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Corporate governance
1. Basic stance
The NTT Group considers corporate governance to be a matter of vital importance in maintaining our customers' and the public's trust and ensuring its sustained development. The Group's corporate governance efforts are directed at ensuring the following: (1) Sound management(2) Appropriate decision-making and execution of business
(3) Clear accountability
(4) Full compliance with laws and regulations
2. Composition of board of directors and board of audit
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.
NTT maintains a board of audit, which is composed of five members, referred to as corporate auditors, of whom three are outside corporate auditors.
3. 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, full-time directors, and the heads of staff organizations. The Executive Officers Meeting members meet once every week or two, and held 33 meetings in fiscal 2007. It also oversees the activities of committees charged with discussing specific areas of company and group management strategy. In principle, each committee is chaired by either the President or a Senior Executive Vice President, and has a membership composed of directors and other senior executives involved in the specific areas for which each committee is responsible. Committee meetings are held as occasion demands.4. Internal control system
Though NTT already had compliance, risk management, and other internal control systems in place, in conjunction with the coming into effect of Japan's new Corporation Law (May 2006), the board of directors adopted a basic policy related to the creation of a system of internal controls for the NTT Group as a whole to ensure the appropriate execution of duties, and is working to enhance Group internal control systems.NTT also reformed its financial reporting internal control system in line with the US Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley Act) Section 404. Tests conducted to assess the reforms and operation of the system revealed no major problems and confirmed the effectiveness of the new system.
5. Audits by the 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 also endeavor to strengthen the auditing system by working closely with the NTT Group's audit firm through means such as periodic discussion of audit plans and results.6. Internal audits
NTT's Internal Control Office conducts inspections of the status and operating effectiveness of internal controls across the group as a whole through such measures as conducting standardized group audits that target all group companies and checking the work of internal auditors in each group company. The Internal Control Office also continues the work of building, operating and improving internal control systems across the NTT Group, including IT controls.Corporate governance structure
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