As part of the strengthening of corporate governance system, SoftBank Group Corp. (“SBG”) is working to promote active information disclosure and enhance communication in its IR activities.
Basic policy on disclosure
SBG appropriately discloses both financial and non-financial information in compliance with relevant laws and regulations and the rules of the Tokyo Stock Exchange. Furthermore, SBG also strives to actively provide information beyond that required by laws and regulations and the Tokyo Stock Exchange when necessary by carefully considering the impact on investors and other stakeholders. In either case, the Board of Directors strives to ensure that SBG's information disclosure is always fair, clear, and useful.
Message from Our Chief Sustainability Officer (CSusO), Global Head of Investor Relations
CSusO, Global Head of Investor Relations and Head of Sustainability Department
I am pleased to say that I assumed the roles of CSusO and head of the Sustainability Department in June 2022, in addition to serving as head of the Investor Relations Department. The aim of the dual role in the IR and Sustainability Departments is to move forward with sustainability initiatives, which are becoming increasingly important, in a more agile manner, and to communicate the results and progress of our efforts after better understanding the expectations of investors and other stakeholders. Our corporate philosophy and vision are a precursor of views on sustainability. I believe that promoting sustainability will lead to our sustainable growth.
I will also enhance IR initiatives. Despite the persistent unstable market environment, we appropriately control financial risks through flexible and agile operations. We will strive to disclose easy-to-understand information for investors to understand our posture. In addition, we will pursue IR activities that are the best mix of in-person and virtual activities suitable for a “post Covid-19” environment.
SBG strives to ensure timely and appropriate disclosure of information according to the statutory disclosure requirements based on the Financial Instruments and Exchange Act and other relevant acts and ordinances, and as required by the Rules on Timely Disclosure set by the Tokyo Stock Exchange. SBG also discloses critical information that is not subject to either statutory disclosure or timely disclosure requirements but could potentially affect investment decisions. This information is disclosed in a fair and prompt manner so as to give all the stakeholders equal access to it.
Methods of disclosure
SBG discloses information required by the timely disclosure regulations through TDnet (Timely Disclosure network) provided by the Tokyo Stock Exchange and also releases information to the press immediately. Information that is disclosed on TDnet or by other means is also promptly posted on its website.
Information disclosure system
SBG conducts timely disclosure with the Investor Relations Department as the responsible department. The Group Company Management Regulations of SoftBank Group set out matters to be reported to the Investor Relations Department related to timely disclosure, including required reporting times and procedures. When timely disclosure is necessary, the Investor Relations Department prepares timely disclosure materials in close coordination with related departments such as Accounting, Finance, Legal, and General Administration and swiftly conducts timely disclosure under the approval of the Board Director, Senior Vice President in charge.
Matters subject to timely disclosure requirements relating to earnings results are compiled into a disclosure document by the Accounting Department and relevant departments based on information collected from group companies. The general manager of the Accounting Department is responsible for preparation of the disclosure document related to earnings results. The document is swiftly disclosed under the approval of the Board Director, Corporate Officer, Senior Vice President in charge.
Important matters subject to timely disclosure
Matters subject to timely disclosure requirements relating to earnings results
The following IR materials are posted on SBG's website. Items (a) through (i) are available in both Japanese and English.
SBG observes a quiet period of one month prior to an earnings results announcement date to prevent divulging earnings information and to ensure fairness. During this quiet period, SBG cannot comment on or answer any inquiries about earnings results. If any event that arises during a quiet period is subject to timely disclosure, however, SBG promptly discloses the information as appropriate.
SBG makes continuous effort to enhance communication with shareholders and investors, through briefings held as appropriate and responding to inquiries daily.
General Meeting of Shareholders
Early notification of General Meeting of Shareholders
SBG dispatched the Notice for the 42nd Annual General Meeting of Shareholders held on June 24, 2022 on the statutory dispatch date, and posted it on its website eight days before being dispatched.
Scheduling AGMs avoiding the peak day
To allow a greater number of the shareholders to attend, SBG schedules the Annual General Meeting of Shareholders on off-peak days when meetings of many other companies are not concentrated.
Allowing electronic exercise of voting rights
A system for executing voting rights through the Internet has been in place since 2002, the 22nd Annual General Meeting of Shareholders.
Participation in electronic voting platform
SBG has participated in the Electronic Voting Platform for institutional and other investors since the start of the service in 2006, the 26th Annual General Meeting of Shareholders.
Providing convocation notice in English
SBG prepares an English translation of the full text of its Notice of Annual General Meeting of Shareholders and promptly posts it on its website following the disclosure of the Japanese version. Furthermore, SBG provides the English translation of the Notice to the voting platform.
Initiatives to promote understanding
At the Annual General Meeting of Shareholders, SBG uses video footage to report on its operations to help shareholders to better understand the results of operations and the status of its businesses. The chairman and CEO, who chairs the meeting, explains the Company's corporate philosophy and vision, as well as its medium- to long-term business strategies in addition to reporting on legally mandated items.
Moreover, the Notice of the General Meeting of Shareholders provides shareholders with a greater volume of information to use in exercising their voting rights. To facilitate easy reading, the information in the notice is illustrated with charts and color photographs.
Disclosure of voting results
The voting results for proposals at the General Meeting of Shareholders are posted in an Extraordinary Report on EDINET, as well as being posted in both Japanese and English on SBG's website.
Utilization of the Internet
SBG offers the option of attending the Annual General Meetings of Shareholders via the Internet, and provides live webcasts of the Annual General Meetings of Shareholders on the Internet, which are available at a later date as archived streaming on its website.
Regular briefings for analysts and institutional investors
Earnings results briefings
On the days when quarterly earnings results are announced, SBG holds earnings results briefings for analysts, institutional investors, and the media. The Chairman and CEO delivers an overview of the earnings results and explains the Company's business strategies.
Regular briefings for retail investors
SBG is vigorously working on IR activities targeting retail investors. In fiscal 2021, briefing sessions for retail investors were held online in light of the spread of COVID-19.
Regular briefings for overseas investors
Overseas IR activities
SBG’s IR personnel in each of the Tokyo, the U.S., and the UK offices explain its business and financial strategies to institutional investors. SBG also participates in conferences held by securities companies, and the Representative Director, Corporate Officer, Chairman & CEO; and the Board Director, Corporate Officer, Senior Vice President provide explanations and conduct Q&A sessions concerning business and financial strategies.
Earnings results conference calls
On the days when quarterly earnings results are announced, SBG conducts a conference call for institutional investors overseas. The Representative Director, Corporate Officer, Chairman & CEO delivers an overview of the earnings results and explains the Company's business strategies. The contents of the Q&A sessions are posted on SBG’s website.
SBG provides live webcasts of earnings results briefings and the Annual General Meetings of Shareholders in English on its website. VOD of the briefings are also available on the website after them. On the days when quarterly earnings results are announced, a video message in English is also delivered to overseas investors from the Representative Director, Corporate Officer, Chairman & CEO.