Board of Directors
Last updated : December 27, 2017
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, 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 Group companies based on the medium- to long-term business strategy of the entire Group.
The Board of Directors of NTT decides on important items related to the Group's management that have passed the review of the Executive Officers Meeting, made up of the president, senior executive vice presidents, full-time directors, and the heads of staff organizations, 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 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 regarding Group management and the initiatives being taken to resolve them are reported and reviewed. In the fiscal year ended March 31, 2017, the Board of Directors met 12 times, and discussions were held on initiatives to expand profits in the near term for global cloud services, the status of business recovery and new policies aimed at sustained growth in network services, and measures for improving returns to shareholders in relation to "Toward the Next Stage 2.0."
Additionally, ideas and opinions on issues concerning Group management were exchanged among outside independent Members of the Board and Audit & Supervisory Board Members, among outside independent Members of the Board and Representative Members of the Board, among outside independent Members of the Board and executives of major Group companies in and outside Japan, and among outside independent Members of the Board of NTT and outside independent Members of the Board of major Group companies and other members.
In these meetings, we received opinions on NTT's Board of Directors from outside independent Members of the Board and Audit & Supervisory Board Members stating that adequate information is provided and that Members of the Board engage in active discussion, thereby ensuring the Board's effectiveness.
Taking into account these initiatives, through evaluation, we have determined 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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