The NTT Group considers the enhancement of corporate governance to be of vital importance in maintaining our customers' and society's trust and ensuring our mutual sustained development.
Basic stance
The NTT Group considers the enhancement of corporate governance to be of vital importance in maintaining our customers' and society's trust and ensuring our mutual 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, and (4) full compliance with laws and regulations.
Corporate governance structure
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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.
NTT maintains a Board of Corporate Auditors, which is composed of five members, referred to as corporate auditors, of whom three are outside corporate auditors.
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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, fulltime directors, and the heads of staff organizations. The Executive Officers Meeting members meet once every week or two, and held 36 meetings in fiscal 2008. It also oversees the activities of committees charged with discussing 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.
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Internal control system
NTT is working to strengthen the Group's internal control systems with the Board of Directors adopting a basic policy for the maintenance of a system of internal controls 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 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.
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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 also endeavor to strengthen the auditing system by working closely with the NTT Group's independent accounting auditor through periodic discussion of audit plans and results, and other means.
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Internal audits
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.
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