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Corporate Governance
Functions of the “Company with
Committees” system
Adoption of the “Company with Committees”
system
In June 2003, Sony adopted the “Company
with Committees” system in accordance with
the Japanese Commercial Code. The result
was the establishment of three statutory
committees, the Nominating Committee, the
Audit Committee and the Compensation
Committee, each consisting of a majority of
outside directors, and the appointment of
Corporate Executive Officers (“Shikko-yaku”).
The Board of Directors and the three statutory
committees determine the fundamental
management policies of the Sony Group and
ensure that the Group is managed appropriately
and compliance with its legal obligations with
the law, thereby enhancing corporate value.
The role of each corporate governance body
The roles of the Board of Directors and its
three statutory committees are as follows.
Board of Directors
(1) Determinates the fundamental management
policies for the Sony Group
(2) Supervises the execution of the Sony
Group’s business operations
(3) Determines the Directors organizing each
committee
(4) Appoints and dismisses Corporate
Executive Officers
Statutory Committees
Nominating Committee: Proposes the nomination
and dismissal of Directors
Audit Committee: Audits the execution of
duties of Directors and Corporate Executive
Officers, determines proposals to nominate
and dismiss the independent auditors
Compensation Committee: Determines the
individual compensation of each Director and
Corporate Executive Officer
Officers with relation to capital expenditure,
equity-based business alliances and other
actions related to the execution of their
respective business operations. Using their
authority and carrying out their responsibilities
within the scope delegated to them by the
Board of Directors, these officers work toward
enhancing the Sony Group’s corporate value.
Executive Officers (“Gyomu shikko-yakuin”):
These officers are delegated responsibility for
carrying out business operations within specific
areas of Sony Corporation, such as its business
units, research activities and head office
functions. They act in accordance with
fundamental policies determined by the Board
of Directors and Corporate Executive Officers.
Structure of New Sony Corporate Governance System
Board of Directors
(1) Determination of fundamental management policies for the Sony Group
(2) Supervision of execution of the Sony Group’s business operations
(3) Determination of Directors organizing each committee
(4) Appointment and dismissal of Corporate Executive Officers
Chairman of the Board: Iwao Nakatani* Vice Chairmen of the Board: Hirobumi Kawano*,
Teruo Masaki
Nominating Committee
Proposes nomination and
dismissal of Directors, etc.
Yotaro Kobayashi*
(Chairman)
Hirobumi Kawano*
Carlos Ghosn*
Nobuyuki Idei
Kunitake Ando
Supervision
Audit Committee
Audits the execution of duties
of Directors and Corporate
Executive Officers, determines
proposals to nominate and
dismiss the independent
auditors, etc.
Yoshiaki Yamauchi*
(Chairman)
Sakie T. Fukushima*
Akihisa Ohnishi
Execution
Composition of each corporate
governance body
At the Ordinary General Meeting of Shareholders
held on June 22, 2004, shareholders elected
16 Directors, including eight outside Directors.
At the subsequent Board of Directors meeting,
members of the three statutory committees
and 15 Corporate Executive Officers, including
the two Representative Corporate Executive
Officers, were determined.
Meetings held
During the fiscal year ended March 31, 2004
(June 20, 2003 through March 31, 2004 for
Statutory Committees), the Board of Directors
met nine times, the Nominating Committee met
four times, the Audit Committee met eight times
and the Compensation Committee met six times.
Compensation Committee
Determines the
compensation of each
Director and Corporate
Executive Officer, etc.
Akishige Okada*
(Chairman)
Yoshihiko Miyauchi*
Teruo Masaki
Corporate Executive Officers
Execute Sony Group business activities within the scope of authority delegated by the Board of Directors
Corporate Executive Officers (“Shikko-yaku”):
The Board of Directors has delegated considerable
authority to the Corporate Executive
*Outside Director
Executive Officers / Group Executive Officers / Employees
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