Independent Members of the Board and Audit & Supervisory Board Members

Last updated : April 3, 2017

Nomination Procedure for Outside Members of the Board and Outside Audit & Supervisory Board Members

From the perspectives of strengthening supervising functions for execution and guaranteeing appropriate audits of the execution of duties by Members of the Board, NTT has the policy of selecting individuals to serve as outside Members of the Board and outside Audit & Supervisory Board Members who do not represent risks of conflicts of interest with general shareholders.
NTT designates outside Members of the Board and outside Audit & Supervisory Board Members who fulfill both the independence criteria stipulated by the Tokyo Stock Exchange and NTT's own independence standards as independent Members of the Board or independent Audit & Supervisory Board Members.

Independence Standards

In order to meet the independence standards, a person may not fall under any of the categories below in the last three fiscal years

  • (1) A person who executes business in a partner company that exceeds NTT's standards*1
  • (2) A person who executes business in a lending company that exceeds NTT's standards*2
  • (3) A consultant, an accountant, a lawyer, or any other person providing professional services, who received monetary payments or any other gain in assets equal to or more than ¥10 million, excluding the Board Members' or Audit & Supervisory Board Members' compensation, from NTT or its major subsidiaries*3 in any of the last three fiscal years
  • (4) A person who executes business in an organization that received donations exceeding NTT's standards

Even if any of (1) through (4) above applies to a person, where it has been decided that a person meets the independence standards, the reasons shall be explained and disclosed at the time of the person's appointment as the Independent Member of the Board or Audit & Supervisory Board Member.

  • *1 "A company that exceeds NTT's standards" is defined as a company that has had any business dealing with NTT and its major subsidiaries*3 in any of the last three fiscal years equal to or more than 2% of the total operating revenues of NTT and its major subsidiaries for the respective fiscal year.
  • *2 "A lending company that exceeds NTT's borrowing standards" is defined as a company in which the total amount of borrowings on a consolidated basis in any of the last three fiscal years equals to or is more than 2% of NTT's consolidated total assets for the respective fiscal year.
  • *3 The major subsidiaries are NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION, NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION, NTT COMMUNICATIONS CORPORATION, NTT DATA CORPORATION, and NTT DOCOMO, INC.
  • *4 An "organization that received donations exceeding NTT's standards" is defined as an organization which received donations from NTT and its major subsidiaries*3 in any of the last three fiscal years exceeding ¥10 million or 2% of the total income of the organization, whichever is larger, during the respective fiscal year.

Reason for Nomination and Status of Independence

Outside Members of the Board (Independent Members of the Board)

Name Reason for nomination Status of independence
Total amount of transactions with and total amount of donations from NTT and its major subsidiaries in the last three fiscal years
Katsuhiko
Shirai
Katsuhiko Shirai has a wealth of experience as operational director of an educational institution and a high level of integrity and insight. NTT believes that he will help strengthen the supervisory function for business execution and expects to incorporate the opinion he provides from his wide-ranging experience and his managerial perspective. Waseda University, at which Katsuhiko Shirai has served as President Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the university Less than 1%
Total of donations Comparison with total annual revenues of the university Less than 1%
The Open University of Japan Foundation, at which Katsuhiko Shirai currently served as Chairperson Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the university Less than 1%
Total of donations - Less than ¥10 million
Sadayuki
Sakakibara
Sadayuki Sakakibara has a wealth of experience, including as operational director of an educational institution, and a high level of integrity and insight. NTT believes that he will help strengthen the supervisory function for business execution and expects to incorporate the opinion he provides from his wide-ranging experience and his managerial perspective. Toray Industries, Inc., at which Sadayuki Sakakibara served as Chairman of the Board Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the company Less than 1%
Japan Business Federation (Keidanren), at which Sadayuki Sakakibara currently serves as Chairman Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%

Outside Audit & Supervisory Board Members (Independent Audit & Supervisory Board Members)

Name Reason for nomination Status of independence
Total amount of transactions with and total amount of donations from NTT and its major subsidiaries in the last three fiscal years
Michiko
Tomonaga
Michiko Tomonaga has worked for many years as a Certified Public Accountant, and NTT expects that she will conduct future audits based on the knowledge and insight that she has gained through her career. Ernst & Young Japan, at which Michiko Tomonaga worked as Senior Partner (retired in June 2010) Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the audit firm Less than 1%
Japanese Institute of Certified Public Accountants, at which Michiko Tomonaga served as Vice President
(retired in July 2010)
Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the association Less than 1%
Seiichi
Ochiai
Seiichi Ochiai has been serving for many years as a university professor specializing in the study of law, and NTT expects that he will conduct future audits based on the knowledge and insight that he has gained through his career. Tokyo University, at which Seiichi Ochiai was a professor Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the university Less than 1%
Total of donations Comparison with total annual revenues of the university Less than 1%
Chuo University, at which Seiichi Ochiai was a professor
(retired in March 2015)
Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the university Less than 1%
Total of donations - Less than ¥10 million
Takashi
Iida
Takashi Iida has worked for many years in legal sectors, and NTT expects that he will conduct future audits based on the knowledge and insight that he has gained through his career. Mori Hamada & Matsumoto with which Takashi Iida was affiliated
(retired in December 2011)
Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Daini Tokyo Bar Association, at which Takashi Iida served as Chairman
(retired in March 2007)
Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Japan Federation of Bar Associations, at which Takashi Iida served as Vice President
(retired in March 2007)
Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Comparison with total annual revenues of the association Less than 1%
Kowa Law Office, which Takashi Iida established Total of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%

Status of Activities of Outside Members of the Board and Outside Audit & Supervisory Board Members

Name Statements made at Board of Directors' Meetings and Audit & Supervisory Board Meetings
Outside Members of the Board (Independent Members of the Board) Katsuhiko Shirai Katsuhiko Shirai made comments mainly concerning the business strategies of Group companies, global strategy, and research and development from his perspective as an operational director of an educational institution with extensive experience.
Sadayuki Sakakibara Sadayuki Sakakibara made comments mainly concerning the business strategies of Group companies, investment, and business plans from his perspective as a corporate executive with extensive experience.
Outside Audit & Supervisory Board Members (Independent Audit & Supervisory Board Members) Michiko Tomonaga Michiko Tomonaga made comments mainly concerning the accounting audit based on the professional perspective fostered through her extensive experience as a Certified Public Accountant.
Seiichi Ochiai Seiichi Ochiai made comments mainly concerning corporate governance based on the professional perspective fostered through his extensive experience as a university professor and a lawyer.
Takashi Iida Takashi Iida made comments mainly concerning corporate governance based on the professional perspective fostered through his extensive experience as a lawyer.

Compensation of Outside Members of the Board and Outside Audit & Supervisory Board Members

In order to maintain a high level of independence, compensation of outside Members of the Board and outside Audit & Supervisory Board Members consists of a base salary only and is not linked to NTT's business results.

Total Compensation of Outside Members of the Board and Outside Audit & Supervisory Board Members (Fiscal Year Ended March 31, 2016)

Number of persons Total
Total compensation 5 ¥60 million
Notes:
The above figures are included in the amounts listed in "Total Compensation of Members of the Board" and "Total Compensation of Audit & Supervisory Board Members".