Press Releases 2022
SoftBank Corp. (“SoftBank”) announces that at the Board of Directors meeting held on February 25, 2022, its Board of Directors resolved to establish a Special Committee comprised of Independent External Directors to further enhance corporate governance. The Special Committee will function as a voluntary advisory body to the Board of Directors.
SoftBank believes it must continue to strengthen corporate governance, both to enhance corporate value and achieve sustainable growth. Until now, SoftBank, which lists SoftBank Group Corp. as its parent company, made Director appointments that resulted in Independent External Directors forming more than a third of SoftBank's Board composition. In addition to making efforts to secure independence and transparency, SoftBank continually pursued initiatives to enhance corporate governance. For example, for important transactions with controlling shareholders, such as its parent company, Board-level deliberations took the opinions of Independent External Directors into consideration. These independent opinions took the perspective of protecting minority shareholder interests into account.
Going forward, for important transactions where there may be a conflict of interest between controlling shareholders and minority shareholders, SoftBank decided that having a committee comprised solely of Independent External Directors to deliberate these transactions would further enhance corporate governance, and therefore established a Special Committee. With the establishment of this Committee, SoftBank has satisfied one of the Tokyo Stock Exchange's conditions for companies with controlling shareholders that is required for inclusion in its Prime Market section, as set out by its Corporate Governance Code.
1. Role of the Special Committee
As an advisory body to the Board of Directors, the Committee deliberates and reviews important transactions between SoftBank and its controlling shareholders (and/or its subsidiaries) if there are potential conflicts of interest between controlling shareholders and minority shareholders, and the Committee reports its findings to the Board of Directors. The Board of Directors then makes a final decision that fully respects the views of the Special Committee.
2. Structure of the Special Committee
The Committee is comprised of five Independent External Directors. Also, to enhance the Committee's fairness, transparency, and to ensure that diverse views are reflected, the Committee Chair appoints three observers.
Special Committee Members
- Atsushi Horiba (Independent Officer, External Director)*
- Takehiro Kamigama (Independent Officer, External Director)
- Kazuaki Oki (Independent Officer, External Director)
- Kyoko Uemura (Independent Officer, External Director)
- Reiko Hishiyama (Independent Officer, External Director)
- *Appointed Committee Chair at first Committee Meeting (February 25, 2022)
- Naomi Koshi (External Director)
- Yasuharu Yamada (Independent Officer, Full-time Audit & Supervisory Board Member)
- Kenichiro Abe (Independent Officer, External Audit & Supervisory Board Member)
3. Date of establishment
February 25, 2022
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