This English text is a translation of the Japanese original.
The Japanese Original is authoritative.
Corporate Governance Report
Last Update: June 17, 2022
NTT DATA Corporation
Yo Honma, President and Chief Executive Officer, Representative Director Contact: Investor Relations Office +81-3-5546-8119 Securities Code: 9613 https://www.nttdata.com/
The corporate governance of NTT DATA is described below.
- Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
The NTT DATA Group aims to establish a business structure that produces stable profits through continuous growth by carrying out the mission to create new systems and values with information technology for a more affluent and harmonious society, and also by forecasting future trends to swiftly and accurately respond to the changing market environment, client needs and the cutting-edge technology trend.
Under this mission, the NTT DATA Group has set the Medium-Term Management Plan from FY2022 to FY2025, aiming to realize a sustainable society together with clients by creating values for the future and connecting various people with technology as a Trusted Global Innovator.
We will further enhance our abilities to create systems using customer understanding and the high technological capabilities that we have accumulated so far. We will also support various corporate systems and industry infrastructure and connect people, businesses, and the society, in order to support the growth of clients’ businesses and achieve a sustainable society together with clients.
To implement this initiative globally, NTT DATA will combine its overseas business with that of NTT Inc., a subsidiary of the NTT Group on October 1, 2022, so that we can evolve into a company offering comprehensive services that integrate IT and connectivity. We will not only offer consulting services and develop applications but also integrally develop service lineups necessary for digital transformation including the field of connectivity, so as to respond to increasingly complex and diverse client needs at a global level.
The NTT DATA Group will play an active role in overcoming the various issues that face society through the appropriate provision of various information services by the Group’s officers and employees based on common sense, as well as in complying with laws and contracts at home and abroad and in respecting international standards including those of human rights.
Under these concepts, NTT DATA is working on the following basic policies in accordance with the purpose of each principle of the Corporate Governance Code to ensure that corporate governance will effectively function: (1) to ensure transparency and soundness in business management; (2) to achieve appropriate and swift decision making and business execution; and (3) to implement compliance thoroughly. The purpose of working on such basic policies is to meet the various expectations of stakeholders, including shareholders, investors, clients, business partners and employees, and to maximize enterprise value.
- Ensuring transparency and soundness in business management
NTT DATA strives to disclose information in a just, fair and timely manner in accordance with the “Disclosure Policy,” based on the “Disclosure Guidelines.” Such disclosure is important in that it enables the market to appraise NTT DATA appropriately. For this reason, NTT DATA holds a meeting for explanation of financial results when financial results are announced quarterly, and often holds other meetings for domestic and international investors and analysts, in order to ensure transparency in business management. To reinforce the function of supervising and auditing the fairness in business execution, NTT DATA has a moajority of independent outside directors and directors who are members of the Audit and Supervisory Committee to ensure soundness in its business management through supervision by the Board of Directors and audit/supervision by the Audit and Supervisory Committee. NTT DATA also pays attention to maximize the profit of its shareholders when transacting business with NTT, Inc., the direct parent company, and NIPPON TELEGRAPH AND TELEPHONE CORPORATION, the ultimate parent company, and the companies of the NTT Group. (As of October 1, 2022, NTT, Inc. will no longer be the direct parent company, and NIPPON TELEGRAPH AND TELEPHONE CORPORATION will be the direct parent company.)
- Achievement of appropriate and swift decision making and business execution
Decision making at NTT DATA is carried out under the supervision of the Board of Directors in accordance with “Authority Rules,” which stipulate the responsibility and authority of the President and CEO, Senior Executive Vice Presidents, officers responsible for regions and segments and heads of each department. For smooth and swift decision making and supervision in its business operations, NTT DATA has established the “Corporate Management Committee,” which is made up of the President and CEO, Senior Executive Vice Presidents, officers responsible for regions and segments, Executive Vice Presidents, and other heads of important section or group, and has prior discussions at such “Corporate Management Committee” for effective deliberations about the items to be resolved at the Board of Directors including outside directors. In addition, NTT DATA delegates all or part of the important decision making to directors through resolution by the Board of Directors according to the Articles of Incorporation. NTT DATA pursues appropriate and swift decision making and business execution by placing Senior Vice Presidents in charge of business execution, assigning most of the authority relating to business execution to such Senior Vice President from directors, with each Section or Group executing business operations independently and responsibly in accordance with the “Organizational Regulations.”
- Thorough implementation of compliance
With an aim to foster corporate ethics and awareness of compliance and respond to recent changes in the business environment, NTT DATA has created the “NTT DATA Group Code of Conduct,” which is the renewal version of behavior guidelines “Global Compliance Policy,” to clearly state the specific actions to be taken by directors and employees of a global company. To make this effective, NTT DATA considers it necessary to implement a continuous educational campaign to promote awareness of such ethics and compliance. To that end, NTT DATA has been holding training sessions on compliance targeted at officers and employees and conducting attitude surveys on compliance. Aiming for more openness in its corporate culture, NTT DATA has created a whistle-blowing system, which can be used by all Group employees and partners, to receive any report whether anonymous or named. NTT DATA has a Group Whistle-Blowing Policy that states that whistle-blowers should not receive disadvantageous treatment for having made such reports.
[Disclosure Based on the Principles of the Corporate Governance Code] Update
- Policy relating to cross-shareholdings
NTT DATA’s purpose of cross-shareholdings is to maintain the medium- to long-term relationship, to expand the trading volume and to create synergy with clients and business partners by holding shares issued by them. It is our policy to hold such shares if holding them is likely to enhance NTT DATA’s enterprise value and lead to profit for our shareholders.
On the other hand, NTT DATA classifies stockes held for pure investment purposes as those that profit from short-term fluctuations in interest rates, currency prices, quotations in securities markets, or other indicators, or from differences between markets, and are held for dividend purposes.
- Assessment of cross-shareholdings
NTT DATA assesses the meaningfulness of cross-shareholding for each share every year, in a comprehensive manner, from the viewpoint of whether benefits and risks from holding the shares are commensurate with capital costs and in line with the purposes of holding: to maintain the medium-tolong-term relationship, to expand trading volume, to create synergy with clients and business partners and so forth, and reports to the Board of Directors, then decides whether to hold or sell such shares.
In FY2021, NTT DATA sold 19,700,000 shares out of 28,350,000 of Recruit Holdings Co., Ltd. common stock through the tender offer of treasury shares
As a result, the total amount of cross-shareholdings on the balance sheet totaled 67.8 billion yen, and the ratio of cross-shareholdings to consolidated net assets was 5.1% as of the end of FY2021.
NTT DATA confirmed the adequacy of holding all the listed shares currently held including the rest of Recruit Holdings Co., Ltd. common stock. If it proves to be inadequate to hold the shares due to changes in the situation, NTT DATA will keep takeing measures including reducing the number of those shares.
- Standards for ensuring the exercise of its proper voting right in relation to cross-shareholdings
With regard to standards for ensuring the exercise of its proper voting right in relation to cross-shareholdings, NTT DATA judges in a comprehensive manner whether the exercise of its voting right in relation to cross-shareholdings will lead to continuous growth and improvement in the medium- to long-term enterprise value of an issuing company. For example, NTT DATA will vote against a proposal if it has a negative impact on the financial soundness of the issuing company or the company’s illegal action is discovered. NTT DATA considers that such comprehensive judgment will enhance its own enterprise value and medium- to long-term profit for its shareholders and investors.
[Principle 1-7] (Related Party Transactions)
With respect to transactions involving a conflict of interest stipulated in Companies Act, including direct transactions between NTT DATA and its own individual officers and transactions between NTT DATA and other organizations or companies represented by directors of NTT DATA, it stipulates that prior approval is necessary in accordance with its “Regulations of the Board of Directors.” Such approval from the Board of Directors is first examined by the Legal Department and then looked into in terms of appropriateness and economic practicality, including whether the said transaction is in the same condition as general trade terms. After obtaining such approval, the status of the said transaction is regularly reported to the Board of Directors.
Transactions between NTT DATA and the parent companies undergo prior examination and are then approved by the Legal Department in accordance with the “Authority Rules,” based on opinions of third-party specialists, if necessary, while the practicality and appropriateness of the transactions are being investigated.
Also refer to “Ⅰ .4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder” in this report.
[Supplementary Principle 2-4-1] (Ensuring diversity in the appointment of core human resources, etc. )
(1) View on ensuring diversity
NTT DATA recognizes that diversity, equity and inclusion are some of the most important management strategies for success in global competition. Believing that ensuring more diverse perspectives and abilities within the group is important, we have the diversity-focused guidelines for the selection of candidates for directors (refer to II-2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current Corporate Governance System), (3) Appointment, Dismissal, and Nomination) and make efforts to conduct equal and fair recruitment and employment activities while respecting diversity. We will continue to promote the recruitment of new graduates and people with previous work experience, employment of people with disabilities, reemployment of retired employees and other activities so that employees with diverse values can work together regardless of gender, nationality, age and academic background and create distinctive value of NTT DATA that can respond to the changes of the times.
(2) Initiatives to ensure diversity
NTT DATA established the Diversity Promotion Office headed by the officer in charge of personnel affairs in 2008 and focused on two key issues: “promoting active participation of diverse human resources” and “workstyle innovations.”
Since 2012, we have been putting efforts into “promoting active participation by women” and “optimizing overall work hours through workstyle innovations” to create an environment where various human resources including women can fully demonstrate their skills and continue to play an active part. Moreover, NTT DATA has made continuous and company-wide efforts on raising awareness of the employees (including managers) through constant messages from executives, support for career development and work style innovations.
◆Advancing women’s careers
We hold external training sessions for female leader candidates, career development seminars for employees on childcare leave and those who have not taken such leave yet and seminars to provide case studies about balancing work and child-rearing. For that and other reasons, the female employment rate has been over 30% since 2016 and the percentage of female employees who return from childcare leave has been nearly 100%. As these figures show, our efforts have borne fruit, including the improvement of various ratios related to women and the increase in the number of female employees in managerial positions. We also find promoting diversity among Senior Vice Presidents involved in corporate management important; therefore, we increase the number of Woman Senior Vice Presidents every year. Currently, we have four female
Senior Vice Presidents. Such efforts of ours have been recognized, and we have been selected by the Nadeshiko Brand for the third consecutive year (in 2020, 2021, and 2022), Platinum Kurumin Certification (2019) and Eruboshi Level 3 (2017). More and more women have been advancing in the workplace. Furthermore, we actively encourage male employees to take childcare leave as part of the initiatives to advance women in the workplace and employees’ workstyle innovation.
Following the enactment of the Act on the Promotion of Women’s Participation and Advancement in the Workplace in 2016, NTT DATA formulated a general business action plan for the period from April 2016 to March 2021 and implemented various measures based on the action plan. As a result, we have achieved targets for all categories. We have compiled a new five-year plan starting from FY2021 to further promote women’s advancement in the workplace.
[General business action plan based on the Act on the Promotion of Women’s Participation and Advancement in the Workplace (compiled in 2021)]
Plan period: From April 1, 2021 to March 31, 2026 (five years)
Goal 1 Continuously aim to achieve a female employment rate of over 30% by the end of FY2025 (Hiring rate of new female graduates as of April 1, 2022: 35.1 %)
Goal 2 Increase the percentage of female managers to 10% by the end of FY2025 (7.5% as of the end of March 2022)
Goal 3 Aim to have at least 15 female executives (officers, heads of organizations, etc.) by the end of FY2025 (11 as of July 2021) Goal 4 Increase the percentage of male childcare leaves to 30% by the end of FY2025 (30.3% as of the end of March 2022)
◆Employment of people with previous work experience
Based on a strategy taking into account the business conditions and other factors, NTT DATA actively hires people who have worked for other companies and organizations at each employee level and hired 314 such mid-career employees in FY2021.
To promptly respond to changing business conditions, we established the Advanced Professional (ADP) system in 2018 for hiring external human resources with outstanding expertise for compensation that corresponds to their market value, aiming to employ more specialists with high expertise and skills in the fields of advanced technologies, such as AI, IoT, and cloud, and consulting. To enable not only managerial-level employees with management skills but also diverse human resources to unleash their potential and play active roles, we operate the Technical Grade (TG) system to help them achieve specialist career paths and demonstrate their expertise as core human resources.
Regarding the appointment to managerial positions and assignment to the TG system, we evaluate new graduates and mid-career employees equally and treat them appropriately without separating them from each other. In FY2022, we will make efforts to have mid-career employees account for 8.8% of employees in managerial positions, which is the same level as that at the end of March 2022.
◆Employees with foreign nationalities, etc.
NTT DATA hires foreign nationals when recruiting new graduates and mid-career employees based on a strategy taking into account the business conditions, etc. When it comes to the appointment to managerial positions and assignment to the TG system, we equally evaluate employees with foreign nationalities without separating them from other employees and treat them appropriately.
The NTT DATA Group proactively promotes global management, operating in 203 cities in 52 countries and regions and having about 110,000 employees overseas as of March 2022. Believing that human resources are an important asset for our business, the NTT DATA Group actively hires people with previous work experience, helps personnel acquired through M&As to settle down to work quickly, and makes efforts to retain employees, especially in highly fluid overseas markets. By such means as implementing onboarding sessions for mid-career employees in respective areas, holding Values Week workshops,* and awarding prizes, we offer employees around the world to interact with each other in an equal and diverse manner beyond the border of a single organization.
*The Values Week workshop is held once a year to talk about practicing values in order to make the values of the NTT DATA Group more known to employees.
(3) Policy for human resource development and policy for in-house environment improvement
NTT DATA places emphasis on developing professionals with high expertise and the ability to respond to changes and talent who can play active roles globally. NTT DATA prepares a personnel training structure and a wide variety of contents that cater to diverse expertise and aspirations of employees, promotes co-creation through community learning, and creates a culture of mutual learning.
NTT DATA is also developing systems to foster the independent growth of employees, such as the provision of treatment according to the degree of expertise, while building an environment where employees can flexibly choose when and where to work according to the characteristics of their duties, etc., so as to promote diversity, equity, and inclusion and increase employee engagement.
We will evolve into a company that is more attractive to employees with organizational functions and culture to enable all our diverse employees to fully demonstrate their abilities and skills and play active roles. By doing so, we will maximize the capabilities of our employees and the organization that supports the implementation of various strategies for the new Medium-Term Management Plan and increase our corporate value going forward.
Specific measures are as follows:
- Support the independent growth of employees by certifying their expertise and implementing the Professional Career Development Program (Professional CDP), which is designed to develop employee capabilities
- Review the wage and duty system to make it more suitable for remote working or create a new system of that kind
- Realize online industrial health activities including consultations and implement health care measures for employees using pulse surveys* and other tools
- Hold unconscious bias training sessions for employees in managerial positions (awareness-raising training to end unconscious bias) and seminars to encourage male employees to take childcare leave etc.
- Create an environment where employees with disabilities can fully demonstrate their skills by establishing the special subsidiary NTT DATA DAICHI Corporation in 2008, among other measures
- Help employees continue their careers by such means as opening an in-house daycare center, Egg Garden, in 2011
- Extend all systems for spouses and families of employees to include same-sex partners, as part of the initiatives for employees who belong to LGBTQ or other sexual minorities
Note: A pulse survey is a tool to measure the impact of stress on employees and facilitate communication between superiors and subordinates by regularly conducting simple interviews.
[Principle 2-6] (Roles of Corporate Pension Funds as Asset Owners)
Based on the fact that management of corporate pension funds affects the stability of employee assets, and also has an effect on the company’s financial condition, NTT Group is working to allocate and develop personnel with the necessary experience and qualifications to be able to conduct monitoring and other appropriate activities with respect to the organization in charge of the corporate pension.
[Principle 3-1] (Full Disclosure)
- The goal, management strategy and plan of NTT DATA Refer to “Ⅰ .1. Basic views” in this report.
NTT DATA has also set its philosophy and vision in its Group management as “Our Way.” Refer to NTT DATA’s website for details. (https://www.nttdata.com/global/en/about-us/our-way)
- Basic attitude and policy toward corporate governance Refer to “Ⅰ .1. Basic views” in this report
- Policy and procedures for determining directors’ remuneration Refer to “Ⅱ.1. Director Remuneration” in this report.
- Policy and procedures for appointment/nomination candidates for directors, and dismissal of the senior management Refer to “Ⅱ.2 (3) Appointment, Dismissal, and Nomination” in this report.
Explanation for appointment, dismissal, and nomination of individual candidates for directors
Refer to the [Attached chart] “Explanation for the appointment/nomination of individual directors” to this report and the reference documents for shareholders’ meetings. Refer to NTT DATA’s website for details. (https://www.nttdata.com/global/en/investors/stock-information?tab=Shareholders’-Meeting)
[Supplementary Principle 3-1-3] (Sustainability initiatives)
As for NTT DATA Group’s sustainability initiatives, the Business Strategy Office in charge of management strategies, organizations executing relevant business operations, ESG Promotion Department’s sustainability team and others discuss, design, formulate and implement policies, targets and initiatives under the leadership of the President and Chief Executive Officer and Representative Director.
The Board of Directors monitors updates on the progress of our sustainability initiatives, whereas the Advisory Board comprised of corporate managers, experts, and others who are expected to provide the Company with knowledge and expertise of outside experts discusses measures to promote sustainability management.
Recently, the environment surrounding society has been changing significantly. NTT DATA will take this phase of big change as an opportunity to further grow, expand existing ESG management initiatives, and promote sustainability management with a long-term perspective.
Based on the three axes of “Clients’ Growth,” “Regenerating Ecosystems,” and “Inclusive Society,” NTT DATA will work to realize a sustainable society through corporate and business activities.
NTT DATA’s mission, “Use information technology to create new paradigms and values, which help contribute to a more affluent and harmonious society,” is our raison d’etre in times of significant changes as well. Under the mission, NTT DATA will create values for the future and connect various people with technology to achieve a sustainable society together with clients in the future.
(1) Human assets
Human resources are the source of NTT DATA’s competitiveness and one of the most important management resources. As our Group Vision states, we aim to “enhance our creativity by respecting diversity” from a longer-term perspective.
For that background, our new Medium-Term Management Plan (FY2022-FY2025) positions “Unleash our employees’ potential that maximizes organizational strengths” as one of our growth strategies. We will develop systems to foster the independent growth of employees, such as a training system to learn advanced technologies on a global scale and the provision of treatment according to the degree of expertise while building an environment where employees can choose when and where to work flexibly according to the characteristics of their duties, etc., aiming to promote diversity, equity, and inclusion and increase employee engagement.
We will evolve into a company that is attractive to employees with organizational functions and culture to enable all our diverse employees to fully demonstrate their abilities and skills and play active roles. By doing so, we will fully unleash the potential of our employees and maximize our organizational capabilities to support the implementation of our strategies and increase our corporate value going forward.
(2) Intellectual property
As for intellectual property, we think that intellectual property includes not only intellectual property rights such as patents, trademarks and copyrights but also other various assets that help us execute business and secure competitive edge, such as technology, know-how, products and brand. We accumulate, share and utilize these intellectual properties on a global scale. Also, investment in such intellectual properties and activities to use them are aimed not only at economically developing NTT DATA Group, but also at solving environmental and social issues through social digitalization and maximizing the wellbeing of all people.
The vision of the new Medium-Term Management Plan (FY2022-FY2025) is to create values for the future and connect various people with technology to realize a sustainable society together with clients. Of the five pillars that support the vision, we will actively invest in intellectual properties, especially for promoting “Evolve to an Asset-Based Business Model,” and “Enhance Advanced & Development Technology.”
To evolve to an asset-based business model, the knowledge that the Group has collected so far will be compiled into “Foresight” as an ideal future state, “Best practices” of know-how and case studies, “Software assets” that are finished and half-finished products intended to be delivered to clients, and “Development tools and methods” utilized by the Company. We will organize and consolidate them as our competitive edges to share and utilize globally.
To enhance advanced & development technology, we set the main technical fields each for “advanced technologies to ensure competitiveness” and “system development technologies for improving productivity” based on three separate areas of “Emerging,” “Growth,” and “Mainstream” according to technology readiness levels. We will make an investment in intellectual assets in the fields of technology development, accumulation of know-how, asset making, etc.
(3) Impacts of climate risks and revenue opportunities on NTT DATA’s business activities, revenue, etc.
Today, global environmental issues range from climate change, biodiversity to conservation of water resources, so handling these issues requires sustainability from a broad perspective. We believe that NTT DATA Group should be responsible for the impacts of our corporate activities and businesses on the environment, while we are also aware of the importance of understanding the impacts of these environmental
issues on our group’s management and various systems that we provide to support social infrastructure and taking appropriate measures.
We will promote the “greening of our group” to take the environment into consideration in all aspects of our corporate activities. We will also keep working on progressive projects to encourage the “greening of customers and society” through products and services to help solve various environmental issues and continuously enhance our corporate value.
In March 2021, our group declared support for the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). In order to further strengthen responses to the risks and opportunities of climate change as one global company, we established the Green Innovation Office in October 2021 and joined the Green Software Foundation, including the standardization for decarbonization of the entire software development industry, in September 2021. In March 2022, NTT DATA was recognized as a certified Gold Partner of CDP*, an international nonprofit organization having strong presence in the field of climate change, and promotes initiatives globally in the fields of green consulting and software development in cooperation with the CDP.
*CDP: The world’s most prestigious international environmental non-profit organization in the field of climate change
For other sustainability initiatives of our group, please consult our website “Sustainability.” Updates on our measures concerning human assets and intellectual property are available on the “Integrated Report” and the “Sustainability Report.”
・NTT DATA website “Sustainability” https://www.nttdata.com/global/en/sustainability/ ・Integrated Report https://www.nttdata.com/global/en/investors/financials?year=2021&tab=Integrated-Report・Sustainability Report https://www.nttdata.com/global/en/sustainability/report
[Supplementary Principle 4-1-1] (Overview of roles and responsibilities of the Board of Directors)
The Board of Directors determines any matter stipulated in the “Regulations of the Board of Directors,” including matters stipulated by law and important matters relating to management of the company and the Group, and supervises the performance of directors’ duties by regularly receiving reports on the status of such performance from directors.
The Board of Directors grants to NTT DATA’s management the authority to determine business based on the direction of the management strategy and the management plan formulation discussed in the Board of Directors.
Specifically, NTT DATA has placed Senior Vice Presidents specializing in and responsible for business execution to ensure that the Board of Directors properly implements important decision making and supervises the execution, and has been expediting decision making by granting most of the authority to engage in business execution to such Senior Vice Presidents from directors. Also, in order for the President and CEO to make proper decisions about the basic policy of business and any other important matters relating to management, the “Corporate Management Committee,” which is made up of the President and CEO, the Senior Executive Vice President, officers responsible for regions, Executive Vice Presidents, and other heads of important sections or groups, has been established and has a meeting once a week in principle for smooth and swift
decision making and supervision relating to business operations. For details, refer to “Ⅱ.2 (1) Business Execution” in this report.
[Principle 4-9] (Independence Standards and Qualification for Independent Directors)
NTT DATA designates outside directors who satisfy the following conditions, in addition to the criteria for independence stipulated by Tokyo Stock Exchange, Inc., as its independent directors.
- A person who does not fall under any of the following items for the most recent 3 financial years:
- A business executor of NTT DATA’s business partner with a trading amount exceeding the standards set forth by NTT DATA (*1);
- A business executor of NTT DATA’s lender with an amount of lending exceeding the standards set forth by NTT DATA (*2);
- An individual providing specialized services, such as a consultant, accountant or lawyer, who has received from NTT DATA any money or other property profit that is worth 10 million yen or more per year other than executive remuneration in any year of the most recent 3 financial years; or
- A business executor of an organization that has received contributions exceeding NTT DATA’s standards (*3).
Even if a person falls under any of the conditions from (1) through (4) as stipulated above, any reason for judging that such person still has independence is required to be explained and disclosed when such person is appointed as an independent director.
*1 NTT DATA’s business partner with a trading amount exceeding the standards set forth by NTT DATA refers to a business partner whose trading amount with NTT DATA is 2% of NTT DATA’s non-consolidated annual sales or larger in any financial year out of the most recent 3 financial years.
*2 NTT DATA’s lender with an amount of lending exceeding the standards set forth by NTT DATA refers to a lender who lends to NTT DATA 2% or a larger percentage of NTT DATA’s total assets in any financial year out of the most recent 3 financial years.
*3 An organization that has received contributions exceeding the standards set forth by NTT DATA refers to an organization that has received contributions from NTT DATA that exceed 10 million yen per year or 2% of the total annual revenue of such organization, whichever is larger in amount, in any financial year out of the most recent 3 financial years.
[Supplementary principle 4-10-1] (View, authority, role, etc., regarding the independence of the Committees)
NTT DATA has independent outside directors who do not have any possibility of causing a conflict of interest with general shareholders and they make up the majority of the Board of Directors from the perspective of strengthening the supervising function of business execution.
[Supplementary Principle 4-11-1] (Composition of the Board of Directors, Nomination Procedures of Directors, etc.)
With regard to the balance of knowledge, experience, and capability, and the attitude toward the diversity and scale of the Board of Directors as a whole, refer to (Policy for appointment and dismissal of candidates for directors) specified in “Ⅱ.2 (3) Appointment, Dismissal, and Nominate” in this report.
[Supplementary Principle 4-11-2] (Concurrent Positions Held by Directors)
Directors spend time and labor required to perform their appropriate roles and duties for the operations of directors, and therefore, the number