Sony 2001 Annual Report Download - page 55

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Sony Corporation Annual Report 2001
53
BOARD OF DIRECTORS
The 12 members of Sony’s Board of Directors, three of whom are outside Directors, were elected at the Ordinary
General Meeting of Shareholders held on June 29, 2000. During the year under review, the Board held 15 meet-
ings, including one in the United States. The goal of Directors is to maximize shareholder value. To this end, they
deliberate and authorize the Sony Group’s fundamental strategies, business plans, major investments, and
business alliances. Directors also evaluate performance as well as supervise the overall business operations of
Sony Corporation and its subsidiaries.
During the year, the Executive Committee, comprised of six Directors under the supervision of the full
Board, met 17 times. The Board delegates responsibility for certain important matters involving Sony
Corporation’s and Sony Group’s operations to this Committee. In April 2001, to enhance its functioning, the
Executive Committee grew to nine members with the addition of one Sony Director and two corporate
executive officers.
The Board of Directors includes a Nominating Committee and a Compensation Committee. The Nominat-
ing Committee was made up of five Directors, one of whom is an outside Director. On June 29, 2000, two
newly elected Directors joined the Committee, increasing its membership to seven. This Committee met
three times during the year to recommend candidates for the posts of Director, Statutory Auditor, and
corporate executive officer to the Board of Directors. The Board of Directors has begun to consider adding
more outside Directors to the Nominating Committee to improve its functioning. The Compensation Commit-
tee, made up of two outside Directors and a Senior Advisor of Sony, held seven meetings during the year.
This Committee determines compensation structure and amounts for Directors within the guidelines
approved by shareholders at the Ordinary General Meeting of Shareholders. This Committee also determines
compensation systems and amounts for corporate executive officers and presents guidelines related to
compensation for Directors of Sony Group companies.
BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors is comprised of four members, two of whom were elected at the Ordinary
General Meeting of Shareholders held on June 29, 2000. Three of the members are outside Statutory
Auditors. In all, 14 meetings were held during the year under review. The Statutory Auditors are responsible
for supervising the work of Directors in accordance with an audit plan approved by the Board of Statutory
Auditors. During the year, to perform this duty, the Statutory Auditors attended meetings of the Board of
Directors and other important meetings, reviewed important documents, visited and examined major
business facilities, examined operations of subsidiaries, and performed other tasks. The results of these
activities were reported to the Board of Statutory Auditors. The Board also received reports from
ChuoAoyama Audit Corporation (PricewaterhouseCoopers, Tokyo), Sony’s independent public accountants,
regarding its auditing methods and the results of its audit. Based on these activities, the Board of Statutory
Auditors prepared an audit report that was submitted to the Board of Directors on April 27, 2001.