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Company Info

Corporate Governance System

Chart of corporate governance system

Chart of corporate governance systemChart of corporate governance system

Board of Directors

SoftBank Group Corp. (“SBG”)'s Board of Directors consists of 9 Board Directors, including five External Board Directors. The Representative Director, Corporate Officer, Chairman & CEO serves as the chairman of the Board. The Board's purpose is to make important decisions on execution of duties and oversee Board Directors' execution of duties. SBG ensures adequate independence of each of the External Board Directors, who bring a wealth of knowledge and experience to the Board related to business management and other matters. Each of the External Board Directors participates actively in the discussions at the Board meetings and SBG makes management judgments and decisions based on these discussions.

 

Agenda items for discussion at the Board of Directors meetings are set forth in the Board of Directors Regulations. The Board discusses the following:

  • (ⅰ) Statutory matters

  • (ⅱ) Critical matters related to business management, such as (a) fundamental management policy, business plans, and (b) matters such as investments and loans and borrowings, etc. exceeding a certain amount

  • (ⅲ) Certain matters related to subsidiaries (excluding listed subsidiaries and their subsidiaries), such as investments and loans and borrowings, etc. exceeding a certain amount

  • (ⅳ) Other matters

 

Furthermore, Special Directors are put in place in accordance with Paragraph 1, Article 373 of the Companies Act, and matters related to “disposal and acceptance of important assets” and “borrowing in a significant amount” are resolved by the Board of Special Directors meeting for the purpose of prompt decision-making.

 

Authority to decide matters other than these agenda items discussed by the Board of Directors is delegated to committees, Board Directors, and department managers to enable speed and flexibility in corporate activities.

 

To elect Board Directors, the Board of Directors selects candidates in accordance with SBG's Articles of Incorporation and the Board of Directors Regulations, and these candidates are proposed at the General Meeting of Shareholders.

 

SBG and each of its non-executive Board Directors Masami Iijima, Yutaka Matsuo, Lip-Bu Tan, Keiko Erikawa and Kenneth A. Siegel have concluded a contract to limit liability for damage stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with Paragraph 1, Article 427 of the Companies Act. The amount of limit of liability for damage is stipulated in the relevant contract as ¥10 million or the minimum amount of limit of liability that the relevant laws and regulations stipulate, whichever is higher.

 

SBG conducts evaluations of the effectiveness of the Board every year. Most recently, from November 2020 to April 2021, SBG had an independent organization conduct a questionnaire and interviews with its Board Directors (executive Board Directors and External Board Directors) and all of its Audit & Supervisory Board Members from the perspective of the composition, operation, and support systems of the Board of Directors, and conducted an evaluation of the effectiveness of the Board based on the results of the questionnaire and interviews.

As a result of the evaluation, it was confirmed that the Board of Directors is generally effective as a whole. Meanwhile, in the questionnaires and interviews, it was pointed out that the function of the Board of Directors of SBG as a forum for discussions of business strategies and business plans, as well as for the establishment and supervision of internal control systems, the supervision of conflicts of interest, and the management and supervision of group companies and investees, was of particular importance. With respect to these functions, in view of the nature of SBG as a strategic investment holding company. In light of such roles of the Board of Directors, it was recognized that it is necessary for SBG’s Board of Directors to enhance the reporting of the overall status of SBG Group as a whole, including SBG’s overall risk status and to consider what the form and substance of the supervisory system for conflicts of interest should be. In addition, it was pointed out that the information necessary for allowing Board members to engage in substantive considerations of or discussions of the agenda items regarding the board materials and the timing of provision thereof and the effectiveness of the supervision over the nomination and compensation of Board Directors and senior management allocated to the newly established Nominating & Compensation Committee both must be improved.

 

The results of the evaluation were reported at the Board of Directors meeting held in April 2021, and the Board has confirmed that it will make improvements with regard to the indicated issues.

 

SBG will continue to conduct evaluations of the effectiveness of the Board of Directors going forward in an effort to make the Board of Directors even more effective.

SBG stipulates the maximum number of Board Directors at 11 in its Articles of Incorporation.The Board of Directors elects Board Director candidates who are considered most suitable for the position, regardless of their nationality, ethnicity, gender, or age. There are 9 Board Directors serving, all of whom have a wealth of knowledge and experience regarding business management and a global perspective. Five of the 9 Board Directors are External Board Directors, two are non-Japanese, and one is a woman, thereby ensuring constructive and lively discussion at the Board of Directors meetings from diverse perspectives.

Nominating & Compensation Committee(Advisory Body to the Board of Directors)

The Nominating & Compensation Committee deliberates on standards for election and dismissal of and the, proposals of candidates for Board Directors, individual compensation standards, and other matters including policies concerning evaluation and compensation for Board Directors, and reports the results of the deliberation to the Board of Directors.

 

The Nominating & Compensation Committee members are elected by the Board of Directors from among Board Directors, and a majority of the Committee members are independent External Board Directors.

 

The Committee currently comprises three Board Directors Masami Iijima (Chairman/Independent External Board Director), Yutaka Matsuo (Independent External Board Director), and Masayoshi Son (Representative Director, Corporate Officer, Chairman & CEO).

Investment Committee

The Investment Committee has the purpose of making decisions on matters for which it has been delegated authority by the Board of Directors, in order to carry out corporate activities flexibly. The Committee comprises four Board Directors or corporate officers elected by the Board (Masayoshi Son, Yoshimitsu Goto, Marcelo Claure and Rajeev Misra).

 

The agenda items for discussion by the Investment Committee are set forth in the Regulations of the Investment Committee. The committee resolves the following matters:

  • (ⅰ) Matters such as investments and loans and borrowings under a certain amount

  • (ⅱ) Certain matters related to subsidiaries (excluding listed subsidiaries and their subsidiaries), such as (a) investments and loans and borrowings etc. under a certain amount, (b) issue and gratis issue of new stock or stock acquisition rights etc. (except matters such as the issue of new stocks that will not alter the shareholding ratio), (c) issue of corporate bonds, (d) overseas business expansion, and (e) entry into new business fields

  • (ⅲ) Other matters

 

The committee resolves through in-person, electronic or voice call meeting, and such decisions are only approved by majority agreement. If a proposal is rejected, it is brought to the Board of Directors. All resolutions of the committee are reported to the Board of Directors.

Brand Committee

The Brand Committee is a committee that has been delegated authority by the Board of Directors to make decisions on and properly manage matters related to the SoftBank brand. The Committee comprises five members including the chairman (Board Director, Corporate Officer, Senior Vice President Yoshimitsu Goto), who has been selected by the Board of Directors, and four members (Corporate Officer, Senior Vice President Kazuko Kimiwada, the head of the Corporate Legal Department Natsuko Oga, the head of the Corporate Communications Office Takeaki Nukii, and the head of the General Administration Department Tatsuya Iida), who have been appointed by the chairman.

 

The agenda items for discussion at the Brand Committee are set forth in the Regulations of the Brand Committee. The Committee discusses the following:

  • (ⅰ) Certain matters related to the licensing of the SoftBank brand

  • (ⅱ) Matters related to a consideration for use of the SoftBank brand

  • (ⅲ) Cancellation of licensing of the SoftBank brand

  • (ⅳ) Basic policy and important matters related to the management of the SoftBank brand

  • (ⅴ) Certain matters other than the above related to the SoftBank brand

 

The Brand Committee makes decisions through an electromagnetic means in principle, and such decisions are only approved by unanimous agreement from all members. All decisions made by the Committee are reported to the Board of Directors.

Group Risk and Compliance Committee

The Group Risk and Compliance Committee has the purpose of supervising the risk management and compliance program of the Group, and continuously discussing their material issues, promotion policies, and the like. The Committee comprises three members including the chairperson (Corporate Officer, Chief Legal Officer & Group Compliance Officer Tim Mackey), who has been appointed by the Board of Directors, and two members (Board Director, Corporate Officer, Senior Vice President Yoshimitsu Goto, and Corporate Officer, Senior Vice President Kazuko Kimiwada).

 

The matters to be discussed by the Group Risk and Compliance Committee are set forth in the Group Risk and Compliance Committee Operation Regulations. The Committee discusses matters related to the Group’s risk management and compliance activities: (i) overall policies such as basic policy and activity themes, (ii) policies, systems and status of promotion of individual activities related to material issues, and (iii) any other matter deemed necessary by the chairperson or a member.

 

The Group Risk and Compliance Committee reports to the Board of Directors periodically (at least once a year) on the matters to be discussed by the Committee, the results of the discussions, and the like, in accordance with the provisions of the Board of Directors Regulations.

Sustainability Committee

The Sustainability Committee has the purpose of continuously discussing sustainability-related material issues, promotion policies, and the like of the Group. The Committee comprises four members including the chairperson (Board Director, Corporate Officer, Senior Vice President Yoshimitsu Goto (concurrently serving as Chief Sustainability Officer)), who has been appointed by the Board of Directors, and three members (Corporate Officer, Senior Vice President Kazuko Kimiwada, Corporate Officer, Chief Legal Officer & Group Compliance Officer Tim Mackey, and the head of the General Administration Department Tatsuya Iida).

 

The matters to be discussed by the Sustainability Committee are set forth in the Sustainability Committee Operation Regulations. The Committee discusses: (i) overall policies such as the sustainability vision, basic policy, and activity themes, (ii) material issues, target setting, and policies of individual activities such as information disclosure policy, (iii) promotion systems for and operation policy of the sustainability activities, and (iv) any other matter deemed necessary by the chairperson or a member in connection with the items above.

 

The Sustainability Committee reports to the Board of Directors as necessary on the matters to be discussed by the Committee, the results of the discussions, and the like, in accordance with the provisions of the Board of Directors Regulations.

Audit & Supervisory Board Members and the Audit & Supervisory Board

The Audit & Supervisory Board Members attend the Board of Directors meetings, allowing them to monitor and verify the decision-making of the Board and fulfillment of the Board's obligation to supervise the execution of duties by each Board Director. Moreover, the Audit & Supervisory Board Members receive regular reports from Board Directors, employees, Audit & Supervisory Board Members, and other personnel of major subsidiaries and conduct hearings, as necessary, to audit the execution of duties by the Board Directors of SBG.

 

The Audit & Supervisory Board has been established to receive reports on, deliberate and resolve important matters related to audits. The Audit & Supervisory Board consists of four External Audit & Supervisory Board Members (two full-time members and two part-time members), and is chaired by Maurice Atsushi Toyama, who has served as full-time Audit & Supervisory Board Member since June 2015. SBG ensures adequate independence of each of the External Audit & Supervisory Board Members, who possess a wealth of knowledge and experience in their professional roles as a lawyer accountants, certified tax accountants public accountant,or Representative Executive Officer and a risk management manager at financial institutions.

 

The Audit & Supervisory Board meets once a month, in principle. At these meetings, in addition to formulating the audit policy and plan, details of various internal and external meetings attended only by full-time members are reported to part-time members. The Audit & Supervisory Board also explains details of the audit plan for each fiscal year, interim audit status, and audit results to the Board of Directors.

 

Furthermore, as described in “2. Audit by the Independent Auditor, (1) Status of audit by the Independent Auditor, iv. Policy for selection of audit corporation and evaluation of audit corporation by the Audit & Supervisory Board,” the Audit & Supervisory Board determines whether or not the reappointment of the Independent Auditor is appropriate, each term.

 

The Audit & Supervisory Board Office is established to support the duties of all the Audit & Supervisory Board Members and the office comprises two dedicated personnel who act under the directions of the Audit & Supervisory Board Members to gather information, investigate financial statements, requests for approval, treasury stock and matters related to the General Meeting of Shareholders, among other matters, and give other assistance.

 

SBG and each of its Audit & Supervisory Board Members have concluded a contract to limit liability for damage stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with Paragraph 1, Article 427 of the Companies Act. The amount of limit of liability for damage is stipulated in the relevant contract as ¥10 million or the minimum amount of limit of liability that the relevant laws and regulations stipulate, whichever is higher.

Internal audits

The Internal Audit Office, which comprises ten staff members, conducts internal audits of the Company's internal departments and subsidiaries to check that duties are carried out legally and correctly based on laws and regulations, the Articles of Incorporation, and internal regulations, while maintaining its independence within the Company. The results of these internal audits are reported to the CEO, and briefings are also given to the Audit & Supervisory Board Members.

Support system for External Board Directors and/or External Audit & Supervisory Board Members

SBG seeks to ensure that all officers including the External Board Directors and External Audit & Supervisory Board Members can participate fully in the Board of Directors meetings having fully grasped the specific details of the agenda for discussion. The secretariat to the Board of Directors therefore provides them with materials for the Board of Directors meeting beforehand, including supplemental briefings and other information as required.

 

The Audit & Supervisory Board Office has been established to support the duties of all the Audit & Supervisory Board Members. The office comprises dedicated personnel who act under the directions of the Audit & Supervisory Board Members to gather information, investigate matters, and give other assistance.

Cooperation between the Audit & Supervisory Board Members, Independent Auditor, and the Internal Audit Office

Cooperation between the Audit & Supervisory Board Members and the Independent Auditor

The Audit & Supervisory Board Members receive regular briefings from the Independent Auditor (Deloitte Touche Tohmatsu LLC) on the audit plan, main items to be audited, the audit results and other matters. The Audit & Supervisory Board Members and the Independent Auditor also cooperate as necessary by exchanging information and opinions, among other measures.

Cooperation between the Audit & Supervisory Board Members and the Internal Audit Office

The Audit & Supervisory Board Members receive briefings from the Internal Audit Office, which is responsible for SBG's internal audits. The briefings include the audit plan and the results of internal audits performed on each department of SBG and its major subsidiaries. The Audit & Supervisory Board Members and the Internal Audit Office also cooperate as necessary by exchanging information and opinions, among other measures.

Cooperation between the Independent Auditor and the Internal Audit Office

The Independent Auditor receives briefings from the Internal Audit Office on the audit plan and, when necessary, on the results of internal audits and other matters. The Internal Audit Office receives regular briefings from the Independent Auditor regarding audit results and other matters. Moreover, both parties cooperate with each other as necessary by exchanging information and opinions, among other measures.

Reasons for adoption of current corporate governance system

SBG adopts the company with Audit & Supervisory Board system. As explained in “Governance system,” its corporate governance system is built around the Board of Directors, the Audit & Supervisory Board Members, and the Audit & Supervisory Board.

 

The Board Directors carry out lively discussions at each Board of Directors meetings. Moreover, since five of the 9 Board Directors are External Board Directors, management benefits from diverse perspectives, and the function for mutual monitoring between Board Directors are enhanced.

 

The Audit & Supervisory Board Members conduct strict audits of Board Directors' execution of duties from their specialist perspectives as a certified public accountant, a lawyer, or other professional. Moreover, since all of the four Audit & Supervisory Board Members are External Audit & Supervisory Board Members, SBG's audit function is enhanced by ensuring more independent perspectives.

 

The current system is thus selected because SBG judges that it can ensure effective corporate governance.

Audit by the Independent Auditor

(1) Status of audit by the Independent Auditor

SBG concluded an independent audit agreement with Deloitte Touche Tohmatsu LLC based on the Financial Instruments and Exchange Act. The names of the certified public accountants who executed audit duties in fiscal 2020, the number of assistants for the audit duties, the policy for selection of audit corporation and evaluation of audit corporation by the Audit & Supervisory Board for fiscal year are as follows:

(a) Names of certified public accountants who executed audit duties

Designated Limited Liability Partner and Engagement Partners:
Masayuki Nakagawa Naofumi Yamazumi, Ryo Sakai, Yusuke Masuda

(b) Consecutive auditing period

15 years

(c) Composition of assistants who supported audit duties

Certified public accountants: 23, Others: 32

(d) Policy for selection of audit corporation and evaluation of audit corporation by the Audit & Supervisory Board

The Audit & Supervisory Board sets criteria for appropriately selecting an Independent Auditor and appropriately evaluating the Independent Auditor in the Audit & Supervisory Board Members Audit Regulations. In accordance with such criteria, the Audit & Supervisory Board takes into account the system to ensure the proper execution of duties by the Independent Auditor, the independency required by the Independent Auditor, and its expertise including the possession of worldwide network resources, and determines whether the reappointment of the Independent Auditor is appropriate each year. The Audit & Supervisory Board has determined that reappointment was appropriate for this fiscal year. In the event that the Audit & Supervisory Board determines that reappointment is inappropriate, it considers other candidates for Independent Auditor in accordance with such criteria, upon taking into account factors such as audits at other companies.

 

The Audit & Supervisory Board has resolved, as its decision-making policy of dismissal or not reappointing of the Independent Auditor, that the Independent Auditor may be dismissed by the Audit & Supervisory Board with unanimity of Audit & Supervisory Board Members when the Independent Auditor corresponds to any of Paragraph 1, Article 340 of the Companies Act, and that, other than those cases above, the Audit & Supervisory Board shall submit a proposal on dismissal or not reappointing of the Independent Auditor to the Annual General Meeting of Shareholders when it is acknowledged that the execution of appropriate audit is difficult due to the occurrence of an event which impairs the qualification or independency of the Independent Auditor.

(2) Compensation for audits and other duties

(a) Compensation for auditing certified public accountants and other assistants

  • Compensation for audit certification duties

    SBG: 770 million yen
    Consolidated subsidiaries: 1,728 million yen

  • Compensation for non-audit duties

    SBG: 16 million yen
    Consolidated subsidiaries: 333 million yen

 

The non-audit duties for SBG mainly consist of the preparation of comfort letters when issuing corporate bonds. The non-audit duties for the consolidated subsidiaries of SBG mainly consist of the preparation of comfort letters when issuing corporate bonds.

(b) Compensation to the same network as SBG’s auditing certified public accountants and other assistants (Deloitte Touche Tohmatsu Limited) (excluding “Compensation for auditing certified public accountants and other assistants”)

  • Compensation for audit certification duties
  • SBG: -
  • Consolidated subsidiaries : ¥3,472 million
  • Compensation for non-audit duties
  • SBG: ¥76 million
  • Consolidated subsidiaries: ¥824 million

 

The non-audit duties for SBG mainly consist of advisory services for taxation and other matters. The non-audit duties for the consolidated subsidiaries of SBG mainly consist of advisory services in connection with new businesses.

(c) Other material compensation for audit certification duties

Not applicable.

(d) Reason(s) why the Audit & Supervisory Board gave its consent to the compensation of the Independent Auditor, etc.

The Audit & Supervisory Board, based on the “Practical Guidelines for Cooperation with Accounting Auditors“ published by the Japan Audit & Supervisory Board Members Association, reviewed and examined the plan details of the audit conducted by the Independent Auditor, the performance status of accounting audit duties, and the basis for calculating compensation estimates, and from the results, has given consent prescribed in Paragraph 1, Article 399 of the Companies Act for the compensation paid to the Independent Auditor.

Governance related data