Sony continuously strives to strengthen its corporate governance system, recognizing that sound corporate governance is extremely important in operating Sony effectively, efficiently, and in a way that increases corporate value over the mid- to long-term. Sony approaches its corporate governance through two basic precepts:
(a) The Board of Directors, a majority of which is comprised of independent outside Directors, focuses on effective oversight of management's operation of the business, including through the activities of the Nominating, Audit and Compensation Committees, and maintaining a sound and transparent governance framework.
(b) The Board determines the fundamental management policies of the Sony Group and other material matters and delegates to each of the Corporate Executive Officers decision-making authority to conduct the business operations of the Sony Group broadly in line with their respective responsibilities, as defined by the Board, with a view to promoting timely and efficient decision-making within the Sony Group.
In furtherance of these efforts, Sony has adopted the "Company with Three Committees" corporate governance system under the Companies Act of Japan. Under such system, in addition to 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; maintaining what the company believes is an appropriate Board size, which enables the members of the Board to actively contribute to discussion; and advancing the proper functioning of the statutory committees.