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Updated on August 21, 2015

Sony Initiatives

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; to maintain the proper size of the Board, which enables the members of the Board to actively contribute to discussion; 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;
  • requiring that at least a Director of the Nominating Committee be a Corporate Executive Officer;
  • 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;
  • discouraging the concurrent appointment of Audit Committee members to other committees; and
  • requiring that the Board of Directors consist of not fewer than ten Directors and not more than 20 Directors
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