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Updated on August 23, 2017

The Board of Directors

Primary roles of the Board of Directors

  • Determine Sony's fundamental management policies
  • Oversee the management of Sony's business operations as an entity independent from the Chief Executive Officer ("CEO") and other Corporate Executive Officers
  • Appoint and dismiss the statutory committee members
  • Appoint and dismiss Representative Corporate Executive Officers and Corporate Executive Officers.

Please refer to the page below for Sony's Board Charter, which details the processes and policies for reporting by the Corporate Executive Officers to the Board and matters requiring Board approval.

Policy and procedure for the selection of Director candidates

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 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, expertise and international fluency), availability, and independence, as well as diversity in the boardroom, 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 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. Current members are shown on the following page:

Independence of the Directors

Sony 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.
As of June 15, 2017, the Board has 12 Directors, nine of whom are outside Directors. The Nominating Committee has five Directors, four of whom are outside Directors; the Compensation Committee has four Directors, three of whom are outside Directors; and the Audit Committee's three members are all outside Directors.

The qualification of the Directors and the limitation on re-election

The qualifications for Directors of Sony are generally as summarized below. As of June 15, 2017, all Directors (as defined under the Companies Act of Japan) satisfy the qualifications of the Board Charter as set forth below, and all outside Directors are 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 the 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 a director, a statutory auditor, 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.
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