NEC 2012 Annual Report Download - page 33

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. NEC
also provides support to outside directors in order to
facilitate their understanding of the NEC Group, such as by
organizing tours of business sites and exhibitions of NEC
and its subsidiaries.
Furthermore, since June 2004 the term of directors has
been set at one year in order to clarify their responsibility
for management every fiscal year.
NEC appoints as outside corporate auditors personnel
who are independent from the Company’s management
and who have the experience and knowledge necessary to
conduct audits, in order to ensure that audits are
conducted from a neutral and objective perspective.
Major Activities of Outside Directors and Outside Corporate
Auditors for Fiscal 2012
Name Major Activities
Yoshinari
Hara
He attended 13 meetings of the Board of Directors
out of 14 meetings held during fiscal 2012 and made
remarks, including questions and opinions as
appropriate, mainly based on his extensive
experience and deep insight as a corporate manager.
Sawako
Nohara
She attended all of the 14 meetings of the Board of
Directors held during fiscal 2012 and made remarks,
including questions and opinions as appropriate,
mainly from the perspective of end users centered
on consumers and citizens.
Kenji
Miyahara
He attended 13 meetings of the Board of Directors
out of 14 meetings held during fiscal 2012 and made
remarks, including questions and opinions as
appropriate, mainly based on his extensive
experience and deep insight as a corporate manager.
Hideaki
Takahashi
He attended 13 meetings of the Board of Directors
out of 14 meetings held during fiscal 2012 and made
remarks, including questions and opinions as
appropriate, mainly based on his extensive
experience and deep insight as a corporate manager.
Takeshi
Kunibe
After the assumption of office as Director of the
Company, he attended 8 meetings of the Board of
Directors out of 10 meetings held during fiscal 2012
and made remarks, including questions and opinions
as appropriate, mainly based on his extensive
experience and deep insight as a bank manager.
Satoshi
Itoh
He attended all of the 14 meetings of the Board of
Directors, and all of the 14 meetings of the Board of
Corporate Auditors, both held during fiscal 2012 and
made remarks, including questions and opinions as
appropriate, mainly based on his extensive
experience and deep insight as a financial and
accounting expert.
Ryoji
Nakagawa
He attended all of the 14 meetings of the Board of
Directors, and all of the 14 meetings of the Board of
Corporate Auditors, both held during fiscal 2012,
and made remarks, including questions and opinions
as appropriate mainly based on his extensive
experience and deep insight as a legal expert.
Hideo
Yamada
After the assumption of office as Corporate Auditor
of the Company, he attended all of the 10 meetings
of the Board of Directors, and all of the 11 meetings
of the Board of Corporate Auditors, both held during
fiscal 2012 and made remarks, including questions
and opinions as appropriate mainly based on his
deep insight regarding management strategy and
expertise in finance and accounting.
REMUNERATION FOR DIRECTORS AND CORPORATE
AUDITORS
For the purpose of continuously improving corporate value
and strengthening its competitiveness, NEC’s basic policy
on the remuneration for directors and corporate auditors is
to establish a remuneration level and structure appropriate
for a global company. This policy is designed to enable NEC
to secure excellent human resources while providing
additional incentive for directors and corporate auditors to
improve the performance of the NEC Group.
Remuneration for directors consists of fixed monthly
remuneration and bonuses linked to business results. The
fixed monthly remuneration is determined according to their
positions and whether they are an outside director or not, to
the extent of the maximum amount approved at the General
Meeting of Shareholders. The bonuses are calculated by
adding an amount determined based on an evaluation of the
contribution of their performance to the business results of
NEC during the previous fiscal year to a standard amount
prescribed based on their position. Given that outside
directors are expected to play a leading role in supervision
over business execution, no bonuses are paid to outside
directors from the viewpoint of ensuring their independence.
Remuneration for corporate auditors is only fixed monthly
remuneration and does not include bonuses linked to business
results because the responsibility of corporate auditors is to
audit the performance of directors. The fixed monthly
remuneration is determined according to whether they are a
full-time corporate auditor or not, to the extent of the maximum
amount approved at the General Meeting of Shareholders.
Regarding the process of determination, remuneration for
directors is determined by resolution of the Board of Directors
based on the results of deliberations of this remuneration from
an objective perspective by the Nomination and
Compensation Committee, of which the majority of members
are outside members (one of whom is the chairperson).
Remuneration for corporate auditors is determined through
discussions within the Board of Corporate Auditors.
Bonuses to directors are calculated based on key
indicators (net sales, operating income, etc.) of the NEC
Group’s consolidated business performance for the
previous fiscal year.
In order to ensure the objectiveness and properness of
remuneration for directors and corporate auditors, the level
of the remuneration is determined based on the result of a
third party’s investigation regarding the remuneration of
other companies whose business content and scale are
similar to those of the Company.
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. In order to promote management focused on creating
shareholder value, NEC recommends that inside directors
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NEC Corporation
Annual Report 2012