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Governance

Soracom’s Initiatives

Soracom positions governance, the “G” in ESG, as a core pillar of its management. Governance refers to the systems and mechanisms that ensure fair and transparent corporate operations. Soracom is dedicated to establishing a robust governance framework that earns the trust of shareholders and other stakeholders, with the goal of achieving sustainable corporate value enhancement.

Corporate Governance Framework

Soracom Group has maintained the vision of “The best possible human future is connected” since its founding. To realize this vision, Soracom recognizes that sustainable growth and long-term corporate value enhancement are essential. Soracom actively engages in dialogue and co-creation with all stakeholders—including customers, shareholders, business partners, employees, and local communities—to tackle social challenges and contribute to its vision.

Soracom considers the enhancement of corporate governance a vital issue for achieving these goals. Soracom is committed to securing and strengthening transparency, efficiency, and soundness in management by ensuring legal compliance, timely and appropriate information disclosure, swift decision-making and execution, and an effective oversight system.

Soracom ensures that its directors and employees act in accordance with laws, the Articles of Incorporation, and sound social norms. By doing so, Soracom reinforces governance throughout the entire group, including subsidiaries, and strives for sustainable growth and long-term corporate value enhancement.

For further information, please see the Investor Relations section under “Corporate Governance”.

Soracom has appointed 3 out of 6 directors as independent outside directors. This structure promotes rational and efficient management, ensures legal compliance, protects minority shareholders, facilitates active discussions within the Board of Directors, strengthens key internal meetings, and enables effective coordination among the Audit and Supervisory Committee, internal audit function, and accounting auditor.

Overview of Key Bodies

Board of Directors

Soracom's Board consists of 3 directors (excluding Audit and Supervisory Committee members) and 3 Audit and Supervisory Committee members. In addition to monthly regular meetings, the board convenes extraordinary meetings as necessary. The board makes decisions on key management matters and supervises the execution of duties by directors and executive officers.

Audit and Supervisory Committee

Soracom's Audit and Supervisory Committee is composed of 3 outside directors. It convenes monthly, exercises voting rights at board meetings, and audits the appropriateness and validity of business execution decisions, the establishment and operation of internal control systems, and the methods and results of the accounting audit.

Nomination and Compensation Committee

Soracom's Nomination and Compensation Committee is chaired by an independent outside director. It deliberates and decides on matters related to the appointment, dismissal, and compensation of directors, ensuring objectivity, transparency, and fairness.

Accounting Auditor

Soracom has entered into an audit agreement with KPMG AZSA LLC to ensure timely and appropriate auditing.

Information Security Committee

The Information Security Committee convenes on a biweekly basis as a general rule. It reviews incident response status, conducts monitoring, and carries out employee education programs. The committee also reviews the effectiveness and appropriateness of the Information Security Management System (ISMS) and deliberates on matters related to the ISMS manual.

Risk Management and Compliance Committee

The Risk Management and Compliance Committee convenes four times per year, combining both asynchronous and synchronous formats. It facilitates risk discussions among department heads and equivalent roles, conducts company-wide risk surveys, and is responsible for identifying, assessing, and addressing risks related to business operations.

Board of Directors

The Board of Directors resolves important matters as required by law and the Articles of Incorporation, and conducts effective deliberations on the progress of medium-term management strategy, annual plans, and risk management. Inside directors are responsible for explaining their respective business areas, while outside directors provide oversight and advice from an independent perspective.

Key Discussion Topics of the Board of Directors
  • Topic

    Content

  • Long-term Strategy

    Global expansion, platform strategy, new business development

  • Company-wide Plans & Progress

    Annual plans, quarterly results, KPI achievement

  • Individual Matters

    Investments, partnerships, M&A, key product launches

  • Governance & Compliance

    Risk management, legal compliance, internal controls

  • Sustainability

    ESG matters, environment, human capital

Approach to Board Composition

Soracom aims for a well-balanced Board composition based on the following principles:

  • Diversity

    Emphasis on diversity in gender, nationality, and professional background

  • Expertise

    Knowledge across domains including technology, finance, global business, legal affairs, and ESG

  • Independence

    Ensuring independent oversight through outside directors

  • Start-up experience

    Management judgment suited to rapid decision-making and growth phases

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of directors serving as Audit and Supervisory Committee members (with outside directors constituting a majority). It is responsible for auditing and supervising the execution of duties by directors. Audit and Supervisory Committee members hold voting rights at board meetings, enabling effective management oversight through the Board of Directors.

Meetings Held (FYE March 2026)

The Audit and Supervisory Committee convened13 times, with an attendance rate of100%among all members.

Key Activities of the Audit and Supervisory Committee
  • ・

    Attendance at Board of Directors meetings, exercise of voting rights, and expression of opinions as necessary

  • ・

    Review of approval documents, materials from key internal meetings, and minutes

  • ・

    Conducting operational audits covering all group companies, including domestic and overseas subsidiaries

  • ・

    Regular coordination and information exchange with the accounting auditor (quarterly reporting of audit results and discussions)

  • ・

    Coordination with the internal audit department (sharing of risk-based internal audit plans and results)

  • ・

    Regular exchange of views with the Representative Director

Ensuring Independence

Directors serving as Audit and Supervisory Committee members are elected by resolution of the General Meeting of Shareholders and carry out their duties independently from the executive directors. To support the committee's functions, Soracom ensures the availability of support staff and necessary means of information gathering. Audit and Supervisory Committee members operate free from the direction or instruction of other directors, with their independence institutionally guaranteed.

Evaluation and Selection of the Accounting Auditor

The Audit and Supervisory Committee evaluates the accounting auditor annually with respect to audit plans, audit structure, independence, quality control systems, and professional expertise. Based on the evaluation results, the committee provides recommendations to the Board of Directors regarding the reappointment or selection of the accounting auditor.

コーポレートムービー

Internal Audit

Internal audits at Soracom are conducted by personnel designated by the Representative Director & President. In accordance with the Internal Audit Regulations, the function verifies that business operations comply with applicable laws, the Articles of Incorporation, and internal rules, and that operations are conducted in a rational and effective manner to achieve management objectives.

Current Structure

Soracom currently operates without a dedicated internal audit department. Instead, three individuals designated by the Representative Director & President—one each from Business Development, Engineering, and HQ Admin—conduct the internal audits. Each individual audits departments other than their own to prevent self-auditing.

Key Activities
  • ・

    Annual internal audits conducted across all group divisions, including subsidiaries

  • ・

    Audit results for each division are reported to the Representative Director & President, with improvement instructions and follow-up actions provided to the audited divisions

  • ・

    Internal audit activities and results are reported to the Board of Directors and the Audit and Supervisory Committee

  • ・

    Regular exchanges of views with the Audit and Supervisory Committee and the accounting auditor to facilitate sharing of audit information

Three-Party Audit Coordination
  • Partner

    Coordination Details & Frequency

  • Audit and Supervisory Committee

    Sharing of audit plans and results; ad hoc information exchange and tripartite meetings

  • External Auditor (KPMG AZSA LLC)

    Regular exchanges of views and information sharing; tripartite audit reporting sessions (quarterly)

Director Diversity and Expertise

With a view to achieving the sustainable growth of Soracom's global IoT platform business, Soracom has defined eight skill domains to ensure that the Board of Directors as a whole covers the necessary skills and knowledge.

Directors

Independent
Outside
Directors

Audit
Committee
Member

Director
Name

Ken
Tamagawa

Kenta
Yasukawa

Kazuhiro
Noguchi

Akie
Iriyama

Gen
Isayama

Mio
Takaoka

Corporate Management

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Sales & Marketing

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Global

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AI & Technology

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Human Development

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Finance & Accounting

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Legal & Risk Management

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*Scroll horizontally to view more.

Board Composition

as of July 29, 2026

  • Directors (excl. Audit and Supervisory Committee members)

    3directors

  • Directors serving as Audit and Supervisory Committee members

    3directors

    Incl. 3 independent outside directors

  • Female director ratio

    16.7%

    1 of 6 directors

Director Compensation

Basic Policy

Soracom determines director compensation based on the following fundamental principles in order to achieve sustainable growth and long-term enhancement of corporate value:

  • ・

    Establish a compensation structure that incentivizes directors to enhance corporate value and aligns with shareholder value

  • ・

    Ensure transparency, objectivity, and fairness in the compensation determination process

  • ・

    For directors serving as Audit and Supervisory Committee members, provide fixed compensation only, with no performance-linked component, in order to preserve independence

  • ・

    Utilize equity compensation (stock acquisition rights) to motivate directors toward long-term corporate value enhancement

Compensation Structure

Compensation for directors (excluding Audit and Supervisory Committee members) consists of the following components:

  • Base Compensation (Fixed)

    Fixed amount set based on position, role, and level of contribution

  • Performance-based bonus (variable)

    Determined based on the achievement of the SORACOM Group's financial results and KPIs for each fiscal year.

  • Equity Compensation (Non-cash)

    Stock acquisition rights (warrants) granted as a long-term incentive, subject to performance and stock price conditions

For directors serving as Audit and Supervisory Committee members, compensation consists solely of base compensation with no performance-linked component, in order to preserve their independence.

Design of Equity Compensation (Stock Acquisition Rights)

Soracom has adopted stock acquisition rights with performance conditions and stock price conditions to strengthen the alignment between long-term performance and shareholder value. The proportion of rights exercisable is determined by the degree of achievement of performance and stock price conditions, aligning management incentives with shareholder interests.

Ensuring Transparency in the Compensation Determination Process

Since FY2023 (fiscal year ending March 2023), Soracom has established the Nomination and Compensation Committee as an advisory body to the Board of Directors.

  • Composition

    1 Representative Director & CEO; 2 outside directors serving as Audit and Supervisory Committee members (chaired by an independent outside director)

  • Role

    Deliberates and submits recommendations to the Board on the policy, calculation method, and content of individual director compensation

  • Meetings Held

    2 meetings held in FYE March 2026 (full attendance by all members)

Based on the recommendations of the Nomination and Compensation Committee, the Board of Directors makes the final determination on the individual compensation of each director. This process ensures the fairness, transparency, and objectivity of compensation decisions.

Shareholder Engagement

Basic Policy on Information Disclosure

In pursuit of its vision, "The best possible human future is connected," Soracom regards constructive dialogue with shareholders and investors—and the deepening of mutual understanding—as a key management priority, with the goal of building long-term relationships of trust.
In accordance with the principles of the Corporate Governance Code, Soracom promotes active and substantive dialogue with shareholders. Through this engagement, Soracom seeks to foster a thorough understanding of its management strategy, business progress, and financial position, while establishing mechanisms to appropriately incorporate shareholders' opinions and requests into management decisions.

IR Structure

Dialogue with shareholders and investors is led by the Representative Director & CEO and the Director & CFO, with the IR department providing organizational support. The Board of Directors is regularly briefed on the status of shareholder and investor engagement, as well as on market opinions and areas of interest, to ensure that these insights inform management decisions.

Investor Communication

We maintain ongoing dialogue with investors through the following IR activities:

  • ・

    Quarterly earnings presentations (with Q&A sessions and webcast)

  • ・

    Small group meetings (institutional investors / buy-side and sell-side)

  • ・

    One-on-one meetings with domestic and international institutional investors

  • ・

    Briefings and IR events for individual investors (including externally organized events)

Reflecting Shareholder Feedback in Management

Soracom reports opinions, questions, and concerns gathered through dialogue with shareholders and investors to the Board of Directors, and has established mechanisms to incorporate these insights into the formulation and improvement of management strategy and the enhancement of information disclosure. The process is operated as follows:

  • ・

    Key opinions and questions gathered through IR meetings and briefings are regularly shared with the Board of Directors

  • ・

    Questions and opinions raised at the General Meeting of Shareholders are consolidated and considered as management issues

  • ・

    Shareholder perspectives are reflected in the improvement of the medium-term management plan and disclosure content

For IR inquiries, please visit our IR Contact page. IR News Letters are also available on our website.

Fair Disclosure Practices

Soracom complies with the Fair Disclosure Rules under the Financial Instruments and Exchange Act and is committed to providing all investors with equal and simultaneous access to information, without selectively disclosing material non-public information to specific investors.

Timely Earnings Presentations

Following each financial results announcement, Soracom promptly holds an earnings presentation and publishes the presentation materials and Q&A content on the company's website.The presentations are also made available via live streaming and on-demand video to ensure that all investors—including individual investors as well as institutional investors—have access to the same information.

Quiet Period

To prevent the leakage of financial information, Soracom designates a quiet period (approximately two weeks prior to each scheduled earnings announcement date) during which the company refrains from commenting on or responding to questions related to financial results, in order to maintain a fair information disclosure environment. However, in cases where a material revision to earnings forecasts is anticipated, Soracom will make a timely disclosure even during the quiet period.

Timely Disclosure System

In accordance with the timely disclosure rules of the Tokyo Stock Exchange, Soracom promptly discloses information that could materially affect investment decisions—such as significant changes in financial results, material contracts, or organizational changes—as soon as facts are confirmed. Timely disclosure information is published simultaneously on TDnet (the TSE's timely disclosure information service) and on Soracom's corporate website.

Prevention of Insider Trading

Soracom has established Regulations for the Prevention of Insider Trading to ensure rigorous management of material non-public information by all officers and employees. In relation to IR meetings and other interactions, Soracom has also implemented training for participants and a pre-meeting content review process to ensure that no material non-public information is inadvertently disclosed.

Information Security Initiatives

Soracom, as a provider of secure and stable telecommunications services, handles customer information assets and its own confidential data with the utmost care. Soracom implements appropriate defensive measures to mitigate cybersecurity risks such as data breaches and strives to maintain the trust of customers and other stakeholders.


Soracom regards information security management as a top management priority, reinforcing its systems through third-party evaluations and highly transparent activities.

Third-Party Certifications for Objective Trust:

SOC 2 Type 2 Report:

SORACOM has obtained a SOC 2 Type 2 report — a security assurance report for cloud services. This certification, issued by an independent third-party auditor, confirms not only that our security controls conform to the rigorous Trust Services Criteria established by the American Institute of Certified Public Accountants (AICPA), but also that these controls have been operated continuously and effectively over a defined period. It provides assurance that SORACOM maintains a consistently high level of security, not merely at a single point in time.

ISMS Certification:

Soracom is certified under the international standards ISO/IEC 27001:2022 and JIS Q 27001:2023. This confirms that Soracom’s comprehensive information security framework conforms to globally recognized best practices.

Ongoing Activities Based on Our Information Security Policy

SORACOM has established an Information Security Policy and implements comprehensive activities to maintain the confidentiality, integrity, and availability of information assets. These include regular employee training and drills, periodic risk assessments, internal audits, management reviews, and the establishment of an incident response framework.

For details on our information security policies, please refer to our Security Policy.

Leveraging AI

To respond agilely to increasingly sophisticated and automated cyber threats, SORACOM actively leverages AI across its information security operations. AI adoption is both a means of maintaining high security standards within a lean team, and a way to enable our security professionals to focus on more strategic work.

Threat Detection and Analysis

SORACOM’s IoT platform generates large volumes of communication logs every day from customer devices across the globe. We continuously analyze this data using AI and machine learning models to detect anomalous traffic that deviates from normal usage patterns — such as unauthorized access attempts or early indicators of malware infection. We also use AI to collect and summarize global security intelligence (CVEs, vendor advisories, etc.), enabling us to rapidly identify and respond to threats relevant to our environment.

Streamlining Security Operations

We apply AI to time-intensive operational tasks such as triaging vulnerability scan results and generating draft revisions of security policies and procedures. This enables our team to concentrate on higher-value activities including risk assessment, remediation planning, and executive reporting.

Integration into the Development Process

We have embedded AI-powered security reviews into our software development CI/CD pipelines to automatically detect vulnerabilities. By identifying and addressing security issues early in the development cycle, we achieve both high service quality and development velocity.

Governance for Responsible AI Use

To appropriately manage risks arising from AI use — such as generation of misinformation or leakage of confidential data — SORACOM has established the following principles:

  • ・

    The Information Security Committee establishes guidelines governing AI usage, and employees are required to utilize AI in accordance with those guidelines. The guidelines shall be subject to periodic review.

  • ・

    All AI-generated outputs must be reviewed and approved by a responsible team member before use. Final decision-making authority always rests with a human.

  • ・

    Inputting unpublished critical information, customer data, or personal information into external AI services is prohibited.

  • ・

    Introduction of any new AI tool requires prior review and approval by the Information Security Committee.

  • ・

    The Information Security Committee conducts periodic reviews of AI usage and any materialized risks.

AI is positioned not as a replacement for our security professionals, but as a tool that amplifies their judgment and capabilities. We will continue to evolve the scope of AI adoption and our governance framework in step with technological advancements. All of these efforts — grounded in rigorous governance and cutting-edge technology — serve our fundamental mission: to safely and reliably support the foundation of our customers’ businesses and technologies. SORACOM will continue to provide a robust IoT platform that combines advanced security with transparency, empowering our customers to innovate with confidence.

Risk Management and Compliance

Risk Management

SORACOM has established a comprehensive and proactive framework to address the wide range of risks surrounding its business operations. To manage these risks in a holistic manner, the company has established the Risk Management & Compliance Committee. All employees conduct risk assessments twice a year, and the Committee deliberates on appropriate response measures.
The Committee is chaired by the Representative Director and CEO, with department heads serving as members. In addition to four scheduled meetings per year, the Committee convenes on an as-needed basis. It examines preventive measures against all risks affecting the company's operations—including information leakage and disaster response—and oversees activities such as reviewing business procedures, improving information systems, and reinforcing employee training.

Compliance Initiatives

SORACOM places legal compliance at the foundation of its organizational operations and strives to uphold high standards of corporate ethics. The company accurately identifies all laws and regulations relevant to its business activities and ensures strict adherence. Continuous education and training programs are conducted to heighten compliance awareness among all officers and employees and to instill corporate ethics throughout the organization. Furthermore, SORACOM works to continuously strengthen corporate governance through enhanced audit functions, rigorous internal controls, and the operation of the Risk Management & Compliance Committee.

Risk & Compliance Governance Structure

Based on the Risk Management Policy and the Compliance Policy, SORACOM has established the Risk Management & Compliance Committee to centrally manage company-wide risk and promote compliance across all departments.

Committee / Body

Risk Management & Compliance Committee

Composition

Chair: Representative Director, President & CEO Members: Department heads or equivalent

Role & Meeting Frequency

Identification and response to company-wide risks; deliberation and information-sharing on compliance matters. Held quarterly on a regular basis, plus ad hoc as needed.

Risk & Compliance Education, Training, and Awareness

SORACOM continuously conducts education, training, and awareness activities tailored to different roles and target audiences, enabling all officers and employees to be mindful of risk and compliance in their day-to-day work.

  • Target Audience

    Training / Awareness Type

    Frequency

    Key Content

  • All employees

    General compliance e-learning

    Annually

    Legal compliance, code of conduct, case studies

  • All employees

    Risk management training

    Annually

    Risk identification, reporting flow, business continuity

  • All employees

    Anti-social forces exclusion & whistleblowing system orientation

    Annually (incl. at onboarding)

    Program overview, reporting procedures, prohibition of retaliation

  • Subcontracting partners

    Subcontracting Act e-learning

    Annually (additional sessions upon amendment)

    Prohibited acts, obligation to issue purchase orders

  • Freelance contractors

    Freelance Protection Act video training + comprehension check

    Upon contract commencement & annually

    Written disclosure obligations, payment deadlines, prohibited acts (using JFTC videos)

  • New hires (new grads & mid-career)

    Basic compliance training

    At onboarding

    Code of conduct, fundamental policies, whistleblowing system

Exclusion of Anti-Social Forces

Fundamental Policy

SORACOM has established the "Anti-Social Forces Exclusion Policy" and an accompanying response manual. All officers and employees are required to have absolutely no association with anti-social forces and to firmly refuse and collectively respond to any unreasonable demands.

Implementation Status
  • ・

    The HQ Admin department serves as the primary responsible division and maintains a cooperative framework with external organizations such as the police and violence prevention centers.

  • ・

    Background checks on anti-social forces are conducted for new business partners, officers, and employees at the time of contract, appointment, or hire; ongoing partners are reviewed annually.

  • ・

    Any unreasonable demands are handled by multiple staff members simultaneously; responses are documented, and demands are firmly refused. Threatening behavior is reported to the police immediately.

  • ・

    Legal action, including injunctive relief, is taken in response to persistent demands, business interference, or unjustified public protests.

Promoting Fair Trade Practices

SORACOM regards compliance with the Act on Prevention of Delayed Payment of Subcontracting Charges and Related Matters (Subcontracting Act) and the Act on Ensuring Appropriate Trading for Specified Subcontractors (Freelance Protection Act) as important compliance priorities in relation to outsourcing. The company is committed to fair trade practices regardless of whether contractors are corporations or individuals.

Key Compliance Requirements
  • ・

    Upon placing orders, a written document specifying the scope of work, remuneration, payment terms, and other relevant details is provided.

  • ・

    Payments are made within 60 days of receipt of goods or services.

  • ・

    Acts prohibited by applicable laws—including refusal to accept deliverables, unjustified reductions in payment, and demands for rework—are strictly prohibited.

Promotion Measures
  • ・

    Subcontracting Act e-learning and Freelance Protection Act video training with comprehension checks are conducted for officers and employees involved in subcontracting.

  • ・

    Internal fact-finding surveys (internal interviews) on the Subcontracting Act are conducted on an ongoing basis to identify applicable transactions and verify compliance.

  • ・

    The status of purchase order issuance and payment deadline compliance is monitored regularly, and corrective actions are taken promptly upon identification of any issues.

Internal Whistleblowing System

Program Overview

SORACOM has established an internal whistleblowing hotline that enables all officers and employees to safely report or consult on violations of laws, articles of incorporation, or internal regulations, harassment, and other acts contrary to corporate ethics. The program is operated in accordance with the amended Whistleblower Protection Act (revised June 2022).

Reporting Channels
  • ・

    Internal channel: Managed by the HQ Admin department; accepts reports in both Japanese and English.

  • ・

    External channel: Managed by the Audit and Supervisory Committee members.

Protection of Whistleblowers

The Internal Whistleblowing Handling Policy explicitly prohibits any adverse treatment of reporters or individuals who cooperate in investigations on the grounds of having made a report or having assisted in an investigation. Any confirmed acts of retaliation will be dealt with strictly.

Investigation & Response Flow
  • ・

    Upon receipt, a fact-finding investigation is conducted with careful attention to privacy protection and confidentiality obligations.

  • ・

    If an issue is confirmed, senior management and audit committee members are promptly notified.

  • ・

    Corrective measures and recurrence prevention plans are formulated and implemented, and outcomes are fed back to the reporter upon request.

  • ・

    To ensure broad awareness of the program, its overview and reporting procedures are communicated during onboarding orientation and annual training.

Appropriate Tax Practices

Tax Policy

SORACOM complies with tax laws and regulations in all countries and regions where it operates, and respects the spirit of those laws. The company fulfills its corporate social responsibility through fair and appropriate tax payments. SORACOM does not engage in transactions or arrangements aimed at tax avoidance, and adheres to the principle of aligning the location of taxation with the place of economic activity and value creation.

Tax Governance Structure
  • ・

    Material tax-related matters and risks are overseen by the CFO Director and, where necessary, reported to the Risk Management & Compliance Committee and the Board of Directors.

  • ・

    Tax returns are reviewed by an external tax accountant firm and approved by the CFO Director before submission to tax authorities.

  • ・

    Financial reporting reliability is ensured through audits conducted by an independent external auditor (KPMG AZSA LLC).

Transfer Pricing & Anti-Avoidance

Where cross-border related-party transactions occur, the company complies with applicable laws in each jurisdiction and prepares transfer pricing documentation based on the arm's length principle.

Tax Transparency

In accordance with Japanese tax law, SORACOM annually prepares and submits a Country-by-Country Report (CbCR) summarizing its activities in each jurisdiction. The company also discloses tax information in a timely and appropriate manner in accordance with applicable laws and disclosure standards in each country and region where it operates, thereby building trusted relationships with tax authorities worldwide.

Risk Management Activity Cycle

All employees participate in a semi-annual risk survey to identify risks within their respective departments. Based on the results, the secretariat updates the risk management register, and the Committee conducts risk brainstorming sessions and reviews the progress of improvement measures. By continuously maintaining this PDCA cycle throughout the year, SORACOM enhances its ability to respond to risks.

  • Beginning of fiscal year (April–May)

    Report on prior year activities, preparation of current year risk management register, and administration of risk survey.

  • First half (September)

    Risk re-assessment by each department, sharing of significant incident reports and improvement progress, and risk brainstorming.

  • Second half (March)

    Second risk survey and departmental risk re-assessment, verification of annual policies, and committee-level review.

Risk Identification Process

Department heads or their equivalents participate as committee members to comprehensively identify risks across the organization. Semi-annual surveys allow each department to report their own risks, which are then supplemented by a company-wide perspective through committee risk brainstorming. Identified risks are recorded in the risk management register along with response measures (mitigation or avoidance), responsible departments, and deadlines.

Business Risks

The following are the key risks recognized by SORACOM. These are also disclosed to investors in our Annual Securities Report.

Compliance violations / Financial & accounting risks

Violations of applicable laws and regulations could adversely affect business operations and financial results. Additionally, the utilization of net operating loss carryforwards or changes in tax law may result in taxation at standard rates, impacting cash flow.

Business environment risks (economic fluctuations, market contraction) / Competitive risks

SORACOM's business growth assumes expansion of the IoT-related market. Economic downturns or stricter regulations that hinder market growth could adversely affect performance. Increasing competition from numerous competitors, including major MNOs, may erode SORACOM's competitive advantages.

Customer concentration / Technology innovation risks

Changes in the business strategies of major customers may affect SORACOM's results. Additionally, failure to keep pace with technological advancements in IoT could lead to service obsolescence or increased investment costs.

Alliance risks / Personal information & confidential data leakage risks

The business partnership agreement with KDDI Corporation contains non-compete provisions; however, their current impact on operations is limited. Should future business expansion be deemed competitive with KDDI and consent not be obtained, business activities may be restricted. Furthermore, a data breach could cause significant reputational damage and result in substantial penalties or compensation obligations.

Occupational health & safety risks / Natural disaster & accident risks

Failure to recruit and develop talented personnel as planned could adversely affect business operations. Major earthquakes or other natural disasters could damage facilities or restrict access to power and the internet, potentially disrupting business continuity.

Other enterprise value impairment risks

Disruptions to telecommunications line procurement, system failures at AWS, lawsuits, claims for damages, intellectual property infringement, or equity dilution may adversely affect the enterprise value and financial condition of the SORACOM Group.

Risk Review

The Committee reviews the progress of improvement measures in each department on a quarterly basis, and analyzes root causes and revises countermeasures for any incomplete items. In the event of a significant incident, an emergency report and deliberation are held, recurrence prevention measures are formulated, and the findings are reported to the Board of Directors and the Audit & Supervisory Committee.

Emerging Risks

SORACOM continuously monitors emerging risks that have not yet materialized but could potentially affect the business in the future. During semi-annual risk brainstorming sessions, in addition to reviewing known risks, special attention is given to identifying new risks arising from changes in the social, technological, and regulatory environment. The company pays particular attention to security and ethical risks associated with the rapid proliferation of AI, geopolitical risks, and climate change risks.

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