Appointment of Directors
April 21, 2016
SoftBank Group Corp.
SoftBank Group Corp. (SBG) announces that today it has decided the candidates for the members of its Board as below. The elections are subject to the approval of the 36th Annual General Meeting of Shareholders (the “AGM”) to be held on June 22, 2016.
1. Appointment of the Members of the Board of Directors
The terms of office of the current nine Directors will expire at the conclusion of the AGM. SBG will propose reelection of eight out of the current nine Directors to the AGM.
(1) Candidates for the members of the Board (to be elected on June 22, 2016)
|Name||Primary Current Title|
|Masayoshi Son||Chairman & CEO, SoftBank Group Corp.|
|Nikesh Arora||Representative director, president & COO,
SoftBank Group Corp.
|Ken Miyauchi||Director, SoftBank Group Corp.|
|Ronald D. Fisher||Director, SoftBank Group Corp.|
|Yun Ma||Executive chairman, Alibaba Group Holding Limited|
|Manabu Miyasaka||President and representative director, Yahoo Japan Corporation|
|Tadashi Yanai||Chairman, president & CEO, FAST RETAILING CO., LTD.|
|Shigenobu Nagamori||Chairman of the board, president & CEO, Nidec Corporation|
- *Messrs. Tadashi Yanai and Shigenobu Nagamori are intending external directors.
(2) Director to resign from the Board (to be resigning on June 22, 2016)
|Name||Primary Current Title|
|Mark Schwartz||Vice Chairman, The Goldman Sachs Group, Inc.,
Chairman, Goldman Sachs Asia Pacific
2. Reason of Appointment as External Directors
(1) 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 share retailers of private label apparel (SPA) under his leadership. His extensive knowledge and broad experience over the past 32 years ranges from company management to business strategy. Mr. Yanai assumed the position of external Director to SBG in June 2001 and for the past 15 years he has offered advice on SBG's long-term group strategies drawing on his own knowledge and experience as CEO, as well as advice based on views of SBG's minority shareholders. With such remarks he plays a vital role in business judgments and decision-making processes at the Board. The Board has concluded that, given his significant contribution to the Board, Mr. Yanai is an indispensable person to resolve SBG's important management issues and in turn increase its long-term enterprise value, and thus reelects him as an external director candidate.
Mr. Yanai attended seven out of nine Board of Directors meetings held in the fiscal year ended March 2016, with attendance rate of 77.8%.*1 He is a current external director (independent officer) of SBG and will have been in the position for 15 years at the conclusion of the AGM.
(2) Shigenobu Nagamori
Ever since the foundation of Nidec Corporation in July 1973, as the founder and CEO of the company, Mr. Shigenobu Nagamori has built it to one of the world's leading integrated motor manufacturers under his leadership. His extensive knowledge and broad experience over the past 43 years encompasses corporate management, business strategy, M&A and turnaround of business. At the Board, he has offered advice on SBG's long-term group strategies drawing on his own knowledge and experience as a founder and CEO, as well as advice on business turnaround of Sprint Corporation and other companies acquired by SBG drawing on his experience in M&A and business turnaround. With such remarks he plays a vital role in business judgments and decision-making processes at the Board.
Mr. Nagamori attended five out of nine Board of Directors meetings held in the fiscal year ended March 2016, with attendance rate of 55.6%.*1 The Board, however, highly appreciates his contribution through his advice to SBG's management in occasions outside the Board, not to mention the significance of his remarks at the Board meetings. The Board also believes his attendance rate can fairly improve considering the reasons for his absence from the Board meetings in the past. Given all the above, the Board has concluded Mr. Nagamori is an indispensable person to resolve SBG's important management issues and in turn increase its long-term enterprise value, and thus reelects him as an external director candidate. He is a current external director (independent officer) of SBG and will have been in the position for two years at the conclusion of the AGM.
- *1Excluding the number of the meetings held in writing without meeting
3. List of Officers After the AGM (planned)
|Chairman & CEO||Masayoshi Son|
|Representative director, president & COO||Nikesh Arora|
|Ronald D. Fisher|
|Full-time Audit & Supervisory Board member||Tatsuhiro Murata|
|Maurice Atsushi Toyama|
|Audit & Supervisory Board member||Soichiro Uno|
- *Directors, Messrs. Tadashi Yanai and Shigenobu Nagamori are external directors. Audit & Supervisory Board members, Messrs. Maurice Atsushi Toyama, Soichiro Uno, Koichi Shibayama, and Hidekazu Kubokawa are external Audit & Supervisory Board members.
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