We constantly strive to earn the trust of our customers through providing safe and secure services.
Basic stance
NTT believes that raising the effectiveness of corporate governance across the NTT Group is an important management issue for meeting the expectations of its customers and society at large and together achieving sustainable development. We are accordingly working to strengthen corporate governance based on the fundamental policies of (1) practicing sound management, (2) conducting appropriate decision-making and business activities, (3) clarifying accountability, and (4) ensuring thoroughgoing compliance.
Corporate governance structure
This point is about one seventh of the way down the page.
Composition of Board of Directors and Board of Corporate Auditors
NTT maintains a board of 12 directors, two of whom are outside directors. In principle, the Board of Directors meets once per month to make decisions and report on important management issues. The rate of attendance at these meetings by outside directors in fiscal 2009 was 96%.
NTT maintains a Corporate Auditor system with a Board of Corporate Auditors composed of five members, three of whom are outside corporate auditors.
This point is about two sevenths of the way down the page.
Executive Officers Meeting and committees
In principle, important company matters are discussed and decided by NTT's Executive Officers Meeting, which is made up of the President, Senior Executive Vice Presidents, directors with management responsibilities, and the heads of staff organizations. The Executive Officers Meeting members meet around once a week, and held 28 meetings in fiscal 2009. Under the Executive Officers Meeting, committees have been created to discuss specific areas of Group company management strategy. In principle, each committee is chaired by either the President or a Senior Executive Vice President, with other directors and senior executives involved in relevant areas participating as occasion demands.
This point is about three sevenths of the way down the page.
Audits by the corporate auditors
Each corporate auditor of NTT audits the performance of NTT's directors in the execution of their duties as occasion demands. The corporate auditors work to bolster the audit system through regularly sharing information on audit plans and audit results with the Independent Auditor, in addition to conducting audits in partnership with the corporate auditors of group companies.
This point is about four sevenths of the way down the page.
Internal control systems
NTT is working to strengthen the Group's internal control systems with the Board of Directors adopting a Basic Policy on the Maintenance of an Internal Control System to ensure the appropriate execution of duties within each Group company.
In line with the U.S. Public Company Accounting Reform and Investor Protection Act (Sarbanes-Oxley Act) and Japan's Financial Instruments and Exchange Law, the NTT Group is working to document business processes and conducts repeated tests to confirm the effectiveness of its financial reporting internal control system.
NTT's Internal Control Office monitors the status and operating effectiveness of internal controls across the Group as a whole through such measures as conducting standardized audits that target all Group companies and checking the work of internal auditors in each Group company, as well as implementing improvements to the Group's internal control systems.
This point is about five sevenths of the way down the page.
Basic Policy on the Maintenance of an Internal Control System for NTT Group (Board of Directors Resolution)
- NTT maintains a system of internal controls, including measures for the prevention and minimization of losses, to ensure compliance with applicable laws, appropriate risk management, and proper and efficient business operations.
- To maintain the internal control system outlined above, NTT has established an Internal Controls Office to oversee the establishment and maintenance of rules and structures. This body also evaluates the effectiveness of the internal control system and makes necessary system revisions by conducting audit reviews and coordinating audits of high-risk matters common to group companies.
- NTT also takes appropriate measures to ensure the reliability of its internal control system based on the U.S. Sarbanes-Oxley Act Sections 302 (disclosure controls) and 404 (internal control relating to financial reporting).
- As the Chief Executive Officer, the President is responsible for ensuring the establishment, maintenance, and operation of the system of internal controls.
This point is about six sevenths of the way down the page.
Defining accountability
NTT strives to maintain appropriate, timely, and fair information disclosure and is aware that obtaining proper corporate valuations in the market through such disclosure is essential. Accordingly, NTT announces quarterly financial results. In addition, the President and other officers will conduct briefings, and NTT Group management strategies are disclosed through press conferences and announcements. Information is also promptly disclosed on the NTT website to fulfill NTT Group's accountability responsibilities.
This is the end of the text.Return to the CSR main menu.
