Please join in with our campaign to disclose individual remuneration of top five highest-paid directors of the Board at Sony.
May 23, 2005
To All Sony Corporation Shareholders,
Kabunushi (Shareholders) Ombudsman, a nonprofit organization consisting of lawyers, accountants, scholars and individual shareholders, was founded in Osaka in January 1996. Its goal is to keep watch on the activities of businesses and to improve disclosure regarding corporate governance in Japan.
Since 2002 we have submitted shareholder proposals to Sony, which ask to amend the articles of incorporation with respect to disclosure to shareholders of remuneration and other amounts paid to each director and corporate executive officer. On 25 June, last year, Stephen Davis's Global Proxy Watch said as follows regarding the voting outcome.
gInvestors this week sent record thumbs-down signals on pay secrecy to corporate Japan. At troubled Sony, the AGM on Tuesday saw more than 31% of votes defy management and back a dissident resolution advocating disclosure of individual remuneration of top executives and directors. The next day, 20% supported a similar proposal at booming Toyota. Osaka-based Kabunushi Ombudsman (KO), representing small investors, filed both. ----In the past five years, markets as diverse as Australia, France, South Africa and Hong Kong have joined the US and UK in mandating pay transparency. Japan is a holdout. Only Nikko Cordial and Tokyo Electron, with high percentages of foreign owners, plus tiny iconoclast People Co., now voluntarily disclose individual compensation. After the vote, Sony Chairman Nobuyuki Idei said his firm would now econsider the matter further.f He may have realized it won't go away.h
On January 28, 2005, we KO had a dialogue with Mr. Teruo Masaki, the Executive Deputy President at Sony Corporation in Tokyo. He basically said to us as follows. The majority of shareholders who voted for the shareholder resolution were institutional inventors in foreign countries where laws and rules require all listed companies to disclose individual remuneration of directors. Just because American institutional shareholders support the resolution doesnft mean that the same goes for Japanese shareholders. We donft think that disclosing directors salaries at the sacrifice of their privacy will contribute to the improvement of Sony Corporationfs governance.
According to the news release Mr. Howard Stringer will succeed Mr. Idei as 1st Sony foreign CEO and other seven members of the Board will resign from their respective Board memberships at the AGM on June 22, 2005 in Tokyo. This is the time to fulfill our proposal. This time we submit the shareholder resolution to ask the Board to disclose individual remuneration of top five highest-paid directors in a feasible manner. We believe if the Board decides to disclose individual remuneration of top five highest-paid directors, the global reputation of Sony will increase as the corporation with higher transparency and sound corporate governance. But we can't do anything without your cooperation. Please join in with our campaign to realize pay transparency at Sony and vote for our shareholder resolution.
Representative of Kabunushi Ombudsman Professor, Faculty of Economics, Kansai University