\nArticle 1.<\/strong><\/td>\n| <\/td>\n | Purpose of Charter<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The purpose of this Charter of the Board of Directors of Sony Corporation
\n(hereinafter referred to as the “Corporation”) is to set forth the basic
\ngovernance principles of the Board of Directors of the Corporation (hereinafter
\nreferred to as the “Board of Directors”) and its committees, subject to
\napplicable law, regulation and the Articles of Incorporation. The Board of
\nDirectors and such committees shall follow this Charter, as well as applicable
\nlaw, regulation and the Articles of Incorporation, while adhering to high
\nethical standards.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 2.<\/strong><\/td>\n| <\/td>\n | Purpose and Duties of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The purpose of the Board of Directors shall be to enhance the corporate value
\nof Sony Group.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall perform the following duties in furtherance of
\nthe purpose set forth in the preceding paragraph:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n \u0081<\/p>\n<\/td>\n | <\/td>\n | \n Determine the fundamental management policies of the Sony Group and other
\nmatters to be approved by the Board of Directors pursuant to applicable law,
\nregulation, the Articles of Incorporation and this Charter.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 154<\/p>\n<\/td>\n | <\/td>\n | \n Oversee the performance of the duties of Directors and Corporate Executive
\nOfficers and the performance of Sony Group153s business operations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 3.<\/strong><\/td>\n| <\/td>\n | Constitution of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Board of Directors shall consist of not fewer than ten (10) Directors and
\nnot more than twenty (20) Directors.<\/p>\n 2<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 4.<\/strong><\/td>\n| <\/td>\n | Director Qualifications<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n All Directors shall satisfy all of the following qualifications:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n \u0081<\/p>\n<\/td>\n | <\/td>\n | \n Shall not be a director, a statutory auditor, a corporate executive officer,
\na general manager or other employees of any company in competition with Sony
\nGroup in any of Sony Group153s principal businesses (hereinafter referred to as
\n“Competing Company”) or own three percent (3%) or more of the shares of any
\nCompeting Company.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 154<\/p>\n<\/td>\n | <\/td>\n | \n Shall not be or have been a representative partner or partner of any
\nindependent auditor of Sony Group during the past three (3) years before being
\nnominated as a Director.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 198′<\/p>\n<\/td>\n | <\/td>\n | \n Shall not have any connection with any matter that may cause a material
\nconflict of interest in performing the duties of a Director.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Directors who are Corporate Executive Officers shall also satisfy the
\nfollowing qualification:
\nShall, in their roles as Corporate Executive Officers, be those responsible for
\ndetermining the fundamental policies and strategies regarding the management and
\ngovernance of Sony Group.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n Directors who will be deemed “Outside Directors” by the Corporation shall
\nalso satisfy all of the following qualifications:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n \u0081<\/p>\n<\/td>\n | <\/td>\n | \n Shall not have received directly from Sony Group, during any consecutive
\ntwelve-month (12 month) period within the last three (3) years, more than an
\namount equivalent to one hundred thousand United States dollar (US$120,000),
\nother than director and committee fees and pension or other forms of deferred
\ncompensation for prior service (provided such compensation is not contingent in
\nany way on continued service).<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 154<\/p>\n<\/td>\n | <\/td>\n | \n Shall not be a director, a statutory auditor, a corporate executive officer,
\na general manager or other employees of any company whose aggregate amount of
\ntransactions with Sony Group, in any of the last three (3) fiscal years, exceeds
\nthe greater of an amount equivalent to one million United States dollar
\n(US$1,000,000), or two percent (2%) of the annual consolidated sales of such
\ncompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | \n 198′<\/p>\n<\/td>\n | <\/td>\n | \n Shall not be, or shall not have been, a director engaged in the business
\noperation, a corporate executive officer, an accounting counselor, a general
\nmanager or other employees of the Corporation or its subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 5.<\/strong><\/td>\n| <\/td>\n | Re-election of Outside Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Each Outside Director may, by resolution of the Nominating Committee, be
\nnominated as a Director candidate for re-election five (5) times, and thereafter
\nby resolution of the Nominating Committee and by consent of all of the
\nDirectors; provided, however, that in no event may any Outside Director be
\nre-elected more than eight (8) times.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 6.<\/strong><\/td>\n| <\/td>\n | Chairman of the Board and Vice Chairmen of the Board<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The Chairman of the Board of Directors (hereinafter referred to as the
\n“Chairman of the Board”) shall be appointed by a resolution of the Board of
\nDirectors from among the Directors who are not Representative Corporate
\nExecutive Officers.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Chairman of the Board shall convene meetings of the Board of Directors,
\ndetermine the agenda of such meetings, and perform such acts as provided in this
\nCharter.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n When the Chairman of the Board is unable to act, another Director, who shall
\nbe designated in accordance with an order of priority previously determined by a
\nresolution of the Board of Directors, shall act as the Chairman of the Board.\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors may appoint one (1) or more vice chairmen of the Board
\nof Directors (hereinafter referred to as the “Vice Chairmen of the Board”) from
\namong the Directors who are not Representative Corporate Executive Officers.
\nVice Chairmen of the Board shall assist the Chairman of the Board.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n The Chairman of the Board and Vice Chairmen of the Board may attend meetings
\nof the committees set out in Article 14, Paragraph 1 (hereinafter each referred
\nto as a “Committee” and collectively as the “Committees”) as an observer. The
\nChairman of the Board and Vice Chairmen of the Board shall not have a right to
\nvote at such Committees, unless they are members thereof.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n The Chairman of the Board and Vice Chairmen of the Board may invite any
\nperson, as deemed necessary, to attend meetings of the Board of Directors and to
\nreport or express his or her opinion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 7.<\/strong><\/td>\n| <\/td>\n | Meetings of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n Meetings of the Board of Directors shall be held at least once every three
\n(3) months and at least six (6) times per year and additionally when necessary.\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall set its annual meeting schedule, activity plan
\nand budget plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 8.<\/strong><\/td>\n| <\/td>\n | Convocation of Meetings of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n Meetings of the Board of Directors, as provided in Article 6, Paragraph 2,
\nshall, as a general rule, be convened by the Chairman of the Board.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n If a Committee deems it necessary by adopting a resolution of such Committee
\nto convene a meeting of the Board of Directors, the Chairman of the Committee
\nshall upon appointment by the relevant Committee request the Chairman of the
\nBoard to convene a meeting of the Board of Directors pursuant to Paragraph 4 of
\nthis Article, and the Chairman of the Board shall convene a meeting of the Board
\nof Directors. The Chairman of the Committee may convene a meeting of the Board
\nof Directors in accordance with Paragraph 3 of this Article if the Chairman of
\nthe Board does not convene the meeting despite such request; provided, however,
\nthat such convocation shall be made in writing with the agenda to be submitted
\nto the meeting of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n To convene a meeting of the Board of Directors, the Chairman of the Board
\nshall send a notice of the meeting setting out the date and location of the
\nmeeting (with an agenda and back-up materials, as appropriate, at his\/her
\ndiscretion) to each Director at least five (5) days prior to the date set for
\nthe meeting (such notice may be sent by electronic means such as e-mails with
\nthe consent of the relevant Director(s)). In the case of urgency, such notice
\nperiod may be shortened. Meetings may be convened without following these
\nconvocation procedures with the consent of all Directors.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n If a Director (other than the Chairman of the Board) and\/or a Corporate
\nExecutive Officer wishes to convene a meeting of the Board of Directors, such
\nDirector or Corporate Executive Officer must submit an agenda in writing (with
\nback-up materials, as appropriate) to the Chairman of the Board and request the
\nChairman of the Board to convene a meeting of the Board of Directors. With the
\napproval of the Chairman of the Board, the agenda and appropriate back-up
\nmaterials may be submitted to him\/her by electronic means such as e-mails.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n
\n<\/p>\n\n\n\n| \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n In the event a request for a meeting referred to in the preceding paragraph
\nis made, and if, within five (5) days of such request, a notice of convocation
\nof a meeting within two (2) weeks of the date of the request is not issued, the
\nDirector or Corporate Executive Officer who made the request may convene a
\nmeeting of the Board of Directors in accordance with Paragraph 3 of this
\nArticle, provided, however, that such convocation shall be made in writing with
\nthe agenda to be submitted to the meeting of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 9.<\/strong><\/td>\n| <\/td>\n | Agenda of the Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n Unless otherwise provided by law, regulation or the Articles of
\nIncorporation, the agenda of the Board of Directors shall be determined by the
\nChairman of the Board, in accordance with proposals made by Directors and
\nCorporate Executive Officers, or upon his\/her own decision as the Chairman of
\nthe Board.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Director or Corporate Executive Officer who made a proposal under the
\npreceding paragraph to the Chairman of the Board may request the Chairman of the
\nBoard to withdraw such submission.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 10.<\/strong><\/td>\n| <\/td>\n | Quorum and Resolutions of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n A quorum of a meeting of the Board of Directors shall be a majority of all
\nDirectors who may participate in a resolution, and a resolution of the Board of
\nDirectors shall be decided by a majority of the Directors present.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n No Director who has a conflict of interest with respect to an agenda item
\nshall participate in any consideration or decision of such agenda item.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n Notwithstanding Paragraph 1 of this Article, in the event a Director makes a
\nproposal of a matter to be resolved by the Board of Directors and then all of
\nthe Directors who may participate in the decision of such proposal unanimously
\nconsent to such proposal in writing or electronically, the Board of Directors
\nshall be deemed to have approved such proposal.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 11.<\/strong><\/td>\n| <\/td>\n | Matters to be Decided by Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The matters requiring decision by the Board of Directors are those set forth
\nin Appendix 1 of this Charter and such other matters as provided by law,
\nregulation or the Articles of Incorporation.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Determination of matters not included in the preceding paragraph shall be
\ndelegated to Corporate Executive Officers, subject to a resolution of the Board
\nof Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 12.<\/strong><\/td>\n| <\/td>\n | Matters to be reported to Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n Matters to be reported to the Board of Directors are those set forth in
\nAppendix 2 of this Charter and such other matters as provided by law, regulation
\nor the Articles of Incorporation.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Notwithstanding Paragraph 1 of this Article, in the event a Corporate
\nExecutive Officer or a Director provides to all Directors the required report in
\nwriting or electronically, a formal report at the Board of Directors meeting may
\nbe omitted, provided, however, that in no event, may a report required under
\nArticle 20, Paragraph 4, be omitted in this manner.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 13.<\/strong><\/td>\n| <\/td>\n | Minutes of Board of Directors<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n With respect to proceedings at meetings of the Board of Directors, minutes
\nshall be prepared in writing or electronically and kept at the head office of
\nthe Corporation for at least ten (10) years from the date of the meeting.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n A summary of all proceedings at meetings of the Board of Directors, the
\nresults of such proceedings, and any other matters as provided by law or
\nregulation shall be recorded in the minutes, and the Directors present shall
\naffix their names and seals thereon or put their electronic signatures thereon.
\nNotwithstanding the above, for the minutes that record matters deemed to have
\nbeen approved by the Board of Directors pursuant to Article 10, Paragraph 3 and
\nthe minutes that record matters omitted to be reported to the Board of Directors
\npursuant to Article 12, Paragraph 2, the minutes shall be prepared in writing or
\nelectronically, but no Directors are required to affix their names and seals
\nthereon or put their electronic signatures thereon.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n Unless otherwise provided by law or regulation, any person wishing to examine
\nor copy the minutes of the Board of Directors shall seek approval of the
\nChairman of the Board or a Vice Chairman of the Board, except that Directors
\nneed no such approval. The Chairman of the Board and the Vice Chairman of the
\nBoard may delegate such approval authority to the administrative office of the
\nBoard of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 7<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 14.<\/strong><\/td>\n| <\/td>\n | Committees<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The Corporation has a Nominating Committee, Audit Committee and Compensation
\nCommittee. The matters related to each Committee, unless otherwise provided in
\nthis Charter, shall be set forth in the Charter of each Committee as determined
\nby the Board of Directors (hereinafter referred to as the “Charter of the
\nCommittee”).<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall appoint and remove members of each Committee and
\na Chairman of each Committee, pursuant to law, regulation, the Articles of
\nIncorporation and this Charter.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n Any Director may examine and make copies of minutes of a Committee meeting.\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n Unless otherwise provided by law or regulation, any person wishing to examine
\nor copy the minutes of a Committee shall seek approval from the Chairman of such
\nCommittee, except that Directors need no such approval. The Chairman of each
\nCommittee may delegate such approval authority to the administrative office of
\nsuch Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 15.<\/strong><\/td>\n| <\/td>\n | Constitution of Nominating Committee<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Nominating Committee shall consist of at least five (5) Directors, the
\nmajority of whom shall be Outside Directors. At least two (2) Directors of the
\nNominating Committee shall be Corporate Executive Officers. In determining
\nwhether to appoint or remove a Nominating Committee Member, continuity of the
\nNominating Committee shall be duly taken into account.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 16.<\/strong><\/td>\n| <\/td>\n | Constitution of Audit Committee<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The Audit Committee shall consist of at least three (3) Directors, the
\nmajority of whom shall be Outside Directors, and subject also to Paragraph 2,
\nbelow. In determining whether to appoint or remove an Audit Committee Member,
\ncontinuity of the Audit Committee shall be duly taken into account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 8<\/p>\n
\n<\/p>\n\n\n\n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Each member of the Audit Committee (hereinafter referred to as an “Audit
\nCommittee Member”) shall satisfy all of the following qualifications:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n \u0081<\/p>\n<\/td>\n | <\/td>\n | \n Shall not be a director engaged in the business operation, a corporate
\nexecutive officer, an accounting counselor, a general manager or other employees
\nof the Corporation or its subsidiaries.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 154<\/p>\n<\/td>\n | <\/td>\n | \n Shall meet the independence requirements or such other equivalent
\nrequirements of the U.S. securities laws and regulations as may from time to
\ntime be applicable to the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | \n Moreover, at least one (1) Audit Committee Member shall meet the audit
\ncommittee financial expert requirements or such other equivalent requirements of
\nthe U.S. securities laws and regulations as may from time to time be applicable
\nto the Corporation. The Board of Directors shall make a determination on whether
\nor not such Audit Committee Members meet these requirements.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n No Audit Committee Member shall become, as a general rule, a member of the
\nNominating Committee or the Compensation Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 17.<\/strong><\/td>\n| <\/td>\n | Constitution of Compensation Committee<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Compensation Committee shall consist of at least three (3) Directors, the
\nmajority of whom shall be Outside Directors and, as a general rule, at least one
\n(1) Director of the Compensation Committee shall be a Corporate Executive
\nOfficer; provided, however, that a Director who is a CEO (Chief Executive
\nOfficer) or a COO (Chief Operating Officer) of Sony Group or at any equivalent
\nposition shall not be a member of the Compensation Committee (hereinafter
\nreferred to as a “Compensation Committee Member”). In determining whether to
\nappoint or remove a Compensation Committee Member, continuity of the
\nCompensation Committee shall be duly taken into account.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 18.<\/strong><\/td>\n| <\/td>\n | Chairmen of Committees<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n A Chairman of each Committee shall be appointed from among the members of
\nsuch Committee by a resolution of the Board of Directors and shall be an Outside
\nDirector.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Chairman of each Committee shall convene meetings of the Committee, set
\nthe agenda of the Committee, and perform the acts provided in this Charter or
\nthe Charter of the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 9<\/p>\n
\n<\/p>\n\n\n\n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n When a Chairman of a Committee is unable to act, another Director of such
\nCommittee shall act as Chairman of the Committee, upon an order of priority
\npreviously determined by a resolution of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 19.<\/strong><\/td>\n| <\/td>\n | Optional Committees<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Board of Directors may, in addition to the Nominating Committee,
\nCompensation Committee and Audit Committee, establish committees consisting of
\nall or some of the Directors, Corporate Executive Officers and other senior
\nmanagement.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 20.<\/strong><\/td>\n| <\/td>\n | Corporate Executive Officers and Representative Corporate Executive
\nOfficers<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall appoint Corporate Executive Officers; it shall
\nadditionally appoint Representative Corporate Executive Officers from among the
\nCorporate Executive Officers, and as a general rule from among those Corporate
\nExecutive Officers who are Directors.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors may remove Corporate Executive Officers and
\nRepresentative Corporate Executive Officers from such positions at any time.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall determine the relationship among Corporate
\nExecutive Officers, including but not limited to the assignment of their duties
\nand the supervising and directing relationships among them.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n Each Corporate Executive Officer (by himself\/herself or through proxy who is
\nanother Corporate Executive Officer) shall report to the Board of Directors the
\nstatus of the performance of their duties at least once each three (3) months
\ndirectly or through other Corporate Executive Officers.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors may require Corporate Executive Officers to attend
\nmeetings of the Board of Directors and to address such matters as may be
\nrequested by the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 21.<\/strong><\/td>\n| <\/td>\n | Administrative Office<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n The Board of Directors shall have an administrative office to administer the
\nbusiness of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Administrative offices of the Nominating Committee, Compensation Committee
\nand Audit Committee shall be established in the administrative office of the
\nBoard of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 10<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \nArticle 22.<\/strong><\/td>\n| <\/td>\n | Expenses<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |