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Corporate Governance

Governance Related to the U.S. Sarbanes-Oxley Act

(Updated on August 12, 2014)
Sony is subject to the Sarbanes-Oxley Act (SOX) regulations because it is a foreign private issuer of equity securities registered with the U.S. Securities and Exchange Commission (SEC) and subject to SEC reporting requirements. Among other requirements, SOX requires the CEO and the CFO of Sony Corporation to sign certain certifications to accompany the Sony Annual Report on Form 20-F filed with the SEC, relating to the "fair presentation" of the consolidated financial statements, disclosure controls and procedures, and internal control over financial reporting. Sony has established "Disclosure Controls and Procedures," outlining the process through which potentially material information is reported from important business units, subsidiaries, affiliated companies and corporate divisions and is reviewed and considered for disclosure in light of its materiality to the Sony Group. The "Disclosure Committee," comprised of officers and senior management of the Sony Group including those who oversee investor relations, accounting, corporate planning, legal, corporate communications, finance, internal audit, human resources and group risk, supervises the preparation of Sony's annual reports, current reports, quarterly earnings releases and other material disclosure, and assists the management in the establishment and implementation of this system and also in undertaking appropriate and timely disclosure. Effective since the fiscal year ended March 31, 2007, SOX also requires the inclusion of a management report on the company's internal control over financial reporting in the Form 20-F. In order to ensure compliance with this requirement, Sony formed a cross-functional steering committee comprised of management in charge of the principal Sony Group headquarters functions to monitor necessary actions including documentation, testing and evaluation of controls and to perform oversight and assessment of the global evaluation. Based on the company's evaluation, management has concluded that Sony maintained effective internal control over financial reporting as of March 31, 2014.



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