Board of Directors
Last updated : July 25, 2018
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 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 supervising business execution.
Activities of the Board of Directors
In principle, the ordinary meetings of the Board of Directors are held 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.
Evaluation of the Effectiveness of the Board of Directors
The Board of Directors of NTT, which is a pure holding company, plays the role of monitoring the specific business operations of the Group companies based on the medium to long-term business strategy of the entire Group.
The Board of Directors of NTT decides important items related to the Group’s management which have passed the “Executive Officers Meeting,” made up of the president, senior executive vice presidents, full-time directors, and the heads of the staff organization, as well as the review of the various committees chaired by the president or a senior executive vice president and attended by the relevant directors, while also monitoring the status of the execution of the duties of the individual Members of the Board.
At the meetings of the Board of Directors, based on the authority of the individual Members of the Board, current issues in Group management and the initiatives being taken to resolve them are reported and reviewed, and in the fiscal year ended March 31, 2018, active discussions were held over initiatives undertaken on the basis of the medium-term management strategy, particularly business acquisitions and other initiatives to increase profits in the near term for global cloud services.
With respect to monitoring the status of the execution of business, the Board of Directors reviewed the status of initiatives in each significant execution area in easily comprehensible summaries and worked to strengthen the supervisory function of the Board of Directors.
Furthermore, in order to enable the independent outside Members of the Board to gain a deeper understanding of NTT Group’s business operations, the outside Members of the Board exchanged opinions with management of each major subsidiary regarding management strategies, and also made on-site visits to observe the status of the research and development initiatives and security business that NTT Group has been focusing on.
Additionally, ideas and opinions on issues in Group management were exchanged among the outside independent Members of the Board and the Audit & Supervisory Board Members, among the outside independent Members of the Board and the Representative Members of the Board, among the outside independent Members of the Board and the executives of the major Group companies in and outside Japan, and among the outside independent Members of the Board of NTT and the outside independent Members of the Board of the major Group companies and other members. In these meetings, we received opinions on NTT’s Board of Directors from the outside independent Members of the Board and the Audit & Supervisory Board Members that adequate information is provided and Members of the Board engage in active discussion, thereby ensuring the Board’s effectiveness.
Taking into account these initiatives, we have evaluated that the effectiveness of the Board of Directors is being 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. NTT has established the policy of positioning human resources who share these ideals in the upper ranks of NTT Group's management, and NTT is electing these human resources from both inside and outside the Group.
In regard to Member of the Board candidates, individuals are elected based on their having the broad-ranging perspective and experience, superior management skills and leadership, strong business intuition, and motivation necessary to contribute to the overall development of NTT Group in order to facilitate the increasing 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 elects 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 Member of the Board candidates 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.
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
NTT Group works to cultivate candidates suitable for positions in top management who are able to respond to the rapidly changing management environment by creating a range of training opportunities in such areas as domestic and overseas economic and social issues, compliance, and risk management, and by allowing employees to accumulate new job experience. Additionally, outside independent Members of the Board can gain a deeper understanding of NTT Group's businesses through opportunities to deepen their understanding of the business trends of Group companies and of the latest R&D results at the research facilities of NTT.
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