Sony 2015 Annual Report Download - page 99

plans. As stated above, under the Companies Act, a majority of the members of the Nominating Committee must
be outside Directors. Under the Charter of the Board of Directors, at least one member of the Nominating
Committee must concurrently be a Corporate Executive Officer. The Nominating Committee is comprised of the
following members as of June 17, 2016: Osamu Nagayama, who is the Chair of the Nominating Committee, the
Chairman of the Board and an outside Director; Koichi Miyata and John V. Roos, who are each outside
Directors; and Kazuo Hirai, who is a Corporate Executive Officer.
Under the Charter of the Board of Directors, the Audit Committee must consist of three or more Directors, a
majority of whom, as stated above, must be outside Directors. In addition, under the Companies Act, a member
of the Audit Committee may not concurrently be a director of Sony Corporation or any of its subsidiaries who is
engaged in the business operations of Sony Corporation or such subsidiaries, as the case may be, or a corporate
executive officer of Sony Corporation or any of its subsidiaries, or an accounting counselor (or if such
accounting counselor is a juridical person, partners who perform the duties of the accounting counselor), general
manager or other employee of any of such subsidiaries. Further, under the Charter of the Board of Directors,
members of the Audit Committee must meet the independence and other equivalent requirements of
U.S. securities laws and regulations to the extent applicable to Sony Corporation. The Audit Committee’s
primary responsibility is to review the consolidated and non-consolidated financial statements and business
reports to be submitted by the Board of Directors at the General Meeting of Shareholders; to monitor the
performance of duties by Directors and Corporate Executive Officers (with respect to structures to ensure the
adequacy of the financial reporting process, to enable management to ensure the effectiveness of internal control
over financial reporting, to ensure timely and appropriate disclosure and to ensure compliance with any
applicable law, Articles of Incorporation and internal policies and rules, and with respect to the status of any
other items described in the “Internal Control and Governance Framework” determined or reaffirmed by the
Board of Directors in accordance with Article 416, paragraph 1, item (1) of the Companies Act), in each case
pursuant to the Companies Act; and to propose the appointment/dismissal or non-reappointment of, approve the
compensation of, and oversee and evaluate the work of Sony’s independent auditor and its independence and
qualification. Under the Companies Act, the Audit Committee has a statutory duty to prepare and submit each
year its audit report (Kansa-hokoku) to the Corporate Executive Officer designated by the Board of Directors.
A member of the Audit Committee may note his or her opinion in the audit report if it is different from the
opinion of the Audit Committee that is expressed in the audit report.
The Audit Committee discusses with Sony Corporation’s independent auditor, PricewaterhouseCoopers
Aarata, the scope and results of audits by the independent auditor including their evaluation of Sony
Corporation’s internal controls, compatibility with Generally Accepted Accounting Principles in the U.S., and the
overall quality of financial reporting. The Audit Committee makes an assessment of the independence of
PricewaterhouseCoopers Aarata by overseeing their activities through regular communications and discussions
with them, and by pre-approving audit and non-audit services to be provided. The Audit Committee is comprised
of the following members as of June 17, 2016: Takaaki Nimura, who is the Chair of the Audit Committee and an
outside Director, and Kazuo Matsunaga and Eriko Sakurai, who are each outside Directors. Takaaki Nimura is an
“audit committee financial expert” within the meaning of Item 16A of this report.
As required by the Companies Act, the Compensation Committee determines the policy and the content of
compensation, bonus and any other benefits (including equity-related rights or options given for the purpose of
stock incentive options) to be received by each Director and Corporate Executive Officer in consideration of the
execution of their duties. In addition to such statutory duties, the Compensation Committee sets policy on the
composition of individual compensation to be received by other senior management of Sony Group (Directors or
other officers of Sony Group companies whose appointment is subject to approval by the Chief Executive Officer
(“CEO”) of Sony Corporation), and also submits proposals to the Board of Directors regarding the issuance of
stock acquisition rights for the purpose of granting stock options and other forms of stock price-based
compensation utilizing shares etc. of Sony Group, as individual compensation to the aforementioned senior
management. Under the Charter of the Board of Directors, the Compensation Committee shall consist of three or
more Directors, and as a general rule, at least one member shall concurrently serve as Corporate Executive
Officer; provided, however, that a Director who is the CEO or the Chief Operating Officer (“COO”) of Sony
Group or in any equivalent position shall not be a member of the Compensation Committee. As stated above, a
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