Relationship with Shareholders and Other Stakeholders
Corporate Governance
- Responsibility to Diverse Stakeholders
- Policy and Status of Dialogue with Shareholders
- Administration of the General Shareholders’ Meeting
- Relationship with Other Stakeholders
- Shareholdings in Other Listed Companies
- Anti-Hostile Takeover Measures
- Policy for Shareholder Returns
- Roles of Corporate Pension Funds as Asset Owners
Responsibility to Diverse Stakeholders
Sony’s core corporate responsibility to society is to strive to enhance its corporate value through innovation and sound business practice. Sony recognizes that its business activities have direct and indirect impacts on the societies in which Sony operates, and therefore sound business practice requires that Sony’s business decisions give due consideration to the interests of Sony’s stakeholders, including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. Sony Group’s officers and employees must endeavor to conduct the business of Sony accordingly.
Policy and Status of Dialogue with Shareholders
Sony Group Corporation’s basic policy for investor relations is to make public disclosures which are timely and fair, accurate and easily understandable, and provide a comprehensive picture, with the goal of maximizing enterprise value of Sony Group Corporation by building a relationship of trust with shareholders and investors. Pursuant to this policy, the Board appoints the CFO as the Corporate Executive Officer in charge of IR activities. Under the CFO’s leadership, the department in charge of IR (the “IR Department”) works to promote constructive dialogue with shareholders and investors. Collection of the information necessary to promote such dialogue is primarily carried out by the IR Department, in cooperation with relevant departments such as corporate planning, finance, accounting and corporate communications, as well as business units.
Status of Dialogue with Shareholders
In the fiscal year ended March 31, 2026, in addition to individual interviews and group meetings conducted by the IR Department, the management team of Sony Group Corporation, including the CEO, CFO and other corporate executives, and the heads of each business segment, communicated with investors at the Corporate Strategy Meeting and Business Presentations, etc., and conducted dialogues in individual interviews and group meetings held after these events with a wide range of institutional investors from both in and outside of Japan, such as portfolio managers, analysts and governance/voting managers of major investment funds. Sony Group Corporation also arranged opportunities for individual dialogues between the former and current Chairpersons of the Board (Outside Directors) and institutional investors, as well as a company providing advisory services to such investors.
The interests of investors at these dialogues covered, in addition to an overview of financial results, the business environment/competitive advantage/potential growth of the entertainment businesses, centered on the G&NS business, as well as the image sensor business. Investors also focused on progress in creating synergies among businesses within the Group, such as utilization of IP in the entertainment businesses, business opportunities and risks resulting from generative AI, the impact on each business from additional U.S. tariffs and supply shortages and price increases for memory semiconductors, initiatives and the outlook for business expansion in the anime field, including progress in strategic partnerships with other companies, Sony’s policy regarding the business portfolio and M&A, its approach to capital allocation including shareholder returns, and environmental and other sustainability initiatives. The interests/opinions of investors obtained through such dialogues are fed back by the IR Department to the Board and management team in a timely manner to enhance Sony’s disclosure and future dialogues. Additionally, in preparation for the partial spin-off of the Financial Services business, Sony conducted individual meetings in which the CEO and CFO of SFGI engaged in discussions with a wide range of institutional investors both inside and outside of Japan regarding the growth strategy of the Financial Services business.
In addition to dialogue with institutional investors, Sony Group Corporation conducted multiple briefings for individual investors by the IR Department, providing opportunities to explain the overview and strategy of each business, as well as Sony’s views on sustainability and shareholder returns, for the purpose of encouraging active dialogue with individual investors.
Sony’s policy is not to disclose insider information when communicating with shareholders and investors. The IR Department reviews information to be disclosed in advance with other relevant departments, such as the Legal Department, and outside experts, as appropriate. In principle, a set of materials related to earnings announcements, materials for investor briefings such as Corporate Strategy Meetings, as well as timely disclosures are disclosed simultaneously in both Japanese and English. For the details of Sony Group Corporation’s “Disclosure Controls and Procedures” and IR activities, please refer to the pages below.
Relationship with Other Stakeholders
As a part of the Sony Group Code of Conduct, the CEO communicates and implements our thoughts and initiatives about Sony Group Corporation’s social responsibility and relationship with stakeholders of Sony. The Board periodically receives a report on the status of the communications and the implementation of the Code of Conduct and reviews such report.
Sony Group Corporation understands that there are various challenges in society, such as fulfilling the Sustainable Development Goals (SDGs) and identifies material challenges highly relevant with Sony’s business operations, such as environmental challenges, diversity, and inclusion, through CSR Materiality Assessment. Sony Group Corporation will aim to engage in CSR activities with an understanding of such material challenges.
- Vision of Founder and Basic Policy for Sustainability Initiatives
- Environmental Management Approach and Organizational Structure
- Diversity
The Board periodically receives reports on the status of addressing such material challenges or the implementation of the Code of Conduct and reviews such reports. The Board also confirms whether the risk management structure would be established properly, and necessary actions would be planned and conducted with a recognition of sustainability as one of Sony’s challenges within the risk management structure.
Shareholdings in Other Listed Companies
Sony Group Corporation and its subsidiaries may acquire and/or hold shares of other listed companies for the purpose of expanding Sony’s business portfolio, promoting certain businesses within Sony, and enhancing Sony’s relationships with the companies whose shares it holds. Sony’s policy regarding shareholdings of listed companies (excluding Sony’s subsidiaries), and its policy for exercising voting rights are as follows:
Policy Regarding Shareholdings of Listed Companies
Shareholding Policy
Sony Group Corporation and its subsidiaries decide whether to acquire or continue to hold shares of listed companies (excluding the acquisition and holding of shares by Sony Group Corporation’s listed subsidiaries, and Sony Group Corporation’s shareholding in its own listed subsidiaries) based on an appropriate examination of each investment, and choose to engage in such shareholding only if it is judged to meet Sony’s business purposes and to have sufficient economic rationale. If it is determined that investments do not meet these criteria, Sony Group Corporation and its subsidiaries will avoid or reduce exposure to such holdings.
Method of Assessing Rationale for Shareholding
In all cases where Sony Group Corporation and its subsidiaries hold shares in listed companies (excluding shares held by Sony Group Corporation’s listed subsidiaries, and Sony Group Corporation’s shareholdings in its own listed subsidiaries) for reasons other than for the sole purpose of investment, Sony Group Corporation carries out a timely review to assess qualitatively the rationale for shareholding, the importance of Sony’s business relationship with each company whose shares it holds (taking into account the progress of, and outlook for, any anticipated business collaboration between Sony and said company), and any anticipated positive impact of such shareholdings on Sony’s business relationship with the company. In addition, Sony Group Corporation also assesses the appropriateness of these shareholdings via a quantitative assessment of expected return on investment and cost of capital. These evaluations are first carried out on the management side, after which the Board, which is responsible for overseeing business operation, carries out its own assessment based on the result of the evaluations by the management side.
Details of the Assessment by the Board of Directors of Whether Individual Shareholdings Are Appropriate
Based on the above policy, Sony Group Corporation plans to carry out an assessment of the rationale for its and its subsidiaries’ shareholdings in listed companies (excluding shares held by Sony Group Corporation’s listed subsidiaries, and Sony’s shareholdings in its own listed subsidiaries) as of March 31, 2026, at a Board meeting to be held in November 2026, using the method described above.
In addition, Sony carried out an assessment of the rationale for the shareholdings that Sony Group Corporation and its subsidiaries held as of March 31, 2025, at a Board meeting held in June 2025. Based on the results of these assessments, Sony will consider reducing its exposure to shareholdings for which it is determined that a reduction should be considered.
Policy for Exercising Voting Rights
Sony Group Corporation believes in the importance of enhancing the corporate value of the listed companies whose shares it holds, and Sony Group Corporation’s own corporate value in turn, through the exercising of its voting rights. Accordingly, Sony aims to exercise its voting rights with the intention of increasing each company’s mid- to long-term corporate value, after conducting comprehensive consideration of both the significance and economic rationale of its shareholdings and reviewing the details of proposals. For example, Sony Group Corporation has established internal rules determining what factors should be taken into account when considering proposals about matters such as the appropriation of retained earnings, the appointment of directors, statutory auditors and accounting auditors, as well as shareholder proposals. Through these rules, Sony Group Corporation makes appropriate decisions regarding how it exercises its voting rights.
Business Relations with Companies who Invest in Sony Group Corporation
Should a company who holds shares of Sony Group Corporation’s stock express the intention to sell such shares, Sony Group Corporation will not attempt to obstruct the sale by threatening to limit business transactions with the company, and will not engage in any transactions that would harm the common interests of the company or its shareholders.
Anti-Hostile Takeover Measures
Sony Group Corporation has not adopted any anti-hostile takeover measures. Sony Group Corporation will fully examine the necessity and rationale with respect to measures that could materially affect the interests of shareholders, such as the adoption of anti-hostile takeover measures, Sony’s response in the event that its shares are subject to a tender offer and the implementation of capital policies resulting in a change in control or a major dilution, with the Board and/or the Audit Committee. Once this examination is complete, Sony will provide sufficient explanation to shareholders.
Roles of Corporate Pension Funds as Asset Owners
Sony Group Corporation owns, as a domestic corporate pension plan, a closed-end defined-benefit corporate pension (the “Pension Plan”). The Pension Plan manages its assets in line with its Basic Pension Plan Management Policy (the “Basic Management Policy”) which was set to secure beneficiaries’ right of benefit and to increase the benefit. In order to realize a prudential and appropriate asset management structure in the Pension Plan, Sony Group Corporation appoints an asset management director of the Pension Plan who should have proper knowledge and skills, based on the nomination by the Senior General Manager of Sony Group Corporation’s Finance Department, and an external advisor to supplement their specialties in asset management. Any decisions on fund management are made by the person who has the ultimate authority in accordance with the Basic Management Policy, after deliberation at the pension committee, which is composed of heads and/or personnel of the HR Department, the Accounting Department and the Finance Department which are related to the management of the Pension Plan, and then, any potential conflict of interests between Sony Group Corporation and the Pension Plan is properly controlled.
In addition, when asset management begins, the asset management guidelines which show matters to be complied with in asset composition, management method, etc., are issued to the managing trustee, and the compliance status pursuant to the guidelines is periodically reviewed and evaluated.