Sony 2015 Annual Report Download - page 100

majority of the members of the Compensation Committee must be outside Directors. The Compensation
Committee is comprised of the following members as of June 17, 2016: Eikoh Harada, who is the Chair of the
Compensation Committee and an outside Director; John V. Roos who is also an outside Director; and Kenichiro
Yoshida, who is a Corporate Executive Officer.
During the fiscal year ended March 31, 2016, the Board of Directors convened eight times. The Nominating
Committee met five times, the Audit Committee met six times and the Compensation Committee met five times.
All 12 Directors participated in all meetings of the Board of Directors held during his/her tenure period of the
fiscal year ended March 31, 2016 except for Osamu Nagayama and Joichi Ito (Osamu Nagayama and Joichi Ito
both participated in seven meetings out of eight). Also, all 8 outside Directors who are members of Committees
participated in all of the meetings of each Committee held during the fiscal year ended March 31, 2016 except for
Osamu Nagayama (Osamu Nagayama who is the Chair of the Nominating Committee participated in four out of
five meetings of the Nominating Committee). All three outside Directors who are members of the Audit
Committee participated in all meetings of the Audit Committee held during his/her tenure period of the fiscal
year ended March 31, 2016.
No Directors have executed service contracts with Sony providing for benefits upon termination of service
as a Director.
Under the Companies Act and the Articles of Incorporation of Sony Corporation, Sony Corporation may, by
a resolution of the Board of Directors, exempt Directors from liabilities to Sony Corporation to the extent
permitted by law arising in connection with their failure to execute their duties. Also, in accordance with the
Companies Act and its Articles of Incorporation, Sony Corporation has entered into a liability limitation
agreement with each outside Director and one non-executive Director that limits the maximum amount of
liabilities owed by each such Director to Sony Corporation arising in connection with their failure to execute
their duties to the greater of either 30 million yen or an amount equal to the aggregate sum of the amounts
prescribed in each item of Article 425, Paragraph 1 of the Companies Act.
The Board of Directors must appoint one or more Corporate Executive Officers who are authorized to
determine matters delegated to them by the Board of Directors. The Corporate Executive Officers are responsible
for conducting all the business operations of Sony within the scope of authority delegated by the Board of
Directors. As of June 17, 2016, there are ten Corporate Executive Officers, two of whom are also Directors.
Significant decision-making authority has been delegated to the CEO and also to each Corporate Executive
Officer with respect to investments, strategic alliances and other actions related to the execution of business
operations. Sony Corporation believes that this significant delegation enables Sony to be managed in a dynamic
and responsive manner. The terms of office of Corporate Executive Officers expire at the conclusion of the first
meeting of the Board of Directors held immediately after the conclusion of the Ordinary General Meeting of
Shareholders held with respect to the last business year ending within one year after their election. From among
those Corporate Executive Officers who, as a general rule, are also Directors, the Board of Directors shall elect
Representative Corporate Executive Officers. Each Representative Corporate Executive Officer has the statutory
authority to represent Sony Corporation in the conduct of its affairs.
(Supplementary Information)
At a Board meeting held on April 26, 2006, the Board of Directors reaffirmed the internal control and
governance framework in effect as of the date of determination and determined to continue to evaluate and
improve such framework going forward, as appropriate. At a Board meeting held on May 13, 2009 and April 30,
2015, the Board of Directors amended and updated the internal control and governance framework, reaffirming
such framework in effect and determining to continue to evaluate and improve such framework going forward, as
appropriate. These determinations were required by and met the requirements of the Companies Act. Details of
the most updated determination are posted on the following website: http://www.sony.net/SonyInfo/IR/library/
control.html
For an explanation as to the significant differences between the New York Stock Exchange’s corporate
governance standards and Sony’s corporate governance practices, please refer to “Disclosure About Differences
in Corporate Governance” in Item 16G.
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