Overview of Corporate Governance Systems

Last updated : October 31, 2016

Basic Policy

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 is working to strengthen corporate governance based on the purpose of the principles of Japan's Corporate Governance Code.
To advance the Medium-Term Management Strategy, "Towards the Next Stage 2.0," and place the entire Group on a profit growth track, NTT will work to realize its basic policies of: (1) ensuring sound management; (2) executing appropriate decision-making and business activities; (3) clarifying accountability; and (4) maintaining thorough compliance.

Overview of Corporate Enhancing Governance System

Corporate Governance System

Composition of Board of Directors / Audit & Supervisory Board

NTT, in order to strengthen functions for appropriately supervising business execution, appoints several outside independent Members of the Board and establishes the Audit & Supervisory Board, of which outside independent Audit & Supervisory Board Members make up a majority to strengthen its auditing system. Additionally, NTT has voluntarily established the Appointment and Compensation Committee, which consists of two outside independent Members of the Board and two internal Members of the Board, to further increase the objectivity and transparency of decisions relating to appointment and compensation. NTT has determined that governance functions based on the Company with Board of Company Auditors model are sufficiently effective to achieve this purpose.

Board of Directors [Number of meetings in the fiscal year ended March 31, 2016: 12]

The Board of Directors consists of 12 Member of the Board, including two outside independent Members of the Board.
The Board of Directors makes decisions on matters stipulated by law and on important matters related to corporate management and Group management. Moreover, through such means as periodic reports from Members of the Board on the status of the execution of members' duties, the Board of Directors supervises the execution of duties by Members of the Board.

Audit & Supervisory Board [Number of meetings in the fiscal year ended March 31, 2016: 25]

The Audit & Supervisory Board consists of a total of five Audit & Supervisory Board Members, comprising two internal Audit & Supervisory Board Members and three outside independent Audit & Supervisory Board Members.
From an independent perspective that differs from that of executives, the Audit & Supervisory Board implement operational audits and accounting audits and audit the status of the execution of duties by Members of the Board.

Appointment and Compensation Committee [Number of meetings in the fiscal year ended March 31, 2016: 2]

For the purpose of improving objectivity and transparency in the decisions of appointments and compensation of Members of the Board, NTT has established on a non-statutory basis the Appointment and Compensation Committee, which consists of four Members of the Board, including two outside Members of the Board, as a preliminary review institution of the Board of Directors.

Executive Officers Meeting [Number of meetings in the fiscal year ended March 31, 2016: 36]

Important corporate matters to be decided are, in principle and in advance, discussed by the 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 is held about once a week. To improve the transparency of management decision-making, one Audit & Supervisory Board Member participates in the Executive Officers Meeting.

Various Committees

A number of committees have been established below the Executive Officers Meeting to discuss specific issues related to corporate and Group management strategies. These committees, which are convened as necessary throughout the year, are in principle chaired by the president or a senior executive vice president and are attended by relevant Members of the Board and others.

Major Committees

Committee name Overview
CSR CommitteeFormulates basic CSR strategy and CSR goals for the Group, formulates basic policy for CSR-related reports
Corporate Ethics CommitteeEstablishes corporate ethics, takes thorough steps to maintain discipline
Human Rights Education CommitteeEstablishes human rights education systems and responds to discrimination incidents, etc.
Technology Strategy CommitteeFormulates R&D vision, technology development strategy, and R&D alliance strategy
Investment Strategy CommitteeFormulates investment strategy related to large investment projects, etc.
Finance Strategy CommitteeFormulates basic strategies related to finance and policies for addressing financial issues
Business Risk Management CommitteeUndertakes crisis management for the handling of business risks related to corporate management
Disclosure CommitteeEstablishes policies for compiling yearly reports
U.S. Sarbanes-Oxley Act Internal Control CommitteeTracks status of internal control in accordance with the Sarbanes-Oxley Act on a Groupwide basis, verifies and monitors measures to improve deficiencies
Group CISO CommitteeFormulates of the Group's information security management strategies