Board of Directors
Last updated : October 31, 2016
Background and Experience of Members of the Board
Please refer to Profiles.
Composition of the Board of Directors
The Board of Directors is of a size appropriate to the Group's
business, and the composition of the Board of Directors reflects
consideration for a balance of experience and specialties and
for diversity. The Board of Directors has 12 Members of the
Board, including two outside independent Members of the
Board who have been appointed in order to strengthen functions
for appropriately supervising business execution.
For information about the past experience and specialties of individual Members of the Board, please refer to Profiles.
Activities of the Board of Directors
In principle, the Board of Directors meets once per month.
In addition, extraordinary meetings are held as needed. 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.
In the fiscal year ended March 31, 2016, the Board of Directors met 12 times and made decisions on important matters relating to corporate management and Group management, such as the Medium-Term Management Strategy, "Towards the Next Stage 2.0," and "the future of fixed phones," which is a medium-to-long-term issue for local communications businesses. These decisions were made through a process of lively debate among Members of the Board.
Evaluation of the Effectiveness of the Board of Directors
To improve the effectiveness of the Board of Directors, and to
strengthen corporate governance, meetings intended for the
exchange of opinions among outside independent Members of
the Board and Audit & Supervisory Board Members and among
outside independent Members of the Board and Representative
Members of the Board were held based on a variety of themes.
In these meetings, NTT received opinions on NTT's Board of Directors that adequate information is provided and Members of the Board engage in active debate, thereby ensuring the Board's effectiveness. As a result, these opinions constitute an assessment that the effectiveness of the Board of Directors has been ensured, and NTT will work to further improve the Board's effectiveness going forward.
Nomination Policies and Procedure for Members of the Board
NTT Group strives to contribute to the resolution of social issues
and the realization of a safer, more secure, and more affluent
society. To accomplish this goal, the Group acts as a trusted
"Value Partner" that customers continue to select in order to
provide them with new value on a global basis. We have established
the policy of positioning human resources that share
these ideals in the upper ranks of NTT Group's management,
and we are selecting these human resources from both inside
and outside the Group.
In regard to Member of the Board candidates, individuals who are selected have the broad-ranging perspective and experience necessary to contribute to the overall development of NTT Group in order to facilitate the increase of NTT Group's corporate value.
From the perspective of strengthening the function of supervising business execution, for outside independent Members of the Board, NTT selects individuals who present no risk of a conflict of interest with general shareholders. In principle, NTT appoints several outside independent Members of the Board.
The nomination procedure for candidates for Members of the Board involves the review of candidates by the Appointment and Compensation Committee. The candidates are then approved by the Board of Directors and presented for voting at the General Meeting of Shareholders.
For information about the nomination and appointment of each Member of the Board and Audit & Supervisory Board Member, please refer to pages 6 through 13 of the "Notice of Convocation of the 31st Ordinary General Meeting of Shareholders"(pdf: 3.41MB).
Support System for Members of the Board
NTT has concluded contracts with the lawyers and other
specialists who may be called upon as necessary to provide
advice at the expense of NTT.
The secretariat of the Board of Directors is made available as a venue of contact for outside independent Members of the Board, which they can use to receive support with regard to their daily duties through explanations, responses to inquiries about business execution, and other means.
Training for Members of the Board
When Members of the Board are elected, they are trained with respect to market trends, compliance, and other matters. After appointment, they continue to undergo training on broad spectrum of topics, including domestic and overseas economic and social issues. Their broad-ranging perspectives and management skills, which contribute to the overall development of NTT Group, are further enhanced. Additionally, outside Members of the Board can gain a deeper understanding of NTT and NTT Group businesses through opportunities to attend briefings on the business trends of Group companies, tour research facilities, and take part in other activities.
Compensation of Members of the Board
NTT Group has established the following NTT Group Personnel Policy, which defines policies for determining the amounts and calculation methods for compensation of Members of the Board. Based on this policy, for the purpose of improving objectivity and transparency in the decisions of 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 independent Members of the Board, as a preliminary review institution of the Board of Directors.
NTT Group Personnel Policy (extract)
- Compensation of Members of the Board
- Compensation of Members of the Board (excluding outside Members of the Board) consists of a base salary and a bonus. The base salary is
paid monthly on the basis of the scope of each Member of the Board's roles and responsibilities. The bonus is paid taking into account
NTT's business results for the respective fiscal year.
Also, Members of the Board make monthly contributions of a minimum defined amount from their base salary for the purchase of NTT shares through the Board Members Shareholding Association in order to reflect NTT's medium- and long-term business results in compensation. Purchased shares are to be held by the Members of the Board throughout their terms of office.
In order to maintain a high level of independence, compensation of outside Members of the Board consists of a base salary only, and is not linked to NTT's business results.
Total Compensation of Members of the Board (Fiscal Year Ended March 31, 2016)
|Position||Number of payees||Total compensation|
|Members of the Board||12||¥521 million|
- 1 The maximum limit on total annual compensation of Members of the Board was set at an aggregate of ¥750 million at the 21st Ordinary General Meeting of Shareholders held on June 28, 2006.
- 2 Total compensation of Members of the Board includes ¥93 million in bonuses for the current fiscal year.
- 3 In addition to the above, an aggregate of ¥13 million is to be paid to Members of the Board who are also employees as bonuses for their service as employees.
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