Sony 2011 Annual Report Download - page 52

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50
Board of Directors and Corporate Executive Officers
Chairman of the Board: Yotaro Kobayashi*
Howard Stringer Sony Corporation Representative Corporate
Executive Officer, Chairman, Chief Executive
Officer and President
Ryoji Chubachi Sony Corporation Representative Corporate
Executive Officer, Vice Chairman
Yotaro Kobayashi* Former Chairman of the Board, Fuji Xerox Co., Ltd.
Yoshiaki Yamauchi* Former Director, Sumitomo Mitsui Financial Group, Inc.
Peter Bonfield* Chairman of the Board, NXP Semiconductors N.V.
Fujio Cho* Chairman of the Board, Toyota Motor Corporation
Ryuji Yasuda* Professor, Graduate School of International
Corporate Strategy, Hitotsubashi University
Yukako Uchinaga* Director and Executive Vice President, Benesse
Holdings, Inc.
Chairman of the Board, Chief Executive Officer
and President, Berlitz Corporation
Mitsuaki Yahagi* Chairman of the Board,
The Japan Research Institute, Limited
Tsun-Yan Hsieh* Chairman, LinHart Group
Roland A. Hernandez* Retired Chairman and Chief Executive Officer,
Telemundo Group, Inc.
Kanemitsu Anraku* Director, Mizuho Financial Group, Inc.
Yorihiko Kojima* Chairman of the Board, Mitsubishi Corporation
Osamu Nagayama* Chairman of the Board, President and Chief
Executive Officer, Chugai Pharmaceutical Co., Ltd.
Yuichiro Anzai* Executive Academic Advisor for Keio University
Professor, Faculty of Science and Technology,
Keio University
Supervision
Board of Directors
• Determines the fundamental management policies of the Sony Group.
• Oversees the performance of the duties of Directors and Corporate Executive Officers.
• Appoints and dismisses the statutory committee members.
• Appoints and dismisses Corporate Executive Officers and Representative Corporate Executive Officers.
Execution
Corporate Executive Officers
• Make decisions regarding the execution of Sony Group business activities within the scope of the authority delegated to them by the Board
of Directors.
Howard Stringer** Chairman, Chief Executive Officer and President
Ryoji Chubachi** Vice Chairman, Officer in charge of Product
Quality & Safety and Environmental Affairs
Kazuo Hirai*** Executive Deputy President, Officer in charge of
Consumer Products & Services businesses,
Common Software Platform, Global Sales and
Marketing Platform and Creative Center
Hiroshi Yoshioka Executive Deputy President, Officer in charge of
Professional, Device & Solutions businesses
Keiji Kimura Executive Vice President, Officer in charge of
Intellectual Property and the Disc Manufacturing
business
Nicole Seligman Executive Vice President, General Counsel
Masaru Kato Executive Vice President, Chief Financial Officer
** Representative Corporate Executive Officer concurrently serving as Director
*** Representative Corporate Executive Officer
Compensation Committee
• Sets policy on the contents of individual
compensation for Directors, Corporate
Executive Officers, Corporate Executives
and Group Executives and determines
the amount and content of individual
compensation of Directors and Corporate
Executive Officers in accordance with
the policy.
Ryuji Yasuda* (Chairman)
Tsun-Yan Hsieh*
Osamu Nagayama*
Audit Committee
•Monitorstheperformance ofdutiesbyCorporateExecutive
Officers through reviewing structure to ensure the adequacy
of the financial reporting process, structure to enable
management to ensure the effectiveness of internal control
over financial reporting, structure to ensure timely and
appropriate disclosure and to ensure compliance with any
applicable law, Articles of Incorporation and internal policies
and rules and status of any other items described in the
“Internal Control and Governance Framework” determined
by the Board of Directors in accordance with the Companies
Act of Japan and also monitors the performance of duties
by Directors through attending the Nominating Committee
or Compensation Committee and reviewing the Business
Report and the documents relating to the proxy statement.
•Oversees and evaluates the work of independent auditor,
including to evaluate the adequacy of its independence and
its qualification, to propose its appointment/dismissal or non-
reappointment, to approve its compensation, to evaluate the
appropriateness of its audit regarding the financial results
and internal control over financial reporting, and to pre-
approve its engagement for any other services than audit
services to be provided.
Yoshiaki Yamauchi* (Chairman)
Mitsuaki Yahagi*
Kanemitsu Anraku*
Nominating Committee
• Determines the content of
proposals regarding the
appointment/dismissal of
Directors.
Yotaro Kobayashi* (Chairman)
Peter Bonfield*
Fujio Cho*
Roland A. Hernandez*
Yorihiko Kojima*
Yuichiro Anzai*
Howard Stringer
Ryoji Chubachi
Corporate Executives
• Carry out business operations within designated areas, including business units, headquarters functions, and/or research and development, in
accordance with the fundamental policies determined by the Board of Directors and the Corporate Executive Officers.
(Names and positions of new Directors and Corporate Executive Officers as of June 28, 2011)
* An Outside Director who satisfies the requirements under Item 15, Article 2 of the Companies Act of Japan