Basic views on corporate governance

Basic views

SoftBank Group Corp. (“SBG”) and its subsidiaries (collectively, the “Company”) are guided by a fundamental concept of “free, fair, and innovative,” and a corporate philosophy of “Information Revolution — Happiness for everyone.” The Company aims to be a provider of essential technologies and services to people around the world while maximizing its enterprise value.

SBG, the holding company of the SoftBank Group (the “Group”), recognizes that it is vital to maintain effective corporate governance in order to realize this vision. SBG continues to strengthen governance within the Group by taking measures such as formulating the SoftBank Group Charter to share the Group's fundamental concept and corporate philosophy and devising the Group Company Management Regulations of SoftBank Group to set out the management policy and management framework for group companies, as well as establishing the SoftBank Group Code of Conduct to prescribe policies to be followed by the Company and its Board Directors and employees, among other matters. SBG has also formulated the SoftBank Group CSR Principles to set forth matters necessary for the Company to appropriately carry out CSR activities, thereby aiming to grow together with customers, shareholders, employees, business partners and society by actively contributing to society through its businesses.

SBG's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Three of the 12 Board Directors are External Board Directors to ensure robust mutual monitoring between the Board Directors. Likewise, 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.

Basic guidelines

SBG stipulates the following basic guidelines for corporate governance based on the principles of Japan's Corporate Governance Code.

Securing the rights and equal treatment of shareholders (General principle 1)

SBG strives to fully secure shareholder rights by developing an environment in which all shareholders, including minority and overseas shareholders, can effectively exercise their rights. SGB also treats all shareholders equally in accordance with their shareholdings, in compliance with laws and regulations.

Appropriate cooperation with stakeholders other than shareholders (General principle 2)

SBG endeavors to build good relationships with all stakeholders, including shareholders as well as customers, employees, and business partners and to cooperate appropriately with them in order to contribute to maximizing enterprise value. To this end, the Board of Directors and management team seek to establish a corporate culture where the opinions and positions of stakeholders are respected by formulating and disclosing the SoftBank Group CSR Principles and the SoftBank Group Code of Conduct, and complying with these standards.

Ensuring appropriate information disclosure and transparency (General principle 3)

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.

Responsibilities of the Board (General principle 4)

Given its fiduciary responsibility and accountability to shareholders, SBG's Board of Directors strives to maximize enterprise value by thoroughly engaging all Board Directors, including independent External Board directors, in timely and appropriate discussions of the Board meeting agenda to consider the entire group's management strategy over the medium to long term. The Board also strives to achieve proactive and bold management strategies while controlling risks. The Board of Directors, Audit & Supervisory Board Members, and Audit & Supervisory Board strive to ensure their transparency by carrying out highly effective oversight of management.

Dialogue with shareholders (General principle 5)

SBG proactively engages in constructive dialogues with shareholders and investors in order to contribute to maximizing enterprise value. Through these dialogues, SBG strives to further develop mutual understanding and foster relationships of trust, and to carry out management giving due consideration to their opinions.

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