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 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.

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 Board Director and attendance of External Board Directors

Name Reason(s) of Appointment Attendance to the Board
of Directors Meetings in FY2018
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Tadashi Yanai Ever since assuming the position of CEO of Ogori Shoji Co., Ltd. (currently FAST RETAILING CO., LTD) in September 1984, Mr. Tadashi Yanai has built it to one of the world's leading specialty retailers of private label apparel (SPA) under his leadership. His extensive knowledge and broad experience over the past 35 years ranges from company management to business strategy.
Mr. Yanai has offered advice on SBG’s long-term group strategies drawing on his years of experience and knowledge as CEO and External Board Director of SBG. With such remarks he plays a vital role in business judgments and decision-making processes at the Board.
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 SBG and thus the Board recognizes that he has made significant contributions to the improvement of enterprise value of SBG through the supervisory function.
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 Board Director.
11/12
(91.7%)
Masami Iijima After 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.
Not limited to the Board of Directors meetings, Mr. Iijima 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 SBG, and thus the Board recognizes that he has made significant contributions to the improvement of the enterprise value of SBG through the supervisory function.
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.
9/10
(90%)
Yutaka Matsuo Performing 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 appointed him as an External Board Director.
-
[Notes]
  • *
    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.

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 FY2018
(Number of Attendance / Number of Meetings Held; (Attendance Rate))
Maurice Atsushi Toyama Mr. 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: 12/12 (100%) 
Audit & Supervisory Board: 13/13 (100%)
Soichiro Uno Mr. 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: 12/12 (100%)
Audit & Supervisory Board: 13/13 (100%)
Hidekazu Kubokawa Mr. 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: 12/12 (100%)
Audit & Supervisory Board: 13/13 (100%)
[Note]
  • *
    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 (FY2018)

Number of Recipients Total Remuneration Paid Basic Remuneration Share-based Payment Bonus Retirement Package
(Millions of yen)
Board Directors
(exc. External Board Directors)
5 1,470 567 326 577 -
External Board Directors 4 92 92 - - -
Audit & Supervisory Board Members (excl. External Audit & Supervisory Board Members) 1 28 24 4 - -
External Audit & Supervisory Board Members 3 37 37 - - -
[Notes]
  • *
    Bonus includes the amounts paid in fiscal 2018 and amounts of bonus for fiscal 2018 to be paid in June 2019.
  • *
    All share-based payment for Audit & Supervisory Board Members relates to stock acquisition rights granted while serving as Corporate Officers.
  • *
    One Board Director who changed his title from External Board Director to Board Director during this fiscal year is included in “External Board Directors” during the period of service as External Board Director, and is included in “Board Directors (exc. External Board Directors)” during the period of service as Board Director.

Total consolidated remuneration paid to respective Directors (FY2018)

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]
Bonus Retirement Package Other
Masayoshi Son
(Board Director)
229 SoftBank Group Corp. 120 - 20 - -
SoftBank Corp. - 89
[0]
- - -
Ronald D. Fisher
(Board Director)
3,266 SOFTBANK Inc. 174 2,776
[2,776]
- - 3
SB Investment Advisers (US) Inc. 110 - - - -
Galaxy Investment Holdings, Inc. - 93
[0]
- - -
Sprint 55 55
[0]
- - -
Marcelo Claure
(Board Director)
1,802 Sprint 262 490
[0]
- - 64
SB Group US Inc. 930 - - - 56
Katsunori Sago
(Board Director)
982 SoftBank Group Corp. 425 - 557 - -
Rajeev Misra
(Board Director)
752 SB Investment Advisers (UK) Limited 744 8
[0]
- - -
Ken Miyauchi
(Board Director)
1,230 SoftBank Group Corp. - 326
[0]
- - -
SoftBank Corp. 120 89
[0]
695 - -
Simon Segars
(Board Director)
1,093 Arm 116 54
[54]
864 - 59
[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.
  • *
    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.
  • *
    Abbreviations used in this page are as follows.
    Sprint: Sprint Corporation and its subsidiaries
    Arm: Arm Limited and its subsidiaries
  • *
    The content of this page is based on information contained in the Corporate Governance Report which was revised on June 25, 2019.