NEC 2008 Annual Report Download - page 34

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





NEC has introduced a corporate officer system to clarify management responsibility and facilitate prompt
decision making and business execution. This has involved transferring substantial authority for business
execution from the Board of Directors to corporate officers. NEC has also been working to improve manage-
ment transparency through such means as continuing to increase the number of outside directors, establishing
a Compensation Committee, and to ensure management soundness through such means as encouraging
closer cooperation among NEC’s Corporate Auditors, internal auditing division and Accounting Auditors.

The Board of Directors consists of 15 members, five of whom are Outside Directors. Aiming to strengthen
the Board of Directors’ supervisory functions, NEC raised the number of Outside Directors to one-third of
the Board of Directors. In parallel, NEC has been working to enhance deliberations by the Board of Directors
through such means as briefing Outside Directors in advance on particularly important proposals to be put
forward to the meetings of the Board of Directors. Furthermore, the term of Directors is one year in order
to clarify their responsibility for management every fiscal year.

The Executive Committee, which comprises around 20 corporate officers, discusses important NEC group
management issues such as management policies and strategies. This committee extensively discusses
matters of particular importance prior to putting them forward to the meetings of the Board of Directors for
approval. In doing so, the committee enhances the deliberations and ensures appropriate decision making.
Meanwhile, the Business Progress Committee comprises corporate officers, executive general manag-
ers of business units and other members. This
committee deliberates and reports on matters
related to the status of the NEC group’s business
execution, such as monitoring progress with
respect to meeting budgets adopted by the Board
of Directors, with the aim of sharing management
information and promoting execution efficiency.

NEC has established the Compensation Committee,
which consists of five members, including three
outside members, one of whom is the chairperson.
This committee deliberates on the remuneration
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(As of June 23, 2008)
(Corporate Officers)
GENERAL MEETING OF SHAREHOLDERS
Accounting
Auditors
BOARD OF
DIRECTORS
(Directors)
COMPENSATION
COMMITTEE
CORPORATE
AUDITING
BUREAU
EXECUTIVE
COMMITTEE
BUSINESS
PROGRESS
COMMITTEE
Business Units/Affiliate Company
Elect and Dismiss Elect and DismissElect and Dismiss
Cooperate
CORPORATE
AUDITORS
(Board of
Corporate
Auditors)
Cooperate Supervise
Management/
Supervision
Business
Execution
Audit
Cooperate
Deliberate/
Report
Audit
Internal
Audits