March 27, 2020
NTT Corporation (hereinafter referred to as “NTT”; Head Office: Chiyoda-ku, Tokyo; President and CEO : Jun Sawada) announces that it has resolved to adopt policies to reevaluate the operation, size and composition of its Board of Directors and to implement an executive officer system in order to further strengthen its governance, which contributes to increasing corporate value.
In order to further invigorate strategic discussions at its Board of Directors, NTT has decided to reevaluate the operation, size and composition of the Board of Directors by, among other things, optimizing the size of the Board of Directors and reevaluating deliberation matters.
In addition, from the perspective of strengthening corporate governance, NTT will increase the ratio of outside independent Members of the Board.
The size of the Board of Directors will be an appropriate level for discussions, and the ratio of outside independent Members of the Board will be at least one-third.
NTT has voluntarily established the Appointment and Compensation Committee, which consists of four members, including two outside independent Members of the Board, as a preliminary review institution of the Board of Directors to further secure the objectivity and transparency of decisions with respect to appointments and compensation of board directors, thereby increasing the effectiveness of governance. Following the reevaluation of the operation, size and composition of the Board of Directors, NTT will continue to keep the Appointment and Compensation Committee in place.
NTT plans to both strengthen its corporate governance and improve its management flexibility by adopting an executive officer system and clearly segregating management-related decision-making and supervisory functions from business execution functions. Executive officers will be appointed by the Board of Directors upon review of the Appointment and Compensation Committee, and will have a term of one year.
NTT plans to implement these changes after the conclusion of the 35th Ordinary General Meeting of Shareholders scheduled to be convened in June 2020.
Specific information on Members of the Board and executive officer (Senior Vice President) personnel will be announced when determined.
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