Sony 2015 Annual Report Download - page 127

NYSE Standards Sony’s Corporate Governance Practices
each of three statutory committees (the Nominating
Committee, the Audit Committee and the
Compensation Committee).
Director Independence. A director is not independent
if such director is
(i) a person who the board determines has a material
direct or indirect relationship with the company, its
parent or a consolidated subsidiary;
(ii) a person who, within the last three years, has been an
employee of the company or has an immediate family
member of an executive officer of the company, its
parent or a consolidated subsidiary;
(iii) a person who had received, or whose immediate
family member had received, during any 12-month period
within the last three years, more than 120,000 U.S. dollars
per year in direct compensation from the company, its
parent or a consolidated subsidiary, other than director
and committee fees or deferred compensation for prior
services (provided such compensation is not contingent in
any way on continued service);
(iv) (A) a person who is, or whose immediate family
member is, a current partner or employee of a firm that
is the company’s internal or external auditor; (B) a
person whose immediate family member is a partner of
such a firm; (C) a person who has an immediate family
member who is a current employee of such a firm and
who personally participates in the firm’s audit,
assurance or tax compliance (but not tax planning)
practice; or (D) a person who was, or has an immediate
family member who was, within the last three years, a
partner or employee of such a firm and personally
worked on the listed company’s audit within that time;
(v) a person who is, or whose immediate family member
is, or has been within the last three years, employed as
an executive officer of another company where any of
the listed company’s present executive officers at the
same time serves or served on that company’s
compensation committee; or
(vi) an executive officer or employee of a company, or
has an immediate family member of an executive officer
of a company, that makes payments to, or receives
payments from, the listed company, its parent or a
consolidated subsidiary for property or services in an
amount which, in any of the last three fiscal years,
exceeds the greater of 1 million U.S. dollars or 2 percent
of such other company’s consolidated gross revenues.
“Outside” director is defined in the Companies Act as
a person who satisfies all of the requirements
(i) through (v) below:
(i) a person who is not a director of Sony Corporation
or any of its subsidiaries engaged in the business
operations of Sony Corporation or such subsidiaries,
as the case may be, or a Corporate Executive Officer
or general manager or other employee (“Group
Executive Director, etc.”) of Sony Corporation or any
of its subsidiaries and who has not been a Group
Executive Director, etc. of Sony Corporation or any
of its subsidiaries for ten years prior to assuming his/
her office; (ii) if a person who has been a director,
accounting counselor (if the accounting counselor is
a juridical person, a member who is in charge of the
affairs), or corporate auditor of Sony Corporation or
any of its subsidiaries (excluding a person who has
been a Group Executive Director, etc.) at the time
within ten years prior to assuming his/her office, a
person who has not been a Group Executive Director,
etc. of Sony Corporation or any of its subsidiaries for
ten years prior to assuming his/her office as a
director, an accounting counselor, or a corporate
auditor; (iii) a person who is not a director or a
Corporate Executive Officer or general manager or
other employee of a parent company or any entity
which controls the management of Sony Corporation;
(iv) a person who is not a Group Executive Director,
etc. of a direct/indirect subsidiary of Sony
Corporation or any entity the management of which
is directly or indirectly controlled by Sony
Corporation; and (v) a person who is not a spouse or
relative within the second degree of kinship of a
director or a Corporate Executive Officer or general
manager or other employee of Sony Corporation.
Under the Companies Act, a director’s status as an
“outside” director is unaffected by the director’s
compensation, his or her affiliation with business
partners, or the board’s affirmative determination of
independence. On the other hand, under the
Companies Act, a director who has had a career as a
management director, corporate executive officer, or
other employee of the company, its subsidiaries or
other group companies is by definition not an
“outside” director.
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