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u 2
 

u Sony has introduced its own system to help
improve the soundness and transparency of its
governance by strengthening the separation of the
Directors' function from that of management and
advancing the proper functioning of the statutory
committees.
u Sony Corporation is governed by its Board of Directors
u The Board has three committees (the Nominating
Committee, Audit Committee and Compensation
Committee), consisting of Directors named by the
Board of Directors. Corporate Executive Officers are
appointed by resolution of the Board of Directors. In
addition to these statutory body and positions, Sony
has Corporate Executives who carry out business
operations within designated areas.
u  



 

u 2





u Determines the fundamental management policies of the Sony

Group.
u Oversees the management of Sony Group's business
operations.
u Appoints and dismisses the statutory committee members.
u Appoints and dismisses Corporate Executive Officers.
u
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Determines the content of proposals regarding the
appointment/dismissal of Directors.
u
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¦onitors the performance of duties by Directors and Corporate
Executive Officers (with respect to structure to ensure the
adequacy of the financial reporting process, to enable
management to ensure the effectiveness of internal control over
financial reporting, to ensure timely and appropriate disclosure
and to ensure compliance with any applicable law, Articles of
Incorporation and internal policies and rules and status of any
other items described in the Internal Control and Governance
Framework determined or reaffirmed by the Board of Directors in
accordance with the Companies Act).
u Oversees and evaluates the work of independent auditor
(including to evaluate the adequacy of its independence and its
qualification, to propose its appointment/dismissal or non-
reappointment, to approve its compensation, to evaluate the
appropriateness of its audit regarding the financial results and
internal control over financial reporting, and to pre-approve its
engagement for any other services than audit services to be
provided).
u
u 




Sets policy on the contents of individual compensation for Directors,
Corporate Executive Officers, Corporate Executives and Group
Executives and determines the amount and content of individual
compensation of Directors and Corporate Executive Officers in
accordance with the policy.
u


  

¦ake decisions regarding the execution of Sony Group business
activities within the scope of the authority delegated to them by the
Board of Directors.
u


  

Carry out business operations within designated areas, including
business units, research and development, and/or headquarters
functions, in accordance with the fundamental policies determined by
the Board of Directors and the Corporate Executive Officers.
u To strengthen its governance structure beyond legal requirements, Sony
Corporation includes several provisions in its Charter of the Board of Directors
to ensure the separation of the Board of Directors from the execution of
business, and to advance the proper functioning of the statutory committees.
The main provisions are as follows:
u separating the roles of the Board chairperson/vice chairperson and
Representative Corporate Executive Officers;
u limiting the number of terms of outside Directors and rotating committee
memberships;
u appointing chairs of statutory committees from the ranks of outside Directors;
u setting forth qualifications for Directors for the purpose of eliminating conflicts of
interest and ensuring independence;
u raising the minimum number of Nominating Committee members (five or more)
and requiring that at least two Directors of the Committee shall be Corporate
Executive Officers;
u suggesting that, as a general rule, at least one Director of the Compensation
Committee shall be a Corporate Executive Officer, while prohibiting the
appointment of the CEO or COO of the Sony Group (or persons at any
equivalent position) to serve on the Committee; and
u discouraging the concurrent appointment of Audit Committee members to other
committees.
u 

 

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u Sony Corporation has an internal audit division,
which coordinates closely with the internal audit
departments of major subsidiaries around the
world to promote Sony Group's internal audit
activities on a global basis. The Sony Corporation
internal audit division makes periodic
presentations and submits monthly reports to the
Audit Committee.
u At a Board meeting held on ¦ay 13, 2009 the
Board of Directors reaffirmed such internal control
and governance framework, as slightly amended,
in effect as of the date of determination and
determined to continue to evaluate and improve
such amended framework going forward, as
appropriate. This determination was required by
and met the requirements of the Companies Act.