Sony 2015 Annual Report Download - page 123

applicable interest and penalties) and other governmental charges; (ii) such registration fees as may from time to
time be in effect for the registration of Sony Corporation’s Common Stock or other deposited securities on the
share register and applicable to transfer of Sony Corporation’s Common Stock or other deposited securities to or
from the name of the custodian, the Depositary or any nominees upon the making of deposits and withdrawals,
respectively; (iii) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in
the Deposit Agreement to be at the expense of the person depositing Sony Corporation’s Common Stock or
withdrawing deposited securities or of the Holders and beneficial owners of ADSs; (iv) the expenses and charges
incurred by the Depositary in the conversion of foreign currency; (v) such fees and expenses as are incurred by
the Depositary in connection with compliance with exchange control regulations and other regulatory
requirements applicable to Sony Corporation’s Common Stock, deposited securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the
servicing or delivery of deposited property.
Direct and Indirect Payments by the Depositary to Sony
The Depositary reimburses Sony for certain expenses Sony incurs in connection with its ADR program,
subject to certain ceilings. These reimbursable expenses currently include, but are not limited to, legal and
accounting fees, investor relations expenses and fees payable to service providers for the distribution of material
to ADR holders. For the fiscal year ended March 31, 2016, such reimbursements totaled approximately
1,053,900 U.S. dollars.
In addition, as part of its service to Sony, the Depositary waives fees in connection with its ADR program,
subject to a ceiling. These waived expenses currently include, but are not limited to, standard costs associated
with the administration of the ADR program, associated operating expenses, investor relations advice and access
to an internet-based tool used in Sony’s investor relations activities. For the fiscal year ended March 31, 2016,
the amount of such indirect payments was estimated to total 5,000 U.S. dollars.
Item 13. Defaults, Dividend Arrearages and Delinquencies
None
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None
Item 15. Controls and Procedures
Item 15(a). Disclosure Controls and Procedures
Sony has carried out an evaluation under the supervision and with the participation of Sony’s management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the
design and operation of Sony’s disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of March 31, 2016. Disclosure controls and procedures
require that information to be disclosed in the reports Sony files or submits under the Securities and Exchange
Act of 1934 is recorded, processed, summarized and reported as and when required, within the time periods
specified in the applicable rules and forms, and that such information is accumulated and communicated to
Sony’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and
procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based upon Sony’s evaluation, the CEO and CFO have
concluded that, as of March 31, 2016, the disclosure controls and procedures were effective at the reasonable
assurance level.
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