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Reasons for nomination and Attendance at meeting of Outside Directors etc.
Reason for Nomination of Outside Director etc.
| Name | Membership of Committees | Reasons of Appointment | Important Concurrent Positions(As of July 7,2023) | ||
|---|---|---|---|---|---|
| Nominating Committee | Compensation Committee | Auditing Committee | |||
| Kuniharu Nakamura | 〇 | 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 the Philosophy, and he has extensive experience and deep insight as management of a general trading company including the management of global businesses. He is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders. |
Chairman of the Board of Directors, Sumitomo Corporation Outside Director, Shin-Etsu Chemical Co., Ltd. | ||
| Christina Ahmadjian |
〇 | 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. | Outside Director, Sumitomo Electric Industries, Ltd. Outside Director, Niterra Co., Ltd | ||
| Masashi Oka | 〇 | 〇 | 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. |
Senior Advisor, Sony Financial Group Inc. | |
| Kyoko Okada | 〇 | The Company 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 and as an Audit & Supervisory Board Member (KANSAYAKU) of NEC. She is qualified as an Independent Director as required by the Tokyo Stock Exchange that is unlikely to have conflicts of interest with shareholders. |
Outside Audit & Supervisory Board Member, Daio Paper Corporation Outside Director, JACCS CO., LTD. | ||
| Harufumi Mochizuki | 〇 | 〇 | The Company 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. |
Outside Director, HAZAMA ANDO CORPORATION | |
| Joji Okada | 〇 | The Company 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. |
Outside Audit and Supervisory Board Member, Japan Airlines Co., Ltd. | ||
| Yoshihito Yamada | 〇 | 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. |
Chairman of the Board, OMRON Corporation | ||
Attendance (Fiscal Year 2022)
(Note) By the resolution of the Ordinary General Meeting of Shareholders held on June 22, 2023, NEC has transitioned to a "Company with a Nominating Committee, etc." During the fiscal year 2022 (April 1, 2022 to March 31, 2023), NEC was a "Company with an Audit & Supervisory Board".
Attendance at the Board of Directors Meetings
| (Title) | (Name) | (Attendance (Rate)) |
|---|---|---|
| Director (Chairman of the Board of Directors) |
Takashi Niino | 14 out of 14 (100%) |
| Representative Director | Takayuki Morita | 14 out of 14 (100%) |
| Representative Director | Osamu Fujikawa | 11 out of 11 (100%) |
| Director | Hajime Matsukura | 14 out of 14 (100%) |
| Director | Motoo Nishihara | 14 out of 14 (100%) |
| Outside Director | Noriko Iki | 14 out of 14 (100%) |
| Outside Director | Masatoshi Ito | 14 out of 14 (100%) |
| Outside Director | Kuniharu Nakamura | 14 out of 14 (100%) |
| Outside Director | Christina Ahmadjian | 14 out of 14 (100%) |
| Outside Director | Masashi Oka | 11 out of 11 (100%) |
| Audit & Supervisory Board Member (KANSAYAKU) (full-time) | Nobuhiro Odake | 14 out of 14 (100%) |
| Audit & Supervisory Board Member (KANSAYAKU) (full-time) | Shinobu Obata | 11 out of 11 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Nobuo Nakata | 14 out of 14 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Masami Nitta | 14 out of 14 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Kyoko Okada | 11 out of 11 (100%) |
(Note) Attendance of Osamu Fujikawa and Masashi Oka at the Board of Directors meetings covers meetings held after they became Directors (June 2022), and attendance of Shinobu Obata and Kyoko Okada at the Board of Directors meetings covers meetings held after they became A&SBMs (June 2022).
Attendance at the Nominating Committee Meetings
| (Title) | (Name) | (Attendance (Rate)) |
|---|---|---|
| Chairperson (Outside Director) | Kuniharu Nakamura | 5 out of 5 (100%) |
| Member (Outside Director) | Masatoshi Ito | 5 out of 5 (100%) |
| Member (Outside Director) | Masashi Oka | 4 out of 4 (100%) |
| Member (Director) | Takashi Niino | 4 out of 4 (100%) |
(Note) Attendance of Masashi Oka and Takashi Niino at Nominating Committee meetings covers Nominating Committee meetings held after their appointment as Nominating Committee members (June 2022).
Attendance at the Compensation Committee Meetings
| (Title) | (Name) | (Attendance (Rate)) |
|---|---|---|
| Chairperson (Outside Director) | Masashi Oka | 5 out of 5 (100%) |
| Member (Outside Director) | Kuniharu Nakamura | 7 out of 7 (100%) |
| Member (Outside Director) | Christina Ahmadjian | 5 out of 5 (100%) |
| Member (Director) | Takayuki Morita | 5 out of 5 (100%) |
(Note) Attendance of Masashi Oka, Christina Ahmadjian and Takayuki Morita at Compensation Committee meetings covers Compensation Committee meetings held after their appointment as Compensation Committee members (June 2022).
Attendance at the Audit Committee Meetings
| (Title) | (Name) | (Attendance (Rate)) |
|---|---|---|
| Audit & Supervisory Board Member (KANSAYAKU) (full-time) | Nobuhiro Odake | 16 out of 16 (100%) |
| Audit & Supervisory Board Member (KANSAYAKU) (full-time) | Shinobu Obata | 11 out of 11 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Nobuo Nakata | 16 out of 16 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Masami Nitta | 16 out of 16 (100%) |
| Outside Audit & Supervisory Board Member (KANSAYAKU) | Kyoko Okada | 11 out of 11 (100%) |
(Note) Attendance of Shinobu Obata and Kyoko Okada at A&SB meetings covers A&SB meetings held after their appointment as A&SBMs (June 2022).