Sustainability of the SoftBank Group

Environment

Society

GovernanceCorporate GovernanceCorporate Governance System

Corporate
Governance
We are actively enhancing andstrengthening our corporate governanceand working continuously to improve its
effectiveness. In fiscal 2020, SoftBank
Group Corp. newly established a
Nominating & Compensation Committee
and diversified its Board of Directors’
membership by appointing a female
Board Director. Since June 2021, External
Board Directors have accounted for amajority of all Board Directors, thereby
strengthening the supervisory functionof the Board of Directors.

Guided by a fundamental concept of “free, fair, and innovative,” and our corporate philosophy of “Information Revolution— Happiness for everyone,” SoftBank Group aims to be a provider of essential technologies and services to people aroundthe world while maximizing its enterprise value.
To realize this vision, we have formulated “the SoftBank Group Charter” to share our fundamental concept and corporate
philosophy and have devised the “Group Company Management Regulations of the SoftBank Group” to set forth ourmanagement policy and management framework for Group companies. We have also established the “SoftBank Group
Code of Conduct,” which prescribes policies to be followed by the directors, officers and employees of the Group, andcontinue to strengthen governance. Further, we have formulated “the SoftBank Group Sustainability Principles” to set out
matters necessary for the Group to appropriately carry out sustainability activities, and we will continue to meet the
expectations of customers, shareholders, creditors, business partners, employees, and other stakeholders and fulfill our
responsibilities as a company leading the Information Revolution with the goal of supporting a sustainable society.
Corporate governance system

Internal Board Director

External Board Director /External Audit & Supervisory
Board member

General Meeting of Shareholders

1994

Nominating &Compensation Committee
Ratio of External
Board Directors
2/3

SoftBank Group Corp.’s path tostrengthening governanceElect /
dismiss
Independent
AuditorElect / dismiss
members of Audit &Supervisory Board

Elect / dismiss
Board Directors

1995
1999

2002
Recommend
ReportBoard of Directors
Ratio of External
Board Directors*1
5/9
Separating themanagement
decision-making
from the businessexecution

ReportReportElectmembers /delegate
partialauthority

Investment
CommitteeElectchairperson /delegate
partialauthority

Brand
Committee

ReportElect
chairperson /supervise

ReportElect
chairperson /superviseGroup Risk andSustainability
Compliance
Committee
Committee

Audit

Call /
reporton
execution
situation

Supervise /elect /
dismiss

Representative
Director,
Corporate Officer,
Chairman & CEO

ReportReportAudit & Supervisory
Board

2003

Brief

Independent
AuditorCooperate

Ratio of External
Audit & Supervisory
Board members*2
4/4

Brief

Cooperate

Audit & Supervisory
Board OfficeInternal Audit
OfficeCorporate Officers

2006
2012
2015
2019
2020

Brief /
cooperate

2021

Registered as an OTC stock with the Japan
Securities Dealers Association(1998 Listed on the First Section of the Tokyo Stock
Exchange)
Appointed the first foreign national Board Director
Invited a Board Director from outside the company(equivalent to a current External Board Director)
transitioned to a pure holding company
External Board Directors system introduced in theCommercial Code (currently the Companies Act)
Started livestreaming of earnings results briefings
Started livestreaming of the General Meeting of
Shareholders
Companies Act enacted
Introduced a Corporate Officer system
Japan’s Corporate Governance Code entered into force
Established the Group Risk and Compliance
Committee
Formulated the Portfolio Company Governance andInvestment Guidelines Policy; increased the number
of External Board Directors from two to four;
appointed the first female Board Director;
established the Nominating & Compensation
Committee and the Sustainability Committee;
appointed a CSusO*3 and CRO*4 ; revised the Boardof Directors structure (separation of the
management decision-making function from thebusiness execution function)
Added environmental and social items to the above
policy; achieved a 55.6% external ratio of Board
Directors and a 100% external ratio of Audit &Supervisory Board members*3 Chief Sustainability Officer*4 Chief Risk Officer*1 Of the five External Board Directors, four are designated as Independent Officers.
*2 Of the four External Audit & Supervisory Board members, three are designated as Independent Officers.

Sustainability Report 2021

34

Sustainability of the SoftBank Group

Environment

Society

GovernanceCorporate Governance

Representative Director,
Corporate Officer,
Chairman & CEO

Independent
Officer

Position / Name

External Board
Director

Board Directors (As of June 23, 2021)
Term of office*Less than one
year indicatedwith “-”

Number ofshares owned(in thousands)*As of March 31,
2021

Skill matrix
Corporate Banking / Finance /Law /Academic
Technology
Diversity
management M&A Accounting Governancebackground

Reasons for appointment and major activities of External Board Directors

39 years

460,161—

2 years

1,078—

33 years

2,532

—

—

0.2

—

1

Activities
Makes remarks to support business judgments and decision-making based on his extensive knowledge
and broad experience in corporate management and governance, acquired through his career in the
management of a trading conglomerate with global business development. Also, as Chairperson of
the Nominating & Compensation Committee, leads objective discussions from an independent
standpoint and plays an important role in consulting with the Board of Directors.

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

Yoshimitsu Goto
Board Director

Ken Miyauchi
Board Director

Kentaro Kawabe
External Board Director,
Independent Officer

Masami Iijima
External Board Director,
Independent Officer

Yutaka Matsuo
External Board Director,
Independent Officer

Lip-Bu Tan
External Board Director,
Independent Officer

Keiko Erikawa
External Board Director

Kenneth A. Siegel

Sustainability Report 2021

3 years

2 years—

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

1 year—Activities
Makes remarks to support business judgments and decision-making based on his extensive knowledge
and broad experience in investment and corporate management, acquired through his career in the
management of an international venture capital company specializing in the technology field.

—

—

94

—

Reasons for appointment
Since founding KOEI Co., Ltd. (currently KOEI TECMO GAMES CO., LTD.), Ms. Erikawa has played a vital role indeveloping and strengthening the business foundation of the Group as a corporate manager and a finance manager,
and therefore has extensive knowledge and experience related to corporate management and technology. SoftBank
Group Corp. expects that she will use her wealth of knowledge and experience to supervise SoftBank Group Corp.
and offer advice and has therefore appointed her as an External Board Director for the further growth of the Group.
Reasons for appointment
After joining Morrison & Foerster LLP in August 1986, Mr. Siegel became Partner of the firm in January 1994 and thereafter Managing Partnerof Morrison & Foerster Tokyo Office (Morrison & Foerster Gaikokuho Jimu Bengoshi Jimusho) in August 1996. Having engaged in corporate
acquisitions, joint venture deals, and strategic alliances, he has extensive knowledge and experience as a lawyer. Although he does not havemanagement experience, SoftBank Group Corp. expects that he will use his wealth of knowledge and experience to supervise SoftBank
Group Corp. and offer advice and has therefore appointed him as an External Board Director for the further growth of the Group.

35

Sustainability of the SoftBank Group

Environment

Society

GovernanceCorporate GovernanceFull-time External Audit &Supervisory Board member,
Independent Officer

Independent
Officer

Position / Name

External Audit &Supervisory
Board Member

Audit & Supervisory Board Members (As of June 23, 2021)
Term of office*Less than one
year indicatedwith “-”

Number ofshares owned(in thousands)*As of March 31,
2021

Skill matrix—

Activities
Makes remarks based on his extensive knowledge and experience as a Certified Public Accountant,State of California, U.S.

——

Reasons for appointment
Has extensive knowledge and experience related to corporate management and risk management,
having served as Representative Executive Officer and a risk management manager at financial
institutions. SoftBank Group Corp. appointed him as External Audit & Supervisory Board member withthe expectation that he will conduct audits from a fair, objective, and independent standpoint basedon his knowledge and experience.

17 years—

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

—

Reasons for appointment
Has extensive knowledge and experience as a Certified Public Accountant. Although Mr. Otsuka does
not have management experience other than as an external officer, SoftBank Group Corp. appointed
him as External Audit & Supervisory Board member with the expectation that he will conduct audits
from a professional standpoint based on his knowledge and experience, and from a more
independent standpoint.

6 years

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

Yuji Nakata
External Audit & Supervisory
Board member

Soichiro Uno
External Audit & Supervisory
Board member,
Independent Officer

Reasons for appointment and major activities of Audit & Supervisory Board Members

Corporate Banking / Finance /Law /Academic
Technology
Diversity
management M&A Accounting Governancebackground—Keiichi Otsuka

Committees
As part of its efforts to strengthen corporate governance, SoftBank
Group Corp. has established voluntary committees that report to or
provide recommendations to the Board of Directors.
Each of the respective committees discusses important issues andpromotion policies, thereby building a system that ensures appropriate
management decisions without compromising the efficiency of the Boardof Directors. The committees include: the Nominating & Compensation
Committee, which deliberates and submits its opinions to the Board of
Directors regarding policies related to the election, dismissal, evaluation,and compensation of the Board Directors; the Investment Committee,
which makes decisions on investments, loans, and borrowings; the Brand
Committee, which is responsible for decision-making and management ofmatters related to the SoftBank brand; the Group Risk and Compliance
Committee (GRCC); and the Sustainability Committee.
Sustainability Report 2021

Chairperson

Main roles

Nominating &Compensation
Committee

Masami Iijima

Investment
Committee—

Brand Committee

Yoshimitsu Goto

Deliberates on Board Director election anddismissal criteria, candidate proposals, individual
remuneration, and policies, etc. related toevaluation and remuneration, and makes
recommendations to the Board of Directors
Decides matters stipulated in the Regulations of
the Investment Committee, including investment,
loans, and borrowings under a certain amount
Decides matters stipulated in the Regulations of
the Brand Committee, including management andlicensing of the SoftBank brand

External Board Director, Independent
Officer

Board Director, Corporate Officer,
Senior Vice President, CFO, CISO &CSusOGroup Risk andCompliance
Committee

Tim Mackey

Sustainability
Committee

Yoshimitsu Goto

Corporate Officer, CLO & GCO

Board Director, Corporate Officer,
Senior Vice President, CFO, CISO &CSusO

Deliberates on policies, promotion systems, andstatus of risk management and complianceactivities of the Company and the Group
companies, and other matters deemed necessary
by the committee chairperson or members
Deliberates over important issues, promotion
policies and related issues regarding sustainability
at the Company and its Group companies

Number of members & composition

3 members(including 2 External Board Directors)

4 members
1 Chairperson
4 members(Corporate Officer, Senior Vice President / Head of the
Corporate Legal Department / Head of the Corporate
Communications Office / Head of the General
Administration Department)

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

1 Chairperson
3 members(Corporate Officer, Senior Vice President / Corporate
Officer, CLO & GCO / Head of the General
Administration Department)

36

Sustainability of the SoftBank Group

Environment

Society

GovernanceCorporate GovernanceEvaluation of the Effectiveness of the Board of Directors

Approach and Policies on Group Management

SoftBank Group Corp. conducts an evaluation of the effectiveness of the Board of Directors
on an annual basis. The latest evaluation was conducted from November 2020 to April
2021. SoftBank Group Corp. had an independent organization conduct a questionnaire
and interviews with its Board Directors and all of its Audit & Supervisory Board Members
from the perspective of the composition, operation, and support systems of the Board of
Directors, and conducted an evaluation of the effectiveness of the Board based on the
results of the questionnaire and interviews. The results of the evaluation confirmed theoverall effectiveness of the Board of Directors.
At the same time, in the questionnaire and interviews, discussion of management strategy
and planning, establishment and supervision of internal control systems, oversight of conflictsof interest, as well as management and oversight of the Group companies and investees,
were often cited as important roles for the Board of Directors. In light of such roles of
SoftBank Group Corp. as a strategic holding company, it was recognized that there is a needto further enhance reporting on the status of the Group as a whole and to discuss oversightto prevent conflicts of interest. In addition, it was pointed out that there is a need to improve
Board of Directors’ meeting materials, including the depth of information necessary forconsidering and discussing the agenda and the timing of their provision, as well as a need toensure the effectiveness of oversight related to the nomination and compensation of Board
Directors and senior management within the Nominating & Compensation Committee.
The results of the evaluation were reported at the Board of Directors meeting held in April
2021, and the Board has confirmed that it will make improvements with regard to theindicated issues.

SoftBank Group Corp. is working to increase NAV (Net Asset Value) while building a
corporate group that engages in a wide range of businesses in the information andtechnology sectors through direct investments,*1 including those in Group companies, andinvestments in investment funds.*2 In this process, each portfolio company will seek selfsustained growth, while the Company, as a strategic investment holding company, will
support each portfolio company in its increase of corporate value by promoting
collaboration among the portfolio companies by leveraging the Group network.
Furthermore, SoftBank Group Corp. will confirm, or make reasonable efforts to ensure,that each portfolio company operates under standards of environmental, social, andcorporate governance that are substantially equivalent to the standards set forth in the“Portfolio Company Governance and Investment Guidelines Policy.”

Schedule for evaluation of Board of Directors
June
Update and disclosure of the Corporate
Governance Report (including evaluation results)

April-May
Compilation of evaluation results
Analysis of evaluation results
Evaluation results
report submitted at
the Board of Directors
meeting in April

P

A

PDCA cycle
implemented
each year

C
January-March
Implementation of the evaluation plans

Sustainability Report 2021

Resolution on the Corporate Governance
Report at the Board of Directors meeting in
June

D
July-December
Consideration andformulation ofevaluation plans
Evaluation plan reportsubmitted to the Boardof Directors meetingin October*1 Including investments made through subsidiaries.
*2 SVF1, SVF2, etc.

Portfolio Company Governance and Investment Guidelines Policy
In January 2020, SoftBank Group Corp. implemented Portfolio Company Governance andInvestment Guidelines Policy to clarify the standards related to the corporate governance of
portfolio companies that should be considered when the Company and its subsidiaries* 3
consider an investment. This policy covers a wide range of important corporate governanceissues such as a portfolio company’s board composition, founder and management rights,
rights of shareholders (including matters on super-voting shares), and mitigation ofpotential conflicts of interest. The policy sets forth general principles and allows for each
investing entity to exercise discretion with certain limitations. Each investing entity isrequired to monitor the corporate governance of each portfolio company and report to theCompany periodic basis. Annual assessments of compliance with this policy were reported
to SoftBank Group Corp.’s Board of Directors in January 2021. Moreover, in May 2021,
SoftBank Group Corp. revised this policy to go beyond corporate governance to include
environmental and social items with respect to a series of processes from investment
screening through post-investment monitoring to annual assessment. With regard to theenvironmental and social items, we continue to examine ways of establishing best practices
at the Company to ensure greater returns without sacrificing the speed of investment
decision-making.
*3 Includes SVF1, SVF2, and investment subsidiaries managed by subsidiaries of SoftBank Group Corp., but excluding listed companies
and subsidiaries that SoftBank Group is restricted from controlling for regulatory reasons.

37Sustainability of the SoftBank Group

Environment

Society

GovernanceCompliance

SoftBank Group Code of Conduct
As a strategic holding company, SoftBank Group Corp. established the“SoftBank Group Code of Conduct” to further reinforce the entire Group’s
ethics and compliance structure. The SoftBank Group Code of Conduct applies
to everyone at the SoftBank Group - the Group’s directors, officers andemployees in every country, region, business unit and department. SoftBank
Group Code of Conduct clearly describes our five commitments, namely, ourcommitments to integrity and respect; being customer driven; transparency androbustness; diversity, inclusiveness and an engaging environment; and fairbusiness practices. It also stipulates action statements, which provide direction
in conducting business ethically, regarding the five commitments.

Compliance
The SoftBank Group believes that it isessential that we conduct our businessaccording to the highest ethicalstandards, not just in compliance withthe law. All of our business activities are
based on a relationship of trust withsociety, and any act that violates thistrust could threaten the Company’sbusiness activities. Based on this idea, weplace great importance on being anorganization where each and every
employee has a high regard for ethics intheir daily work and the ability to always
act with integrity.

See our corporate website for further details.

Ethical Standards of the SoftBank GroupWe Commit toIntegrity and
Respect

We Commit to
Being Customer
DrivenWe Commit toTransparency andRobustness

We Commit to Diversity,
Inclusiveness and an
Engaging Environment

We Commit to
Fair BusinessSupplier Code of Conduct
The SoftBank Group is expanding its business in a wide range of areas and sectors across the globe in order to become themost needed corporate group in the world, and in furtherance of this goal it has built a diverse supply chain both in Japanand overseas. The SoftBank Group believes that it is essential for our supply chains not only to comply with laws, but also to
conduct business based on high ethical standards. Accordingly, SoftBank Group Corp. formulated the “Supplier Code of
Conduct” in May 2021, which defines the items that we expect of our suppliers, and requires them to work in accordancewith the ethical standards set forth in the Supplier Code of Conduct, together with their suppliers. Going forward, theSoftBank Group will continue to contribute to sustainable development and the resolution of environmental and social
challenges.
See our corporate website for the full text of our Supplier Code of Conduct.

Sustainability Report 2021

38

Sustainability of the SoftBank Group

Environment

Society

GovernanceComplianceGroup Compliance Structure

Ethics & Compliance Helpline (Internal Reporting System)

In order to concentrate authority over compliance and address issues quickly, SoftBank
Group Corp. designated the Group Compliance Officer (GCO) as the officer responsible forcompliance across the entire Group, and appointed Tim Mackey, who serves as Corporate
Officer, CLO, and Head of Legal Unit. Each Group company has also appointed a Chief
Compliance Officer (CCO) who is responsible for compliance.
The GCO and the CCOs of each Group company are responsible for planning andexecuting the necessary initiatives for the establishment and strengthening of thecompliance structure to engage in corporate activities that adhere to high social ethics, incooperation with compliance chiefs who undertake monitoring and education of eachdepartment in day-to-day operations. In addition, through sharing information on a regularbasis at the CCO meeting, the GCO and CCOs work to identify and resolve compliancerelated issues while promoting initiatives to raise compliance awareness throughout theGroup.

The SoftBank Group believes that it is extremely important to create an environment in which
employees feel safe to report/consult problems and concerns. This plays a vital role inmaintaining an ethical workplace. The SoftBank Group leaders are responsible for creatingsuch an environment where people can report/consult problems and concerns easily.
All of the SoftBank Group directors, officers and employees have access to multiple
channels to report/consult problems and concerns. In addition to helplines at each Group
company, the SoftBank Group Ethics Helpline has been established by SoftBank Group
Corp. as a secondary channel for all Group companies’ directors, officers and employees toreport/consult problems. Any director, officer or employee who may be uncomfortableusing their company’s helpline may report/consult their concerns to the SoftBank Group
Ethics Helpline, especially for those situations that may have a serious adverse effect on theentire Group. The Ethics Helpline accepts anonymous reporting and has multilingual
support. Through this helpline, directors, officers and employees can report/consult oncompliance issues and concerns that happened at the workplace, such as financial andaccounting fraud, human rights infringement and harassment, all forms of corruption(misappro priation, bribery, etc.), conflicts of interest, and insider trading.
The SoftBank Group conducts timely and appropriate investigations of whistleblowing
cases, verifies the facts, and takes corrective and relief measures as necessary. The SoftBank
Group also takes appropriate actions on those disclosure cases and reports. We have notolerance for any form of retaliation against those who raise genuine concerns, participate
in an investigation, or against those who refuse to participate in misconduct.

Group compliance structure
Board of Directors of SoftBank Group Corp.
Appoint chairperson / oversee

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

ReportReportGroup Compliance Officer (GCO)
Oversee

Report / consult
Report / assist

Group Compliance OfficeDirect / advise / guideCCO forum (held periodically with GCO)
Report / consult

Chief Compliance Officer (CCO) of Group companies
Report / consult

Employees of SoftBank Group Corp.

Sustainability Report 2021

ReportThis Ethics Helpline is available not only to the SoftBank Group directors,
officers and employees, but also to people outside the group. In the event
the SoftBank Group or its directors, officers or employees discover acts that
violate laws or ethics or that might lead to such violations, please use thefollowing link to report/consult a case.
Click here to report/consult with the Ethics & Compliance Helpline.

Employees of Group companies

39Sustainability of the SoftBank Group

Environment

Society

GovernanceCompliance

Educational/Awareness ProgramsGroup Policies

The SoftBank Group conducts training and awareness-raising activities to ensure that
directors, officers and employees recognize high-risk compliance areas and have theinformation they need to make the right choices. In addition, based on the results of risk
assessments, we provide training to directors, officers and employees regarding risk areas
such as insider trading and conflicts of interest.
SoftBank Group Corp. conducts annual training based on the SoftBank Group Code of
Conduct for its officers and employees to deepen their understanding and ensure thoroughcompliance with the Code of Conduct. Furthermore, we have introduced a global training
system and provide training based on the Code of Conduct and focus on certain high-riskareas for the Group companies in Japan and overseas.
As one example of our compliance awareness-raising activities, SoftBank Group Corp.
holds a Compliance Awareness Month annually for directors, officers and employees of theCompany and those at its major subsidiaries in Japan and overseas. During Compliance
Awareness Month, we conduct a variety of initiatives to enhance compliance awareness,
including an employee survey that measures compliance awareness, the distribution of
weekly quizzes, and compliance-related training. Moreover, we periodically deliver
animated videos featuring everyday compliance issues to enable our directors, officers andemployees to learn about ethical behaviors. In addition, the management and GCO deliver
messages to employees regarding compliance based on the results of the employee survey.

SoftBank Group Corp. has established minimum requirements referred to as “The SoftBank
Group Policies,” which each Group company must comply with in high-risk complianceareas. The SoftBank Group Policies cover the areas of anti-corruption, competition law,
conflicts of interest, management of investment conflicts, governance of portfolio
companies, insider trading, economic sanctions, risk management, information security,
privacy, brand management, human rights, and the environment.

Compliance-related training and awareness-raising
activities conducted in fiscal 2020 (SoftBank Group Corp.)
Training on the SoftBank Group Code of Conduct
Training on insider trading
Training on conflicts of interest
Delivering animated videos of alerts regarding information leaks
Delivering animated videos of alerts regarding the handlingof personal information
Delivering animated videos that give reminders on taking
annual leave
Compliance Awareness Month

Compliance Starts
with YOU!

FY2020compliance slogan

Anti-corruption Initiatives
Under the supervision of the Board of Directors, the SoftBank Group promises in its “Anticorruption Policy” to conduct business ethically, to be intolerant of any form of bribery andcorruption, and to comply with all applicable laws prohibiting bribery and corruption(hereinafter “laws and regulations related to anti-corruption”). Also, we ensure that all
Group employees fully acknowledge and observe the Anticorruption Policy to prevent
corruption in any form which would constitute an ethics and compliance violation by theGroup. Furthermore, we ask for the cooperation of our suppliers to prevent corruption
through our Supplier Code of Conduct.
Each group company sets internal rules and procedures to efficiently reflect the Anticorruption Policy into the business process, considering laws and regulations related toanti-corruption. When SoftBank Group Corp. conducts transactions with a third party, we
confirm in advance whether there are any conflicts of interest with the business partner in
addition to preventing corruption, and whether the business partner does not fall under aparty subject to economic sanctions or anti-social forces.
When SoftBank Group Corp. or its subsidiaries make a new direct investment, we alsoseek to understand the risks related to compliance and internal controls. In the investment
decision-making process, due diligence is conducted not only on the business of theinvestees but also on the status of legal compliance.
See our corporate website for the full text of our Anticorruption Policy.

Compliance awarenessanimation video

Sustainability Report 2021

40

Sustainability of the SoftBank Group

Environment

Society

GovernanceRisk Management

Risk Management System

Risk Management
Risk management, which protects theinterests of stakeholders and ensuresbusiness continuity, is essential to acompany. There are a wide variety ofrisks to be managed by the SoftBank
Group, which operates its businessglobally under the corporate philosophy
of “Information Revolution — Happinessfor everyone.” In order to deal with theserisks, we analyze the risk information wecollect and work to build a system toprevent identified material risks andminimize losses.

In November 2020, SoftBank Group Corp. appointed the Chief Risk Officer (CRO) and established the Risk Management Office
to strengthen our risk management system. Supervised by the CRO, the Risk Management Office spearheads Group-wide risk
management activities.
We have developed the “Risk Management Policy” and it is applied to all directors, officers and employees in order toenhance risk management on a Group-wide basis. The Policy encourages active participation and secures the effectiveness ofrisk management by sharing the objectives of risk management across the Group and defining the roles of directors, officers
and employees and persons in charge of risk management. Under
the Policy, each department at SoftBank Group Corp. is making
Group risk management systemevery effort to reduce and prevent risks arising from its operation
based on Risk Management Regulations. Also, each Group
Board of Directors of SoftBank Group Corp.
company appoints risk managers and takes the initiative
Direct / oversee
Reportautonomously to reduce and prevent risks in its business activities
Group Risk andin accordance with the Group company Management
Compliance Committee ofRegulations, which stipulate matters to be reported to SoftBank
SoftBank Group Corp.
ReportDirect / oversee(GRCC)
Group Corp. These policies and regulations are reviewed
periodically and approved by resolutions of SoftBank Group
ReportDirect / oversee
Corp.’s Board of Directors, among others.
Chief Risk Officer (CRO)In addition, when an incident occurs that may have a material
Risk Management Office
impact on the Group’s execution of business activities orReport / cooperate
Manage / assist
Manage / assist
Report / cooperate
reputation, an immediate report to the Risk Management Office
Each department of SoftBank
Each Group company
Group Corp.
risk managers
is required in accordance with our policies and regulations.
Depending on the situation, the Risk Management Officecollaborates with SoftBank Group Corp.’s departments andGroup companies to ensure that appropriate measures are taken.

Group Risk and Compliance Committee (GRCC)SoftBank Group Corp. set up the Group Risk and Compliance Committee (GRCC) to oversee risk management and complianceprograms across the Group. The GRCC, which consists of the Company’s Board Directors and Corporate Officers, works toenhance the risk management system on a Group-wide level by discussing policies on risk management activities andcountermeasures for material risks on a quarterly basis with related risk management parties. The details of the discussions arereported to and overseen by the Board of Directors, pursuant to the Board of Directors Regulations.
The GRCC for fiscal 2020 were held in April, June, and October 2020, and January 2021. In addition to reporting on activities
related to risk management and compliance promotion, deliberations were held on the status of governance at portfolio
companies, the strengthening of information security, ESG-related responses, insider information management and othermatters aimed at the sustainable growth of the entire Group.
Sustainability Report 2021

41

Sustainability of the SoftBank Group

Environment

Society

GovernanceRisk Management

Risk Management Initiatives

Responses to Risks Surrounding the Company

The Risk Management Office of SoftBank Group Corp. works to strengthen risk
management activities by identifying and responding to risks, with the aim of eliminating
and/or reducing factors that obstruct the sustainable growth of the entire Group.

Identifying Risks
The Risk Management Office is pursuing thefollowing initiatives in order to gain acomprehensive understanding of the various risks
the Group is facing.
Prior confirmation of important agenda items
The Risk Management Office reviews important agenda
items and proposals to be resolved by SoftBank Group
Corp.’s Board of Directors and other decision-making
bodies. By ensuring that risk-related information isproperly reflected in agenda items, the Risk
Management Office provides the information necessary
for decision-making.

Group-level risk analysis

Our risk management processPrior
confirmationof important
agenda items

Group-levelrisk analysis

Collection ofrisk-related
informationfrom eachGroup company
and department

Identifying material risks
Determine countermeasures
Management reporting / Feedback
Monitoring

Eliminating and/or reducing obstructive
factors to the sustainable growth of theentire Group.

We recognize that maintaining a sound financial base is one of the management challenges for
SoftBank Group Corp. Accordingly, the Risk Management Office conducts stress tests to analyze
how a potentially significant future deterioration in economic and financial conditions might
adversely affect our key management indicators. For portfolio companies in which we makeintensive investments, the Risk Management Office also strives to understand the material risk
factors that these companies are facing.

Collection of risk-related information from each Group company and department
The Risk Management Office regularly collects information on risks, including non-financial risks,
identified by Group companies and SoftBank Group Corp.’s departments, and receives incident
reports when risks materialize.

Responding to Risks
Based on information collected by the procedures above, the Risk Management Officeidentifies material risks at the Group level by analyzing and evaluating the impact andlikelihood of the risks. Material risks are reported to and discussed by the GRCC and theBoard of Directors. Based on the results of those discussions, the Risk Management Officeconsider countermeasures and monitors the status to confirm the effectiveness of thosecountermeasures.
Sustainability Report 2021

Financial Risks
SoftBank Group Corp. mainly makes equity investments in high-tech companies through
SoftBank Vision Fund 1 and 2, SB Northstar LP, and SoftBank Latin America Fund. At thesame time, in order to maintain a sound balance between assets and liabilities, we strive toadhere to the financial policy that utilizes indicators such as loan-to-value (LTV).*1 However,
the Company’s financial base may be threatened in the event of a large-scale financial
crisis, such as the global financial recession triggered by the subprime mortgage crisis, or asudden deterioration in the business of large portfolio companies. To this end, we conduct
stress tests based on assumptions of past large-scale market fluctuations, and identify
concentration risks at large portfolio companies for use in discussions aimed at enhancing
our crisis management.
*1 An index calculated as net debt divided by the equity value of holdings of the SoftBank Group Corp.

Non-financial Risks
With regard to non-financial risks, we focus on understanding the risks that may be factors
in obstructing the sustainable growth of the entire Group and the status of responses tothese risks. This is done through regular collaboration with each department of SoftBank
Group Corp. and major Group companies. We hold discussions with related parties on avariety of risks, including ESG responses such as climate change and human rights, as wellas conflicts of interest, reputation, and information security. We assess the materiality ofeach risk and consider countermeasures from the perspective of the entire Group.

Major risks

Response status

Deterioration of financial baseStress test analysis, monitoring major risks of large
portfolio companies.

Country risks

Concentration analysis by country/region, ascertaining
regulatory trends, etc.

Unforeseen situations befalling
our representatives

Formulation of contingency plans, including action
guidelines and proactive measures.

Delay in ESG responses

Discussions on important ESG issues led by the
Sustainability Committee, and reflecting them in various
policies and measures.

Information security risks

Appointment of a Chief Information Security Officer,
education and training sessions for officers and employees,
and strengthening of the monitoring system using AI.

42

Sustainability of the SoftBank Group

Environment

Society

Governance

Information Security

Principles for Information Security
The SoftBank Group Corp. establishes the “Information Security Policy” and the “Privacy Policy” as its principles on information
security. To ensure information security for the entire Group, both policies require compliance not only by directors, officers andemployees of SoftBank Group corp. and its Group companies, but also by third parties who conduct business on behalf of theCompany, such as suppliers and contractors.
See our corporate website for the full text of our Information Security Policy.
See our corporate website for the full text of our Privacy Policy.

Information
Security
While the use of digital technology is
expanding in all fields, convenience andefficiency in our daily lives and businessare increasing. At the same time, newrisks are emerging as threats including
cyberattacks are becoming moresophisticated and complex. As a leader in
the Information Revolution, the SoftBank
Group will establish and maintain strong
information security within the Groupduring the development of a wide rangeof businesses. The Group will identify andmanage information risks surrounding
the Group and take appropriate
measures.

Information Security Governance Structure
The SoftBank Group Corp. has appointed Yoshimitsu Goto, Board Director,
Information security governance structure
Corporate Officer, Senior Vice President of SoftBank Group Corp., as Chief
Board of Directors ofInformation Security Officer (CISO). We promote and enhance information security
SoftBank Group Corp.
governance of the entire Group, through the operation of the Group Information
Security Committee, which consists of the CISOs of each Group company.
Chief Information Security Officer
We have established and are implementing a risk management process to(CISO)
identify and manage risks related to information security. For material risks, we
examine policies based on analyses of the causes and effects, and encourageGroup companies to implement risk countermeasures. To identify potential risks at
Group Information Security Committee
an early stage and prevent them from materializing, we collect information on
threats and vulnerabilities that could lead to the infringement of information
assets. We share this information with Group companies, and monitor the
CISOs of each Group company
implementation of risk countermeasures at each Group company, so that we canprevent the occurrence of incidents and minimize their impact. Furthermore, whena major information security incident occurs, the department in charge responds
to and recovers the situation quickly and appropriately under the CISO's
supervision. At the same time, we analyze the causes of incidents, identify future issues, and reflect them in the information
security strategy of SoftBank Group Corp. and the entire Group, in order to prevent a recurrence. We also use suchinformation to improve the contents of security education for officers and employees.

Information Security Measures
SoftBank Group Corp. and its Group companies are working on information security measures from four perspectives inorder to address the risks surrounding the Group. The Group protects its important information assets by implementing
measures from the following perspectives: Organizational Measures to ensure appropriate control throughout theorganization; Physical Measures to prevent the physical destruction or unauthorized removal of information assets; TechnicalSustainability Report 2021

43

Sustainability of the SoftBank Group

Environment

Society

Governance

Information Security

Personnel Measures

Measures to prevent threats such as cyberattacks, and internal fraud; and Personnel
Measures to improve awareness and capabilities on information security of directors,
officers and employees, and outsourced workers.

Organizational Measures
Organizational
measuresImportant
information
assetsPhysical measures

Physical Measures

Information security measures

Technical measures

We maintain a management system to implement andstrengthen information security management, andformulate an information security plan on an annual basis.
The plan is formulated in consideration of the consistency
with our vision and technological progress, relevant laws
and regulations, and risk assessment for the entire Group
including SoftBank Group Corp.

We have set up security areas and implemented access
Personnel measurescontrol using IC cards and facial recognition, in order toprevent unauthorized intrusion into our offices andphysical destruction and unauthorized removal of
information assets. For information handled in the course of business, we have introduced
security printers that require IC card authentication for printing, and adopted a clean desk
policy to prevent documents and information media from being left unattended on desks,
thereby preventing information leaks to third parties. Furthermore, in addition to
responding to misconduct, we are taking measures such as data backup to remote locations
to protect information assets, due to the need for management of the business continuity
to improve the resilience to disasters.

Technical Measures
The SoftBank Group Corp. has implemented technical measures to prepare for threats suchas cyberattacks and internal misconduct. In order to respond to the current trends, such as
the use of cloud computing and work-style reforms, we have adopted “Zero Trust” typenetworks that only permit connections when trust can be established, rather than theconventional perimeter-type security measures that isolate internal and external networks.
This helps to realize and ensure robust security independent of the work environment. In
addition to threat analysis by a third-party organization and 24/7 security monitoring by the
Security Operation Center, regular penetration tests are conducted to analyze andstrengthen system vulnerabilities. Furthermore, as a measure to prevent internal
misconduct, we conduct behavioral analysis using operation records of information systems
for officers, employees, and outsourced workers to detect high-risk behavior and takecountermeasures.

Sustainability Report 2021

Some information security risks are difficult to be mitigated through physical and technicalmeasures. In order to minimize such risks, we continuously educate our officers, employees,
and outsourced workers to improve their awareness and capabilities regarding information
security. For security education for our officers and employees, we have prepared ane-learning environment which allows them to take courses without being restricted bylocation or time. In addition to the regular implementation of this e-learning, we haveestablished a security portal website on our internal information website to present related
regulations and guidelines, and to inform employees of the consultation desk in case of
accidents. This security training is also shared with Group companies to improve awarenessand capabilities across the entire Group, and we require our officers and employees, as wellas outsourcing companies, to thoroughly comply with relevant laws and regulations andconfidentiality.

Strengths of the SoftBank Group's Information Systems and Security
Cooperation with portfolio companies and Group companies
One of the strengths of the SoftBank Group is that it has a wide variety of Group companies
and portfolio companies that operate globally. By regularly sharing information on security
threats and countermeasures with each company, we not only keep abreast of the latest
information of security measures at all times, but also quickly introduce advanced services
and systems developed by each company to maintain a secure work environment.

Human capital development
In addition to training white hackers*1 to respond to cyberattacks, SoftBank Corp. hasorganized the Computer Security Incident Response Team (SoftBank CSIRT), which consists ofabout 250 internal staff members and responds to service security incidents such as
information leaks and service outages caused by cyberattacks. The SoftBank CSIRT preventssecurity incidents before they occur and minimizes damage through prompt incident response.
*1 Engineers who use their in-depth knowledge of computers and networks as well as advanced technologies to contribute tosociety.

44

Disclaimers
This report provides relevant information about the Group and does not constitute or form any solicitation of investment, including any
offer to buy or subscribe for any securities in any jurisdiction.
This report contains forward-looking statements, beliefs or opinions regarding the Group, such as statements about the Group’s futurebusiness and future position, including estimates, forecasts, targets and plans for the Group. None of the Group nor its management gives
any assurance that the estimates expressed in these forward-looking statements will turn out to be correct, and actual results or
performance could materially differ from expectations.

Inquiries
SoftBank Group Corp.
https://group.softbank/en/contact

SoftBank Group Corp.
https://group.softbank/en/
Copyright © 2021 SoftBank Group Corp. All Rights Reserved.