Corporate Management

The Company's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Six of the 11 directors are external directors to ensure robust mutual monitoring between the directors. The nominating committee and the remuneration committee comprise the CEO and four independent external directors (elected by a resolution of the board of directors) to ensure independence of the committees. The ESG promotion committee is headed by the representative director, president & CEO, who is the chief ESG promotion officer. Two of the four Audit & Supervisory Board Members are external members to ensure independent auditing functions, thereby strengthening the monitoring of management.

Board of Directors

Skill Matrix

The Board of Directors of the Company is a decision-making body for important matters and a supervisory body for business execution, leading management in order to realize long-term increase of corporate value. The Board continues to take on the challenge of realizing our corporate philosophy of “Information Revolution - Happiness for everyone,” and maximizes our corporate value through the “Beyond Carrier” growth strategy by making decisions after proper investigation and adequate review, and supervises the status of business operations by each Board Director by grasping issues and risks associated with the execution of strategies from multiple perspectives. The Audit & Supervisory Board is an organization independent of the Board of Directors, which establishes audit policies and plans and priority audit items for each fiscal year, and confirms the appropriateness of the status of Board Directors' execution of their duties according to these policies and plans. Based on the above, the Company appoints the Board Directors and Audit & Supervisory Board Members with high level of expertise, experience, and insight in terms of management, finance, legal/risk, digital/technology, sales/marketing, global and sustainability perspective, with a balance of knowledge, experience, and abilities and a diversity of composition in mind.

Primary Skills: ◎ 
Supplementary Skills: 〇
(As of June 20, 2024)
Skill Matrix Skill Matrix
[Note]
  • *
    This table does not show all of the skills possessed by each Board Director/Audit & Supervisory Board Member.

Definition and description of each skill

Item Sub-item Description
Management
  • Corporate Management
 Based on the Group's shared corporate philosophy of “Information Revolution - Happiness for everyone,” extensive and deep knowledge and experience in corporate management are required to formulate and implement management strategies and plans over the medium and long term, and to supervise the effectiveness of such strategies and plans.
Finance
  • Finance
  • Accounting
  • Banking
  • Investment
 Extensive and deep knowledge and experience in finance, accounting, banking, investment, etc. are required to achieve the financial targets set forth in the Group's medium-term management plan, to formulate and implement strategies for achieving both growth and high shareholder returns, and to supervise these strategies appropriately.
Legal / Risk
  • Legal
  • Risk
  • Labor - Management
  • Compliance
 Extensive and deep knowledge and experience in legal affairs, risk management, labor-management, compliance, etc. are required to implement and supervise appropriate risk management, including compliance with domestic and foreign laws and regulations related to the management and business of the Group.
Digital / Technology
  • Information & Communications technology
  • High-tech
 Extensive and deep knowledge and experience in advanced technologies in the information technology field in addition to the information and communications technology as a core business are required to realize the Group's vision of becoming “the corporate group needed most by people around the world,” and a corporation that provides next-generation social infrastructure essential for the development of a digital society, as well as to promote the growth strategy “Beyond Carrier” and aim to maximize corporate value.
Sales / Marketing
  • Business Strategy
  • Marketing
  • Sales
 Extensive and deep knowledge and experience in business strategy, marketing and sales are required to plan and accurately implement the Group's various businesses both in Japan and overseas, and to improve profit.
Global
  • Global Business
 Extensive and deep knowledge and experience in overseas business management and the business environment are required to plan and accurately implement the Group's global business.
Sustainability
  • Sustainability
  • ESG
 Extensive and deep knowledge and experience in sustainability management that supports corporate sustainability, including environment (including climate change), society, and governance, are required to contribute to the creation of a sustainable society and to formulate, integrate, and promote strategies for the Group to continue to grow sustainably, as well as to supervise these strategies appropriately.

Reasons for appointment and attendance

Name
(Title / position)		 Reasons for appointment Attendance at Board of Directors meeting in FY2023*1
Board Directors
Yasuyuki Imai
(Director & Chairman)		 Since taking office as the Company's Corporate Officer in October 2007, Mr. Yasuyuki Imai has served in prominent positions at the Company, primarily head of the enterprise business unit. Since becoming the Company's Representative Director & COO in April 2017, he has contributed to the Company's growth. In addition, he has supervised the entire Group as the Company's Director & Chairman since April 2024. He is elected as a Board Director to lead the further growth of the Group. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Junichi Miyakawa
(President & CEO)		 Based on his profound knowledge of cutting-edge technologies, Junichi Miyakawa has contributed to the growth of the Company primarily as the head of the technology unit since taking office as the Company's Director & Executive Vice President (CTO) in April 2006. Before joining the Group, he established and managed his own telecommunications company, and more recently, has served as President of multiple Group companies, accumulating a proven track record in management. From April 2021, he assumed a leadership role as President & CEO of the Company, directing management and business operations with the aim of further growing the Company's core telecommunications business while expanding into areas outside of telecommunications. He is elected as a Board Director to lead the further growth of the Group. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Jun Shimba
(Representative Director & COO)		 Since taking office as the Company's Managing Executive Officer in April 2006, Jun Shimba has served in prominent positions at the Company, primarily head of the consumer business unit, and contributed to the Company's growth. In addition, he became the Company's Representative Director & COO in April 2017. He is elected as a Board Director to lead the further growth of the Group. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Kazuhiko Fujihara
(Board Director, Executive Vice President & CFO)		 Since taking office as the Company's Managing Executive Officer (CFO) in April 2006, Kazuhiko Fujihara has consistently played a key role in the overall management of the Company as the person responsible for the financial area, mainly management planning, finance, accounting, and purchasing, and contributed to the Company's growth. He is elected as a Board Director to lead the further growth of the Group. (Certified public accountant in the State of Illinois) Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Masayoshi Son
(Board Director, Founder)		 Masayoshi Son has extensive knowledge and experience in corporate management, business strategy, M&A and other matters as the founder of SoftBank Group Corp. He is elected as a Board Director to benefit from his guidance in the Company's decision-making process for the further growth of the Group. Attended 8 out of 13 Board of Directors meetings
(attendance rate of 61.5%)
Atsushi Horiba
(External Director)		 Having served as Representative Director of HORIBA, Ltd. for approximately 32 years from 1992 to date, Atsushi Horiba has been leading the growth of HORIBA group and therefore has a wealth of management experience. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as an External Director so he can contribute to the Group's further growth and enhancement of corporate governance.
He has been serving as the lead Independent External Director since June 20, 2023.		 Attended 12 out of 13 Board of Directors meetings
(attendance rate of 92.3%)
Takehiro Kamigama
(External Director)		 Having served as Representative Director of TDK Corporation for 12 years from 2006, Takehiro Kamigama has a wealth of management experience to demonstrate leadership in enhancing profitability of TDK's business and expanding business fields. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as an External Director so he can contribute to the Group's further growth and enhancement of corporate governance. Attended 12 out of 13 Board of Directors meetings
(attendance rate of 92.3%)
Kazuaki Oki
(External Director)		 Kazuaki Oki has extensive knowledge and experience as a certified public accountant. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as an External Director so he can contribute to the Group's further growth and enhancement of corporate governance. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Naomi Koshi
(External Director)		 In addition to her extensive knowledge and experience as a lawyer in Japan and overseas, Naomi Koshi engages in a broad range of activities including municipal government initiatives and support measures for the promotion of women's career advancement. The Company expects her to supervise the Company's management based on her knowledge and experience, and give advice on the overall management of the Company and risk management. She is elected as an External Director so she can contribute to the Group's further growth and enhancement of corporate governance. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Maki Sakamoto
(External Director)		 Ms. Maki Sakamoto specializes in informatics as a professor at the University of Electro-Communications and has extensive knowledge and experience in AI and other technologies. The Company expects her to supervise the Company's management with her knowledge and experience, and give guidance on the Company's overall management. The Board would like to elect Ms. Sakamoto as an External Director so she can contribute to the Group's further growth and enhancement of corporate governance. -*2
Hiroko Sasaki
(External Director)		 Ms. Hiroko Sasaki founded her own companies with a vision to transform companies and has extensive management experience, including assisting hundreds of companies with organizational transformation, management human resource development, and resolving issues facing people trying to maintain a career while burdened with nursing care. She has also served as a member of expert committees on the promotion of diversity at several large companies, and has been promoting corporate transformation. The Company expects her to supervise the Company's management with her knowledge and experience, and give guidance on the Company's overall management. The Board would like to elect Ms. Sasaki as an External Director so she can contribute to the Group's further growth and enhancement of corporate governance. -*3
Audit & Supervisory Board Members
Shuji Kojima
(Full-time Audit & Supervisory Board Member (External))		 Shuji Kojima has extensive knowledge and experience in human resources, compliance, and risk management at financial institutions, and has considerable insight into finance and accounting. He is elected as an External Audit & Supervisory Board Member to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits. Attended 11 out of 11 Board of Directors meetings
(attendance rate of 100%)*4
Eiji Shimagami
(Full-time Audit & Supervisory Board Member)		 Eiji Shimagami served as Vice President, CCO, Human Resources & General Affairs Unit, General Affairs Division Head of the Company until March 2017, and is well versed in governance, compliance and risk management. In addition, he served in positions such as President of a group company and has extensive knowledge and experience in corporate management. He is elected as an Audit & Supervisory Board Member to have him conduct audits from a professional and multifaceted standpoint drawing on his knowledge and experience. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Kazuko Kimiwada
(Audit & Supervisory Board Member)		 Kazuko Kimiwada has extensive knowledge and experience as a certified public accountant, and serves as Executive Corporate Officer, Head of Accounting Unit at SoftBank Group Corp. She is elected as an Audit & Supervisory Board Member so she can conduct audits from a professional standpoint drawing on her knowledge and experience. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
Yoko Kudo
(Audit & Supervisory Board Member (External))		 Yoko Kudo has extensive knowledge and experience in finance and accounting as a certified public accountant in the State of California. She is elected as an External Audit & Supervisory Board Member to leverage her knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits. Attended 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
[Notes]
  • *1
    The number of Board of Directors meetings by written resolution is excluded.
  • *2
    Ms. Maki Sakamoto was appointed as an External Director of the Company on June 20, 2024.
  • *3
    Ms. Hiroko Sasaki was appointed as an External Director of the Company on June 20, 2024.
  • *4
    Mr. Shuji Kojima was appointed as an external Audit & Supervisory Board Member of the Company on June 20, 2023.

Independent Directors/Auditors Notification (updated on May 29, 2024) (PDF: 128KB / 2pages)

CEO Succession Plan

With regard to election and dismissal of Board Directors including the CEO, the Company fully respects the proposals deliberated in advance by the Nominating Committee, makes resolutions at the Board of Directors meetings, and consult the resolutions at the General Meeting of Shareholders. Board Director candidates are selected based on their qualities and abilities to contribute to the enhancement of corporate value and their deep knowledge in their respective fields of expertise. In addition, consideration is taken into account regarding the balance of skills and other factors of the Board of Directors as a whole.
Candidates to succeed the CEO are appointed as directors and executive officers, whereby future successors are developed and their suitability are overseen.
For CEO succession, after discussing the qualifications and abilities required of the next CEO, such as the ability to form a vision and knowledge of technology and finance, the nominating committee defines candidate requirements based on the strategy and selects several internal candidates. While allowing candidates to gain specific experience through actual company management and business operations, the nominating committee regularly monitors and, if necessary, reviews the requirements, processes and candidates, also taking into consideration internal 360-degree evaluations and various internal and external communications. Through this protocol, it is ensured that the most appropriate successor can be nominated for the business environment at that time.

Remuneration

The Company shall determine the remuneration of the Company's directors and audit & supervisory board members by verifying whether the amount is at a level that is highly competitive with the remuneration of the executives at the Japanese and overseas companies with largely comparable scale of business, based on the survey of domestic executive remuneration carried out by a third party organization.

The remuneration of directors shall be intended as incentive for achieving sustainable growth as well as enhancement of corporate value over the medium to long term, along with the creation of constant earnings growth, stable cash flows and sound relationship with stakeholders, while ensuring to restrain excessive risk-taking but to enhance motivation of directors to contribute to improving corporate performance not only over the short term, but also medium to long term.

The basic remuneration shall be determined by position on an annual basis, specifically at ¥84 million for the director & chairman, ¥120 million for the representative director, president & CEO, ¥84 million for the representative director, and ¥72 million for the board director & executive vice president, which shall be paid in cash in monthly installments. The performance-based remuneration shall consist of short-term performance-based remuneration and medium-term performance-based remuneration, which shall be paid wholly in the form of restricted stock. The amount of the medium-term performance-based remuneration shall be determined based on the Company's performance over a three-year term, and the determined remuneration shall be paid to the grantee directors after the finalization of performance for the three-year evaluation period. Under the basic policy of the Company, the composition ratio between the basic remuneration and the short-term performance-based remuneration shall, in principle, be 1:1.9-3.2, while the short-term performance-based remuneration shall fluctuate in a range of 0 to 2.5 times the base amount by position. The composition ratio between the basic remuneration and the medium-term performance-based remuneration shall, in principle, be 1:1.4-2.1, while the medium-term performance-based remuneration shall fluctuate in a range of 0 to 3.0 times the base amount by position. If any material revision or amendment occurs to the figures in the financial statements that are used as the basis for calculating performance-based remuneration, the Company may take measures such as acquiring the allotted shares without compensation, taking the job responsibility of the relevant grantee director into account.

As for external directors, who are independent from business execution, audit & supervisory board members and external audit & supervisory board members, who audit the execution of duties by directors, the policy is to pay them only basic remuneration.

[Note]
  • *
    As of June 20, 2024

Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration
and numbers of recipients (FY2023)

Title Total amount of remuneration (¥ million) Subtotals for each type of remuneration (¥ million) Number of recipients
Basic remuneration Short-term performance-based remuneration Medium-term performance-based remuneration Others
Board Directors (excluding External Directors) 4,193 441 1,845 1,750 156 6 people
Audit & Supervisory Board Members (excluding External Audit & Supervisory Board Members) 23 23 - - - 1 person
External Directors 77 77 - - - 6 people
External Audit & Supervisory Board Members 35 35 - - - 3 people
[Notes]
  • *
    The total amount of remuneration paid to Board Directors does not include the employee salary portion for Board Directors who serve concurrently as employees.
  • *
    Short-term and medium-term performance-based remunerations are share-based remuneration in the form of non-monetary payment and represent the amount to be paid in the form of restricted stock. However, the amount (¥726 million) to be paid to one director who retired on June 20, 2024, will be paid in cash.
  • *
    “Other” mainly represents the amounts accounted for (expensed) in this fiscal year concerning the stock options allotted as non-monetary payment in March 2018 and July 2021, which are different from the amounts to be gained as a result of the exercise or sale of the stock options.
  • *
    In addition to the above, no remuneration was paid to external officers as officers of SoftBank Group Corp. or its subsidiaries in the fiscal year ended March 31, 2024.
  • *
    The remuneration of individual directors for this fiscal year was determined based on the policy for determining remuneration of individual directors, respecting the recommendation of the remuneration committee and the resolutions of the Board of Directors. The Board of Directors has therefore determined that the details of the remuneration of individual directors for this fiscal year are consistent with the policy for determining details of the remuneration of individual directors.

Total remuneration and other compensation
paid to respective directors (FY2023)*1

Name Amount of consolidated remuneration
(¥ million)		 Title Company category Subtotals for each type of consolidated remuneration (¥ million)
Basic remuneration Short-term performance-based remuneration Medium-term performance-based remuneration Others
Ken Miyauchi 844 Board Director The Company 84 341*2 385*2 34*3
Junichi Miyakawa 1,282 Board Director The Company 120 600 525 36*3
Jun Shimba 769 Board Director The Company 84 341 315 28*3
Yasuyuki Imai 769 Board Director The Company 84 341 315 28*3
Kazuhiko Fujihara 520 Board Director The Company 69 221 210 19*3
Kentaro Kawabe 395*4 Board Director LY Corporation 85 174*5 - 135*6
[Notes]
  • *1
    Only directors whose total consolidated remuneration and other compensation is ¥100 million or more.
  • *2
    As Mr. Ken Miyauchi retired on June 20, 2024, short-term performance-based remuneration and medium-term performance-based remuneration will be paid in cash.
  • *3
    Figures mainly represent the amounts accounted for (expensed) in the fiscal year ended March 31, 2024 concerning the stock options granted in March 2018 and July 2021.
  • *4
    Mr. Kentaro Kawabe retired from the position of Board Director of the Company on June 20, 2023. The amount represents the total amount of remuneration paid by LY Corporation in the fiscal year ended March 31, 2024.
  • *5
    The amount is performance-based remuneration for the fiscal year ended March 31, 2024 paid from LY Corporation and represents the amounts accounted for (expensed) in the fiscal year ended March 31, 2024 concerning cash bonuses and remuneration paid in the form of restricted stock (RS).
  • *6
    The amount represents the amounts accounted for (expensed) in the fiscal year ended March 31, 2024 concerning the Stock-Based Remuneration Plan (RSU Plan using a Board Incentive Plan Trust) and stock options granted from LY Corporation.

Remuneration system
for Board Directors
(excluding external directors)

Remuneration system for Board Directors (excluding external directors)

Remuneration for Board Directors (excluding external directors): Consists of fixed basic remuneration and variable performance-based remuneration to provide incentives for improving the Company's short-term performance and enhancing medium- to long-term corporate value.

Method for calculating short-term performance-based remuneration

Method for calculating short-term performance-based remuneration

Under the basic policy of the Company, the composition ratio between the basic remuneration and the short-term performance-based remuneration shall, in principle, be 1:1.9-3.2, while the short-term performance-based remuneration shall fluctuate in a range of 0 to 2.5 times the base amount by position.
Net income attributable to owners of the Company and operating income (both on a consolidated basis)*1 as well as materiality targets*2 are adopted as indicators that determine the achievement level of the short-term performance target. The achievement level of materiality targets is added separately within the range of 0-5% to the factors calculated based on the achievement level of net income and operating income targets. The short-term performance-based remuneration shall be paid in full in the form of restricted stock.

[Notes]
  • *1
    In adopting net income attributable to owners of the Company and operating income as indicators, the factors shall be determined after consultation with the Remuneration Committee if there are particular factors that should be taken into consideration such as special circumstances including impairment loss, major changes in other management indicators (including FCF), and material scandals or accidents.
  • *2
    Materiality targets are those adopted from among the six material issues identified for the sustainable growth of the Company. Targets include the ratio of renewable energy used for the power by base stations as a measure to achieve carbon neutrality by 2030.

Method for calculating medium-term performance-based remuneration

Method for calculating medium-term performance-based remuneration

In principle, the composition ratio between the basic remuneration and the medium-term performance-based remuneration shall be 1:1.1-2.1.
The amount of medium-term performance-based remuneration shall be determined based on the Company's performance over a three-year term.
A TSR factor calculated based on relative TSR is adopted as an indicator to determine the achievement level of the medium-term performance target. The medium-term performance-based remuneration fluctuates in a range of 0 to 3.0 times the base amount by position. The medium-term performance-based remuneration shall be paid in full in the form of restricted stock.

[Note]
  • *
    In adopting TSR, the factor shall be determined after consultation with the Remuneration Committee if there are special circumstances such as share split and special factors that should be taken into consideration such as material scandal or accidents.