SONY

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Corporate
Governance

Management Approach

Materiality Rationale

Historically, Sony Group Corporation has consistently focused on effective group management by evolving its governance while diversifying its businesses, the regions it serves and its capital procurement methods. Sony Group Corporation therefore sees corporate governance as the basis for management that improves corporate value over the mid and long term as highly important, not simply as a response to legal requirements or social trends.
To realize Sony's Purpose and achieve sustainable corporate growth, Sony Group Corporation continuously strives to operate the Sony effectively by maintaining objective, transparent and sound management and realizing timely and efficient decision-making.

Basic Approach

Sony Group Corporation continuously strives to strengthen its corporate governance system based on the understanding that corporate governance is an essential basis to promote our management in order to fulfill the company's corporate social responsibility and increases corporate value over the mid- to long-term. To operate Sony effectively, Sony Group Corporation continues to approach its corporate governance through two basic precepts:

(a) The Board of Directors (the "Board") , a majority of which is comprised of independent outside Directors, focuses on effective oversight of managementʼs operation of the business and maintains a sound and transparent governance framework by utilizing the Nominating Committee, the Audit Committee and the Compensation Committees; and
(b) The Board determines Sony's fundamental management policies and other material matters and delegates to each of the Senior Executives that assume important roles for the management of Sony, including the Corporate Executive Officers, decision-making authority to conduct Sony's business operations broadly in line with their respective responsibilities, as defined with a view to promoting timely and efficient decision-making within Sony.

Structure

In furtherance of these efforts, Sony Group Corporation has adopted a "Company with Three Committees" corporate governance system under the Companies Act of Japan (Kaishaho) and related regulations (collectively the "Companies Act") . Under such system, Sony Group Corporation has introduced its own requirements to help improve and maintain the soundness and transparency of its governance by strengthening the separation of the Directorsʼ 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.

Main Achievements in Fiscal 2020

Here are the main results of fiscal 2020 initiatives:

  • Continuously made periodic reports to the Board on ESG (Environment, Social and Governance) related matters
  • Focused on information security continuously through maintaining and increasing the number of Directors in charge of Information Security
  • Held additional executive sessions
  • Disclosed the table showing experiences and expertise of non-executive Directors, including outside Directors
  • Expanded disclosure regarding compensation of Directors and Senior Executives
  • Continuously conducted visiting audits by Audit Committee members at Sony's business sites

Milestones

  • 1961:
    Issued American Depositary Receipts (ADRs); Started US-GAAP accounting
  • 1970:
    Listed on the New York Stock Exchange and disclosing quarterly earnings release
  • 1971:
    Started appointing independent directors
  • 1997:
    Introduced a new corporate executive officer system
  • 2003:
    Adopted a company with three committees system
  • 2005:
    Majority of the board became independent
  • 2015:
    Split out business units as subsidiaries
  • 2021:
    Launch of Sony Group Corporation

Activity Reports