The SOFTBANK Group has created the fundamental concept of “free, fair, innovative” and the corporate philosophy of “Information Revolution - Happiness for everyone.” Under the fundamental concept and the corporate philosophy, the Group has been striving to grow sustainably and steadily and to continuously increase enterprise value as a company attractive to all stakeholders including customers, shareholders, employees, business partners and society. To that end, SOFTBANK CORP. put its great emphasis on corporate governance.
The Company is a pure holding company encompassing 178 subsidiaries and 92 affiliates. The Company has formulated the SOFTBANK Group Charter, which spells out regulations on matters related to strengthening the governance and compliance system, to promote the fundamental concept and policy shared throughout the Group. In addition, various guidelines for the Group have been established. The Company manages the Group based on the charter and guidelines.
The Company has adopted a Corporate Auditor System. Of the four Corporate Auditors, three are External Corporate Auditors in order to secure objectivity and allow adequate monitoring of management functions. The Company also proactively takes the perspectives from outside into business management by hiring External Directors as well as External Corporate Auditors. The Company believes such initiatives will enhance management transparency and strengthen oversight function on Directors.
 |
In 2001, the year when I became a director of SOFTBANK, the SOFTBANK Group started its ADSL business. In the 10 years since then, the Group's business has changed enormously with the acquisitions of JAPAN TELECOM (currently SOFTBANK TELECOM) in 2004 and Vodafone K.K.(currently SOFTBANK MOBILE) in 2006. I offer advice on the balance of risk and opportunity with respect to business expansion and acquisitions, based on the knowledge and experience I have gained managing UNIQLO and other FAST RETAILING business. FAST RETAILING views Asia as holding the greatest opportunities for growth of UNIQLO, and has adopted a strategy of stepping up investment in Asia that parallels that of SOFTBANK. While the manufacturing and retail business operates on a different model from the communications and Internet business, they share a focus on Asia, and it is from this perspective that I hope to contribute to the management of the SOFTBANK Group. Moreover, while there is a tendency for observers to see SOFTBANK's management as a one-man show run by Masayoshi Son, I have found that management decisions are made appropriately after proper deliberation, during which the external directors each make use of their varied knowledge and experience to offer advice. |
|---|---|
 |
Constant global-minded managementI served as an external director of SOFTBANK for three years from June 2001 to June 2004, and reassumed the position in June 2006. I have observed the investment banking market in the U.S. and in Asia for the last 30 years in my work with Goldman Sachs and affiliated companies. I utilize my knowledge of overseas management strategies and finance in making recommendations to SOFTBANK. In recent years one of the key management tasks has been to use cash flow generated by strong businesses to pay down debt. Another important activity right now is investing in information industry-related firms in Asia with the goal of producing strategic synergies. I will continue to support the SOFTBANK Group's growth and offer recommendations regarding financial and overseas management issues. |
 |
I am honored to join SOFTBANK's board. I am a first generation entrepreneur in India. I started my business career at the age of 18 and laid the foundation for Bharti Enterprises. Today Bharti is one of India's leading corporations. My early years were spent in Japan and some might say that I was trained there. The early training and discipline that I got from Japan gave me a head start in building India's iconic telecom company Bharti Airtel. Airtel currently is the 5th largest telecom operator in the world with over 223 million customers spread over 19 countries. As the telecom industry moves forward, it is making rapid strides into data space, and information is going to hold sway over the industry. It is in these exciting times that I have been given this opportunity to join SOFTBANK and be a part of this dynamic company. SOFTBANK has made a deep mark in the area of data communications and has clearly established itself as a leader in the future of the mobile Internet. I am, therefore, very pleased to join this board at a time when the telecom industry itself is going through a major paradigm shift towards the data age. I greatly appreciate your continued support to SOFTBANK. |
| Name | Reason for Appointment / Major Activities |
|---|---|
| Tadashi Yanai | Mr. Yanai was elected as an External Director to leverage his extensive knowledge and experience as a manager of companies such as FAST RETAILING CO., LTD. which carry out leading-edge management, to support the Company's business judgments and decision-making. Attended 19 out of 21 meetings of the Board of Directors held in FY2010. |
| Mark Schwartz | Mr. Schwartz was elected as an External Director to leverage his extensive knowledge and experience in overseas management strategies and in the financial sector to support the Company's business judgments and decision-making. Attended 19 out of 21 meetings of the Board of Directors held in FY2010. |
| Sunil Bharti Mittal*1 | Mr. Mittal was elected as an External Director to leverage his wide-ranging knowledge and extensive experience in global corporate management to support the Company's business judgment and decision-making. |
 |
In my experience as a CPA and tax accountant, I have found it important when auditing the operations of a company to evaluate its corporate governance and the status and operation of its internal control structures. I believe that the core of corporate governance at SOFTBANK is its Board of Directors. The nine directors who make up the Board of Directors of SOFTBANK, including CEO Son, are all possessed of an outstanding management sense and philosophy, and a strong awareness of how important it is to observe the law and uphold ethical principles. Deliberations at the Board of Directors meetings are earnest and engaged, and I believe that oversight functions for the Board of Directors are working properly. The audit system at SOFTBANK comprises the audits conducted by the corporate auditors, accounting audits conducted by the independent auditor, and internal audits conducted by the Internal Audit department, which specializes in performing internal audits independently of execution of duties. As part of the audit system, the corporate auditors receive regular reports from the Internal Audit Department, and the corporate auditors of SOFTBANK's subsidiaries also exchange opinions and consult with them as needed. The corporate auditors also meet regularly with the independent auditor to exchange opinions. |
|---|
| Name | Reason for Appointment / Major Activities |
|---|---|
| Soichiro Uno | Mr. Uno was elected so that his extensive knowledge and professional experience as a lawyer would make a contribution and that he would check if compliant procedures are followed so as to ensure the adequacy and legitimacy of decision-making. Attended 20 out of 21 meetings of the Board of Directors, 14 out of 14 meetings of the Board of Auditors held in FY2010. |
| Koichi Shibayama | Mr. Shibayama was elected so that his extensive knowledge and professional experience as a certified public accountant and a certified tax accountant would make a contribution and that he would check matters including the validity of execution of accounting and tax procedures so as to ensure the adequacy and legitimacy of decision-making. Attended 21 out of 21 meetings of the Board of Directors, 14 out of 14 meetings of the Board of Auditors held in FY2010. |
| Hidekazu Kubokawa | Mr. Kubokawa was elected so that his extensive knowledge and professional experience as a certified public accountant and a certified tax accountant would make a contribution and that he would check matters including the validity of execution of accounting and tax procedures so as to ensure the adequacy and legitimacy of decision-making. Attended 20 out of 21 meetings of the Board of Directors, 14 out of 14 meetings of the Board of Auditors held in FY2010. |
The total amount of remuneration for Directors and Corporate Auditors is determined within the aggregate amount resolved by the General Meeting of Shareholders. The total amount of remuneration for Directors is determined by a resolution of a Board of Directors meeting and that of Corporate Auditors is determined by deliberation of a Board of Auditors meeting. Pursuant to the resolution of the General Meeting of Shareholders on June 28, 1990, the annual aggregate remuneration paid to Directors and to Corporate Auditors shall not exceed 800 million yen and 80 million yen respectively.
| Classification | Total Remuneration Paid (Millions of yen) | Total Remuneration Paid by Type (Millions of yen) | Number of Officers Applicable | ||||
|---|---|---|---|---|---|---|---|
| Basic Remuneration | Stock Options | Bonus | Retirement Package | ||||
| Directors | 244 | 244 | — | — | — | 9 | |
| External Directors | 30 | 30 | — | — | — | 3 | |
| Corporate Auditors | 70 | 70 | — | — | — | 4 | |
| External Corporate Auditors | 29 | 29 | — | — | — | 3 | |
| Name (Classification) | Total Remuneration Paid (Millions of yen) | Company Name | Total Remuneration Paid by Type (Millions of yen) | |||
|---|---|---|---|---|---|---|
| Basic Remuneration | Stock Options | Bonus | Retirement Package | |||
| Masayoshi Son (Director) | 108 | SOFTBANK | 96 | — | — | — |
| SOFTBANK MOBILE | 12 | — | — | — | ||
| Ken Miyauchi (Director) | 128 | SOFTBANK MOBILE | 43 | — | 8 | — |
| SOFTBANK BB | 20 | — | 4 | — | ||
| SOFTBANK TELECOM | 43 | — | 8 | — | ||
| Kazuhiko Kasai (Director) | 108 | SOFTBANK | 108 | — | — | — |
| Masahiro Inoue (Director) | 158 | Yahoo Japan | 60 | 12 | 84 | — |
| Ronald D. Fisher (Director) | 102 | SOFTBANK Inc. | 85 | — | 17 | — |
Copyright © SOFTBANK CORP. All rights reserved.
