JAPANESE

Corporate Management

The Company's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Seven of the 13 directors are external directors to ensure robust mutual monitoring between the directors. The nominating committee and the remuneration committee comprise the CEO and three or more 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 "Activate AI for Society" 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, AI/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 23, 2026)
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.
AI / Digital / Technology
  • AI
  • Information & Communications technology
  • High-tech
 Extensive and deep knowledge and experience in advanced technologies in the information technology field such as AI 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 "Activate AI for Society" 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 FY2025*1
Board Directors
Jun Shimba
(Director & Chairman)

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 has supervised the entire Group as the Company's Director & Chairman since April 2026.

He is elected as a Board Director to lead the further growth of the Group.

 Attended 11 out of 11 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 11 out of 11 Board of Directors meetings
(attendance rate of 100%)
Osamu Akiyama
(Board Director, Senior Vice President & CFO)

Since joining JAPAN TELECOM CO., LTD. (currently the Company) in 1995, Mr. Osamu Akiyama has served in the finance field after gaining experience in business planning and human resources fields.

Currently, he serves as Senior Vice President & CFO of the Company and has extensive knowledge and experience in finance and accounting.

He is elected as a Board Director to lead the further growth of the Group.

 -*2
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 9 out of 11 Board of Directors meetings
(attendance rate of 81.8%)
Takeshi Idezawa
(Board Director)

In addition to his achievements in revitalizing the former livedoor Co., Ltd., Mr. Takeshi Idezawa also oversees the overall management of the LINE Group and has successfully led the management integration of Z Holdings Corporation and LINE Corporation.

He has extensive knowledge and experience in management.

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.

 -*3
Ichiro Nakayama
(Board Director)

Mr. Ichiro Nakayama has extensive knowledge and experience in management, including experience cultivated in the information and telecommunication business and the IT industry, corporate management in the B2C (consumer-facing services) field, and leading the growth of the PayPay Group as President & Representative Director, CEO, Corporate Officer, since the company's founding in 2018.

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.

 -*4
Atsushi Horiba
(External Director)

Having served as Representative Director of HORIBA, Ltd. for approximately 34 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 9 out of 11 Board of Directors meetings
(attendance rate of 81.8%)
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 11 out of 11 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.

 Attended 11 out of 11 Board of Directors meetings
(attendance rate of 100%)
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.

 Attended 11 out of 11 Board of Directors meetings
(attendance rate of 100%)
Hideaki Karaki
(External Director)

Mr. Hideaki Karaki has extensive knowledge and experience in corporate accounting, cultivated over many years as a certified public accountant.

The Company expects him to supervise the Company's management with his knowledge and experience, and give guidance on the Company's overall management.

The Board would like to elect Mr. Karaki as an External Director so he can contribute to the Group's further growth and enhancement of corporate governance.

Although Mr. Karaki has not been engaged in corporate management, the Company believes that he will appropriately perform his duties as an External Director due to the aforementioned reasons.

 Attended 9 out of 9 Board of Directors meetings
(attendance rate of 100%)*5
Yukihiko Onishi
(External Director)

Mr. Yukihiko Onishi has extensive management experience, including the experience cultivated in the financial industry and corporate management in an environment where cashless payments are rapidly expanding in Japan.

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.

 -*6
Hidehiko Yuzaki
(External Director)

Mr. Hidehiko Yuzaki brings a wealth of experience, including his 16 years as governor of the prefecture over four terms, as well as consulting and advisory experience in areas such as corporate planning, financial strategy, organizational development, and venture management.

The Company expects him to supervise the Company's management with his knowledge and experience, and give guidance on the Company's overall management.

He is elected as an External Director so he can contribute to the Group's further growth and enhancement of corporate governance.

 -*7
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%)
Takashi Naito
(Full-time Audit & Supervisory Board Member)

Mr. Takashi Naito served as Vice President and Head of the Finance and Accounting Division until March 2024 and has served as an Audit & Supervisory Board Member for Group companies.

He is well-versed in the Company's businesses and has extensive knowledge and experience in finance, accounting, and governance.

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.

 -*8
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 10 out of 11 Board of Directors meetings
(attendance rate of 90.9%)
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 11 out of 11 Board of Directors meetings
(attendance rate of 100%)
[Notes]
  • *1
    The number of Board of Directors meetings by written resolution is excluded.
  • *2
    Mr. Osamu Akiyama was appointed as a Director of the Company on June 23, 2026.
  • *3
    Mr. Takeshi Idezawa was appointed as a Director of the Company on June 23, 2026.
  • *4
    Mr. Ichiro Nakayama was appointed as a Director of the Company on June 23, 2026.
  • *5
    Mr. Hideaki Karaki was appointed as an External Director of the Company on June 26, 2025.
  • *6
    Mr. Yukihiko Onishi was appointed as an External Director of the Company on June 23, 2026.
  • *7
    Mr. Hidehiko Yuzaki was appointed as an External Director of the Company on June 23, 2026.
  • *8
    Mr. Takashi Naito was appointed as an Audit & Supervisory Board Member of the Company on June 23, 2026.

Independent Directors/Auditors Notification (updated on May 27, 2026)

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 or greater scale of business, based on a 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 steady earnings growth, stable cash flow and sound relationships with stakeholders, while ensuring to restrain excessive risk-taking but to enhance motivation of directors and other officers 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, and ¥39 million for the Board Director & Senior Executive Vice President, which shall be paid in cash in monthly installments.

Performance-based remuneration consists of short-term performance-based remuneration and medium-term performance-based remuneration. Short-term performance-based remuneration is paid annually to the Director & Chairman, the Representative Director, President & CEO, and the Board Director & Senior Executive Vice President. For the Director & Chairman and the Representative Director, President & CEO, it is paid as share-based remuneration, and for the Board Director & Senior Executive Vice President, it is paid in cash and share-based remuneration, with the ratio of cash to share-based remuneration being 1:1. Medium-term performance-based remuneration is paid to the Director & Chairman and the Representative Director, President & CEO as share-based remuneration after the finalization of performance for the three-year evaluation period. Share-based remuneration shall be paid wholly in the form of restricted stock; however, if there are any obstacles to granting share-based remuneration, the Company may pay an amount equivalent to the share-based remuneration in cash.

The amount of the short-term performance-based remuneration shall be determined based on the achievement of targets for net income attributable to owners of the parent and operating income, as well as materiality targets. The amount of medium-term performance-based remuneration shall be determined based on the Company's TSR (Total Shareholder Return) and relative TSR for the past three years. 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 1:0.7-3.2, 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 1:1.1-2.1, 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, the Company pays basic remuneration in cash and share-based remuneration in a fixed amount based on factors such as years of experience.

The composition ratio between basic remuneration (cash remuneration) and share-based remuneration shall , in principle, be 1:0.2-1.1. For Audit & Supervisory Board Members, who audit the execution of duties by directors, the Company's policy is to pay only fixed remuneration in cash.

[Note]
  • *
    As of June 26, 2026

Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration
and numbers of recipients (FY2025)

Title Total amount of remuneration (¥ million) Subtotals for each type of remuneration (¥ million) Number of recipients
Basic remuneration Short-term performance-based remuneration Others
Board Directors (excluding External Directors) 1,529 351 1,014 163 4 people
Audit & Supervisory Board Members (excluding External Audit & Supervisory Board Members) 25 25 - - 1 person
External Directors 100 100 - - 8 people
External Audit & Supervisory Board Members 38 38 - - 2 people
[Notes]
  • *
    The total amount of remuneration paid to directors does not include the employee salary portion for directors who serve concurrently as employees.
  • *
    The basic remuneration for External Directors includes a total of ¥20 million in share-based payment in the form of non-monetary payment for six External Directors. This share-based payment was paid in July 2025 in the form of restricted stock.
  • *
    Short-term performance-based remuneration is share-based payment in the form of non-monetary payment and represents the amount to be paid in the form of restricted stock. However, cash payments (¥329 million) are planned for the two board directors who are retired on June 23, 2026.
  • *
    Others mainly represent the amounts accounted for (expensed) in this fiscal year concerning the stock options allotted as non-monetary payment in July 2021, which is different from the amount to be gained as a result of exercise or sale of the stock options. It also includes an amount accounted for (expensed) in this fiscal year concerning medium-term performance-based remuneration to be paid to the two Directors who are retired on June 23, 2026. The amount accounted for (expensed) in this fiscal year is scheduled to be paid in cash in June 2027, following the calculation period for the medium-term performance-based remuneration.
  • *
    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, 2026.
  • *
    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 (FY2025)*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 Others
Yasuyuki Imai 350 Board Director The Company 84 191 75*2
Junichi Miyakawa 568 Board Director The Company 120 437 11*3
Jun Shimba 341 Board Director The Company 84 248 8*3
Kazuhiko Fujihara 270 Board Director The Company 63 138 69*2
[Notes]
  • *1
    Only directors whose total consolidated remuneration and other compensation is ¥100 million or more.
  • *2
    Figures include (i) the amount accounted for (expensed) in this fiscal year concerning the stock options granted in July 2021, and (ii) the amount accounted for (expensed) in this fiscal year concerning medium-term performance-based remuneration to be paid to the two Directors who are retired on June 23, 2026 . With respect to (ii), it is scheduled to be paid in cash in June 2027, following the calculation period for the medium-term performance-based remuneration.
  • *3
    Figures mainly represent the amounts accounted for (expensed) in the fiscal year ended March 31, 2026 concerning the stock options granted in July 2021.

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 1:0.7-3.2, 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 parent and operating income. both on a consolidated basis*1 as well as materiality targets*2 are adopted as indicators that determine the achievement levels 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 TSR (Total Shareholder Return) and relative TSR for the past three years.

A TSR factor based on the Company's TSR and relative TSR is adopted as the indicator for determining the achievement level of the medium-term performance target. The medium-term performance-based portion fluctuates in a range of 0 to 3.0 times depending on the status of the Company's TSR and relative TSR. 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.