budget.
(4)Corporate officers shall efficiently conduct business in accordance with midterm corporate management goals and budgets decided by the Board of Directors. The Business Progress Committee, shall review the performance as compared with the budgets, which shall be reported to the Board of Directors.
(5)The performance of the duties by directors and corporate officers shall be properly report to the Board of Directors.
(6)Corporate officers and other employees shall competently and efficiently perform their duties in accordance with the Rules on Internal Authorization and the Rules on Authorization for Daily Operation.
5.Systems for ensuring the proper operation of NEC Group
(1)NEC shall, through NEC Group Management Policy, give instructions and assistance to subsidiaries for the establishment of the systems ensuring compliance with laws and regulations and fairness of the operation of business.
(2)NEC shall, in order to improve the soundness and efficiency of management systems in NEC Group, dispatch directors and corporate auditors where necessary and decide on a division in charge of supervising each of the subsidiaries, and such division in charge shall exchange information, and consult, with such subsidiary regarding matters of importance on business operations.
(3)When required for improving the soundness of management systems as well as ensuring proper operations of NEC Group, matters of importance on business operations of subsidiaries shall require the approval by NEC, and matters of particular importance shall be discussed at NEC's Executive Committee and submitted to the Board of Directors of NEC for approval.
(4)The Corporate Auditing Bureau shall conduct audits of subsidiaries through cooperation with their internal auditing sections to ensure their proper operations.
(5)Corporate auditors of NEC shall conduct audit of subsidiaries, which includes visits to subsidiaries. Corporate auditors of NEC shall also cooperate with corporate auditors of subsidiaries in order to ensure the proper operation of NEC Group, by exchanging their opinions on the audit and other measures.
(6)From the perspective of proper and efficient operations of NEC Group, NEC shall endeavor to conduct improvement and standardization of business processes, and further strengthen its internal control utilizing information systems. Each division and subsidiary of NEC shall perform such activities with the support of corporate staff divisions concerned.
6.Systems for ensuring reliability of financial reporting
(1)Internal control over financial reporting of NEC Group shall be evaluated, maintained and improved in accordance with Financial Products Exchange Law of Japan and other applicable laws and regulations, both domestic and overseas.
(2)Each division and subsidiary of NEC shall ensure the appropriate financial reporting in performing their own duties, through segregation of duties and daily monitoring.
7.Matters regarding employees assisting corporate auditors and the independence of such employees from directors
NEC shall establish the Corporate Auditors Office with full-time employees to assist corporate auditors in performing their duties. Matters regarding such employees, including performance review, personnel change and disciplinary action, shall be approved by corporate auditors.
8.Systems of reporting to corporate auditors by direct1ors and employees and other systems regarding reporting to corporate auditors
(1)Directors and employees shall report to corporate auditors on the status of the performance of their duties, as required by corporate auditors.
(2)Designated employees, including general managers of the Corporate Auditing Bureau and the Corporate Controller Division, shall make monthly, quarterly or other periodical report to corporate auditors.
(3)General Manager of the Corporate Auditing Bureau shall periodically report to corporate auditors on the status of operation of "Compliance Hotline", a hotline for internal reporting. In the event he/she believes that there occurred any violation of NEC Group Charter of Corporate Behavior and NEC Group Code of Conduct by a director or there arises an urgent matter, General Manager of the Corporate Auditing Bureau shall immediately report the relevant facts to corporate auditors.
(4)Documents evidencing approval of important matters shall be submitted to corporate auditors for their review.
9.Systems for ensuring the effective audit by corporate auditors
(1)Corporate auditors shall attend at the meetings of the Board of Directors and such other important meetings as they deem necessary.
(2)Full-time corporate auditors shall be provided with an office for his/her use.
(3)Corporate auditors shall have access to the information stored in internal information systems such as accounting information system at any times.