As part of the strengthening of corporate governance system, SoftBank is working to promote active information disclosure and enhance communication in its IR activities.
Basic policy on disclosure
Our basic policy in IR (investor relations) is to provide our shareholders and investors with information on our management policies, business strategies, and information about our earnings and financing in a clear, fair, and accurate manner. We are strongly committed to ensuring timely and accurate information disclosure and conducting proactive IR activities.
We strive to disclose our corporate information in a timely and proper manner according to legal disclosure requirements based on the Financial Instruments and Exchange Law and other laws and according to timely disclosure requirements based on the Securities Listing Regulations of the Tokyo Stock Exchange. We also fairly and promptly disclose significant information that may be considered as influential to investment judgment even in cases where the information is out of the scope of the legal and timely disclosure requirements.
Methods of information disclosure
We disclose information required by the timely disclosure regulations through TDnet (Timely Disclosure network) provided by the Tokyo Stock Exchange and we also release information to the press immediately. Information that is disclosed on TDnet or by other means is also promptly posted on our website.
We have established dedicated Public Relations and Investor Relations departments for handling information disclosure. The system for information disclosure is as follows:
All departments of the Company and each Group company are required to report to and consult with the Public Relations and Investor Relations departments of the Company immediately regarding important matters potentially requiring timely disclosure either (1) before a decision-making body meets to deliberate and decide on execution of duties regarding such a matter, or (2) upon occurrence of such a matter. The Public Relations and Investor Relations departments of the Company judge whether the matter raised requires timely disclosure. If so, the departments promptly disclose the matter after obtaining approval from the director in charge immediately after a matter as in (1) is resolved by the decision-making body or after a matter as in (2) has occurred.
Matters subject to timely disclosure requirements relating to earnings results are compiled into a disclosure document by the Accounting Department and relevant departments based on information collected from the Group companies. The general manager of the Accounting Department is responsible for preparation of the disclosure document related to earnings results. The document is disclosed after obtaining approval from the director in charge.
In addition, when matters occur that may need to be widely disclosed to society via media organizations and other bodies, regardless of requirements for timely disclosure, the director in charge, the Public Relations and Investor Relations departments, and relevant departments if necessary, discuss whether the matter needs to be disclosed or not, and the director in charge decides whether or not to disclose it.
Important matters subject to timely disclosure
Matters subject to timely disclosure requirements relating to earnings results
The following IR materials are posted on the Company's Website. Items (a) through (g) are available in both Japanese and English.
We observe a quiet period of three weeks prior to an earnings results announcement date to prevent divulging earnings information and to ensure equality. Please note that during this quiet period, we cannot comment on or answer any inquiries about earnings results. If any event that arises during a quiet period is subject to timely disclosure, however, we will promptly disclose the information as appropriate.
We have been making continuous effort to enhance communication with shareholders and investors, through briefings held as appropriate and responding to inquiries daily.
General Meeting of Shareholders
Scheduling General Meeting of Shareholders on off-peak days
To allow a greater number of the shareholders to attend, the Annual General Meeting of Shareholders is scheduled on off-peak days when meetings of many other companies are not concentrated.
Measures to allow the exercising of voting rights by electromagnetic means
A system for executing voting rights through the Internet has been in place since 2002 (the 22nd Annual General Meeting of Shareholders).
Participation in electronic voting platform for institutional and foreign investors and other measures to enhance environment for institutional investors to execute their voting rights
The Company has participated in the Electronic Voting Platform for institutional and foreign investors since the start of the service in 2006 (the 26th Annual General Meeting of Shareholders).
Availability of notice of general meeting of shareholders (or summary) in English
The Company prepares an English translation of the full text of its Notice of Annual General Meeting of Shareholders. The notice is available on the Websites of the Company and the Tokyo Stock Exchange from the day on which they are sent out by post.
Initiatives to promote understanding
At the Annual General Meeting of Shareholders, the Company uses video footage to report on its operations to help shareholders to better understand the results of operations and the status of its businesses. Moreover, the chairman and CEO, who chairs the meeting, explains the Group's corporate philosophy and vision, as well as its medium- and long-term business strategy in addition to reporting on legally mandated items.
Moreover, in 2012 (the year of the 32nd Annual General Meeting of Shareholders), the Company renewed its Notice of the General Meeting of Shareholders. The new notice is combined with the “Report to shareholders (spring/summer issue)” that used to be sent out after the meeting in previous years, in order to provide shareholders with a greater volume of information to use in exercising their voting rights. Other improvements to the notice in 2012 included charts and color photographs, and use of a larger font size to facilitate easy reading.
Disclosure of voting results
The voting results for proposals at the General Meeting of Shareholders are posted in an Extraordinary Report on EDINET, as well as being posted in both Japanese and English on the Company's Website.
Dissemination via the Internet
The Annual General Meeting of Shareholders is streamed in real time on the Company's Website and on Ustream. After the meeting, the Company publishes a video of the meeting on its Website.
Regular briefings for analysts and institutional investors
Earnings results briefings
On the days when quarterly earnings results are announced, the Company holds earnings results briefings for analysts, institutional investors, and the media. The chairman and CEO delivers an overview of the earnings results and explains the Company's business strategy.
To help investors to better understand the Group's businesses, the Company holds business briefings at its discretion.
Regular briefings for individual investors
The Company is vigorously working on IR activities targeting individual investors. Investor Relations Department staffs hold briefing sessions at branches of securities companies and other venues in Japan. In the fiscal year ended March 31, 2013, 19 sessions were held in total.
Regular briefings for foreign investors
Overseas IR activities
The Company's representatives visit institutional investors in Europe, the U.S.A., and Asia to explain its business and financial strategies. They also participate in conferences held by securities companies overseas to give presentations about the Company's business strategies.
Earnings results conference calls
On the days when quarterly earnings results are announced, the Company conducts a conference call for institutional investors overseas. The chairman and CEO delivers an overview of the earnings results and explains the Company's business strategy.
The Company's Website provides streaming of earnings results briefings dubbed in English in real time. Videos of the earnings results briefings are made available to the public after the briefings are finished.
Earnings results briefings are streamed live through Ustream as well as on the Company's Website, and the content of presentation is posted on Twitter sequentially.