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(TRANSLATION)
REGULATIONS OF THE BOARD OF DIRECTORS
(ENFORCEMENT: JUNE 29, 2000)
SONY CORPORATION
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(TRANSLATION)
Enforcement: June 29, 2000
REGULATIONS OF THE BOARD OF DIRECTORS
OF
SONY CORPORATION
(Sony Kabushiki Kaisha)
(Purpose)
1. (1) The Board of Directors shall determine matters to be approved by the
Board of Directors under the Commercial Code.
(2) The Board of Directors shall determine policies with respect to the
management and operation of the Corporation and the Sony Group
companies.
(3) The Board of Directors shall oversee the performance by the
Corporation and the Sony Group companies of their business operation.
(Constitution of the Board of Directors, etc.)
2. (1) All the Directors of the Corporation shall constitute the Board of
Directors.
(2) The Board of Directors may, by its resolution, designate the Board of
Management consisting of Directors.
(3) The Board of Directors may, by its resolution, designate the
Nominating Committee and the Compensation Committee, each consisting
of Directors and persons approved by the Board of Directors.
(Ordinary and Special Meetings)
3. Meetings of the Board of Directors shall be either ordinary or special
meetings. Ordinary meetings of the Board of Directors shall be held, as a
general rule, once a month and after the conclusion of the ordinary general
meeting of shareholders, while special meetings of the Board of Directors
may be held whenever necessary.
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(Convocation)
4. (1) Meetings of the Board of Directors shall, unless otherwise provided by
laws or ordinances, be convened by the Director determined by the
Board of Directors as the person authorized to convene the meeting of
the Board of Directors.
(2) When such Director 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 convene
the meeting.
(Convocation Procedures)
5. (1) In convening a meeting of the Board of Directors, notice of the
meeting stating the date, location and agenda of the meeting shall be
sent to each Director and Statutory Auditor at least five (5) days
prior to the date set for the meeting; provided, however, that in case
of emergency, such period may be shortened.
(2) In case a waiver of all the Directors and Statutory Auditors is
obtained, a meeting of the Board of Directors may be convened without
following the procedure for convening the meeting.
(Chairman)
6. The Director determined by the Board of Directors as the Chairman of the
Board of Directors shall act as chairman of the meetings of the Board of
Directors. When such Director is unable to act, another Director, who shall
be designated in accordance with the order of priority provided in
Article 4 (2), shall act as chairman.
(Resolutions of the Board of Directors)
7. (1) Resolutions of the Board of Directors shall be adopted by a majority
of the Directors present, which Directors present shall constitute in
number a majority of all Directors in office.
(2) No Director who has a special interest in an agenda item shall
participate in the resolution with respect thereto provided in the
preceding paragraph.
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(Attendance of Persons Other Than Directors)
8. (1) Statutory Auditors are entitled to attend meetings of Board of
Directors and express their opinion thereat.
(2) The chairman of the meeting of the Board of Directors may ask any
person as deemed necessary to attend meetings of the Board of
Directors to make reports or express their opinions thereat.
(Matters to be Resolved)
9. The following matters shall be resolved at meetings of the Board of
Directors:
(1) Matters concerning general meetings of shareholders:
Determination of the convocation of ordinary and extraordinary general
meetings of shareholders, the agenda items and proposals to be
submitted thereto.
(2) Matters concerning the settlement of accounts:
1. Approval of proposed financial statements and appended schedules.
2. Approval of the semi-annual financial results.
3. Approval of the quarterly financial results and the annual
consolidated financial results.
(3) Matters concerning interim dividends:
Determination whether the interim dividends are to be paid or not; if
paid, of the amount, date of commencement of payment and any other
matters necessary relating thereto.
(4) Matters concerning Directors:
1. Appointment and removal of the Representative Directors.
2. Determination of the order of the Directors.
3. Determination of the amounts of compensation, the distribution of
bonuses to the Directors and the details of the payment of
retirement allowances to the retiring Directors.
4. Approval of a Director's engaging in a competitive transaction.
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5. Approval of transactions on a Director's own behalf.
6. Assignment of special job responsibility to a Director and
discharge from such responsibility.
7. Approval of a Director's taking a concurrent office as a director
or an employee in a company which may result in the Director's
engaging in a competitive transaction.
(5) Matters concerning shares, bonds and debentures:
1. Conversion between par-value shares and non-par-value shares and
vice versa.
2. Issuance of new shares.
3. Acquisition of own shares in the markets and tender offer.
4. Retirement of own shares with the profit.
5. Granting of rights to subscribe for new shares to shareholders or
other persons.
6. Capitalization of reserves.
7. Splitting of shares.
8. Issuance of debentures, convertible bonds and bonds with warrants
to subscribe for new shares.
9. Appointment of a transfer agent and designation of its handling
offices.
10. Enactment, amendment and abolishment of the Share Handling
Regulations.
11. Closing of the register of shareholders and fixing of a record
date.
12. Listing of shares and debentures on stock exchanges and delisting
thereof.
(6) Matters concerning personnel and organization:
1. Appointment and removal of managers and other important employees.
2. Establishment, amendment and cancellation of branches and other
important organizations.
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(7) Matters concerning the execution of business:
1. Determination of fundamental policies, strategy and plan for
important business projects.
2. Transfer or take over of material assets.
3. Borrowings and loans in a large amount.
4. Giving of guarantee in a large amount
5. Determination of fundamental policies regarding material
contracts.
6. Determination of fundamental policies regarding material law
suits.
(8) Matters concerning the management and operation of the Sony Group and
the Sony Group companies:
1. Determination of fundamental policies, strategy and plan for the
management and operation of Sony Group companies.
2. Establishment, merger and acquisition, dissolution, liquidation or
other disposition of Sony Group companies which has a material
nature.
3. Approval of the listing of shares and debentures issued by the
Sony Group companies on stock exchanges and of the delisting
thereof which has a material nature.
4. Approval of the personnel administration of Sony Group companies
which has a material nature.
5. Approval of the matter of organization of Sony Group companies
which has a material nature.
6. Approval of the performance of operation of business of Sony Group
companies which has a material nature.
(9) Other matters:
1. Matters entrusted by the resolutions of the general meetings of
shareholders.
2. Any other matters provided in the laws and ordinances and the
Articles of Incorporation of the Corporation.
3. Any other matters which the Board of Directors deems necessary.
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(Matters to be Reported)
10. (1) The Representative Directors and Directors in charge of the business
operation shall report to a meeting of the Board of Directors on the
conditions of the execution of business at least once in three months
or at each meeting of the Board of Directors.
(2) The Representative Directors and Directors in charge of the business
operation may appoint another Director or another appropriate person
to give the preceding reports.
(3) A Director who has been engaged in a competitive transaction shall
report to a meeting of the Board of Directors with respect to any
important matter related to such transaction.
(Minutes)
11. (1) With respect to the proceedings at meetings of the Board of Directors,
the minutes shall be prepared and kept at the headquarter office for
ten years.
(2) The proceedings at meetings of the Board of Directors and the results
thereof shall be recorded in the minutes of meetings and the Directors
and Statutory Auditors present shall affix their names and seals
thereon.
(Administrative Office)
12. The Board of Directors shall have an administrative office to administer
the business concerning the Board of Directors.
(Coverage)
13. The Board of Directors shall be governed by these Regulations with respect
to the matters which are not provided in the laws and ordinances and the
Articles of Incorporation of the Corporation.
(Amendment)
14. For any amendment to these Regulations, a resolution of the Board of
Directors shall be required.
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ADDENDUM
These Regulations, as amended, shall come into force on June 29, 2000.
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