Corporate Governance

Sony has long been committed to strong corporate governance, as one of its most important management initiatives. As a part of this effort, Sony adopted the "Company with Committees" corporate governance system under the Companies Act of Japan. In addition to complying with the requirements of applicable corporate governance laws and regulations, Sony has introduced its own requirements to help improve and maintain the soundness and transparency of its governance by strengthening the separation of the Directors' function from that of management and advancing the proper functioning of the statutory committees. Under Sony's system, the Board of Directors defines the respective areas for which each of the Corporate Executive Officers is responsible and delegates to them decision-making authority to manage the business, thereby promoting the prompt and efficient management of the Sony Group.

Governance Structure

Sony Corporation is governed by its Board of Directors, which is appointed by resolution at the annual shareholders' meeting. The Board has three committees (the Nominating Committee, Audit Committee and Compensation Committee), each consisting of Directors named by the Board of Directors. Corporate Executive Officers are appointed by resolution of the Board of Directors. In addition to these statutory bodies and positions, Sony has Corporate Executives who carry out business operations within designated areas.

Corporate Governance Structure

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, and to advance the proper functioning of the statutory committees. The main provisions include the following:

  • 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 and;
  • prohibiting the CEO or COO of Sony Group (or persons in any equivalent position) from serving on the Compensation Committee.

Risk Management System

Each Sony Group business unit, subsidiary or affiliated company, and corporate division is expected to review and assess business risks on a regular basis, and to detect, communicate, evaluate and respond to risk in their particular business areas. In addition, Sony Corporation's Corporate Executive Officers have the authority and responsibility to establish and maintain systems for identifying and controlling risks that have the potential to cause losses or reputational damage to the Sony Group in the areas for which they are responsible.

 The Corporate Executive Officer in charge of Compliance is tasked with promoting and managing the establishment and maintenance of such risk management systems through the coordinated activities of the Group Risk Office, Compliance Division, Internal Audit Department and other relevant groups.

 The Sony Corporation Group Risk Office is responsible for promoting risk management initiatives, such as business continuity planning, across the organization.

Supervision/Management

supervision


Board of Directors, Sony Corporation