Message from Audit & Supervisory Board Member
—SoftBank Group Report 2025

During my time at Nomura Securities, where I oversaw risk management, I closely monitored SBG’s business and financial condition. At the time, SBG was the second most highly indebted company in Japan, and that left a strong impression on me. Nomura played a key role in supporting SBG’s efforts to broaden its investor base, including retail bond underwritings and the 2018 IPO of SoftBank Corp. As one of our most important counterparties, SBG represented significant credit exposure for Nomura—not only because our clients held substantial positions in its equity and bond, but also because Nomura itself underwrote SBG bonds. From the perspective of counterparty credit risk management, I was responsible for assessing Nomura’s total exposure to SBG and its affiliates, which informed a number of key decisions across the firm.

At Nomura, I took a conservative view of the company, analyzing mainly publicly available information about its business and financial position through the lens of a risk manager. The company’s substantial debt levels naturally raised questions about its creditworthiness, and the diversity and complexity of its investment portfolio, along with its heavy dependence on investee performance, made the business appear highly uncertain.

However, after joining the Board, I gained a much clearer understanding of how SBG is actually managed. From outside, it is difficult to see how management operates or how robust the company’s governance framework is. Having access to these internal dynamics firsthand has been extremely valuable in deepening my understanding of the organization.

Having spent many years in risk management, I have observed a general shift in the prevailing approach, from a traditional focus on robustness^*1 to a growing emphasis on resilience.^*2 This transition became especially apparent around the time of the COVID-19 pandemic. The pandemic served as a major inflection point. It brought home the reality that unforeseen disruption will continue to occur, and that resilience, the capacity to recover and rebuild, must now take precedence in risk management thinking.

Over the past four years, I have come to recognize that SBG possesses a deep underlying resilience—a capacity to recover and adapt that is built into the fabric of the organization. With SBG now shifting into an offensive phase, I believe its resilience will prove even more essential, enabling the organization to navigate the challenges that inevitably come with bold strategic moves.

In the financial sector, regulatory compliance demands considerable resources. During my time as head of risk management at Nomura, which is a financial institution subject to oversight by the Financial Services Agency, nearly half of my day-to-day responsibilities involved regulatory reporting and communications with authorities. By contrast, SBG operates outside that heavily regulated framework and is not subject to the same compliance burdens. As a result, I found its management structure to be notably more streamlined and efficient.

Another key difference lies in governance. SBG is led by its founder, Mr. Son, who owns approximately 30% of the company’s shares and serves as both Chairman and CEO. In contrast, most non-founder-led companies in Japan are typically headed by career executives promoted from within the organization. This fundamental difference in ownership structure naturally influences how governance is exercised.

The two companies also differ significantly in their governance framework. SBG operates as a “company with a board of auditors,” where the Board of Directors serves as the primary decision-making body. In contrast, Nomura adopted the “company with a nominating committee, etc.” model, which clearly separates business execution and supervision. These structural distinctions shape the roles and perspectives of Board members in markedly different ways.

When I joined the Audit & Supervisory Board in June 2021, I was immediately struck by the speed of SBG’s decision-making and execution, a pace that left a strong and positive impression on me. The market environment in 2021 marked a turning point. After a sharp run-up fueled by the widespread shift to remote work during the pandemic, tech stocks entered a correction phase, with previously overstretched valuations beginning to fall back to more sustainable levels. Against that backdrop, I was struck by the decisiveness and speed of SBG’s management, qualities that I came to recognize reflect the strengths of a founder-led organization. In large institutions, it is often difficult to shift direction quickly or decisively discontinue an initiative. Once a course is set, there is a tendency for it to continue with sheer momentum, even when circumstances have clearly changed. This contrast left a lasting impression on me.

Fiscal 2024 brought yet another wave of global change, especially following the announcement of Donald Trump’s victory in the U.S. presidential election in November 2024. In response, SBG’s Board of Directors convened several extraordinary meetings, on top of our regularly scheduled sessions, beginning in December 2024.

SBG fosters an open corporate culture where people are encouraged to speak up and raise concerns. This openness is complemented by the strong leadership Mr. Son demonstrates, particularly when the Board of Directors is faced with major investment decisions. One reason the company is able to move swiftly is that the Board shares a deep understanding of, and alignment with, Mr. Son’s strategic vision. That vision centers on AI but also extends to critical areas such as data centers, energy infrastructure, and semiconductors. As Board members, we are regularly exposed to Mr. Son’s unique ideas, inspirations, and creative thinking—and we make a conscious effort to understand and support the direction he seeks to pursue, especially when timely decisions are required.

Details matter, of course. The Board must deliberate on a range of practical matters, such as the sequence of investments and the means of securing the necessary funding. This was not only true in fiscal 2024 but also will be the case going forward. That said, I believe the decision-making process at SBG’s Board of Directors is both sound and well-structured. In the case of the major investments decided in fiscal 2024, all members had a clear grasp of the strategic direction, which enabled the Board to make timely decisions without unnecessary delay or confusion. As a result, I found few points that required intervention or concern on my part.

As part of SBG’s structure for auditing and supervision, two independent officers, Mr. Maurice Atsushi Toyama and myself, serve as full-time members of the Audit & Supervisory Board. While we work in close coordination, our responsibilities are generally divided: Mr. Toyama focuses on overseas matters, drawing on his expertise in international business as a certified public accountant, while I primarily oversee domestic business, such as SoftBank Hawks, alongside a broad range of investment-related matters. The Audit & Supervisory Board meets monthly to hear reports and conduct interviews with representatives from various divisions. These sessions also provide opportunities for discussion with our part-time colleagues, and we regularly exchange views among the full board to ensure consistent oversight.

Topics regularly discussed at Audit & Supervisory Board meetings include the governance framework for critical decisions, processes that enable effective deliberation within the Board of Directors, oversight of subsidiaries and portfolio companies, the design and operation of internal control systems, risk management structures, and mechanisms for managing insider information and investment-related conflicts of interest.

While these topics are handled with due diligence, my background in financial risk management leads me to believe that some areas warrant even deeper discussion. In particular, I believe greater emphasis should be placed on how lessons from past investment failures are captured and applied to future decisions and portfolio oversight. SBG has achieved remarkable successes, such as Alibaba and Arm, but naturally not every investment has gone according to plan. Amid the spotlight on major wins, it can be difficult to assess whether sufficient learning has occurred from past setbacks. Yet minimizing such failures is critical to maximizing NAV. Unless the organization systematically distills and retains insights from experience, there is a risk that it may come to rely too heavily on Mr. Son’s individual intuition and foresight.

In fiscal 2025, Ms. Kuniko Nishibashi and Ms. Yuko Kanamaru joined the Audit & Supervisory Board, succeeding two outgoing members. Their appointment represents a meaningful step toward greater diversity and is expected to enrich our discussions with new perspectives. I welcome this development and look forward to the new insights they will contribute. At the same time, SBG is entering a distinctly proactive phase. From the perspective of the Audit & Supervisory Board, this makes it all the more important to ensure that the defensive side of governance remains robust. In other words, effective offense must be underpinned by equally effective defense.