How can conflicts of interest between SoftBank Corp. (TOKYO: 9434) and its parent company SoftBank Group Corp. be managed and prevented? What do external directors consider when faced with a decision on succession planning? What is exactly is the job of external directors on SoftBank Corp.’s board?
To answer these questions and more, SoftBank Corp. held a panel discussion on April 4, 2022 with two of its independent external directors, Takehiro Kamigama and Kyoko Uemura, both of whom are members of the Nominating, Remuneration, and Special Committees. Below are some excerpts from the discussion that was moderated by Yoshiko Sato, Executive Managing Director of the Japan Investor Relations Association.
What role do you think each of you play as an external director of SoftBank Corp.?
Takehiro Kamigama:
I would like to contribute to the supervisory function that makes best use of my experience as top management, especially in the areas of technology, manufacturing and M&A.
Kyoko Uemura:
I believe it is important to look at things from a different perspective than within the company and to voice my opinion. As a lawyer, I think it is important to thoroughly check risk management, governance, and compliance, and to listen to market opinions in order to improve corporate value.
What kinds of discussion are held at the Board of Directors of SoftBank Corp.? Please tell us about the discussion that was particularly impressive.
Takehiro Kamigama:
The most impressive discussion was the announcement of the large-scale M&A for LINE Corporation. It was after the M&A project for Yahoo Japan Corporation (now Z Holdings Corporation). We received proposals of various projects in quick succession and discussed many times at the Board of Directors. Of course, there were discussions about governance, but I remember getting goosebumps when discussed about how great it would be, especially about synergies. I was surely convinced that SoftBank Corp. management is focused on speed, makes prompt decisions and is definitely implementing its “Beyond Carrier” strategy.
I like to talk about another point. President Junichi Miyakawa's backcasting management approach. I had the opportunity to hear him talking about the long-term vision, long-term management plan, and what SoftBank Corp. will look like in 10 years. He explained that by looking 15 years ahead and calculating back, he had the vision for SoftBank Corp. in 10 years. To achieve the vision, he decided what to do now. I think there are few managements that look so far ahead.
Kyoko Uemura:
The most impressive discussion was that when SoftBank Corp. raised its shareholding of Yahoo Japan to 45%. We discussed many times why a parent-child relationship is necessary while SoftBank Group Corp. released Yahoo Japan's stock. We were given the explanation that for SoftBank Corp., Yahoo Japan would become an important partner for implementing the “Beyond Carrier” strategy, therefore a parent-child relationship will build a strong tie between SoftBank Corp. and Yahoo Japan. From an accounting perspective, consolidation of Yahoo Japan will make it easier to build a win-win relationship. For Yahoo Japan, SoftBank Corp. users are valuable for its online shopping business growth. Yahoo Japan is an information platform and needs a neutral position. SoftBank Corp. respects the position as much as possible. The two companies maintain their listing in the stock market. As a result of various discussions, we finally agreed that raising shareholding ratio is a good option and unanimously approved the deal.
The atmosphere of the Board of Directors is very bright, although there are active discussions. I feel that staff including executives are also very talented and SoftBank Corp. has abundant human resources.
SoftBank Corp. is a listed company, and same are for both its parent company (SoftBank Group Corp.) and some of its subsidiaries. What are your thoughts as an external director regarding conflicts of interest with these companies, and what points do you keep in mind when dealing with them?
Takehiro Kamigama:
Conflict of interest is the most important issue. From the perspective of protecting minority shareholders' interests, it is important to check carefully the transparency of procedures and disclosures, including the transactions between parent and child because both the companies are listed. The process is that we receive detailed explanations and discuss the issues in the briefing session before the Board of Directors, and then make decisions in the Board of Directors. In February this year, SoftBank Corp. established the Special Committee, and conflict-of-interest related corporate governance will further be strengthened.
Takehiro Kamigama, External Director (Independent Officer), Member of the Nominating, Remuneration, and Special Committees
Kyoko Uemura:
External directors are also very careful about conflict-of-interest transactions with SoftBank Group Corp. Of course, we are considering the transaction based on its merit, though we are discussing with an emphasis on profit for SoftBank Corp. stand-alone, not for the overall group. What we request is not only the purpose of a transaction, but also the validity of the price as well as strong support materials. The executives seem to be fully aware of this point, and promptly respond to requests for additional materials. So far, between SoftBank Corp. and SoftBank Group Corp., there have been cases that do not go through because they could not agree on price. The external directors are working together to check the transparency of procedures and information disclosure.
What kind of role does the Director Masayoshi Son play in the SoftBank Corp. Board of Directors? Please tell us about the relationship between Director Son and internal directors from an external perspective.
Takehiro Kamigama:
I think it is a little different from what people may think. It is true that Director Son is very strict, but I recognize that he pushes hard in order to increase the corporate value of SoftBank Corp. The internal directors do not remain silent, but also argue with Director Son and discussions are heated and brisk.
Kyoko Uemura:
We have heated discussions every time. Director Son attended almost all Board of Directors and strategy meetings. In short, his perspective is “global”. We always discuss about the direction we should aim for based on the global situation. Sometimes he criticizes severely, but the executives are not silent but argue with him. I often hear him say not to be satisfied with the current situation but think about the future, not get caught up by common sense. There is a famous saying “Stay hungry, stay foolish” by Steve Jobs. The words from Director Son reminds me of this saying and in my opinion the thoughts may be similar. I think these are true for all other businesses, and they help me in my work as a lawyer.
From the perspective of the effectiveness of the Board of Directors, please tell us about the issues you may find in terms of the way of the discussions, the content of discussions, and the supporting system of external directors.
Takehiro Kamigama:
SoftBank Corp. has about 330 subsidiaries and affiliates and is expanding through M&A rapidly. I've heard that the management system has been established, although there are some where the system is working and some where it isn't. We exchange opinions with Audit & Supervisory Board Members. Together with Audit & Supervisory Board Members, we pay attention on this issue. Although we see some improvements, there were cases that information leaks occurred, therefore we always monitor this issue closely.
Kyoko Uemura:
Since there are many subsidiaries and affiliates, I think that the management of effectiveness is not yet enough. SoftBank Corp. has the role of firmly managing the subsidiaries and affiliates of SoftBank Corp., and Z Holdings Corporation (“Z Holdings”) has the role of firmly managing the subsidiaries and affiliates under the umbrella of Z Holdings. I have heard that the risk management system is in place by dispatching officers to the group companies and making monthly reports. We conduct interview about the current situation every quarter.
In the briefing session before the Board of Directors, we are given a fairly detailed explanation of matters to be discussed. Multiple members including internal directors, executives, and general manager of the Legal Division participate in the briefing session. At the session, there are many questions from the external directors each time, and the internal participants respond to requests for additional materials. The Board of Directors meetings are held face to face as much as possible as we can on the condition that all board members have negative results in PCR tests. We think it important to have live discussions on site.
Kyoko Uemura, External Director (Independent Officer), Member of the Nominating, Remuneration, and Special Committees
The President & CEO changed in April 2021. Please tell us about the discussions at the Nominating Committee regarding how President Miyakawa was selected.
Takehiro Kamigama:
From my management experience, I think the most important ability is decisiveness. Speed is necessary, but a fair personality is also important. Given SoftBank Corp.'s nature and growth strategies “Beyond Carrier” and “Beyond Japan,” it has to be someone who has thorough knowledge in technology. I believe Mr. Miyakawa is the most appropriate candidate because he is good at the backcasting management, logical and has extensive experience in M&A. Another point is that he can argue against Director Son. The vote was unanimous.
Kyoko Uemura:
We discussed the succession plan many times over a fairly long period of time. First, we began discussing on not who to choose but what are the essential requirements for the president of SoftBank Corp. We discussed the requirements for the top management position: the person must be able to properly envision SoftBank Corp.'s future growth strategy, be as familiar as possible with cutting-edge technologies such as AI, and above all, be someone who can say “No” to Director Son. We asked all candidates to give a 30-minute presentation on SoftBank Corp.'s growth strategy for the next 10 years. After a discussion based on the presentation of the candidates, we unanimously recommended Mr. Miyakawa as the best candidate. You may have a quiet image on President Miyakawa, but he is an idea man who loves to think and plan new businesses and has the spirit of constant evolution. He has launched the businesses of HAPSMobile Inc. and MONET Technologies Inc., and is still sponsoring collaborations with the universities. I also think he has a good personality, and an atmosphere where people naturally gather around him. His communication skills are very high, and people in SoftBank Corp. naturally follow him and naturally support him.
(Posted on May 17, 2022)
by SoftBank News Editors
