SB Technology

Corporate Governance

Basic Approach to Corporate Governance

The SB 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 7 Board Directors, 7 Corporate Officers (including 5 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.

Figure of the Governance System

Figure of the Governance System

Matters related to Organizational structure/management

Organization form Company with Audit & Supervisory Board

■Board of Directors

Fixed Number of Board of Directors Up to 9
Terms of Board of Directors 1 year
Chairman of the Board of Directors President
Number of Board of Directors 8
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 SB 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.
He can also use his extensive knowledge to provide useful advice on business operations and the newly adopted department system. Mr. Shigeo Suzuki executed duties at SOFTBANK BB Corp. (now SB C&S Corp.), which is a sister company of SB Technology, until 2005 but since a reasonable period has passed since he retired from his former company and he has conducted activities independently in the meantime, we believe he is not in a position to be influenced by his former company. We also judged that there is no risk of a conflict of interest arising between him and general shareholders as he has no affiliation with SB Technology which would cast doubt on his independence and we, therefore, designated him as an Independent Officer.
Yoshie Munakata 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 SB Technology. In addition, he can provide extensive experience regarding the semiconductors incorporated in IoT devices and knowledge and advice on SB Technology's evolution into a service provider. This advice will be beneficial for reinforcing the oversight and execution of business activities. We also judged that there is no risk of a conflict of interest arising between him and general shareholders as he has no affiliation with SB Technology which would cast doubt on his independence and we, therefore, designated him as an Independent Officer.
Mitsumasa Ueno Audit & Supervisory Board member We elected him as an External Audit & Supervisory Board member to reflect his specialized knowledge of finance and accounting and his vast experience gained as a certified public accountant in our corporate audit from an independent standpoint. In addition, he meets the requirements for independence stipulated by the Tokyo Stock Exchange and judging that there is no risk of a conflict of interest arising between him and general shareholders, we designated him as an Independent Officer.
Haruhiko Hirose Audit & Supervisory Board member We elected him as an External Audit & Supervisory Board member to reflect his specialized knowledge of finance and accounting and his vast experience gained as a certified public accountant in our corporate audit from an independent standpoint. In addition, he meets the requirements for independence stipulated by the Tokyo Stock Exchange and judging that there is no risk of a conflict of interest arising between him and general shareholders, we designated him as an Independent Officer.
Michiaki Nakano Audit & Supervisory Board member We elected him as an External Audit & Supervisory Board member to reflect his specialized knowledge of corporate legal affairs and his vast experience gained as a lawyer in our corporate audit from an independent standpoint. In addition, he meets the requirements for independence stipulated by the Tokyo Stock Exchange and judging that there is no risk of a conflict of interest arising between him and general shareholders, we designated 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 579 million 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(million yen) Purpose of share repurchase
Scigineer Inc. 27,156 24 Maintain and strengthen of business relationship

Related Link


Articles of Incorporation