Sony 2013 Annual Report Download - page 40

Corporate Governance
Shareholders’ Meeting
Board of Directors
Corporate Executive Officers
Corporate Executives
Nominating Committee
Oversight
Management
Compensation Committee Audit Committee
Internal Audit Division
Independent
Auditor
Oversight
Determine
committee
members
Appointment/dismissal of Directors
Delegation
Appointment/dismissal
Delegation
Monitor
performance
of their duties Coordination
Audit report
Appointment/dismissal
Make proposals to appoint/dismiss Directors Make proposals to appoint/dismiss independent auditor
Determine
compensation
Determine
compensation
Report
Oversight/
evaluation
Monitor
performance
of their duties
Corporate Governance Structure
Sony has long been committed to strong corporate
governance, as one of its most important management
initiatives. As a part of this eort, Sony adopted the
“Company with Committees” corporate governance
system under the Companies Act of Japan. In addition
to complying with the requirements of applicable
corporate governance laws and regulations, Sony
has introduced its own requirements to help improve
and maintain 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 defines the respective areas for which each
of the Corporate Executive Officers is responsible
and delegates to them decision-making authority to
manage the business, thereby promoting the prompt
and ecient management of the Sony Group.
Governance Structure
Sony Corporation is governed by its Board of Directors,
which is appointed by resolution at the annual share-
holders’ meeting. The Board has three committees
(the Nominating Committee, Audit Committee and
Compensation Committee), each consisting of Directors
named by the Board of Directors. Corporate Executive
O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 help
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 include the following:
•separatingtherolesoftheBoardchairperson/vice
chairperson and Representative Corporate Executive
Ocers;
•limitingthenumberoftermsofoutsideDirectors;
•appointingchairs ofstatutorycommittees fromthe
ranks of outside Directors;
•settingforthqualicationsforDirectorsforthepurpose
of eliminating conflicts of interest and ensuring
independence; and
•prohibitingtheCEOorCOOofSonyGroup(orpersons
in any equivalent position) from serving on the
Compensation Committee.
Risk Management System
Each Sony Group business unit, subsidiary or aliated
company, and corporate division is expected to review
and assess business risks on a regular basis, and to
detect, communicate, evaluate and respond to risk
in their particular business areas. In addition, Sony
Corporation’s Corporate Executive Officers have the
authority and responsibility to establish and maintain
systems for identifying and controlling risks that have the
potential to cause losses or reputational damage to the
Sony Group in the areas for which they are responsible.
The Corporate Executive Ocer in charge of Compliance
is tasked with promoting and managing the establish-
ment and maintenance of such risk management systems
through the coordinated activities of the Group Risk
Oce, Compliance Division, Internal Audit Department
and other relevant groups.
The Sony Corporation Group Risk Oce is responsible
for promoting risk management initiatives, such as
business continuity planning, across the organization.
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