Sony 2015 Annual Report Download - page 108

permitted by law. If a Director also serves concurrently as a Corporate Executive Officer, then he or she can
execute the business of Sony Corporation in the capacity of Corporate Executive Officer. Under the Companies
Act, Directors must refrain from engaging in any business competing with Sony Corporation unless approved by
the Board of Directors, and any Director who has a material interest in the subject matter of a resolution to be
taken by the Board of Directors cannot vote on such resolution. The amount of remuneration to each Director is
determined by the Compensation Committee, which consists of Directors, the majority of whom are outside
Directors (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees”). No member
of the Compensation Committee may vote on a resolution with respect to his or her own compensation as a
Director or a Corporate Executive Officer.
Neither the Companies Act nor Sony Corporation’s Articles of Incorporation make a special provision as to
the borrowing powers exercisable by Directors (subject to requisite internal authorizations as required by the
Companies Act), their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation.
For more information on Directors, refer to “Board Practices” in “Item 6. Directors, Senior Management
and Employees.”
Capital stock
(General)
Unless indicated otherwise, set forth below is information relating to Sony Corporation’s capital stock,
including brief summaries of the relevant provisions of Sony Corporation’s Articles of Incorporation and Share
Handling Regulations, currently in effect, and of the Companies Act and related regulations.
On January 5, 2009, a central book-entry transfer system for shares of Japanese listed companies was
established pursuant to the Act Concerning Book-entry Transfer of Corporate Bonds, Shares, etc. (including
regulations promulgated thereunder, “Book-entry Transfer Act”), and this system is applied to the shares of
Common Stock of Sony Corporation. Under this system, shares of all Japanese companies listed on any Japanese
stock exchange are dematerialized, and shareholders must have accounts at account management institutions to
hold their shares unless such shareholder has an account at Japan Securities Depository Center, Inc.
(“JASDEC”). “Account management institutions” are financial instruments traders (i.e., securities companies),
banks, trust companies and certain other financial institutions that meet the requirements prescribed by the Book-
entry Transfer Act. Transfer of the shares of Common Stock of Sony Corporation is effected exclusively through
entry in the records maintained by JASDEC and the account management institutions, and title to the shares
passes to the transferee at the time when the transfer of the shares is recorded at the transferee’s account at an
account management institution. The holder of an account at an account management institution is presumed to
be the legal holder of the shares recorded in such account.
Under the Companies Act and the Book-entry Transfer Act, in order to assert shareholders’ rights against
Sony Corporation, a shareholder of shares must have its name and address registered in Sony Corporation’s
register of shareholders. Under the central book-entry transfer system operated by JASDEC, shareholders shall
notify the relevant account management institutions of certain information prescribed under the Book-entry
Transfer Act or Sony Corporation’s Share Handling Regulations, including their names and addresses, and the
registration on Sony Corporation’s register of shareholders is updated upon receipt by Sony Corporation of
necessary information from JASDEC (as described in “Record date”). On the other hand, in order to assert,
against Sony Corporation, shareholders’ rights to which shareholders are entitled, regardless of whether such
shareholder held shares on the requisite record date, such as minority shareholders’ rights, including the right to
propose a matter to be considered at a General Meeting of Shareholders, except for shareholders’ rights to
request that Sony Corporation purchase or sell shares constituting less than a full unit (as described in “Unit share
system”), JASDEC shall, upon the shareholder’s request, issue a notice of certain information, including the
name and address of such shareholder, to Sony Corporation.
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