By:(c)Monex.inc.
Corporate Governance·CSRLast updated : October 22, 2009
Corporate Governance (1)
NTT continues to enhance its various management systems to support the sound development of its Group companies and establish a foundation of trust.
Strengthening Corporate Governance and the Internal Control System
Basic Philosophy
As the holding company of NTT Group, NTT believes that raising the effectiveness of corporate governance is an important management issue for meeting the expectations of various stakeholders,
including shareholders and other investors, as well as customers, business partners, and employees, and for maximizing corporate value.
Accordingly, NTT Group is working to strengthen corporate governance based on its fundamental policies of ensuring sound management, conducting appropriate decision-making and business activities, clarifying accountability and maintaining thorough compliance.
Board of Directors and Board of Corporate Auditors
NTT maintains a Board of Directors with 12 members, including two outside directors. In principle, the Board of Directors meets once per month to make decisions and report on important management issues.
NTT also maintained a Corporate Auditor system, including a Board of Corporate Auditors with five members, three of whom are outside corporate auditors.
Executive Officers Meeting and Committees
The important corporate matters to be decided are, in principle and in advance, discussed by NTT's Executive Officers Meeting. The Executive Officers Meeting comprises the President, Senior Executive
Vice Presidents, directors with management responsibilities and the heads of staff organizations, and meets around once a week, with a total of 28 meetings held in the fiscal year ended March 31, 2009.
In addition, committees have been created under the Executive Officers Meeting to discuss specific issues related to the management strategies of NTT Group companies. These committees are in principle
chaired by the President or a Senior Executive Vice President, and meetings are attended by relevant directors and other personnel as necessary.
Audits by Corporate Auditors
NTT's corporate auditors audit the performance of directors' duties from the viewpoint of appropriateness. The corporate auditors are working with the Independent Auditor periodically to exchange information on audit plans and audit results to bolster the audit system, in addition to conducting audits in partnership with the corporate auditors of group companies.
Internal Control Systems
NTT has established a basic policy on the maintenance of an internal control system for NTT Group through a resolution of the Board of Directors to put in place a structure for ensuring the appropriate execution of duties within each Group company, while continuing efforts to establish further rules and systems related to internal controls based on the above-mentioned basic policy.
In terms of ensuring the reliability of the internal control over financial reporting based on the U.S. Sarbanes-Oxley Act and Japan's Financial Instruments and Exchange Law, NTT Group is working to document business processes and conduct repeated tests to provide reasonable assurance as to effectiveness of internal control over financial reporting.
NTT's Internal Control Office plays a primary role in monitoring the status and verifying the 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 status of progress of internal auditors in each Group company, as well as leading efforts to improve the Group's internal control systems.
Corporate Governance Structure (Including an Outline of the Internal Control System)
- Basic Policy on the Maintenance of an Internal Control System for NTT Group (Board of Directors Resolution)
- 1. 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.
- 2. 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.
- 3. 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).
- 4. As the Chief Executive Officer, the President is responsible for ensuring the establishment, maintenance and operation of the system of internal controls.
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.
