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Sustainability

Corporate Management

SoftBank Group Corp.("SBG")'s corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Five of the 9 Board Directors are External Board Directors (4 of whom are Independent External Board Directors) to ensure robust mutual monitoring between the Board Directors. Likewise, and a majority of the members of the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of Directors, are Independent External Board Directors to ensure objectivity and transparency concerning the election, dismissal and compensation of Board Directors. Furthermore, all of the four Audit & Supervisory Board Members are External Audit & Supervisory Board Members to ensure independent auditing functions, thereby strengthening the monitoring of management. In addition, as part of its continued efforts to strengthen its corporate governance, SBG made changes to its Board of Directors and appointed Corporate Officers in November 2020, in its aim to separate the management decision-making function from the business execution function to clarify the persons responsible for business execution.

Reason(s) for appointment as external officers

External Board Directors

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NameReason(s) of AppointmentAttendance to the Board of
Directors Meetings in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Masami IijimaAfter assuming the position of Representative Director, President and Chief Executive Officer of MITSUI & CO., LTD. in April 2009, Board Director 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.
Board Director Iijima has offered advice on SBG’s long-term group strategies and played a vital role in business judgments and decision-making processes at the Board.
He has also expressed views from the standpoint of minority shareholders of SBG, led development of objective discussions from an independent perspective as Chairperson of the voluntary Nominating & Compensation Committee, and thus made significant contributions to the improvement of enterprise value of SBG through the supervisory function.
SBG expects that Board Director Iijima will use his wealth of knowledge and experience to supervise SBG and offer advice, and has therefore reappointed him as an External Board Director for the further growth of the Company.
14/14
(100%)
Yutaka MatsuoPerforming research into artificial intelligence (AI) over many years, Board Director 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 Board Director 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.
In addition to offering advice on SBG's long-term group strategies and playing a vital role in business judgments and decision-making processes at the Board, Board Director Matsuo has also expressed views from the standpoint of minority shareholders of SBG. Also at the voluntary Nominating & Compensation Committee, he has made objective comments from an independent perspective as a member of the committee, and thus made significant contributions to the improvement of enterprise value of SBG through the supervisory function.
SBG expects that Board Director Matsuo will use his wealth of knowledge and experience to supervise SBG and offer advice, and has therefore reappointed him as an External Board Director for the further growth of the Company.
14/14
(100%)
Lip-Bu TanSince founding Walden International in December 1987, Board Director Lip-Bu Tan has been active as a global venture capitalist investing in start-up companies focusing in sectors including semiconductor / components, cloud / edge infrastructure, data management and security, AI / machine learning, Software 2.0, Quantum Computing, and Data Analytics & Manager. He assumed the position of CEO of Cadence Design Systems, Inc. in October 2008 and led the management of the company for 12 years, playing a vital role in its growth. Also, having served as a director of Hewlett Packard Enterprises and Schneider Electric Corporation, he has extensive knowledge and experience related to investment and corporate management, and technology.
In addition to offering advice on SBG’s long-term group strategies and playing a vital role in business judgments and decision-making processes at the Board, Lip-Bu Tan has also expressed views from the standpoint of minority shareholders of SBG and thus made significant contributions to the improvement of enterprise value of SBG through the supervisory function.
SBG expects that Board Director Tan will use his wealth of knowledge and experience to supervise SBG and offer advice and has therefore reappointed him as an External Board Director for the further growth of the Company.
8/8
(100%)
Keiko ErikawaSince founding KOEI Co., Ltd. (currently KOEI TECMO GAMES CO., LTD.), Board Director Keiko Erikawa has played a vital role in developing and strengthening the business foundation of the KOEI TECMO Group as a corporate manager and a finance manager, and therefore has extensive knowledge and experience related to corporate management and technology.
SBG expects that Board Director Erikawa will use her wealth of knowledge and experience to supervise SBG and offer advice, and has therefore appointed her as an External Board Director for the further growth of the Company.
-
Kenneth A. SiegelAfter joining Morrison & Foerster LLP in August 1986, Board Director Kenneth A. Siegel became Partner of the firm in January 1994, and thereafter Managing Partner of Morrison & Foerster Tokyo Office (Morrison & Foerster Gaikokuho Jimu Bengoshi Jimusho) in August 1996. Having engaged in corporate acquisitions, joint venture deals, and strategic alliances, Board Director Siegel has extensive knowledge and experience as a lawyer. Although Board Director Siegel does not have management experience, SBG believes that through his high level of expertise he can properly perform his duties as an External Board Director of SBG.
SBG expects that Board Director Siegel will use his wealth of knowledge and experience to supervise SBG and offer advice, and has therefore appointed him as an External Board Director for the further growth of the Company.
-
  • Excluding the number of the meetings not held in person.

  • The attendance data Board Director Lip-Bu Tan and Board Director Yuko Kawamoto is as of their appointments on June 25, 2020.

External Audit & Supervisory Board Members

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NameReason(s) of AppointmentAttendance to the Meetings of Board of Directors and Audit & Supervisory Board in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Maurice Atsushi ToyamaAudit & Supervisory Board Member. 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: 14/14 (100%) 
Audit & Supervisory Board: 13/13 (100%)
Yuji NakataAudit & Supervisory Board Member Yuji Nakata has extensive knowledge and experience related to corporate management and risk management, having served as Representative Executive Officer and a risk management manager at financial institutions. SBG appointed him as an External Audit & Supervisory Board Member in June 2021 to have him conduct audits from a fair and objective standpoint based on his knowledge and experience and to ensure that audits are conducted from a more independent standpoint.-
Soichiro UnoAudit & Supervisory Board Member Soichiro Uno has extensive knowledge and experience as an attorney-at-law.. SBG appointed him as an External Audit & Supervisory Board Member in June 2004 to have him audit from an expert standpoint based on his knowledge and experience and to ensure audits are conducted from an independent perspective. Although Audit & Supervisory Board Member Uno does not have management experience other than in the capacity as an officer, SBG believes that through his high level of expertise he can properly perform his duties as an External Audit & Supervisory Board Member of SBG.Board of Directors: 14/14 (100%)
Audit & Supervisory Board: 13/13 (100%)
Keiichi OtsukaAudit & Supervisory Board Member Keiichi Otsuka has extensive knowledge and experience as a certified public accountant. SBG appointed him as an External Audit & Supervisory Board Member in June 2021 to have him conduct audits from a professional standpoint based on his knowledge and experience and to ensure that audits are conducted from a more independent standpoint. Although Audit & Supervisory Board Member Otsuka does not have management experience other than as an external officer, SBG believes that through his high level of expertise he can properly perform audits of SBG as an External Audit & Supervisory Board Member of SBG.-
  • Excluding the number of the meetings not held in person.

Compensation

Overview of the executive compensation system

In order to realize the vision of “Information Revolution – Happiness for everyone, the executive compensation policy of SBG is decided bya resolution of the Board of Directors, accounting for the societal and relative status of each officer, as well as the degree of their respective contributions to SBG, while referring to compensation survey results conducted by professional organizations, so that the system provides compensation that is reasonably competitive and can attract global talent that share the same aspirations. Individual amount of compensation is determined pursuant to the procedure described in “Organization and procedures for deciding executive compensation” below.

 

For Board Directors whose main duties are as officers of subsidiaries and group companies, compensation is determined by respecting the compensation policy of each company, based on the “Cluster of No. 1 Strategy” for us to grow together through the bond of camaraderie, and such compensation is paid by subsidiaries and group companies.

Components of the executive compensation

Total compensation paid to Board Directors (excluding External Board Directors) comprises basic compensation, which is fixed compensation, and performance-based compensation, which changes depending on the performance. The performance-based compensation comprises cash bonuses as an incentive for short-term performance and stock compensation (non-monetary compensation) as an incentive to improve our corporate value over the mid-to-long term, and their proportion is determined individually.

 

The compensation for External Board Directors and Audit & Supervisory Board Members consists exclusively of fixed compensation because they are independent of business execution.

Details of fixed compensation

Basic compensation is set as an annual amount on an individual basis, and is paid in cash in monthly installments. The amount of compensation is decided on an individual basis taking into consideration whether the officer is full-time and part-time, as well as their positions and the duties they are in charge of.

Details of performance -based compensation.

Cash bonuses as an incentive for short-term performance are paid every fiscal year, as compensation for the execution of duties while executive officers are in office.

 

Stock compensation (non-monetary compensation) as an incentive to improve corporate value over the mid-to-long term, is provided in the form of stock options using stock acquisition rights, with an aim to encourage executives to make continuous management effort, while sharing mutual interest with shareholders through share price increase. The contents of stock acquisition rights include normal stock options (with exercise price calculated based on the market price at the time of allotment) and share-based stock options (with exercise price of ¥1). The exercisable period will be set within the range of 10 years from the day following their allotment date.

 

The amount of cash bonuses and the number of stock acquisition rights allotted as stock compensation are decided based on multiple performance indicators for adequately rewarding the results achieved through business activities. Specifically, it is decided on an individual basis, and shall take into consideration individual performance based on each officer’s ability and achievements, as well as company performance including consolidated results, the stock price and NAV (Net Asset Value).

 

[Key performance indicators as basis for performance-based compensation (for cash the fiscal year ended March 31, 2021)]

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Net salesIncome before income taxesNet income attributable to owners of the parentHighest stock price
¥5,628,167 million¥5,670,456 million¥4,987,962 million¥10,695

Organization and procedures for deciding executive compensation

Executive compensation is paid within the range of the aggregate amount of compensation approved by the resolution of the General Meeting of Shareholders, subject to confirmation that it is in line with the SBG compensation policy stated in “Overview of the executive compensation system” above and is found to be both rational and reasonable.

 

Regarding the range of the aggregate amount of compensation, the monetary compensation and the stock compensation paid to Board Directors were resolved at an amount not exceeding ¥5 billion per year, respectively, at the 38th Annual General Meeting of Shareholders held on June 20, 2018, and SBG was served by 12 Board Directors (including three External Directors) at the time of the resolution. The compensation paid to Audit & Supervisory Board Members was resolved at an amount not exceeding ¥160 million per year at the 41st Annual General Meeting of Shareholders held on June 23, 2021, and SBG was served by four Audit & Supervisory Board Members (including four External Audit & Supervisory Board Members) at the time of the resolution.

 

Compensation of Board Directors for the relevant fiscal year has been decided by Representative Director, Corporate Officer, Chairman & CEO (Masayoshi Son) who is the founder of SBG responsible for the business results of SBG as a whole, within the range of authority entrusted to him by the resolution of the Board of Directors following the Annual General Meeting of Shareholders for the previous fiscal year. Following the establishment on June 25, 2020 of the Nominating & Compensation Committee comprising Representative Director, Corporate Officer, Chairman & CEO, and Independent External Board Directors representing the majority of committee members, executive compensation thereafter shall be decided subject to consultation with this committee for ensuring further rationality and reasonableness. The Nominating & Compensation Committee shall have review of the proposed compensation from multiple viewpoints including the consistency with the SBG compensation policy and report back to the Board of Directors on its deliberation details.

 

To ensure independence, compensation of the Audit & Supervisory Board Members for the relevant fiscal year shall be decided by the consultation among the Audit & Supervisory Board Members, after the conclusion of the Annual General Meeting of Shareholders for the previous fiscal year.

Total compensation for Board Directors and Audit & Supervisory Board Members with subtotals for each type of compensation and numbers of recipients (FY2020)

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 Number of recipientsSubtotals for each type of compensation
(¥ million)
Total amount of compensation
(¥ million)
Fixed compensation
(Basic compensation)
Performance-based compensation
(Bonus)
Others
Board Directors
(excl. External Board Directors)
53734181792
External Board Directors4122--122
Audit & Supervisory Board Members (excl. External Audit & Supervisory Board Members)124--24
External Audit & Supervisory Board Members352--52

Total consolidated compensation paid to respective Directors (FY2020)

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 Amount of consolidated compensation
(¥ millions)
Company NameSubtotals for each type of compensation
(¥ million)
Basic compensationBonusShare-based payment
[of which undetermined amount]
Others
Masayoshi Son
(Board Director)
100SoftBank Group Corp.392--
SoftBank Corp.--59
[-]
-
Ronald D. Fisher (Board Director)917SB Investment Advisers (US) Inc.424425-68
Yoshimitsu Goto (Board Director)480SoftBank Group Corp.63416-1
Ken Miyauchi (Board Director)635SoftBank Corp.120228287
[-]
-
Simon Segars (Board Director)1,882Arm Limited1431,024700
[700]
15
Marcelo Claure (Board Director)1,795SB Group US Inc.807--987
Katsunori Sago (Board Director)250SoftBank Group Corp.2492-1
Rajeev Misra (Board Director)931SB Investment Advisers (UK) Limited807--124
[A2] [A3]
  • Masayoshi Son pledged to donate the whole of his compensation 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.

  • Company name and subtotals for each type of compensation are stated based on the compensation agreements between each Board Director and the Company.

  • Only Board Directors whose total consolidated compensation 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.

  • ¥228 million out of share-based payment to Ken Miyauchi from SoftBank Corp. will be granted on July 20, 2021, and will be recorded in the consolidated statement of income for the following fiscal year.

  • Marcelo Claure, Katsunori Sago and Rajeev Misra resigned from their positions on the Board of Directors of SBG on November 9, 2020. On the same day, Marcelo Claure was appointed as the Corporate Officer, Executive Vice President & COO, Katsunori Sago was appointed as the Corporate Officer, Executive Vice President & CSO and Rajeev Misra was appointed as the Corporate Officer, Executive Vice President. “Amount of consolidated compensation” and “Subtotals for each type of compensation” excluded amount of compensation as the Corporate Officers after resigning from their positions on the Board of Directors.
    Katsunori Sago resigned from the position of the Corporate Officer, Executive Vice President & CSO on March 31, 2021.

  • Other compensation to Marcelo Claure represents mainly expenses related to relocations of his activity base, that were paid from SB Group US Inc.

  • The content of this page is based on information contained in the Corporate Governance Report which was revised on October 25, 2021.