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    9613   JP3165700000

NTT DATA CORPORATION

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NTT DATA : Corporate Governance Reports

06/18/2021 | 02:03am EDT

This English text is a translation of the Japanese original.

The Japanese Original is authoritative.

Corporate Governance Report

Last Update: June 18, 2021

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.

  1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Views

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 management philosophy, the NTT DATA Group has set the Medium-Term Management Plan from FY2019 to FY2021 to aim for "profitable global growth with consistent belief and courage to change."

With the "consistent belief," under the basic concept of "shape the future society with our clients," we will promote ESG management with the aim of improving corporate value sustainably by contributing to a society through co-creation with clients as well as to efforts to realize a society where everyone is motivated to work through our corporate activities including the work style innovations based on the "Long-Term Relationships" with clients, the source of the group's competitive advantage.

In addition, with "courage to change," we will implement three strategies: "Expand global digital offerings," "Deliver greater value to clients based on regional needs," and "Unleash our employee's potential that maximize organizational strengths." Also, we will maximize value for our clients by further accelerating digital transformation and enhancing our global synergy.

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.

NTT DATA transitioned to a company with an Audit and Supervisory Committee upon approval of the required amendments to the Articles of Incorporation at the 32nd Ordinary General Meeting of Shareholders on June 17, 2020. This is to further strengthen the supervisory function of the Board of Directors and the corporate governance structure to enhance the soundness and efficiency of management.

(1) 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 assigned 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.

(2) 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. NTT DATA has transitioned to a company with audit and supervisory committee so that all or part of important decision makings could be delegated to directors through resolution by the Board of Directors according to the Articles of Incorporation. In addition, 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."

(3) Thorough implementation of compliance

NTT DATA is determined to operate its business in accordance with high ethical standards as well as compliance by setting up "Global

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Compliance Policy," targeted at all officers and employees of the NTT DATA Group, in order to clarify its basic policy and specific behavior guidelines relating to corporate ethics. To make such business operation effective, NTT DATA considers it necessary to implement a continuous educational campaign to promote the awareness of such ethics and compliance. Therefore, it has been holding training sessions on compliance targeted at officers and employees and conducting attitude surveys. Aiming for more openness in its corporate culture, NTT DATA has placed "the Whistle Line," which is a cross-sectional internal reporting system in the Group, receiving any declaration from the inside and the outside of the company, whether anonymous or named. Moreover, NTT DATA ensures that reporters to the Line will not be unfavorably treated because of their reporting.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

[Supplementary Principle 4-10-1]

(Having independent directors involved and receiving their advice by setting up an independent advisory committees)

NTT DATA has not set up an independent advisory committee, such as a voluntary nomination or remuneration committee. The Company, however, holds briefings with both independent outside directors and directors that serve as the Audit & Supervisory Committee members to obtain appropriate advice on the remunerations for members of management; appointment of candidates for directors; diversity* of the Board of Directors, including the balanced allocation of expertise and internationality among the directors; and agendas for the General Meeting of Shareholders, etc., including the appointment of Senior Vice Presidents as successor candidates, ahead of resolution at the Board of Directors. The Company believes that these will sufficiently ensure the independence, objectivity, and accountability of the Board of Directors.

*Diversity includes elements such as gender, age, career, race, ethnicity, and cultural background.

[Disclosure Based on the Principles of the Corporate Governance Code]

[Principle 1-4](Cross-Shareholdings)

(A) 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.

(B) 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 FY2020, as a result of this assessment, we have confirmed the adequacy of holding all the listed shares held. If it proves to be inadequate to hold a share due to changes in situations, NTT DATA will take measures including reduction of the number of shares.

(C) 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 " .4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder" in this report.

[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)

  1. The goal, management strategy and plan of NTT DATA Refer to " .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)

  1. Basic attitude and policy toward corporate governance Refer to " .1. Basic views" in this report
  2. Policy and procedures for determining directors' remuneration Refer to ".1. Director Remuneration" in this report.

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  1. Policy and procedures for appointment/nomination candidates for directors, and dismissal of the senior management Refer to ".2 (3) Appointment, Dismissal, and Nomination" in this report.
  2. 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 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 and segments and other heads of important section or group, 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 ".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:
  1. A business executor of NTT DATA's business partner with a trading amount exceeding the standards set forth by NTT DATA (*1);
  2. A business executor of NTT DATA's lender with an amount of lending exceeding the standards set forth by NTT DATA (*2);
  3. 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
  4. 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 4-11-1] (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 ".2 (3) Appointment, Dismissal, and Nominate" in this report. This principle is described based on the Corporate Governance Code revised in June 2021.

[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 of their concurrent posts shall be within reasonable extent. Concurrent posts of directors at different listed companies are disclosed in the business report and the reference documents for the Shareholders' Meeting. Refer to NTT DATA's website for details.

(https://www.nttdata.com/global/en/investors/stock-information?tab=Shareholders'-Meeting)

[Supplementary Principle 4-11-3] (Evaluation of effectiveness of the Board of Directors)

The Board of Directors determines important matters, etc. related to company management and group management and implements the monitoring of the execution status of directors with the job execution status report every quarter.

Additionally, with the purpose of enhancing the functions of the Board of Directors and to enhance corporate value, the Board of Directors has been implementing self-evaluation and analysis on the effectiveness of the Board of Directors since FY2016. The Board implemented self- evaluation and analysis also in FY2020, just like the previous business year. General information is provided as below.

(1) Methods of implementation When: November-December 2020

Evaluation method: Implemented a questionnaire for all directors(including Audit and Supervisory Committee members) who were members of the Board of Directors.

(Each question was answered in a five-grade scale. In addition, each question category provided a field available for any comment.)

Response method: Directly responded to external organization in order to secure anonymity.

(2) Evaluation results

In addition to the questionnaire survey, ourside directors were interviewed based on the report of the summary result from the external organization. From December 2020 to March 2021, we deeply analyzed, discussed, and evaluated both the summary report from the external institution and interviews that we conducted with outside directors. We reported the evaluation results to the Board of Directors, which in turn verified the content and discussed policies for further improvement.

As a result, the structure and management of the Board of Directors on the whole received positive evaluation, leading to the recognition

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that the effectiveness of the entire Board of Directors is secured.

In response to the issues came to surface regarding this approach in the last fiscal year, we implemented measures to help deepen and strengthen discussion at the Board of Directors meetings on management strategies and other important matters. By providing careful explanations prior to the Board of Directors meetings, we received a certain level of evaluation that improvements had been made.

(3) Actions based on evaluation results, etc.

While confirming certain evaluation on our efforts for improvement in FY2020, we saw some recurring challenges that we had to continuously address. We will work on the following projects, innovations in running the Board of Directors, and management policy for improvement:

Have more effective meeting operation to secure more time for discussion Enhance the clarity of explanation and documents

Enhance communication opportunities among directors

Enhance briefings opportunities on the IT industry or technological trends.

We will continuously implement evaluation on the effectiveness of the Board of Directors and proceed with the approach to improve its functions.

[Supplementary Principle 4-14-2] (Training for Members of the Board of Directors and the Audit & Supervisory Board Members)

Directors are appointed from those who have broad knowledge about business, financial affairs and organizations, etc., and they are trained if necessary. After taking office, the training program targeted at directors and audits continues with a wide range of training sessions on market trends and economic and social issues at home and abroad.

[Principle 5-1] (Policy for Constructive Dialogue with Shareholders)

NTT DATA promotes constructive communication with shareholders and investors. To contribute to continuous growth and improvement in the medium- to long-term enterprise value of NTT DATA, our policy takes the following measures:

(1) Appointment of a director in charge of communication with shareholders

To achieve constructive communication with shareholders and investors, a director responsible for Investor Relations (IR) is appointed.

(2) Policy for systematic cooperation among internal offices

NTT DATA has opened an office specializing in IR (the Investor Relations Office). It has also set up the Disclosure Committee, which is made up of the President and CEO, the Head of Finance Department and also the heads of all significant organizations which are required to join by the Head of Finance etc. The said Committee is operated by the Investor Relations Office and has regular discussion on the formation of the disclosure policy relating to, and disclosure of, the following management information:

  1. Quantitative information, such as the Medium-term Management Plan, the background to the formation of the Management Plan, the trend of clients and solutions by area, and the business scale of individual businesses;
  2. Qualitative information, such as the Medium-term Management Policy, the policy for returning profit to shareholders (including dividend policy), and the trend in each industry; and
  3. Any information considered important for investors etc. other than (A) and (B).
  1. Efforts for the sufficiency of conversational procedure except for individual interviews.

Please refer the ".2. IR Activities" of this report.

(4) Policy for effective feedback on shareholders' opinions and concerns

NTT DATA has established an office specializing in IR under the direct control of the President and CEO, and properly reports on feedback such as the opinions or concerns of shareholders and investors to the Board of Directors, a regular meeting participated in by the President and CEO etc., and the Disclosure Committee. NTT DATA also creates opportunities for NTT DATA's directors and Senior Vice Presidents to directly communicate with shareholders and investors to understand their opinions and concerns.

(5) Policy for the management of inside information in communication

NTT DATA has established the provisions for handling the matters of the company's significant information before disclosed in such as "Rules for Prevention of Insider Trading" and "Policy (Rules) for Information Security," and strictly control the information, and also provides the periodical training to the all employees based on our same rules, and strive to prevent the occurrence of insider trading.

Also NTT DATA has established the "Disclosure Guidelines" striving to provide timely and fair disclosure of information with the purpose of contribution for the shareholders and investors' fair and appropriate investment decision, and disclose the information with the purpose of clarifying our position toward the information disclosure to the outside by establishing and disclosing "Disclosure Policy."

2. Capital Structure

Foreign Shareholding Ratio

From 10% to less than 20%

[Status of Major Shareholders]

Name / Company Name

Number of

Percentage

Shares Owned

(%)

NTT, Inc.

760,000,000

54.19

The Master Trust Bank of Japan, Ltd. (Trust Account)

140,902,500

10.05

Custody Bank of Japan, Ltd. (Trust Account)

72,171,400

5.15

NTT DATA Employee Share-Holding Association

14,710,800

1.05

Custody Bank of Japan, Ltd. (Investment Trust Account)

13,214,700

0.94

JP MORGAN CHASE BANK 385635

11,761,008

0.84

STATE STREET BANK WEST CLIENT TREATY 505234

10,319,372

0.74

4

Custody Bank of Japan, Ltd. (Trust Account 9)

9,128,500

0.65

Custody Bank of Japan, Ltd. (Trust Account 7)

8,083,500

0.58

Custody Bank of Japan, Ltd. (Trust Account 5)

8,011,400

0.57

Controlling Shareholder

(except for Parent Company)

Parent Company

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

(listed in Tokyo Stock Exchange markets) (code) 9432

Supplementary Explanation

  • [Status of Major Shareholders] shown above is as of March 31, 2021.
  • Percentage (%) has been calculated after deducting the treasury stock (1,065 shares).

3. Corporate Attributes

Listed Stock Market and Market Section

Tokyo Stock Exchange First Section

Fiscal Year-End

March

Type of Business

Information & Communication

Number of Employees (consolidated) as of the End of the

More than 1000

Previous Fiscal Year

Sales (consolidated) as of the End of the Previous Fiscal Year

More than ¥1 trillion

Number of Consolidated Subsidiaries as of the End of the

More than 300

Previous Fiscal Year

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

As NTT DATA's basic policy for the relationship with its parent companies, NTT DATA strives to cooperate with the parent companies while fully respecting each other's mutual independence and autonomy, and carries out any trading with the companies properly in accordance with laws and regulations. In the case of any business trading with the parent companies, NTT DATA handles such trading under the same conditions as other business partners with regard to the trading terms and the method of determining such trading terms.

NTT DATA makes decisions on important contracts concluded with the parent companies after legal examination by the Legal Department. Particularly for important contracts, we make it mandatory that they are approved by the Board of Directors and strive to ensure decision making independent of the parent companies. In addition, the Board of Directors consists of 15 directors, including 5 independent outside directors. At present, independent outside directors account for not less than one-third of all directors.

5. Other Special Circumstances Which May Have Material Impact on Corporate Governance

The group of companies centering on NIPPON TELEGRAPH AND TELEPHONE CORPORATION, the ultimate parent company of NTT DATA, engages mainly in the regional communications business, long distance and international communications business, mobile communications business and data communications business. The parent company formulates management strategies for the entire NTT Group, and based on these strategies, our company assumes management responsibility and operates its business independently.

NTT DATA engages in the data communications business out of the above-mentioned business areas based on the following 5 main segments: Public & Social Infrastructure Segment, Financial Segment, Enterprise & Solutions Segment, North America Segment, and EMEA & LATAM Segment, in mutual cooperation with NTT Group companies.

The parent companies own 54.19% of NTT DATA's voting rights with the right of the majority shareholder of NTT DATA.

In order for NTT DATA to adopt broad management viewpoints, an employee of NIPPON TELEGRAPH AND TELEPHONE CORPORATION took office as one of the directors of NTT DATA. Taking into consideration that the ratio of the 5 independent outside directors to all 15 directors is not less than one third, NTT DATA recognizes that this situation does not prevent its own management decisions.

Any important matter in NTT DATA's business operations is required to be discussed with or reported to the parent companies. Meanwhile, in daily business operations, NTT DATA and the parent companies respect each other's mutual independence and autonomy while keeping in close contact with each other, and strive for continuous growth and development, and improved business performance.

Also, there will be no material impact on the corporate governance, because NTT DATA will retain its present management structure and the status as a listed company even after the restructuring of NTT Group, which took place in November 2018.

NTT DATA owns NTT DATA INTRAMART CORPORATION, XNET Corporation and Netyear Group Corporation in Japan, as listed companies. NTT DATA also understands the business characteristics, respects self-initiative, autonomy, and independence of these subsidiaries, and works closely with them, to maximize the corporate value of the entire group and to achieve sustainable growth and development. The purpose of holding listed subsidiaries is to secure social credibility and human resources. The holding significance of each listed subsidiary is as follows:

As for NTT DATA INTRAMART CORPORATION, since it is listed, it can cooperate with and form capital alliances with companies that could compete with its parent company. This has made it possible for NTT DATA INTRAMART CORPORATION to flexibly develop its business in the web system infrastructure business and package software development and sales business.

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

NTT DATA Corporation published this content on 18 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 June 2021 06:02:00 UTC.


© Publicnow 2021
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