Sony 2007 Annual Report Download - page 52

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4949
Sony Initiatives
To strengthen its governance structure beyond legal requirements, Sony Corporation has
added several provisions to its Charter of the Board of Directors to ensure the separation of
the Board of Directors from the execution of business, and to advance the proper functioning
of the statutory committees. The main provisions are as follows:
•separating the roles of the Board chairperson/vice chairperson and Representative Corporate
Executive Officers;
•limiting the number of terms of outside Directors and rotating committee memberships;
•appointing chairs of statutory committees from the ranks of outside Directors;
•setting forth qualifications for Directors for the purpose of eliminating conflicts of interest
and ensuring independence;
•raising the minimum number of Nominating Committee members (five or more) and requiring
that at least two Directors of the Committee shall be Corporate Executive Officers;
•suggesting that, as a general rule, at least one Director of the Compensation Committee
shall be a Corporate Executive Officer, while prohibiting the appointment of the CEO or COO
of the Sony Group (or persons at any equivalent position) to serve on the Committee; and
•discouraging the concurrent appointment of Audit Committee members to other
committees.
Meeting Record
During the fiscal year ended March 31, 2007 (fiscal year 2006), the Board of Directors
convened eight times. The Nominating Committee met five times, the Audit Committee met
14 times and the Compensation Committee met six times. In fiscal year 2006, no incumbent
Director attended less than 75% of the aggregate number of meetings of the Board and
Committees on which he/she served (during the period that he/she served).
Cooperation of the Audit Committee and the Internal Audit Division
Sony Corporation has an internal audit division, which coordinates closely with the internal
audit departments of major subsidiaries around the world to promote Sony Group’s internal
audit activities on a global basis. The Sony Corporation internal audit division makes periodic
presentations and submits monthly reports to the Audit Committee. To help assure its
independence, the appointment and dismissal of the person in charge of the Sony Corporation
internal audit division is subject to the prior approval of the Audit Committee.