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Home > News Room > NEC Announces the Strengthening of Corporate Governance and Executive Personnel Changes

NEC Announces the Strengthening of Corporate Governance and Executive Personnel Changes


Tokyo, April 28, 2011 - NEC Corporation (NEC; TSE: 6701) announced today the establishment of a Nomination and Compensation Committee, the streamlining of its board of directors and the appointment of chief officers in order to strengthen its corporate governance.

Based on these developments, the NEC board of directors approved today the appointment of board members and auditors, which will become effective following the adoption of the resolutions at the ordinary general meeting of shareholders in June 2011. The appointment of corporate officers will become effective on July 1, 2011.

Details on strengthening corporate governance and executive personnel changes are as follows:

1. Strengthening the reliability of corporate governance

In recognition of the fact that reliable corporate governance is essential to the maximization of corporate value, which embodies the company's value for all its stakeholders, including shareholders, customers and employees, NEC is committed to strengthening its corporate governance practices through:
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.

In accordance with this recognition, NEC newly adopts three measures;

  1. Establishment of a Nomination and Compensation Committee

    NEC established a Compensation Committee in order to make the remuneration system for directors and corporate officers more transparent. In advance of this personnel change, NEC reformed the Compensation Committee and established the Nomination and Compensation Committee in order to add functions for the nomination of directors and corporate auditors. The aim of the Nomination and Compensation Committee is to improve transparency of the nomination system of directors and corporate auditors with clarification of accountability.
    The Nomination and Compensation Committee consists of five members that include three outside directors, one of which is the chairperson of the committee.

  2. Streamlining of the Board of Directors
     
    NEC's current board of directors consists of fifteen members, and has five outside directors as provided under Item 15, Article 2 of the Company Law of Japan. On this personnel change, the number of directors decreases to thirteen and the number of outside directors stays at five following the adoption of the resolutions at the ordinary general meeting of shareholders in June 2011. NEC strives to further assure transparent and sound management through considerable board meeting deliberation. In addition, with further delegation of the substantial authority of the board of directors to corporate officers, NEC aims to realize prompt decision-making and business execution.

  3. Appointment of Chief Officers

    NEC appoints chief officers who initiate cross-organizational strategy, promote NEC's corporate and group initiatives and lead business unit operations in order to realize NEC's Group Vision 2017. In this executive personnel change, the board of directors will consist of the Chairman of the Board, President, six chief officers and five outside directors, aiming to further reinforce the board of director's supervisory functions and assure transparency and sound decision-making through considerable board meeting deliberation from a group-wide point of view.

2. Executive Personnel Change

  1. Members of the Board
    (Effective following the adoption of the resolution at the Ordinary General Meeting of Shareholders in June, 2011)

New Members of the Board

Name and Current Title New Appointment
Takashi Niino,
Senior Vice President
Senior Vice President and Member of the Board
Isamu Kawashima,
General Manager, Corporate Controller Division
General Manager, Internal Control over Finance Reporting Division
Member of the Board
Masayuki Oku,
Chairman of Sumitomo Mitsui Financial Group, Inc.
Member of the Board


Retiring Members of the Board

Name Current Title
Takao Ono Executive Vice President and Member of the Board
Takemitsu Kunio Senior Vice President and Member of the Board
Takuji Tomiyama Senior Vice President and Member of the Board
Manabu Kinoshita Senior Vice President and Member of the Board
Toshio Morikawa Member of the Board
Note: Takemitsu Kunio and Manabu Kinoshita will continue to be Senior Vice President.

  1. Auditors
    (Effective following the adoption of the resolution at the Ordinary General Meeting of Shareholders in June, 2011)
New Auditor and Current Title New Appointment
Takao Ono, Executive Vice President and Member of the Board CorporateAuditor
Hideo Yamada, Professor, Waseda University, Graduate School of Commerce CorporateAuditor


Retiring Auditor Current Title
KenjiSeo CorporateAuditor
ShinichiYokoyama CorporateAuditor




  1. Corporate Officers (Effective as of July 1, 2011)
Changes in Executive Appointments
Name and Current Title New Appointment
ToshiyukiMineno, Senior Vice President and Member of the Board ExecutiveVice President and Member of the Board
TakayukiMorita, Associate ?Senior Vice ?President SeniorVice President
Tomonori Nishimura, AssociateSenior VicePresident SeniorVice President
ShunichiroTejima, Associate ?Senior Vice ?President SeniorVice President
Takaaki Shimizu, AssociateSenior VicePresident SeniorVice President


New Corporate Officer Appointments
Name and Current Title New Appointment
HiroshiHigashihara, General Manager, Manufacturing and Process Industries SalesDivision AssociateSenior Vice President
KojiSuzuki, General Manager, Distribution, Service and Transportation IndustriesSales Division AssociateSenior Vice President
KiyofumiKusaka, Chief Executive Officer, NEC AsiaPacific Pte. Ltd. AssociateSenior Vice President
Isamu Kawashima,
General Manager, Corporate Controller Division General Manager, Internal Control over Finance Reporting Division
AssociateSenior Vice President and Member of the Board
Note: Kiyofumi Kusaka will continue to be Chief Executive Officer, NEC Asia Pacific Pte. Ltd.

Retiring Corporate Officers
Name CurrentTitle
Takuji Tomiyama Senior Vice President and Member of the Board
Tadashi Higashino Senior Vice President
Noboru Wakita Associate Senior Vice President


Chief Officers
(Effective as of July 1, 2011)
CMO (Chief Marketing Officer) Toshimitsu Iwanami, Senior Executive Vice President and Member of the Board (Representative Director)
CIO (Chief Information Officer) Yukihiro Fujiyoshi, Senior Executive Vice President and Member of the Board (Representative Director)
CSCO (Chief Supply Chain Officer) Junji Yasui, Executive Vice President and Member of the Board
CGBO (Chief Global Business Officer) Toshiyuki Mineno, Executive Vice President and Member of the Board
CSO (Chief Strategy Officer) Takashi Niino, Senior Vice President and Member of the Board
CFO (Chief Financial Officer) Isamu Kawashima, Associate Senior VicePresident and Member of the Board


Executives in Charge of Business Units
(Effective as of July 1, 2011)
Sales Business Unit Manabu Kinoshita, Senior Vice President
International Sales and Operations Business Unit Takayuki Morita, Senior Vice President
IT Services Business Unit Takaaki Shimizu, Senior Vice President
Platform Business Unit Masato Yamamoto, Senior Vice President
Carrier Network Business Unit Shunichiro Tejima, Senior Vice President
Social Infrastructure Solutions Business Unit Tomonori Nishimura, Senior Vice President
Personal Solutions Business Unit Takemitsu Kunio, Senior Vice President


Reference
Appointments after retirement
Takuji Tomiyama President, NEC System Technologies, Ltd.
Tadashi Higashino Advisor
Noboru Wakita Advisor


Please see the attachment for brief biographies of the newly appointed Members of the Board and Corporate Auditors.

***



About NEC Corporation
NEC Corporation is a leader in the integration of IT and network technologies that benefit businesses and people around the world. By providing a combination of products and solutions that cross utilize the company's experience and global resources, NEC's advanced technologies meet the complex and ever-changing needs of its customers. NEC brings more than 100 years of expertise in technological innovation to empower people, businesses and society. For more information, visit NEC at http://www.nec.com.


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NEC Press Contacts (Japan):

Kosuke Yamauchi
NEC Corporation
+81-3-3798-6511
E-Mail:k-yamauchi@ce.jp.nec.com

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