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.
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 SoftBank Group's IR Rules 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 Senior Executive Corporate Officer 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 Executive Corporate Officer 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 (h) are available in both Japanese and English.
SBG observes a quiet period of three weeks 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 38th Annual General Meeting of Shareholders held on June 20, 2018 on the statutory dispatch date, and posted it on its website five 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.
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.
Dissemination via the Internet
SBG provides live webcasts of the Annual General Meetings of Shareholders on its website. VOD is also available on the website after completion of the meeting.
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.
To help investors to better understand the Company's businesses, business briefings are held as necessary.
Regular briefings for retail investors
SBG is vigorously working on IR activities targeting retail investors. Investor Relations Department personnel hold briefing sessions at branches of securities companies and other venues in Japan. In fiscal 2017, 5 sessions were held in total.
Regular briefings for overseas investors
Overseas IR activities
SBG's delegates visit institutional investors in Europe, the U.S., and Asia to explain its business and financial strategies. They also participate in conferences held by securities companies overseas to give presentations about the business strategies.
Earnings results conference calls
On the days when quarterly earnings results are announced, SBG conducts a conference call for institutional investors overseas. The Chairman and CEO delivers an overview of the earnings results and explains the Company's business strategies.
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 completion of the briefings.