Corporate Management

Board of Directors and Audit & Supervisory Board members

SoftBank Group Corp.(“SBG”)'s corporate governance system centers on the Board of Directors, Audit & Supervisory Board members, and the Audit & Supervisory Board. Three of the 12 directors are external directors to ensure robust mutual monitoring between the directors. Likewise, three of the four Audit & Supervisory Board members are external members to ensure independent auditing functions, thereby strengthening the monitoring of management.

Message from Audit & Supervisory Board members

Masato Suzaki

Full-time Audit & Supervisory Board member
Masato Suzaki

Maurice Atsushi Toyama

Full-time Audit & Supervisory Board member, independent officer
Maurice Atsushi Toyama
Certified public accountant, State of California, U.S.

[Note]
  • *
    The contents are based on “ANNUAL REPORT 2016”

Soichiro Uno

Audit & Supervisory Board member
Soichiro Uno

Hidekazu Kubokawa

Audit & Supervisory Board member, independent officer
Hidekazu Kubokawa
Certified public accountant, certified tax accountant

[Note]
  • *
    The contents are based on “ANNUAL REPORT 2013”

Information of external officers

Reason(s) for appointment as an external director and attendance of external directors

Name Reason(s) of Appointment Attendance to the Board
of Directors Meetings in FY2017
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Tadashi Yanai Mr. Yanai has extensive knowledge and broad experience over the past 34 years ranging from company management to business strategy. This is illustrated by his leadership in building Ogori Shoji Co., Ltd. (currently FAST RETAILING CO., LTD) into one of the world's leading specialty retailers of private label apparel (SPA) since assuming the position of CEO of the company in September 1984.
Mr. Yanai plays a vital role in judgments on business management and decision-making processes at the Board of Directors meetings. His contributions include giving his advice on SBG's long-term group strategies drawing on his years of experience and knowledge as a company manager and also as an external director of SBG.
Not limited to the Board of Directors meetings, Mr. Yanai actively raised many questions about and commented on the Group's business from various angles and expressed views from the standpoint of minority shareholders of the Company and thus the Board recognizes that he has made significant contributions to the improvement of the enterprise value of SBG through his supervisory duties.
SBG concludes that, given his significant contributions to the Board, Mr. Yanai 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 director.
15/19
(79.0%)
Mark Schwartz Mr. Schwartz has extensive knowledge and experience in the financial sector and investment sector acquired from having served in key positions at Goldman, Sachs & Co., a global investment bank, and its affiliates.
Mr. Schwartz has offered advice on SBG's long-term Group strategies drawing on his years of experience and knowledge in the financial sector and investment sector. With such advice, he plays a vital role in judgments on business management and decision-making processes at the Board of Directors meetings.
Not limited to the Board of Directors meetings, Mr. Schwartz actively raised many questions about and commented on the Group's businesses from various angles and expressed views from the standpoint of minority shareholders of the Company, and thus the Board recognizes that he has made significant contributions to the improvement of the enterprise value of SBG through his supervisory duties.
SBG concludes that, given his significant contribution to the Board, Mr. Schwartz 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 director.
15/16
(93.8%)
Masami Iijima After assuming the position of Representative Director, President and Chief Executive Officer of MITSUI & CO., LTD. in April 2009, Mr. Iijima led the company's management for six years and played a major role in its growth. In April 2015, he became Representative Director and , 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 the improvement of the effectiveness of the Board of Directors.
SBG concludes that 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 appointed him as an external director.
-
[Notes]
  • *
    Excluding the number of the meetings not held in person.
  • *
    The attendance data for Mr. Schwartz is as of their appointments on June 21, 2017.

Reason(s) for appointment as an external Audit & Supervisory Board member and attendance of external Audit & Supervisory Board members

Name Reason(s) of Appointment Attendance to the Meetings of Board of Directors and Audit & Supervisory Board in FY2017
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Maurice Atsushi Toyama Mr. Toyama has extensive knowledge and experience as a certified public accountant, 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: 18/19 (94.7%)
Audit & Supervisory Board: 13/13 (100%)
Soichiro Uno Mr. 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: 17/19 (89.5%)
Audit & Supervisory Board: 13/13 (100%)
Hidekazu Kubokawa Mr. 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: 19/19 (100%)
Audit & Supervisory Board: 13/13 (100%)
[Note]
  • *
    Excluding the number of the meetings not held in person.

Remuneration

At SBG, directors' remuneration is intended to motivate directors to increase enterprise value and grow profits, and to function as consideration for their performances. This remuneration comprises basic remuneration, bonuses, and share-based payments and is determined by a resolution of the Board of Directors within the aggregate amount approved by the General Meeting of Shareholders. Individual remuneration is determined based on individual roles, responsibilities, performances, and other factors, taking the results of operations and management environment into account.

The total amount of remuneration for directors and Audit & Supervisory Board members at SBG is determined within the aggregate amount determined by a resolution of the General Meeting of Shareholders. The total amount of remuneration for directors is determined by a resolution of the Board of Directors and that for Audit & Supervisory Board members is determined by deliberation of the Audit & Supervisory Board members. The annual aggregate remuneration paid to directors shall not exceed a total of 5 billion yen, pursuant to the resolution of the General Meeting of Shareholders on June 20, 2018. The annual aggregate remuneration paid to Audit & Supervisory Board members shall not exceed 80 million yen, pursuant to the resolution of the General Meeting of Shareholders on June 28, 1990. Separately from the above remuneration for directors, stock acquisition rights shall be granted to the directors of SBG to be used as stock options as remuneration up to an amount not exceeding 5 billion yen annually, pursuant to the resolution of the General Meeting of Shareholders on June 20, 2018.

Total remuneration for Directors and Audit & Supervisory Board members with subtotals for each type of remuneration and numbers of recipients (FY2017)

Number of Recipients Total Remuneration Paid Basic Remuneration Share-based Payment Bonus Retirement Package
(Millions of yen)
Directors
(excluding external directors)
3 561 190 361 10 -
Audit & Supervisory Board members (excluding external members) 2 30 21 9 - -
External officers 8 70 70 - - -

Total consolidated remuneration paid to respective Directors (FY2017)

Total Remuneration Paid
(Millions of yen)
Company Name Total Remuneration Paid by Type
(Millions of yen)
Basic Remuneration Share-based Payment Bonus Retirement Package Other
Masayoshi Son
(Director)
137 SoftBank Group Corp. 120 - 10 - -
SoftBank Corp. - 7 - - -
Ronald D. Fisher
(Director)
2,015 SOFTBANK Inc. 238 1,392 - - 5
Galaxy Investment Holdings, Inc. - 268 - - -
Sprint Corporation 56 56 - - -
Marcelo Claure
(Director)
1,382 Sprint 167 881 333 - 1
Rajeev Misra
(Director)
1,234 SoftBank Group Capital Limited 8 7 - - -
SB Investment Advisers (UK) Limited 446 773 - - -
Ken Miyauchi
(Director)
868 SoftBank Group Corp. 60 361 - - -
SoftBank Corp. 60 7 380 - -
Simon Segars
(Director)
479 Arm 132 - 334 - 13
[Notes]
  • *
    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.
  • *
    All share-based payments for Audit & Supervisory Board members relate to stock acquisition rights granted while serving as corporate officers.
  • *
    Only directors whose total consolidated remuneration is 100 million yen or more are listed.
  • *
    Abbreviations used in this page are as follows.
    Sprint: Sprint Corporation and its subsidiaries
    Arm: Arm Limited and its subsidiaries (In March 2018, Arm Holdings plc and its subsidiaries were reorganized. Accordingly, the major operating company, Arm Limited is listed.)
  • *
    The content of this page is based on information contained in the Corporate Governance Report which was revised on November 30, 2018.