Sony 2007 Annual Report Download - page 53

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5050
Board of Directors’ Determination Regarding Internal Control
and Governance Framework
At a Board meeting held on April 26, 2006, the Board of Directors reaffirmed the existing
internal control and governance framework and determined to continue to evaluate and
improve such framework going forward, as appropriate. This determination was required by
and met the requirements of the Japanese Company Law.
URL
•Charter of the Board of Directors:
http://www.sony.net/SonyInfo/IR/qfhh7c000009vi0u-att/board_of_directors_E.pdf
•Basic policy regarding remuneration for Directors and Corporate Executive Officers:
http://www.sony.net/SonyInfo/IR/stock/qfhh7c000009cmtik-att/nts90.pdf (P18–19)
•Board of Directors’ determination regarding internal control and governance framework
pursuant to the Japanese Company Law:
http://www.sony.net/SonyInfo/IR/library/control.html
•Significant differences between the New York Stock Exchange’s corporate governance
standards and Sony’s corporate governance practices (including the explanation of “outside
Directors”):
http://www.sony.net/SonyInfo/IR/NYSEGovernance.html
Governance Related to the U.S. Sarbanes–Oxley Act
The United States adopted the Sarbanes–Oxley Act (SOX) in 2002 in response to a series of
corporate financial scandals and corporate governance abuse. SOX applies to Sony because
it is a foreign private issuer of equity securities registered with the U.S. Securities and Exchange
Commission (SEC) and subject to SEC reporting requirements.
Among other requirements, SOX requires the CEO and the CFO of Sony Corporation to
sign certain certifications to accompany the Sony Corporation Form 20-F, an annual report
filed with the SEC, relating to the integrity of the financial statements, to disclosure controls
and procedures, and to internal control over financial reporting.
Sony has established “Disclosure Controls and Procedures,” through which potentially
material information is reported from important business units, subsidiaries, affiliated
companies and corporate divisions and is reviewed and considered for disclosure in light of
its materiality to the Sony Group. An advisory body, the “Disclosure Committee,” comprised
of officers and senior management of the Sony Group who oversee investor relations,
accounting, legal, corporate communications, finance, internal audit and human resources,
assists the CEO, the President and the CFO in the establishment and implementation of the
system and also in assuring the accuracy of financial reporting.
Beginning in the fiscal year ended March 31, 2007, SOX also requires a management
report on the company’s internal control over financial reporting to be included in the Form
20-F. In order to ensure compliance with the requirement, Sony formed a cross-functional
steering committee comprised of headquarters management to monitor necessary actions
including documentation, testing and evaluation of controls and to perform oversight and
assessment of the global evaluation. Based on the evaluation, management has concluded
that Sony maintained effective internal control over financial reporting as of March 31, 2007.