This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) 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 thistranslation or for direct, indirect, or any other forms of damages arising from the translation.

Corporate Governance Report

Last Update: June 26, 2024

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 – Happinessfor everyone.” The Company aims to be a provider of essential technologies and services to people aroundthe world while maximizing its enterprise value.
SBG, the holding company of the SoftBank Group (the “Group”), recognizes that it is vital to maintaineffective corporate governance in order to realize this vision. SBG continues to strengthen governancewithin the Group by taking measures such as establishing the SoftBank Group Charter to share theGroup’s fundamental concept and corporate philosophy and devising Group Company Management
Regulations of the SoftBank Group to set forth the management policy and management framework forgroup companies, as well as establishing compliance with the SoftBank Group Code of Conduct toprescribe policies to be followed by the Company and its Board Directors and employees, among othermatters.
Further, responses to sustainability-related issues, 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 sustainable
development of society and the medium to long term growth of the entire group. Recognizing them not
only as risks to be prevented or mitigated but also as opportunities that will help to enhance enterprisevalue, SBG has also established the SoftBank Group Sustainability Principles to set forth the guidelines forsustainability, the Environmental Policy to set forth the principles to take the global environment intoshareholders and creditors, customers, business partners, employees, and local communities
consideration when conducting corporate activities, and the Human Rights Policy to set forth the1standards for prohibiting discrimination, harassment, forced labor, child labor and so on in order tomaintain 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 portfolio companies will contribute greatly to sustainable growth, SBG has established 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 thestandards 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 willgrow together with stakeholders, including shareholders, 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 andcompensation of Board Directors. Furthermore, all of the four Audit & Supervisory Board Members areExternal 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 businessexecution function to clarify the persons responsible for business execution.

Basic guidelines
SBG sets forth 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.

2Appropriate cooperation with stakeholders other than shareholders (General principle 2)
SBG endeavors to build good relationships and cooperate appropriately with all stakeholders, including
shareholders, creditors, customers, business partners, employees, and local communities (government,
administrative agencies, regional communities, NPOs, NGOs, etc.), in order to create and enhanceenterprise value over the medium to long term.
To this end, the Board of Directors and management team seek to establish a corporate culture where theopinions 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 theGroup 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 ethicalstandards.
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 theimpact 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)
SBG’s Board of Directors consists of nine Board Directors, including five External Board Directors (of whomfour are designated Independent External Board Directors). Given its fiduciary responsibility andaccountability to shareholders, SBG’s Board of Directors strives to maximize enterprise value by thoroughly
engaging all 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 tomaximizing 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.

3

Reasons for non-compliance with certain principles of Japan’s Corporate Governance
Code
Supplementary principle 2.5.1 Establishment of a whistle-blowing system independent from the
management team
SBG has established an internal whistle-blowing system, and the Internal Reporting Regulations set forth
the protection of the anonymity of whistle-blowers and prohibit any disadvantageous treatment ofwhistle-blowers. In addition to reports to the Board of Directors and the Group Risk and Compliance
Committee, regular reports are also made to Audit & Supervisory Board Members regarding theoperational status of the whistle-blowing system as well as serious incidents. Investigations into whistleblowing are carried out independently, and if a whistle-blowing regarding a Board Director or Corporate
Officer is received, SBG ensures independence and transparency by conducting an investigation without
the involvement of the relevant Board Director or Corporate Officer, such as by establishing an
investigation committee consisting mainly of External Board Directors.SBG discloses a summary of theinternal reporting system on its website.
WebsiteEthics & Compliance Helpline
https://group.softbank/en/about/compliance

Supplementary principle 4.1.2 Commitment of the Board of Directors to achieving the mediumterm business plans
SBG constantly reviews the entire group’s medium-term business plans based on their progress andmarket trends, and discussions are also held by the Board of Directors. Although SBG withholds its
medium-term business plans from public disclosure, it provides explanations as necessary of its mediumterm business strategies and policies in presentation materials about the explanation on business strategy
for its Annual General Meetings of Shareholders and presentation materials for its earnings results
briefings.
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 forthe next 30 years, as it works towards its goal of becoming a corporate group that will continue to grow in
the next 300 years.
Website
VOD of “SoftBank’s Next 30-Year Vision”
https://group.softbank/en/news/webcast/20100625_01_en

4Presentation material of “SoftBank’s Next 30-Year Vision”
https://group.softbank/system/files/pdf/philosophy/vision/next30/press_20100625_01_en.pdf
Principle 5.2 and Supplementary Principle 5.2.1 Establishment, disclosure, etc. of businessstrategy and business plan
SBG’s basic policy is to maintain a sound financial status while both investing aggressively to ensuresustained growth and returning profits to shareholders. However, SBG withholds specific targets frompublic 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 byincreasing 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 manages its LTV below 25% in normal times infinancial markets, with an upper threshold of 35% even in times of emergency, and secures a cash
position sufficient to cover bond redemptions for the next two years or more.

5

Disclosure based on the principles of Japan’s Corporate Governance CodePrinciple 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 andmateriality 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 sets forth 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
In its hiring of professionals, SBG focuses on the “Three Core Competencies” — Professionalism, Smart, andRelation. Our basic policy is to allocate the best person for the position, regardless of age, gender,
nationality, disability, or other factors, and we hire exceptional and diverse human resources.
With regard to promotion to managers, as of the end of fiscal 2023, female employees and foreign
employees accounted for 25.0% and 6.0% of managers, respectively. Mid-career hires usually account for
more than 90% of new employees each year, and roughly the same percentage of mid-career hires arepromoted as managers. SBG intends to continue its recruitment and promotion from medium to longterm perspectives in ways that match its human resources strategy. SBG will make efforts to achieve therate of female, foreign, and mid-career recruits that exceed the current figures in line with this policy.
SBG places great value on employees’ self-driven career development. We provide employees with
opportunities for insights, such as ongoing 1-on-1 meetings with senior managers and multifaceted, 360degree feedback from colleagues. These opportunities promote the growth of employees by allowing
them to engage in introspection and to look back at their own activities.
Furthermore, SBG provides employees with an environment in which they can learn autonomously toacquire the knowledge and skills that they need for their own individual work duties. Specifically, we offer
internal education and training programs such as English conversation courses that employees can takefreely and SoftBank University, which is operated within the Group. In addition, each department is also
allocated their own education budget so that employees can participate in external training programs.
SBG also bears costs related to registering and maintaining qualifications necessary for conducting

6

work duties and supports the advancement of professionals such as lawyers, patent attorneys, certified
public accountants, and certified public tax accountants. In fiscal 2023, SBG provided support to roughly
12% of its employees.
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
contribution-type corporate pension plan to support stable asset building by its employees. Various typesof information are provided to employees via the company intranet, and SBG also conducts investment
education regarding asset management, and is working to monitor performance of funds in cooperation
with the managing institution.
Principle 3.1 and Supplementary Principle 3.1.3 Full disclosure(i) Guided by a corporate philosophy of “Information Revolution – Happiness for everyone,” SBG aims to bea provider of essential technologies and services to people around the world, and discloses its corporate

philosophy and vision on its website.
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 foreveryone,” 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. SBG discloses a summary of
the announcement on its website.
WebsiteCorporate Philosophy, Vision and Values
https://group.softbank/en/philosophy
Management Policy (Medium to long term strategies, important management issues, etc.)
https://group.softbank/en/ir/investors/management_policy
VOD of “SoftBank’s Next 30-Year Vision”
https://group.softbank/en/news/webcast/20100625_01_en
Presentation material of “SoftBank’s Next 30-Year Vision”
https://group.softbank/system/files/pdf/philosophy/vision/next30/press_20100625_01_en.pdf(ii) SBG discloses its basic views on corporate governance and basic guidelines for corporate governancebased on the principles of Japan’s Corporate Governance Code, both on its website and in the Corporate
Governance Report.
Website7

Basic Views on Corporate Governancehttps://group.softbank/en/about/corporate_governance/framework
Corporate Governance Report“1. Basic views” under “I. Basic views on corporate governance, capital structure, corporate profile, andother basic
information.”(iii) At SBG, Board Directors’ compensation is intended to motivate Board Directors to increase enterprisevalue and grow profits, and to function as consideration for their performances. This compensation
comprises basic compensation, cash bonuses, and share-based payments and is determined, within theaggregate amount approved by the General Meeting of Shareholders, by Representative Director,
Corporate Officer, Chairman & CEO (Masayoshi Son) who is the founder of SBG responsible for thebusiness results of SBG as a whole, based on discussions by the Nominating & Compensation Committee,
which is a voluntary advisory body to the Board of Directors, within the range of authority entrusted tohim by the resolution of the Board of Directors. Individual compensation is determined based on
individual roles, responsibilities, performances, and other factors, taking the results of operations andmanagement environment into account. SBG discloses this information on its website and in the
Corporate Governance Report.
WebsiteCorporate Management
https://group.softbank/en/about/corporate_governance/officer
Corporate Governance Report“Disclosure of policy on determining compensation amounts and calculation methods” under “II. Business
management organization and other corporate governance systems regarding decision-making,execution of business, and oversight in management.”(iv) In electing and dismissing Board Director candidates, SBG’s Board of Directors elects and dismisses
Board Director candidates based on deliberations by the Nominating & Compensation Committee, which
is a voluntary advisory body to the Board of Directors, and in accordance with the Articles of Incorporationand the Board of Directors Regulations, and these candidates are proposed at the General Meeting of
Shareholders. Criteria for electing and dismissing Board Director candidates include qualities and abilities
that will contribute to increasing enterprise value and a deep knowledge of the candidate’s respective
field of specialization. SBG discloses the Skill Matrix, which identifies the skills and other details of the Boardof Directors, as well as the reasons for their election, in the Notice of the General Meeting of Shareholders.
In electing Audit & Supervisory Board Member candidates, the Board of Directors elects candidates inaccordance with the Audit & Supervisory Board Regulations and the Audit & Supervisory Board Members

8

Audit Regulations with the approval of the Audit & Supervisory Board, and these candidates are proposedat the General Meeting of Shareholders. Criteria for the election of Audit & Supervisory Board Member
candidates include independence and a fair, unbiased attitude. The Audit & Supervisory Board Members
Audit Regulations set forth that at least one of the Audit & Supervisory Board Members musthave considerable knowledge of finance and accounting.
Decisions regarding Corporate Officer appointments and dismissals are made by the Board of Directors,
based on criteria including outstanding capabilities for executing their duties.
Notice of the General Meeting of Shareholders“Notice of the General Meeting of Shareholders and Reference Materials for the Annual General Meeting of
Shareholders”
https://group.softbank/en/ir/investors/shareholders(v) SBG discloses the reasons for the appointment of each of the candidates for the Board of Directors
and Audit & Supervisory Board in the Notice of the General Meeting of Shareholders in which theelection of these candidates is proposed.
Notice of the General Meeting of Shareholders“Notice of the General Meeting of Shareholders and Reference Materials for the Annual General Meetingof Shareholders”
https://group.softbank/en/ir/investors/shareholders

Supplementary principle 3.1.3 Sustainability initiatives
Based on the belief that sustainability initiatives lead to the enhancement of corporate value over the
medium to long term, SBG implements various sustainability initiatives, including responsible AI, climatechange, and human capital.
Investment in human capital
SBG views human resources as a value creation source and important stakeholders supporting its
sustainable growth. Accordingly, SBG has developed a system for self-driven career development and has
created a working environment where diversity is respected as part of the human capital initiatives.
Investment, etc. in intellectual property
To support sustainable business growth and competitiveness, the Company strategically undertakes
activities related to intellectual property, such as patents and trademarks, both in Japan and overseas. Asa holding company, SBG also aims to protect and utilize intellectual property throughout the Group by
evaluating the intellectual property activities and strategies of its subsidiaries and collaborating with them9

on intellectual property.
Climate related Information disclosures in accordance with the TCFD recommendations
The Company is strongly aware of the importance of addressing climate change, and analyzes theclimate- related risks and opportunities and the impact it may have on the Company. The Company also
discusses and implements countermeasures, including the setting of greenhouse gas reduction targets,and discloses this information on its website in accordance with the TCFD recommendations.

WebsiteEnvironmental Initiatives
https://group.softbank/en/tcfd

SBG discloses its overall sustainability initiatives on the following website and the Annual Securities
Report.
WebsiteSustainability initiatives
https://group.softbank/en/sustainability
Annual Securities Report (in Japanese only)“2 Our Approach to Sustainability and Our Sustainability Initiatives”
https://group.softbank/ir/financials/security_reports
Supplementary principle 4.1.1 Agenda items for resolution by the Board of Directors and scopeof delegation to management
SBG sets forth the agenda items for discussion in the Board of Directors for resolution in the Board of
Directors Regulations, and discloses a summary of these in the Annual Securities Report and the
Corporate Governance Report. In addition, Special Directors are put in place in accordance with Paragraph
1, Article 373 of the Companies Act, and matters related to “disposal and acceptance ofimportant assets” and “borrowing in a significant amount” are resolved by the Board of Special Directors
meeting for the purpose of prompt decision-making. The scope of matters to be delegated to the
management is set forth in the Internal Approval Regulations and other internal regulations.
The Investment Committee and the Brand Committee are decision-making bodies that have beendelegated decision-making authority by the Board of Directors. The Investment Committee has the
purpose of making decisions on matters for which it has been delegated authority by the Board of
Directors, in order to carry out corporate activities flexibly. The Committee comprises four Board Directors
or Corporate Officers elected by the Board (Masayoshi Son, Yoshimitsu Goto, Kazuko Kimiwada, and Tim
Mackey). The Brand Committee is a committee that has been delegated authority by the Board of10

Directors to make decisions on and properly manage matters related to the SoftBank brand. The Brand
Committee comprises five members including the chairman (Board Director, Corporate Officer, SeniorVice President Yoshimitsu Goto), who has been selected by the Board of Directors, and four members(Corporate Officer, Senior Vice President Kazuko Kimiwada, the head of CLO Office Natsuko Oga, the headof the Corporate Communications Office Takeaki Nukii, and the head of the General Administration
Department Tatsuya Iida), who have been appointed by the chairman. The agenda items for discussion in
the Investment Committee are set forth in the Regulations of the Investment Committee, while theagenda items for discussion in the Brand Committee are set forth in the Regulations of the Brand
Committee. SBG discloses a summary of these in the Annual Securities Report and Corporate Governance
Report.
Annual Securities Report (in Japanese only)“4 Status of Corporate Governance”
https://group.softbank/ir/financials/security_reports
Corporate Governance Report“2. Matters regarding functions of business execution, auditing, oversight, nomination, and compensation
decisions: overview of current corporate governance system” under “II. Business management
organization and other corporate governance systems regarding decision-making, execution of business,and oversight in management.”
Principle 4.9 Independence standards and qualification for independent Board Directors
SBG elects Independent External Board Directors in accordance with the independence criteria
established by the Tokyo Stock Exchange. The Board of Directors elects Independent External Board
Director candidates who can contribute to increasing enterprise value through their qualifications, ability,and deep knowledge in their fields of expertise. SBG also elects candidates for their ability to participate
actively in constructive discussion and express their opinions frankly.
Supplementary principle 4.10.1 Ensuring the independence and objectivity of nomination andcompensation of management teamThis information is described in “Supplementary information” of “Voluntary establishment of committee(s)corresponding to a nominating committee or compensation committee” in “1. Organizational composition andoperation,” under “II. Business management organization and other corporate governance systems regarding
decision-making, execution of business, and oversight in management.”
Supplementary principle 4.11.1 Views on overall balance, diversity, and size of the Board of
Directors

11

SBG sets forth the maximum number of Board Directors at 11 in the Articles of Incorporation. The Board of
Directors elects Board Director candidates who are considered the most suitable for the position, in
consideration of their nationality, ethnicity, gender, or age. There are nine Board Directors serving, all ofwhom have a wealth of knowledge and experience regarding business management and a global
perspective, among other qualities. Five of the nine Board Directors are External Board Directors, two are nonJapanese, and one is a woman, thereby ensuring constructive and lively discussion at the Board of Directors
meetings from diverse perspectives. SBG discloses the Skill Matrix, which identifies the skills and otherdetails of the Board of Directors, as well as the reasons for their election, in the Notice of the General
Meeting of Shareholders.
Notice of the General Meeting of Shareholders“Notice of the General Meeting of Shareholders and Reference Materials for the Annual General Meetingof Shareholders”
https://group.softbank/en/ir/investors/shareholders
WebsiteCorporate Governance System
https://group.softbank/en/about/corporate_governance/structure

Supplementary principle 4.11.2 Status of concurrent positions of Board Directors and Audit &Supervisory Board Members as officers at other listed companies
SBG’s Board Directors and Audit & Supervisory Board Members ensure that their concurrent positions atother companies are limited to a small number and take care to see that these positions do not interferewith the performance of their duties. SBG discloses the main concurrent positions held by each Board
Director and Audit & Supervisory Board Member in the Notice of the General Meeting of Shareholders.
Notice of the General Meeting of Shareholders“Status of Corporate Officers” under “Notice of the General Meeting of Shareholders – Business Report”
https://group.softbank/en/ir/investors/shareholders
Supplementary principle 4.11.3 Summary of results of the Board of Directors evaluation
Following FY2022, SBG again hired a third-party institution to conduct questionnaire surveys andinterviews of the Representative Director, Corporate Officer, Chairman & CEO, all Board Directors, and all
Audit & Supervisory Board members, during the period from December 2023 to April 2024, from theperspectives of culture, composition, operation, and other aspects of the Board of Directors as a whole,and evaluated the effectiveness of the Board of Directors based on the results thereof.
The results of the evaluation confirmed that, as was the case in FY2022, the trust relationship, alongwith a healthy check-and-balance relationship, between the Representative Director, Corporate Officer,
Chairman & CEO and the Board of Directors as well as the active discussions among independent anddiverse Board Directors have been maintained, and firmly established as the culture of the Board of
Directors. Additionally, it was confirmed that effective monitoring was being conducted by the Board of12

Directors on recent investments.
As for priority issues going forward, it was confirmed that the Board of Directors should contribute tobringing the vision, "Information Revolution - Happiness for everyone" to life by deepening the insightof the Board on the AGI revolution and conducting repeated discussions on building an ecosystemsurrounding Arm.
These evaluation results were reported at a Board of Directors meeting held in April 2024, where it
was confirmed that continuous improvements will be made regarding specific initiatives to address theabove priority issues and other aspects of operations.

Supplementary principle 4.14.2 Training policy for Board Directors and Audit &Supervisory Board Members
SBG distributes the Board Directors’ Handbook covering the responsibilities and obligations of Board
Directors to its Board Directors to enable them to acquire important skills and knowledge needed tostay abreast of current developments; and SBG’s full-time Audit & Supervisory Board Members also
actively participate in national conferences of Audit & Supervisory Board Members held by the Japan
Audit & Supervisory Board Members Association and other types of training.

Principle 5.1 Policy for constructive dialogue with shareholders
SBG works to promote constructive dialogue with shareholders and other investors by assigning IR
duties to the Board Director, Corporate Officer, Senior Vice President and CFO and has established theInvestor Relations Department as the responsible department. The department conducts IR activities inclose coordination with related departments such as Accounting, Finance, Sustainability, Legal, andGeneral Administration. SBG discloses this structure on its website and in its Corporate Governance
Report.
SBG’s officers and Investor Relations Department staff individually respond to requests for dialogue
from shareholders and other investors within reason and in accordance with the objectives of the
dialogue, paying careful attention to the handling of material facts subject to insider trading regulations.
In addition to individual discussions, SBG holds earnings results briefings and briefings for retail investors
to explain the status of its businesses to shareholders and other investors.
The Investor Relations Department compiles the opinions received from shareholders and otherinvestors through dialogue and periodically reports them to officers and related departments.
WebsiteDisclosure system
https://group.softbank/en/about/corporate_governance/ir_activities
Corporate Governance Report“(2) Information disclosure system” under “V. Other 2. Other matters concerning the corporate

13

governance system.”[Actions to implement management that is conscious of cost of capital and share price]
In accordance with the request it received from the Tokyo Stock Exchange on March 31, 2023, SBG has
disclosed the actions on the following website.
English version: https://group.softbank/en/ir/investors/share_price_consciousness[Status of dialogue with shareholders, etc.]
In accordance with the request it received from the Tokyo Stock Exchange on March 31, 2023, SBG has
disclosed the status on the following website.
https://group.softbank/en/ir/investors/dialogue

142. Capital structure
Foreign shareholding ratio

More than 20% and less than 30%

Major shareholders

Number of shares
owned

Percentage(%)

Masayoshi Son

426,661,164

29.11

The Master Trust Bank of Japan, Ltd. (Trust Account)

244,983,700

16.71

Custody Bank of Japan, Ltd. (Trust Account)

105,685,665

7.21

JP MORGAN CHASE BANK 380763

29,066,400

1.98

HSBC HONG KONG-TREASURY SERVICES A/C ASIANEQUITIES DERIVATIVES

19,863,134

1.35

STATE STREET BANK WEST CLIENT - TREATY 505234

19,828,062

1.35

SSBTC CLIENT OMNIBUS ACCOUNT

19,152,448

1.31

SON CORPORATION LLC

19,059,600

1.30

Son Assets Management, LLC

18,504,420

1.26

JP MORGAN CHASE BANK 385781

13,449,265

0.92

Name / Company nameControlling shareholder (except for parent company)

None

Parent company

None

Supplementary information
Status of major shareholders above is as of March 31, 2024

15

3. Corporate profile
Listed stock market and market section

Prime Market

Fiscal year-end

MarchType of business
Number of employees (consolidated) as of theprevious fiscal year-end

Information & communication

Net sales (consolidated) in the previous fiscal year

More than ¥1 trillion

Number of consolidated subsidiaries as of theprevious fiscal year-end

More than 300

More than 1,000

4. Policy on measures to protect minority shareholders in conducting transactions with

controlling shareholder
None

5. Other special circumstances that may have material impact on corporate
governanceApproach to and policy concerning group management
SBG’s approach to and policy concerning group management of group companies are as described in “1.
Basic views” under “I. Basic views on corporate governance, capital structure, corporate profile, and otherbasic information.”
Furthermore, based on its unique organizational strategy, “Cluster of No. 1 Strategy,”* SBG will makedirect investment (including investment through its subsidiaries) in the Group companies (for example,
SoftBank Corp. and Arm Holdings plc), as well as investment funds (for example, SoftBank Vision Funds 1
and 2, and SoftBank Latin America Funds)*2, to build a corporate group that operates a diverse range ofbusinesses in the information and technology sector, and to improve its net asset value (NAV). In thisprocess, each investee will seek self-sustained growth, while SBG, as a strategic investment holding
company, will support each investee company in its improvement of corporate value, by utilizing the
network of group of companies as well as promoting collaboration among the investee companies.
The Company will confirm, or make reasonable efforts to ensure, that each investee company isoperating under environmental, social, and corporate governance standards that are substantiallyequivalent to the standards set forth in the Policy on Governance and Investment Guidelines for Portfolio
Companies of SBG.
* The goal of the “Cluster of No. 1 Strategy” is to form a diverse group of companies with outstanding
technologies and business models in specific fields. Under this strategy, the companies are encouraged tocreate synergies to continue evolving and growing together, based on capital relationships and a sharedvision, while making decisions independently. As a strategic investment holding company, SBG will seek16

to provide guidance on decision-making of companies in the cluster. SBG, however, will largely not seek
to acquire majority equity interests or integration of brands, as it places greater importance to preserving
companies’ autonomy. By comprising such a diverse group of companies, SBG believes that it will be able
to grow over the long term through flexible transformation and expansion of business lines.
*2 SoftBank Vision Fund 1 refers to SoftBank Vision Fund L.P. and its alternative investment vehicles,
SoftBank Vision Fund 2 refers to SoftBank Vision Fund II-2 L.P., and SoftBank Latin America Funds refer to
SBLA Latin America Fund LLC.

Significance of having listed subsidiaries
SBG holds 40.68% of the voting rights (as of March 31, 2024) of SoftBank Corp. (Prime Market, stock code:9434), a subsidiary listed in Japan, and will continue to maintain it as a consolidated subsidiary.
The roles and values of SBG, which is investing on a global scale as a strategic investment holding
company, and those of SoftBank Corp., as a core company in the Group's telecommunications businessfield, are clearly separated. Although there is the disadvantage of external outflow of economic benefits
as a result of SoftBank Corp. listing in December 2018, SBG believes that it is desirable, from theperspective of group management for SoftBank Corp. to raise funds independently and improve its
corporate value with a more autonomous management perspective and growth strategy.
The subsidiaries of SoftBank Corp. that are listed on Japanese financial instruments exchanges are LY
Corporation, SB Technology Corp., ITmedia Inc., ZOZO, Inc., ASKUL Corporation, Cybertrust Japan Co.,
Ltd., eMnet Japan. co. ltd. and Alpha Purchase Co., Ltd.
For the efforts of SoftBank Corp. to secure independence from SBG and its policy on groupmanagement, please refer to the “Corporate Governance Report” of SoftBank Corp.
Corporate Governance Report of SoftBank Corp.
https://www.softbank.jp/en/corp/aboutus/governance/corporate-governance/

Measures to ensure the effectiveness of the governance system of listed subsidiaries
SBG respects the independence of management of the listed subsidiaries. Guided by a corporate
philosophy of “Information Revolution – Happiness for everyone,” as described in “1. Basic views” under“I. Basic views on corporate governance, capital structure, corporate profile, and other basic information,”
the subsidiaries conduct their operations based on independent decision-making and management
judgments while adhering to the SoftBank Group Charter, Group Company Management Regulations of
the SoftBank Group, the SoftBank Group Code of Conduct and the SoftBank Group Sustainability
Principles.

17II. Business management organization and other corporate governancesystems regarding decision-making, execution of business, and oversightin management
1. Organizational composition and operation
Organizational form

Company with Audit & Supervisory Board

Board Directors
Maximum number of Board Directors stipulated in the Articles ofIncorporation

11

Term of office of Board Directors stipulated in the Articles of Incorporation

1 yearChairperson of the Board

CEO

Number of Board Directors

9

Appointment of External Board Directors

Appointed

Number of External Board Directors

5

Number of Independent Officers

4

External Board Directors’ relationships with SBG: 1
Name

Attribute

Relationship with SBG*a

Masami Iijima
Yutaka Matsuo
Keiko Erikawa
Kenneth A. Siegel
David Chao

b

c

d

e

From another company
Scholar
From another company
LawyerFrom another company

f

g

h

i

j

◯
◯

* Categories for “Relationship with SBG”“◯” when the Board Director presently falls or has recently fallen under the category“△” when the Board Director fell under the category in the past“●” when a close relative of the Board Director presently falls or has recently fallen under the category“▲” when a close relative of the Board Director fell under the category in the pasta. Executive of SBG or its subsidiaries
b. Non-executive director or executive of a parent company of SBG
c. Executive of a fellow subsidiary company of SBG
d. Party whose major client or supplier is SBG or an executive thereof
e. Major client or supplier of SBG or an executive thereof
f. Consultant, accountant, or legal professional who receives a large amount of monetary consideration or other property
from SBG besides compensation as a Board Director/Audit & Supervisory Board Member
g. Major shareholder of SBG (or an executive of said major shareholder if the shareholder is a legal entity)
h. Executive of a client or supplier company of SBG (which does not correspond to any of d, e, or f) (the Board
Director himself/herself only)
i. Executive of a company, between SBG and which External Board Directors/Audit & Supervisory Board Members aremutually appointed (the Board Director himself/herself only)

18

Kj. Executive of a company or organization that receives a donation from SBG (the Board Director himself/herself only)
k. Others

External Board Directors’ relationships with SBG: 2

Masami Iijima
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Not applicable
Reason(s) for appointment:
Reason(s) for appointment as an External Board Director
As Representative Director, President and Chief Executive Officer of MITSUI & CO., LTD., Board Director
Masami Iijima led the company’s management and played a major role in its growth from April 2009
through March 2015. Furthermore, after becoming Representative Director, Chairman of the Board of
Directors of MITSUI & CO., LTD. in April 2015, he contributed to management oversight and improvementof the effectiveness of the Board of Directors. Accordingly, he has accumulated extensive knowledge andexperience related to corporate management and corporate governance.
At SBG, Board Director Iijima has offered advice on the Group’s long-term strategies and expressed views
from the standpoint of SBG’s minority shareholders, playing a vital role in decision-making processes at theBoard. He has also led discussions at the voluntary Nominating & Compensation Committee as its
Chairperson from an independent and objective perspective, and has significantly contributed to theimprovement of enterprise value of SBG through the supervisory function.
SBG has reappointed Board Director Iijima as an External Board Director for the further growth of theCompany.
Reason(s) for designation as an Independent Officer
Board Director Iijima is deemed to be adequately independent since none of the items listed in Clause III 53-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange apply to him. SBG judged that
there is no potential conflict of interest between Board Director Iijima and ordinary shareholders, anddesignated him as an Independent Officer in June 2018.

Yutaka Matsuo
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Not applicable
Reason(s) for appointment:
Reason(s) for appointment as an External Board Director
Performing research into artificial intelligence (AI) over many years, Board Director Yutaka Matsuo was avisiting scholar at Stanford University in August 2005 and, in April 2019, became a professor at the Graduate
School of Engineering of the University of Tokyo. He has extensive knowledge and experience as a leading
expert on AI, having served as a member of Government-led working groups.
At SBG, Board Director Matsuo has offered advice on the Group’s long-term strategies and expressedviews from the standpoint of SBG’s minority shareholders, playing a vital role in decision-making processes19

at the Board. He has also stated his opinion at the voluntary Nominating & Compensation Committee as its
member from an independent and objective perspective, and has significantly contributed to theimprovement of enterprise value of SBG through the supervisory function. Although he does not havemanagement experience, the Board believes that he will properly perform his duties as a Board Director of
SBG by demonstrating his advanced expertise.
SBG has reappointed Board Director Matsuo as an External Board Director for the further growth of theCompany.
Reason(s) for designation as an Independent Officer
Board Director Matsuo is deemed to be adequately independent since none of the items listed in Clause
III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange apply to him. SBG
judged that there is no potential conflict of interest between Board Director Matsuo and ordinary
shareholders, and designated him as an Independent Officer in June 2019.

Keiko Erikawa
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Not applicable
Reason(s) for appointment:
Reason(s) for appointment as an External Board Director
Since founding KOEI Co., Ltd. (currently KOEI TECMO GAMES CO., LTD.), Board Director Keiko Erikawa hascontributed to developing and strengthening the business foundation of the KOEI TECMO Group as acorporate manager and a finance manager. Accordingly, she has accumulated extensive knowledge andexperience related to corporate management and technology.
At SBG, Board Director Erikawa has offered advice on the Group’s long-term strategies and expressedviews from the standpoint of SBG’s minority shareholders, playing a vital role in decision-making processes
at the Board, and has significantly contributed to the improvement of enterprise value of SBG through thesupervisory function.
SBG has reappointed Board Director Erikawa as an External Board Director for the further growth of theCompany.
Reason(s) for designation as an Independent Officer
Board Director Erikawa is deemed to be adequately independent since none of the items listed in Clause
III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange apply to her. SBG
judged that there is no potential conflict of interest between Board Director Erikawa and ordinary
shareholders, and designated her as an Independent Officer in June 2021.

Kenneth A. Siegel
Designation as an Independent Officer: Not applicable
Supplementary information on the relationship with SBG: Applicable
Board Director Kenneth A. Siegel concurrently holds a managing partner post at Morrison & Foerster
Gaikokuho Jimu Bengoshi Jimusho, and a post of Board Director, Member of Executive Committee at20

Morrison & Foerster LLP. SBG has transactions including legal/advisory engagement with the firm.
Reason(s) for appointment:
Reason(s) for appointment as an External Board Director
After joining Morrison & Foerster LLP in August 1986, Board Director Kenneth A. Siegel held various
positions including Managing Partner of Morrison & Foerster Tokyo Office (Morrison & Foerster Gaikokuho
Jimu Bengoshi Jimusho) and Board Director, Member of Executive Committee of Morrison & Foerster LLP.
Having engaged in corporate acquisitions, joint venture deals, and strategic alliances, he has accumulated
extensive knowledge and experience as a lawyer.
At SBG, Board Director Siegel has offered advice on the Group’s long-term strategies and expressed views
from the standpoint of SBG’s minority shareholders, playing a vital role in decision-making processes at theBoard, and has significantly contributed to the improvement of enterprise value of SBG through thesupervisory function.
SBG has reappointed Board Director Siegel as an External Board Director for the further growth of theCompany.
Reason(s) for non-designation as an Independent Officer
Board Director Kenneth A. Siegel concurrently holds a managing partner post at Morrison & Foerster
Gaikokuho Jimu Bengoshi Jimusho, and a post of Board Director, Member of Executive Committee atMorrison & Foerster LLP. SBG did not designate him as an Independent Officer as the amount ofcompensation to be paid to the firm in future is yet to be decided, regardless of whether there aretransactions or not.

David Chao
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Applicable
SBG has made limited partner investments in the funds managed by DCM Ventures, where Board
Director David Chao serves as Co-Founder and General Partner. However, this capital contribution isextremely immaterial, accounting for less than 2% of the total amount managed by the company.
Reason(s) for appointment as an External Board Director
After joining Apple Computer, Inc. in June 1989, Board Director David Chao was instrumental in thecompany’s rapid growth and also managed the company’s startup investment portfolio in the U.S. After
joining U.S. McKinsey & Company in August 1993, Board Director Chao worked in thetelecommunications and software industries, where he was involved in technology, marketing, andfinancial strategy development projects. Thereafter, having co-founded Japan Communications Inc. in
May 1996, where he served as Chief Financial Officer, Chief Technology Officer, and Director, before
becoming Co-Founder and General Partner of Doll Capital Management, Inc. (DCM Ventures) in January
1997, he has accumulated extensive knowledge and experience in investment, business management, andtechnology.
At SBG, Board Director Chao has offered advice on the Group’s long-term strategies and expressed21views from the standpoint of SBG’s minority shareholders, playing a vital role in decision-making
processes at the Board, and has significantly contributed to the improvement of enterprise value of SBG
through the supervisory function.
SBG has reappointed Board Director Chao as an External Board Director for the further growth of theCompany.
Reason(s) for designation as an Independent Officer
Board Director David Chao is deemed to be adequately independent since none of the items listed in
Clause III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange apply to him. SBG
judged that there is no potential conflict of interest between Board Director Chao and ordinary
shareholders, and designated him as an Independent Officer in June 2022.

Voluntary establishment of committee(s)corresponding to a nominating committee orcompensation committee
Committee
nameVoluntarycommittee
corresponding
toNominating
Committee
Voluntarycommittee
corresponding
toCompensation
Committee

Committee
members

Established

Full-timemembers

Internal
Board
Directors

External
Board
Directors

External
experts

OthersChairman

Nominating & 3
Compensation
Committee

0

1

2

0

0

External
Board
Director

Nominating & 3
Compensation
Committee

0

1

2

0

0

External
Board
Director

22

Supplementary information
The Nominating & Compensation Committee, which is a voluntary advisory body to the Board of
Directors, was established to deliberate regarding matters related to nominations and compensationand to report the results of the deliberation to the Board of Directors and other appropriate approvalorganizations.
The Nominating & Compensation Committee members are elected by the Board of Directors fromamong Board Directors, and a majority of the Committee members are Independent External Board
Directors, thereby enhancing independence and objectivity.
The Committee currently comprises three Board Directors (Masami Iijima (Chairman/Independent
External Board Director), Yutaka Matsuo (Independent External Board Director), and Masayoshi Son(Representative Director, Corporate Officer, Chairman & CEO).
The agenda items for discussion in the Nominating & Compensation Committee are set forth in the
Nominating & Compensation Committee Regulations, and the Committee deliberates regarding (i)appointment and dismissal standards and proposals for candidates for Board Directors and Important
Officers and Employees as defined by the Nominating & Compensation Committee, (ii) compensation
policy and individual compensation proposals for Board Directors and Important Officers andEmployees as defined by the Nominating & Compensation Committee, and (iii) other matters deemednecessary by the Nominating & Compensation Committee. It also conducts discussions on successors
on an ongoing basis.
Meetings of the Nominating & Compensation Committee are comprised of regular meetings andspecial meetings. In principle, regular meetings are held in April and special meetings are held asnecessary. During this fiscal year, the Nominating & Compensation Committee met a total of two times,
and each meeting was attended by all Committee members.

Audit & Supervisory Board Members
Establishment of Audit & Supervisory Board

Established

Maximum number of Audit & Supervisory Board
Members stipulated in the Articles of Incorporation

5

Number of Audit & Supervisory Board Members

4

Cooperation between the Audit & Supervisory Board Members, Independent Auditor, and theInternal Audit Office
Cooperation between the Audit & Supervisory Board Members and the Independent Auditor
The Audit & Supervisory Board Members receive regular briefings from the Independent Auditor(Deloitte Touche Tohmatsu LLC) on the audit plan, quarterly reviews, audit results, and other matters. The
Audit & Supervisory Board Members and the Independent Auditor also cooperate as necessary byexchanging information and opinions, among other measures.

23

Cooperation between the Audit & Supervisory Board Members and the Internal Audit Office
The Audit & Supervisory Board Members receive regular briefings from the Internal Audit Office, which is
responsible for SBG’s internal audits. The briefings include the audit plan and the results of internal audits
performed on each department of SBG and its major subsidiaries. The Audit & Supervisory Board
Members and the Internal Audit Office also cooperate as necessary by exchanging information andopinions, among other measures.
Cooperation between the Independent Auditor and the Internal Audit Office
The Independent Auditor receives briefings from the Internal Audit Office on the audit plan and, whennecessary, on the results of internal audits and other matters. The Internal Audit Office receives regularbriefings from the Independent Auditor regarding audit results and other matters. Moreover, bothparties cooperate with each other as necessary by exchanging information and opinions, among othermeasures.
Appointment of External Audit & Supervisory Board Members

Appointed

Number of External Audit & Supervisory Board Members

4

Number of Independent Officers

3

External Audit & Supervisory Board Members’ relationships with SBG: 1
Name

Attribute

Relationship with SBG*a

Maurice Atsushi Toyama
Yuji Nakata
Soichiro Uno
Keiichi Otsuka

b

c

d

E

f

g

h

CPA
From another company
Lawyer
CPA

i

j

k

l

m

△
◯

* Categories for “Relationship with SBG”“◯” when the Audit & Supervisory Board Member presently falls or has recently fallen under the category“△” when the Audit & Supervisory Board Member fell under the category in the past“●” when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen under the category“▲” when a close relative of the Audit & Supervisory Board Member fell under the category in the pasta. Executive of SBG or its subsidiaryb. Non-executive director or accounting advisor of SBG or its subsidiaries
c. Non-executive director or executive of a parent company of SBG
d. Audit & Supervisory Board Member of a parent company of SBG
e. Executive of a fellow subsidiary company of SBG
f. Party whose major client or supplier is SBG or an executive thereof
g. Major client or supplier of SBG or an executive thereofh. Consultant, accountant, or legal professional who receives a large amount of monetary consideration or other property
from the Company besides compensation as an Audit & Supervisory Board Member
i. Major shareholder of SBG (or an executive of said major shareholder if the shareholder is a legal entity)
j. Executive of a client or supplier company of SBG (which does not correspond to any of f, g, or h) (the Audit & Supervisory
Board Member himself/herself only)
k. Executive of a company, between SBG and which External Board Directors/Audit & Supervisory Board Members aremutually appointed (the Audit & Supervisory Board Member himself/herself only)24

l. Executive of a company or organization that receives a donation from SBG (the Audit & Supervisory Board Member
himself/herself only)
m. Others

External Audit & Supervisory Board Members’ relationships with SBG: 2

Maurice Atsushi Toyama
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Not applicable
Reason(s) for appointment:
Reason(s) for appointment as an External Audit & Supervisory Board Member
Audit & Supervisory Board Member Maurice Atsushi Toyama has extensive knowledge and experience asa certified public accountant of the State of California, U.S. SBG designated him as an External Audit &Supervisory Board Member in June 2015 to leverage his knowledge and experience to perform audits froma specialist perspective and to ensure a more independent perspective in the audits. Although Audit &Supervisory Board Member Toyama does not have management experience other than in the capacity as
an external officer, SBG believes that through his high level of expertise he can properly perform his duties
as an External Audit & Supervisory Board Member of SBG.
Reason(s) for designation as an Independent Officer
Audit & Supervisory Board Member Toyama is deemed to be adequately independent since none of theitems listed in Clause III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange
apply to him. SBG judged that there is no potential conflict of interest between Audit & Supervisory Board
Member Toyama and ordinary shareholders, and designated him as an Independent Officer in June 2015.

Yuji Nakata
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Applicable
Audit & Supervisory Board Member Yuji Nakata worked for Nomura Securities Co., Ltd. until April 2021.
SBG has transactions related to overall financing with the company. However, these transactions are
extremely immaterial, accounting for less than 0.1% of non-operating expenses.
Reason(s) for appointment:
Reason(s) for appointment as an External Audit & Supervisory Board Member
Audit & Supervisory Board Member Yuji Nakata has extensive knowledge and experience related tocorporate management and risk management, having served as Representative Executive Officer and a risk
management manager at financial institutions. SBG appointed him as an External Audit & Supervisory
Board Member in June 2021 to have him conduct audits from a fair and objective standpoint based on his
knowledge and experience and to ensure that audits are conducted from a more independent standpoint.
Reason(s) for designation as an Independent Officer
Audit & Supervisory Board Member Yuji Nakata is deemed to be adequately independent since none of the25items listed in Clause III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange
apply to him. SBG judged that there is no potential conflict of interest between Audit & Supervisory Board
Member Nakata and ordinary shareholders, and designated him as an Independent Officer in June 2021.

Soichiro Uno
Designation as an Independent Officer: Not applicable
Supplementary information on the relationship with SBG: Applicable
Audit & Supervisory Board Member Soichiro Uno concurrently holds a partner post at Nagashima Ohno &Tsunematsu. SBG has transactions including legal/advisory engagement with the firm.
Reason(s) for appointment:
Reason(s) for appointment as an External Audit & Supervisory Board Member
Audit & Supervisory Board Member Soichiro Uno has extensive knowledge and experience as an attorneyat-law. SBG appointed him as an External Audit & Supervisory Board Member in June 2004 to have him
audit from an expert standpoint based on his knowledge and experience and to ensure audits are
conducted from an independent perspective. Although Audit & Supervisory Board Member Uno does nothave management experience other than in the capacity as an external officer, SBG believes that throughhis high level of expertise he can properly perform his duties as an External Audit & Supervisory Board
Member of SBG.
Reason(s) for non-designation as an Independent Officer
Audit & Supervisory Board Member Soichiro Uno is deemed to be adequately independent since none of
the items listed in Clause III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock
Exchange apply to him. Although SBG judged that there is no potential conflict of interest between Audit& Supervisory Board Member Uno and ordinary shareholders, SBG did not designate him as an
Independent Officer in accordance with the rules set by the firm (Nagashima Ohno & Tsunematsu), towhich he belongs.

Keiichi Otsuka
Designation as an Independent Officer: Applicable
Supplementary information on the relationship with SBG: Not applicable
Reason(s) for appointment:
Reasons for appointment as an External Audit & Supervisory Board Member
Audit & Supervisory Board Member Keiichi Otsuka has extensive knowledge and experience as a certified
public accountant. SBG appointed him as an External Audit & Supervisory Board Member in June 2021 tohave him conduct audits from a professional standpoint based on his knowledge and experience and toensure that audits are conducted from a more independent standpoint. Although Audit & Supervisory
Board Member Otsuka does not have management experience other than as an external officer, SBG
believes that through his high level of expertise he can properly perform audits of SBG as an External Audit& Supervisory Board Member of SBG.

26

Reason(s) for designation as an Independent Officer
Audit & Supervisory Board Member Otsuka is deemed to be adequately independent since none of theitems listed in Clause III 5-3-2 in the Guideline for Listing Controls issued by the Tokyo Stock Exchange apply
to him. SBG judged that there is no potential conflict of interest between Audit & Supervisory Board
Member Otsuka and ordinary shareholders, and designated him as an Independent Officer in June 2021.

Independent Officers
Number of Independent Officers

7

Other matters related to Independent Officers
None

Incentives
Incentive policies for Board Directors

Performance-linked compensation, stock options

Supplementary information
SBG has introduced performance-linked compensation comprising cash bonuses and share-based
payment. As for share-based payment, SBG has allotted stock acquisition rights to be used as stock
options for Board Directors of SBG. The intention is to give them incentives to improve business results
and increase enterprise value. For details, please refer to “Disclosure of policy on determining
compensation amounts and calculation methods.”

Recipients of stock options

Internal Board Directors / Employees / Subsidiaries’
Board Directors / Subsidiaries’ employees

Supplementary information
SBG has allotted stock acquisition rights as stock options without compensation to Board Directors,
Corporate Officers, and other employees of SBG, as well as to Board Directors, Corporate Officers, andother employees of major subsidiaries of SBG. The reasons for allotting such rights are, by linking theCompany’s business results and the benefits received by Board Directors and so forth, to give incentives tothe recipients of the rights and thereby improve the business results of the Company and to align theinterests of those persons with the interests of SBG’s shareholders to the greatest extent possible.

Board Director compensation
Disclosure of Board Directors’ compensation

Selected Board Directors

27

Supplementary information
Compensation for Board Directors and Audit & Supervisory Board Members with subtotals foreach type of compensation and numbers of recipients for fiscal 2023
Subtotals for each type of compensation(¥ million)
Number ofrecipients

Fixed compensation(Basic compensation)

Total amount ofcompensation(¥ million)

Performance-based
compensation (Bonus)

OthersBoard Directors(excl. External Board Directors)

3

168

344

1

513

External Board Directors

5

193

-

-

193

-

-

-

-

-

4

90

-

-

90

Audit & Supervisory
Board Members(excl. External Audit &Supervisory Board Members)
External Audit & Supervisory
Board Members

Note:
1. Aside from the above, there was no compensation paid to External Officers as Board Directors and Audit & Supervisory Board
Members from the subsidiaries of SBG for this fiscal year.

Compensation and other compensation paid to respective Board Directors for fiscal 2023
Subtotals for each type of compensation(¥ million)

Amount ofconsolidated
compensation(¥ million)

Masayoshi Son(Board Director)

100

Yoshimitsu Goto
(Board Director)
Ken Miyauchi(Board Director)

351

Rene Haas(Board Director)

3,458

844

Basic
compensation

Bonus

Share-based payment

OthersSoftBank GroupCorp.
SoftBank Corp.

12

78

-

-

-

-

10

-

SoftBank GroupCorp.
SoftBank Corp.

84

266

-

1

84

726

34

-

SoftBank GroupCorp.
Arm Limited

72

-

-

-

154

1,237

1,993

2

Company nameNotes:
1. Only Board Directors whose total consolidated compensation and other compensation during their tenure is ¥100 million or moreare listed.
2. Company name and subtotals for each type of compensation are stated based on the compensation agreements between each
Board Director and the Company.

28

Policy on determining
compensation amounts andcalculation methods

Established

Disclosure of policy on determining compensation amounts and calculation methods
Overview of the executive compensation system
In order to realize our corporate philosophy of “Information Revolution – Happiness for everyone,” theexecutive compensation policy of SBG is decided by a resolution of the Board of Directors, accounting forthe societal and relative status of each officer, as well as the degree of their respective contributions to
SBG, while referring to compensation survey results conducted by professional organizations, so that thesystem provides compensation that is reasonably competitive and can attract global talent that share thesame aspirations. Individual amount of compensation is determined pursuant to the procedure describedin“Organization and procedures for deciding executive compensation” below.
For Board Directors whose main duties are as officers of subsidiaries and group companies, compensation
is determined by respecting the compensation policy of each company, based on the “Cluster of No. 1
Strategy” for us to grow together through the bond of camaraderie, and such compensation is paid bysubsidiaries and group companies.
Components of the executive compensation
Total compensation paid to Board Directors (excluding External Board Directors) comprises basic
compensation, which is fixed compensation, and performance-based compensation, which changes
depending on the performance. The performance-based compensation comprises cash bonuses as anincentive for short-term performance and stock compensation (non-monetary compensation) as anincentive to improve our corporate value over the medium to long term, and their proportion isdetermined individually.
The compensation for External Board Directors and Audit & Supervisory Board Members consists
exclusively of fixed compensation because they are independent of business execution.
Details of fixed compensation
Basic compensation is set as an annual amount on an individual basis, and is paid in cash in monthly
installments. The amount of compensation is decided on an individual basis, taking into consideration
whether the officer is full-time and part-time, as well as their positions and the duties they are in charge of.
Details of performance-based compensation
Cash bonuses as an incentive for short-term performance are paid every fiscal year, as compensation for the
execution of duties while executive officers are in office.
Stock compensation (non-monetary compensation) as an incentive to improve corporate value over the
medium to long term, is provided in the form of stock options using stock acquisition rights, with an aim to29

encourage executives to make continuous management effort, while sharing mutual interest withshareholders through share price increase. The contents of stock acquisition rights include normal stock
options (with exercise price calculated based on the market price at the time of allotment) and share-based
stock options (with exercise price of ¥1). The exercisable period will be set within the range of 10 years fromthe day following their allotment date.
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, and shall take into considerationindividual performance based on each officer’s ability and achievements, as well as company performance
including consolidated results, the stock price and NAV (Net Asset Value).

[Key performance indicators as basis for performance-based compensation (for the fiscal year ended
March 31, 2024)]

Net sales

Income before
income taxes

Net income
attributable to ownersof the parent

Highest stock
price¥6,756,500 million¥57,801 million¥(227,646) million¥9,386

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 the
SBG compensation policy stated in “Overview of the executive compensation system” above and is foundto be 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 per year,
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 theresolution.
Compensation of Board Directors for this fiscal year has been decided by Representative Director,
Corporate Officer, Chairman & CEO (Masayoshi Son) who is the founder of SBG responsible for the businessresults of SBG as a whole, 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 the resolution of the Board of Directors following the Annual General Meeting of
Shareholders for the previous fiscal year. The SBG Nominating & Compensation Committee shall review the
proposed compensation from multiple viewpoints including the consistency with the SBG compensation30

policy and make a report to the Board of Directors on its deliberation details. The Board of Directors
decides that the deliberations are in line with the SBG compensation policy.
To ensure independence, compensation of the Audit & Supervisory Board Members for this fiscal year shallbe decided by the consultation among the Audit & Supervisory Board Members, after the conclusion of theAnnual General Meeting of Shareholders for the previous fiscal year.

Support system for External Board Directors and/or External Audit & Supervisory
Board Members
SBG seeks to ensure that all officers, including the External Board Directors and External Audit &Supervisory Board Members, can participate fully in the Board of Directors meetings having fully grasped
the specific details of the agenda for discussion. The secretariat to the Board of Directors therefore
provides them with materials for the Board of Directors meetings beforehand, including supplemental
briefings and other information as required.
The Audit & Supervisory Board Office has been established to support the duties of all the Audit &Supervisory Board Members. The office comprises dedicated personnel who act under the directions of the
Audit & Supervisory Board Members to gather information, investigate matters, and give other assistance.

Status of persons who retired from the position of President and Representative Director,
etc.
Names of former Presidents and Representative Directors, etc., currently serving as Corporate
Counselors or Advisers.
Name

Position

Business outline

Working form

Retirement of theRepresentative
Directors, etc

Term

-

-

-

-

-

-

Number of relevant persons

0

Other matters
SBG does not have a Corporate Counselor system, or Advisers who have retired from the position ofRepresentative Director, etc.

31

2. Matters regarding functions of business execution, auditing, oversight,
nomination, and compensation decisions: overview of current corporate
governance system
1. Governance system(1) Board of Directors and Nominating & Compensation Committee (Voluntary Advisory Body to
the Board of Directors)(a) Board of Directors
SBG’s Board of Directors consists of nine Board Directors, including five External Board Directors (ofwhom four are designated Independent Board Directors). The Representative Director, Corporate
Officer, Chairman & CEO serves as the chairman of the Board. The Board’s purpose is to makeimportant decisions on execution of duties and oversee Board Directors’ execution of duties. SBG
ensures adequate independence of each of the External Board Directors, who bring a wealth ofknowledge and experience to the Board related to business management and other matters. Each of
the External Board Directors participates actively in the discussions at the Board meetings and SBG
makes management judgments and decisions based on these discussions.
Agenda items for discussion at the Board of Directors meetings are set forth in the Board of Directors
Regulations. The Board discusses the following:i.

Statutory mattersii. Critical matters related to business management, such as (a) fundamental management policy,
business plans, and (b) matters such as investments and loans and borrowings, etc., exceedinga certain amountiii. Certain matters related to subsidiaries (excluding listed subsidiaries and their subsidiaries), suchas investments and loans and borrowings, etc., exceeding a certain amountiv. Other matters
Furthermore, Special Directors are put in place in accordance with Paragraph 1, Article 373 of theCompanies Act, and matters related to “disposal and acceptance of important assets” and “borrowing ina significant amount” are resolved by the Board of Special Directors meeting for the purpose of prompt
decision-making.
Authority to decide matters other than these agenda items discussed by the Board of Directors isdelegated to committees, Board Directors, Heads, and department managers to enable speed andflexibility in corporate activities.
To elect Board Directors, the Board of Directors selects candidates in accordance with SBG’s Articles ofIncorporation and the Board of Directors Regulations, based on deliberations by the Nominating &Compensation Committee, which is a voluntary advisory body to the Board of Directors, and thesecandidates are proposed at the General Meeting of Shareholders.
SBG and each of its non-executive Board Directors Masami Iijima, Yutaka Matsuo, Keiko Erikawa,
Kenneth A. Siegel and David Chao have concluded a contract to limit liability for damage stipulated in
Paragraph 1, Article 423 of the Companies Act in accordance with Paragraph 1, Article 427 of the32Companies Act. The amount of limit of liability for damage is stipulated in the relevant contract as¥10million or the minimum amount of limit of liability that the relevant laws and regulations stipulate,whichever is higher.
The contents of the matters deliberated by the Board of Directors in fiscal 2023 were as follows.
Category
GovernanceInternal management(including the managementof subsidiaries)
Business reports
Finance
Investment
OthersSpecific considerations
Compensation of Board Director candidates and Board Directors, reports
from committees, evaluation of the effectiveness of the Board of
Directors, and Audit & Supervisory Board Members Audit ReportCompliance (oversight over conflict-of-interest transactions, fiscal year
compliance reports), risk management, internal control and internal
audits, approval of transactions by subsidiaries, etc.
Reporting on the status of the portfolio and the status of individual
business segments
Fund procurement, shareholder returns
Consideration of investment projects (e.g., Arm's IPO)
General Meeting of Shareholders, information disclosure, sustainability

In fiscal 2023, the Board of Directors met a total of seven times. Attendance by individual Board
Directors was as follows.
Attendance at the Board of Directors meetings for fiscal 2023
Meetings attended/Meetings held
(attendance rate %)Masayoshi Son

7/7 (100%)

Yoshimitsu Goto

7/7 (100%)

Ken Miyauchi

7/7 (100%)

Kentaro Kawabe

1/1 (100%)

Rene Haas

6/6 (100%)

Masami Iijima

7/7 (100%)

Yutaka Matsuo

7/7 (100%)

Keiko Erikawa

7/7 (100%)

Kenneth A. Siegel

7/7 (100%)

David Chao

7/7 (100%)

Notes:
1. Excludes the number of the meetings not held in person
2. The attendance data for Board Director Rene Haas is since his appointment on June 21, 2023, and for Board Director
Kentaro Kawabe is up to his retirement on June 21, 2023.

(b) Nominating & Compensation Committee (Voluntary Advisory Body to the Board of Directors)
This information is described in “Supplementary information” of “Voluntary establishment of committee(s)corresponding to a nominating committee or compensation committee” under “1. Organizational
composition and operation,” under “II. Business management organization and other corporate
governance systems regarding decision-making, execution of business, and oversight in management.”33

(2) Other Committees Established by the Board of Directors(a) Investment Committee
The Investment Committee has the purpose of making decisions on matters for which it has beendelegated authority by the Board of Directors, in order to carry out corporate activities flexibly. The
Committee comprises four Board Directors or corporate officers elected by the Board (Masayoshi Son,
Yoshimitsu Goto, Kazuko Kimiwada, and Tim Mackey).
The agenda items for discussion in the Investment Committee are set forth in the Regulations of theInvestment Committee. The committee resolves the following matters:i.

Matters such as investments and loans and borrowings of a certain size that do not meet the criteria
set forth in the Board of Directors Regulations

ii. Certain matters related to subsidiaries (excluding listed subsidiaries and their subsidiaries), such as (a)investments and loans and borrowings of a certain size that do not meet the criteria set forth in the
Board of Directors Regulations, (b) issue and gratis issue of new stock or stock acquisition rights, etc.
(except matters such as the issue of new stocks that will not alter the shareholding ratio), (c) issue ofcorporate bonds, (d) overseas business expansion, and (e) entry into new business fields
iii. Other matters
Resolutions of the Committee are only approved by majority agreement. If a proposal is rejected, it isbrought to the Board of Directors. All resolutions of the committee are reported to the Board of Directors.
(b) Brand Committee
The Brand Committee is a committee that has been delegated authority by the Board of Directors tomake decisions on and properly manage matters related to the SoftBank brand. The Committee
comprises five members including the chairman (Board Director, Corporate Officer, Senior Vice President
Yoshimitsu Goto), who has been selected by the Board of Directors, and four members (Corporate Officer,
Senior Vice President Kazuko Kimiwada, the head of CLO Office Natsuko Oga, the head of the Corporate
Communications Office Takeaki Nukii, and the head of the General Administration Department TatsuyaIida), who have been appointed by the chairman.
The agenda items for discussion at the Brand Committee are set forth in the Regulations of the Brand
Committee. The Committee resolves the following:i.

Certain matters related to the licensing of the SoftBank brandii. Matters related to a consideration for use of the SoftBank brandiii. Certain matters related to the cancellation of licensing of the SoftBank brandiv. Basic policy and important matters related to the management of the SoftBank brandv. Certain matters other than the above related to the SoftBank brand
Resolutions of the Committee are only approved by unanimous agreement from all members. Alldecisions made by the Committee are reported to the Board of Directors.

34

(c) Group Risk and Compliance Committee
The Group Risk and Compliance Committee was established by the Board of Directors for the purpose of
supervising the risk management and compliance program of the Group, and continuously discussing
their material issues, promotion policies, and the like. The Committee comprises three members including
the chairperson (Corporate Officer, Chief Legal Officer (CLO) Tim Mackey), who has been appointed asGroup Compliance Officer (GCO) by the Board of Directors, and two members (Board Director, Corporate
Officer, Senior Vice President Yoshimitsu Goto, and Corporate Officer, Senior Vice President Kazuko
Kimiwada).
The matters to be discussed by the Group Risk and Compliance Committee are set forth in the Group
Risk and Compliance Committee Operation Regulations. The Committee discusses matters related to theGroup’s risk management and compliance activities: (i) overall policies such as basic policy and activity
themes, (ii) policies, systems and status of promotion of individual activities related to material issues,and (iii) any other matter deemed necessary by the chairperson or a member.
The Group Risk and Compliance Committee’s decisions are only approved by majority agreement. The
Committee reports to the Board of Directors periodically (at least once a year) on the matters to be
discussed by the Committee, the results of the discussions, and the like, in accordance with the provisionsof the Board of Directors Regulations.
(d) Sustainability Committee
The Sustainability Committee was established by the Board of Directors for the purpose of continuously
discussing sustainability-related issues, promotion policies, and the like of the Group. The Committee
comprises four members including the chairperson (the head of the Investor Relations Department andthe Sustainability Department, Yotaro Agari), who has been appointed as Chief Sustainability Officer by
the Board of Directors, and three members (Board Director, Corporate Officer, Senior Vice President and
CFO & CISO* Yoshimitsu Goto, Corporate Officer, Senior Vice President Kazuko Kimiwada andCorporate Officer and CLO & GCO Tim Mackey).
The matters to be discussed by the Sustainability Committee are set forth in the Sustainability
Committee Operation Regulations. In order to promote the sustainability-related activities of the Group,
the Committee discusses: (i) overall policies such as the sustainability vision and basic policy, (ii)sustainability-related issues, target setting, and policies of individual activities such as information
disclosure policy, (iii) sustainability promotion systems and operation policy, and (iv) any other matter
deemed necessary by the chairperson or a member in connection with the items above.
The Sustainability Committee reports to the Board of Directors as necessary on the matters to be
discussed by the Committee, the results of the discussions, and the like, in accordance with the provisionsof the Board of Directors Regulations.
*CISO means Chief Information Officer.
(3) Audit & Supervisory Board Members and the Audit & Supervisory Board

35

The Audit & Supervisory Board Members attend the Board of Directors meetings, allowing them tomonitor and verify the decision-making of the Board and fulfillment of the Board’s obligation to supervise
the execution of duties by each Board Director. Moreover, the Audit & Supervisory Board Members
receive regular reports from Board Directors, employees, Audit & Supervisory Board Members and otherpersonnel of major subsidiaries and conduct hearings, as necessary, to audit the execution of duties by
the Board Directors of SBG.
The Audit & Supervisory Board has been established to receive reports on, deliberate and resolve
important matters related to audits. The Audit & Supervisory Board consists of four External Audit &Supervisory Board Members (two full-time members and two part-time members), and is chaired by
Maurice Atsushi Toyama, who has served as full-time Audit & Supervisory Board Member since June
2015. SBG ensures adequate independence of each of the External Audit & Supervisory Board
Members, who possess a wealth of knowledge and experience in their professional roles as a lawyer,
certified public accountant or Representative Executive Officer and a risk management manager atfinancial institutions.
The Audit & Supervisory Board meets once a month, in principle. At these meetings, in addition toformulating the audit policy and plan, details of various internal and external meetings attended
only by full-time members are reported to part-time members. The Audit & Supervisory Board also
explains details of the audit plan for each fiscal year, interim audit status, and audit results to theBoard of Directors. Furthermore, as described in “2. Audit by the Independent Auditor, (1) Status ofaudit by the Independent Auditor, iv. Policy for selection of audit corporation and evaluation of audit
corporation by the Audit & Supervisory Board,” the Audit & Supervisory Board determines whether
or not the reappointment of the Independent Auditor is appropriate, each term. The Audit &Supervisory Board Office is established to support the duties of all the Audit & Supervisory Board
Members and the office comprises four dedicated personnel who act under the directions of the
Audit & Supervisory Board Members to gather information, investigate financial statements,
requests for approval, treasury stock and matters related to the General Meeting of Shareholders,among other matters, and give other assistance. SBG and each of its Audit & Supervisory Board
Members have concluded a contract to limit liability for damage stipulated in Paragraph 1, Article
423 of the Companies Act in accordance with Paragraph 1, Article 427 of the Companies Act. The
amount of limit of liability for damage is stipulated in the relevant contract as ¥10 million or theminimum amount of limit of liability that the relevant laws and regulations stipulate, whichever ishigher.
The contents of the matters deliberated by the Audit & Supervisory Board in fiscal 2023 were as follows.
Category

Governance

Risk

Specific considerations
SBG’s governance structure relating to the important decision making
Process and structure that facilitate the effective deliberation （includingESG）at SBG’s Board of Directors.
Management and supervisory structure of subsidiaries and investees
Status of the design and operation of Internal Control
Status of operation of Risk Management System

36Compliance

Status of operation of the insider information (MNPI) and investment
conflicts management system

Meeting attendance of the External Audit & Supervisory Board Members
Attendance at the Audit & Supervisory Board meetings during fiscal 2023 was as follows.
Audit & Supervisory Board
Board of Directors
Meetings attended/Meetings held
Meetings attended/Meetings held
(attendance rate %)(attendance rate %)Maurice Atsushi Toyama
6/7 (85.7%)
12/12 (100%)
Yuji Nakata

7/7 (100%)

12/12 (100%)

Soichiro Uno

7/7 (100%)

12/12 (100%)

Keiichi Otsuka

7/7 (100%)

12/12 (100%)Note:
1. Excludes the number of the meetings not held in person(4) Internal audits
The Internal Audit Office, which comprises seven staff members, conducts internal audits of theCompany’s internal departments and subsidiaries to check that duties are carried out legally andcorrectly based on laws and regulations, the Articles of Incorporation, and internal regulations, while
maintaining its independence within the Company. The results of these internal audits are reported to
the CEO, and briefings are also given to the Board of Directors and the Audit & Supervisory Board.
1. Audit by the Independent Auditor(1) Status of audit by the Independent Auditor
SBG concluded an independent audit agreement with Deloitte Touche Tohmatsu LLC based on the
Financial Instruments and Exchange Act. The names of the certified public accountants who executed
audit duties, the consecutive auditing period, the number of assistants for audit duties, the policy forselection of audit corporation and evaluation of audit corporation by the Audit & Supervisory Board forfiscal 2023 are as follows:i. Names of certified public accountants who executed audit duties
Designated Limited Liability Partner and Engagement Partners:
Nozomu Kunimoto, Ayato Hirano, Yusuke Masuda
ii. Consecutive auditing period
18 years

37

iii. Composition of assistants who supported audit duties
Certified public accountants: 35, Others: 52
iv. Policy for selection of audit corporation and evaluation of audit corporation by the Audit & Supervisory
Board
The Audit & Supervisory Board sets forth criteria for appropriately selecting an Independent Auditor
and appropriately evaluating the Independent Auditor in the Audit & Supervisory Board Members Audit
Regulations. In accordance with such criteria, the Audit & Supervisory Board takes into account thesystem to ensure the proper execution of duties by the Independent Auditor, the independency
required by the Independent Auditor, and its expertise including the possession of worldwide network
resources, and determines whether the reappointment of the Independent Auditor is appropriate eachyear. The Audit & Supervisory Board has determined that reappointment was appropriate for this fiscal
year. In the event that the Audit & Supervisory Board determines that reappointment is inappropriate, it
considers other candidates for Independent Auditor in accordance with such criteria, upon taking into
account factors such as audits at other companies.
The Audit & Supervisory Board has resolved, as its decision-making policy of dismissal or not
reappointing of the Independent Auditor, that the Independent Auditor may be dismissed by the Audit& Supervisory Board with unanimity of Audit & Supervisory Board Members when the Independent
Auditor corresponds to any of Paragraph 1, Article 340 of the Companies Act, and that, other than thosecases above, the Audit & Supervisory Board shall submit a proposal on dismissal or not reappointing of
the Independent Auditor to the Annual General Meeting of Shareholders when it is acknowledged thatthe execution of appropriate audit is difficult due to the occurrence of an event which impairs thequalification or independency of the Independent Auditor.
(2) Compensation for audits and other duties
i. Compensation for auditing certified public accountants and other assistants• Compensation for audit certification duties
SBG: ¥920 million
Consolidated subsidiaries: ¥4,547 million• Compensation for non-audit duties
SBG: ¥16 million
Consolidated subsidiaries: ¥83 million
The non-audit duties for SBG consist of the preparation of comfort letters when issuing corporate
bonds. The non-audit duties for the consolidated subsidiaries of SBG mainly consist of the
preparation of comfort letters when issuing corporate bonds.
ii. Compensation to the same network as SBG’s auditing certified public accountants and otherassistants (Deloitte Touche Tohmatsu Limited) (excluding “Compensation for auditing certified public
accountants and other assistants”)

38• Compensation for audit certification duties
SBG: Consolidated subsidiaries: ¥5,510 million• Compensation for non-audit duties
SBG: ¥0 million
Consolidated subsidiaries: ¥116 million
The non-audit duties for SBG consist of advisory services for taxation. The non-audit duties for the
consolidated subsidiaries of SBG mainly consist of consulting services for system construction
support.
iii. Other material compensation for audit certification duties
Not applicable.
iv. Reason(s) why the Audit & Supervisory Board gave its consent to the compensation of the Independent
Auditor, etc.
The Audit & Supervisory Board, based on the “Practical Guidelines for Cooperation with Accounting
Auditors“ published by the Japan Audit & Supervisory Board Members Association, reviewed andexamined the plan details of the audit conducted by the Independent Auditor, the performance statusof accounting audit duties, and the basis for calculating compensation estimates, and from the results,
has given consent prescribed in Paragraph 1, Article 399 of the Companies Act for the compensation
paid to the Independent Auditor.

3. Reasons for adoption of current corporate governance system
SBG adopts the company with Audit & Supervisory Board system. As explained in “2. Matters regarding
functions of business execution, auditing, oversight, nomination, and compensation decisions: overview
of current corporate governance system,” its corporate governance system is built around the Board of
Directors, the Audit & Supervisory Board Members, and the Audit & Supervisory Board.
The Board Directors carry out lively discussions at each Board of Directors meeting. Moreover, since
five of the nine Board Directors are External Board Directors (four of whom are Independent External
Board Directors), management benefits from diverse perspectives and the function for mutual
monitoring between Board Directors are enhanced.
The Audit & Supervisory Board Members conduct strict audits of the Board Directors’ execution ofduties from their specialist perspectives as a certified public accountant, a lawyer, or other professional.
Moreover, since all of the four Audit & Supervisory Board Members are External Audit & Supervisory
Board Members (three of whom are Independent External Audit & Supervisory Board Members), SBG’saudit function is enhanced by ensuring more independent perspectives.
The current system is thus selected because SBG judges that it can ensure effective corporate
governance.

39III. Implementation of measures for shareholders and otherstakeholders
1. Measures to vitalize the General Meeting of Shareholders and enable smooth exercise

of voting rights
Supplementary information
Early notification of General
Meeting of Shareholders

SBG dispatched the Notice for the 44th Annual General Meeting of
Shareholders held on June 21, 2024 on the statutory dispatch date, andposted it on its website six days before being dispatched.

Scheduling AGMs avoiding thepeak dayTo allow a greater number of the shareholders to attend, SBG schedules
the Annual General Meeting of Shareholders on off-peak days when
meetings of many other companies are not concentrated.

Allowing electronic exercise of
voting rights

A system for executing voting rights through the Internet has been inplace since 2002, the 22nd Annual General Meeting of Shareholders.

Participation in electronic
voting platform

SBG has participated in the Electronic Voting Platform for institutionaland other investors since the start of the service in 2006, the 26th
Annual General Meeting of Shareholders.

Providing convocation noticein English

SBG prepares an English translation of the full text of its Notice ofAnnual General Meeting of Shareholders and promptly posts it
on its website following the disclosure of the Japanese version.
Furthermore, SBG provides the English translation of the Noticeto the voting platform.
Initiatives to promote understanding:At the Annual General Meeting of Shareholders, SBG uses video footage
to report on its operations to help shareholders better understand theresults of operations and the status of its businesses. Representative
Director, Corporate Officer, Chairman & CEO, who chairs the meeting,
explains the Company’s corporate philosophy and vision as well as its
medium to long term business strategies in addition to reporting on
legally mandated items.
The Notice of the General Meeting of Shareholders provides
shareholders with a greater volume of information to use in exercising
their voting rights. To facilitate easy reading, the information in thenotice is illustrated with charts and color photographs.

Other

Disclosure of voting results:
The voting results for proposals at the General Meeting of Shareholders
are posted in an Extraordinary Report on EDINET, as well as being
posted in both Japanese and English on SBG’s website.
Utilization of the Internet:
SBG offers the option of attending the Annual General Meetings ofShareholders via the Internet, and provides live webcasts of theAnnual General Meetings of Shareholders on the Internet, which areavailable at a later date as archived streaming on its website.

40

2. IR activities
Supplementary information

Explanation byrepresentative

Preparation and publication of
disclosure policy

SBG publishes its policy for IR activities on its website.
The webpage titled "IR Activities" shows mattersrelated to information disclosure, including the basic
policy, disclosure standards, and methods. The pagealso lists measures to improve communications andthe quiet periods for IR activities.
For details, please refer to the website:
https://group.softbank/en/about/corporate_governan
ce/ir_activities

Regular briefings for retailinvestors

SBG is vigorously working on IR activities targeting
retail investors. In fiscal 2023, briefing sessions forretail investors were held twice in-person and threetimes online.

Regular briefings for analysts
and institutional investors

Earnings results briefings:
None
On the days when quarterly earnings results areannounced, SBG holds earnings results briefings forthe media, analysts, and institutional investors. The
Board Director, Corporate Officer, Senior Vice
President & CFO delivers an overview of the earnings
results and explains the Company’s businessstrategies.
Following the earnings result briefing, SBG holds
briefings for analysts and institutional investors. At
briefing sessions for investors, the Board Director,
Corporate Officer, Senior Vice President & CFO andthe Corporate Officer, Senior Vice President, Head of
Accounting Unit provide detailed explanations ofearnings results, the CFO of the managing company of
SoftBank Vision Funds provides explanations of thefunds’ investment performance, and the IR officer at
Arm Holdings plc, a listed subsidiary, provides an
overview of its earnings results.
Others:In March 2024, the first Arm business briefing washeld for analysts and institutional investors after thelisting of Arm Holdings plc.
Videos of these briefings and the contents of the
Q&A sessions are published on the following
website.
https://group.softbank/en/ir/presentations

41

None

Regular briefings for overseas
investors

Overseas IR activities:
SBG participates in conferences held by securities
companies, and the Board Director, Corporate
Officer, Senior Vice President & CFO provides
explanations and conducts Q&A sessions concerningbusiness and financial strategies. SBG’s IR personnel
in each of the Tokyo, the U.S., and the UK offices also
explain its business and financial strategies toinstitutional investors.
Earnings results conference calls:
On the days when quarterly earnings results areannounced, SBG conducts a conference call primarily
for institutional investors overseas. The Board
Director, Corporate Officer, Senior Vice President &CFO delivers an overview of the earnings results,
explains the Company’s business strategies, andholds a Q&A. The contents of the Q&A sessions, aswith the earnings results briefings, are published on
the above website.
Others:
SBG provides live webcasts of earnings results
briefings and the Annual General Meetings ofShareholders in English on its website. VOD is
made available after them. On the days whenquarterly earnings results are announced, a video
message in English is also delivered to overseas
investors from the Board Director, Corporate
Officer, Senior Vice President & CFO.

Posting of IR materials on
websiteThe following IR materials (including related areas)are posted on SBG’s website. Items (a) through (e)and (g) through (k) are posted in both Japanese andEnglish, of which (a) through (e), (g), (h), and (k) areposted in Japanese and English at the same time.
(a) Consolidated financial reports(b) Earnings results briefing presentation materials(c) Data sheets(d) Investors briefing presentation materials(e) Important news releases including timely
disclosures(f) Annual securities reports and quarterly reports(g) SoftBank Group Reports (annual reports)(h) Corporate governance reports(i) Sustainability-related materials(j) Notices of the Annual General Meetingof Shareholders(k) Presentation materials about the explanation on
business strategy for the Annual General
Meeting of Shareholders(l) Reports to shareholders

42

None

Establishment of department incharge of IR

The Investor Relations Department is established tohandle IR. As of June 1, 2024, 17 people in thedepartment (including overseas locations) were
engaged in IR activities.

Other

SBG provides live webcasts of earnings results
briefings on its website, as well as its official social
media accounts.
After the earnings presentation is concluded, thereplay is promptly made available on SBG’s
website.

43

3. Measures to ensure due respect for stakeholders
Supplementary information
Stipulation of internal rules
for respecting the positionof stakeholders

Implementation ofenvironmental activities, CSR
activities etc.

Development of policies on
information provision to
stakeholders

SBG sincerely engages with the expectations from its shareholders,
creditors, customers, business partners, employees, local
communities (governments, administrative agencies, regional
communities, NPOs, NGOs, etc.), and all other stakeholders, andaims to grow together with them. To this end, SBG has establishedthe SoftBank Group Sustainability Principles, the Environmental
Policy, the Human Rights Policy, the Portfolio Company
Governance and Investment Guidelines Policy and the Supplier
Code of Conduct. The details can be viewed on SBG’s website:
https://group.softbank/en/sustainability
In the environment where issues surrounding the Group, such as
climate change, more frequent natural disasters, growing
inequalities, and issues associated with ensuring diversity, areincreasingly globalized, each group company is autonomously
engaged in their activities that leverage the nature and scope of
their respective businesses.
Details of specific activities can be viewed on SBG’s website:
https://group.softbank/en/sustainability
SBG strives to ensure timely and appropriate disclosure of
information according to the statutory disclosure requirements
based on the Financial Instruments and Exchange Act and otherrelevant acts and ordinances, and as required by the Rules on
Timely Disclosure issued by the Tokyo Stock Exchange. SBG also
discloses critical information that is not subject to either statutory
disclosure or timely disclosure requirements but could potentiallyaffect investment decisions. This information is disclosed in a fairand prompt manner so as to give all the stakeholders equal accessto it. SBG also works to enhance information disclosure to
stakeholders through the SoftBank Group Reports (annual reports),
website, reports to shareholders, and other means. Most of thesematerials, with a few exceptions, are made available both inJapanese and English to narrow the information gap between
disclosure in Japanese and English.

44

IV. Matters related to the internal control system
1. Basic views on the internal control system and the progress of system development
The information below explains SBG’s system to ensure the appropriateness of its operations and its
implementation status.
(1) System to ensure the appropriateness ofoperations
System to ensure that the execution of duties by Board Directors and employees is incompliance with laws, regulations, and the Articles of Incorporation of SBG
SBG has established the SoftBank Group Code of Conduct to be followed by all Board Directors andemployees to ensure that corporate activities are appropriate based not only on regulatory compliance but
also on high ethical standards, and has established the following structure to continuously reinforce thecompliance system:
1. A Chief Compliance Officer (CCO) is appointed. In addition to proposing and carrying out measuresrequired to establish and enhance SBG's compliance system, the CCO periodically reports to the Boardof Directors on compliance-related issues and the status of addressing those issues.
2. Whistle-blowing system is established for direct reporting and consultations by directors andemployees to quickly identify, rectify, and prevent the reoccurrence of any inappropriate issues
in corporate activities. SBG prohibits disadvantageous treatment of whistle-blowers for having
made reports in the Internal Reporting Regulations.
3. The Internal Audit Office carries out audits on the effectiveness of the system for compliance in linewith laws, regulations, and the Articles of Incorporation, and the results ofthose audits are reported to
the CEO. The Internal Audit Office also works in cooperation with the Board Directors including
External Board Directors and the Audit & Supervisory Board Members including External Audit &Supervisory Board Members by explaining the results of those audits tothe Board of Directors and the
Audit & Supervisory Board.
System for the storage and management of information regarding the execution of duties by Board
Directors
SBG has established the following system to appropriately store and maintain documents and otherimportant information related to the execution of duties by Board Directors, including minutes andproposals of the Board of Directors meetings and requests for approval:
1. SBG determines retention periods and methods and measures to prevent accidents based on the
Information Security Basic Regulations, etc. and classifies and appropriately stores these
documents according to their degree of confidentiality.
2. SBG appoints a Chief Information Security Officer (CISO), and the CISO promotes the establishment
and reinforcement of information security system of SBG.

45

Regulations and systems related to risk management
SBG has established the following systems under the Chief Risk Officer (CRO) in order to eliminate or
reduce impediments to the sustainable growth of the entire Company.
1. Under the Company’s Risk Management Policy, SBG determines the following matters, based on the
Risk Management Regulations.
•

Officers and employees of SBG strive to foresee risks associated with the execution of business andrespond to the identified risks, as well as report to superiors or decision makers and the like.

•

Each department appoints a risk manager, who conducts appropriate identification of andresponse to risks and incidents and reports any identified risks and the status of responses thereto
to the Risk Management Office.

•

The Risk Management Office identifies and evaluates the risks and incidents of each department,
and monitors the status of responses thereto. It also provides support and performs checks toensure appropriate responses at each department. The Risk Management Office reports any
material risks and incidents to the Board of Directors and the Group Risk and Compliance
Committee.

2. The Internal Audit Office carries out audits on the effectiveness of the risk management processes.
System to ensure the efficiency of Board Directors in the execution of their duties
SBG has established the following structure to maintain an efficient management system:
1. SBG establishes the Board of Directors Regulations to clarify matters to be resolved by and reported to
the Board of Directors and lays out the Internal Approval Regulations and other regulations related to
institutional decision-making to clarify decision-making authority.
2. To strengthen functions for overseeing the execution of duties and enhance objectivity in management,
the Board of Directors shall include External Board Directors who are independent of the Company.
3. To ensure that the Board Directors, including External Board Directors, can discuss matters fullyat the Board of Directors meetings, SBG shall provide them with materials for the meeting in
advance, and with additional or supplementary materials upon their request.
4. The scope of operations, authority and responsibilities necessary for operations are clearly defined in
the Organization Management Regulations.
System to ensure appropriateness of the Company’s operations
SBG has established the SoftBank Group Charter to promote fundamental concepts and policies sharedthroughout the Company and Group Company Management Regulations of the SoftBank Group, which
set forth the management policies and systems of group companies. In addition, the SoftBank Group
Code of Conduct and the SoftBank Group Sustainability Principles are established as policies with which
the Company as well as its Board Directors and employees must comply. Based on the regulations, thefollowing systems have been established, giving consideration to the scale and materiality of group46

companies:
1. A Group Compliance Officer (GCO) is appointed to promote the establishment and reinforcement ofgroupwide compliance system, as the person ultimately responsible for compliance throughout theCompany. A whistle-blowing system has also been established to receive reports and provide
consultation to Board Directors and employees of group companies to quickly identify, rectify, andprevent the reoccurrence of any inappropriate issues in corporate activities. SBG prohibits
disadvantageous treatment of persons who have reported or consulted through the whistle-blowing
system for having done in the Group Company Management Regulations of the SoftBank Group.
2. CISO of SBG promotes the establishment and reinforcement of the group information security
governance system of the entire Group.
3. The representatives of group companies must submit a Representative Oath pertaining to thefinancial reports submitted to SBG, thereby ensuring the accuracy of the annual securities report andother documents submitted by the Group.
4. The Internal Audit Office comprehensively judges the results of past internal audits, thegovernancesystem, and the financial position of group companies, and carries out internal audits of groupcompanies deemed as having a high risk.
5. SBG determines the following matters based on the Risk Management Policy and the Group
Company Management Regulations.
•

Officers and employees of Group companies strive to foresee risks associated with the executionof business and respond to the identified risks, as well as report to superiors and the like.

•

Each Group company appoints a risk manager.

•

The risk manager of the Group company conducts appropriate identification of and response torisks and incidents of said Group company and reports any identified risks and the status of
responses thereto to the Risk Management Office of SBG. The risk manager also provides
support and performs checks to ensure appropriate identification of and response to risks andincidents in business units. In addition, the risk manager reports necessary risk information basedon the instructions of the Risk Management Officer of SBG in order to conduct risk management
across the Group.

•

The Risk Management Office of SBG identifies and evaluates the risks and incidents of the Group
companies, and monitors the status of responses thereto under the supervision of the CRO. It
also reports any material risks and incidents to the Board of Directors and the Group Risk andCompliance Committee.

System for excluding organized crime and other criminalelements
SBG clearly states in the SoftBank Group Code of Conduct its policy of having absolutely no association
with organized crime and other criminal elements that pose a threat to public order and safety. The
General Administration Department is responsible for dealing with inappropriate requests from47

organized crime and other criminal elements and will firmly refuse those requests in a resolute mannerin cooperation with the police and other external specialist institutions.
System related to support personnel who assist the Audit & Supervisory Board Members, mattersrelated to the independence of the relevant employees from the Board Directors, and mattersrelated to ensuring the effectiveness of instructions given to the relevant employees
SBG has established the Audit & Supervisory Board Office as an organization to support the work of the
Audit & Supervisory Board Members, and assigns dedicated staff to this department. Directions andinstructions to the support staff are issued by the Audit & Supervisory Board Members to ensure theeffectiveness of the instructions, and any personnel changes, evaluations, or other such actions require theagreement of the Audit & Supervisory Board Members.
System for reporting to the Audit & Supervisory Board Members
Board Directors and employees of SBG shall report the following matters to the Audit & Supervisory
Board Members:
1. Important matters related to the management, finances, or business execution of the Company
2. Matters related to the compliance system or use of the whistle-blowing system
3. The development status of internal controlsystem
4. Matters that could cause significant damage to SBG
5. Matters related to violations of laws, regulations, or the Articles of Incorporation
6. Results of audits conducted by the Internal Audit Office
7. Other matters that the Audit & Supervisory Board Members deem necessary to be reported in order forthem to execute their duties
Other systems to ensure that the audits by the Audit & Supervisory Board Members are conductedeffectively
1. When the Audit & Supervisory Board Members deem it necessary, opportunities shall be provided
for them to interview Board Directors or employees of the Company. In addition, the Audit &Supervisory Board Members periodically meet with the Independent Auditor and the Audit &Supervisory Board Members of major subsidiaries and other entities to exchange information andensure cooperation.
2. SBG prohibits disadvantageous treatment of persons who have reported or consulted with the Audit& Supervisory Board members for having done in the Internal Reporting Regulations and the Group
Company Management Regulations of the SoftBank Group.
3. SBG shall pay expenses related to the Independent Auditor, attorneys, and other professionals,
and other expenses associated with the execution of duties by the Audit & Supervisory Board

48

Members.
(2) Overview of the implementation status of the system to ensure the appropriateness of theoperations
Matters concerning compliance
SBG continues to conduct compliance training for Board Directors and employees of the Company, as
well as having the GCO share information, give advice, and so forth, as necessary to the CCO of groupcompanies for enhancing the compliance system. In addition, SBG works to ensure the effectiveness ofcompliance of the entire group by establishing and operating a whistle-blowing system so that Board
Directors and employees of the Company can report and consult directly. The effects of these measures
are reviewed to make improvements as necessary.
Matters concerning risk management
Based on the Company’s Risk Management Policy, SBG’s Risk Management Regulations, and the Group
Company Management Regulations of the SoftBank Group, each department of SBG and the officers,
employees and risk managers of the Group companies conduct appropriate identification of andresponse to risks and incidents in order to eliminate or reduce impediments to the sustainable growth of
the Company. The Risk Management Office of SBG also identifies, evaluates and monitors the risks andincidents of each department and the Group companies. Furthermore, the Risk Management Officereports any material risks and incidents to the Board of Directors and the Group Risk and Compliance
Committee.
Matters concerning group management
In managing and overseeing group companies as a holding company, SBG has established compliancewith the SoftBank Group Charter, Group Company Management Regulations of the SoftBank Group, theSoftBank Group Code of Conduct and the SoftBank Group Sustainability Principles, which are applied to
the Company. Reviewing as necessary such internal rules based on changes in the social environment andthe status of the Company, SBG continuously works on enhancing and strengthening the Company’s
management system.
Matters concerning internal audits
Based on the Internal Audit Regulations, the Internal Audit Office carries out audits on the effectivenessof the system for compliance with laws, regulations, and the Articles of Incorporation as well as the risk
management process at SBG. In addition, the department continuously carries out audits of groupcompanies deemed as having a high risk and reports the results of the audits to the CEO each time. The
Internal Audit Office also works in cooperation with the Board Directors including External Board
Directors and the Audit & Supervisory Board Members including External Audit & Supervisory Board
Members by explaining the results of those audits to the Board of Directors and the Audit & Supervisory
Board.

49

Matters concerning the execution of duties by Board Directors and employees
SBG ensures efficiency in the execution of duties by its Board Directors and employees based on internal
regulations such as the Board of Directors Regulations and Internal Approval Regulations. SBG also
ensures an environment where matters can be fully discussed at the Board of Directors meetings by Board
Directors, including Independent External Board Directors.
Matters concerning the execution of duties by Audit & Supervisory Board Members
The Audit & Supervisory Board Members attend SBG’s important meetings and arrange opportunities tointerview Board Directors and employees of the Company as necessary. In addition, they continue toenhance cooperation by holding regular meetings with the Independent Auditor and the Audit &Supervisory Board Members and other personnel of major subsidiaries. Through these efforts, the Audit &Supervisory Board Members ensure the effectiveness of audits.

2. Basic views on excluding organized crime and the progress of system development
SBG’s approach to excluding organized crime and other criminal elements, and its structures for doing
so are as described in “1. Basic views on the internal control system and the progress of systemdevelopment.”
SBG clearly states in the SoftBank Group Code of Conduct its policy of having absolutely no
association with organized crime and other criminal elements that pose a threat to public order andsafety. The General Administration Department is responsible for dealing with inappropriate requests
from organized crime and other criminal elements and will firmly refuse such requests in a resolutemanner in cooperation with the police and other external specialist institutions.

50

V. Other
1. Adoption of a policy for responding to takeovers (anti-takeover measures)
Adoption of anti-takeover measures

Not adopted

Supplementary information
SBG has not adopted any anti-takeover measures.

2. Other matters concerning the corporate governance systems(1) Group company management and oversight system
In its management and oversight of group companies as a holding company, SBG has established the
SoftBank Group Charter, Group Company Management Regulations of the SoftBank Group, theSoftBank Group Code of Conduct, the Supplier Code of Conduct and the SoftBank Group Sustainability
Principles. In addition, SBG has established the following policies with which the Company as well as its
officers and employees must comply.
Compliance with:
Anticorruption Policy
Brand Management Policy
Competition Law Compliance
Policy Conflicts of Interest Policy
Economic Sanctions Policy
Human Rights Policy
Information Security Policy
Insider Trading Policy
Privacy Policy
Policy on Governance and Investment Guidelines for Portfolio Companies
Environmental Policy
Tax Policy
Investment Conflicts and MNPI Governance Policy
Risk Management Policy(2) Information disclosure system
SBG’s basic approach to timely disclosure:
SBG strives to ensure fair and timely information disclosure as described in “1. Basic views” under “I.
Basic views on corporate governance, capital structure, corporate profile, and other basic information.”
SBG’s internal system for timely disclosure:
SBG conducts timely disclosure with the Investor Relations Department as the responsible department.
Group Company Management Regulations of the SoftBank Group set forth matters to be reported to
the Investor Relations Department related to timely disclosure, including required reporting times andprocedures. When timely disclosure is necessary, the Investor Relations Department prepares timely
disclosure materials in close coordination with related departments such as Accounting, Finance, Legal,and51

General Administration and swiftly conducts timely disclosure under the approval of the generalmanager of the Investor Relations Department.
Matters subject to timely disclosure requirements related to earnings results are compiled into a
disclosure document by the Accounting Department and relevant departments based on informationcollected from group companies. The general manager of the Accounting Department is responsible forpreparation of the disclosure document related to earnings results. The document is swiftly disclosed
under the approval of the Corporate Officer, Senior Vice President in charge.

Information disclosure system5253