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Independent Members of the Board and Audit & Supervisory Board Members

Last updated : August 12, 2021

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 Tokyo Stock Exchange, Inc., and NTT's own independence standards as outside independent Members of the Board or outside independent Audit & Supervisory Board Members.

Independence Standards

In order to meet the independence criteria, 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 partner 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 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)

*You can scroll horizontally

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 an 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 opinions he provides from his wide-ranging experience and his managerial perspective. Waseda University, at which Mr. Shirai served as President
(resigned in November 2010)
Total annual amount of transactions Total annual operating revenues of Company and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%
Total annual amount of donations Total annual income of the university Less than 1%
The Foundation for the Open University of Japan, at which Mr. Shirai served as Chairman
(resigned in March 2017)
Total annual amount of transactions Total annual operating revenues of the Company and its major subsidiaries Less than 1%
Total annual income of university Less than 1%
Sadayuki
Sakakibara
Sadayuki Sakakibara has a wealth of experience, including as an 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 opinions he provides from his wide-ranging experience and his managerial perspective. Toray Industries, Inc., at which Mr. Sakakibara served as Chairman of the Board
(resigned in June, 2015)
Total annual amount 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 served as Chairman
(resigned in May 2018)
Total annual amount of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual amount of donations - Less than ¥10 million
Ken
Sakamura
Ken Sakamura has a wealth of experience as an operational director of research institutions including universities, and has 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 advice he provides from his wide-ranging perspective. The University of Tokyo, at which Ken Sakamura served as a professor
(resigned in March, 2017)
Total annual amount of transactions Total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%
Total annual amount of donations Total annual income of the university Less than 1%
Toyo University, at which Ken Sakamura serves as a Dean Total annual amount of transactions Total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%
Total annual amount of donations - 10 million yen or less
Keiko
Takegawa
Keiko Takegawa has a wealth of experience in public relations and diversity promotion within the government and has a high level of integrity and insight. NTT believes that she will help strengthen the supervisory function for business execution and expects to incorporate the advice she provides from her wide-ranging perspective. Gender Equality Bureau Cabinet Office, at which Ms. Keiko Takegawa previously served as Director General Total annual amount of transactions Total annual operating revenues of the Company and its major subsidiaries Less than 1%
Showa Women's University, at which Ms. Keiko Takegawa serves as a Professor Total annual amount of transactions Total annual operating revenues of the Company and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%

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

*You can scroll horizontally

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
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 Law Office, with which Takashi Iida was affiliated
(retired in December 2011)
Total annual amount of transactions Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Kowa Law Office, which Takashi Iida established Total annual amount of transactions*1 Comparison with total annual operating revenues of NTT and its major subsidiaries Less than 1%
Hideki
Kanda
Hideki Kanda is an expert with a wealth of experience in the legal sector and has served as a university professor specializing in law for many years. NTT expects that he will conduct future audits based on the knowledge and insight he has gained throughout his career. The University of Tokyo, at which Hideki Kanda served as a Professor
(resigned on March, 2016)
Total annual amount of transactions Total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%
Total annual amount of donations Total annual income of the university Less than 1%
Gakushuin University, at which Hideki Kanda serves as a Professor Total annual amount of transactions Total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual income of the university Less than 1%
Kaoru
Kashima
Kaoru Kashima is an expert with a wealth of experience as a certified public accountant. NTT expects that she will conduct future audits based on the knowledge and insight she has gained throughout her career. Ernst & Young ShinNihon LLC, at which Kashima serves
(resigned on June, 2019)
Total annual amount of transactions Total annual operating revenues of NTT and its major subsidiaries Less than 1%
Total annual income of the company Less than 1%
  1. Applicable transactions only include those related to common communication services.

Status of Activities of Outside Members of the Board and Outside Audit & Supervisory Board Members (FY 2019)

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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 has a wealth of experience as an operational director of educational institutions, and has a high level of integrity and insight. He was therefore elected at the Ordinary General Meeting of Shareholders held in June 2020 on the expectation that he would help strengthen the supervisory function for business execution and provide advice from his wide-ranging perspectives on management, and he has been serving as outside Member of the Board. He has made comments at meetings of the Board of Directors and during meetings held to exchange opinions with the Representative Members of the Board, mainly on subjects such as the impact of the Company's business on society, global strategy, advanced technology, and compliance. In addition, on the Appointment and Compensation Committee he has offered advice on succession planning and revising the officer compensation system.
Sadayuki Sakakibara Sadayuki Sakakibara has a wealth of experience as a corporate manager, and has a high level of integrity and insight. He was therefore elected at the Ordinary General Meeting of Shareholders held in June 2020 on the expectation that he would help strengthen the supervisory function for business execution and provide advice from his wide-ranging perspectives on management, and he has been serving as outside Member of the Board. He has made comments at meetings of the Board of Directors, and during meetings held to exchange opinions with the Representative Members of the Board, mainly on subjects such as Group management, capital policy, corporate governance, and compliance. At the “IR DAY” event held for investors, he provided an explanation on the background on corporate governance reforms at NTT. On the Appointment and Compensation Committee he has offered advice on succession planning and revising the officer compensation system. In addition, he has also appropriately responded to his role as chair of the Special Investigations Committee, which was established by NTT on March 9 this year.
Ken Sakamura Ken Sakamura has a wealth of experience as an operational director of research institutions, including universities, and has a high level of integrity and insight. He was therefore elected at the Ordinary General Meeting of Shareholders held in June 2020 on the expectation that he would help strengthen the supervisory function for business execution and provide advice from his wide-ranging perspectives, and he has been serving as outside Member of the Board. He has made comments at meetings of the Board of Directors, and during meetings held to exchange opinions with the Representative Members of the Board, mainly on subjects such as advanced technology, research and development, and compliance. At meetings held to exchange views with executives, he has given advice on industries and technological trends regarding investment projects.
Keiko Takegawa Keiko Takegawa has a wealth of experience in public relations and diversity promotion within the government and has a high level of integrity and insight. She was therefore elected at the Ordinary General Meeting of Shareholders held in June 2020 on the expectation that she would help strengthen the supervisory function for business execution and provide advice from her wide-ranging perspectives, and she has been serving as outside Member of the Board. She has made comments at meetings of the Board of Directors, and during meetings held to exchange opinions with the Representative Members of the Board, mainly on subjects such as PR strategy and compliance. In addition, she has attended CSR conferences, offered advice on revising NTT Group's approach to CSR, and on the promotion of diversity at training sessions for female employees of NTT Group.
Outside Audit & Supervisory Board Members (Independent Audit & Supervisory Board Members) Takashi Iida Based on the professional perspective fostered through his extensive experience as a lawyer, Takashi Iida has made comments as necessary at meetings of the Board of Directors and the Audit & Supervisory Board, at meetings held to exchange opinions with Representative Members of the Board and outside independent Members of the Board, and at meetings held to exchange opinions with Representative Members of the Board and Audit & Supervisory Board Members of Group companies. These comments mainly concerned subjects such as corporate governance and compliance. In addition to the above, he is a member of the Special Investigations Committee, which was established by NTT on March 9 this year.
Hideki Kanda Based on the professional perspective fostered through his extensive experience as a university professor, Hideki Kanda has made comments as necessary at meetings of the Board of Directors and the Audit & Supervisory Board, at meetings held to exchange opinions with Representative Members of the Board and outside independent Members of the Board, and at meetings held to exchange opinions with Representative Members of the Board and Audit & Supervisory Board Members of Group companies. These comments mainly concerned subjects such as corporate governance and compliance. In addition to the above, he has actively provided advice and information, from such perspectives as Companies Act and corporate governance, that contributes to the proper execution of business by the organizations of NTT Group.
Kaoru Kashima Based on the professional perspective fostered through her extensive experience as a certified public accountant, Kaoru Kashima has made comments as necessary at meetings of the Board of Directors and the Audit & Supervisory Board, at meetings held to exchange opinions with Representative Members of the Board and outside independent Members of the Board, and at meetings held to exchange opinions with Representative Members of the Board and Audit & Supervisory Board Members of Group companies. These comments mainly concerned subjects such as accounting audits, corporate governance and compliance. In addition to the above, at meetings held to exchange opinions with the Independent Auditor, and elsewhere, she has actively provided advice that contributes to higher quality of accounting audits.

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