Sony 2015 Annual Report Download - page 124

Item 15(b). Management’s Annual Report on Internal Control over Financial Reporting
Sony’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Sony’s
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles in the United States of America. Sony’s internal control over financial reporting
includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of Sony;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of Sony are being made only in accordance with authorizations of management and
directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of Sony’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Sony’s management evaluated the effectiveness of Sony’s internal control over financial reporting as of
March 31, 2016 based on the criteria established in “Internal Control — Integrated Framework (2013)” issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation,
management has concluded that Sony maintained effective internal control over financial reporting as of
March 31, 2016.
Sony’s independent registered public accounting firm, PricewaterhouseCoopers Aarata, has issued an audit
report on Sony’s internal control over financial reporting as of March 31, 2016, presented on page (F-2).
Item 15(c). Attestation Report of the Registered Public Accounting Firm
Refer to the Report of Independent Registered Public Accounting Firm on page (F-2).
Item 15(d). Changes in Internal Control over Financial Reporting
There has been no change in Sony’s internal control over financial reporting during the fiscal year ended
March 31, 2016 that has materially affected, or is reasonably likely to materially affect, Sony’s internal control
over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Sony’s Board of Directors has determined that Takaaki Nimura qualifies as an “audit committee financial
expert” as defined in Item 16A of Form 20-F under the Securities Exchange Act of 1934, as amended. In
addition, he is determined to be independent as defined under the New York Stock Exchange (“NYSE”)
Corporate Governance Standards.
Item 16B. Code of Ethics
Sony has adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act
of 1934, as amended. The code of ethics applies to Sony’s Chief Executive Officer, Chief Financial Officer, chief
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