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Reasons for nomination and Attendance at meeting of Outside Directors etc.

Reason for Nomination of Outside Director etc.

Name
Christina Ahmadjian

Reasons of Appointment
NEC has appointed her as an Outside Director considering that she has superior character, insight and high ethical standards. In addition, she would sympathize with the NEC Way and act with strong will to realize it, and she has extensive experience and deep insight relating to global corporate strategies and corporate governance, having served as an outside director at several companies and a professor.
She is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions
(As of July 8,2024)

Outside Director, Asahi Group Holdings, Ltd.
Outside Director, Sumitomo Electric Industries, Ltd.
Outside Director, Niterra Co., Lt

Name
Masashi Oka

Membership of Committees
Nominating Committee, Compensation Committee

Reasons of Appointment<
NEC has appointed him as an Outside Director considering that he has superior character, insight and high ethical standards.
In addition, he would sympathize with the NEC Way and act
with strong will to realize it, and he has extensive experience and deep insight, having served as a director at banks, CFO at an operating company and management in the finance business.
He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Name
Kyoko Okada

Membership of Committees
Auditing Committee

Reasons of Appointment
NEC has appointed her as an Outside Director considering that she has superior character, insight and high ethical standards. In addition, she would sympathize with the NEC Way and act
with strong will to realize it, and she has extensive experience and deep insight, having served as an outside director and audit & supervisory board member at numerous companies.
She is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions
(As of July 8,2024)

Outside Audit & Supervisry Borad Member, Daio Paper Corporation
Outside Director, JACCS CO., LTD.S

Name
Harufumi Mochizuki

Membership of Committees
Nominating Committee, Auditing Committee

Reasons of Appointment
NEC has appointed him as an Outside Director considering that he has superior character, insight and high ethical standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight, having served as a government official, management of a company and chairman of the board of directors at a listed company.
He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions
(As of July 8,2024)

External Board Director, HAZAMA ANDO CORPORATION

Name
Joji Okada

Membership of Committees
Auditing Committee

Reasons of Appointment
NEC has appointed him as an Outside Director considering that he has superior character, insight and high ethical standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight, having served as a CFO and Audit & Supervisory Board Member (Full-time) at a general trading company, and as Chairperson of The Japan Audit & Supervisory Board Members Association. He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions(As of July 8,2024)
Outside Audit and Supervisory
Board Member, Japan Airlines Co., Ltd.

Name
Yoshihito Yamada

Membership of Committees
Nominating Committee, Compensation Committee

Reasons of Appointment
NEC has appointed him as an Outside Director considering that he has superior character, insight and high ethical standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight, having served as a management of a manufacturing company.
He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions(As of July 8,2024)
Chairman, Chair of the Board of Director, OMRON Corporation

Name
Shinjiro Sato

Membership of Committees
Compensation Committee, Auditing Committee

Reasons of Appointment
NEC has appointed him as an Outside Director considering that he has superior character, insight and high ethical standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight as a strategy consultant and management of a manufacturing company.
He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions
(As of July 8,2024)

Corporate Advisor, Terumo
Corporation

Name
Shiori Nagata

Membership of Committees
Auditing Committee

Reasons of Appointment
NEC has appointed her as an Outside Director considering that she has superior character, insight and high ethical standards. In addition, she would sympathize with the NEC Way and act with strong will to realize it, and she has extensive experience and deep insight as a strategy consultant, in business restructuring, and as an officer of an operating company.
She is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders.

Important Concurrent Positions
(As of July 8,2024)

Outside Director, Idemitsu Kosan Co., Ltd.

Attendance (Fiscal Year 2023)

Attendance at the Board of Directors Meetings

(Title) (Name) (Attendance (Rate))
Outside Director Kuniharu Nakamura 12out of 12 (100%)
Outside Director Christina Ahmadjian 12out of 12 (100%)
Outside Director Masashi Oka 12out of 12 (100%)
Outside Director Kyoko Okada 12out of 12 (100%)
Outside Director Harufumi Mochizuki 9out of 9 (100%)
Outside Director Joji Okada 9out of 9 (100%)
Outside Director Yoshihito Yamada 9out of 9 (100%)
Director 
(Chairman of the Board of Directors)
Takashi Niino 12out of 12 (100%)
Director Takayuki Morita 12out of 12 (100%)
Director Osamu Fujikawa 12out of 12 (100%)
Director Hajime Matsukura 12out of 12 (100%)
Director Shinobu Obata 12out of 12 (100%)

Attendance of Harufumi Mochizuki, Joji Okada and Yoshihito Yamada at the Board of Directors meetings covers the Board of Directors meetings held after their appointment as Directors on June 22, 2023.  As both Kyoko Okada and Shinobu Obata were A&SBMs until the close of the 185th Ordinary General Meeting of Shareholders held on June 22, 2023, their attendance at the Board of Directors meetings includes the number of meetings they attended (three meetings) as A&SBMs.

Attendance at the Nominating Committee Meetings

(Title) (Name) (Attendance (Rate))
Chairperson (Outside Director) Harufumi Mochizuki 5 out of 5 (100%)
Member (Outside Director) Kuniharu Nakamura 5 out of 5 (100%)
Member (Outside Director) Masashi Oka 5 out of 5 (100%)
Member (Director) Takashi Niino 5 out of 5 (100%)

NEC had established a Nominating Committee as a voluntary body prior to its transition to a Company with a Nominating Committee, etc. in June 2023.  The above table shows the attendance at statutory Nominating Committee meetings following the transition to a Company with a Nominating Committee, etc.

Attendance at the Compensation Committee Meetings

(Title) (Name) (Attendance (Rate))
Chairperson (Outside Director) Masashi Oka 4 out of 4 (100%)
Member (Outside Director) Christina Ahmadjian  4 out of 4 (100%)
Member (Outside Director) Yoshihito Yamada 4 out of 4 (100%)
Member (Director) Takayuki Morita 4 out of 4 (100%)

NEC had established a Compensation Committee as a voluntary body prior to its transition to a Company with a Nominating Committee, etc. in June 2023.  The above table shows the attendance at statutory Compensation Committee meetings following the transition to a Company with a Nominating Committee, etc.

Attendance at the Audit Committee Meetings

(Title) (Name) (Attendance (Rate))
Chairperson (Outside Director) Joji Okada 11 out of 11 (100%)
Member (Full-time) Shinobu Obata 11 out of 11 (100%)
Member (Outside Director) Harufumi Mochizuki 11 out of 11 (100%)
Member (Outside Director) Kyoko Okada 11 out of 11 (100%)

The Attendance at Audit & Supervisory Board (KANSAYAKU-KAI) meetings during the fiscal year ended March 31, 2024, before the transition to a Company with a Nominating Committee, etc. on June 22, 2023, was as follows.

(Title) (Name) (Attendance (Rate))
Audit & Supervisory Board Member (KANSAYAKU) (Full-time) Nobuhiro Odake 5 out of 5 (100%)
Audit & Supervisory Board Member (KANSAYAKU) (Full-time) Shinobu Obata 5 out of 5 (100%)
Outside Audit & Supervisory Board Member (KANSAYAKU) Nobuo Nakata 5 out of 5 (100%)
Outside Audit & Supervisory Board Member (KANSAYAKU) Masami Nitta 5 out of 5 (100%)
Outside Audit & Supervisory Board Member (KANSAYAKU) Kyoko Okada 5 out of 5 (100%)