Corporate Management

The Company's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Five 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 five independent external directors (elected by a resolution of the board of directors) to ensure independence of the committees. The special committee comprises five independent external directors (committee members are elected by a resolution of the board of directors, and the chairperson serves as the lead independent external director) and deliberates and examines important transactions and actions that may cause conflicts of interest between the controlling shareholder and minority shareholders. 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.

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, and global 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, 2023)
Skill Matrix Skill Matrix
[Note]
  • *
    This table does not show all of the skills possessed by each Board Director/Audit & Supervisory Board Member.

Reasons for appointment and attendance

Name
(Title / position)
Reasons for appointment Attendance at Board of Directors meeting in FY2022*1
Board Directors
Ken Miyauchi
(Director & Chairman)
Since taking office as Director & Vice President of SOFTBANK BB Corp. (currently the Company) in January 2003, Ken Miyauchi has contributed to expanding the fixed-line communications and mobile communications businesses. Since becoming the Company's President in April 2015, he has not only expanded the telecommunications business in Japan but also aggressively promoted entry into new fields with a focus on the Internet based on the Beyond Carrier strategy. He has supervised the entire Group as the Company's Representative Director & Chairman since April 2021. He is elected as a Board Director to benefit from his guidance for 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%)
Yasuyuki Imai
(Representative Director & COO)
Since taking office as the Company's Corporate Officer in October 2007, Yasuyuki Imai has served in prominent positions at the Company, primarily head of the enterprise 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 31 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. 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 13 out of 13 Board of Directors meetings
(attendance rate of 100%)
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%)
Kyoko Uemura
(External Director)
Kyoko Uemura has extensive knowledge and experience as a lawyer. 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%)
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%)
Audit & Supervisory Board Members
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%)
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. -*2
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 12 out of 13 Board of Directors meetings
(attendance rate of 92.3%)
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%)*3
[Notes]
  • *1
    The number of Board of Directors meetings by written resolution is excluded.
  • *2
    Mr. Shuji Kojima was appointed as an external Audit & Supervisory Board Member of the Company on June 20, 2023.
  • *3
    Ms. Yoko Kudo was appointed as an external Audit & Supervisory Board Member of the Company on June 23, 2022.

Independent Directors/Auditors Notification (updated on June 1, 2023) (PDF: 128KB/2 pages)

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 ¥96 million for the representative director & chairman, ¥120 million for the representative director, president & CEO, ¥84 million for the representative director, and ¥60 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. 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, 2023

Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration
and numbers of recipients (FY2022)

Total remuneration (¥ millions) Subtotals for each type of remuneration (¥ millions) Number of recipients
Basic remuneration Performance-based remuneration*1 Other*2
Directors (excluding external directors) 2,025 444 1,331 251 6
Audit & Supervisory Board Members (excluding external Audit & Supervisory Board Members) 18 18 - - 1
External directors 84 84 - - 6
External Audit & Supervisory Board Members 30 30 - - 3
[Notes]
  • *1
    Performance-based remuneration was granted on July 20, 2023 in the form of restricted stock remuneration, which will be accounted for (expensed) in FY2022.
  • *2
    “Other” represents the amounts accounted for (expensed) in FY2020 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.

Total remuneration and other compensation
paid to respective directors (FY2022)*1

Name Total consolidated remuneration
(¥ millions)
Title Company name Subtotals for each type of remuneration (¥ millions)
Basic remuneration Performance-based remuneration Other
Ken Miyauchi 470 Director SoftBank Corp. 96 319 55*2
Junichi Miyakawa 574 Director SoftBank Corp. 120 399 55*2
Jun Shimba 355 Director SoftBank Corp. 84 227 44*2
Yasuyuki Imai 355 Director SoftBank Corp. 84 227 44*2
Kazuhiko Fujihara 249 Director SoftBank Corp. 60 159 30*2
Kentaro Kawabe 388 Director Z Holdings Corporation
(currently LY Corporation)
96 191*3 100*4
[Notes]
  • *1
    Only directors whose total consolidated remuneration and other compensation is ¥100 million or more.
  • *2
    Figures represent the amounts accounted for (expensed) in the fiscal year ended March 31, 2023 concerning the stock options granted in March 2018 and July 2021.
  • *3
    The amount is performance-based remuneration for FY2022 paid from Z Holdings Corporation (currently LY Corporation) and represents the total amount of bonus and share-based payment.
  • *4
    The amount represents the total amount of the Stock-Based Remuneration Plan (RSU Plan using a Board Incentive Plan Trust) and stock options granted from Z Holdings Corporation (currently 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 1:2.3-3.2, 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 1:1.7-2.1.
The amount of medium-term performance-based remuneration shall be determined based on the Company's performance over a three-year term.
Total Shareholder Return (TSR) is adopted as an indicator to determine the achievement level of the medium-term performance target. The medium-term performance-based portion fluctuates within the range of 0-3.0, depending on the index, and its factor is calculated based on comparison between TSR performance of the Company and that of TOPIX. 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.