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Company Info

Corporate Management

SoftBank Group Corp.(“SBG”)'s corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Four of the 13 Board Directors are External Board Directors to ensure robust mutual monitoring between the Board Directors. Likewise, and a majority of the members of the Nominating and Remuneration Committee, which is a voluntary advisory body to the Board of Directors, are independent External Board Directors to ensure objectivity and transparency concerning the election, dismissal and remuneration of Board Directors. Furthermore, three of the four Audit & Supervisory Board Members are External Audit & Supervisory Board Members to ensure independent auditing functions, thereby strengthening the monitoring of management.

Reason(s) for appointment as external officers

External Board Directors

NameReason(s) of AppointmentAttendance to the Board
of Directors Meetings in FY2019
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Masami IijimaAfter assuming the position of Representative Director, President and Chief Executive Officer of MITSUI & CO., LTD. in April 2009, Mr. Masami Iijima led the company's management for six years and played a major role in its growth. In April 2015, he became Representative Director, Chairman of the Board of Directors of MITSUI & CO., LTD. He has extensive knowledge and experience related to corporate management and corporate governance, including contributions to management oversight and improvement of the effectiveness of the Board of Directors.
Mr. Iijima has made significant contributions to the improvement of the enterprise value of SBG through the supervisory function, by expressing views from the standpoint of minority shareholders of SBG.
SBG concludes that, given his significant contributions to the Board, Mr. Iijima is an indispensable person for resolving SBG’s important management issues and enabling the increase of its long-term enterprise value, and has therefore reappointed him as an External Board Director.
15/15
(100%)
Yutaka MatsuoPerforming research into artificial intelligence (AI) over many years, Dr. Yutaka Matsuo was a visiting scholar at Stanford University in August 2005 and, in April 2019, became a professor at the Graduate School of Engineering of the University of Tokyo. He has extensive knowledge and experience as a leading expert on AI, having served as a member of Government-led working groups. Although Dr. Matsuo does not have management experience, the Board believes that through his high level of expertise he can properly perform his duties as an External Board Director of SBG.
SBG concludes that Dr. Matsuo is an indispensable person for resolving SBG’s important management issues and enabling the increase of its long-term enterprise value, and has therefore reappointed him as an External Board Director.
15/15
(100%)
Lip-Bu TanSince founding Walden International in December 1987, Mr. Lip-Bu Tan has been active as a global venture capitalist investing in start-up companies focusing in sectors including semiconductor / components, cloud / edge infrastructure, data management and security, and AI / machine learning. He assumed the position of CEO of Cadence Design Systems, Inc. in October 2008 and led the management of the company for 12 years, playing a vital role in its growth. Also, having served as a director of Hewlett Packard Enterprises and Schneider Electric Corporation, he has extensive knowledge and experience related to investment and corporate management.
SBG concludes that Mr. Tan is an indispensable person for resolving SBG’s important management issues and enabling the increase of its long-term enterprise value, and has therefore appointed him as an External Board Director.
-
Yutaka MatsuoAfter joining McKinsey & Company in September 1988, Ms. Yuko Kawamoto assumed the position of Senior Expert in July 2001, and contributed to the company’s growth. Also, after assuming the position of Professor of Graduate School of Finance, Accounting and Law, Waseda University (currently Waseda Business School (Graduate School of Business and Finance)) in April 2004, she served in various roles, including as a member of numerous finance-related government committees and as an outside director of financial institutions. She therefore has extensive knowledge and experience related to finance and corporate governance.
SBG concludes that Ms. Kawamoto is an indispensable person for resolving SBG’s important management issues and enabling the increase of its long-term enterprise value, and has therefore appointed her as an External Board Director.
-
  • Excluding the number of the meetings not held in person.

  • The attendance data for Mr. Masami Iijima is as of their appointments on June 20, 2018.

  • The attendance data for Mr. Yutaka Matsuo is as of their appointments on June 19, 2019.

External Audit & Supervisory Board Members

NameReason(s) of AppointmentAttendance to the Meetings of Board of Directors and Audit & Supervisory Board in FY2019
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Maurice Atsushi ToyamaMr. Maurice Atsushi Toyama has extensive knowledge and experience as a certified public accountant of the State of California, U.S. SBG designated him as an External Audit & Supervisory Board Member in June 2015 to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits.Board of Directors: 15/15 (100%) 
Audit & Supervisory Board: 10/10 (100%)
Soichiro UnoMr. Soichiro Uno has extensive knowledge and experience as a lawyer. SBG designated him as an External Audit & Supervisory Board Member in June 2004 to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits.Board of Directors: 15/15 (100%)
Audit & Supervisory Board: 10/10 (100%)
Hidekazu KubokawaMr. Hidekazu Kubokawa has extensive knowledge and experience as a certified public accountant and certified tax accountant. SBG designated him as an External Audit & Supervisory Board Member in February 1989 to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits.Board of Directors: 15/15 (100%)
Audit & Supervisory Board: 10/10 (100%)
  • Excluding the number of the meetings not held in person.

Remuneration

Overview of the remuneration system for Board Directors and Audit & Supervisory Board Members

While referring to results of a remuneration survey conducted by a specialized organization, SBG ensures the appropriateness of its remuneration system for Board Directors and Audit & Supervisory Board Members so that the system provides remuneration that is competitive enough to attract global talent.

 

The total remuneration comprises fixed remuneration and performance-linked remuneration. Furthermore, the performance-linked remuneration comprises cash bonuses based on short-term performance and share-based payment based on medium- to long-term performance, and their proportion is determined individually.

 

The remuneration for Board Directors whose main duty is to serve as officers of subsidiaries and group companies is paid by the subsidiaries and group companies, and such amounts are determined based on the remuneration policy of each company.

 

The remuneration for External Board Directors and Audit & Supervisory Board Members consists exclusively of fixed remuneration.

Calculation of performance-linked remuneration

The performance-linked remuneration is determined on an individual basis by comprehensively taking into account individual performance based on the demonstration of capabilities and achievements of each officer and SBG’s business performance based on consolidated operating income, consolidated net income, stock prices and other factors.

Body to determine the policy on determining remuneration amounts and determination procedures

The remuneration paid to Board Directors shall not exceed ¥5 billion for cash payment and ¥5 billion for share-based payment, pursuant to the resolution of the 38th Annual General Meeting of Shareholders held on June 20, 2018. The remuneration paid to Audit & Supervisory Board Members shall not exceed ¥80 million, pursuant to the resolution of the 10th Annual General Meeting of Shareholders held on June 28, 1990.

 

Entrusted by the Board of Directors, Representative Directors determine the remuneration for Board Directors based on the aforementioned results of the remuneration survey, taking into account the social status and the relative position of each Board Director, his or her contribution to SBG, and other factors.

 

The remuneration for Audit & Supervisory Board Members is determined through deliberation by Audit & Supervisory Board Members.

Total remuneration for Board Directors and Audit & Supervisory Board Members with subtotals for each type of remuneration and numbers of recipients (FY2019)

Number of RecipientsTotal Remuneration PaidBasic RemunerationShare-based PaymentBonusRetirement Package
(Millions of yen)
Board Directors
(exc. External Board Directors)
51,34570491550-
External Board Directors45353---
Audit & Supervisory Board Members (excl. External Audit & Supervisory Board Members)12424---
External Audit & Supervisory Board Members34848---

Total consolidated remuneration paid to respective Directors (FY2019)

 Total
Remuneration
Paid
(Millions of yen)
Company
Name
Total Remuneration Paid by Type
(Millions of yen)
Basic
Remuneration
Share-based
Payment
[of which
undetermined amount]
BonusRetirement
Package
Other
Masayoshi Son
(Board Director)
209SoftBank
Group
Corp.
120----
SoftBank
Corp.
-89
[0]
---
Ronald D. Fisher
(Board Director)
680SB Investment Advisers (US) Inc.436- 767- 70
Sprint

54

54---
SOFTBANK Inc.- △701---
Marcelo Claure
(Board Director)
2,113 SB Group US Inc. 1,417--- 114
Sprint 110 303
[0]
-- 169
Katsunori Sago
(Board Director)
1,110SoftBank
Group
Corp.
560- 550--
Rajeev Misra
(Board Director)
1,606SB
Investment
Advisers
(UK)
Limited
1,417--- 189
Ken Miyauchi
(Board Director)
699SoftBank
Group
Corp.
- 91
[0]
---
SoftBank
Corp.
12089
[0]
200- 200
  • Masayoshi Son pledged to donate the whole of his remuneration as representative of the SoftBank Group from fiscal 2011 until his retirement, and is donating funds to children orphaned by this disaster and the many other orphaned children.

  • Only Board Directors whose total consolidated remuneration is 100 million yen or more are listed.

  • “Of which undetermined amount” included in share-based payment refers to an amount of cash-settled share-based payment that was calculated based on the share price on the last day of this fiscal year rather than on the share price on the settlement date, which basically shall be used to determine the amount, since such settlement date has not come yet. This amount is subject to share price fluctuations until the settlement date.

  • Other compensation paid to Ken Miyauchi from SoftBank Corp. represents remuneration in the form of restricted stock, which was introduced at the SoftBank Corp.’s 34th Annual General Meeting of Shareholders held on June 24, 2020. These restricted stocks will be granted on July 20, 2020, and will be recorded in the consolidated statement of income for the following fiscal year.

  • Abbreviations used in this page are as follows.
    Sprint: Sprint Corporation and its subsidiaries

  • The content of this page is based on information contained in the Corporate Governance Report which was revised on June 26, 2020.