Sony 2015 Annual Report Download - page 131

NYSE Standards Sony’s Corporate Governance Practices
information that is not customized for the issuer or is not
customized by the adviser and about which the adviser
does not provide advice.
Audit Committee. An audit committee satisfying the
independence and other requirements of Rule 10A-3
under the Exchange Act is required. The committee
must have at least three members. All members must be
independent. The committee must have a charter
addressing the committee’s purpose, an annual
performance evaluation of the committee and the duties
and responsibilities of the committee.
Sony’s Audit Committee consists of at least three
directors. Under the Companies Act, a majority of its
members must be “outside” directors, as defined
under the Companies Act. In addition, pursuant to the
Companies Act, no member of the Committee shall
be a director of the company or any of its subsidiaries
who is engaged in the business operations of the
company or such subsidiary, as the case may be, or a
corporate executive officer of the company or any of
its subsidiaries, or an accounting counselor, general
manager or other employee of any of such
subsidiaries. Sony’s Charter of the Board of Directors
also requires each member of the Audit Committee to
meet the independence requirements of the applicable
U.S. securities laws and regulations, and requires at
least one member to meet the audit committee
financial expert requirements. Currently, all the
members of Sony’s Audit Committee are also
“independent” as defined in the NYSE Corporate
Governance Standards, and one member of the
Committee is qualified as an audit committee
financial expert. Sony’s Charter of the Board of
Directors discourages any Audit Committee member
from concurrently being a member of other
Committees.
Equity Compensation Plans. Equity compensation
plans require shareholder approval, subject to limited
exemptions.
Under the Companies Act, if Sony wishes to adopt an
equity compensation plan under which stock acquisition
rights are granted on specially favorable conditions,
except where all of its shareholders are granted rights to
subscribe for such stock acquisition rights or such stock
acquisition rights are gratuitously allocated to all of its
shareholders, each on a pro rata basis, then Sony must
obtain shareholder approval by a “special resolution” of
a general meeting of shareholders, where the quorum is
one-third of the total number of voting rights of all of its
shareholders and the approval by at least two-thirds of
the number of voting rights of all the shareholders
represented at the meeting is required under Sony’s
Articles of Incorporation.
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