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Corporate Governance

Basic Stance on Corporate Governance

(Basic Stance on Corporate Governance)
Sony Financial Holdings strives to meet the expectations and earn the trust of stakeholders, realize sustainable corporate growth and increase corporate value over the medium to long term by making effective use of the Group’s various management resources and by realizing its corporate philosophy. Furthermore, as a financial holding company, Sony Financial Holdings is aware of the highly public nature of its financial business. Accordingly, Sony Financial Holdings has in place a governance structure that emphasizes ensuring of soundness and appropriateness of the Group’s management. Sony Financial Holdings is a listed subsidiary of Sony Corporation. As such, Sony Financial Holdings maintains managerial independence from its parent company and strives to ensure a highly transparent management.

(Appointment and Dismissal of Directors)
Sony Financial Holdings has formulated the Basic Policy on the Selection of Director and Audit & Supervisory Board Member Candidates. Reflecting this policy, Sony Financial Holdings selects as director and audit & supervisory board member candidates who have suitable knowledge, experience, capacity for judgment and other characteristics suiting them to conduct decision-making and perform management oversight in relation to the overall Group management. To reinforce the transparency and objectivity of the process of selecting director and audit & supervisory board member candidates, the Nomination Advisory Committee deliberates on candidates in response to inquiries by the Board of Directors. After receiving the committee’s reports, the Board of Directors decides on candidates to propose at the General Meeting of Shareholders. The Nomination Advisory Committee deliberates on the appointment and dismissal of the president and other executive directors based on the aforementioned policy, an assessment of corporate operating performance and other items. The committee then reports to the Board of Directors, which makes a decision.

(Director and Audit & Supervisory Board Member Training)
Upon their appointment, Sony Financial Holdings provides opportunities for directors and audit & supervisory board members to acquire knowledge related to laws and regulations, corporate governance and other areas necessary for appropriately fulfilling their roles and responsibilities. In particular, when outside officers and audit & supervisory board members are newly appointed, Sony Financial Holdings creates opportunities to provide the information necessary to promote an understanding of Sony Financial Group’s businesses, management strategy, management issues and other areas. Sony Financial Holdings also creates such opportunities as necessary following their appointment.

Corporate Governance Structure Chart (As of July 1, 2019)

Corporate Governance Structure Chart
  • *1 Compensation, etc. for independent auditors: ¥120 million, including ¥28 million for statutory audits.
  • *2 Sony Financial Holdings provides the independence standard for appointment of outside officers and outside audit & supervisory board members in the Basic Policy on the Selection of Director and Audit & Supervisory Board Member Candidates.
  • *3 The Nomination Advisory Committee members: Shiro Kuniya (Chairperson), Shogo Ikeuchi, Shigeru Ishii and Shiro Kambe
  • *4 The Compensation Advisory Committee members: Masashi Oka (Chairperson), Shiro Kuniya and Shigeru Ishii