Business Overview

Governance Structure

Board of Directors

Ownership Structure

Financial Performance
 Company information Business Segments
Employees: 125,000 Mobile Communications
Founded in 1946, HQ in Tokyo Game & Network Services
Imaging Products & Solutions
Annual Revenues: over $75 billion
Home Entertainment & Sound
Share Price: 3,328.00 Devices
One of the leading manufacturers of Pictures
electronic products for the consumer Music
and professional markets. Financial Services
76th most valuable brand (2016) All Others

Revenues from geographical areas

Key Executives 8.3

11.8 28.6 Japan

USA
6.7 Europe
China
Asia-Pacific

Kazuo Hirai Osamu Nagayama 23.2 21.4

Other Areas

CEO Chairman
https://www.sony.net/SonyInfo/CorporateInfo/Data/organization.html
 Board of Directors
Elected at annual shareholders meeting
Board Size (between 10 and 20)
Outside Directors
Primary Role
Selection
Directors qualifications

Nominating Committee Audit Committee Compensation Committee

 Shareholders Meeting
Oversees
Make proposals to Appointment/Dismissal of Directors Make proposals to
appoint/dismiss Directors appoint/dismiss Directors
Monitor performance Monitor performance

Nominate potential Board of Directors

directors

Appoints Appoints Determine Appoints

Compensation

Nominating Compensation Audit

Committee Committee Committee
Management Determine Compensation

Corporate Executive
Appointment/Dismissal Monitor performance
Officers
of Directors
Delegates

Executive Directors

https://www.sony.net/SonyInfo/csr_report/governance/framework/
 NN E+N E+N
E+N
E+N
E+N E+N
E+N E+N N NNN NN
E+NE+N N
E+N
E+N N
EE NN
E NNN
NN
A N
AA
A
E N

2012
N

2011
2005
2006
2007
2008
2010
2013
2014
2015
2016
2009
N
NCN
A
A N
AA
A
EA
A
N
N+C
NC
N
A
A N
C
E N
N
AA
AA E +C
AA
C
C NNC
N
E +C
C A NC
E+N
C
A CA
C C A CA C C NA
E+N
N C +C
A+C
CCCC AC E+C
C +C
E: Executive Director
N: Nominating Committee
C: Compensation Committee
A: Audit Committee
 AVERAGE AGE OF THE COMMITTEE MEMBERSHIP
BOARD Nominating Compensation Audit
68 66 66 10
65 65 8 8 8 8
66 64 64 8 7 7 7
64 63 63 6
62
62 6 5 5
60 60 4 4
60 59 33 33 33 33 33 33 33 33 33 33 33 33
4
58
56 2
54 0

Percentage of Japanese Percentage of Independent

Directors Directors
90% 100%
85% 83% 83%
85% 81% 82% 80%
79% 80% 80% 79% 80% 80% 86% 87% 85% 83% 83% 82%
80%
71% 79% 80% 80%
60% 80% 71%
75%
40% 50%
70%
65% 20%
60% 0%
 Publish detailed
5 new board
compensation plan
New CEO members
for the board and
Big drop in age
executive directors

2006 2008 2010 2012 2014 2015

New requirements
Increase in size of
New CEO of the size of
the nominating
End of CEO Duality nominating
committee
committee
Sony has always been a pioneer in Corporate Governance
Number of directors on the board. Common practice in Japan (20-40 directors). Sony in
1997, changed the number from 40 to 10.
First to increase the number of outside directors.
Good percentage of foreign ownership. Sony is not a keiretsu. However, one board
member is from Sonys leading bank.
New CG Code in Japan (2015), have at least 2 independent directors on the board

For the past 12 years, Sony has always had at least 50% of
independent directors on the board
 2005 2015
3.50% 0.90% 2.30% 2.10%

27%
20.10%
50.10%

54.70%

20.80%

18.50%

Foreign Institutions and Individuals

Foreign Institutions & Individuals
Japanese Financial Institutions Japanese Financial Institutions

Japanese Financial Individuals &Others Japanese Financial Individuals & Others

Other Japanese Corporations Other Japanese Corporations

Japanese Securities Firms Japanese Securities Firms
 Name Percentage of Shares
Citibank as Depositary Bank for Depositary 8.8 %
Receipt Holders

Japan Trustee Services Bank, Ltd. 5.3 %

The Master Trust Bank of Japan, Ltd. 4.5 %
JPMorgan Chase Bank 3.2 %
State Street Bank and Trust Company 2.2 %

Mitsubishi UFJ Trust and Sumitomo Mitsui Trust

Banking Corporation Holding
To the knowledge of Sony Corporation, it is not directly or indirectly owned or controlled by
any other corporation, by any foreign government or by any other natural or legal person
either severally or jointly. As far as is known to Sony Corporation, there are no arrangements
the operation of which may, at a subsequent date, result in a change in control of Sony
Corporation.

To the knowledge of Sony Corporation, there were no significant changes in the percentage
of ownership held by any other major beneficial shareholder during the past three fiscal years.
Major shareholders of Sony Corporation do not have different voting rights from other
shareholders.
Over the years, Sony has
substantially improved its
margins which are now
above the average

Looking forward, with

strong governance and Margins peer comparison
36.30%
competitive position, 40.00%

Sonys performance is 30.00%

22.34%
likely to improve even 20.00%
more
10.00% 3.60%
3.80%
1.90% 1.40% 1.80% -1.00%
0.00%
Gross Margin Operating Margin Pretax Margin Net Margin
-10.00%
Sony Peer Average
 Returns compared to Nikkei index rebased to 100

175%
Sony has slightly 150%

underperformed 125%
100%
+14%

compared to 75% -30%

the broad 50%

25%
Japanese 0%

market index
Nikkei Sony
However, Returns compared to peers rebased to 100
compared to its
175%
peers its 150%
+55%

performance 125%

has been on 100% -12%

75% -30%
par with the 50% -54%
industry 25% -87%
-91%
average 0%

Hitachi Panasonic Sharp Mitsubishi Pioneer Sony

2006: New CEO, increasing financial performance
2008: Financial crisis
2012: New CEO, end of CEO duality Increasing
financial performance
2014: Younger Board