On June 18, Sony held its 102nd Ordinary General Meeting of Shareholders, where 13 Members of the Board were appointed. Of these, four of them are joining our Board for the first time, including Totoki-san.

In a previous blog post, I introduced our new management structure effective April 1, and so this time I would like to cover the topic of our Board of Directors, who are approved at the Meeting of Shareholders, and whose role is to oversee Sony's executive structure. While this topic may be somewhat removed from everyone's daily work, the Board of Directors is an essential mechanism for continuing to be a sustainable company and ensuring that management functions in an orderly and disciplined manner, so I hope that you find this an interesting insight into an important aspect of our corporate governance.

At the Board of Directors Dinner for Incoming and Outgoing Members
(click image to show names)

■ The Role of the Board of Directors

Firstly, the role of Sony's Board of Directors is essentially to act as a supervisory function that appoints an executive leadership team centering around the CEO, and then provides objective oversight for the managerial execution of that leadership team from the perspective of shareholders and other external stakeholders. Every year, the members of the Board of Directors are appointed at the Shareholders' Meeting. One can say that one of the biggest functions of the Shareholder's Meeting is to appoint the Board of Directors.

At the Shareholder's Meeting held yesterday, four members including Totoki-san were newly appointed, alongside nine reappointed members including myself, representing a total of 13 Directors. At Sony, the 11 Directors other than Totoki-san and myself, do not serve any executive functions in the company's daily operations. And in the interests of maintaining that separation between oversight and management roles, the Chairman of the Board at Sony is also fulfilled by an outside Director. While it is quite common practice in the US and Europe, there are still very few companies in Japan where an outside Director serves as Chairman of the Board, where the percentage of outside Directors is as high, and where the separation between oversight and management roles is as advanced as Sony.

At Board Meetings, which are held almost every two months, important items related to the overall company, such as our corporate direction and various aspects of our business portfolio are shared with the Board and thoroughly debated. For example, the definition of Sony's Purpose & Values, our quarterly earnings announcements, the contents of our Corporate Strategy Meetings, and important investment decisions are all reported to and discussed with the Board. In addition, we also hold workshops and site visits for our Board Members to provide opportunities to further their understanding of Sony's businesses.

■ A Thank You to Departing Board Members

As of this year's Shareholders' Meeting, Hirai-san; Osamu Nagayama, who served on the Board for nine years, with six of those as Chairman of the Board; and Eikoh Harada, an outside Director for six years, have retired from the Board. I would like to take this opportunity to express my heartfelt gratitude for their contribution over many years and for sharing their invaluable guidance and insight with Sony's management team.

As I mentioned during May's Management Conference, Hirai-san and I spent four years working together as CEO and CFO, respectively, and one year as Chairman and CEO, and in that time, I learnt a great deal from him. There are three elements of Hirai-san's approach that will continue to be an important part of our future direction. The first is kando. As conveyed in Sony's Purpose that I newly defined this year, delivering kando remains at the core of Sony's existence. The second is One Sony. This means leveraging Sony's diverse business portfolio and creating customer value in ways that are uniquely Sony. The third is diverse opinions. This means respecting individual values and mindsets, and engaging in open dialogue. It is vital that we put these valuable lessons from Hirai-san's leadership to good use, as we work to evolve the company even further moving forward.

■ Newly Appointed Board Members

Next, I would like to introduce the three new members of our Board of Directors and the new Chairman of the Board, who were officially appointed at the Meeting of Shareholders. Suitably for a company with diverse global operations like Sony, each brings abundant international experience, along with extensive business achievements and expertise.

Sakie Akiyama	Wendy Becker	Yoshihiko Hatanaka	Shuzo Sumi

Sakie Akiyama began her career as an international management consultant before establishing and successfully growing her own industrial robotics company, manufacturing robots that inspect electronic circuit boards. She also has extensive experience serving as a committee member for various councils and working groups, including government agencies.

Wendy Becker possesses a wealth of experience of the consulting industry across both North America and Europe, and has performed key management roles at various communications and technology companies. Originally hailing from the United States, she is an executive with truly global experience, and currently resides in the UK.

Yoshihiko Hatanaka's career in the pharmaceutical business has taken him overseas to markets including the US and Europe, and during his time in charge of corporate planning, his achievements included the execution of key business mergers. This provided him with extensive experience and expertise in multinational company management. It is no exaggeration to say that Hatanaka-san's handling of two pharmaceutical companies' integration has served as a model example on how to conduct corporate mergers, and I believe it will prove valuable insight for Sony as well.

Furthermore, Shuzo Sumi, who has been serving as Vice Chairman since last year, has now taken the role of Chairman of the Board.

I often bring up the topic of diversity in relation to our businesses and employees, but I believe that diversity among our Board of Directors is also an important priority, precisely because we possess such a diverse array of businesses. Currently, among our 11 external Directors, four are women and three are non-Japanese nationals. In terms of diverse representation, I feel we are making steady progress, but I am also aware that there is still much room for improvement on this front.

■ Oversight and Management

Lastly, I want to touch on the relationship between oversight and executive management. I believe, the executive side has two responsibilities: the responsibility to provide accountability and the responsibility to deliver results. And, the Directors who oversee executive management, have the authority to dismiss and newly appoint the representation for the executive team following due review at the Nominating Committee, if the executive side is unable to fulfill those responsibilities. I believe this is an extremely healthy relationship with a sense of urgency.

Sony is a company of rare breadth and diversity. And although it may be somewhat removed from all of your day-to-day responsibilities, in today's blog I wanted to provide an introduction to our governance structure. Interviews with our newly appointed Directors will be uploaded to Inter Sony Global in the near future, so I hope you will all take the opportunity to read them, and take all that you can from the new perspectives they share.

[ Related Articles ]
■ Toshiko Oka, "Now is the Chance for Everyone at Sony to Make the Most of Yourselves." (Jan 21, 2019)
■ Shuzo Sumi, "I Value Integrity Above All Else" (Aug 29, 2017)
■ Kunihito Minakawa, "Be Assertive and Unleash Your Potential" (Aug 24, 2017)
■ Tim Schaaff, "Sony's great strength lies in the depth and breadth of knowledge and skill we have to create hardware that does amazing things." (Dec 19, 2013)
■ Corporate Governance (Dec 17, 2018)