NTT DoCoMo, Inc.
February 18, 2003
Jonathan G. Katz
Re: Disclosures Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (File No. S7-40-02)
Dear Mr. Katz:
NTT DoCoMo, Inc. (the "Company") is pleased to submit this letter to respond to Release Nos. 33-8177, 34-47235 (the "Release"), in which the Securities and Exchange Commission (the "SEC") solicited comments on the treatment of certain foreign private issuers with respect to the disclosure requirements related to audit committee financial experts under Section 407 of the Sarbanes-Oxley Act of 2002 (the "Act"). The Company is a reporting foreign private issuer under the Securities Exchange Act of 1934. American depositary shares representing the Company's common stock are listed on the New York Stock Exchange.
As noted in the Release, under SEC's proposed Rule 10A-3, which implements Section 301 of the Act with regard to listed company audit committees, foreign private issuers with boards of auditors or similar bodies, or statutory auditors, may avail themselves of a general exemption with respect to certain audit committee requirements, subject to certain conditions. If such foreign private issuers satisfy the conditions for the exemption, they would be exempt from, among other things, the requirements regarding the independence of audit committee members. In the Release, which adopted the disclosure requirements related to audit committee financial experts, the SEC requested comment on whether such disclosure requirements should apply to such issuers. For foreign private issuers such as the Company, such disclosure requirements are set forth in Item 16A of Form 20-F.
The Company believes that the disclosure requirements related to audit committee financial experts should not apply to foreign private issuers that avail themselves of the general exemption under the proposed Rule 10A-3. Just as such issuers would be permitted under that proposed rule to adhere to standards prescribed by their home country legal or listing provisions with respect to auditor oversight and certain other matters, they should also be permitted to adhere to standards prescribed by their home country legal or listing provisions with respect to the required attributes, including financial expertise, of members of their boards of auditors or similar bodies, or statutory auditors. Accordingly, the Company respectfully requests that the SEC amend Item 16A of Form 20-F to exclude such foreign private issuers from the application of that item.
If the SEC determines that the disclosure requirements related to audit committee financial experts should apply to foreign private issuers with boards of auditors or similar bodies, or statutory auditors, the Company respectfully requests that the SEC amend Item 16A of Form 20-F to include a provision similar to paragraph (c)(2)(ii) of the proposed Rule 10A-3, which, for purposes of foreign private issuers relying on the general exemption thereunder, deems references to "audit committee" to refer to the foreign private issuer's board of auditors or similar body, or its statutory auditors.
The Company appreciates the opportunity to comment to the SEC with respect to matter discussed above. Representatives of the Company would be happy to discuss with the SEC staff any aspects of this letter in order to find a workable solution to the issues presented in this letter.
cc: Mr. Giovanni P. Prezioso
Mr. Jackson M. Day
Mr. Alan L. Beller
Mr. Paul M. Dudek