Sony 2003 Annual Report Download - page 78

Sony Corporation Annual Report 200376
Executive Officers: The position of corporate executive
officer (“Shikko-yakuin”) that Sony created (before the
legally mandated one was adopted) is being continued
under the new name of Executive Officer (“Gyomu-
shikko-yakuin”). At Sony Corporation, Executive Officers
are those executives who are responsible for business
operations in specific areas such as operating units, R&D
units and head office functions. These Officers conduct
their specific business duties in accordance with the
fundamental policies set forth by the Board of Directors
and the Executive Board.
Other Measures to Strengthen Corporate
Governance
Sony is enacting a variety of measures with regard to its
internal supervisory functions to preserve and enhance
the Group’s ability to manage in a manner that is legal
and appropriate. The primary measures that were
enacted upon adoption of the “Company with
Committees” system are as follows.
■Enhancement of the system for disclosing corporate
information so as to comply with tightened disclosure
requirements worldwide, such as those under the
Sarbanes-Oxley Act of 2002 in the U.S.
■Establishment of a Group Code of Conduct that sets
forth the basic precepts by which the Directors,
Corporate Executive Officers, other executives and all
employees must abide.
■Establishment of an internal whistle blowing system
for reporting of violations of laws and company rules.
In addition to further enhancing the governance
functions of such departments as Compliance and
Internal Audit at the internal, operating level, Sony has
built a framework that enables the Board of Directors
and Audit Committee to receive timely reports from
these departments and enables these two bodies to
issue instructions to these departments as necessary.
*Outside Director
Structure of New Sony Corporate Governance System
Board of Directors
(1) Determination of fundamental management policies for the Sony Group
(2) Determination of Directors organizing each committee
(3) Appointment and dismissal of Corporate Executive Officers
(4) Supervision of execution of Sony Group’s business operations
Chairman of the Board: Iwao Nakatani*
Vice Chairmen of the Board: Hirobumi Kawano*, Teruo Masaki
Nominating Committee
Proposes nomination and
dismissal of Directors, etc.
Yotaro Kobayashi* (Chairman)
Hirobumi Kawano*
Carlos Ghosn*
Nobuyuki Idei
Kunitake Ando
Audit Committee
Audits the execution of
duties of Directors and Corporate
Executive Officers, determines
proposals to nominate and dismiss
the independent auditors, etc.
Yoshiaki Yamauchi* (Chairman)
Sakie T. Fukushima*
Akihisa Ohnishi
Compensation Commit tee
Determines the compensation of
each Director and Corporate
Executive Officer, etc.
Akishige Okada* (Chairman)
Yoshihiko Miyauchi*
Ter uhisa Tokunaka
Corporate Executive Officers
Execute Sony Group business activities within the scope of authority delegated by the Board of Directors
Executive Officers / Group Execut ive Officers/ Employees
Supervision
Execution