Sony 2008 Annual Report Download - page 42

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40
Corporate Governance/New Directors and Corporate Executive Offi cers
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 has introduced its own system to help
improve the soundness and transparency of its governance by
strengthening the separation of the Directors’ function from
that of management and advancing the proper functioning of
the statutory committees. Under Sony’s system, the Board of
Directors defi nes the respective areas for which each of the
Corporate Executive Offi cers is responsible and delegates to
them decision-making authority to manage the business,
thereby promoting the prompt and effi cient management of the
Sony Group.
Governance Structure
Sony Corporation is governed by its Board of Directors, which is
appointed by resolution at the shareholders’ meeting. The Board
has three committees (the Nominating Committee, Audit Committee
and Compensation Committee), consisting of Directors named by
the Board of Directors. Corporate Executive Offi cers are appointed
by resolution of the Board of Directors. In addition to these statutory
bodies and positions, Sony has Corporate Executives who carry
out business operations within designated areas.
Sony Initiatives
To strengthen its governance structure beyond legal requirements,
Sony Corporation includes several provisions in 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 Offi cers;
• 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 qualifi cations for Directors for the purpose of elimi-
nating confl icts of interest and ensuring independence;
• raising the minimum number of Nominating Committee members
(fi ve or more) and requiring that at least two Directors of the
Committee be Corporate Executive Offi cers;
• suggesting that, as a general rule, at least one Director of the
Compensation Committee be a Corporate Executive Offi cer,
while prohibiting the appointment of the CEO or COO of the Sony
Group (or persons in any equivalent position) to serve on the
Committee; and
• discouraging the concurrent appointment of Audit Committee
members to other committees.
Corporate Governance
(For more information)
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
Signifi cant differences between the New York Stock Exchange’s corporate gover-
nance standards and Sony’s corporate governance practices (including the
explanation of “outside Directors”):
http://www.sony.net/SonyInfo/IR/NYSEGovernance.html
08SonyE_P40_48_0725.indd 4008SonyE_P40_48_0725.indd 40 08.8.7 2:20:39 PM08.8.7 2:20:39 PM