Sony 2002 Annual Report Download - page 57

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55
Board of Directors
During the year under review, Sony’s Board met 17 times, including once in Europe. With the
aim of maximizing shareholder value, Board members deliberated and authorized policies and
strategies regarding management of the Sony Group’s business plans, important asset acquisi-
tions and divestments, business alliances, and matters relating to organizational structure and
human resources. Directors also supervised the overall business operations of Sony Corporation
and its subsidiaries.
During the year, the Executive Committee, comprised of six Sony Directors and four corporate
executive officers, met 27 times. The Board delegates responsibility for certain important matters
involving Sony Corporation’s and Sony Group’s operations to this Committee, within guidelines set
down by the Board. The Committee meets to deliberate in advance certain matters then consid-
ered by the Board.
The Board of Directors includes a Nominating Committee and a Compensation Committee.
The Nominating Committee is made up of six Directors, one of whom is an outside Director. This
Committee met six times during the year to recommend candidates for the posts of Director,
Statutory Auditor and corporate executive officer to the Board of Directors.
The Compensation Committee, made up of two outside Directors and a Senior Advisor of
Sony, held six meetings during the year. This Committee determines the compensation structure
and amounts for Directors within the guidelines approved by shareholders at the Ordinary General
Meeting of Shareholders. This Committee also determines the compensation systems and amounts
for corporate executive officers and presents guidelines related to compensation for Directors of
Sony Group companies.
Board of Statutory Auditors
During the year under review, the Board of Statutory Auditors met 14 times. 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
reported audit results to the Board of Directors on a regular basis and submitted an audit report to
the Board of Directors on April 25, 2002 after each Statutory Auditor completed his audit for the
year under review.
Management