This section introduces our initiatives to strengthen corporate governance for the protection of minority shareholder interests, as well as the challenges we face in promoting DE&I and the specific measures we are taking to address them, from the perspective of an external director.
Maximizing corporate value by balancing effective governance
with agile management
Q. In the context of parent-subsidiary listings, what points do you focus on to protect minority shareholders and manage conflicts of interest?
Our relationship with our parent company, SoftBank Group Corp., brings strategic opportunities to the Company, such as our partnership with U.S.-based OpenAI. However, because both companies are listed, when conducting transactions with SoftBank Group Corp., we must ensure thorough governance that protects the interests of our minority shareholders, with a particular focus on conflicts of interest. When dealing with matters involving SoftBank Group Corp., we must negotiate contract terms from the perspective of SoftBank's growth and risks. Furthermore, especially with respect to matters concerning OpenAI, I believe it is necessary to not only consider conflicts of interest but also to carefully review the balance of risk and return in a field where business models have not yet been established, and make the best decisions to maximize our corporate value.
With respect to LY, while the Company is its parent, we must also be mindful that LY has responsibilities to its own minority shareholders. After I was appointed as an external director, there was an information security incident at LY, which caused concern not only among shareholders but also customers. Regarding this issue, I believe that as the parent company, we have a responsibility to ensure and strengthen the security of our Group companies. On the business side, I think it is important to continue working together on initiatives such as AI.
The Company had established a Special Committee, consisting solely of external directors, to deliberate important matters where conflicts of interest could be a concern, such as transactions with the parent company or mergers and acquisitions. In June 2024, because external directors came to comprise a majority of the Board of Directors, it was determined that this function could be sufficiently fulfilled by the Board of Directors in accordance with the Corporate Governance Code, and the Special Committee was abolished. However, because I believed a forum for independent external directors alone to consider the interests of minority shareholders was extremely important, I proposed maintaining such an independent venue. As a result of this proposal, the "Independent External Directors' Meeting" was newly established. This new meeting effectively takes over the role of the Special Committee, and it is a mechanism that further strengthens the governance functions of external directors.
August 2025
External Director, SoftBank Corp.
Partner Lawyer, Miura & Partners
Co-Founder and CEO, OnBoard K.K.
Naomi Koshi