Corporate Governance Report
(Updated on Dec.1, 2015)
Sony Financial Holdings Inc.
The status of corporate governance of Sony Financial Holdings Inc. (hereinafter, the “Company”) is
as follows:
I. Basic Stance on Corporate Governance, Capital Structure, Company Type and
Other Basic Information
1. Basic Stance
Corporate Vision and Philosophy
The Sony Financial Group (hereinafter, the “Group”) positions its corporate vision and corporate
philosophy as the basic policy for formulating management strategies and decision making.
<Corporate Vision>
The Group seeks to become the most highly trusted financial services group by customers. To this end,
the Group will combine many different financial functions (savings, investment, borrowing, and
protection) to provide high-value-added financial products and high-quality services that meet every
customer’s financial needs.
<Corporate Philosophy>
Put the Customer First
We will provide financial products and services that satisfy customers by embracing their individual views,
to ensure that we help them lead prosperous lives with financial security.
Give Back to Society
We believe that a special commitment to the public good is demanded of a financial services company.
Conscious of this, we will realize our vision by upholding the highest level of ethics and a strong sense of
purpose, and thereby give back to society. In addition, we will fulfill our responsibilities as a good
corporate citizen and member of society.
Strive for Originality
We will constantly strive to come up with fresh ideas from basic principles as we pursue creativity and
innovation, instead of merely following customs and convention.
Foster an Open Corporate Culture
We believe that every employee’s contribution is important to develop our ideal of a financial services
company. We will thus foster an open corporate culture where employees can freely express their
individuality and demonstrate their abilities to the fullest.
Basic Stance on Corporate Governance
 The Company 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 vision and philosophy.
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 As a financial holding company, the Company is aware of the highly public nature of its financial business.
Accordingly, the Company has in place a governance structure that emphasizes ensuring the Group’s
management soundness and appropriateness.
 The Company is a listed subsidiary of Sony Corporation, its parent company. As such, the Company
maintains managerial independence from its parent company and strives to ensure highly transparent
management.
[Reasons for not implementing the following principles of the Corporate Governance Code]
The Company has implemented all the principles of the Code except the following two principles that are
scheduled for later introduction.
[Principle 3.1 (iii)] Board Policies and Procedures in Determining the Remuneration of the Directors
The Company currently employs a retirement benefit system as a part of its remuneration system. However,
we plan to discontinue this system and are considering the introduction of a new medium- to long- term
incentive compensation plan, assuming that approval is received at the Ordinary General Meeting of
Shareholders scheduled for June 2016.
Information on our current compensation policy and procedures is described in this document in “II. 1
[Compensation of Directors] Disclosure of policy on determining compensation amount and its calculation
method
[Principle 4.11 (3)] Evaluating Effectiveness of the Board
At least once each year, the Board of Directors conducts self-evaluations, evaluating the effectiveness of its
decision making and oversight, as well as its operation of meetings. Toward the end of the current fiscal
year, the Company will evaluate the effectiveness of the Board of Directors and plans to disclose a
summary of these results in the Corporate Governance Report.
[Disclosure based on each principle of the Corporate Governance Code]
[Principle 1.4] Policy on Business-related Shareholdings
 The Company and its Group companies do not hold shares for the purpose of business-related
investment (hereinafter, “Business-related Shareholdings”). However, this excludes investments having a
recognized strategic significance, such as business tie-ups, that contribute to enhancing the corporate
value of individual Group companies.
 In the event that the Company and its Group companies hold Business-related Shareholdings, they
regularly consider the objectives of such holdings and the effect of investment, and report these results to
their respective Boards of Directors. Based on these reports, the companies’ Boards of Directors consider
the liquidation of such holdings through such methods as sale or transfer in the event the significance of
holding them has been lost.
 With regard to the exercise of voting rights in relation to Business-related Shareholdings, the Company
and its Group companies make comprehensive decisions to vote for or against individual proposals from
the perspective of whether appropriate governance structures are in place at investee companies,
whether appropriate decisions are being made to enhance corporate value over the medium to long term,
and from the perspective of enhancing the corporate value of individual Group companies.
[Principle 1.7] Ensuring the Appropriateness of Group Management
The Company requires resolution by the Board of Directors in the event of any competitive and
conflict-of-interest transactions by directors. Furthermore, in the event of internal Group transactions
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(including transactions with its parent company, Sony Corporation and other Sony Group companies) that
have the potential for individual Group companies to affect Group management, after the appropriateness
and legality of such transactions are confirmed, they are resolved by or reported to the Board of Directors.
[Principle 3.1]
(i) Corporate Philosophy and Business Plans
The Group’s Corporate Vision and Corporate Philosophy are as written in “I. 1. Basic Stance” of this report.
The Company has disclosed the medium-term corporate strategy on the Company’s website.
http://www.sonyfh.co.jp/en/financial_info/management_vision/
(ii) Basic Stance and Policies on Corporate Governance
The Company’s basic view is as written in “I. 1.Basic Stance” of this report.
The Company has disclosed Basic Policy on Corporate Governance on the Company’s website.
http://www.sonyfh.co.jp/en/company/data/governance_policy.pdf
(iv) Board Policies and Procedures in the Nomination of Director and Statutory Auditor Candidates
The Company has formulated the Basic Policy on the Selection of Director and Statutory Auditor
Candidates. Reflecting this policy, the Company selects as director and statutory auditor candidates people
who have suitable knowledge, experience, capacity for judgment and other characteristics suiting them to
conduct decision making and perform management oversight in relation to overall Group management. To
reinforce the transparency and objectivity of the process of selecting director and statutory auditor
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 Company has disclosed Basic Policy on the Selection of Director and Statutory Auditor Candidates on
the Company’s website.
http://www.sonyfh.co.jp/en/company/data/nomination_policy.pdf
(v) Explanations with Respect to the Individual Appointment and Nomination of Director and
Statutory Auditor Candidates based on (iv)
The reasons for appointment of directors and statutory auditors are as follows:
Katsumi Ihara, President, Representative Director
Over many years, Mr. Ihara has been involved in the management of Sony Corporation, Sony Life
Insurance Co., Ltd., and other companies. Since June 2010, he has fulfilled his role adequately in the
Group’s management as a president and representative director of the Company. As a representative
director of the Company, he has the wisdom, experience and capacity for judgment to engage in
appropriate decision making and management oversight in relation to overall Group management.
Shigeru Ishii, Executive Vice President, Representative Director
Since the establishment of Sony Bank Inc. in April 2001, Mr. Ishii has been involved in its management as
president and representative director. Since April 2004, he has served concurrently as a director of the
Company. As representative director of the Company, he has the wisdom, experience and capacity for
judgment to engage in appropriate decision making and management oversight in relation to overall Group
management.
Hiroaki Kiyomiya, Managing Director
During his extensive tenure at Sony Life Insurance Co., Ltd., Mr. Kiyomiya has been in charge of such
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activities as actuarial, accounting and investment management. As a director of the Company, he has the
wisdom, experience and capacity for judgment to engage in appropriate decision making and management
oversight in relation to overall Group management.
Tomoo Hagimoto, Director
Mr. Hagimoto was in charge of the Lifeplanner Sales Group at Sony Life Insurance Co., Ltd. for several
years. Since April 2015, he has been contributing to the growth of Sony Life Insurance as its president and
representative director. As a director of the Company, he has the wisdom, experience and capacity for
judgment to engage in appropriate decision making and management oversight in relation to overall Group
management.
Yutaka Ito, Director
Since June 2014, as a director of the Company, Mr. Ito has been involved in the Group’s management,
taking charge of accounting, risk management and other areas. As president and representative director of
Sony Bank Inc. since June 2015, Mr. Ito has made use of his extensive knowledge of corporate
management and demonstrated his leadership. As a director of the Company, he has the wisdom,
experience and capacity for judgment to engage in appropriate decision making and management oversight
in relation to overall Group management.
Atsuo Niwa, Director
Mr. Niwa was in charge of corporate planning at Sony Assurance Inc. Since April 2013, he has served as
Sony Assurance’s president and representative director, contributing to its growth. Since June 2013, he has
served concurrently as a director of the Company. As a director of the Company, he has the wisdom,
experience and capacity for judgment to engage in appropriate decision making and management oversight
in relation to overall Group management.
Shiro Kambe, Director
Over many years, Mr. Kambe has been in charge of legal affairs, compliance, corporate communications
and CSR, and other areas at Sony Corporation. Since June 2014, he has been involved in that company’s
management, serving as corporate executive officer. As a director of the Company, he has the wisdom,
experience and capacity for judgment to engage in appropriate decision making and management oversight
in relation to overall Group management.
Isao Yamamoto, Director (Outside and Independent)
See “II.1. [Directors] Relationships with the Company (2)” of this report.
Shiro Kuniya, Director (Outside and Independent)
See “II.1. [Directors] Relationships with the Company (2)” of this report.
Yasuyuki Hayase, Standing Statutory Auditor (Outside)
See “II.1. [Directors] Relationships with the Company (2)” of this report.
Yoshimichi Makiyama, Statutory Auditor (Outside)
See “II.1. [Directors] Relationships with the Company (2)” of this report.
Hirotoshi Korenaga, Statutory Auditor (Outside)
See “II.1. [Directors] Relationships with the Company (2)” of this report.
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Mitsuhiro Koizumi, Statutory Auditor
Mr. Koizumi is a certified tax accountant with considerable knowledge of finance and accounting. He was in
charge of finance, corporate planning, human resources and others as a director of Sony Life Insurance Co.,
Ltd. The Company has determined that he will use this rich experience and insight to properly fulfill the
duties of a statutory auditor.
See individual executives’ biography in the Notice of Convocation of the General Meeting of Shareholders.
http://www.sonyfh.co.jp/en/financial_info/shareholder/meeting/
[Principle 4.1 (1)] Summary of Scope of Delegation to Management
In addition to items stipulated in laws and regulations and the Articles of Incorporation, the Board of
Directors makes important decisions regarding management of the Group such as (i) formulation of Group
corporate strategies and business plans, (ii) appointment and dismissal of directors, statutory auditors and
other executives of subsidiaries in which the Company holds shares directly, (iii) entry into new businesses
and withdrawal from businesses, and (iv) organizational restructuring. The Board of Directors sets up an
Executive Committee, to which it delegates the execution of important routine business of the Company.
[Principle 4.8] Effective Use of Independent Directors
To reinforce its supervisory function and receive general advice on the management of the Group, the
Company has appointed multiple highly independent outside directors, with two such directors in place as of
November 2015. In addition, to increase management transparency the Company has established the
Nomination Advisory Committee and the Compensation Advisory Committee as advisory bodies to the
Board of Directors, and the two outside directors are members of both committees.
[Principle 4.9] Independence Standards and Qualification for Independent Outside Directors
In addition to the independence requirements of the Companies Act and the standards for independent
directors provided by the Tokyo Stock Exchange, outside directors are people who satisfy the
independence standards provided in the Company’s Basic Policy on the Selection of Director and Statutory
Auditor Candidates. Outside statutory auditors are people who satisfy the independence standards
provided in the Company’s Basic Policy on the Selection of Director and Statutory Auditor Candidates.
The Company has disclosed Basic Policy on the Selection of Director and Statutory Auditor Candidates on
the Company’s website.
http://www.sonyfh.co.jp/en/company/data/nomination_policy.pdf
[Principle 4.11 (1)] Composition of the Board of Directors
The Board of Directors comprises 12 or fewer members (with one-year terms of office). The Board of
Directors is composed of members who have a broad range of knowledge and experience. To promote
efficient Group management, in principle, the representative directors of principal Group subsidiaries serve
concurrently as the Company’s directors. To reinforce the supervisory function and obtain general
management advice for the Group, the Company appoints multiple highly independent outside directors.
The current composition is as written in “II. 1. 1. Board Composition and Operations of Organizational
Structure” of this report.
[Principle 4.11 (2)] Status of Concurrent Positions at Other Organizations of Directors and Statutory
Auditors
With regard to the status of concurrent positions at other organizations of directors and statutory auditors,
the Company discloses the information on reference materials of the General Meetings of Shareholders.
http://www.sonyfh.co.jp/en/financial_info/shareholder/meeting/
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[Principle 4.14 (2)] Training Policy for Directors and Statutory Auditors
Upon their appointment, the Company provides opportunities for directors and statutory auditors 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 directors and statutory
auditors are newly appointed, the Company creates opportunities to provide the information necessary to
promote an understanding of the Group’s businesses, management strategy, management issues and
other areas. The Company also creates such opportunities as necessary following their appointment.
[Principle 5.1] Policy for Constructive Dialogue with Shareholders
The Company conducts sincere and proactive IR activities, led by the president and representative director,
to forge trust-based relationships with shareholders, investors and other parties. Useful opinions and
requests obtained from shareholders, investors and other parties through IR activities are regularly provided
as feedback mainly to the Board of Directors. The Company has established its IR Policy based on this
stance.
IR Policy is as written in “V. 2. Other Corporate Governance Structures” of this report.
2. Capital Structure
Ratio of shares owned by foreign shareholders: 20% or more and less than 30%
[Major Shareholders]
Number of
shares held
Name
Sony Corporation
Percentage
of ownership
(%)
261,000,000
60.00
GOLDMAN, SACHS & CO. REG
12,695,232
2.91
STATE STREET BANK AND TRUST COMPANY 505223
11,775,455
2.70
The Master Trust Bank of Japan, Ltd. (Trust Account)
9,110,600
2.09
Japan Trustee Services Bank, Ltd. (Trust Account)
7,531,437
1.73
STATE STREET BANK AND TRUST COMPANY
6,481,265
1.48
JP MORGAN CHASE BANK 385632
6,130,720
1.40
SAJAP
3,877,300
0.89
STATE STREET BANK AND TRUST COMPANY 505001
3,405,876
0.78
CBNY-GOVERNMENT OF NORWAY
3,162,600
0.72
Parent company: Sony Corporation
(Listed on the Tokyo Stock Exchange, and Overseas) (Code: 6758)
3. Company Type
Stock Exchange: The First Section of the Tokyo Stock Exchange
Fiscal Year End: March
Industry: Insurance
Number of employees (consolidated): more than 1,000
(Updated) Sales (consolidated): more than ¥1 trillion
Number of subsidiaries: Fewer than 10
4. Policy Concerning the Measures to Protect Minority Shareholders in Transactions with
the Controlling Shareholder
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The Sony Financial Group’s policy is to develop its business while maintaining a cooperative ties with
the Sony Group. However, the Sony Financial Group believes that it has secured a degree of
independence from the Sony Group, because it conducts independent business activities in line with
its own corporate strategies, and operates in different business fields than the Sony Group. When
entering into transactions with Sony Corporation (the controlling shareholder), the Sony Financial
Group adequately confirms the necessity for such transactions and ensures that the conditions of
such transactions do not differ markedly from the terms of ordinary transactions with third parties.
5.
Other Special Issues That May Significantly Influence Corporate Governance
(1)
Capital relationships with Sony Corporation
Sony Corporation holds 60.00% of Sony Financial Holdings’ shares outstanding (common stock). As
a result of capital relationships, Sony Financial Holdings may be subject to the influence of Sony
Corporation, irrespective of the intensions and interests of other shareholders with regard to all
matters requiring shareholder approval. These matters include the appointment and dismissal of
Sony Financial Holdings’ directors and statutory auditors, mergers and other organizational
restructuring, transfer of all of or a part of material asset and business, amendments to Articles of
Incorporation, and the appropriation of surplus.
(2)
Senior management’s concurrent positions with the Sony Group
Sony Financial Holdings has assigned Mr. Shiro Kambe (EVP, Corporate Executive Officer of Sony
Corporation) as its director and has assigned Mr. Hirotoshi Korenaga (Senior General Manager,
Global Accounting Division of Sony Corporate Services (Japan) Corporation) as its statutory auditor.
Moreover, as for Sony Financial Holdings’ subsidiaries, Sony Assurance Inc. has assigned Mr.
Takayuki Nakagawa (Senior Manager, Japan Tax Planning Section, Tax Planning Office, Global
Accounting Division of Sony Corporate Services (Japan) Corporation) as its statutory auditor. Also,
Sony Bank Inc. has assigned Mr. Hidemichi Takenaka (Deputy General Manager, Tax Planning
Office, Global Accounting Division of Sony Corporate Services (Japan) Corporation) as its statutory
auditor. If the relationships between the Sony Financial Group and the Sony Group change due to
such reasons including changes in the ratio of Sony Financial Holdings’ shares held by Sony
Corporation, such personnel relationships may change. (Sony Corporate Services (Japan)
Corporation is a subsidiary of Sony Corporation).
(3)
Use of the “Sony” trade name and trademark
Sony Financial Holdings and Group companies have entered into royalty agreements with Sony
Corporation to use the “Sony” trade name and trademark. The Sony Financial Group’s rights under
these agreements to use the “Sony” name are conditioned upon, among other things, Sony
Corporation’s continued ownership of the majority of Sony Financial Holdings’ voting rights and, no
decrease in Sony Financial Holdings’ percentage ownership of the voting rights of such operating
subsidiaries. Pursuant to these agreements, the Sony Financial Group pays royalty fees to Sony
Corporation and Sony Corporation retains pre-approval rights with respect to, among other things,
any use of the relevant trademarks for purposes other than those expressly provided for in the
agreements.
Sony Financial Holdings believes the “Sony” name has contributed to the Sony Financial Group’s
brand recognition and its growth. The termination of these royalty agreements to use the “Sony” trade
name and trademark led primarily by a decrease in Sony Corporation’s equity ownership in Sony
Financial Holdings could adversely affect its business operations, marketing and operating results.
If reputations of other Sony Group Companies excluding Sony Corporation and Sony Financial Group
Companies were damaged due to loses of creditworthiness or drop in earnings, operating results of
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Sony Financial Group Companies may be affected by worsening corporate image.
II. Management Control Structure Pertaining to Management Decision Making,
Execution and Supervision and Other Corporate Governance Structure
1. Board Composition and Operations of Organizational Structure;
Type of structure: Company with Board of Auditors
[Directors]
Number of members of the Board of Directors stipulated in the Articles of Incorporation: 12
Term of members of the Board of Directors stipulated in the Articles of Incorporation: One year
Chairman of the Board of Directors: President
Number of the Board of Directors: Nine
Election of Outside Directors: Yes
Number of Outside Directors: Two
Number of Outside Directors who are appointed as Independent Directors: Two
Relationships with the Company (1)
Name
Isao Yamamoto
Shiro Kuniya
Attribute
a
b
Relationship with the Company*
c
d
e
f
g
h
i
j
k
From another company
Attorney
*Choices relating to relationships with the Company
*○ indicates the relevant item that the person falls under as of “today or recently” △ indicates the relevant item that the
person falls under as of “previously.”
*● indicates the relevant item that the person’s close family member falls under as of “today or recently” ▲ indicates the
relevant item that the person’s close family member falls under as of “previously.”
(a)
A person who is an executive or employee of the Company or its subsidiary
(b)
A person who is an executive, employee or non-executive director of the Company’s parent company
(c)
A person who is an executive or employee of a subsidiary of the Company’s parent company
(d)
A person who is an entity or, if that entity is a corporation, etc., its executive or employee for which the
Company is a major client
(e)
A person who is a major client or if that client is a corporation, etc., its executives or employees
(f)
A person who in addition to executive compensation is receiving significant amounts of money or other
property from the Company as consultant, accounting specialist or legal specialist
(g)
A person who is a major shareholder of the Company (or if that major shareholder is a corporation, etc., its
executives or employees)
(h)
A person who is an executive or employee of an entity which is a client of the Company (does not fall
under d, e and f) (only with respect to the person)
(i)
A person who is an executive or employee of a company whose outside director assumes the post on a
reciprocal basis with the Company (only with respect to the person)
(j)
A person who is an executive or employee of an entity receiving contributions from the Company (only
with respect to the person)
(k)
Other
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Relationships with the Company (2)
Independent
Director
Name
Isao
Yamamoto
Supplementary
Information
Reason for appointment
―
Mr. Yamamoto possesses many years of
experience as a securities analyst and an
advisor for corporate finance and M&As, and has
no conflict of special interest with the Company.
Accordingly, the Company determined that Mr.
Yamamoto can properly fulfill the duties of an
outside director and an independent director.
―
Mr. Kuniya works as a Managing Partner at
Oh-Ebashi LPC & Partners and has specialized
knowledge and experience as a lawyer, and has
no conflict of special interest with the Company.
the Company has determined that Mr. Kuniya
can properly fulfill the duties of as an outside
director and independent director.
○
Shiro
Kuniya
○
Establishment or non-establishment of an optional committee which corresponds to the
Nominating Committee or Compensation Committee: Established
Status of the Establishment of a Discretionary Committee, Composition and Attributes of
Chairperson
Committee’s
name
Committee
corresponding to
Nomination
Committee
Committee
corresponding to
Compensation
Committee
All
Full-time
Internal
Outside
Outside
members
Directors
Directors
Experts
4
0
2
2
0
0
4
0
2
2
0
0
committees
members
Others
Nomination
Advisory
Committee
Compensation
Advisory
Committee
Chair-per
son
Outside
Director
Outside
Director
Supplementary Explanation
Role of Nomination Advisory Committee:
This committee deliberates the appointment and dismissal of directors and statutory auditors of the
Company, as well as the presidents of Group subsidiaries, and deliberates succession planning and
other activities with regard to the Company and Group subsidiary presidents in response to inquiries
by individual companies’ Boards of Directors or requests by committee members and reports to the
respective Boards of Directors, if necessary.
Role of Compensation Advisory Committee:
This committee deliberates compensation and other payments to directors of the Company and the
representative directors of Group subsidiaries in response to inquiries by the individual companies’
Boards of Directors and reports to the respective Boards of Directors.
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[Statutory Auditors]
Existence of a Board of Statutory Auditors: Yes
Number of Statutory Auditors stipulated by the Articles of Incorporation: Five
Number of Statutory Auditors: Four
Cooperation between Statutory Auditors, Independent Auditors and the Internal Audit
Division
Statutory auditors receive regular reports on audit plans and audit results from the Company’s
independent auditor (PricewaterhouseCoopers Aarata) and exchange information with the
independent auditor in a timely and appropriate manner. Statutory auditors of the Company receive
regular reports of internal audit plans and internal audit results from the internal audit division (Audit
Department) and exchange information with this division in a timely and appropriate manner. The
statutory auditors also receive reports on each subsidiary’s internal audit results from subsidiaries’
internal audit divisions.
Election of Outside Statutory Auditors: Yes
Number of Outside Statutory Auditors: Three
Number of Outside Statutory Auditors who are appointed as Independent Directors: None
Relationships with the Company (1):
Relationship with the Company*
Name
Attribute
a
b
c
d
e
f
g
h
i
j
k
Yasuyuki
From another company
Hayase
Yoshimichi
Attorney
Makiyama
Hirotoshi
From another company
△
○
Korenaga
m
*Choices relating to relationships with the Company
*○ indicates the relevant item that the person falls under as of “today or recently” △ indicates the relevant item that the
person falls under as of “previously.”
*● indicates the relevant item that the person’s close family member falls under as of “today or recently” ▲ indicates the
relevant item that the person’s close family member falls under as of “previously.”
(a)
A person who is an executive or employee of the Company or its subsidiary
(b)
A person who is a non- executive director or accounting advisor of the Company or its subsidiary
(c)
A person who is an executive, employee or non-executive director of the Company’s parent company
(d)
A person who is a statutory auditor of the Company’s parent company
(e)
A person who is an executive or employee of a subsidiary of the Company’s parent company
(f)
A person who is an entity, if that entity is a corporation, etc., its executive or employee for which the
Company is a major client
(g)
A person who is a major client of the Company or if that client is a corporation, etc., its executives or
employees
(h)
A person who is in addition to executive or compensation is receiving money or other property as a
consultant, accounting specialist or legal specialist from the Company
(i)
A person who is a major shareholder of the Company (or if that major shareholder is a corporation, etc.,
its executives or employees)
(j)
A person who is an executive or employee of an entity which is a major client of the Company (does not
fall under f, g and h) (only with respect to the person)
(k)
A person who is an executive or employee of a company whose outside director assumes the post on a
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reciprocal basis with the Company (only with respect to the person)
(l)
A person who is an executive or employee of an entity receiving contributions from the Company (only
with respect to the person)
(m)
Other
Relationships with the Company (2):
Supplementary
Information
Reason for appointment
―
Mr. Hayase possesses many years of
experience at a financial institution, and as a
standing statutory auditor there. Accordingly, the
Company has determined that Mr. Hayase will
use his professional experience to fulfill his role
as an outside statutory auditor.
Yoshimichi
Makiyama
―
Mr. Makiyama qualified as an attorney and
patent attorney in Japan and as an attorney in
the U.S. state of New York, with expertise in
many areas including information security and
compliance, and has a breadth of professional
experience both at home and abroad.
Accordingly, the Company has determined that
Mr. Makiyama will draw on his professional
experience to fulfill his role as an outside
statutory auditor.
Hirotoshi
Korenaga
Mr. Korenaga
works as Senior
General
Manager, Global
Accounting
Division, Sony
Corporate
Services
(Japan)
Corporation, a
subsidiary of
Sony
Corporation
(parent
company).
Name
Yasuyuki
Hayase
Independent
Director
Mr. Korenaga has extensive knowledge about
finance and accounting acquired over many
years of working in accounting at Sony
Corporation and Sony Corporate Services
(Japan) Corporation. Accordingly, the Company
has determined that Mr. Korenaga will use his
professional experience to fulfill his role as an
outside statutory auditor.
[Independent Directors]
Number of independent directors: Two
The Company has appointed two outside directors as independent directors.
[Incentive-related Matters]
Status of incentives granted to directors: Other
Supplementary explanations:
The Company has established internal rules as to retirement benefits. Retirement benefits are based
on 20% of the annual remuneration being received during the term of office. A defined portion of this
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amount (70% for representative directors, 80% for non-representative directors) is calculated as the
regular retirement benefit paid in cash. The remainder (30% for representative directors, 20% for
non-representative directors) is calculated as a number of shares in the Company that is paid in cash
by multiplying that number of shares by the average stock price during the year prior to the director’s
retirement.
The Company plans to discontinue this system and are considering the introduction of a new
medium- to long-term incentive compensation plan, assuming that approval is received at the
Ordinary General Meeting of Shareholders scheduled for June 2016.
[Compensation of Directors]
Disclosure for compensation of individual directors: The Company does not disclose the
compensation of individual directors except for the compensation of directors who received ¥100
million or more for the fiscal year.
Policy on compensation amount or calculation method: Yes
Disclosure of policy on determining compensation amount and its calculation method:
The policy for determining the compensation of executive directors and outside directors stipulated by
resolution of the Board of Directors are as follows. Directors with no executive duties, except outside
directors are, in principle, paid no compensation.
The compensation of individual executive directors and outside directors is deliberated by the
Compensation Advisory Committee in response to inquiries by the Board of Directors and determined
by resolution of the Board of Directors based on the committee’s report. Meanwhile, the
compensation of individual statutory auditors is determined through discussion by statutory auditors.
(1) Executive Directors
The main responsibility of executive directors is to continuously increase corporate value as
corporate managers of the Company and the Group as a whole. Consequently, the Company’s
basic policy is to determine compensation for executive directors, considering a balance
between a fixed portion and a results-linked portion with a focus on securing talented human
resources and ensuring that compensation serves as an effective incentive for improving
business performance.
a. Compensation
Compensation comprises of a fixed portion depending on position, such as president,
representative director and executive vice president, representative director, and a
results-linked portion depending on the performance of the Company and the Group as a whole,
and individual responsibilities.
The results-linked portion could range from 0% to 200% of the standard amount subject to
achievement of management targets for the Company and the Group and fulfillment of
responsibilities.
b. Level
A suitable level of compensation shall be paid in order to secure talented individuals. In
determining the level, consideration is given to the results of third-party surveys of the
compensation levels of corporate managers and other relevant information.
c. Retirement benefits
The Company sets aside an amount equivalent to a defined portion of compensation for every
fiscal year in office and pays the full amount upon retirement. A defined portion of the reserved
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amount is calculated as a number of shares of the Company, which is quasi-granted. A cash
payment, made upon retirement, is calculated by multiplying that number of shares by the
market price at that time.
(2) Outside Directors
The main responsibility of outside directors is to enhance the transparency and objectivity of
corporate management through the oversight and supervision of the
executive directors’ execution of duties. Consequently, compensation for outside directors is
determined as fixed compensation with a focus on securing talented human resources and
ensuring that supervision and oversight function effectively.
a. Compensation
A fixed amount is paid according to the role.
b. Level
A suitable level of compensation shall be paid in order to secure talented individuals. In
determining the level, consideration is given to the results of third-party surveys of the
compensation levels of corporate managers and other relevant information.
c. Retirement benefits
None paid
(3) Statutory Auditors
The main responsibility of statutory auditors is to ensure the transparency and objectivity of
corporate management by conducting operational and accounting audits. Consequently,
compensation for statutory auditors is determined as fixed compensation with a focus on
securing talented individuals and ensuring that the audit function is working effectively.
a. Compensation
A fixed amount is paid according to the respective roles of standing statutory auditors and
part-time statutory auditors.
b. Level
A suitable level of compensation shall be paid in order to secure talented individuals. The level
is determined through discussion of statutory auditors by giving consideration to the results of
third-party surveys of the compensation levels of statutory auditors and other relevant
information.
c. Retirement benefits
Based on regulation on retirement benefits for standing statutory auditors set out by the Board of
Statutory Auditors, the Company determines the fixed amount commensurate with the number
of years in office as at the time of retirement, subject to resolution of the General Meeting of
Shareholders. No retirement benefits are paid to part-time statutory auditors.
* The Companay plans to discontinue retirement benefit system and are considering the
introduction of a new medium- to long-term incentive compensation plan, assuming that approval
is received at the Ordinary General Meeting of Shareholders scheduled for June 2016.
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[Support Structure of Outside Directors/Statutory Auditors]
The Corporate Planning Department of the Company provides information to outside directors and
outside statutory auditors and distributes Board of Directors meeting materials prior to the meetings.
2. Functions on Execution of Operation, Audits and Supervision, Nomination,
Determining Compensation and Other
The Company has adopted the statutory auditor system. The Company appoints outside directors
who work with the statutory auditors to strengthen corporate governance. An overview of the current
corporate governance system is provided below.
(1) Board of Directors
a.
The Company is a pure holding company that owns direct subsidiaries, Sony Life Insurance
Co., Ltd., Sony Assurance Inc., Sony Bank Inc. and Sony Lifecare Inc. From the perspective of
group-wide efficiency in business operations, two of the Company representative directors and
one executive director out of nine directors serve as directors of its subsidiaries. Furthermore,
the three representative directors of its subsidiaries (Sony Life Insurance Co., Ltd., Sony
Assurance Inc. and Sony Bank Inc.) serve as non-executive directors of the Company.
b.
The Company has appointed two highly independent outside directors out of nine directors to
introduce external perspectives and to protect minority shareholders’ interests. These outside
directors also serve as independent directors as prescribed by the Tokyo Stock Exchange.
c.
The Board of Directors of the Company delegates to the Executive Committee the authority to
deliberate and determine the execution of certain daily activities. The Executive Committee is
composed of standing directors as well as executives and employees who are selected by
resolution of the Board of Directors. This committee meets twice a month, in principle.
Non-executive directors and statutory auditors may also attend meetings of the Executive
Committee.
(2) Statutory Auditors
a.
The Board of Statutory Auditors of the Company has four members, of whom three are outside
auditors. We elect one substitute statutory auditor in case of a vacancy.
b.
The standing statutory auditor of the Company cooperates with outside directors (independent
directors), the corporate executive in charge of its Audit Department and employees in the
Audit Department to enhance the supervisory function in corporate management.
(3) Internal Audits
The Company has established an Audit Department, which is independent of the Company’s
operating divisions and is composed of dedicated internal audit personnel.
(4) Accounting Audits
The Company has appointed PricewaterhouseCoopers Aarata as its independent auditor.
(5) Establishment of Optional Committees
To increase management transparency, the Company has established the Nomination Advisory
Committee and the Compensation Advisory Committee as advisory bodies to the Board of Directors.
The composition of these committees is described in this report in “II. 1 [Directors] Status of the
Establishment of a Discretionary Committee, Composition and Attributes of Chairperson”
3.
Reason for choosing current corporate governance structure
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As the Company is a pure holding company, the Group believes that the current structure, in which
directors and statutory auditors hold concurrent positions in the parent company and subsidiaries, is
efficient from the perspective of Group management. As the Company is also a subsidiary of a listed
parent company, Sony Corporation, the Company has appointed two highly independent outside
directors (independent directors as also prescribed by the Tokyo Stock Exchange) to ensure an
outside perspective and to protect the interests of minority shareholders. Furthermore, the Company
also has established a Nomination Advisory Committee and a Compensation Advisory Committee as
advisory bodies to the Board of Directors to increase management transparency. In addition to
protecting the interests of minority shareholders, the Company believes that the current structure is
optimal from the standpoints of ensuring Group management efficiency and enhancing corporate
value.
III. Implementation of Measures for Shareholders and Other Stakeholders
1. Efforts Towards Activation of Shareholders’ Meeting and Facilitation of Exercising
Voting Rights
(1) Early Delivery of Notice of Convocation for the General Meeting of Shareholders
The Company sent the Notice of Convocation for the General Meeting of Shareholders 23 days
before the meeting.
(The Company held its General Meeting of Shareholders on June 24, 2015, and sent the Notice of
Convocation on June 1, 2015, for the fiscal year ended March 31, 2015.)
(2) Setting the Date for the General Meeting of Shareholders on a Date That Avoids the Day
When General Meetings Tend to be Concentrated
The Company held its General Meeting of Shareholders on June 24, 2015 and avoided the day when
general meetings tend to be concentrated.
(3) Exercise of Voting Rights via Electronic Means
a. The Company has introduced the exercise of voting rights over the Internet.
b. The Company has introduced the exercise of voting rights via the electronic voting platform for
institutional investors operated by ICJ, Inc.
(4) Participation in a Platform for the Electronic Exercise of Voting Rights and Other Initiatives to
Enhance the Environment for the Exercise of Voting Rights by Institutional Investors
The Company participates in a platform for the electronic exercise of voting rights in order to enhance
the environment for the exercise of voting rights by institutional investors. Furthermore, a portion of
the convocation notice is translated into English, and the convocation notice is disseminated early.
(5) Provision of a Convocation Notice (Summary) in English
A portion of the convocation notice is translated into English.
2. IR Activities
(1) Disclosure Policy
The Company has established the “IR Policy” which indicates the Purpose of IR Activities,
Basic Approach to IR Activities, Disclosure of IR Information, Framework for Disclosure of
IR Information and Quiet Period for IR Activities. The Company has also disclosed the IR Policy onto
its website.
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(2) Regular Meetings for Individual Investors
Explanations by representatives: Yes
The Company holds a conference for individual investors correspondingly. Furthermore, the
Company will continue to hold meetings for individual investors.
(3) Regular Meetings for Analysts and Institutional Investors
Explanations by representatives: Yes
Every quarter, the Company holds a teleconference with analysts and institutional investors on the
day it announces quarterly financial results. The teleconference is hosted by a director of the
Company and subsidiaries’ senior executives in charge of finance. In addition, Sony Financial
Holding holds a Corporate Strategy Meeting once a year, hosted by the Group top managements.
(4) Regular Meetings for Overseas Investors
Explanations by representatives: Yes
The Company top managements visit overseas investors in each region once a year to hold
one-on-one meetings in Europe, North America and Asia.
(5) Uploading IR Materials onto Website
The Company uploads earnings releases, annual reports and other disclosure materials onto its
website. The Company has also enhanced disclosure in English to ensure there are no material
disclosure gaps between the English and Japanese languages.
(6) IR-related Division
The Company has established the Corporate Communications & Investor Relations Department.
3. Efforts to Adopt a Stakeholder Standpoint
(1) Provisions within Internal Regulations for Respecting the Standpoint of Stakeholders
The Group recognizes that taking stakeholders’ concerns into account in management decision
making is an important part of ensuring sound business operations. Accordingly, the Group has
established an activity charter that it endeavors to follow in its operations.
(2) Environmental Protection and CSR Activities
The Company has established a CSR Basic Policy. Each of the companies in the Group conducts
voluntary and fund-raising activities, has acquired ISO 14001 certification (the international standard
for environmental management systems), has introduced a Green Power Certification system and
participates in various other social contribution and environmental activities.
IV. Basic Stance on Internal Control System and the Status of Establishment
1. Basic Policy on an Internal Control System
The Company’ Board of Directors formulated a Basic Policy on Establishing an Internal Control System
in compliance with Companies Act of Japan and associated enforcement regulations to ensure the
appropriateness of the Group company business activities. The Company has implemented and
operates an internal control system in line with this policy.
The basic policy was partially revised, and approved at a Board of Directors meeting taking into account
revisions in line with the revised Companies Act of Japan and associated enforcement regulations of
Japan promulgated on May 1, 2015. (The revisions include specifying the system for ensuring the
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appropriateness of the Group business activities, as well as enhancing and specifying of structure to
support auditing and for the gathering of information by auditors.)
[Basic Policy on Establishing an Internal Control System]
(1) System to ensure that the execution of duties by directors and employees complies with laws and
the Articles of Incorporation
i.
The Board of Directors establishes a code of conduct as a basic policy for compliance and makes
this code clear to the Company' executives, employees and subsidiaries.
ii.
The Board of Directors creates a compliance manual that provides specific compliance guidelines
and a compliance program that defines specific plans.
iii.
The Board of Directors creates a compliance supervisory department to promote its compliance
program. The compliance supervisory department regularly reports to the Board of Directors on the
progress of the compliance program.
iv.
The Board of Directors formulates the Basic Group Policy on Eradicating Anti-social Forces. This
policy describes the firm stance the Group takes to counter anti-social forces and build the structure
necessary to fulfill this policy.
v.
The Board of Directors establishes an internal hotline system and informs the Company' executives,
employees and subsidiaries about the system. This system allows employees or others who become
aware of corporate strategies, operations or other activities that contravene (or are in danger of
contravening) laws and regulations to report directly to a hotline desk. The system prohibits any
action from being taken against employees or others who provide such notification.
vi.
The Board of Directors creates the Group Information Security Policies and streamlines a structure to
properly control Group information assets, including customer information.
vii.
The Board of Directors creates the Conflicts of Interest Policy within the Group and ensures that the
necessary formats are in place to properly control transactions which have the potential to harm the
interests of customers.
viii.
The Board of Directors establishes an internal audit supervisory department, which is independent
from other operating departments. The internal audit supervisory department liaises and cooperates
with the statutory auditors and the accounting auditor; monitors and verifies, from an independent
and objective viewpoint, the implementation and operational status of the internal control system;
and reports regularly to the Board of Directors the status of internal audits.
ix.
The Board of Directors formulates the Basic Policy related to Group’s Internal Audits as well as
Internal Audit, and informs the Company’s executives and employees and subsidiaries of these.
(2) System for storing and managing information related to the execution of duties by directors
The Company establishes the Record-keeping Regulations to ensure that documents pertaining to the
execution of duties by directors, such as records of decisions at Board of Directors and Executive
Committee meetings, are appropriately stored and managed in accordance with these laws and
regulations.
(3) Systems of regulations related to risk management
i.
The Board of Directors formulates the Fundamental Principles for Risk Management Activities as a
basic policy on Group risk management and informs the Company’s executives, employees
and subsidiaries of these.
ii.
The Board of Directors establishes a risk management supervisory department to manage risks
appropriately for the Company and its subsidiaries, in accordance with each entity's scale,
characteristics and type of business model. This department reports regularly to the Board of
17
iii.
iv.
Directors on the status of risk management.
The Board of Directors evaluates the capital adequacy of subsidiaries to ensure that their levels of
capitalization are sufficient in light of the risks the Group directly faces and to
implement appropriate capital allocations. If necessary, the Board of Directors takes measures
designed to strengthen capital bases.
The Board of Directors creates the Basic Policy related to Group Business Continuity Risk
Management, as well as contingency plans, to build a system that enables the Group to respond
rapidly to a crisis and put in place measures to minimize the impact of these risks. The Board of
Directors makes these plans known to the Company’s executives, employees and subsidiaries.
(4) Systems to ensure the efficient execution of duties by directors
i.
The Board of Directors establishes approval regulations, organizational and task-sharing regulations
and other internal rules, and creates an appropriate structure for the efficient execution of duties.
ii.
The Board of Directors sets up an executive committee and delegates to this committee the
discussion and decision-making authority regarding execution of important corporate day-to-day
business activities.
iii.
The Board of Directors establishes the Business Plan Control Regulations, formulates and executes
non-consolidated and consolidated medium-term business plans and annual business plans, and
regularly confirms progress on business plans.
(5) System to ensure reliability of financial reporting
The Company maintains the necessary system to ensure reliability of financial reports, in accordance with
the Basic Policy regarding Group Financial Reporting.
(6) System to ensure the appropriateness of operations by the Company and the corporate group,
including the Company’s parent company and subsidiaries
i. In addition to exercising shareholder rights as a financial holding company, the Company makes
management control agreements with its subsidiaries, under which the Company manages
subsidiaries by requiring them to comply with the Group wide Basic Policy and to report and obtain
prior approval of the Company on matters necessary for ensuring the appropriateness of operations
of the Group, including subsidiaries.
ii.
Based on its Basic Policy on Management of Transactions within the Group, the Company
deliberates and examines the appropriateness and compliance of intra-Group transactions with
subsidiaries that have the potential to significantly impact the operations of the Group before the
commencement of those transactions. Such issues are resolved at or reported to the Board of
Directors. In addition, to protect minority interests, when conducting transactions with parent
company Sony Corporation (controlling shareholder) and its group companies, Sony Financial
Holdings and its subsidiaries duly confirm that these transactions are necessary and are entered into
under conditions that are not conspicuously divergent from those of typical transactions with third
parties.
iii.
The Company’s Audit Department takes responsibility for ensuring that subsidiaries have
appropriate internal control systems in place and monitors and verifies the results of internal and
third-party audits of subsidiaries.
iv.
The Company and its subsidiaries submit management information about the Group as
needed to the Company’s parent company and interact with the parent company's internal
audit supervisory department.
(7) Items pertaining to employees who are requested to assist statutory auditors in their duties
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If directors receive requests from statutory auditors for employees to be allocated to assist them in their
duties, the directors assign such personnel without delay.
(8) Independence from directors of employees assigned to assist statutory auditors referred to in (7)
above
i. Statutory auditors must agree to the appointment, removal and evaluations of employees assigned to
assist them in their duties.
ii.
Employees assigned to assist statutory auditors in their duties must exclusively follow the
instructions and directives of statutory auditors, once they are given.
(9) System for directors and employees to report to statutory auditors, and other reporting system
i.
If directors or employees are requested to provide reports regarding the execution of their business to
statutory auditors, they must do so immediately.
ii.
If directors or employees discover facts that could significantly affect the operations or financial
condition of the Company or its subsidiaries, they must report such discovery to the statutory auditors
immediately. No actions may be taken against persons providing such reports, while the information
provided via such report shall be shared among the Company’s executives, employees and
subsidiaries.
iii.
If directors or employees receive notification via the internal hotline system, they must report
immediately
to the statutory auditors.
(10) Other systems to ensure the effectiveness of audits by statutory auditors
i. Representative directors endeavor to forge and deepen relationships with statutory auditors based on
mutual understanding and trust by creating the environment that is necessary for audits by statutory
auditors.
ii. When statutory auditors request, the Company shall pay expenses or discharge obligations attendant
to requests for counsel, studies, expert opinion or other activities by attorneys, certified public
accountants or other outside specialists for the execution of statutory auditors’ duties, unless the
Company proves that such activities were not necessary to the execution.
2. Basic Policy on Eradicating Anti-social Forces
[Basic Group Policy on Eradicating Anti-social Forces]
The Group recognizes the importance of strictly avoiding any association with anti-social elements from the
perspectives of social responsibility, compliance and corporate defense. Accordingly, the Group has
formulated this basic policy to enforce its initiatives to shut out anti-social forces.
(1) Organizational response
Rather than at the individual or departmental level, the Group responds to anti-social forces at an
all-organizational level, from top management downward, and ensures the safety for all executives and
employees who respond.
(2) Cooperation with external organizations
To obtain appropriate counsel and cooperation, the Group collaborates closely on an ongoing basis with
outside specialists, including the police, centers for the elimination of violent groups and attorneys.
(3) Refusal of all relationships, including transactions
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The Group refuses to have any relationships with anti-social forces, including transactional relationships.
(4) Civil and criminal legal approaches to emergency situations
The Group strictly rejects unfounded demands by anti-social forces. Furthermore, the Group takes both civil
and criminal legal approaches, as necessary.
(5) Prohibition on backroom deals and provision of funds
The Group conducts absolutely no backroom deals with nor provides funds to anti-social forces.
[Structures for Eradicating Anti-social Forces]
・The Company sets up a department for dealing with anti-social forces
and appointed a person responsible for thwarting unreasonable demands.
・The Company collects information on anti-social forces by cooperating with specialized external
organizations.
V. Other
1. Takeover Defense: No
2. Other Corporate Governance Structures
The Company’s IR Policy is as follows:
[Purpose of IR Activities]
The Company strives to provide members of the investment community, including its shareholders,
investors, securities analysts and other market participants, with information related to the assessment of
corporate value in a timely, accurate and fair manner, as well as to facilitate sufficient dialogue. By
enhancing disclosure of management strategies and financial position, the Company makes efforts to gain
the trust of the investment community and obtain a fair corporate valuation from stakeholders.
Furthermore, the Company feeds market dialogue, evaluations and other information back to its senior
management and makes use of this information in its management in the aim of increasing corporate
value.
[Basic Approach to IR Activities]
1. The Company will clearly disclose the information necessary to assess its corporate value based on
the principles of promptness, accuracy, fairness and consistency.
2. The Company will engage with members of the investment community such as its shareholders,
investors, securities analysts and other market participants, in a sincere and direct manner in order to
establish relationships of trust.
3. The Company will promote IR activities led by the president and representative director, based on the
concerted effort of the entire the Group. The Company places importance on constructive dialogue
with its shareholders, investors, securities analysts and other market participants, and will strive to
take advantage of various opportunities to engage in dialogue, centered on senior management.
In addition to holding individual meetings, the Company will participate actively in events targeting
investors and securities analysts (including Company briefings, financial results briefings and IR fairs)
and enhance its disclosure of information through various IR tools (including corporate website and
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annual reports), thereby promoting efforts to deepen their understanding of the Company.
Furthermore, the Company will seek to expand opportunities for dialogue, taking into consideration
the medium- to long-term interests of its shareholders, investors, securities analysts and other market
participants.
4. The Company will periodically feed requests and evaluations from shareholders, investors, securities
analysts and other market participants through its IR activities back to its senior management by
reporting this information mainly to the Board of Directors.
[IR Organizational Structure]
The Company assigns a corporate executive to oversee IR activities and has established the Corporate
Communications & Investor Relations Department as the department in charge of IR activities. Through
this structure, the Company seeks to enhance its disclosure of information and dialogue. The department
in charge of IR activities shares information appropriately with the Company’s operating departments, as
well as Group companies.
[Disclosure of IR Information]
(1) Basic Stance
The Company will engage in timely disclosure in accordance with the Securities Listing Regulations
approved by the Tokyo Stock Exchange. The Company will also proactively disclose other information of
substantial interest to shareholders, investors, securities analysts and other market participants, as well as
information intended to promote an understanding of the Group. Furthermore, the Company will maintain
continuity and consistency in the information it discloses.
(2) Method of Disclosure

The Company will provide timely disclosure based on the Securities Listing Regulations through the
Timely Disclosure network (TDnet) of the Tokyo Stock Exchange, and will promptly make such
information available on the Company corporate website.

The Company strives to provide fair disclosure worldwide by making a full range of information
available on its corporate website, including information that is not required under disclosure
regulations.
(3) Framework for Disclosure
In order to promote timely disclosure, the Company has established the Rules and Regulations Related to
Timely Disclosure, and set up a Disclosure Committee (DC).
In the event that material information comes to light, the Company has a framework in place whereby the
Company’s corporate executives and employees, as well as managers responsible for the disclosure of
material information (hereinafter, the “Disclosure Managers”) of its subsidiaries, promptly report on this
information to the DC.
Furthermore, material corporate information that the Company must disclose is set forth in the Group
Guidelines for Reporting Important Information. These guidelines are made known to the Company’s
corporate executives and employees, as well as the Disclosure Managers of its subsidiaries.
Notes:

Roles of the DC
1. Assist the decision making of the President and Representative Director regarding the design,
introduction, evaluation and maintenance of the timely disclosure system.
2. Promptly and comprehensively collect material corporate information of Group companies. Discuss the
21
necessity of timely disclosure along with the accuracy, completeness, clarity and level of internal approval of
the content of timely disclosure, as well as the fairness and proactiveness of the announcement. Provide the
necessary information when authorized personnel must make decisions on the disclosure of said information.

Members and Secretariat of the DC
It comprises members of the Executive Committee, including executive directors and general managers from
each division. The Company has set up Secretariat at the Corporate Communications & Investor Relations
Department.
[Framework for Disclosure of IR Information]
With regard to framework for disclosure of IR Information, please refer to the last page of this report.
[Quiet Period for IR Activities]
In order to ensure fair disclosure of information and prevent the leak of material information regarding the
Group’s financial results prior to earnings announcements, the Company has established a quiet period
for IR activities. The Company observes a quiet period for IR activities from the second Monday of the
month following the end of every quarter until the earnings announcement. During this period, the
Company shall not, in principle, hold individual meetings, presentations about the Company and other
such events, and shall refrain from answering inquiries regarding the financial results.
[Control of Insider Information]
The Company has formulated the Basic Group Policy on Prevention of Insider Trading for the Group to
prevent leaks of information for timely disclosure. In addition, when engaging in dialogue individually with
shareholders, investors, securities analysts and other market participants, the Company has a policy of
always engaging multiple members to ensure thorough control in the handling of information. The
Company has also established the above-mentioned quiet period for IR activities, during which to prevent
disclosing selectively unannounced material information only to a specific number of people.
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