Sony Global - Corporate Governance

Primary Roles of the Governance Entities

(Updated on August 3, 2012)

Board of Directors:

Determines the fundamental management policies of the Sony Group
Oversees the management of Sony Group's business operations
Appoints and dismisses the statutory committee members
Appoints and dismisses Representative Corporate Executive Officers and Corporate Executive Officers

Nominating Committee:

Determines the content of proposals regarding the appointment/dismissal of Directors

Audit Committee:

Monitors the performance of duties by Corporate Executive Officers through reviewing structure to ensure the adequacy o f the financial reporting process, structure to enable management to ensure the effectiveness of internal control over financial reporting, structure to ensure timely and appropriate disclosure and to ensure compliance with any applicable law, Articles of Incorporation and internal policies and rules and status of any other items described in the Internal Control and Governance Framework” determined by the Board of Directors in accordance with the Companies Act of Japan and also monitors the performance of duties by Directors through attending the Nominating Committee or Compensation Committee and reviewing the Business Report and the documents relating to the proxy statement.
Oversees and evaluates the work of independent auditor, including to evaluate the adequacy of its independence and its qualification, to propose its appointment/dismissal or nonreappointment, to approve its compensation, to evaluate the appropriateness of its audit regarding the financial results and internal control over financial reporting, and to preapprove its engagement for any other services than audit services to be provided.

Compensation Committee:

Sets policy on the contents of individual compensation for Directors, Corporate Executive Officers, Corporate Executives and Group Executives, and determines the amount and content of individual compensation of Directors and Corporate Executive Officers in accordance with the policy

Corporate Executive Officers:

Make decisions regarding the execution of Sony Group business activities within the scope of the authority delegated to them by the Board of Directors

Corporate Executives:

Carry out business operations within designated areas, including business units, headquarters functions, and/or research and development, in accordance with the fundamental policies determined by the Board of Directors and the Corporate Executive Officers