NEC 2010 Annual Report Download - page 27

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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.
(approx. 50 members)
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 adopted the corporate auditor system of
corporate governance.
NEC has introduced a corporate officer system to
separate management supervision from business execution
and implement business operations based on prompt
decision-making. This has involved transferring substantial
authority for business execution from the Board of Directors
to corporate officers. NEC has also been strengthening
the supervisory functions of the Board of Directors by
ensuring that the number of Outside Directors who will
have no conflicting interests with NEC’s general shareholders
is one-third of the total number of Directors, and been
working to improve management transparency through
establishing a Compensation Committee. NEC has also
put in place personnel and systems to reinforce the
functions of the Corporate Auditor’s audit, while encour-
aging closer cooperation among NEC’s Corporate
Auditors, internal auditing division and Accounting Auditors.
NEC believes that its corporate governance system
is functioning adequately under the current system
written above.
CORPORATE GOVERNANCE
(As of June 22, 2010)
BOARD OF DIRECTORS
NEC’s Board of Directors consists of 15 members and
five of them are Outside Directors, which is one-third of all
members. The Board of Directors holds regular meetings
once a month and extraordinary meetings as necessary
to determine important matters related to business
execution, including business realignment, funding plans
and financing and investment, as well as matters
concerning business plans.
NEC appoints as Outside Directors the personnel who
will have no conflicting interests with NEC’s general
shareholders and who have experience of corporate
management and deep insight for the purpose of (i)
strengthening the supervisory functions over business
execution; (ii) obtaining a broad range of advice on
corporate management; and (iii) enhancing accountability
for management.
Aiming to ensure that these roles and functions
expected of Outside Directors are properly fulfilled, 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.
26
NEC Corporation
Annual Report 2010