Sony 2015 Annual Report Download - page 128

NYSE Standards Sony’s Corporate Governance Practices
Sony’s Charter of the Board of Directors includes a
provision requiring that each “outside” director:
(i) Shall not have received directly from Sony Group,
during any consecutive 12-month period within the
last three years, more than an amount equivalent to
120,000 U.S. dollars, other than director and
committee fees and pension or other forms of
deferred compensation for prior service (provided
such compensation is not contingent in any way on
continued service); and
(ii) Shall not be a director, a statutory auditor, a
corporate executive officer, a general manager or
other employee of any company whose aggregate
amount of transactions with Sony Group, in any of
the last three fiscal years, exceeds the greater of an
amount equivalent to 1,000,000 U.S. dollars, or
2 percent of the annual consolidated sales of such
company;
In addition, the Securities Listing Regulations of the
Tokyo Stock Exchange require Sony to make efforts
to have at least one “Independent Director” on the
Board of Directors. “Independent Director” is
defined in the Securities Listing Regulations of the
Tokyo Stock Exchange as an “outside” director who
is unlikely to have conflicts of interest with
shareholders. According to the guidelines of the
Tokyo Stock Exchange, if a person falls in any of the
categories listed below, such person, in principle, will
be considered to have a conflict of interest with
shareholders of the listed company.
(1) A person for which the listed company is a
major client or a person who executes business
of a person for which the listed company is a
major client;
(2) A major client of the listed company or a person
who executes business of a major client of the
listed company;
(3) A consultant, accounting professional, or legal
professional (or, if such consultant, accounting
professional, or legal professional is a juridical
person, a member of such juridical person) of
the listed company who receives a large amount
of money or other consideration other than
remuneration for directorship/auditorship from
such listed company;
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