This is a translation of the Notice of the 186th Ordinary General Meeting of Shareholders of NEC Corporation, and is provided for reference purposes only without any warranty as to its accuracy, completeness of the information, or otherwise. Please note that this translation does not include the translation of the information on exercising voting rights, Notes to Non-consolidated Financial Statements and some other information contained in the Japanese original. In the event of any discrepancy between the Japanese original and this translation, the original shall prevail.
NEC Corporation
Securities Code 6701
7-1, Shiba 5-chome,
Minato-ku, Tokyo
Takayuki Morita
President
(Representative Executive
Officer)
May 31, 2024
To Our Shareholders:
NOTICE OF
THE 186TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to inform you that the 186th Ordinary General Meeting of Shareholders (the "Meeting") of NEC Corporation (the "Company") will be held as follows:
- DATE: June 21, 2024 (Friday) at 10:00 a.m. (Japan Standard Time) (entry begins at 9:00 a.m. (Japan Standard Time))
- PLACE: NEC Tamagawa Renaissance City Hall, Tamagawa Plant, NEC Corporation
at 1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa - AGENDA OF THE MEETING:
MATTERS TO BE REPORTED UPON:
Report on the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements of the 186th business period from April 1, 2023 to March 31, 2024 ("Business Period"), and
report on the results of the audit on the Consolidated Financial Statements conducted by the Accounting Auditors and the Audit Committee.
MATTERS TO BE VOTED UPON:
Proposal: | Election of Thirteen (13) Directors |
- In the event that the Company finds any correction(s) that should be made in the reference documents for the Meeting, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements (including Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements), such correction(s) will be specified through the Company's website, Tokyo Stock Exchange Website and Portal of Shareholders' Meeting.
Notes 1: Company's website (https://www.nec.com/en/global/ir/events/stock/meeting.html) - Tokyo Stock Exchange Website (Japanese only)
- Portal of Shareholders' Meeting (Japanese only)
1
REFERENCE DOCUMENTS FOR THE MEETING
Proposed Matters for Voting and reference matters thereof:
Proposal: Election of Thirteen (13) Directors
Upon the close of the Meeting, the terms of office as Director of all twelve (12) Directors will expire. Pursuant to the decision of the Nominating Committee, it is proposed that thirteen (13) Directors, including eight (8) Outside Directors, be elected, in order to increase the number of Outside Directors by one and boost the ratio of Outside Directors and also further promote diversity, aiming to build a structure that can institute reforms to the Board of Directors. The candidates for Director are as follows listed from pages 6.
Position and Responsibility | Attendance at Meeting | ||
No | Name | of the Board of | |
at the Company | |||
. | Directors | ||
1 | Christina Ahmadjian | Member of the Board | 12 out of 12 meetings |
*Candidate for Outside Director | Compensation Committee Member | ||
2 | Masashi Oka | Member of the Board | 12 out of 12 meetings |
*Candidate for Outside Director | Nominating Committee Member | ||
Chairperson of the Compensation | |||
Committee | |||
3 | Kyoko Okada | Member of the Board | 12 out of 12 meetings |
*Candidate for Outside Director | Audit Committee Member | ||
4 | Harufumi Mochizuki | Member of the Board | 9 out of 9 meetings |
*Candidate for Outside Director | Chairperson of the Nominating | ||
Committee | |||
Audit Committee Member | |||
5 | Joji Okada | Member of the Board | 9 out of 9 meetings |
*Candidate for Outside Director | Chairperson of the Audit Committee | ||
6 | Yoshihito Yamada | Member of the Board | 9 out of 9 meetings |
*Candidate for Outside Director | Compensation Committee Member | ||
7 | Shinjiro Sato | ||
*New Candidate | |||
*Candidate for Outside Director | |||
8 | Shiori Nagata | ||
*New Candidate | |||
*Candidate for Outside Director | |||
9 | Takashi Niino | Chairman of the Board | 12 out of 12 meetings |
Nominating Committee Member | |||
10 | Takayuki Morita | President (Representative Executive | 12 out of 12 meetings |
Officer) and CEO (Chief Executive | |||
Officer) | |||
Member of the Board | |||
Compensation Committee Member | |||
11 | Osamu Fujikawa | Corporate EVP (Representative | 12 out of 12 meetings |
Executive Officer) and CFO (Chief | |||
Financial Officer) | |||
Member of the Board |
2
Position and Responsibility | Attendance at Meeting | ||
No | Name | of the Board of | |
at the Company | |||
. | Directors | ||
12 | Hajime Matsukura | Corporate Secretary (Executive | 12 out of 12 meetings |
Officer) | |||
Member of the Board | |||
13 | Shinobu Obata | Member of the Board | 12 out of 12 meetings |
Audit Committee Member | |||
Note 1. As for Messrs. Harufumi Mochizuki, Joji Okada and Yoshihito Yamada, attendance at meeting of the Board of Directors above shows the number of attendance at the Board of Directors meetings held after the assumption of office as Director on June 22, 2023. Ms. Kyoko Okada and Mr. Shinobu Obata served as Audit & Supervisory Board Member (KANSAYAKU) until the close of the 185th Ordinary General Meeting of Shareholders held on June 22, 2023; thus, the presentation of their attendance at the Board of Directors meetings includes the number of meetings they attended (3 meetings) as Audit & Supervisory Board Member (KANSAYAKU).
3
The attributes of the candidates for Directors | Particular area that the Company expects for the candidates for Directors to have for Directors | Planned appointments as members of | |||||||||||||
committees | |||||||||||||||
No. | Name | Independent | Gender/ | Corporate | Global | Technology/ | Sustainability/ | Financial | Audit/ Legal/ | Corporate | Nominating | Compensation | Audit | ||
Non-executive | Marketing | accounting/ | Risk | ||||||||||||
director | Nationality | management | business | Innovation | ESG | governance | Committee | Committee | Committee | ||||||
Investment | management | ||||||||||||||
● | |||||||||||||||
1 | Christina | ● | ● | (Female, | ● | ● | ● | ● | |||||||
Ahmadjian | Foreign | ||||||||||||||
nationality) | |||||||||||||||
2 | Masashi | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||
Oka | (Chairperson) | ||||||||||||||
3 | Kyoko | ● | ● | ● | ● | ● | ● | ||||||||
Okada | (Female) | ||||||||||||||
4 | Harufumi | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Mochizuki | (Chairperson) | ||||||||||||||
5 | Joji Okada | ● | ● | ● | ● | ● | ● | ● | |||||||
(Chairperson) | |||||||||||||||
6 | Yoshihito | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||
Yamada | |||||||||||||||
7 | Shinjiro | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||
Sato | |||||||||||||||
8 | Shiori | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Nagata | (Female) | ||||||||||||||
9 | Takashi | ● | ● | ● | ● | ● | |||||||||
Niino | |||||||||||||||
10 | Takayuki | ● | ● | ● | ● | ● | ● | ||||||||
Morita | |||||||||||||||
11 | Osamu | ● | ● | ● | ● | ||||||||||
Fujikawa | |||||||||||||||
12 | Hajime | ● | ● | ● | ● | ||||||||||
Matsukura | |||||||||||||||
13 | Shinobu | ● | ● | ● | ● | ||||||||||
Obata | |||||||||||||||
Notes: 1. In the Particular area that the Company expects for the candidates for Directors to have for Directors above, ● indicates that the respective candidates have extensive experience and deep insight given the Company's criteria for each career skill, described in Reference: "Policy and Process for Selecting Candidates for Director. This Career Skill Matrix does not cover all the experience and insight possessed by the candidates for Director.
2. Appointments as members or chairpersons of the above committees are to be decided at the Board of Directors meeting to be held after the close of the Meeting.
4
Name | Brief Employment History | Number of the | ||
Company's | ||||
(Date of Birth) | ||||
Shares Held | ||||
1. Christina Ahmadjian | January 1995 | Assistant Professor, Graduate School of Business, | 500 | |
(March 5, 1959) | Columbia University (until October 2001) | |||
October 2001 | Assistant Professor, Graduate School of | |||
*Candidate for Outside | International Corporate Strategy, Hitotsubashi | |||
Director | University | |||
*Female | October 2004 | Professor, Graduate School of International | ||
Corporate Strategy, Hitotsubashi University | ||||
April 2010 | Dean, Graduate School of International Corporate | |||
Strategy, Hitotsubashi University | ||||
April 2012 | Professor, Graduate School, Division of | |||
Commerce, Hitotsubashi University | ||||
April 2018 | Professor, Graduate School of Business | |||
Administration, Hitotsubashi University (until | ||||
April 2022) | ||||
June 2021 | Member of the Board of the Company (to present) | |||
April 2022 | Specially Appointed Professor, College of Business | |||
Department of Global Business, Rikkyo University | ||||
(until March 2023) | ||||
Important Concurrent Positions: | ||||
Outside Director, Asahi Group Holdings, Ltd. | ||||
Outside Director, Sumitomo Electric Industries, Ltd. | ||||
Outside Director, Niterra Co., Ltd. | ||||
Reasons for Nomination of a Candidate and Outline of Expected Roles: | ||||
The Company has nominated her as a candidate for 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. Although she has never been involved in management of | ||||
stock companies or membership companies, the Company has judged that | ||||
she can perform the duties as Outside Director based on her abundant | ||||
experience of serving in the positions of outside directors. The | ||||
Company expects her to supervise the business execution and provide | ||||
advice on management based on her extensive experience and deep | ||||
insight especially relating to such areas as global business, | ||||
sustainability/ESG, audit/legal/risk management and corporate | ||||
governance. | ||||
Notice relating to Independence of Candidate for Outside Director: | ||||
・The Company has notified the Tokyo Stock Exchange, on which the | ||||
Company lists its shares, of her as an independent Director. | ||||
Attendance at Meeting of the Board of Directors: | ||||
12 out of 12 meetings | ||||
Attendance rate: 100% | ||||
Attendance at Meeting of the Compensation Committee: | ||||
4 out of 4 meetings | ||||
Attendance rate: 100% |
5
Name | Brief Employment History | Number of the | |
Company's | |||
(Date of Birth) | |||
Shares Held | |||
Year served as a Director | |||
3 years | |||
2. Masashi Oka | April 1979 | Joined The Mitsubishi Bank, Ltd. (currently, | 2,000 |
(July 11, 1955) | MUFG Bank, Ltd. "MUFG") | ||
June 2004 | General Manager and Global Head, Syndicated | ||
*Candidate for Outside | Finance Division, The Bank of Tokyo-Mitsubishi, | ||
Director | Ltd. (currently, MUFG) | ||
*Male | June 2005 | Executive Officer, The Bank of Tokyo-Mitsubishi, | |
Ltd. | |||
April 2008 | Executive Officer and General Manager, Corporate | ||
& Investment Banking Strategy Division, The | |||
Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently, | |||
MUFG) |
October 2009 Managing Executive Officer, The Bank of Tokyo- Mitsubishi UFJ, Ltd.
July 2010 Managing Executive Officer, The Bank of Tokyo- Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A. (currently, MUFG Union Bank, N.A.)
May 2012 Managing Executive Officer and CEO for Americas, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A.
May 2013 Senior Managing Executive Officer and CEO for Americas, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A.
July 2014 Special Advisor to the President & CEO, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Director & Executive Chairman, MUFG Americas Holdings Corporation and Director & Executive Chairman, MUFG Union Bank, N.A.
October 2015 Special Advisor to the President & CEO, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (until June 2016)
May 2016 Counselor, NIKON CORPORATION June 2016 Senior Executive Vice President, CFO and
Representative Director, NIKON CORPORATION April 2020 Director, NIKON CORPORATION (until May
2020)
June 2020 President & CEO, Representative Director, Sony Financial Holdings Inc. (currently, Sony Financial Group Inc.) and President, Representative Director, Sony Financial Ventures Inc.
June 2022 Member of the Board of the Company (to present) June 2023 Senior Advisor, Sony Financial Group Inc. (to
present)
Important Concurrent Positions:
Senior Advisor, Sony Financial Group Inc.
Reasons for Nomination of a Candidate and Outline of Expected Roles: The Company has nominated him as a candidate for Outside Director considering that he has superior character, insight and high ethical
6
Name | Brief Employment History | Number of the |
Company's | ||
(Date of Birth) | ||
Shares Held | ||
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. The Company expects him to supervise the business execution and provide advice on management based on his extensive experience and deep insight especially relating to such areas as corporate management, global business, financial accounting/investment, audit/legal/risk management and corporate governance.
Notice relating to Independence of Candidate for Outside Director:
・The Company has notified the Tokyo Stock Exchange, on which the Company lists its shares, of him as an independent Director.
・Although Mr. Masashi Oka was the President & CEO and Representative Director of Sony Financial Group Inc., the total amount of transactions between the Company and companies in which he has served as executive officer during the past 3 fiscal years is less than 1% of the net sales of either party.
Attendance at Meeting of the Board of Directors: 12 out of 12 meetings
Attendance rate: 100%
Attendance at Meeting of the Nominating Committee: 5 out of 5 meetings
Attendance rate: 100%
Attendance at Meeting of the Compensation Committee: 4 out of 4 meetings
Attendance rate: 100%
Year served as a Director 2 years
3. Kyoko Okada | April 1982 | Joined Shiseido Company, Limited | 0 | |
(July 26, 1959) | October | 2011 | General Manager, Corporate Culture Department, | |
Shiseido Company, Limited | ||||
*Candidate for Outside | October | 2012 | General Manager, Corporate Culture Department | |
Director | and Group Leader for the 150-Year History | |||
*Female | Compilation Project, Shiseido Company, Limited | |||
April | 2015 | General Manager, Executive Section, General | ||
Affairs Department, Shiseido Company, Limited | ||||
June 2015 | Audit & Supervisory Board Member (Full-time), | |||
Shiseido Company, Limited (until March 2019) | ||||
June 2022 | Audit & Supervisory Board Member | |||
(KANSAYAKU) of the Company | ||||
June 2023 | Member of the Board of the Company (to present) | |||
Important Concurrent Positions: | ||||
Outside Audit & Supervisory Board Member, Daio Paper Corporation | ||||
Outside Director, JACCS CO., LTD. |
7
Name | Brief Employment History | Number of the | ||
Company's | ||||
(Date of Birth) | ||||
Shares Held | ||||
Reasons for Nomination of a Candidate and Outline of Expected Roles: | ||||
The Company has nominated her as a candidate for 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. The Company expects her to | ||||
supervise the business execution and provide advice on management | ||||
based on her extensive experience and deep insight especially relating to | ||||
such areas as sustainability/ESG and audit/legal/risk management. | ||||
Notice relating to Independence of Candidate for Outside Director: | ||||
・The Company has notified the Tokyo Stock Exchange, on which the | ||||
Company lists its shares, of her as an independent Director. | ||||
Attendance at Meeting of the Board of Directors: | ||||
12 out of 12 meetings | ||||
Attendance rate: 100% | ||||
Attendance at Meeting of the Audit Committee: | ||||
11 out of 11 meetings | ||||
Attendance rate: 100% | ||||
Year served as a Director | ||||
1 year | ||||
4. Harufumi Mochizuki | April 1973 | Joined Ministry, International Trade and Industry | 2,000 | |
(July 26, 1949) | of Japan | |||
July 2002 | Director-General for Commerce and Distribution | |||
*Candidate for Outside | Policy, Minister's Secretariat, Ministry of | |||
Director | Economy, Trade and Industry of Japan, "METI" | |||
*Male | July 2003 | Commissioner, Small and Medium Enterprise | ||
Agency, METI | ||||
July 2006 | Commissioner, Agency for Natural Resources and | |||
Energy, METI | ||||
July 2008 | Vice-Minister of Economy, Trade and Industry of | |||
Japan | ||||
July 2010 | Retired from METI | |||
August 2010 | Special Advisor to the Cabinet of Japan (until | |||
November 2011) | ||||
October 2010 | Senior Advisor to the Board, Nippon Life | |||
Insurance Company (until April 2013) | ||||
June 2013 | President and CEO, Representative Director, | |||
Tokyo Small and Medium Business Investment & | ||||
Consultation Co., Ltd. | ||||
June 2023 | Senior Adviser, Tokyo Small and Medium | |||
Business Investment & Consultation Co., Ltd. (to | ||||
present) | ||||
June 2023 | President, Center for Information on Security | |||
Trade Control (to present) | ||||
June 2023 | Member of the Board of the Company (to present) | |||
Important Concurrent Positions: | ||||
External Board Director, HAZAMA ANDO CORPORATION |
8
Name | Brief Employment History | Number of the |
Company's | ||
(Date of Birth) | ||
Shares Held | ||
Reasons for Nomination of a Candidate and Outline of Expected Roles: The Company has nominated him as a candidate for 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. The Company expects him to supervise the business execution and provide advice on management based on his extensive experience and deep insight especially relating to such areas as corporate management, global business, audit/legal/risk management and corporate governance.
Notice relating to Independence of Candidate for Outside Director:
・The Company has notified the Tokyo Stock Exchange, on which the Company lists its shares, of him as an independent Director.
・Although Mr. Harufumi Mochizuki was the President and CEO and Representative Director of Tokyo Small and Medium Business Investment & Consultation Co., Ltd., there are no transactions between the Company and companies in which he has served as executive officer during the past 3 fiscal years.
Attendance at Meeting of the Board of Directors: 9 out of 9 meetings
Attendance rate: 100%
Attendance at Meeting of the Nominating Committee: 5 out of 5 meetings
Attendance rate: 100%
Attendance at Meeting of the Audit Committee: 11 out of 11 meetings
Attendance rate: 100%
Year served as a Director 1 year
5. Joji Okada | April 1974 | Joined Mitsui & Co., Ltd, | 100 |
(October 10, 1951) | June 2011 | Representative Director, Executive Managing | |
Officer and CFO, Mitsui & Co., Ltd, | |||
*Candidate for Outside | April 2012 | Representative Director, Senior Executive | |
Director | Managing Officer and CFO, Mitsui & Co., Ltd, | ||
*Male | April 2014 | Representative Director, Executive Vice President | |
and CFO, Mitsui & Co., Ltd, | |||
April 2015 | Director, Mitsui & Co., Ltd, | ||
June 2015 | Audit & Supervisory Board Member (Full-time), | ||
Mitsui & Co., Ltd, (until June 2019) | |||
November 2017 | Chairperson of The Japan Audit & Supervisory | ||
Board Members Association (until November | |||
2019) | |||
June 2023 | Member of the Board of the Company (to present) | ||
Important Concurrent Positions: | |||
Outside Audit and Supervisory Board Member, Japan Airlines Co., Ltd. |
9
Name | Brief Employment History | Number of the | ||
Company's | ||||
(Date of Birth) | ||||
Shares Held | ||||
Reasons for Nomination of a Candidate and Outline of Expected Roles: | ||||
The Company has nominated him as a candidate for 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. The Company | ||||
expects him to supervise the business execution and provide advice on | ||||
management based on his extensive experience and deep insight | ||||
especially relating to such areas as global business, financial | ||||
accounting/investment, audit/legal/risk management and corporate | ||||
governance. | ||||
Notice relating to Independence of Candidate for Outside Director: | ||||
・The Company has notified the Tokyo Stock Exchange, on which the | ||||
Company lists its shares, of him as an independent Director. | ||||
Attendance at Meeting of the Board of Directors: | ||||
9 out of 9 meetings | ||||
Attendance rate: 100% | ||||
Attendance at Meeting of the Audit Committee: | ||||
11 out of 11 meetings | ||||
Attendance rate: 100% | ||||
Year served as a Director | ||||
1 year | ||||
6. Yoshihito Yamada | April 1984 | Joined OMRON Tateisi Electronics Co. (currently, | 0 | |
(November 30, 1961) | OMRON Corporation) | |||
June 2008 | Executive Officer, OMRON Corporation and | |||
*Candidate for Outside | President and CEO, OMRON HEALTHCARE | |||
Director | Co., Ltd | |||
*Male | March 2010 | Senior General Manager of Corporate Strategic | ||
Planning H.Q., OMRON Corporation | ||||
June 2010 | Managing Executive Officer, OMRON | |||
Corporation | ||||
June 2011 | Representative Director, President, OMRON | |||
Corporation | ||||
June 2013 | Representative Director, President and CEO, | |||
OMRON Corporation | ||||
April 2023 | Representative Director, OMRON Corporation | |||
June 2023 | Chairman, Chair of the Board of Directors, | |||
OMRON Corporation (to present) | ||||
June 2023 | Member of the Board of the Company (to present) | |||
Important Concurrent Positions: | ||||
Chairman, Chair of the Board of Director, OMRON Corporation |
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NEC Corporation published this content on 28 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2024 00:36:05 UTC.