Corporate Governance　

A company's stakeholders include consumers, business partners, and the community at large, in addition to customers, shareholders and investors. SBI Group keenly recognizes the social nature of companies, therefore contributes the preservation and development of society and uncompromisingly engages in customer-oriented businesses in accordance with the "Customer-centric Principle," which is the Group's Fundamental Concept. The Group also considers it essential to obtain public trust during business activities. While ensuring transparency and fairness in its decision-making, we are working to establish an organizational structure capable of promptly responding to changes in the business environment, as well as to enhance appropriate corporate governance to increase corporate value.

Our Corporate Governance Policy sets out the basic framework and policy for corporate governance.

SBI Holdings Corporate Governance Principles (Established on December 22, 2015) (249.9 KB)

SBI Holdings has selected an organizational structure with a board of statutory auditors and consequently established the Board of Directors and the Board of Statutory Auditors.
The Company’s Board of Directors is composed of 15 directors, of whom eight are executive directors (as of June 27, 2024). Seven of the directors are Independent Outside Directors who do not have a potential conflict of interest with ordinary shareholders. The Board of Directors nominates the President and other Directors with specific titles such as Vice President and Senior Managing Director from among the Executive Directors and also clarifies where responsibility lies by specifying the segregation of duties and responsibilities of these Directors. The Company has also adopted the Executive Officer system and appointed 19 Executive officers with expertise and insight comparable to that of the Directors. Furthermore, the Company uses a Senior Executive Officer system to actively promote the appointment of highly skilled professionals and have them contribute to business management.
The Company believes that, with the governance structure outlined above, it will be able to adapt more appropriately, quickly and flexibly to a highly specializing, complex and rapidly changing environment surrounding business management.

The Company’s Board of Directors meeting is convened, in principle, once every month or whenever necessary to make decisions on important matters and to supervise the execution of duties. The Company has also established a Management Advisory Committee, with a majority of the members being Independent Outside Directors, as a voluntary advisory body of the Board of Directors to increase objectivity and transparency in the Board of Directors’functions and deliberation process in relation to matters such as the nomination of Director and Statutory Auditor candidates, the appointment and dismissal of senior management (Directors with specific titles such as President, Vice President and Senior Managing Director), compensation for Directors and also the development of next-generation senior management. The Company’s Board of Statutory Auditors is composed of four Statutory Auditors with expertise in corporate management, financial operations, or accounting, of whom two are Outside Statutory Auditors and the Company organically integrates the various audits conducted by the Statutory Auditors, the　internal audit division and the Accounting Auditor to ensure the appropriateness of corporate governance.

The Company believes that, through this structure as it now stands, the Company is able to uphold the basic principles of corporate governance, which are to ensure the rights and the equality of all shareholders, collaborate properly with other stakeholders besides shareholders, ensure appropriate information disclosures and transparency, execute the responsibilities of the Board of Directors, and maintain dialogue with shareholders, etc.

Configuration	Company with Board of Statutory Auditors
Number of Directors	15
of which are Independent Outside Directors	7 (Independent Outside Directors ratio: 46.7%)
Term of office of Directors	1 year
Number of Statutory Auditors	4
of which are Outside Statutory Auditors	2
Number of Board of Statutory Auditors’ meetings (FY2023)	14
Number of Directors registered as Independent Executives	9
Number of Executive Officers	19

SBI Holdings has seven Independent Outside Directors and two Outside Statutory Auditors.
Independent Outside Directors and Outside Statutory Auditors provide supervision, audit, advice, and recommendations for the Company from an objective and neutral standpoint that does not pose a risk of interest conflict with general shareholders, and from an outside perspective by utilizing their expertise, broad and sophisticated management experience, and insight, to ensure the adequacy and appropriateness of the decision-making and business execution of the Board of Directors.

Name		Reasons of appointment	Number of attended times (Attendance ratio)
Independent Outside Director	Teruhide Sato	Mr. Teruhide Sato participated in launching CyberCash K.K. (currently, DG Financial Technology, Inc.) in Japan, and has a wealth of experience and extensive knowledge, particularly in relation to Internet businesses in Asia.	11 (91.7%)
	Heizo Takenaka	Mr. Heizo Takenaka successively served as the Minister of State for Economic and Fiscal Policy, the Minister of State for Financial Services, and in other posts, and is teaching at universities in Japan while also serving as an outside director in private companies, thus he has a wealth of experience.	10 (83.3%)
	Yasuhiro Suzuki	Mr. Yasuhiro Suzuki successively served as Representative Director and President of Seven & i Netmedia Co., Ltd., Director & Executive Officer, CIO of Seven & i Holdings Co., Ltd., and in other posts, and has a wealth of experience in a wide range of fields, including Internet businesses.	12 (100%)
	Hiroshi Ito	Mr. Hiroshi Ito successively served in important positions such as Representative Director of Marsh Japan, Inc., which is a global-leading company that provides services related to insurance and risk management and has expert knowledge in insurance fields, which the SBI Group focuses on.	12 (100%)
	Kanae Takeuchi	One of the Company's most important challenges is to ensure that the Board of Directors heeds women's perspectives and strengthens its approach in this regard. Moreover, Ms. Kanae Takeuchi has played active roles both in the past and present, particularly in the media, and is well-suited to reflect the opinions of stakeholders of the Company, including individual shareholders, at meetings of the Board of Directors.	12 (100%)
	Junichi Fukuda	Mr. Junichi Fukuda successively served as Vice Minister of Finance and has extensive experience in the field of finance. He can be expected to bring constructive opinions to the SBI Group's financial business in general, especially in the fields of regional revitalization and expanding cooperation with regional financial institutions.	12(100%)
	Hiroyuki Suematsu	Mr. Hiroyuki Suematsu successively served as Vice Minister of Agriculture, Forestry and Fisheries and has extensive experience in agriculture, forestry and fisheries industry, and the food industries. He can be expected to bring constructive opinions to the SBI Group in many fields including the use of supply chain management with blockchains and operating the Osaka Dojima Exchange, Inc., which handles commodities futures.	12 (100%)

1. Method of Analysis and Evaluation
From February to March 2024, the Company conducted a self-assessment for all Directors and Statutory Auditors regarding the effectiveness of the Board of Directors. The Company analyzed and evaluated the effectiveness of the Board of Directors, based on the results of the self-assessment, as well as the discussions at the Board of Directors meeting held in March 2024.

Items included in evaluation of effectiveness
・Structure and composition of organizations such as the Board of Directors
・Operation of the Board of Directors
・Agenda, deliberation, and decision-making of the Board of Directors
・Supervisory system of the Board of Directors
・Relationships with shareholders and other stakeholders
・Others
・Self-evaluation

2. Overview of Results of the Analysis/Evaluation
The evaluation found the Board of Directors of SBI Holdings to be sufficiently effective and to be effectively carrying out its function as a business execution and monitoring organization.
On the other hand, to further improve the effectiveness of the Board of Directors, considering the rapid advancement of technology including AI, the evaluation noted the need to secure talents specialized in technology, as well as to build a system that allows for more prompt and detailed discussions on cybersecurity.
Moreover, needs of more comprehensive approach in compliance/risk management and continuous monitoring of PMI (post-merger integration) process following M&A have been pointed out in response to the increased risks due to diversification of businesses and the expansion of group scale.
The Board of Directors is continuing to strengthen its effectiveness based on the above results of the analysis and evaluation and will ensure that it contributes to the sustainable increase of corporate value.

In order to further strengthen supervision of the appropriateness of management and improve the transparency of management, SBI Holdings has established the Management Advisory Committee, an individual advisory organization under the Board of Directors, in which majority of the members are Independent Outside Directors. This ensures sharing information and opinions from an external standpoint, while maintaining an environment in which Independent Outside Directors may engage appropriately and actively in discussions of the Board of Directors.
The Committee is operated for the purpose of being properly involved with the function of the Board of Directors and the deliberation processes related to the designation of candidates for Directors and Statutory Auditors, the appointment/dismissal of management executives (Directors with management positions such as the President, Vice President. Senior Management Director, and Managing Director), compensation for Directors, as well as the development of the next generation of management executives. In doing so, the Committee increases the objectivity and transparency of the decisions the Board of Directors makes, and place greater focus on enhancing the Company's corporate governance framework.
The Committee is held more than once every quarter each fiscal year, deliberates matters on the above and other matters inquired by the Board of Directors, and reports to the Board of Directors. Considering the reports, the Board of Directors makes important decisions such as nominating candidates for Directors and Statutory Auditors, and remuneration for Directors.
* The Committee functions as a voluntary committee equivalent to the Nominating Committee and the Compensation Committee.

The Members of the Management Advisory Committee (as of June 27, 2024)

Chairman of the Management Advisory Committee	Heizo Takenaka*
Member of the Management Advisory Committee	Teruhide Sato*
Member of the Management Advisory Committee	Yoshitaka Asaeda
Member of the Management Advisory Committee	Yasuhiro Suzuki*
Member of the Management Advisory Committee	Hiroshi Ito*
Member of the Management Advisory Committee	Kanae Takeuchi*
Member of the Management Advisory Committee	Junichi Fukuda*
Member of the Management Advisory Committee	Hiroyuki Suematsu*

* Independent Outside Directors of the Company

The amount of remuneration, which is made up of fixed basic remuneration as well as bonuses based on the Company’s performance and restricted stock units which is a stock compensation plan, for each Director (excluding Outside Directors), is decided by the Board of Directors after receiving feedback from the Management Advisory Committee, and is to be within the total remuneration limits approved at the General Meeting of Shareholders, taking into consideration the duties, responsibilities, authority, and contribution of each director.

Actual remuneration of executives (FY2023)

Executive classification	Total compensation (JPY million)	Total compensation by type (JPY million)			Number of corresponding executives
		Basic compensation	Bonuses	Retirement benefits
Directors (excluding Outside Directors)	775	214	461	100	9
Statutory Auditors (excluding Outside Statutory Auditors)	13	13	-	-	2
Outside Directors and Outside Statutory Auditors	123	109	14	-	9

Since the SBI Group has a wide range of business areas, some investors have voiced that it is difficult to attain an understanding of the full picture. In response to this, we are working to make the corporate value of the Group as a whole more visible by promoting initial public offerings for our subsidiaries so that the business value of each operational unit becomes clear. While increasing the capital procurement capability of each Group company, these public stock offerings enable them to strengthen their financial standing and to be self-reliant.
At the same time, in order to protect minority shareholders, we adhere to the arm's length principle, to ensure the fairness and rationality of transactions with each company in the Group and respect the independence of their management.
For example, the SBI Group has a business management agreement with each listed company and has established a system to receive the report such as timely disclosure including consolidated business performance management, business alliance with other companies and acquisitions and dispositions of investment securities (those regarding cross shareholding). In addition, it is stipulated that the Company has the right to investigate subsidiaries when there is a risk that they may jeopardize the Group’s reputation. However, the Company respects each listed company’s independence and entrusts the listed company’s own business management to the listed company.

Corporate Governance Principles (Established on December 22, 2015) （PDF: 251.4KB）
Corporate Governance Report（1.03 MB）
Integrated Report 2024: Corporate Governance (PDF: 735KB)
The SBI Group’s UK Tax Strategy Statement（PDF: 490.4KB）