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Basic Policy
In recognition of the fact that reliable corporate governance is essential to the continuous creation of social value and 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.
Main Initiatives for Strengthening Corporate Governance
1990
1999
2000
2001
2003
2004
2007
2008
2010
2011
2012
2013
NEC Group Corporate
Philosophy formulation
NEC instituted a corporate officer system in April, 2000 and worked to delegate authority
form the Board of Directors to corporate officers in aim to separate management supervision
from business execution and expedite business execution based on prompt decision making.
The chief officer position was instituted in July 2011 for the purpose of developing company-
wide strategy and for leading business units in the promotion of the company’s business,
toward realization of the NEC Group Vision 2017. Corporate Directors are appointed as chief
officers and they function to oversee business execution by each business unit from a
company-wide perspective.
In June 2004, the term of Directors was shortened from two years to one year in order to
clarify their responsibility for management.
The number of Directors was reduced to streamline the Board of Directors. The aim is to
ensure even sounder management through greater discussion at meetings of the Board of
Directors and to deliver prompt decision making.
NEC added an Outside Director in June 2001 to a total of two Outside Directors in order to
strengthen the supervisory functions of the Board of Directors. The members have increased
and the system of five Outside Directors has continued since its inception in June 2007.
2000.4-2003.3
In-house company structure
2003.4-2010.3
Business line structure
2010.4-2013.3
Structure driven by
products and services
2013.4-Present
Structures driven by
markets and customers
NEC Group Charter of
Corporate Behavior/Code of
Conduct formulation
NEC Group Vision 2017/
NEC Group Core Values
formulation
Institution of Corporate Officer System
Establishing a Nomination and Compensation Committee
Instituting Chief Officer Positions
Shortening Directors’ Terms
Reducing the Number of Directors
Appointing Multiple Outside Directors
1999
2.7%
2010
33.3%
From 2012 onward
45.5%
Ratio of Outside Directors to all Directors
(At the conclusion of the Ordinary General Meeting of Shareholders)
1999
37
2000
17
From 2012 onward
11
Reduction in the number of Directors
(At the conclusion of the Ordinary General Meeting of Shareholders)
Corporate Governance
The committee has been established to ensure the transparency, validity and objectivity of
nomination and remuneration of Directors*. The committee is made up of five members,
including three Outside Directors, one of whom is appointed as the chairperson.
* The Compensation Committee established in 2001 was enhanced to the Nomination and
Compensation Committee in 2010.
http://www.nec.com/en/global/about/executives/committee2.html
35 NEC Corporation
Annual Report 2015