Charter of the Board of Directors – Sony

(1)

The purpose of the Board of Directors shall be to enhance the corporate value
of Sony Group.

(2)

The Board of Directors shall perform the following duties in furtherance of
the purpose set forth in the preceding paragraph:



Determine the fundamental management policies of the Sony Group and other
matters to be approved by the Board of Directors pursuant to applicable law,
regulation, the Articles of Incorporation and this Charter.

154

Oversee the performance of the duties of Directors and Corporate Executive
Officers and the performance of Sony Group153s business operations.

(1)

All Directors shall satisfy all of the following qualifications:

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Shall not be a director, a statutory auditor, a corporate executive officer,
a general manager or other employees of any company in competition with Sony
Group in any of Sony Group153s principal businesses (hereinafter referred to as
“Competing Company”) or own three percent (3%) or more of the shares of any
Competing Company.

154

Shall not be or have been a representative partner or partner of any
independent auditor of Sony Group during the past three (3) years before being
nominated as a Director.

198′

Shall not have any connection with any matter that may cause a material
conflict of interest in performing the duties of a Director.

(2)

Directors who are Corporate Executive Officers shall also satisfy the
following qualification:
Shall, in their roles as Corporate Executive Officers, be those responsible for
determining the fundamental policies and strategies regarding the management and
governance of Sony Group.

(3)

Directors who will be deemed “Outside Directors” by the Corporation shall
also satisfy all of the following qualifications:



Shall not have received directly from Sony Group, during any consecutive
twelve-month (12 month) period within the last three (3) years, more than an
amount equivalent to one hundred thousand United States dollar (US$120,000),
other than director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not contingent in
any way on continued service).

154

Shall not be a director, a statutory auditor, a corporate executive officer,
a general manager or other employees of any company whose aggregate amount of
transactions with Sony Group, in any of the last three (3) fiscal years, exceeds
the greater of an amount equivalent to one million United States dollar
(US$1,000,000), or two percent (2%) of the annual consolidated sales of such
company.

198′

Shall not be, or shall not have been, a director engaged in the business
operation, a corporate executive officer, an accounting counselor, a general
manager or other employees of the Corporation or its subsidiaries.

(1)

The Chairman of the Board of Directors (hereinafter referred to as the
“Chairman of the Board”) shall be appointed by a resolution of the Board of
Directors from among the Directors who are not Representative Corporate
Executive Officers.

(2)

The Chairman of the Board shall convene meetings of the Board of Directors,
determine the agenda of such meetings, and perform such acts as provided in this
Charter.

(3)

When the Chairman of the Board is unable to act, another Director, who shall
be designated in accordance with an order of priority previously determined by a
resolution of the Board of Directors, shall act as the Chairman of the Board.

(4)

The Board of Directors may appoint one (1) or more vice chairmen of the Board
of Directors (hereinafter referred to as the “Vice Chairmen of the Board”) from
among the Directors who are not Representative Corporate Executive Officers.
Vice Chairmen of the Board shall assist the Chairman of the Board.

(5)

The Chairman of the Board and Vice Chairmen of the Board may attend meetings
of the committees set out in Article 14, Paragraph 1 (hereinafter each referred
to as a “Committee” and collectively as the “Committees”) as an observer. The
Chairman of the Board and Vice Chairmen of the Board shall not have a right to
vote at such Committees, unless they are members thereof.

(6)

The Chairman of the Board and Vice Chairmen of the Board may invite any
person, as deemed necessary, to attend meetings of the Board of Directors and to
report or express his or her opinion.

(1)

Meetings of the Board of Directors shall be held at least once every three
(3) months and at least six (6) times per year and additionally when necessary.

(2)

The Board of Directors shall set its annual meeting schedule, activity plan
and budget plan.

(1)

Meetings of the Board of Directors, as provided in Article 6, Paragraph 2,
shall, as a general rule, be convened by the Chairman of the Board.

(2)

If a Committee deems it necessary by adopting a resolution of such Committee
to convene a meeting of the Board of Directors, the Chairman of the Committee
shall upon appointment by the relevant Committee request the Chairman of the
Board to convene a meeting of the Board of Directors pursuant to Paragraph 4 of
this Article, and the Chairman of the Board shall convene a meeting of the Board
of Directors. The Chairman of the Committee may convene a meeting of the Board
of Directors in accordance with Paragraph 3 of this Article if the Chairman of
the Board does not convene the meeting despite such request; provided, however,
that such convocation shall be made in writing with the agenda to be submitted
to the meeting of the Board of Directors.

(3)

To convene a meeting of the Board of Directors, the Chairman of the Board
shall send a notice of the meeting setting out the date and location of the
meeting (with an agenda and back-up materials, as appropriate, at his/her
discretion) to each Director at least five (5) days prior to the date set for
the meeting (such notice may be sent by electronic means such as e-mails with
the consent of the relevant Director(s)). In the case of urgency, such notice
period may be shortened. Meetings may be convened without following these
convocation procedures with the consent of all Directors.

(4)

If a Director (other than the Chairman of the Board) and/or a Corporate
Executive Officer wishes to convene a meeting of the Board of Directors, such
Director or Corporate Executive Officer must submit an agenda in writing (with
back-up materials, as appropriate) to the Chairman of the Board and request the
Chairman of the Board to convene a meeting of the Board of Directors. With the
approval of the Chairman of the Board, the agenda and appropriate back-up
materials may be submitted to him/her by electronic means such as e-mails.

(5)

In the event a request for a meeting referred to in the preceding paragraph
is made, and if, within five (5) days of such request, a notice of convocation
of a meeting within two (2) weeks of the date of the request is not issued, the
Director or Corporate Executive Officer who made the request may convene a
meeting of the Board of Directors in accordance with Paragraph 3 of this
Article, provided, however, that such convocation shall be made in writing with
the agenda to be submitted to the meeting of the Board of Directors.

(1)

Unless otherwise provided by law, regulation or the Articles of
Incorporation, the agenda of the Board of Directors shall be determined by the
Chairman of the Board, in accordance with proposals made by Directors and
Corporate Executive Officers, or upon his/her own decision as the Chairman of
the Board.

(2)

The Director or Corporate Executive Officer who made a proposal under the
preceding paragraph to the Chairman of the Board may request the Chairman of the
Board to withdraw such submission.

(1)

A quorum of a meeting of the Board of Directors shall be a majority of all
Directors who may participate in a resolution, and a resolution of the Board of
Directors shall be decided by a majority of the Directors present.

(2)

No Director who has a conflict of interest with respect to an agenda item
shall participate in any consideration or decision of such agenda item.

(3)

Notwithstanding Paragraph 1 of this Article, in the event a Director makes a
proposal of a matter to be resolved by the Board of Directors and then all of
the Directors who may participate in the decision of such proposal unanimously
consent to such proposal in writing or electronically, the Board of Directors
shall be deemed to have approved such proposal.

(1)

The matters requiring decision by the Board of Directors are those set forth
in Appendix 1 of this Charter and such other matters as provided by law,
regulation or the Articles of Incorporation.

(2)

Determination of matters not included in the preceding paragraph shall be
delegated to Corporate Executive Officers, subject to a resolution of the Board
of Directors.

(1)

Matters to be reported to the Board of Directors are those set forth in
Appendix 2 of this Charter and such other matters as provided by law, regulation
or the Articles of Incorporation.

(2)

Notwithstanding Paragraph 1 of this Article, in the event a Corporate
Executive Officer or a Director provides to all Directors the required report in
writing or electronically, a formal report at the Board of Directors meeting may
be omitted, provided, however, that in no event, may a report required under
Article 20, Paragraph 4, be omitted in this manner.

(1)

With respect to proceedings at meetings of the Board of Directors, minutes
shall be prepared in writing or electronically and kept at the head office of
the Corporation for at least ten (10) years from the date of the meeting.

(2)

A summary of all proceedings at meetings of the Board of Directors, the
results of such proceedings, and any other matters as provided by law or
regulation shall be recorded in the minutes, and the Directors present shall
affix their names and seals thereon or put their electronic signatures thereon.
Notwithstanding the above, for the minutes that record matters deemed to have
been approved by the Board of Directors pursuant to Article 10, Paragraph 3 and
the minutes that record matters omitted to be reported to the Board of Directors
pursuant to Article 12, Paragraph 2, the minutes shall be prepared in writing or
electronically, but no Directors are required to affix their names and seals
thereon or put their electronic signatures thereon.

(3)

Unless otherwise provided by law or regulation, any person wishing to examine
or copy the minutes of the Board of Directors shall seek approval of the
Chairman of the Board or a Vice Chairman of the Board, except that Directors
need no such approval. The Chairman of the Board and the Vice Chairman of the
Board may delegate such approval authority to the administrative office of the
Board of Directors.

(1)

The Corporation has a Nominating Committee, Audit Committee and Compensation
Committee. The matters related to each Committee, unless otherwise provided in
this Charter, shall be set forth in the Charter of each Committee as determined
by the Board of Directors (hereinafter referred to as the “Charter of the
Committee”).

(2)

The Board of Directors shall appoint and remove members of each Committee and
a Chairman of each Committee, pursuant to law, regulation, the Articles of
Incorporation and this Charter.

(3)

Any Director may examine and make copies of minutes of a Committee meeting.

(4)

Unless otherwise provided by law or regulation, any person wishing to examine
or copy the minutes of a Committee shall seek approval from the Chairman of such
Committee, except that Directors need no such approval. The Chairman of each
Committee may delegate such approval authority to the administrative office of
such Committee.

(1)

The Audit Committee shall consist of at least three (3) Directors, the
majority of whom shall be Outside Directors, and subject also to Paragraph 2,
below. In determining whether to appoint or remove an Audit Committee Member,
continuity of the Audit Committee shall be duly taken into account.

(2)

Each member of the Audit Committee (hereinafter referred to as an “Audit
Committee Member”) shall satisfy all of the following qualifications:

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Shall not be a director engaged in the business operation, a corporate
executive officer, an accounting counselor, a general manager or other employees
of the Corporation or its subsidiaries.

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Shall meet the independence requirements or such other equivalent
requirements of the U.S. securities laws and regulations as may from time to
time be applicable to the Corporation.

Moreover, at least one (1) Audit Committee Member shall meet the audit
committee financial expert requirements or such other equivalent requirements of
the U.S. securities laws and regulations as may from time to time be applicable
to the Corporation. The Board of Directors shall make a determination on whether
or not such Audit Committee Members meet these requirements.

(3)

No Audit Committee Member shall become, as a general rule, a member of the
Nominating Committee or the Compensation Committee.

(1)

A Chairman of each Committee shall be appointed from among the members of
such Committee by a resolution of the Board of Directors and shall be an Outside
Director.

(2)

The Chairman of each Committee shall convene meetings of the Committee, set
the agenda of the Committee, and perform the acts provided in this Charter or
the Charter of the Committee.

(3)

When a Chairman of a Committee is unable to act, another Director of such
Committee shall act as Chairman of the Committee, upon an order of priority
previously determined by a resolution of the Board of Directors.

(1)

The Board of Directors shall appoint Corporate Executive Officers; it shall
additionally appoint Representative Corporate Executive Officers from among the
Corporate Executive Officers, and as a general rule from among those Corporate
Executive Officers who are Directors.

(2)

The Board of Directors may remove Corporate Executive Officers and
Representative Corporate Executive Officers from such positions at any time.

(3)

The Board of Directors shall determine the relationship among Corporate
Executive Officers, including but not limited to the assignment of their duties
and the supervising and directing relationships among them.

(4)

Each Corporate Executive Officer (by himself/herself or through proxy who is
another Corporate Executive Officer) shall report to the Board of Directors the
status of the performance of their duties at least once each three (3) months
directly or through other Corporate Executive Officers.

(5)

The Board of Directors may require Corporate Executive Officers to attend
meetings of the Board of Directors and to address such matters as may be
requested by the Board of Directors.

(1)

The Board of Directors shall have an administrative office to administer the
business of the Board of Directors.

(2)

Administrative offices of the Nominating Committee, Compensation Committee
and Audit Committee shall be established in the administrative office of the
Board of Directors.

Amended:

June 22, 2004
(*Amendment to Appendix 1 to be effective on July 1, 2004)
June 22, 2005
October 26, 2005
June 22, 2006
June 20, 2008
June 18, 2010

1.

General meetings of shareholders

Determination of the convocation of a general meeting of shareholders and the
contents of the agenda to be submitted to the meeting (excluding the agenda
items regarding the determination of Director candidates and the appointment,
removal and non-reappointment of independent auditors, as such matters are
determined by the Nominating Committee and Audit Committee, respectively)

2.

Shares and reorganization of the Corporation

2.1

Listing of shares on stock exchanges and delisting of such shares

2.2

Transfer or assignment of all or a substantial part of the business, lease of
all the business, and delegation of authority to management, of the Corporation;
entering into, terminating, and amending agreements with any other companies
regarding the distribution of all profits and losses of the Corporation , or a
takeover of all of the business of another company by the Corporation (excluding
simplified takeovers as defined under the Companies Act)

2.3

Determination of the content of proposals to be presented to a general
meetings of shareholders for a share exchange, share transfer, corporate split,
merger or any other reorganization of the Corporation (excluding simplified
share exchanges, corporate splits and mergers as defined under the Companies
Act)

2.4

Issuance of shares or stock acquisition rights or sale of repurchased shares
constituting not less than 5% of the total issued shares

2.5

Issuance of shares or stock acquisition rights or sale of repurchased shares
at a specially favorable price or condition

2.6

Determination of purchase by the Corporation of its own shares

2.7

Determination to implement stock price-based compensation of Sony Group

3.

Settlement of accounts, financial statements and dividends

3.1

Approval of non-consolidated financial statements and appended schedules and
consolidated financial statements

3.2

Approval of business reports and appended schedules filed under the Companies
Act

3.3

Determination of dividends and interim dividends and, if paid, the amount and
date of payment

4.

Board of Directors, Committees and Directors

4.1

Adoption, abolition and modification of the Charters of the Board of
Directors, Nominating Committee, Audit Committee, Compensation Committee or any
other committee established by the Board

4.2

Determination of the Chairman of the Board and any Vice Chairmen of the
Board; determination of the order of substitution for the Chairman of the Board

4.3

Appointment and removal of members of each Committee

4.4

Appointment of a Chairman of each Committee; determination of the order of
substitution for the Chairmen of Committees

4.5

Determination of any reduction in liability of Directors to the Corporation
pursuant to the Articles of Incorporation

4.6

Determination of the contents of limitation of liability agreements with
Outside Directors

4.7

Approval of competitive transactions engaged in by Directors or transactions
entered into by Directors with Sony Group on their own behalf

4.8

Approval of a Director who is a director, corporate executive officer,
statutory auditor, employee or holds any position in a company or a party, which
may result in the Director engaging in competitive transactions or transactions
on his or her own behalf

4.9

Determination of matters to be reported to the Board of Directors from
Committees, Corporate Executive Officers and employees

4.10

Determination whether or not an Audit Committee Member is an “Audit Committee
Financial Expert”

4.11

Determination of matters necessary for the Audit Committee to execute its
duties including:

4.11.1

Matters regarding employees who support the execution of the duties of the
Audit Committee

4.11.2

Matters regarding the independence of employees who support the Audit
Committee in the execution of its duties, from Corporate Executive Officers

4.11.3

Matters regarding the system of reporting to the Audit Committee by Corporate
Executive Officers or employees and other matters regarding reporting to the
Audit Committee

4.11.4

Other systems to ensure effective oversight by the Audit Committee

4.12

Adoption, modification or abolition of administrative regulations concerning
the Directors

4.13

Determination of matters regarding the independence of the manager of the
administrative office of the Board of Directors from Corporate Executive
Officers

4.14

Determination of the contents of directors153 and officers153 liability insurance
and amendments thereof

5.

Corporate Executive Officers and Other Senior Management

5.1

Appointment and removal of Corporate Executive Officers

5.2

Appointment and removal of Representative Corporate Executive Officers

5.3

Determination of matters regarding the relationship among Corporate Executive
Officers, including but not limited to their duties and the supervising and
directing relationship among them

5.3.1

Assignment of the duties and powers of Corporate Executive Officers

5.3.2

Relationship among Corporate Executive Officers

5.3.3

Establishment of the Group Executive Committee, determination of members,
function, and issues that must be discussed

5.4

Approval of Corporate Executive Officers engaging in competitive transactions
or transactions on their own behalf

5.5

Approval of a Corporate Executive Officer who is a director, corporate
executive officer, statutory auditor, employee or holds any other position in a
company or party which may result in the Corporate Executive Officer engaging in
competitive transactions or transactions with Sony Group on his or her own
behalf

5.6

Determination of any reduction in liability of Corporate Executive Officers
to the Corporation pursuant to the Articles of Incorporation

5.7

Adoption, modification or abolishment of administrative regulations
concerning the Corporate Executive Officers and senior management of Sony Group

6.

Fundamental management policies of Sony Group

6.1

Structure of internal governance of Sony Group

6.1.1

Approval of fundamental matters related to the internal corporate governance
of Sony Group and the Corporation

6.1.1.1

Sony Group Code of Conduct

6.1.1.2

Matters related to improvement of governance-related structures of Sony Group
and the Corporation

6.1.1.3

Systems to ensure Corporate Executive Officers153 compliance with law,
regulation and Articles of Incorporation and systems to ensure the adequacy of
the business of Sony Group

6.1.1.3.1

Systems to ensure the Corporate Executive Officers153 and employees153 compliance
with law, regulation and Articles of Incorporation

6.1.1.3.2

Systems regarding the retention/management of information relating to duties
of the Corporate Executive Officers

6.1.1.3.3

Systems regarding rules and other structures of risk management

6.1.1.3.4

Systems to ensure the Corporate Executive Officers153 efficient execution of
their duties

6.1.1.3.5

Systems to ensure the adequacy of the business of Sony Group

6.1.1.4

Global Policy on Insider Trading Prevention and Regulations for Prevention of
Insider Trading

6.1.1.5

Any other matters related to the fundamentals of internal corporate
governance

6.2.

Approval of mid-term plan (consolidated/segments)

6.2.1

Mid/long-term management policies

6.2.2

Mid/long-term material commitments

6.3

Approval of annual business plan (consolidated/segments)

6.3.1

Annual management policies and prioritized measures (consolidated/segments)

6.3.2

Key performance indicators (KPI)

6.3.2.1

Sales, profits and cash flow

6.3.2.2

Capital expenditures, investments, cost and inventories

6.4

Approval of substantial changes to the annual business plan

6.5

Approval of material matters, including transfers or takeovers of material
assets and loans or credit enhancement of large amounts

6.6

Determination and amendment of other fundamental management policies of Sony
Group (including fundamental management policies of the Corporation)

7.

Others

7.1

Determination of persons to represent the Corporation in the event of
litigation between the Corporation and the Director who is an Audit Committee
Member

7.2

Determination of the content of remedial measures or any other actions by the
Board of Directors regarding matters reported to the Board of Directors by
Committees, Corporate Executive Officers or any other employees that require
such remedial measures or any other actions by the Board of Directors

7.3

Any other matters required to be approved by the Board of Directors by
applicable law, regulation or the Articles of Incorporation.

1.

Matters regarding the performance of duties of Corporate Executive Officers

1.1

Report of consolidated results

1.1.1

Quarterly results and annual forecasts

1.1.2

Material discrepancies between planned and actual performance

1.2

Matters that materially affect the Sony Group

1.2.1

Matters that may materially injure Sony brand

1.2.2

Matters that may materially affect the interests of shareholders and other
stakeholders

1.2.3

Matters related to investigations and litigation regarding material
violations of antitrust laws, securities laws and other laws

1.2.4

Establishment and amendment of the material management structure of Sony
Group

1.2.5

Material amendments to accounting policies and principles of the Sony Group

1.2.6

Any other matters that may materially affect the Sony Group

2.

IR and Disclosure

2.1

Release of results and forecasts

2.2

Contents of the Annual Report to shareholders, Japanese annual report
(Yukashoken Houkokusyo) and quarterly report (Shihanki
Houkokusyo) under the Financial Instruments and Exchange Act of Japan,
Form-20F filing with the U.S. Securities and Exchange Commission, and any other
equivalent material disclosure of company information

3.

Matters to be reported by the Nominating Committee

3.1

Content of the deliberations of the Nominating Committee and the results
thereof

4.

Matters to be reported by the Compensation Committee

4.1

Content of the deliberations of the Compensation Committee and the results
thereof

5.

Matters to be reported by the Audit Committee and Audit Committee Members

5.1

Content of the deliberations of the Audit Committee and the results thereof

5.2

If defects, as defined in Article 416, Paragraph 1-1 of the Companies Act,
arise regarding matters necessary for the Audit Committee to perform its duties,
subject to the Companies Act, the content of such defects

5.3

Any violation or suspected violation of any applicable law, regulation or the
Articles of Incorporation by a Director or Corporate Executive Officer

6.

Other matters required to be reported to the Board of Directors by applicable
law or regulation

7.

Other matters that Directors or Corporate Executive Officers deem necessary
to report to the Board of Directors

1.

Minutes of the Nominating Committee

2.

Minutes of the Audit Committee

3.

Minutes of the Compensation Committee

4.

Monthly consolidated financial results

5.

Other materials requested by the Directors