Updated on August 29, 2019

The Board of Directors

Members: 13 Directors including 10 outside Directors (as of June 18, 2019)

Name Position
Kenichiro Yoshida Director
Hiroki Totoki Director
Shuzo Sumi Chairman of the Board Outside Director
Tim Schaaff Non-Executive Director
Kazuo Matsunaga Vice Chairman of the Board Outside Director
Koichi Miyata Outside Director
John V. Roos Outside Director
Eriko Sakurai Outside Director
Kunihito Minakawa Outside Director
Toshiko Oka Outside Director
Sakie Akiyama Outside Director
Wendy Becker Outside Director
Yoshihiko Hatanaka Outside Director

Under the Companies Act, the term of office of Directors expires at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last business year ending within one year after their election.

Purpose/Authority

  • To determine Sony's fundamental management policies
  • To oversee the management of Sony's business operations as an entity independent from Sony’s management
  • To appoint and dismiss the statutory committee members
  • To appoint and dismiss Senior Executives including Corporate Executive Officers
  • To appoint and dismiss Representative Corporate Executive Officers

For the matters to be decided by the Board and the matters to be reported to the Board, refer to the page below.

Policy on Composition of the Board

With a view toward securing effective input and oversight by the Board, the Nominating Committee reviews and selects candidates for the Board with the aim of assuring that a substantial part of the Board is comprised of qualified outside Directors that satisfy the independence requirements established by Sony Corporation and by law. The Nominating Committee selects candidates that it views as well-suited to be Directors in light of the Board's purpose of enhancing Sony's corporate value. The Nominating Committee broadly considers various relevant factors, including a candidate's capabilities (such as the candidate's experience, achievements, and expertise), availability, and independence, as well as diversity in the boardroom such as gender and nationality, the appropriate size of the Board, and the knowledge, experiences and talent needed for the role. Under the Charter of the Board (the "Board Charter"), Sony Corporation also requires that the Board consist of not fewer than 10 Directors and not more than 20 Directors. In addition, since 2005 the majority of the members of the Board have been outside Directors.

Qualifications for Directors and Limitation of Re-election

The qualifications for Directors of Sony Corporation under the Board Charter are generally as summarized below. As of June 19, 2019, all Directors satisfy the qualifications for Directors as set forth below, and all outside Directors satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the Tokyo Stock Exchange.

Director qualifications

  • He/she shall not be a director, a statutory auditor, a corporate executive officer, a general manager or other employee of any company in competition with Sony in any of Sony's principal businesses (a "Competing Company") or own 3% or more of the shares of any Competing Company.
  • He/she shall not be or have been a representative partner or partner of Sony's independent auditor the past three years before being nominated as a Director.
  • He/she shall not have any connection with any matter that may cause a material conflict of interest in performing the duties of a Director.

Additional qualifications for outside Directors

  • He/she shall not have received directly from Sony, during any consecutive twelve-month period within the last three years, more than an amount equivalent to U.S. $120,000, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
  • He/she shall not be an executive director, corporate executive officer, general manager or other employee of any company whose aggregate amount of transactions with Sony, in any of the last three fiscal years, exceeds the greater of an amount equivalent to U.S. $1,000,000, or two percent of the annual consolidated sales of such company.

Also, each outside Director may, by resolution of the Nominating Committee, be nominated as a Director candidate for re-election five times, and thereafter by resolution of the Nominating Committee and by consent of all of the Directors. Even with consent of all of the Directors, in no event may any outside Director be re-elected more than eight times.

Matters related to Outside Directors

Sony Corporation expects that each outside Director play an important role in ensuring proper business decisions by Sony and effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony’s business based on his or her various and broad experience, knowledge and expertise. Considering these expectations, the policy and procedures on the election of Director candidates, including independent outside Director candidates, are set forth as described above. As of June 18, 2019, the Board has 13 Directors, ten of whom are outside Directors. The Chairman of the Board is an outside Director; the Nominating Committee has five Directors, four of whom are outside Directors; the Compensation Committee has three Directors, all of whom are outside Directors; and the Audit Committee has four Directors, all of whom are outside Directors.

Policy and Procedure for Selection and Dismissal of Senior Executives

Sony Corporation has appointed Corporate Executive Officers, including the CEO, and other officers that assume important roles for the management of Sony as Senior Executives.
The Board, a majority of which is comprised of independent outside Directors, has the authority to appoint and dismiss Senior Executives, including the CEO, and assign the roles and responsibilities of Senior Executives. In making decisions on the appointment of Senior Executives, including the CEO, the Board considers whether candidates for CEO meet certain qualifications for the CEO position which are set by the Nominating Committee and whether candidates for other Senior Executives have the necessary skills, capabilities, experiences and achievements that correspond to such Senior Executive’s expected roles and responsibilities.
The tenure of Senior Executives, including the CEO, is one year. The Board determines their re-appointment upon the expiration of each term considering the factors described above as well as their latest performance. The Board dismisses a Senior Executive, as necessary, in the event that the Board recognizes such Senior Executive is disqualified after discussions amongst the members of the Board or the Nominating Committee, even in the middle of the term for such Senior Executive.

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