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Corporate Governance

Governance
Strategy
Risk Management
Indicators and Goals

Governance

Corporate Governance System

NEC Corporation (the “Company”) has adopted the structure of a “company with a Nominating Committee, etc.”
By clearly separating the oversight and execution functions, the Board of Directors strengthens its oversight function, while delegating substantial authority to executive officers to accelerate decision-making and business execution.
In line with this, the Company is also strengthening governance on the execution side. Details are available in the Company’s Corporate Governance Report.

Board of Directors (Oversight)

The Board of Directors is responsible for overseeing the execution of duties by directors and executive officers as well as guiding the direction of management through deliberation of important matters related to the Company’s basic management policy.

Executive Officers (Execution)

Executive officers execute Company business delegated to them by the Board of Directors

Audit & Supervisory Board Members (KANSAYAKU)

(As a result of the transition to a company with a Nominating Committee, etc. since the June 2023 Ordinary General Meeting of Shareholders, the Company no longer has Audit & Supervisory Board members (KANSAYAKU)

Independence of the Board of Directors

From the perspective of ensuring independence, the majority of the Board of Directors is composed of independent outside directors. The number of independent outside directors is as presented in Corporate Governance System.

Strategy

Basic Views on Corporate Governance

In recognition of the fact that reliable corporate governance is essential to the continuous creation of social value and the maximization of corporate value, the Company is committed to strengthening its corporate governance practices in terms of both oversight and execution through the following basic policies:

  1. Assurance of transparent and sound management
  2. Realization of prompt decision-making and business execution
  3. Clarification of accountability
  4. Timely, appropriate and fair disclosure of information

Remuneration for Directors

The ratio of the total amount of remuneration of the Company president to the average yearly employee salary is 23.2:1.

Risk Management (Including Opportunity Generation)

Criteria and Process for Selecting Directors

Effectiveness of the Board of Directors

The Company conducts an analysis and evaluation on the effectiveness of the Board of Directors once a year, and improves the function of the Board of Directors.
The Company discloses a summary of the results of such analysis and evaluation. Also, if necessary, the Company utilizes a third-party evaluation organization to assess the effectiveness of the Board of Directors. The Company discloses a summary of the results of such evaluations along with meeting attendance in the Corporate Governance Report.

Indicators and Goals

Diversity of the Board of Directors