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Updated on September 7, 2016

The Board of Directors

Primary roles of the Board of Directors

  • Determines the fundamental management policies of the Sony Group
  • Oversees the management of the Sony Group's business operations as an independent entity from the CEO and other Corporate Exective Officers
  • Appoints and dismisses the statutory committee members
  • Appoints and dismisses 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 the corporate value of the Sony Group. 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 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 plays an important role in securing proper business decisions by Sony and contributes to securing effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony's business based on his/her various and broad experience, knowledge and expertise. The policy and procedure for the selection of Director candidates are stated as above. For reference, the current Board has 11 Directors, eight of whom are outside Directors. The Nominating Committee has four Directors, three of whom are outside Directors; the Compensation Committee has three Directors, two 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. All current Directors (as defined under the Companies Act of Japan) satisfy the qualifications of the Board Charter as set forth below, and all current outside directors are qualified and designated as Independent Directors under the Securities Listing Regulations of the Tokyo Stock Exchange.

Director qualifications

  • Shall not be a director, a statutory auditor, a corporate executive officer, a general manager or other employees of any company in competition with the Sony Group in any of the Sony Group's principal businesses (a "Competing Company") or own 3% or more of the shares of any Competing Company.
  • Shall not be or have been a representative partner or partner of any independent auditor of the Sony Group during the past three years before being nominated as a Director.
  • 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

  • Shall not have received directly from the Sony Group, 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).
  • Shall not be a director, a statutory auditor, corporate executive officer, general manager or other employees of any company whose aggregate amount of transactions with the Sony Group, 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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