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Audit & Supervisory Board

Last updated : August 12, 2021

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 (including one female member), who have experience and knowledge in a range of fields--as a lawyer, university professor, and Certified Public Accountant--and two internal Audit & Supervisory Board Members (including one female member). NTT conducts effective audits by combining the independence of outside Audit & Supervisory Board Members with the superior information collection capabilities of internal Audit & Supervisory Board Members. Among the board members, the Audit & Supervisory Board Member, Takao Maezawa, has experience in the accounting division of NTT and its affiliated companies while Audit & Supervisory Board Member, Kaoru Kashima, a Certified Public Accountant, has considerable knowledge in the areas of finance and accounting.

Activities of the Audit & Supervisory Board

For the fiscal year ended March 31, 2021, amid continued significant changes in management, including the global business reorganization, expansions of areas of business and the conversion of NTT DOCOMO into a wholly owned subsidiary, the Audit & Supervisory Board conducted an efficient and effective audit in collaboration with the Internal Control Office, Independent Auditors and Group company corporate auditors on both audit matters required by law and on other matters such as the progress of the Medium-Term Management Strategy and initiatives to maintain and improve corporate governance, on the basis of the audit plan. Furthermore, despite the ongoing spread of the COVID-19 pandemic, through the cooperation of related audit organizations and the active utilization of web conferencing for site visits, the effectiveness of the audit was not impaired.

Audit & Supervisory Board Members attend meetings of the Board of Directors and other important meetings. In addition, Audit & Supervisory Board Members meet with Representative Members of the Board and outside Members of the Board to exchange ideas and opinions in order to maintain an understanding of the status of the execution of duties by Members of the Board and Executive Officers, and to provide their opinions as needed.

In the fiscal year ended March 31, 2021, the Audit & Supervisory Board met 20 times (with Mr. Takao Maezawa, Mr. Takashi Iida, Mr. Hideki Kanda and Ms. Kaoru Kashima each attending 20 out of 20 meetings, and with Ms. Kanae Takahashi attending 13 out of the 13 meetings that were convened after her appointment on June 23, 2020).

Moreover, separate from meetings of the Audit & Supervisory Board, the Audit & Supervisory Board Members Preliminary Deliberation Meeting met 33 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 of matters to be discussed at the Executive Officers Meeting. Furthermore, Audit & Supervisory Board Members work closely with Independent Auditors and the Internal Control Office. Audit & Supervisory Board Members exchanged opinions with Independent Auditors eight times and the Internal Control Office 10 times, and receive explanations of audit plans and reports on the status of internal control systems and provide advice as needed.

In initiatives related to Group companies, site visits were conducted at locations that were selected from among Group companies in Japan and overseas on the basis of materiality and risk approach. Audit & Supervisory Board Members received information from the Representative Members of the Board of 19 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 conducted site visits to 26 locations in Japan and overseas, received information from senior management, and conducted discussions. Furthermore, Audit & Supervisory Board Members received reports regarding audit results 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 executives. In addition, Audit & Supervisory Board Members contribute to the strengthening of corporate governance systems and the fostering of awareness of compliance matters.

Regarding the case in which members of NTT's management dined with ministry officials, the Audit & Supervisory Board will undertake the necessary response based on the report of the Special Investigations Committee and measures to prevent reoccurrence based on the report. In addition, the Audit & Supervisory Board will confirm the maintenance and operational status of internal rules regarding dining events.

Ref. Skill Matrix for Directors/Audit & Supervisory Board Members

Ref. Skill Matrix for Directors/Audit & Supervisory Board Members

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.

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