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NEC Corporation today announced that a decision to transition its structure from a Company with the Audit and Supervisory Board to a Company with a Nominating Committee, etc. was made at the meeting of the Board of Directors held on January 30, 2023. This decision is subject to approval at the Ordinary General Meeting of Shareholders scheduled to be convened in June 2023. The Board of Directors also decided to begin implementing organizational reforms prior to this transition, effective April 1, 2023, with the aim of establishing a business structure based on the strategic pillars of the Mid-term Management Plan 2025.
Under its Purpose-driven management, NEC is promoting initiatives that combine strategy and culture in order to achieve the Mid-term Management Plan 2025 as a milestone toward the realization of the NEC 2030VISION. In this globally intensifying competitive environment, through the reform of organizations, management, people and culture, which are the foundations that support NEC's culture, NEC aims to further strengthen corporate governance and boost management speed to accelerate the growth of its global business pillars, thereby helping to achieve the Mid-term Management Plan 2025 and to increase NEC's medium- to long-term corporate value as a global technology company.
1. Transition to a Company with a Nominating Committee, etc.
(1) Transition objectives and overview
NEC will separate the oversight function from execution by management in order to strengthen the oversight function of the Board of Directors. The Board of Directors is responsible for overseeing the execution of duties by executive officers as well as guiding the direction of management through deliberation of important matters related to NEC's basic management policy. In addition, the majority of the Board of Directors shall be comprised of independent outside directors (5 inside directors, 7 outside directors), and the Nominating Committee, Compensation Committee, and Audit Committee shall each be chaired by an independent outside director to promote the transparency and objectivity of management.
By delegating substantial authority to executive officers with respect to business execution, NEC will accelerate timely decision-making and implementation. In line with this, in addition to strengthening the internal audit function and establishing the position of Chief Risk Officer (CRO), by reorganizing the executive meeting bodies centered on the Executive Committee, NEC will conduct swift business operations while overseeing the risks surrounding NEC.
(2) Timing of transition
Plans are slated for NEC to make its transition to a Company with a Nominating Committee, etc. once the necessary amendments to the Articles of Incorporation, etc. have been approved at the 185th Ordinary General Meeting of Shareholders of NEC scheduled to be convened in June 2023.
2. Organizational reforms
(1)Clarifying the organizations driving growth business in the Mid-term Management Plan 2025
NEC will establish an organizational structure that allows it to concentrate on the execution of strategies for growth businesses in the Mid-term Management Plan 2025, and accelerate the execution of these strategies. Specifically, the Digital Government/Digital Finance Business will become a newly established DGDF Business Unit. In addition, NEC will integrate the business for domestic and international telecommunications carriers, including the Global 5G Business, into the "Telecom Service Business Unit," which will be newly established from renaming the "Network Service Business Unit." Moreover, NEC will unify the organizations responsible for the Healthcare and Life Science-related Businesses, such as AI Drug discovery and solutions for medical institutions, and work to expand this business, which is positioned to become one of the next pillars of growth.
(2)Unify product and service functions to accelerate DX business
The Digital Platform Business Unit will be newly established to centralize the planning, development, and provision of products and services necessary for DX business development across the NEC Group. NEC will promote the standardization of common functions and assets from a global perspective, as well as expand and strengthen its end-to-end DX offerings by leveraging all of its strengths from strategic consulting to platform (NEC Digital Platform) and delivery. By providing these offerings in combination with its know-how for each industry, NEC will contribute to resolving management agenda-related issues for customers and expanding the DX business.
(3) Strengthen the support of government digitalization and national security areas
NEC will implement organizational reform from the market and business model perspective. Specifically, NEC will create a new Public Business Unit, which will be responsible for projects targeting central ministries and local governments, and build a system that can centrally support the digitalization of government in Japan. In addition, NEC will newly establish the Aerospace and National Security Business Unit, which will be placed in charge of the aerospace and defense business as an organization that supports the national security field.
About NEC Corporation
NEC Corporation (nec.com) has established itself as a leader in the integration of IT and network technologies while promoting the brand statement of “Orchestrating a brighter world.” NEC enables businesses and communities to adapt to rapid changes taking place in both society and the market as it provides for the social values of safety, security, fairness and efficiency to promote a more sustainable world where everyone has the chance to reach their full potential.
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