Nippon Telegraph and Telephone : Independent Directors/Auditors (Audit & Supervisory Board Members) Notification

Note: This document has been translated from the Japanese	NIPPON TELEGRAPH AND TELEPHONE CORPORATION_IDA Notification.xlsx
original for reference purposes only. In the event of any
discrepancy between this translated document and the
Japanese original, the original shall prevail.

Independent Directors/Auditors (Audit & Supervisory Board Members)

Notification

1. Basic Information

Company Name

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

Code

9432

Date of Filing

5/12/2021

Date of change

6/24/2021

Reasons for Filing this

"Attributes of the Directors/Auditors" have been changed.

Notification

NTT has designated all candidates who meet the Independence standards as

Independent Directors/Auditors.※１

2. Information Regarding Independence of Independent Directors/Auditors and Outside Directors/Auditors

Independent

Attributes of the Directors/Auditors ※ 2, 3

Outside

Consent of the

No.

Name

Directors/Auditors

Directors/

Change

Director/Auditor

Auditors

a

b

c

d

e

f

g

h

i

j

k

l

N/A

1

Katsuhiko Shirai

Outside Director

○

△

△

Yes

2

Sadayuki Sakakibara

Outside Director

○

△

△

Yes

3

Ken Sakamura

Outside Director

○

○

○

Yes

4

Keiko Takegawa

Outside Director

○

○

Modified

Yes

5

Takashi Iida

Outside Auditor

○

○

Yes

6

Hideki Kanda

Outside Auditor

○

○

Modified

Yes

7

Kaoru Kashima

Outside Auditor

○

○

Yes

3. Description of Attributes of Independent Directors/Auditors and Reasons for Appointment

No.

Supplementary Explanation of

Reasons for Appointment

※5

the Relationship ※4

Although the Company and its major subsidiaries have relationships involving

Mr. Katsuhiko Shirai has a wealth of experience as operational director of an educational

transactions and donations with Waseda University, where Mr. Katsuhiko Shirai, who

institution and has a high level of integrity and insight. The Company believes that he will help

is designated as an independent Outside Director, served as President, and The

strengthen the supervisory function for business execution and expects to incorporate the advice

Foundation for the Open University of Japan, where he served as Chairperson, as

he provides from his wide-ranging managerial perspective.

described in the "Reasons for Appointment" column, the Company has determined

In addition, although the Company and its major subsidiaries have relationships involving

that there is no possibility of this having any effect on the judgments of shareholders

transactions and donations with Waseda University, where Mr. Shirai served as President, and The

and investors, so a summary of this relationship has been omitted here.

Foundation for the Open University of Japan, where he served as Chairperson, as shown in the

table below, Mr. Shirai fulfills the independence criteria stipulated by the Tokyo Stock Exchange,

on which the Company is listed, and the Company's own independence standards for independent

officers.

1

Supplementary Explanation") >

Although the Company and its major subsidiaries have relationships involving

Mr. Sadayuki Sakakibara has a wealth of experience as a corporate manager and has a high level

transactions and donations with Toray Industries, Inc., where Mr. Sadayuki Sakakibara,

of integrity and insight. The Company believes that he will help strengthen the supervisory

who is designated as an independent Outside Director, served as Chairman of the

function for business execution and expects to incorporate the advice he provides from his wide-

Board, and the Japan Business Federation (Keidanren), where he served as

ranging managerial perspective.

Chairperson, as described in the "Reasons for Appointment" column, the Company

In addition, although the Company and its major subsidiaries have relationships involving

has determined that there is no possibility of this having any effect on the judgments

transactions and donations with Toray Industries, Inc., where Mr. Sakakibara served as Chairman

of shareholders and investors, so a summary of this relationship has been omitted

of the Board, and the Japan Business Federation (Keidanren), where he served as Chairperson, as

here.

shown in the table below, Mr. Sakakibara fulfills the independence criteria stipulated by the Tokyo

Stock Exchange, on which the Company is listed, and the Company's own independence standards

for independent officers.

2

Supplementary Explanation") >

Transaction counterparty

Content

Comparison basis

Comparative size

Toray Industries, Inc., at which Mr.

Total annual operating

Total annual

revenues of the Company and

Less than 1%

Sakakibara served as Chairman of the

amount of

its major subsidiaries

Board

transactions

Total sales of Toray Industries,

（resigned in June, 2015）

Less than 1%

Inc.

Total annual

Total annual operating

Japan Business Federation (Keidanren),

amount of

revenues of the Company and

Less than 1%

at which Mr. Sakakibara served as

transactions

its major subsidiaries

Chairperson

Total annual

（resigned in May, 2018）

amount of

－

10 million yen or less

donations

NIPPON TELEGRAPH AND TELEPHONE CORPORATION_IDA Notification.xlsx

	Although the Company and its major subsidiaries have relationships involving	Mr. Ken Sakamura has a wealth of experience in the research and development fields, and has a
	transactions and donations with the University of Tokyo, where Mr. Ken Sakamura,	high level of integrity and insight. The Company expects that he will contribute to the
	who is designated as an independent Outside Director, previously served as a	strengthening of the supervisory function for business execution and expects him to provide
	professor, and Toyo University, where he currently serves as a dean, as described in	advice from his wide-ranging perspective.
	the "Reasons for Appointment" column, the Company has determined that there is
	no possibility of this having any effect on the judgments of shareholders and	Although the Company and its major subsidiaries have relationships involving transactions and
	investors, so a summary of this relationship has been omitted here.	donations with the University of Tokyo, where Mr. Ken Sakamura previously served as a professor,
		and Toyo University, where he currently serves as a dean, as shown in the table below, both cases
		fulfill the independence criteria stipulated by the Tokyo Stock Exchange, on which the Company is
		listed, and the Company's own independence standards for independent officers.
		Supplementary Explanation") >
3			Transaction counterparty	Content	Comparison basis	Comparative size
				Total annual operating
				Total annual	revenues of the Company and	Less than 1%
			The University of Tokyo, at which Mr. Ken	amount of	its major subsidiaries
			transactions	Total annual income of the
			Sakamura served as a professor	Less than 1%
				university
			（resigned in March, 2017）
			Total annual	Total annual income of the
				amount of	Less than 1%
				university
				donations
					Total annual operating
				Total annual	revenues of the Company and	Less than 1%
				amount of	its major subsidiaries
			Toyo University, at which Mr. Ken	transactions	Total annual income of the	Less than 1%
			Sakamura serves as a Dean		university
				Total annual
				amount of	－	10 million yen or less
				donations
	Although the Company and its major subsidiaries have a relationship involving	Ms. Keiko Takegawa has a wealth of experience in public relations and diversity promotion within
	transactions with the Gender Equality Bureau Cabinet Office, where Ms. Keiko	the government and has a high level of integrity and insight. The Company expects that she will
	Takegawa, who is designated as an independent Outside Director, previously served	contribute to the strengthening of the supervisory function for business execution and expects
	as Director General, and Showa Women's University, where she currently serves as	her to provide advice from her wide-ranging perspective.
	a professor, as described in the "Reasons for Appointment" column, the Company
	has determined that there is no possibility of this having any effect on the judgments	Although the Company and its major subsidiaries have a relationship involving transactions with
	of shareholders and investors, so a summary of this relationship has been omitted	the Gender Equality Bureau Cabinet Office, where Ms. Keiko Takegawa, who is designated as an
	here.	independent Outside Director, previously served as Director General, and	Showa Women's
		University, where she currently serves as a professor, as shown in the table below, this case
		fulfills the independence criteria stipulated by the Tokyo Stock Exchange, on which the Company
		is listed, and the Company's own independence standards for independent officers.
4		Supplementary Explanation") >
	Although the Company and its major subsidiaries have relationships involving	Mr. Takashi Iida is an attorney with a wealth of experience in the legal sector. The Company
	transactions with Mori Hamada & Matsumoto, where Mr. Takashi Iida, who is	expects that he will conduct future audits based on the knowledge and insight he has gained
	designated as an independent Outside Auditor, previously served, and Kowa Law	throughout his career.
	Office, where he currently serves as a representative, as described in the "Reasons
	for Appointment" column, the Company has determined that there is no possibility of	Although the Company and its major subsidiaries have relationships involving transactions with
	this having any effect on the judgments of shareholders and investors, so a summary	Mori Hamada & Matsumoto, where Mr. Takashi Iida previously served, and Kowa Law Office, where
	of this relationship has been omitted here.	he currently serves as a representative, as shown in the table below, this case fulfills the
		independence criteria stipulated by the Tokyo Stock Exchange, on which the Company is listed,
		and the Company's own independence standards for independent officers.
5		Supplementary Explanation") >
			Transaction counterparty	Content	Comparison basis	Comparative size
			Mori, Hamada and Matsumoto, at which	Total annual	Total annual operating
			Mr. Takashi Iida served	amount of	revenues of the Company and	Less than 1%
			（resigned in December, 2011）	transactions	its major subsidiaries
			Kowa Law Office, at which Mr. Takashi	Total annual	Total annual operating
			amount of	revenues of the Company and	Less than 1% (*)
			Iida serves as a representative	transactions	its major subsidiaries
			(Note) Applicable transactions only include	those related to common communication services.
	Although the Company and its subsidiaries have relationships involving transactions	Mr. Hideki Kanda is an expert with a wealth of experience in the legal sector and has served as a
	and donations with the University of Tokyo, where Mr. Hideki Kanda, who is	university professor specializing in law for many years. The Company expects that he will conduct
	designated as an independent Outside Auditor, previously served as a professor, and	future audits based on the knowledge and insight he has gained throughout his career.
	Gakushuin University, where he currently serves as a professor, as described in the
	"Reasons for Appointment" column, the Company has determined that there is no	Although the Company and its subsidiaries have relationships involving transactions and donations
	possibility of this having any effect on the judgments of shareholders and investors,	with the University of Tokyo, where Mr. Hideki Kanda previously served as a professor, and
	so a summary of this relationship has been omitted here.	Gakushuin University, where he currently serves as a professor, as shown in the table below, both
		cases fulfill the independence criteria stipulated by the Tokyo Stock Exchange, on which the
		Company is listed, and the Company's own independence standards for independent officers.
		Supplementary Explanation") >
6			Transaction counterparty	Content	Comparison basis	Comparative size
				Total annual operating
				Total annual	revenues of the Company and	Less than 1%
			The University of Tokyo, at which Mr.	amount of	its major subsidiaries
			transactions	Total annual income of the	Less than 1%
			Hideki Kanda served as a Professor
				university
			（resigned on March, 2016）
			Total annual	Total annual income of the
				amount of	Less than 1%
				university
				donations
					Total annual operating
			Gakushuin University, at which Mr. Hideki	Total annual	revenues of the Company and	Less than 1%
			amount of	its major subsidiaries
			Kanda serves as a Professor
			transactions	Total annual income of the	Less than 1%
					university

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NIPPON TELEGRAPH AND TELEPHONE CORPORATION_IDA Notification.xlsx

	Although the Company and its subsidiaries have relationships involving transactions	Ms. Kaoru Kashima is an expert with a wealth of experience as a certified public accountant. The
	with Ernst & Young ShinNihon LLC, where Ms. Kaoru Kashima, who is designated as	Company expects that she will conduct future audits based on the knowledge and insight she has
	an independent Outside Auditor, currently serves, as described in the "Reasons for	gained throughout her career.
	Appointment" column, the Company has determined that there is no possibility of this
	having any effect on the judgments of shareholders and investors, so a summary of	Although the Company and its subsidiaries have relationships involving transactions with Ernst &
	this relationship has been omitted here.	Young ShinNihon LLC, where Ms. Kaoru Kashima currently serves, as shown in the table below,
		this case fulfills the independence criteria stipulated by the Tokyo Stock Exchange, on which the
		Company is listed, and the Company's own independence standards for independent officers.
7
		Supplementary Explanation") >
			Transaction counterparty	Content	Comparison basis	Comparative size
					Total annual operating
			Ernst & Young ShinNihon LLC, at which	Total annual	revenues of the Company and	Less than 1%
			amount of	its major subsidiaries
			Ms. Kashima serves
			transactions	Total annual income of the	Less than 1%
					university

4. Supplementary Explanation

〔Independence Standards for the Independent Directors/Auditors〕

NTT designates outside Directors and outside Auditors that fulfill both the independence criteria stipulated by the Tokyo Stock Exchange as well as NTT's own independence standards.

In order to meet the independence standards, 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, accountant, 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 borrowing 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 the total operating revenues of NTT's consolidated total assets for the respective fiscal year.

*3 The major subsidiaries are NTT DOCOMO, INC., NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION, NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION, NTT COMMUNICATIONS CORPORATION, and NTT DATA CORPORATION.

*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.

※1 Check the box if all of the Outside Directors/Auditors who meet the standards for Independent Directors/Auditors have already been registered as Independent Directors/Auditors. ※2 Items to check regarding the attributes of each Director/Auditor:

a. Executive of the listed company or its subsidiary

b. Non-executive Director or accounting advisor of the listed company or its subsidiaries (in the case of an Outside Auditor) c. Non-executive Director or executive of a parent company of the listed company

d. Auditor of a parent company of the listed company (in the case of an Outside Auditor) e. Executive of a fellow subsidiary company of the listed company

f. A party whose major client or supplier is the listed company or an executive thereof g. Major client or supplier of the listed company or an executive thereof

h. Consultant, accountant or legal professional who receives a large amount of monetary payments or other assets from the listed company besides compensation as Director/Auditor i. Major shareholder of the listed company (or an executive of such major shareholder if the shareholder is a legal entity)

j. Executive of a client or supplier company of the listed company (which does not correspond to any of f., g., or h.) (the Director/Auditor himself/herself only) k. Executive of a company, between which and the listed company Outside Directors/Auditors are mutually appointed (the Auditor himself/herself only)

l. Executive of a company or organization that receives donations from the listed company (the Director/Auditor himself/herself only) Please note that the above items from a. to l. are brief descriptions of the items specified in the TSE regulations.

※3 Mark the box with "○" if the category presently applies to or has recently applied to the Director/Auditor or with "△" when the category applied to the Director/Auditor in the past.

Mark the box with "●" when the category presently applies to or has recently applied to a close relative or with "▲"when the category applied to a close relative in the past. ※4 If any of the items a. through l. apply to the Director/Auditor, describe the attributes in detail (outline).

※5 Describe the reasons for appointment as an independent Director/Auditor.

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