Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Governance
The Group is continuously strengthening its governance and enhancing effectivenessin order to achieve sustainable growth and further increase long-term corporate value.

P. 15 Corporate GovernanceP. 19 ComplianceP. 21 Initiatives for Taxation
P. 22 Risk Management
P. 24 Information Security

14

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Corporate Governance
Guided by the fundamental concepts of free, fair, and innovative, and our corporate philosophy of

to be followed by the directors, ofﬁcers, and employees of the Group, and works to continue strengthening

Information Revolution — Happiness for everyone, the Group aims to be a provider of essential technol-

governance. Further, we have formulated the SoftBank Group Sustainability Principles to set out mattersogies and services to people around the world while maximizing its corporate value.

necessary for the Group to appropriately carry out sustainability activities, and we will continue to meet

To realize this vision, we have formulated the SoftBank Group Charter to share our fundamental

the expectations of stakeholders, including shareholders and creditors, customers, business partners,

concept and corporate philosophy and have devised the Group Company Management Regulations of

employees, and local communities (governments, administrative agencies, regional communities, NPOs,

the SoftBank Group to set forth our management policy and management framework for GroupNGOs, etc.) and fulﬁll our responsibilities as a company leading the Information Revolution with the goalcompanies. We have also established the SoftBank Group Code of Conduct, which prescribes policies

of supporting a sustainable society.

Our path to strengthening governance
1994

Registered as an OTC stock with the Japan Securities Dealers Association

1995

Appointed the ﬁrst foreign national Board Director

1998

Listed on the First Section of the Tokyo Stock Exchange

1999

Invited a Board Director from outside the company (equivalent to a current External Board
Director); transitioned to a pure holding company

2002

External board directors system introduced in the Commercial Code (currently theCompanies Act) of Japan
Started livestreaming of earnings results brieﬁngs

2003

Started livestreaming of the Annual General Meeting of Shareholders

2006

Companies Act of Japan enacted

2012

Introduced a Corporate Ofﬁcer system

2015

Japan’s Corporate Governance Code entered into force

2019

Established the Group Risk and Compliance Committee

2020

Formulated the Portfolio Company Governance and Investment Guidelines Policy; increased
the number of External Board Directors; appointed the ﬁrst female Board Director; establishedthe Nominating & Compensation Committee and the Sustainability Committee; appointed a
CSusO*1 and CRO*2 ; revised the Board of Directors structure (separation of the management
decision-making function from the business execution function)

2021

2022

Added environmental and social items to the above policy; achieved a 55.6% external ratioof Board Directors and a 100% external ratio of Audit & Supervisory Board members
Transitioned from the First Section of the Tokyo Stock Exchange (TSE) to the Prime Marketof the TSE*1 Chief Sustainability Ofﬁcer*2 Chief Risk Ofﬁcer

Corporate governance system

External Board Director /External Audit & Supervisory Board member

Internal Board Director

General Meeting of Shareholders
Nominating & Compensation Committee
Ratio of External
Board Directors
2/3Elect / dismiss
members of Audit& Supervisory
Board

Elect / dismiss Board Directors

Elect / dismiss
Independent
AuditorRecommend

Separating
the management
decision-making
from the businessexecution

Board of Directors*3
Ratio of External
Board Directors*4
5/9
ReportReportReportReport
Audit

Audit &
Supervisory Board

Independent
Auditor

Brief

ReportCooperateElectmembers /delegate
partialauthorityElect
chairperson /delegate
partialauthority

Investment
Committee*6

Brand
Committee

Call /
report on
execution
situation

Supervise

Supervise /elect /
dismiss

SuperviseGroup Risk
Sustainability
andCompliance Committee
Committee

Representative
Director,
Corporate Officer,
Chairman & CEO
ReportCorporate Officers

Ratio of External
Audit & Supervisory
Board members*5
4/4

ReportBrief

Cooperate

Brief /
cooperate

Audit &
Supervisory
Board OfficeInternal Audit
Office*3 Special Directors are put in place in accordance with Paragraph 1, Article 373 of the Companies Act.
*4 Of the ﬁve External Board Directors, four are designated as Independent Ofﬁcers.
*5 Of the four External Audit & Supervisory Board members, three are designated as Independent Ofﬁcers.
*6 Supervisory Committee is put in place to supervise matters such as investments and loans of the certain subsidiaries.

15

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Status of the Board of Directors and its Members
SBG’s Board of Directors consists of individuals who provide a wealth of knowledge and experience in corporate management, legal affairs and governance, as well as bringing global perspective and other qualities.
Board Directors have also been selected in consideration of their nationality, ethnicity, gender or age. The Board Directors appointed in ﬁscal 2022 have a variety of skills and backgrounds, including one female
Director and two non-Japanese Directors, ensuring the diversity of the composition. Moreover, the Board’s supervisory function has been strengthened from having a majority of External Board Directors.

Masayoshi Son
Board Director, Corporate Ofﬁcer,
Senior Vice President, CFO & CISO

2 years*1

1,079

●

●

34 years
4 months

2,532

●

●

●

1 year

0.2

●

●

●

●

●

Diversity●

Technology

●

Law /
Governance

460,161(in thousands)
As of March 31,
2022

Finance /Accounting

40 years
9 months

less than one
year

Academic
background

Skill matrix
Banking /M&A

Representative Director,
Corporate Ofﬁcer, Chairman & CEO

Years in Number ofofficeshares held“—” indicatesin SBG

Corporate
management

Independent
Officers

Position / Name

External Board
Directors

Board Directors (as of June 24, 2022)

Major activities or reasons for appointment of External Board Directors●●

Yoshimitsu Goto

Board Director

Ken Miyauchi

Board Director

Kentaro Kawabe

External Board Director,
Independent Ofﬁcer●●

4 years

1●●

3 years—●●

1 year213

1 year———Major activities Makes remarks to supervise business judgments and decision-making based on his extensive
knowledge and broad experience in corporate management and governance. Also, as Chairperson of the Nominating& Compensation Committee, leads objective discussions from an independent standpoint and plays an important rolein consulting with the Board of Directors.

●

Masami Iijima
External Board Director,
Independent Ofﬁcer●●

Major activities Makes remarks to supervise business judgments and decision-making based on his extensive knowledge and broad experience of AI and other technologies as a leading expert in the ﬁeld, acquired through his engagement in
AI research over many years. Also, as a member of the Nominating & Compensation Committee, expresses objective
opinions from an independent standpoint and plays an important role in consulting with the Board of Directors.

●

Yutaka Matsuo
External Board Director,
Independent Ofﬁcer

●

●

●

Major activities Uses her extensive knowledge and experience in corporate management and technology, acquired
through her career as corporate manager and ﬁnance manager of a global digital entertainment company, to provide
oversight and recommendations that contribute to SBG’s management and decision-making process.

●

Major activities Uses his extensive knowledge and experience in corporate M&A and strategic alliances, acquired
through his career as an attorney at an international law ﬁrm, to provide oversight and recommendations that contribute to SBG’s management and decision-making process.

●Reasons for appointment Has extensive knowledge and experience in investment, corporate management and technology, having worked for global IT companies and consulting ﬁrms, including a position as co-founder and general partner of aventure capital fund. SBG appointed Mr. Chao as External Board Director in June 2022 with the expectation that he would
use his wealth of knowledge and experience to supervise and give advice for the further growth of the Group.

Keiko Erikawa

External Board Director

Kenneth A. Siegel

External Board Director,
Independent Ofﬁcer

David Chao

●

●

●

●

●

●

●

*1 Mr. Yoshimitsu Goto has been a Board Director for 2 years since June 2020 but has served as Board Director for a total of 3 years, including one year as Board Director from June 2014.

16

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Status of the Audit & Supervisory Board and its Members
SBG’s Audit & Supervisory Board comprises External Audit & Supervisory Board members who are highly specialized and knowledgeable, particularly in ﬁnance/accounting and law/governance. By attending Boardof Directors meetings, the Audit & Supervisory Board members monitor and verify the status of the Board of Director’s decision making and the status of the execution of the Board of Directors’ obligation to supervise
each director. In addition, to audit the Board Directors’ execution of duties, the Audit & Supervisory Board regularly receives reports from directors, employees, auditors of major subsidiaries, and other relevant parties
and holds hearings as necessary.
Audit & Supervisory Board Members (as of June 24, 2022)

7 years

—

●

●

●

●

1 year—●●Makes remarks based on his extensive knowledge and experience, acquired through his career as head of risk
management at a ﬁnancial institution.

18 years—●●

Makes remarks based on his extensive knowledge and experience as a lawyer.

1 year—●Makes remarks based on his extensive knowledge and experience as a Certiﬁed Public Accountant, State ofCalifornia, U.S.

Maurice Atsushi Toyama
Full-time External Audit & Supervisory
Board Member, Independent Ofﬁcer

Yuji Nakata
External Audit & Supervisory
Board Member●

Major activities of External Audit & Supervisory Board Members

Diversity

Academic
background

Finance /Accounting●

Technology

Banking /M&A●(in thousands)
As of March 31,
2022

Law /
Governanceless than one
year

Corporate
management

Independent
Officers

Full-time External Audit & Supervisory
Board Member, Independent Ofﬁcer

Skill matrix

External Audit &Supervisory Board
Members

Position / Name

Years in Number ofofficeshares held“—” indicatesin SBG

Soichiro Uno
External Audit & Supervisory
Board Member, Independent Ofﬁcer

●

●

●

Makes remarks based on his extensive knowledge and experience as a Certiﬁed Public Accountant.

Keiichi Otsuka

Committees
As part of its efforts to strengthen corporate governance, SBG has
established various committees.
Each of the respective committees discusses important issues andpromotion policies, thereby building a system that ensures appropriate
management decisions without compromising the efﬁciency of the Boardof Directors. The committees include: the Nominating & Compensation
Committee, which deliberates and submits its opinions to the Board of
Directors regarding policies related to the election, dismissal, evaluationand compensation of the Board Directors; the Investment Committee,
which makes decisions on investments, loans, and borrowings; theBrand Committee, which is responsible for decision-making and management of matters related to the SoftBank brand; the Group Risk andCompliance Committee (GRCC); and the Sustainability Committee.

Name ofcommittee
Nominating &Compensation
Committee
Investment
Committee

Chairperson

Masami Iijima
External Board Director,
Independent Ofﬁcer—

Yoshimitsu Goto
Brand
Committee

Board Director, Corporate Ofﬁcer,
Senior Vice President, CFO & CISO
Head of Finance Unit
Head of Administration Unit

Group Risk and
Tim Mackey
ComplianceCorporate Ofﬁcer, CLO & GCO
Committee
Head of Legal Unit
(GRCC)
Sustainability
Committee

Yotaro AgariCSusO
Head of Investor Relations Department
Head of Sustainability Department* As of June 24, 2022.

Main roles

Number of members & composition

Deliberates on Board Director election and dismissal
criteria, candidate proposals, individual remuneration,and policies, etc. related to evaluation and remuneration,and makes recommendations to the Board of Directors

1 chairperson
2 members (including 2 External Board Directors out of
total 3 members)

Resolves matters stipulated in the Regulations of theInvestment Committee, including investment, loans,and borrowings under a certain amount3 members

Decides matters stipulated in the Regulations of theBrand Committee, including management and licensing of the SoftBank brand1 chairperson
4 members (Corporate Ofﬁcer, Senior Vice President /head of CLO Ofﬁce / head of the Corporate
Communications Ofﬁce / head of the General
Administration Department)

Deliberates on policies, promotion systems and statusof risk management and compliance activities of theGroup, and other matters deemed necessary by thecommittee chairperson or members

1 chairperson
2 members (Board Director, Corporate Ofﬁcer, SeniorVice President / Corporate Ofﬁcer, Senior Vice President)

1 chairperson
Deliberates over important issues, promotion policies, 3 members (Board Director, Corporate Ofﬁcer, Senior
and related issues regarding sustainability at the Group Vice President, CFO & CISO / Corporate Ofﬁcer, SeniorVice President / Corporate Ofﬁcer, CLO & GCO)

17

Introduction

Our Sustainability

Governance

Executive Compensation System
Overview of the Executive Compensation System
The executive compensation policy of SBG is decided by resolution of the Board of Directors, accounting
for the societal and relative status of each ofﬁcer and the degree of his/her contribution to SBG, whilereferring to the results of compensation surveys conducted by professional organizations, to ensure thatcompensation levels are competitive enough to attract global talent who share the same aspirations. The
individual amount of compensation is determined pursuant to the procedure described below in “Organization
and Procedures for Deciding Executive Compensation.” For Board Directors whose main duties are as ofﬁcersof subsidiaries and Group companies, compensation is determined by the compensation policy of eachcompany, based on the Cluster of No. 1 Strategy, and such compensation is paid by subsidiaries andGroup companies. Compensation for External Board Directors and Audit & Supervisory Board members
consists exclusively of ﬁxed compensation, because they are independent of business execution.

SocialEnvironment

Corporate Information

The compensation of the Board Directors for ﬁscal 2021 has been decided by Masayoshi Son(Representative Director, Corporate Ofﬁcer, Chairman & CEO), based on the contents of discussions by
the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of
Directors, within the range of authority entrusted to him by resolution of the Board of Directors. The
SBG’s Nominating & Compensation Committee shall review proposed compensation from multiple viewpoints, including consistency with its compensation policy for ensuring further rationality and reasonableness,and report back to the Board of Directors on its deliberation details. The Board of Directors reconﬁrms
that the deliberations are in line with its compensation policy.
To ensure independence, compensation for Audit & Supervisory Board members for ﬁscal 2021 wasdecided through consultation among the Audit & Supervisory Board members after the conclusion of theAnnual General Meeting of Shareholders in June 2021.

Evaluation of the Effectiveness of the Board of Directors
Organization and Procedures for Deciding Executive Compensation
Executive compensation is paid within the range of the aggregate amount of compensation approved by
the resolution of the General Meeting of Shareholders, subject to conﬁrmation that it is in line with theabove “Overview of the Executive Compensation System” and both rational and reasonable.
Regarding the range of the aggregate amount of compensation, the monetary compensation and thestock compensation paid to Board Directors were resolved at an amount not exceeding ¥5 billion peryear, respectively, at the 38th Annual General Meeting of Shareholders held on June 20, 2018, and SBG
was served by 12 Board Directors (including three External Directors) at the time of the resolution. The
compensation paid to Audit & Supervisory Board members was resolved at an amount not exceeding¥160 million per year at the 41st Annual General Meeting of Shareholders held on June 23, 2021, and
SBG was served by four Audit & Supervisory Board members (including four External Audit & Supervisory
Board members) at the time of the resolution.
Components of executive compensation
Component

Details

Fixedcompensation• An annual amount is set on an individual basis and paid in ﬁxed monthly cash
Basic
installments.
compen- • Amount of compensation is decided on an individual basis, taking into considsation
eration whether ofﬁcers are full-time or part-time, as well as their positions andthe duties they are in charge of.

Cash
AggregatebonusesCompensationfor Board
PerformanceDirectors*1
based
compensaSharetion*2
based
payment

SBG conducts annual evaluations of the effectiveness of the Board of Directors. Most recently, from
November 2021 to April 2022, SBG had an independent organization conduct a questionnaire and interviews with its Representative Director, Corporate Ofﬁcer, Chairman & CEO, several Board Directors andExternal Board Directors and all of the Audit & Supervisory Board members from the perspective of thecomposition, operation and support systems of the Board of Directors, and conducted an evaluation of theeffectiveness of the Board based on the results of the questionnaire and interviews. As a result of the evaluation, it was conﬁrmed that, among the issues pointed out in the ﬁscal 2020 evaluation, the supervisorysystem for conﬂicts of interest, in particular, has been strengthened. Meanwhile, in the questionnaire andinterviews, the need to improve the effectiveness of the Nominating & Compensation Committee and to
examine how to discuss sustainability were noted as particularly important roles that the Board of
Directors of SBG should fulﬁll. It was also pointed out that the Board needs to devise ways to ensure
sufﬁcient time for discussion at meetings.
The results of the evaluation were reported at the Board of Directors meeting held in April 2022, andthe Board has conﬁrmed that it will make improvements with regard to the indicated issues.

Overview

Incentive for short-term performance• Cash bonuses are paid every ﬁscal year as compensation for the execution ofduties while in ofﬁce.
Incentive to improve corporate value over the medium to long term
• Stock options using stock acquisition rights are provided with the aim toencourage executives to make continuous management effort, while sharing
mutual interest with shareholders through increases in share prices.
• The content of stock acquisition rights includes normal stock options (with theexercise price calculated based on the market price at the time of allotment) andshare-based stock options (with an exercise price of ¥1). The exercisable period
will be set within a range of 10 years from the day following their allotment date.

*1 Excludes compensation for External Board Directors.
*2 The amount of cash bonuses and the number of stock acquisition rights allotted as stock compensation are decided based on multiple performance indicators for adequately rewarding the results achieved through business activities. Speciﬁcally, it is decided on an individual basis andshall take into consideration individual performance based on each ofﬁcer’s ability and achievements, as well as company performance including
consolidated ﬁnancial results, the stock price, and NAV (Net Asset Value).

Approach and Policies on Group Management
SBG is working to increase NAV (Net Asset Value)*3 while building a corporate group that engages in awide range of businesses in the information and technology sectors through direct investments,*4 including those in Group companies, and investments in investment funds.*5 In this process, each portfolio
company will seek self-sustained growth, while SBG, as a strategic investment holding company, will
support them in increasing their corporate value by leveraging the Group network to promote collaboration among the portfolio companies.
Furthermore, SBG will conﬁrm, or make reasonable efforts to ensure, that each portfolio company operates
under standards of environmental, social, and corporate governance that are substantially equivalent tothe standards set forth in the Portfolio Company Governance and Investment Guidelines Policy.

*3 NAV = Equity value of holdings - Net debt.
*4 Including investments made through subsidiaries.
*5 SoftBank Vision Funds, etc.

18

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Compliance
The Group believes that it is essential that we conduct our business according to the highest ethicalGroup Compliance Structure

standards, not just in compliance with the law. All business activities are based on a relationship of trust

In order to concentrate authority over compliance and address issues quickly, SBG designated thewith society, and any act that violates this trust could threaten the business continuity. Based on thisGroup Compliance Ofﬁcer (GCO) as the ofﬁcer responsible for compliance across the entire Group, andidea, we place great importance on being an organization where each employee has a high regard forappointed Tim Mackey, who serves as Corporate Ofﬁcer, CLO, and head of Legal Unit. Each Group

ethics in their daily work and the commitment to always act with integrity.

company has also appointed a Chief Compliance Ofﬁcer (CCO) who is responsible for compliance. The
GCO and the CCOs of each Group company are responsible for planning and executing the necessary

SoftBank Group Code of Conduct

initiatives for the establishment and strengthening of the compliance structure to engage in corporate

As a strategic holding company, SBG established the SoftBank Group Code ofactivities that adhere to high ethical standards, working in cooperation with compliance chiefs who

Conduct to further reinforce the entire Group’s ethics and compliance structure.

undertake monitoring and education of each department in day-to-day operations. In addition, by shar-

The SoftBank Group Code of Conduct applies to everyone at the Group—theing information on a regular basis at the CCO meeting, the GCO and CCOs work to identify and resolveGroup’s directors, ofﬁcers, and employees in every country, region, businesscompliance-related issues while promoting initiatives to raise compliance awareness throughout the Group.

unit and department. The SoftBank Group Code of Conduct sets out our ﬁve
commitments, namely, our commitments to integrity and respect; being cus-

Group compliance structure

tomer driven; transparency and robustness; diversity, inclusiveness and an
Board of Directors of SoftBank Group Corp.

engaging environment; and fair business practices. It also stipulates action
statements, which provide direction in conducting business ethically, regarding
the ﬁve commitments.
See our website for further details.

Oversee

UpdateGroup Risk and Compliance Committee of
SoftBank Group Corp. (GRCC)

Appoint

ReportUpdateOversee

Report /consult

Group Compliance Officer (GCO)

Supplier Code of Conduct

Oversee

The Group conducts business in various areas and sectors across the globe and has built a diverse sup-Report / assist

Group Compliance Officeply chain. We place importance on sustainability in these supply chains and believe that it is essential not
only the Group to comply with laws, but also to ensure that suppliers conduct business based on highethical standards. Therefore, SBG has formulated the Supplier Code of Conduct in May 2021, whichsets forth the items that we expect our suppliers to comply with, and requires them to work in accordance with the ethical standards in each ﬁeld of Environment, Labor, Health and safety, and Fair business. At the same time, SBG explicitly includes compliance with the Supplier Code of Conduct as arequirement in contracts upon commencement of business with suppliers.

Direct / advise / guide

ReportChief Compliance Officer (CCO) of
SoftBank Group Corp.
Report / consult

Staff of SoftBank Group Corp.

Direct / advise / guide
Coordinate

ReportChief Compliance Officers (CCO) of
subsidiaries
Report / consult

Staff of subsidiaries

See our website for the full text of our Supplier Code of Conduct.

19

Introduction

Our Sustainability

Governance

Ethics and Compliance Program

SocialEnvironment

Corporate Information

Under the new Group policy, while respecting the independence of each Group company as required

The Group’s ethics and compliance program encompasses a wide range of activities, including the for-for regulatory reasons, we have established an organization to centrally manage insider information andmulation of the Code of Conduct and other internal regulations related to compliance; education andinvestment conﬂicts, and have implemented a Group-wide management system to further reinforce ourawareness-raising programs; addressing whistleblowing and misconducts; and risk assessment.

structure for managing insider information.

Through these activities, we monitor and mitigate such compliance-related risks as insider trading,
conﬂicts of interest, bribery and the management of conﬁdential information. In recent years, we haveGroup Policies

reinforced our management frameworks, especially preventing insider trading and addressing conﬂicts of

SBG has established minimum requirements, referred to as the SoftBank Group Policies, which eachinterest, with the introduction of Group-wide rules and systems as part of our internal control efforts inGroup company must comply with in high-risk compliance areas. The SoftBank Group Policies coverthese areas.

anti-corruption, competition law, conﬂicts of interest, management of investment conﬂicts, governance

SBG has established the Group Risk

Structure of SBG’s ethics and compliance programof portfolio companies, insider trading, economic sanctions, risk management, information security,

and Compliance Committee (GRCC) to

Oversight of program

oversee Group-wide risk management,· Leadership· Governance

The Board of Directors and GRCC
oversee the Group’s overall ethics
and compliance program

as well as the ethics and complianceprogram. Comprising SBG Board
Directors and Corporate Ofﬁcers, theRisk assessment

ple to oversee the Group-wide ethics∙ Group-wide assessment∙ Oversee risk mitigations

related material issues and implementation policy based on reports about

Regular assessment ofGroup-wide compliance risks
and formulation of mitigation
measuresprogram plans and progress. In accordance with the Board of Directors
Regulations, the matters discussed by
the GRCC are regularly reported to theBoard of Directors and subject toits oversight.

Ethics & Compliance Helpline
The Group believes that creating a proper environment, in which employees feel safe to report/seek consultation on compliance-related problems and concerns, is a key to maintaining an ethical workplace. All Group

GRCC meets once a quarter in princiand compliance program and discuss

privacy, brand management, human rights, the environment, and taxes.*1

Standards and controls∙ Code of Conduct∙ Group policies∙ Controls

directors, ofﬁcers, and employees have access to multiple channels to report/seek consultation on problems and concerns. In addition to helplines at each Group company, the SoftBank Group Ethics & ComplianceHelpline has been established by SBG as a secondary channel for all directors, ofﬁcers, and employees at

Establishment of a Code of
Conduct and internal regulations toensure that SBG’s Board Directors,ofﬁcers and employees comply withethical standards

Helpline, especially for situations that may have a serious adverse effect on the entire Group. Within theextent permitted by applicable laws, the SoftBank Group Ethics & Compliance Helpline can be used anony-Group companies. Any directors, ofﬁcers, and employees who may be uncomfortable using their company’s
helpline may report/seek consultation on their concerns via the SoftBank Group Ethics & Compliance

Monitoring and review

Training and awareness∙ Ethics & Compliance Helpline∙ Employee surveys∙ Internal audits∙ E-learning∙ Face-to-face training∙ Regular communications

mously. Through the SoftBank Group Ethics & Compliance Helpline, directors, ofﬁcers, and employees can

Monitoring and review of theeffectiveness of the ethics andcompliance program, based on
the operational status of the
Ethics & Compliance Helplineand employee surveys

Periodic training and communications via e-mails and other tools
using familiar examples to build
better understanding andawareness of complianceamong employees

ing fraud, human rights infringement and harassment, any form of corruption (misappropriation, bribery,report/seek consultation on compliance issues and concerns in the workplace, such as ﬁnancial and accountetc.), conﬂicts of interest, and insider trading. The Group conducts timely and appropriate investigations ofwhistleblowing cases, veriﬁes the facts, and takes corrective and relief measures as necessary, disclosing
and reporting matters as appropriate. We have no tolerance for any form of retaliation against directors, ofﬁcers
or employees who raise genuine concerns or participate in an investigation, nor do we tolerate retaliation

Initiatives to Prevent Insider Trading

against directors, ofﬁcers or employees who refuse to participate in misconduct.

The Group has long had in place an appropriate framework to prevent insider trading as a publicly listedcompany. In recent years, we have strengthened our internal control system to more robustly address
the regulatory and reputational risks associated with active investments. Speciﬁcally, to centrally manage
the Group’s risks related to insider trading and conﬂicts of interest, we established a new Group policyon the management of investment conﬂicts between Group companies and insider information related toinvestment and trading activities. The new policy supplements the existing Group policy on insider

The SoftBank Group Ethics & Compliance Helpline is available to the Group directors, ofﬁcers,
employees, and external third parties. If you discover acts on the part of the Group or its directors,ofﬁcers, and employees that violate laws or ethics or that might lead to such violations, please use thefollowing link to report the issue or seek consultation.
Click here to report/seek consultation with the SoftBank Group Ethics & Compliance Helpline.

trading prevention.
*1 As of July 31, 2022.

20

Introduction

Our Sustainability

Governance

Educational/Awareness Programs

SocialEnvironment

Corporate Information

Anti-corruption Initiatives

The Group conducts training and compliance awareness-raising activities to ensure that directors, ofﬁ-

Under the supervision of the Board of Directors, SBG promises in its Anticorruption Policy to conduct

cers, and employees recognize high-risk compliance areas and have the information they need to makebusiness ethically, to be intolerant of any form of bribery and corruption, and to comply with all applica-

the right choices. In addition, based on the results of risk assessments, we provide training to directors,

ble laws prohibiting bribery and corruption hereinafter “laws and regulations related to anti-corruption.”ofﬁcers, and employees regarding risk areas, such as insider trading and conﬂicts of interest. SBG con-Also, we ensure that all Group employees are fully aware of and observe the Anticorruption Policy toducts annual training based on the SoftBank Group Code of Conduct for its ofﬁcers and employees toprevent corruption in any form which would constitute an ethics and compliance violation by the Group.

deepen their understanding and ensure thorough compliance with the Code of Conduct. Furthermore,

Furthermore, we ask for the cooperation of our suppliers to prevent corruption through our Supplier

we have introduced a global training system and provide training on the SoftBank Group Code of

Code of Conduct. Each Group company sets internal rules and procedures to efﬁciently reﬂect theConduct and focus on certain high-risk areas for Group companies in Japan and overseas. As one

Anticorruption Policy into the business process, considering laws and regulations related to anti-corruption.

example of our compliance awareness-raising activities, SBG and its major subsidiaries in Japan andWhen SBG conducts transactions with a third party, in addition to corruption prevention measures, weoverseas hold a Compliance Awareness Month annually. During Compliance Awareness Month, we con-conﬁrm in advance whether there are any conﬂicts of interest with the business partner and whether theduct a variety of initiatives to enhance compliance awareness, including an employee survey that mea-

business partner is classiﬁed as a party subject to economic sanctions or anti-social forces.

sures compliance awareness and compliance-related training. Moreover, we periodically deliver animatedWhen SBG or its subsidiaries make a new direct investment, we also seek to understand the risks

videos with newsletters, featuring everyday compliance issues to provide opportunities for the Group’s

related to compliance and internal controls by conducting due diligence not only on the business of thedirectors, ofﬁcers, and employees to learn about ethical behavior. In addition, the management andinvestee but also on the status of legal compliance as part of the investment decision-making process.

GCO deliver messages for employees regarding compliance based on the results of the employee
survey.

Initiatives for Taxation

Training and awareness-raising activities conducted in fiscal 2021

Training• Training on the SoftBank Group Codeof Conduct• Training on power harassment• Training on anti-corruption• Training on insider trading and conﬂicts
of interest

Distributing
newsletters /animated videos• Helpline investigation process• Unconscious bias
• How to show your identity on social media• Protecting company assets

Other• Compliance Awareness Month– Employee survey– Photo hunt

See our website for the full text of our Anticorruption Policy.

Tax Policy Disclosure
In July 2022, SBG established and disclosed its Tax Policy, which sets out the principles concerning tax
affairs to be observed by the Group when conducting business activities. The policy stipulates theGroup's system for the execution of operations and risk management related to tax affairs, complianceTop screen of intranet site,
Compliance Awareness Month 2021

with all relevant tax-related laws and ordinances when conducting business activities, endeavor toensure appropriate payment of taxes and optimization of tax costs, and establishing favorable relationships with tax authorities. The Group will continue to conduct its business activities in accordance withthe laws and ordinances of each country and fulﬁll its tax obligations appropriately, thereby contributing
to the economic and social development of the countries in which we operate.
See our website for the full text of our Tax Policy.

Compliance awareness e-learning

21

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Risk Management
Risk management, which protects the interests of stakeholders and mitigates factors that impede

SBG’s Risk Management Ofﬁce reports identiﬁed risks that are material to the Group and theirsustainable corporate growth, is essential to a company. There are a wide variety of risks to be managed

countermeasures to SBG’s Board of Directors and the Group Risk and Compliance Committee (GRCC)

by the Group, which operates its business globally. To address these risks, we comprehensively assesson a quarterly basis. Accordingly, both governance bodies supervise the Risk Management Ofﬁce. The

diverse risks based on the information we collect, examine countermeasures, and monitor the effective-

GRCC consists of Board Directors and Corporate Ofﬁcers of SBG and works to enhance the risk man-ness of those.

agement system across the Group.

Risk Management System

Risk Management Initiatives

SBG established the Chief Risk Ofﬁcer (CRO) function to be responsible for managing Group-wide risks.

The Risk Management Ofﬁce of SBG works to strengthen risk management activities by identifying andCRO is appointed by SBG’s Board of Directors. Supervised by the CRO, the Risk Management Ofﬁce of

responding to risks, with the aim of mitigating factors that obstruct the sustainable growth of the entire Group.

SBG spearheads Group-wide risk management activities.
To ensure a Group-wide understanding of the purpose of risk management and to clarify the basic

Risk Identiﬁcation

roles of ofﬁcers, employees, and risk managers, SBG established the Risk Management Policy, which

The Risk Management Ofﬁce is pursuing the following initiatives to gain a comprehensive understanding

applies to all ofﬁcers and employees of SBG and the Group companies ensuring their active involvementof the various risks facing the entire Group.

in risk management activities. In accordance with the Risk Management Regulations and Group
Company Management Regulations of the SoftBank Group, which are set under the Risk Management

Prior confirmation of important agenda items

Policy, SBG and the Group companies

When important matters are to be resolved by SBG’s Board of Directors and other committees, the Risk

appoint risk managers. The risk managers
are responsible for identifying and address-

Risk management system

Management Ofﬁce conﬁrms the agenda items in advance and consults with the relevant departments

Board of Directors of SoftBank Group Corp.

ing risks that might arise during businessSupervise

Reportif necessary. It also ensures that risk-related information that needs to be considered is reﬂected in
the agenda.

activities. SBG’s Risk Management Ofﬁce
ensures the effectiveness of Group-wide

Appoint /supervise

Reportrisk management by receiving reports on

Group Risk and Compliance
Committee of SoftBank
Group Corp. (GRCC)
Supervise

Reportand conﬁrming proper compliance withboth sets of regulations. The policy andManage /assistReport /cooperate

Each department of
SoftBank Group Corp.

Manage /assistchanges in the external environment such as economic and monetary policies and other political conditions. We also monitor the concentration of investments in speciﬁc countries, regions, and sectors.

Chief Risk Officer (CRO)
Risk Management Officeregulations are periodically reviewed andand other committees.

The Risk Management Ofﬁce performs risk analysis over the entire Group’s investment portfolio from various perspectives. For example, we monitor the impacts on SBG’s ﬁnancial ratios that are caused byimportant matters from the risk managers

approved by the Board of Directors of SBG

Portfolio risk analysis

Report /cooperate

Risk managers of eachGroup company

Collection of risk-related information from each Group company and department
The Risk Management Ofﬁce gathers information on various risks from the major Group companies andeach department of SBG. When the risks materialize, the relevant Group companies and departments of
SBG escalate the issue to the Risk Management Ofﬁce in a timely manner.

22

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Responding to Risks
Based on the information gathered through “Risk identiﬁcation” on page 22, the Risk Management Ofﬁce identiﬁes material risks at the Group level by analyzing and assessing the impact and likelihood of each risk
arising. Material risks are reported to and discussed by SBG’s Board of Directors and the GRCC. Based on the results of those discussions, the Risk Management Ofﬁce considers countermeasures and monitors thesituation to conﬁrm the effectiveness of those countermeasures.

Major Risks Surrounding SBG and Our Responses
Financial Risks
SBG mainly invests in companies that operate diverse businesses in information and technology ﬁelds utilizing

Major risks

Response status

artiﬁcial intelligence (AI) through SoftBank Vision Funds, SoftBank Latin America Funds and other vehicles. In

Large-scale market volatility

Stress test analysis

Concentration risks

Continually monitoring the degree of concentration in speciﬁccountries, regions, and sectors

Management succession plans

Continual discussion at the Nominating & Compensation
Committee regarding the succession plan for Masayoshi Son
Chairman & CEO

Delay in ESG responses

Discussions on material ESG issues led by the Sustainability
Committee and the Board of Directors to reﬂect in various policies
and measures

Information security risks

Under the guidance of the Chief Information Security Ofﬁcer(CISO), identifying vulnerabilities and risks that threaten data
security and implementing measures to defend organizational,
physical, technical, and human data security

order to sustain stable ﬁnancial operations, we strive to adhere to the ﬁnancial policy which is to maintain funds
covering bond redemptions for the next two years and manage loan-to-value (LTV) *1 below 25%. However,
SBG’s ability to adhere to its ﬁnancial policy may be threatened in the event of an unprecedented situation,such as a ﬁnancial crisis or a sudden deterioration in the business of portfolio companies. In preparation forsuch drastic changes in the external environment, we conduct stress tests based on assumptions oflarge-scale market ﬂuctuations, continuously monitor the concentration of investments in speciﬁc countries,
regions and sectors, and systematically report the results of monitoring to senior management.
Non-ﬁnancial Risks
The Risk Management Ofﬁce also focuses on understanding major non-ﬁnancial risks and the status of
responses to these risks through regular updates from each department of SBG and major Group companies.
We hold discussions with related parties on a variety of risks, including ESG responses, such as climate change and human rights, as well as succession plans and information security. We assess themateriality of each non-ﬁnancial risk from the entire Group’s perspective and have a system in place to report to senior management on risks and measures that should be closely monitored by the entire Group.

Formulation and Execution of Business Continuity Plans (BCPs)
Amid recent world events, such as the COVID-19 pandemic and Russian invasion of Ukraine, a greater emphasis is being placed on companies formulating and executing appropriate business continuity plans(BCPs). SBG formulates BCPs for situations that could have a material impact on management and business activities, such as natural disasters like earthquakes or tsunami, diseases that can cause pandemics,
human-made disasters like terrorism and conﬂicts, and accidents, followed by regular reviews and updates. In addition, we put together regulations and manuals for emergency situations. In the event of an actual or forecast disaster, a Disaster Response Ofﬁce will be established in line with the Disaster Management Regulations as we will strive to swiftly gain control of the situation.
For SBG employees, we raise awareness through regular drills and communications to be prepared for emergency situations. In addition, we also make efforts such as to set up environments where employees can work without coming into the ofﬁce during an emergency and to deploy safety conﬁrmation systems during crises. From the perspective of protecting information assets, we take measures to upgrade
infrastructure for disaster prevention and back up data into remote locations as we strive to manage business continuity in the face of emergency.
*1 An index calculated as net debt divided by the equity value of holdings of SBG.

23

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Information Security
As the use of digital technology expands across all ﬁelds, convenience and efﬁciency in our daily lives

Risk Management

and business are increasing. At the same time, new risks are emerging as threats, including cyberat-

SBG has established and implemented a risk management process to identify and manage risks related

tacks are becoming more sophisticated and complex. As a leader in the Information Revolution, theto information security. For identiﬁed material risks, we analyze the causes and their impacts, examineGroup will establish and maintain strong information security within the Group during the development ofresponse policies, and encourage the Groupa wide range of businesses. The Group will identify and manage information security risks surrounding

companies to implement risk countermeasures.

the Group and take appropriate measures.

In addition, in order to identify potential risks at

Risk management process
SoftBank Group Corp.

an early stage and prevent them from materializ-

Principles for Information Security

Assessment

ing, we collect information on threats and vulner-

As its principles governing information security and privacy protection, SBG has established theabilities relating to the infringement of information

Information Security Policy and the Privacy Policy. To ensure information security for the entire Group,

assets across the Group and share this informa-compliance with both policies is required of not only the Group and its directors, ofﬁcers, and employ-tion with Group companies. By monitoring theees, but also by third parties who conduct business on behalf of each Group companies, such as sup-implementation of risk measures by the Grouppliers and contractors.

companies, evaluating their effectiveness andMonitoring

Group companies

making improvements, we prevent the occurSee our website for the full text of our Information Security Policy.

rence of unexpected incidents and minimize their

See our website for the full text of our Privacy Policy.

Assessment

impact throughout the Group.
Monitoring

Information Security Governance Structure
SBG has set up an information security governance

Information security governance structure

structure to not only implement information security at SBG,
but manage and oversee information security at Group

PolicyPolicyExecutionof control

Board of Directors of
SoftBank Group Corp.

companies. In the event of a serious information security
incident involving SBG or a Group company, the department
in charge quickly implements appropriate response andChief Information Security
Officer (CISO)

recovery procedures under the control of the Chief Information
Security Ofﬁcer (CISO), Yoshimitsu Goto, who is also an SBG
Board Director. To prevent recurrences, we analyze the caus-

Group Information Security Committee

One of the strengths of the Group is that it has a wide variety of Group companies and portfolio
companies that operate globally. By regularly sharing information on security threats and counter-

es of information security incidents to identify future issues

measures among Group companies, we not only always keep abreast of the latest information ofand reﬂect our ﬁndings in our information security strategy
and improvements to security-related education for

Cooperation with Group Companies and Portfolio Companies

CISOs of each Group company

security measures, but also quickly introduce advanced services and systems developed by eachcompany or portfolio company to maintain a secure work environment as a Group.

directors, ofﬁcers, and employees.

24Introduction

Our Sustainability

GovernanceSocialInformation Security Measures

Environment

Corporate Information

Technical Measures

To protect its important information assets, the GroupThe Group has implemented technical measures to defend against such threats as increasingly sophisti-

implements measures from the following perspectives:cated and complex cyberattacks and internal misconduct. To respond to current trends, such as the use

Organizational measures

operational convenience and security. This network architecture is based on a Zero Trust approach,to prevent the physical destruction or unauthorized
removal of information assets; “technical measures”
to prevent threats such as cyberattacks and internal
fraud; and “personnel measures” to improve theinformation security awareness and capabilities ofImportant
information
assetsPhysical measuresof cloud computing and work-style reforms, SBG has adopted a network architecture that combines

control throughout the organization; “physical measures”
Technical measures“Organizational measures” to ensure appropriate

directors, ofﬁcers, and employees and outsourced
workers. We also continually evaluate and review

where access is allowed only when trust can be veriﬁed, achieving robust security that is independent of
the operating environment. In addition to threat analysis by a third-party organization and 24/7 security
monitoring by the Security Operation Center, regular penetration tests are conducted to analyze andaddress system vulnerabilities and thereby prevent risks from materializing. Furthermore, to prevent
internal misconduct, we conduct behavioral analysis using operation records of information systems forofﬁcers, employees, and outsourced workers to detect high-risk behavior and take countermeasures. In

Personnel measuresﬁscal 2021, in addition to the above measures, as part of countermeasures to increasingly prevalent

information security measures to ensure that they aremalware,*1 we prohibited the sending and receiving of password-protected compressed ﬁles by email

effective and reliable based on changes in the internaland built systems for recovering data when such incidents as malware infection occur, advancing efforts toand external environment.

create a secure environment in line with current conditions.

Organizational Measures
To promote information security, SBG has developed various regulations based on its Information

The SoftBank Group’s Security Framework

Security Policy, which is the Group’s highest document of rules related to information security systems.
All Group directors, ofﬁcers, and employees are required to comply with these rules and regulations. In

Due in part to recent international conditions, the threat of cyberattacks has been growing world-

addition, we have prepared a Group Information Security Governance Policy based on the Informationwide, resulting in numerous cases in which companies have been targeted and seriously harmed.

Security Policy, which stipulates rules to be observed by the Group companies, their directors, ofﬁcers,

SBG implements annual information security assessments, as well as cyber risk evaluations to all

and employees. The Group companies have developed various regulations in accordance with thisGroup companies based on observational data acquired over the Internet. Group companies

policy, which are managed as described under “Information Security Governance Structure” on page 24.

deemed to present high information security risk as a result of these assessments are directed totake countermeasures, submitting reports on the progress of such countermeasures.

Physical Measures
The Group has set up security areas and implemented access control using facial recognition, in
addition to the use of surveillance cameras and security checks by security personnel, to prevent
unauthorized intrusion into Group facilities and the physical destruction or unauthorized removal of

Furthermore, we continually monitor for leaks of Group information assets to ordinary Internet
sites and the dark web,*2 as well as the trading of information that could lead to cyberattacks orother security incidents. When signs of cybersecurity risk are detected, we swiftly implement
countermeasures.

information assets.

*1 A general term for malicious programs or software, including computer viruses and ransomware.
*2 Internet content built on specialized, highly anonymous networks that are not accessible from ordinary Internet browsers.

25

Introduction

Our Sustainability

GovernanceSocialEnvironment

Corporate Information

Use of Cybersecurity Risk Management Framework

Personnel Measures
The Group continuously educates its directors, ofﬁcers, and employees as well as outsourced workers

SBG implements measures to address growing cybersecurity risks as part of its information security

to improve their awareness and capabilities regarding information security. SBG has prepared ancountermeasures. The implemented measures are analyzed and evaluated according to NIST CSF,*1

e-learning environment which allows them to take information security courses unrestricted by locationa framework adopted by organizations and enterprises around the world. The results of these analyses

or time. In addition to regular training, we have established a security portal website on our internal infor-

are fed back into SBG’s ongoing information security countermeasures. The evaluation is reviewed bymation website to present related regulations and guidelines, and to inform SBG ofﬁcers and employees

external experts with information security expertise of the United States and other advanced countries atof the consultation desk in case of accidents.

each stage of the implementation process.

This security training is also shared with Group companies to improve awareness and capabilities
across the entire Group. The Group requires our director, ofﬁcers, and employees, as well as outsourcing companies, to thoroughly comply with relevant laws and regulations and conﬁdentiality rules.

Privacy and Personal Data
SBG’s Privacy Policy sets forth policies to be followed by all Group directors, ofﬁcers, and employees,
and stipulates respect for all personal data,*2 including that of customers, business partners, andTraining implemented in fiscal 2021 by SBG

employees. Under this policy, Group companies establish their own internal rules and procedures for

Main training content

Targets

Participation

privacy protection. In the event a security breach or leak that may include personal data is detected, it is• Corporate information assets• Handling personal information• Information security precautions in operations• Information security incident response• Ofﬁcers and employees• Outsourced workers

92%

promptly reported to the information security ofﬁcers of Group companies and to IT and other relevant
departments, and steps are taken to identify the cause of the incident and prevent recurrences.
Under the Privacy Policy, SBG has established the Regulations on Handling of Personal Information to

etc.

protect all personal information handled by the company. All ofﬁcers, employees, and outsourced workers
are required to comply with these regulations. To ensure widespread awareness of the proper management
and handling of personal information, we regularly hold training for employees and outsourced workers.

Developing Security Engineers and CSRITSoftBank Corp.

SoftBank Corp. is focusing efforts on developing security
engineers with the skills to deal with increasingly sophisticatedand complex cyberattacks. These skills are built through security
training and incident response drills. SoftBank Corp. has also
created the SoftBank Computer Security Incident Response
Team (SoftBank CSIRT), comprising more than 300 individuals
from various departments. The SoftBank CSIRT preventssecurity incidents before they occur and minimizes damage
through prompt incident response.
Participants in a cyberattack response drill*1 NIST CSF: A cybersecurity framework (CSF) established by an agency of the United States Department of Commerce National Institute ofStandards and Technology (NIST). The NIST CSF integrates cybersecurity risk management standards, guidelines, and best practices.
*2 Personal data comprises any data that can be used to identify an individual, including name, race, religion, contact information, personnel
evaluations, medical data, criminal record or taxpayer ID number.

26