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 9 Board Directors, 10 Corporate Officers (including 3 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. Our Board of Directors is composed of a majority of highly independent outside directors to achieve sound, transparent and objective management. Three of the Audit & Supervisory Board members are outside Audit & Supervisory Board members, each of whom monitors management from an independent perspective.
As an important role of our Corporate Governance System, Corporate Officer meeting is established. 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.
Moreover, to ensure the transparency and fairness of its decision making, the Company has established a Nomination and Compensation Advisory Council that is chaired by an independent Outside Director and a majority of whose members are independent Outside Directors. the Nomination and Compensation Advisory Council also deliberates on the Directors’ remuneration system, remuneration levels and the appointment and dismissal of Directors.
The status of accounting audits is as follows:
a. Name of auditing corporation
Deloitte Touche Tohmatsu LLC
b. Continuous audit period
Since 1997
c. Certified public accountants leading the independent financial audit
Mr. Hiroyuki Kobayashi and Mr. Koji Ishikawa
d. Audit assistance
The company has nine certified public accountants, four accountants who have passed certification exams,etc., and seventeen other employees to assist in the audit process.
e. Policies and reasons for selection of audit firms
We confirmed the audit quality and independence of Deloitte Touche Tohmatsu based on the results of the evaluation by the Audit & Supervisory Board as described in f. below, and decided to reappoint Deloitte Touche Tohmatsu LLC. In the event that the Board of Corporate Auditors determines it necessary for reasons related to the performance of duties by the accounting auditor being hindered, etc., the Board of Corporate Auditors shall decide on the content of proposals regarding the dismissal or non-reappointment of accounting auditors to be submitted to the general meeting of shareholders. In addition, the accounting auditor shall be dismissed with the consent of all the auditors in the event that the accounting auditor is deemed to fall under any of the items set forth in each item of Paragraph 1 of Article 340 of the Companies Act. In this case, the auditor appointed by the board of auditors shall report to the effect that the accounting auditor has been dismissed and provide the reason for such dismissal at the first general meeting of shareholders convened after the dismissal.
f. Evaluation of audit firms by Audit & Supervisory Board Members and the Audit & Supervisory Board
The Audit & Supervisory Board of the Company has established criteria for appropriately selecting and evaluating an accounting auditor. Based on this criteria, the Board obtains necessary materials from Directors and relevant departments of the Company and receives reports. The Board also obtains the necessary materials from the accounting auditor, receives reports and evaluates the accounting auditor upon a comprehensive review of the quality management, audit structure, independence, expertise, etc. of the accounting auditor that are necessary for conducting appropriate accounting audits.
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 | 9 |
|---|---|
| Terms of Board of Directors | 1 year |
| Chairman of the Board of Directors | President |
| Number of Board of Directors | 9 |
| Election status of External Board of Director | Elected |
| Number of External Audit & Supervisory Board Member | 5 |
| Number of elected independent executive in External Audit & Supervisory Board Member | 5 |
■Audit & Supervisory Board members
| Audit & Supervisory Board setting or not | Setting |
|---|---|
| Fixed Number of Audit & Supervisory Board members | 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 | Mr. Shigeo Suzuki has a wealth of experience in corporate management, as well as extensive knowledge and insight. He oversees the Company’s management, supervises the management team and chairs meetings of Nomination and Compensation Advisory Council where the nomination, remuneration, etc. of Directors are discussed, taking into consideration the assessment of corporate performance, etc. from an independent and objective position. The Company has elected Mr. Suzuki as External Member of the Board in order to strengthen the oversight of operations through his advice based on his extensive experience with the IT industry, as well as knowledge of and insights into the industry, and to receive useful advice on business operations of the Company based on his wealth of knowledge. Until 2005, Mr. Suzuki had executed business at SoftBank BB Corp. (present SB C&S Corp.), a fellow subsidiary of the Company. The Company considers that he is not in a position to be affected by the intentions of said company because a considerable period of time has passed since he retired from said company and because he has engaged in independent activities since his retirement. As there are no other attributes, etc. that raise questions concerning his independence, the Company has appointed him as an Independent Officer based on the judgment that there is no risk of a conflict of interest with general shareholders. |
| Yoshie Munakata | External Member of the Board | Mr. Yoshie Munakata has a wealth of experience in corporate management, as well as extensive knowledge and insight. He oversees the Company’s management, supervises the management team and participates in meetings of Nomination and Compensation Advisory Council where the nomination, remuneration, etc. of Directors are discussed, taking into consideration the assessment of corporate performance from an independent and objective position. The Company has elected Mr. Munakata as Outside Director because he is considered qualified to provide informed recommendations about strengthening the oversight of operations and business operations based on his extensive knowledge and insight regarding semiconductor devices and business and marketing strategies that are needed for the Company to evolve as a service provider. There are no attributes, etc. that raise questions concerning his independence, and the Company has appointed him as an Independent Officer based on the judgment that there is no risk of a conflict of interest with general shareholders. |
| Yukari Tominaga | External Member of the Board | Ms. Yukari Tominaga has a background as an engineer, a wealth of experience in corporate management, and extensive insight based on her valuable asset. Ms. Tominaga supervises the management team in areas such as the realization of diversity, including the promotion of women’s career advancement, and sustainability initiatives, leveraging her experience as Chief Diversity Officer in her previous position. She also participates in meetings of the Nomination and Compensation Advisory Council where the nomination, remuneration, etc. of Directors are discussed, taking into consideration the assessment of corporate performance from an independent and objective position. The Company has elected Ms. Tominaga as Outside Director because she is considered qualified to provide informed recommendations about strengthening the oversight of operations and business operations. There are no attributes, etc. that raise questions concerning her independence, and the Company has appointed her as an Independent Officer based on the judgment that there is no risk of a conflict of interest with general shareholders. |
| Yuka Miyagawa | External Member of the Board | Ms. Yuka Miyagawa has experience in sales and marketing positions in the IT industry, a wealth of experience in corporate management, and extensive insight based on her valuable asset. She is also active in conducting seminars on the need to embrace diversity in the workplace. The Company would like to elect Ms. Miyagawa as an External Member of the Board in order to strengthen the oversight of operations, receive useful advice on business operations as well as oversee the Company’s management, for example, enabling sustainability and realizing diversity, including the promotion of women’s career advancement. There are no attributes, etc. that raise questions concerning her independence, and the Company has appointed her as an Independent Officer based on the judgment that there is no risk of a conflict of interest with general shareholders. |
| Madoka Sawa | External Member of the Board | Mr. Madoka Sawa started his career as an engineer and then moving to a global IT company, where he gained experience in overall management. He has extensive insight and has recently been working as a corporate advisor with a wide range of knowledge of security advisory, engineering management, and human resource development. The Company would like to elect Mr. Sawa as an External Member of the Board to strengthen the oversight of operations, receive useful advice on business operations as well as oversee the Company’s management based on the latest trends in the global IT field and his extensive knowledge, insight, and forecasts in localizing them in Japan. There are no attributes, etc. that raise questions concerning his independence, and the Company has appointed him as an Independent Officer based on the judgment that there is no risk of a conflict of interest with general shareholders. |
| 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. (Mr. Haruhiko Hirose is not currently registered with the Japanese Institute of Certified Public Accountants.) 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
Basic policy
The basic policy is to establish a remuneration system that serves as an incentive for achieving the Company’s sustainable growth as well as enhancing its corporate value over the medium to long term. Specifically, the remuneration of executive Members of the Board shall comprise basic remuneration as fixed remuneration, bonuses for officers as short-term performance-based remuneration, and stock remuneration as medium-term performance-based remuneration. Meanwhile, the remuneration of External Members of the Board, who serve monitoring and supervisory functions over management from an independent standpoint, shall comprise basic remuneration only, in light of their assumed roles. For Members of the Board whose main duties are to serve as officers of subsidiaries and group companies, remuneration shall be paid by subsidiaries and group companies and determined in accordance with the remuneration policy of each company.
For details, please refer to the business report of "Convocation Notice of the General Meeting of Shareholders".
https://www.softbanktech.co.jp/en/ir/event/shareholders/
Total amounts of remuneration for Members of the Board and Audit & Supervisory Board Members FY 2022
This table can be scrolled horizontally.
| Title | Total amount of remuneration (Millions of yen) |
Subtotals for each type of remuneration (Millions of yen) |
Number of recipients (persons) |
|||
|---|---|---|---|---|---|---|
| Basic remuneration | Performance-based remuneration | |||||
| Fixed remuneration | Other | Bonuses for offices | Non-monetary remuneration | |||
| Stock remuneration | ||||||
| Members of the Board [of which External Members of the Board] |
205 （34） |
114 （34） |
7 （ー） |
64 （ー） |
1８ （２） |
８ （5） |
| Audit & Supervisory Board Members [of which External Audit & Supervisory Board Members] |
18 （18） |
18 （18） |
0 （0） |
ー （ー） |
ー （ー） |
３ （３） |
- Note:
- 1. The above numbers of recipients do not include one unpaid Member of the Board and one unpaid Audit & Supervisory Board Member.
- 2. The amounts of remuneration for Members of the Board do not include employee salaries of Members of the Board who concurrently serve as employees.
- 3. In the table above, “Other” under “Basic remuneration” includes amounts granted as remuneration in an amount equivalent to what the Company incurs in providing company housing to officers.
- 4. Bonuses for officers are paid to Members of the Board as performance-based remuneration.
- 5. Stock remuneration is granted as performance-based and non-monetary remuneration. The figure presented in “Stock remuneration” represents the recorded amount of expenses incurred in the fiscal year under review for remuneration for granting stock acquisition rights granted as stock options and restricted stock, for which expenses are recorded over multiple years.
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.
・9 companies 517 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
Not applicable.
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