NEC 2009 Annual Report Download - page 26

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GENERAL MEETING OF SHAREHOLDERS
MANAGEMENT/
SUPERVISION
BUSINESS
EXECUTION
Elect and Dismiss Elect and Dismiss Elect and Dismiss
Accounting
Auditors
Audit
BOARD OF
CORPORATE AUDITORS
5 Corporate Auditors (including
3 Outside Corporate Auditors)
BOARD OF
DIRECTORS
15 Directors
(including 5 Outside Directors)
COMPENSATION
COMMITTEE
5 members, including 3 outside members
(one of whom is the chairperson)
CORPORATE
AUDITING BUREAU
corporate staff with expertise
related to internal audits, etc.
EXECUTIVE
COMMITTEE
around 20 corporate officers
BUSINESS PROGRESS
COMMITTEE
corporate officers and general
managers of business units, etc.
(Corporate officers)
Business Units/Corporate Staff/Affiliate CompaniesInternal Audits
Deliberate/
Report
Audit
Cooperate Supervise
CORPORATE GOVERNANCE STRUCTURE
Cooperate
Cooperate
In recognition of the fact that reliable corporate governance is essential to the
maximization of corporate value, NEC is committed to strengthening its
corporate governance practices through (1) assurance of transparent and
sound management, (2) realization of prompt decision making and business
execution, (3) clarification of accountability and (4) timely, appropriate and fair
disclosure of information.
CORPORATE GOVERNANCE STRUCTURE
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 man-
agement transparency through such means as
strengthening the supervisory functions of the Board of
Directors through Outside Directors, and establishing a
Compensation Committee, and to ensure manage-
ment soundness through such means as encouraging
closer cooperation among NEC’s Corporate Auditors,
internal auditing division and Accounting Auditors.
Board of Directors
NEC’s Board of Directors consists of 15 members, five
of whom are Outside Directors. The Board of Directors
holds regular meetings once a month and extraordinary
CORPORATE GOVERNANCE
(As of June 22, 2009)
meetings as necessary to determine important matters
related to business execution, including business realign-
ment, funding plans and financing and investment, as
well as matters concerning business plans.
Aiming to strengthen the Board of Directors’ supervi-
sory functions, NEC raised the number of Outside
Directors to one-third of the Board of Directors. In paral-
lel, 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.
NEC considers various factors when nominating
Outside Directors. These include whether the candidate
embraces the NEC Group Corporate Philosophy and
has a strong willingness to realize it; whether the candi-
date is independent from the Company’s management;
and whether the candidate possesses experience,
insight and other attributes that are useful to the execu-
tion of NEC’s business operations.
24 NEC CORPORATION
Annual Report 2009