Sony 2008 Annual Report Download - page 43

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41
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 U.S. accounting scandals and corporate
governance abuses. Sony is subject to the SOX regulations 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 certifi cations to accom-
pany the Sony Annual Report on Form 20-F fi led with the SEC,
relating to the “fair presentation” of the consolidated fi nancial state-
ments, disclosure controls and procedures, and internal control
over fi nancial reporting.
Sony has established “Disclosure Controls and Procedures,”
through which potentially material information is reported from
important business units, subsidiaries, affi liated companies and
corporate divisions and is reviewed and considered for disclosure
in light of its materiality to the Sony Group. The “Disclosure
Committee,” comprised of offi cers and senior management of the
Sony Group who oversee investor relations, accounting, corporate
planning, legal, corporate communications, fi nance, internal audit
and human resources, supervises the preparation of Sony’s annual
reports, current reports, quarterly earnings releases and other
material disclosure, and assists the CEO, the President and the CFO
in the establishment and implementation of this system and also in
assuring the accuracy of fi nancial reporting.
Effective for the fi scal year ended March 31, 2007, SOX also
requires the inclusion of a management report on the company’s
internal control over fi nancial reporting in the Form 20-F. In order to
ensure compliance with this 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 their evaluation,
management has concluded that Sony maintained effective internal
control over fi nancial reporting as of March 31, 2008.
Corporate Governance Structure
Shareholders’ Meeting
Oversight
Management
Independent
Auditor
Determine
committee
members
Appointment/
dismissal
Audit report
Appointment/
dismissal
Make proposals to
appoint/dismiss Directors
Make proposals to appoint/
dismiss independent auditor
Board of Directors
Corporate Executive Officers
Corporate Executives
Nominating Committee Compensation Committee Audit Committee
Internal Audit Division
Delegation
Delegation
Monitor
performance
of their duties Coordination
Determine
compensation
Determine
compensation
Report
Oversight/
evaluation
Monitor
performance
of their duties
Over-
sight
(For more information about Sony’s corporate governance, please refer to the
following website: http://www.sony.net/SonyInfo/IR/governance.html)
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