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Corporate Governance

Sony Initiatives

(Updated on August 12, 2014)
To strengthen its governance structure beyond legal requirements, Sony Corporation includes several provisions in its Charter of the Board of Directors to help ensure the separation of the Board of Directors from the execution of business, and to advance the proper functioning of the statutory committees. The main provisions are as follows:
  • separating the roles of the Board chairperson/vice chairperson and Representative Corporate Executive Officers;
  • limiting the number of terms of outside Directors;
  • appointing chairs of statutory committees from the ranks of outside Directors;
  • setting forth qualifications for Directors for the purpose of eliminating conflicts of interest and ensuring independence;
  • raising the minimum number of Nominating Committee members (five or more) and requiring that at least two Directors of the Committee be Corporate Executive Officers;
  • suggesting that, as a general rule, at least one Director of the Compensation Committee be a Corporate Executive Officer
  • prohibiting the CEO or COO of Sony Group (or persons in any equivalent position) from serving on the Compensation Committee; and
  • discouraging the concurrent appointment of Audit Committee members to other committees.

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