Board of Directors
NEC's Board of Directors consists of 11 members, 5 of whom are Outside Directors. The Board of Directors holds regular meetings basically 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.
Furthermore, since June 2004 the term of office for Directors has been set at one year in order to clarify their responsibility for management every fiscal year.
Ratio of Outside Directors to all Directors (At the conclusion of the Ordinary General Meeting of Shareholders)
NEC added an Outside Director in June 2001 for a total of two Outside Directors in order to strengthen the supervisory functions of the Board of Directors. The number of members has increased and the system of five Outside Directors has continued since its inception in June 2007.
Nomination policy for Outside Directors
NEC appoints Outside Directors 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. In appointing Outside Directors, NEC considers that they have superior character, discernment and high ethical standards. In addition, they would sympathize with the NEC Group Corporate Philosophy and act with strong will to realize the Philosophy and they have their experience of corporate management and deep insight. Furthermore, Outside Director's independency is expected to be ensured through the Board of Directors' composition as a whole.
Support for Outside Directors
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.
Evaluation on the Effectiveness of the Board of Directors
The Company conducts an analysis and evaluation on the effectiveness of the Board of Directors once a year to improve the function of the Board of Directors.
The summary of the results of such analysis and evaluation for the fiscal year ended March 31, 2017 is as follows.
Summary of the results of the analysis and evaluation in the fiscal year ended March 31, 2017
Since the fiscal year ended March 31, 2016, NEC conducted an analysis and evaluation of the effectiveness of the Board of Directors in order to strengthen the Board of Directors functions. Based on the conclusion of such analysis and evaluation, NEC updated the contents to be reported to the Board, improved the format of the meeting materials, made material distribution earlier and revised the plan of annual agenda during this fiscal year. The Company conducted the analysis and evaluation, in which each Directors and Audit & Supervisory Board Members (KANSAYAKU) ("A&SBMs") answered a questionnaire about the role, composition and operation of the Board of Directors, and the Board of Directors discussed its functional advancement based on the results of such questionnaires. In conclusion, it has been evaluated that in terms of the decision-making for NEC's important business execution, and business strategies/business plans, the Board is structured and operated to facilitate active discussions among the Directors, and the Board of Directors has been appropriately supervising the business execution. Meanwhile, it has been confirmed that the Board of Directors needs to further narrow down the matters to be discussed, to clarify the key points that should be discussed and to establish the system to reflect advices of Outside Directors on the business execution, in order to more appropriately indicate business strategic direction of NEC. Based on the results above, NEC will continually make the deliberations at the Board more active.