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SoftBank : Corporate Governance Report (updated on June 29, 2022)

06/29/2022 | 02:37am EDT

This document has been translated from the Japanese original (as submitted to the Tokyo Stock Ex- change) for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. SoftBank Group Corp. assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.

Corporate Governance Report

Last Update: June 29, 2022

SoftBank Group Corp.

Masayoshi Son, Representative Director, Corporate Officer, Chairman & CEO

Contact: +81 3 6889 2000

TSE Securities Code: 9984 https://group.softbank/en/

I. Basic views on corporate governance, capital structure, corporate profile, and other basic information

1. Basic views

SoftBank Group Corp. ("SBG") and its subsidiaries (collectively, the "Company") are guided by a fundamental concept of "free, fair, and innovative," and a corporate philosophy of "Information Revolution - Happiness for everyone." The Company aims to be a provider of essential technologies and services to people around the world while maximizing its enterprise value.

SBG, the holding company of the SoftBank Group (the "Group"), recognizes that it is vital to maintain effective corporate governance in order to realize this vision. SBG continues to strengthen governance within the Group by taking measures such as formulating the SoftBank Group Charter to share the Group's fundamental concept and corporate philosophy and devising Group Company Management Regulations of the SoftBank Group to set out the management policy and management framework for group companies, as well as establishing compliance with the SoftBank Group Code of Conduct to prescribe policies to be followed by the Company and its Board Directors and employees, among other matters.

Further, responses to issues pertaining to sustainability, including climate change, respect for human rights, appropriate treatment of employees and working environments, and building fair and appropriate relationships with business partners, are some of the key management issues for the achievement of a sustainable society and the enhancement of enterprise value over the medium to long term. Recognizing them not only as risks to be prevented or mitigated but also as opportunities that will help to enhance enterprise value, SBG has also formulated the SoftBank Group Sustainability Principles to set forth matters necessary for the Company to appropriately carry out sustainability activities, the Environmental Policy to set out the principles to take the global environment into


shareholders and creditors, customers, business partners, employees, and local communities consideration when conducting corporate activities, and the Human Rights Policy to set out the standards for prohibiting discrimination, harassment, forced labor, child labor and so on in order to maintain a healthy work environment, both inside and outside the workplace. Further, in the belief that, as an investing company, the appropriate evaluation of the sustainability-related risks and opportunities of its investee companies will contribute greatly to sustainable growth, SBG has formulated the Portfolio Company Governance and Investment Guidelines Policy and incorporates sustainability perspectives into its investment processes. Moreover, it has established the Supplier Code of Conduct, which sets forth the standards that the Company expects its suppliers to comply with, thereby aiming to contribute together with suppliers to achieving sustainable development and solving environmental and social issues. SBG will grow together with stakeholders, including shareholders and creditors, customers, business partners, employees, and local communities (governments, administrative agencies, regional communities, NPOs, NGOs, etc.) and fulfill its responsibility as a company that leads the Information Revolution, by actively contributing to society through its businesses in an aim to achieve a sustainable society.

SBG's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Five of the nine Board Directors are External Board Directors (four of whom are Independent External Board Directors) to ensure robust mutual monitoring between the Board Directors, and a majority of the members of the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of Directors, are Independent External Board Directors to ensure objectivity and transparency concerning the appointment and dismissal and compensation of Board Directors. Furthermore, all of the four Audit & Supervisory Board Members are External Audit & Supervisory Board Members to ensure independent auditing functions, thereby strengthening the monitoring of management. In addition, as part of its continued efforts to strengthen its corporate governance, SBG made changes to its Board of Directors and appointed Corporate Officers in November 2020, in its aim to separate the management decision-making function from the business execution function to clarify the persons responsible for business execution.

Basic guidelines

SBG stipulates the following basic guidelines for corporate governance based on the principles of Japan's Corporate Governance Code.

Securing the rights and equal treatment of shareholders (General principle 1)

SBG strives to fully secure shareholder rights by developing an environment in which all shareholders, including minority and overseas shareholders, can effectively exercise their rights. SBG also treats all shareholders equally in accordance with their shareholdings, in compliance with laws and regulations.


Appropriate cooperation with stakeholders other than shareholders (General principle 2)

SBG endeavors to build good relationships and cooperate appropriately with all stakeholders, including shareholders and creditors, customers, business partners, employees, and local communities (government, administrative agencies, regional communities, NPOs, NGOs, etc.), in order to contribute to creating and enhancing enterprise value over the medium to long term. To this end, the Board of Directors and management team seek to establish a corporate culture where the opinions and positions of stakeholders are respected by formulating the SoftBank Group Sustainability Principles, the SoftBank Group Code of Conduct, the Human Rights Policy, and the Environmental Policy, and by ensuring that the Group and its officers and employees comply with these standards. SBG has also formulated the Supplier Code of Conduct and calls on suppliers of the Company to conduct business based on high ethical standards.

Ensuring appropriate information disclosure and transparency (General principle 3)

SBG appropriately discloses both financial and non-financial information in compliance with relevant laws and regulations and the rules of the Tokyo Stock Exchange. Furthermore, SBG also strives to actively provide information beyond that required by these rules when necessary by carefully considering the impact on investors and other stakeholders. In either case, the Board of Directors strives to ensure that SBG's information disclosure is always fair, clear, and useful.

Responsibilities of the Board (General principle 4)

Given its fiduciary responsibility and accountability to shareholders, SBG's Board of Directors strives to maximize enterprise value by thoroughly engaging all Board Directors, including independent External Board Directors, in timely and appropriate discussions of the Board meeting agenda to consider the entire group's management strategy over the medium to long term. The Board also strives to achieve proactive and bold management strategies while controlling risks. The Board of Directors, Audit & Supervisory Board Members, and Audit & Supervisory Board strive to ensure their transparency by carrying out highly effective oversight of management.

Dialogue with shareholders (General principle 5)

SBG proactively engages in constructive dialogues with shareholders and investors in order to contribute to maximizing enterprise value. Through these dialogues, SBG strives to further develop mutual understanding and foster relationships of trust, and to carry out management giving due consideration to their opinions.


Reasons for non-compliance with certain principles of Japan's Corporate Governance


Supplementary principle 4.1.2 Commitment of the Board of Directors to achieving the medium- term business plans

SBG constantly reviews the entire group's medium-term business plans based on their progress and market trends, and discussions are also held by the Board of Directors. However, SBG withholds its medium-term business plans from public disclosure.

With regard to its long-term management vision, SBG announced "SoftBank's Next 30-Year Vision" at

its Annual General Meeting of Shareholders in 2010, its 30th anniversary year. Reaffirming its

corporate philosophy, "Information Revolution - Happiness for everyone," SBG clarified its vision and

strategy for the next 30 years, as it works towards its goal of becoming a corporate group that will continue to grow in the next 300 years.


VOD of "SoftBank's Next 30-Year Vision"


Presentation material of "SoftBank's Next 30-Year Vision"


Principle 5.2 and Supplementary Principle 5.2.1 Establishment, disclosure, etc. of business strategy and business plan

SBG's basic policy is to maintain a sound financial status while both investing aggressively to ensure sustained growth and returning profits to shareholders. However, SBG withholds specific targets from public disclosure with regard to indexes such as profitability and capital efficiency.

On the other hand, SBG aims to maximize its net asset value (NAV) over the medium to long term by increasing its equity value. As a financial policy to support this aim, SBG places great importance on its loan to value (LTV) to ensure financial stability. SBG aims to manage its LTV below 25% in normal times in financial markets, with an upper threshold of 35% even in times of emergency, and strives to maintain safety by securing funds sufficient to redeem bonds for at least the next two years.

Disclosure based on the principles of Japan's Corporate Governance Code

Principle 1.4 Cross-shareholdings

SBG holds no shares under the cross-shareholdings structure.


Principle 1.7 Related party transactions

Prior to their approval, all transactions at SBG are deliberated by specialist divisions such as the Accounting, Finance, and Legal divisions, based on internal regulations and according to the scale and materiality of the transaction. The process for approval is structured to enable Audit & Supervisory Board Members and the Internal Audit Office to check on the details at all times.

The Board of Directors Regulations stipulates that the Board must approve transactions conducted by Board Directors if these may compete or cause conflicts with the Company's interests. Each transaction is subject to approval by the Board of Directors and the transaction results are reported to the Board. SBG discloses related party transactions in its Annual Securities Report and non-consolidated financial statements attached to the Notice of the Annual General Meeting of Shareholders.

Supplementary Principle 2.4.1 Ensuring diversity in the promotion, etc. of core personnel

SBG hires professionals based on the "Three Core Competencies" - Smart, Professionalism, and Relation. Our basic policy is to hire the best person for the position in consideration of age, gender, nationality, and other factors and SBG is committed to ensuring diversity in promoting female employees, foreign employees, and mid-career hires to management positions and in other human resource-related measures.

As of the end of fiscal 2021, female employees accounted for 22% of management positions and foreign employees 4%. Mid-career hires usually account for more than 90% of new employees for a year, and they account for roughly the same percentage in terms of promotion to management positions. SBG intends to continue its recruitment and promotion from medium to long term perspectives in ways that match its human resources strategy and makes efforts to achieve the rate of female, foreign, and mid-career recruits exceeding the current figures.

In addition, as a basic policy for human resources development, SBG has established a system for self-driven career development so that each employee can enhance his or her "Three Core Competencies" aforementioned. Specifically, in addition to the provision of internal education and training services, including English conversation courses, SBG allocates education budgets to each department so that employees can independently select and attend external training programs of their choice. SBG has also established a side job system to allow employees to achieve personal growth through diverse experiences and connect it to their own career development.

Further, in the development of the work environment, SBG believes the driving force for the growth of the entire Group is each employee being able to fully express his or her individuality and abilities. In this respect, as an example of our efforts to support the active participation of foreign employees, official documents such as notices, internal training contents, and internal systems are provided in Japanese and English in principle to facilitate communication.

Principle 2.6 Roles of corporate pension funds as asset owners

SBG has not participated in any specific corporate pension fund, but has introduced a defined


This is an excerpt of the original content. To continue reading it, access the original document here.


SoftBank Group Corporation published this content on 29 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 06:36:05 UTC.

© Publicnow 2022
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Net income 2023 555 B 4 124 M 4 124 M
Net Debt 2023 19 547 B 145 B 145 B
P/E ratio 2023 17,0x
Yield 2023 0,77%
Capitalization 8 992 B 66 788 M 66 788 M
EV / Sales 2023 4,53x
EV / Sales 2024 4,00x
Nbr of Employees 59 721
Free-Float 65,4%
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