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Board of Directors

Last updated : August 12, 2021

Background and Experience of Members of the Board

Please refer to Profiles.

Composition of the Board of Directors

The Board of Directors has eight Members of the Board, including four outside independent Members of the Board. 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 company management and Group management. Moreover, through such means as periodic reports from Members of the Board and senior vice presidents on the status of business execution, the Board of Directors supervises the business execution of Members of the Board and senior vice presidents.

NTT's Board of Directors, whose members are elected based on those who have a high level of integrity and insight, consists of 13 Members (of which eight are Members of the Board and five are Audit & Supervisory Board Members), including three female members, one of whom is a Member of the Board and two of whom are Audit & Supervisory Board Members.

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 the Company, 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 the Company decides important items related to the Group's management that have passed the Executive Officers Meeting, which is made up of the Executive Officers and others, as well as the review of the various committees chaired by the President or a Senior Executive Vice President and attended by the relevant Executive Officers, while also monitoring the status of the execution of the duties of the individual Members of the Board and Executive Officers.

At 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, as well as initiatives for growing the business, such as investments and partnerships, are reported and reviewed. During the fiscal year under review, active discussions were held centering on important matters related to company and group management, such as partnerships and other initiatives to advance the B2B2X model under the "Your Value Partner 2025" Medium-Term Management Strategy, as well as the formulation of policies to further strengthen governance.

In the fiscal year under review, due in part to the introduction of an executive officer system and the election of executive officers by group companies, there was an increase in the proportion of resolutions related to corporate governance in particular. Furthermore, in addition to the advance explanations for outside independent Members of the Board of matters discussed at meetings of the Board of Directors, in the fiscal year ended March 31, 2021, explanations of matters such as issues of immediate concern and the status of considerations were also given by Representative Members of the Board after meetings of the Board of Directors. By striving to clarify the focus of execution of duties and the purpose of such initiatives, we are working to strengthen the supervisory function of the Board of Directors.

Furthermore, to allow the outside independent Members of the Board to more deeply understand the Company's business, meetings were held between the outside independent Members of the Board and Representative Members of the Board to exchange ideas and opinions on the Company's management strategies, and they received explanations on topics such as the results of cutting-edge research, including attending exhibitions of research and development where the Company is focusing its efforts.

Additionally, ideas and opinions on issues in NTT Group management were exchanged among the outside independent Members of the Board, the Audit & Supervisory Board Members of the Company, 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 discussions, thereby ensuring the Board's effectiveness.

In addition, NTT implements an annual evaluation of the effectiveness of the Board of Directors for the purpose of strengthening the governance of senior management through the continuous improvement of the effectiveness of the Board of Directors. During the fiscal year under review, NTT again implemented an evaluation of the effectiveness of its Board of Directors, with the support of a third-party organization, getting all Members of the Board and Audit & Supervisory Board Members to complete a questionnaire survey concerning the Board of Directors. Questions were asked with regard to the role and responsibilities of the Board of Directors, its composition, its operation, and its satisfaction level. The results, which were compiled at the third-party organization, confirmed that the Board was sufficiently fulfilling its important role and responsibilities, with a majority of positive opinions for all of the questions.

In addition, as a result of a series of governance-related changes, such as the introduction of an executive officer system that was implemented to reinvigorate strategic discussions, and the establishing of meetings to exchange ideas and opinions, all members held the positive view that the effectiveness of the Board of Directors had been enhanced. Therefore, we have evaluated that the effectiveness of the Board of Directors is being ensured.

On the other hand, it was noted that there are issues with the compliance system and supervisory structure that should be improved, and a review of the compliance system and enhancements to the supervisory functions has been conducted with a focus on the revision and strict application of internal rules regarding dinner meetings and other matters.

Moreover, NTT will continue efforts to achieve improvements by aiming for more effective operation of the Board of Directors by further enhancing opportunities for exchanges of opinions with the executives of the major subsidiaries.

Nomination Policies and Procedure for Members of the Board

In terms of the composition of NTT's Board of Directors, the nomination of executives is based on the "NTT Group Personnel Policy," and personnel with the skills to resolve issues recognized by NTT Group are nominated broadly from inside and outside of the Group. Outside Members of the Board and outside Audit & Supervisory Board Members are elected with the expectation that they can provide opinions based on a broad management perspective or as an expert.

Furthermore, both non-outside and outside Members of the Board are elected in line with NTT Group's promotion of diversity. The Board of Directors consists of eight directors, including four independent outside directors (one of whom is a woman), and the ratio of outside directors is 50%. Furthermore, appointments and dismissals of Members of the Board are made upon deliberation by the Appointment and Compensation Committee, which consists of five Members of the Board, including three outside independent Members of the Board. In addition, pursuant to applicable law (Article 10(1) of the Act on Nippon Telegraph and Telephone Corporation, etc.), NTT is not permitted to appoint non-Japanese Members of the Board.

NTT Group Personnel Policy

Basic Policy

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 "Your 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 individuals that share these ideals in the upper ranks of NTT Group's management, and NTT is electing such individuals from both inside and outside the Group.

Nomination of Candidates for Members of the Board

In regard to Member of the Board candidates, individuals are elected based on the broad-ranging perspectives and experience, superior management skills and leadership, business senses and motivation necessary to contribute to the overall development of NTT Group in order to facilitate the improvement of the Group's corporate value. The Board of Directors is of a size appropriate to the Group's business, and the composition of the Board of Directors takes into account a balance of specialties and diversity.

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.

Nomination of Candidates for Audit & Supervisory Board Members

NTT has the policy of electing candidates for Audit & Supervisory Board Members 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, with respect to outside independent Audit & Supervisory Board Members NTT elects individuals 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.

With regard to the nomination of Members of the Board, NTT has established the Appointment and Compensation Committee, which consists of four Members of the Board including two outside independent Members of the Board. The committee discusses candidates and then makes proposals to be approved by the Board of Directors and presented for voting at the General Meeting of Shareholders.

With regard to the nomination of Audit & Supervisory Board Members, nomination involves Members of the Board proposing Audit & Supervisory Board Member candidates based on the nomination policy described above. 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 System for Members of the Board

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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