Sony 2007 Annual Report Download - page 51

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48
Corporate Governance/New Directors and Corporate Executive Officers
48
Basic Framework
Sony is committed to strong corporate governance. As a part of this effort, Sony adopted a
“Company with Committees” corporate governance system under the Japanese Company
Law. In addition to complying with the requirements of laws and regulations, Sony also has
introduced its own mechanisms to help make its governance system even more sound and
transparent, including strengthening the separation of the Directors’ function from that of
management and advancing the proper functioning of the statutory committees. Under this
system, the Board of Directors defines the respective areas for which each Corporate
Executive Officer is responsible and delegates to them decision-making authority to manage
the business, thereby promoting the prompt and efficient management of the Sony Group.
Governance Structure
Sony Corporation’s statutory entities are comprised of the Board of Directors, which is
appointed by resolution at the shareholders’ meeting; three committees (the Nominating
Committee, Audit Committee and Compensation Committee), consisting of directors named
by the Board of Directors; and the Corporate Executive Officers, who are appointed by
resolution of the Board of Directors. In addition to these statutory entities, Sony has Corporate
Executives who carry out business operations within designated areas.
Shareholders’ Meeting
Board of Directors
Corporate Executive Officers
Corporate Executives
Nominating Committee
Oversight
Management
Compensation Committee Audit Committee
Internal Audit Division
Independent
Auditor
Appointment/
dismissal
Delegation
Delegation
Monitor
performance
of their duties Coordination
Audit report
Appointment/
dismissal
Make proposals to
appoint/dismiss Directors Make proposals to appoint/
dismiss independent auditor
Determine
compensation
Determine compensation
Report
Oversight/
evaluation
Monitor
performance
of their duties
Determine
committee
members
Oversight
Corporate Governance Structure