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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, NEC Corporation (the “Company”) is committed to strengthening its corporate governance practices in terms of both oversight and execution through the following basic policies:
Assurance of transparent and sound management;
Realization of prompt decision making and business execution;
Clarification of accountability; and
Timely, appropriate and fair disclosure of information.
Corporate Governance System
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 also promotes 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., the Company no longer has Audit & supervisory board members (KANSAYAKU) after the Ordinary General Meeting of Shareholders of the Company held in June 2023)
Independence of the Board of Directors
From the perspective of ensuring independence, the majority of the Board of Directors is comprised of independent outside directors. The number of independent outside directors is as presented in Corporate Governance System.
Diversity of the Board of Directors
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 in assessing the effectiveness of the Board of Directors. The Company discloses a summary of the results of such evaluations along with meeting attendance in its fiscal 2023 Corporate Governance Report.