Audit & Supervisory Board

Last updated : December 27, 2017

Background and Experience of Audit & Supervisory Board Members

Please refer to Profiles.

Composition of the Audit & Supervisory Board

The Audit & Supervisory Board comprises three outside independent Audit & Supervisory Board Members (one of whom is female), who have experience and knowledge in a range of fields—as a certified public accountant, university professor, and lawyer—and two full-time Audit & Supervisory Board Members (one of whom is female). We conduct effective audits by combining the independence of outside Audit & Supervisory Board Members with the superior information collection capabilities of full-time Audit & Supervisory Board Members. Among the board members, full-time Audit & Supervisory Board Member Takao Maezawa has experience in the accounting division of NTT and its affiliated companies, while outside independent Audit & Supervisory Board Member Michiko Tomonaga, a certified public accountant, has considerable knowledge in the areas of finance and accounting.

Activities of the Audit & Supervisory Board

Audit & Supervisory Board Members attend meetings of the Board of Directors and other important meetings. In addition, Audit & Supervisory Board Members meet periodically with Representative Members of the Board and Members of the Board to exchange ideas and opinions and hold discussions on various topics. In this way, Audit & Supervisory Board Members maintain an understanding of the execution of duties by Members of the Board and provide their opinions as needed.
In the fiscal year ended March 31, 2017, the Audit & Supervisory Board met 22 times. Moreover, separate from meetings of the Audit & Supervisory Board, the Audit & Supervisory Board Members Preliminary Deliberation Meeting convened 36 times. These meetings provide a venue for the sharing of information. For example, at these meetings Audit & Supervisory Board Members receive explanations from corporate officers on matters to be discussed at the Executive Officers Meeting. In addition, Audit & Supervisory Board Members work closely with Independent Auditors and the Internal Control Office. Audit & Supervisory Board Members exchanged opinions with the Independent Auditor nine times and with the Internal Control Office 10 times. Audit & Supervisory Board Members also receive explanations concerning audit plans and reports on the status of internal control systems and provide advice as needed.
In initiatives related to Group companies, Audit & Supervisory Board Members received information from the Representative Members of the Board on 20 major Group companies regarding the status of corporate governance and measures to maintain and enhance corporate governance, and discussions were conducted on those matters. In addition, Audit & Supervisory Board Members visited major bases in Japan and overseas (26 bases), received information from local representatives, and conducted discussions. Furthermore, Audit & Supervisory Board Members received reports regarding audit results, etc., from Audit & Supervisory Board Members of major Group companies and exchanged opinions with them. In addition, the Audit & Supervisory Board is implementing initiatives that contribute to enhancing the auditing activities of Audit & Supervisory Board Members of major Group companies, including regularly holding training sessions by outside experts for Audit & Supervisory Board Members of major Group companies.
Through these activities, Audit & Supervisory Board Members support the sound, steady growth of NTT and Group companies from an independent perspective that differs from that of individuals responsible for business execution. In addition, Audit & Supervisory Board Members contribute to the strengthening of corporate governance systems and the fostering of awareness of compliance matters.

Nomination Policy and Procedure for Audit & Supervisory Board Members

NTT has the policy of electing Audit & Supervisory Board Member candidates who have the capacity to provide audits based on specialized experience and insight. From the perspective of guaranteeing fair audits of the execution of duties by Members of the Board, for outside independent Audit & Supervisory Board Members, NTT elects people who present no risk of a conflict of interest with general shareholders. In accordance with the Companies Act, NTT ensures that outside independent Audit & Supervisory Board Members make up half or more of the Audit & Supervisory Board.
The procedure for nomination involves Members of the Board proposing Audit & Supervisory Board Member candidates based on the aforementioned nomination policy. These proposals are then discussed by the Audit & Supervisory Board, which consists of half or more of outside independent Audit & Supervisory Board Members, and consent is granted if appropriate. The candidates are then approved by the Board of Directors and presented for voting at the General Meeting of Shareholders.

Support Structures for Audit & Supervisory Board Members

The Office of Audit & Supervisory Board Members, which has four dedicated NTT employees, has been established as a structure to support audits by Audit & Supervisory Board Members. In addition, 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.
In addition, when Audit & Supervisory Board Members are elected, they are trained with respect to market trends and compliance. They then continue to undergo training on a broad spectrum of topics, including domestic and overseas economic and social issues, after being appointed.
Moreover, NTT is creating opportunities for tours and implementing other initiatives so that outside Audit & Supervisory Board Members can further deepen their understanding of NTT and NTT Group.