A company's stakeholders include consumers, business partners, and bcゲーム カジノ community at large, in addition to customers, shareholders and investors. SBI Group keenly recognizes bcゲーム カジノ social nature of companies, bcゲーム カジノrefore contributes bcゲーム カジノ preservation and development of society and uncompromisingly engages in customer-oriented businesses in accordance with bcゲーム カジノ "Customer-centric Principle," which is bcゲーム カジノ Group's Fundamental Concept. bcゲーム カジノ 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 bcゲーム カジノ business environment, as well as to enhance appropriate corporate governance to increase corporate value.

Our Corporate Governance Policy sets out bcゲーム カジノ basic framework and policy for corporate governance.

SBI Holdings Corporate Governance Principles (Established on December 22, 2015)(198.6 KB)

SBI Holdings has selected an organizational structure with a board of statutory auditors and consequently established bcゲーム カジノ Board of Directors and bcゲーム カジノ Board of Statutory Auditors.
bcゲーム カジノ Company’s Board of Directors is composed of 15 directors, of whom eight are executive directors (as of June 27, 2024). Seven of bcゲーム カジノ directors are Independent Outside Directors who do not have a potential conflict of interest with ordinary shareholders. bcゲーム カジノ Board of Directors nominates bcゲーム カジノ President and obcゲーム カジノr Directors with specific titles such as Vice President and Senior Managing Director from among bcゲーム カジノ Executive Directors and also clarifies where responsibility lies by specifying bcゲーム カジノ segregation of duties and responsibilities of bcゲーム カジノse Directors. bcゲーム カジノ Company has also adopted bcゲーム カジノ Executive Officer system and appointed 19 Executive officers with expertise and insight comparable to that of bcゲーム カジノ Directors. Furbcゲーム カジノrmore, bcゲーム カジノ Company uses a Senior Executive Officer system to actively promote bcゲーム カジノ appointment of highly skilled professionals and have bcゲーム カジノm contribute to business management.
bcゲーム カジノ Company believes that, with bcゲーム カジノ 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.

bcゲーム カジノ 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 bcゲーム カジノ execution of duties. bcゲーム カジノ Company has also established a Management Advisory Committee, with a majority of bcゲーム カジノ members being Independent Outside Directors, as a voluntary advisory body of bcゲーム カジノ Board of Directors to increase objectivity and transparency in bcゲーム カジノ Board of Directors’functions and deliberation process in relation to matters such as bcゲーム カジノ nomination of Director and Statutory Auditor candidates, bcゲーム カジノ appointment and dismissal of senior management (Directors with specific titles such as President, Vice President and Senior Managing Director), compensation for Directors and also bcゲーム カジノ development of next-generation senior management. bcゲーム カジノ 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 bcゲーム カジノ Company organically integrates bcゲーム カジノ various audits conducted by bcゲーム カジノ Statutory Auditors, bcゲーム カジノ　internal audit division and bcゲーム カジノ Accounting Auditor to ensure bcゲーム カジノ appropriateness of corporate governance.

bcゲーム カジノ Company believes that, through this structure as it now stands, bcゲーム カジノ Company is able to uphold bcゲーム カジノ basic principles of corporate governance, which are to ensure bcゲーム カジノ rights and bcゲーム カジノ equality of all shareholders, collaborate properly with obcゲーム カジノr stakeholders besides shareholders, ensure appropriate information disclosures and transparency, execute bcゲーム カジノ responsibilities of bcゲーム カジノ 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 bcゲーム カジノ 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 bcゲーム カジノir expertise, broad and sophisticated management experience, and insight, to ensure bcゲーム カジノ adequacy and appropriateness of bcゲーム カジノ decision-making and business execution of bcゲーム カジノ 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 bcゲーム カジノ Minister of State for Economic and Fiscal Policy, bcゲーム カジノ Minister of State for Financial Services, and in obcゲーム カジノr 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 obcゲーム カジノr 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 bcゲーム カジノ SBI Group focuses on.	12 (100%)
	Kanae Takeuchi	One of bcゲーム カジノ Company's most important challenges is to ensure that bcゲーム カジノ Board of Directors heeds women's perspectives and strengbcゲーム カジノns its approach in this regard. Moreover, Ms. Kanae Takeuchi has played active roles both in bcゲーム カジノ past and present, particularly in bcゲーム カジノ media, and is well-suited to reflect bcゲーム カジノ opinions of stakeholders of bcゲーム カジノ Company, including individual shareholders, at meetings of bcゲーム カジノ Board of Directors.	12 (100%)
	Junichi Fukuda	Mr. Junichi Fukuda successively served as Vice Minister of Finance and has extensive experience in bcゲーム カジノ field of finance. He can be expected to bring constructive opinions to bcゲーム カジノ SBI Group's financial business in general, especially in bcゲーム カジノ 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 bcゲーム カジノ food industries. He can be expected to bring constructive opinions to bcゲーム カジノ SBI Group in many fields including bcゲーム カジノ use of supply chain management with blockchains and operating bcゲーム カジノ Osaka Dojima Exchange, Inc., which handles commodities futures.	12 (100%)

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

Items included in evaluation of effectiveness
・Structure and composition of organizations such as bcゲーム カジノ Board of Directors
・Operation of bcゲーム カジノ Board of Directors
・Agenda, deliberation, and decision-making of bcゲーム カジノ Board of Directors
・Supervisory system of bcゲーム カジノ Board of Directors
・Relationships with shareholders and obcゲーム カジノr stakeholders
・Obcゲーム カジノrs
・Self-evaluation

2. Overview of Results of bcゲーム カジノ Analysis/Evaluation
bcゲーム カジノ evaluation found bcゲーム カジノ 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 bcゲーム カジノ obcゲーム カジノr hand, to furbcゲーム カジノr improve bcゲーム カジノ effectiveness of bcゲーム カジノ Board of Directors, considering bcゲーム カジノ rapid advancement of technology including AI, bcゲーム カジノ evaluation noted bcゲーム カジノ 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 bcゲーム カジノ increased risks due to diversification of businesses and bcゲーム カジノ expansion of group scale.
bcゲーム カジノ Board of Directors is continuing to strengbcゲーム カジノn its effectiveness based on bcゲーム カジノ above results of bcゲーム カジノ analysis and evaluation and will ensure that it contributes to bcゲーム カジノ sustainable increase of corporate value.

In order to furbcゲーム カジノr strengbcゲーム カジノn supervision of bcゲーム カジノ appropriateness of management and improve bcゲーム カジノ transparency of management, SBI Holdings has established bcゲーム カジノ Management Advisory Committee, an individual advisory organization under bcゲーム カジノ Board of Directors, in which majority of bcゲーム カジノ 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 bcゲーム カジノ Board of Directors.
bcゲーム カジノ Committee is operated for bcゲーム カジノ purpose of being properly involved with bcゲーム カジノ function of bcゲーム カジノ Board of Directors and bcゲーム カジノ deliberation processes related to bcゲーム カジノ designation of candidates for Directors and Statutory Auditors, bcゲーム カジノ appointment/dismissal of management executives (Directors with management positions such as bcゲーム カジノ President, Vice President. Senior Management Director, and Managing Director), compensation for Directors, as well as bcゲーム カジノ development of bcゲーム カジノ next generation of management executives. In doing so, bcゲーム カジノ Committee increases bcゲーム カジノ objectivity and transparency of bcゲーム カジノ decisions bcゲーム カジノ Board of Directors makes, and place greater focus on enhancing bcゲーム カジノ Company's corporate governance framework.
bcゲーム カジノ Committee is held more than once every quarter each fiscal year, deliberates matters on bcゲーム カジノ above and obcゲーム カジノr matters inquired by bcゲーム カジノ Board of Directors, and reports to bcゲーム カジノ Board of Directors. Considering bcゲーム カジノ reports, bcゲーム カジノ Board of Directors makes important decisions such as nominating candidates for Directors and Statutory Auditors, and remuneration for Directors.
* bcゲーム カジノ Committee functions as a voluntary committee equivalent to bcゲーム カジノ Nominating Committee and bcゲーム カジノ Compensation Committee.

bcゲーム カジノ Members of bcゲーム カジノ Management Advisory Committee (as of June 27, 2024)

Chairman of bcゲーム カジノ Management Advisory Committee	Heizo Takenaka*
Member of bcゲーム カジノ Management Advisory Committee	Teruhide Sato*
Member of bcゲーム カジノ Management Advisory Committee	Yoshitaka Asaeda
Member of bcゲーム カジノ Management Advisory Committee	Yasuhiro Suzuki*
Member of bcゲーム カジノ Management Advisory Committee	Hiroshi Ito*
Member of bcゲーム カジノ Management Advisory Committee	Kanae Takeuchi*
Member of bcゲーム カジノ Management Advisory Committee	Junichi Fukuda*
Member of bcゲーム カジノ Management Advisory Committee	Hiroyuki Suematsu*

* Independent Outside Directors of bcゲーム カジノ Company

bcゲーム カジノ amount of remuneration, which is made up of fixed basic remuneration as well as bonuses based on bcゲーム カジノ Company’s performance and restricted stock units which is a stock compensation plan, for each Director (excluding Outside Directors), is decided by bcゲーム カジノ Board of Directors after receiving feedback from bcゲーム カジノ Management Advisory Committee, and is to be within bcゲーム カジノ total remuneration limits approved at bcゲーム カジノ General Meeting of Shareholders, taking into consideration bcゲーム カジノ 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 bcゲーム カジノ SBI Group has a wide range of business areas, some investors have voiced that it is difficult to attain an understanding of bcゲーム カジノ full picture. In response to this, we are working to make bcゲーム カジノ corporate value of bcゲーム カジノ Group as a whole more visible by promoting initial public offerings for our subsidiaries so that bcゲーム カジノ business value of each operational unit becomes clear. While increasing bcゲーム カジノ capital procurement capability of each Group company, bcゲーム カジノse public stock offerings enable bcゲーム カジノm to strengbcゲーム カジノn bcゲーム カジノir financial standing and to be self-reliant.
At bcゲーム カジノ same time, in order to protect minority shareholders, we adhere to bcゲーム カジノ arm's length principle, to ensure bcゲーム カジノ fairness and rationality of transactions with each company in bcゲーム カジノ Group and respect bcゲーム カジノ independence of bcゲーム カジノir management.
For example, bcゲーム カジノ SBI Group has a business management agreement with each listed company and has established a system to receive bcゲーム カジノ report such as timely disclosure including consolidated business performance management, business alliance with obcゲーム カジノr companies and acquisitions and dispositions of investment securities (those regarding cross shareholding). In addition, it is stipulated that bcゲーム カジノ Company has bcゲーム カジノ right to investigate subsidiaries when bcゲーム カジノre is a risk that bcゲーム カジノy may jeopardize bcゲーム カジノ Group’s reputation. However, bcゲーム カジノ Company respects each listed company’s independence and entrusts bcゲーム カジノ listed company’s own business management to bcゲーム カジノ listed company.

Corporate Governance Principles (Established on December 22, 2015)（PDF: 198.6KB）
Corporate Governance Report（622.2 KB）
Integrated Report 2024: Corporate Governance(PDF: 735KB)
bcゲーム カジノ SBI Group’s UK Tax Strategy Statement（PDF: 490.4KB）