Sony 2015 Annual Report Download - page 97

(3) Basic policy regarding remuneration for Directors and Corporate Executive Officers
The basic policy regarding remuneration for Directors and Corporate Executive Officers, as determined by
the Compensation Committee, is as follows:
(a) Basic policy of Director remuneration
Taking into account that the primary duty of the Directors is to supervise the performance of business
operations of Sony group as a whole and the fact that Sony Corporation is a global company, in order to improve
such supervisory function of the Directors, the following two elements constitute the basic policy for the
determination of the remuneration of Directors:
• attracting and retaining an adequate talent pool of Directors possessing the requisite abilities to excel in
the global marketplace; and
• ensuring the effectiveness of the supervisory function of the Directors.
Based upon the above, the remuneration of Directors consists of the following two components:
• fixed remuneration; and
• the Phantom Restricted Stock Plan.
The schedule for the amount of each component and its percentage of total remuneration is determined in
accordance with the basic policy above. Remuneration of Directors shall be at an appropriate level determined
based upon research made by a third party regarding remuneration of directors of both domestic and foreign
companies. No Director remuneration is paid to those Directors who concurrently serve as Corporate Executive
Officers.
Regarding the Phantom Restricted Stock Plan, points fixed every year by the Compensation Committee
shall be granted to Directors every year during his/her tenure, and at the time of resignation, the remuneration
amount shall be calculated by multiplying Sony Corporation’s Common Stock price by the accumulated points.
The resigning Director shall purchase Sony Corporation’s Common Stock with this remuneration.
(b) Basic policy of Corporate Executive Officer remuneration
Taking into account that Corporate Executive Officers are key members of management responsible for
executing the business operations of Sony, in order to further improve the business results of Sony Corporation,
the following two elements shall constitute the basic policy for the determination of the remuneration of
Corporate Executive Officers:
• attracting and retaining an adequate talent pool of Corporate Executive Officers possessing the requisite
abilities to excel in the global marketplace; and
• providing effective incentives to improve business results on a short-, medium- and long-term basis.
Based upon the above, remuneration of Corporate Executive Officers shall consist of the following four
components:
• fixed remuneration;
• remuneration linked to business results;
• remuneration linked to share price; and
• the Phantom Restricted Stock Plan.
The schedule for the amount of each component and its percentage of total remuneration shall be
determined in accordance with the above basic policy with an emphasis on linking remuneration to business
results and shareholder value. Remuneration of Corporate Executive Officers shall be at an appropriate level
determined based upon research made by a third party regarding remuneration of management of both domestic
and foreign companies.
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