SHAREHOLDER'S PROPOSALS (PROPOSALS 9 and 10) TO SONY FOR THE GENERAL MEETING IN 2002.
Proposals 9 and 10 are proposed by 41 shareholders who hold 769 voting rights.
9. To amend the Articles of Incorporation with respect to disclosure to shareholders of the remuneration and/or retirement allowances, etc. paid, given or granted or to be paid, given or granted to each of the Directors and Statutory Auditors. (Part 1)
(1) Point of Proposal
The following new Articles shall be added to the Articles of Incorporation:
(i) "With respect to the amount of the remuneration and/or bonus for Directors and Statutory Auditors paid during each fiscal year, the amount paid to each of the Directors and Statutory Auditors shall be disclosed in the reference documents attached to the convocation notice for the ordinary general meeting of shareholders held with respect to such fiscal year."；and
(ii) "When the agendum for approval of the retirement allowances to be paid to the Directors and Statutory Auditors is to be proposed at the general meeting of shareholders, the amount to be paid to each of the retiring Directors and Statutory Auditors shall be specified in such agendum."
(2) Reason for Proposal
It is a principal rule under the Commercial Code that the remuneration and/or retirement allowance for directors or statutory auditors be determined by resolutions of the general meeting of shareholders.
However, the Corporation determines such remuneration and/or retirement allowance by resolutions of the Board of Directors or other similar procedures, and no disclosure shareholders of the amount paid to each director or statutory auditor has been made in order to protect the privacy of directors or statutory auditors. Nevertheless, the directors owe a duty to the shareholders to inform the shareholders of the amount of remuneration and/or retirement allowance paid separately to each director and statutory auditor to whom the operation of the Corporation is entrusted by the shareholders.
The Corporation has developed and engages
in business activities globally, and a high percentage of its
stockholding is held by non-Japanese entities or individual
shareholders. Under these circumstances, the disclosure by the
Corporation, as the first Japanese corporation making such
disclosure, of the amount of remuneration and/or retirement
allowance paid to each separate director or statutory auditor
will increase the global reputation of the Corporation as a
business organization that has transparency and advanced
disclosure, and will be responsive to the entrustment by the
shareholders; thereby the corporate value the Corporation will
10. To amend the Articles of Incorporation with respect to the proposal for election of Directors, based upon the fundamental principles under the Basic Law for a Gender-equal Society. (Part 2)
(1) Point of Proposal
The following new Article Shall be added to the Articles of lncorporation:
"When a proposal for election of Directors is made at a general meeting of shareholders, such proposal shall be made based upon the fundamental principles underlying the Basic Law for a Gender-equal Society."
(2) Reason for Proposal
Article 5 of the Basic Law for a Gender-equal Society provides that a gender-equal society should provide equal opportunities, regardless of gender, for joint participation in the planning and decision making of policy of the national or municipal government and of private entities, which opportunities are made available to everyone as equally-treated members of the society.
In the light of the current constituent ratio of both genders of shareholders and employees of the Corporation, it is a social expectation that the Corporation would make arrangements to have female Director(s). If the Corporation endeavors to search widely for a suitable person for that purpose, including those person(s) who could be appointed as outside Director(s), then the Corporation will certainly obtain them.
In the case of U.S. corporations, according
to a report in 2000 by Fortune 500, the ratio of female directors
thereof was 11.7% (l2.5% in the case of corporate executive
officers). If the Corporation carries out this proposal, the
Corporation, as a global business organization whose ADRs are
listed on the New York Stock Exchange, will achieve a better
reputation and greater confidence with respect to the
Corporation's corporate governance and will be responsive to the
entrustment by the shareholders;
thereby the corporate value of the Corporation will increase.