NEC 2010 Annual Report Download - page 30

7 At the request of the Corporate Auditors, the Directors
and employees report on the status of the performance
of their duties and other matters, as necessary.
8 In order to ensure that audits are performed effectively,
the Corporate Auditors exchange information and
consult with each other on the status of audits.
Furthermore, the Corporate Auditors periodically
receive reports on financial audits from the Accounting
Auditors and exchange opinions with them.
The aforementioned Basic Policy is disclosed in full on
NEC’s website at the following URL:
http://www.nec.co.jp/profile/en/internalcontrol.html
INFORMATION DISCLOSURE STRUCTURE
NEC recognizes the importance of providing timely, proper
and fair disclosure to obtain a fair evaluation of its corporate
value from the capital markets. Accordingly, NEC regularly
strives to ensure that internal divisions and subsidiaries
have a clear understanding of timely disclosure and other
rules issued by financial instruments exchanges, while
establishing a framework for communication between
relevant internal head office divisions and subsidiaries.
Furthermore, NEC holds various events for the news
media, analysts and institutional investors. Examples include
management strategy presentations and quarterly earnings
presentations by senior management, as well as business
strategy presentations and plant tours by various responsible
managers. Efforts are also focused on improving disclosure
of information on NEC’s website, including the disclosure of
materials, audio streams and other information issued at
presentations and other events, both in Japanese and
English, and enhancing investor relations activities on a
global scale, including visiting overseas institutional investors.
Disclosure to individual investors includes presentations and
a newly redesigned website for these investors.
REMUNERATION FOR DIRECTORS AND
CORPORATE AUDITORS
The maximum total amounts of remuneration for Directors
and Corporate Auditors are determined by a resolution at
the general meeting of shareholders.
NEC has established the Compensation Committee,
which deliberates on the remuneration system and the level
of remuneration for Directors and reports the results of its
deliberations to the Board of Directors. Remuneration for
Directors is determined according to their positions and
whether they are an Outside Director or not, while bonuses
for Directors are calculated by adding an amount determined
based on an evaluation of the contribution of their perfor-
mance to the business results of NEC during the previous
fiscal year to an amount prescribed based on their position.
No bonuses are paid to Outside Directors.
Remuneration for Corporate Auditors is calculated
under certain rules determined by the Board of Corporate
Auditors; no bonuses are paid to Corporate Auditors.
NEC abolished the retirement allowance system for
Directors and Corporate Auditors at the close of the 168th
Ordinary General Meeting of Shareholders held on June
22, 2006.
Remuneration for NEC’s Directors and Corporate
Auditors for fiscal 2010 is as follows:
FISCAL 2010 REMUNERATION
(In millions of yen)
Position Total remuneration Headcount
Directors
(excluding Outside Directors) 345 12
Corporate Auditors
(excluding Outside Corporate Auditors) 48 3
Outside Directors and Outside
Corporate Auditors 86 8
Notes: 1. The above headcount includes two Directors and one Corporate
Auditor who retired at the close of the 171st Ordinary General
Meeting of Shareholders held on June 22, 2009.
2. The maximum monthly remuneration for Directors is ¥65,000,000
(approved at the 153rd Ordinary General Meeting of Shareholders
held on June 27, 1991).
3. The maximum monthly remuneration for Corporate Auditors is
¥12,000,000 (approved at the 170th Ordinary General Meeting of
Shareholders held on June 23, 2008).
OWNERSHIP OF SHARES
As of March 31, 2010, the number of brands of stocks
classified as investment securities held for purposes
other than realizing income and capital gain was 484
and the total balance sheet amount of these stocks was
¥137,397 million. The top 10 brands of such stocks
based on the balance sheet amount (except unlisted
stocks) are as follows:
TOP 10 STOCKS ON BALANCE SHEET AMOUNT
As of March 31, 2010
Name of stock
Number of
shares
(In thousands
of shares)
Book value
(In millions
of yen)
Holding
purpose
Elpida Memory, Inc. 7,740 14,249 1
Sumitomo Electric Industries, Ltd. 6,914 7,924 2
The Sumitomo Trust and
Banking Co., Ltd. 8,658 4,745 2
Mitsui Sumitomo Insurance
Group Holdings, Inc. 1,570 4,075 3
MEIDENSHA CORPORATION 8,730 3,632 2
NIPPON TELEGRAPH AND
TELEPHONE CORPORATION 686 2,703 3
Sumitomo Metal Industries, Ltd. 8,038 2,275 2
Seven Bank, Ltd. 10 1,880 2
Taisho Pharmaceutical Co., Ltd. 1,100 1,870 2
Sumitomo Chemical
Company Limited 4,083 1,866 2
Note: Figures less than one thousand are rounded down.
1 Due to the background of the establishment of the company as a joint
venture with a third party
2 To maintain and strengthen business relations with the company
3 To maintain and strengthen business relations with the company and its
group companies
No stocks classified as investment securities are held
for the purposes of realizing income and capital gain.
In fiscal 2010, there was no stock classified as investment
securities for which the purpose of holding changed from
realizing income and capital gain to another purpose, and
vice versa.
29 NEC Corporation
Annual Report 2010