Corporate Governance

Basic Approach to Corporate Governance

The SoftBank Technology Group is guided by a corporate philosophy of “Information Revolution –Happiness for everyone: Harnessing the Power of Technology to Build a Brighter Future” and provide ICT services. We are dedicated to properly working with shareholders and all other stakeholders in order to contribute to achieving a more fulfilling and beneficial information society. Our goal is to use these activities for sustained growth and medium to long-term improvement in corporate value. Accomplishing this goal requires the proper establishment of a framework that makes it possible to reach decisions with transparency,fairness, speed and resolution. We seek to strengthen our corporate governance continuously.

Governance System

We established the Board of Directors and Audit & Supervisory Board based on Corporate Law, with adopt Corporate Officer system.
Current our management system is consist of 6 Board Directors, 9 Corporate Officers (including 4 Corporate Officers hold the post of Board Directors) 4 Audit & Supervisory Board members. We shall decide that Board Directors are assigned within 9 people and its one year term in the Articles of Incorporation. Also, 2 members of the Board are external and 3 members of Audit & Supervisory Board Members are external,and monitor the management from an independent viewpoint.
As an important role of our Corporate Governance System, Business task meeting and Corporate Officer meeting are established. Business task meeting consists of Board Directors except the President &CEO, some tasks in compliance and governance of legal compliance and long-term corporate ethics are reviewed in.

Corporate Officer Meeting is held every week and the tasks and business strategies in our business is reviewed by Corporate Officers.
Also, the consolidated subsidiaries, our corporate officer holds the post of its Directors and Audit & Supervisory Board Members and review about the business tasks.
In addition, remuneration organization meeting consists of external voters that review remuneration for Directors and its standard.

Matters related to Organizational structure/management

Organization form Company with Audit & Supervisory Board
Board of Directors
Fixed Number of Board of Directors 9
Terms of Board of Directors 1 year
Chairman of the Board of Directors President
Number of Board of Directors 6
Election status of External Board of Director Elected
Audit & Supervisory Board members
Audit & Supervisory Board setting or not Setting
Fixed Number of Audit & Supervisory Board members Up to 4
Number of Audit & Supervisory board Members 4
Election status of External Audit & Supervisory Board Member Elected
Number of External Audit & Supervisory Board Member 3
Number of elected independent executive in External Audit & Supervisory Board Member 3
Independent Officers
Name Title Reason for election of Independent executive
Shigeo Suzuki External Member of the Board We elected him as an External Member of the Board to utilize his extensive experience and knowledge of corporate management to oversee the management of SoftBank Technology. In addition, he can provide advice based on his considerable information technology industry experience and knowledge. This advice will be beneficial for reinforcing the oversight and execution of business activities.
We judged that there’s no conflict of interest between our group company and Mr. Suzuki who has been executing his duties at SoftBank Group until 2005, because a reasonable period has passed since his retirement from our group company and operate his duties independently thereafter. We also judged that there’s no conflict of interest between general shareholders and him, so that we elected him as an Independent officer.
Yoshie Munakata External Member of the Board We elected him as an independent officer to utilize his extensive experience and knowledge of corporate management to oversee the management of SoftBank Technology. In addition, he can provide advice based on his considerable information technology industry experience and knowledge. This advice will be beneficial for reinforcing the oversight and execution of business activities. We also judged that there’s no conflict of interest between general shareholders and him, so that we elected him as an Independent officer.
Mitsumasa Ueno Audit & Supervisory Board member He has a great experience in finance and accounting as well as specialized knowledge as a certified public accountant. We elected him as an Audit & Supervisory Board member to reflect his great experience in our corporate audit. There’s not the interest and corresponds to none of the applicable situation to an independency standard and additional disclosure requirements between us and him.
We judged that there’s no conflict of interest between general shareholders and him, so that we elected him as an Independent officer.
Haruhiko Hirose Audit & Supervisory Board member He has a great experience in finance and accounting as well as specialized knowledge as a certified public accountant. We elected him as an Audit & Supervisory Board member to reflect his great experience in our corporate audit. There’s not the interest and corresponds to none of the applicable situation to an independency standard and additional disclosure requirements between us and him.
We judged that there’s no conflict of interest between general shareholders and him, so that we elected him as an Independent officer.
Michiaki Nakano Audit & Supervisory Board member He has a great experience in corporate legal affairs and other matters as a lawyer. We elected him as an Audit & Supervisory Board member to reflect his great experience in our corporate audit. There’s not the interest and corresponds to none of the applicable situation to an independency standard and additional disclosure requirements between us and him.
We judged that there’s no conflict of interest between general shareholders and him, so that we elected him as an Independent officer.

Remuneration Paid to Directors

Remuneration for Board Directors shall be decided appropriately by ‘Regulation of Board Director’s Remuneration’ based on the performance contribution degree of each Director through consultation with Remuneration Council. Also, Remuneration for Audit & Supervisory Board Member shall be decided by the discussion of Audit & Supervisory Board.

Risk Management ( Business Continuity Plan)

The service of our group provides to a customer with IT infrastructure mainly in Tokyo District. If the base supporting IT infrastructure stop, it becomes difficult. We have and prepare ensure uninterruptible data center, redundant communication line, a telecommuting possible equipment to define a business continuity plan, it is possible to deal with emergencies that were previously assumed. We set priority based on the importance of the service and adopt a contract form to shorten some services, and to offer for measuring it.

Shareholdings

The number of different stocks held for purposes other than net investment and total amounts recorded on the balance sheet.

12 companies 620,750 thousand yen

Shareholdings, the number of stocks, amounts recorded on the balance sheet and purpose of ownership of stocks held for purposes other than portfolio investment.

Specific investment shares

Company name Number of shares Amount of adding up of Balance Sheet(Thousand yen) Purpose of share repurchase
Scigineer Inc. 27,156 65,283 Development of Business relationship and maintain

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