EX-1.3 CHARTER OF THE BOARD OF DIRECTORS

(TRANSLATION)

CHARTER OF THE BOARD OF DIRECTORS
OF
SONY CORPORATION


Article 1.		(Purpose of Charter)

The purpose of this Charter of the Board of Directors (hereinafter referred to as the “Board of Directors”) of Sony Corporation (hereinafter referred to as the “Corporation”) is to set forth the fundamental governance principles for the Board of Directors and the other corporate governance organs related to the Board of Directors, subject to applicable law and the Articles of Incorporation. The Board of Directors and such corporate governance organs shall follow this Charter, as well as applicable law and the Articles of Incorporation.


Article 2.		(Purpose and Duties of Board of Directors)

(1)		The purpose of the Board of Directors shall be to promote the management of Sony Group towards the enhancement of the corporate value of Sony Group.

(2)		The Board of Directors shall perform the following duties in furtherance of the purpose set forth in the preceding paragraph:

			Determine fundamental management policies of Sony Group and other matters to be approved by the Board of Directors pursuant to applicable law, the Articles of Incorporation and this Charter.

	‚		Supervise the performance of the duties of Directors and Corporate Executive Officers and the performance of Sony Group’s business operations.


Article 3.		(Constitution of Board of Directors)

The Board of Directors shall consist of not fewer than ten (10) Directors and not more than twenty (20) Directors.


Article 4.		(Director Qualifications)

(1)

Directors shall satisfy all of the following qualifications:

Shall not be a director, statutory auditor, corporate executive officer, general manager or an employee of any company in competition with

			Sony Group in any of Sony Group’s principal business domains (hereinafter referred to as “Competing Companies”) or own three percent (3%) or more of shares of any Competing Companies.

	‚		Shall not be or have been a representative partner or partner of any independent auditor of Sony Group during the past five (5) years before being nominated as a Director.

	ƒ		Shall not have any connection with any matter that may cause a material conflict of interest in performing the duties of a Director.

(2)		Directors who are Corporate Executive Officers shall satisfy the following qualification:

		Shall, in their roles as Corporate Executive Officers, be those responsible for determining the fundamental policies and strategies regarding the management and governance of Sony Group.

(3)		Outside Directors shall satisfy all of the following qualifications:

			Shall not receive one (1) million yen or more per year from Sony Group in addition to the compensation received as a Director.

	‚		Shall not be a director, statutory auditor, corporate executive officer, general manager or an employee of any company whose aggregate amount of transactions with Sony Group exceeds two percent (2%) of the annual consolidated sales of such company.

	ƒ		Shall not have any connection with any matter that may impair the person’s independence in performing the duties of a Director.


Article 5.		(Re-election of Outside Directors)

Outside Directors may be re-elected a maximum of five (5) times, unless otherwise consented to by all Directors.


Article 6.		(Chairman of the Board and Vice Chairmen of the Board)

(1)

The Chairman of the Board of Directors (hereinafter referred to as the “Chairman of the Board”) shall be appointed by a resolution of the Board of Directors from among Directors not being in office as Representative Corporate Executive Officers.

(2)		The Chairman of the Board shall convene meetings of the Board of Directors, determine the agenda of such meetings and perform such acts as provided in this Charter.

(3)		When the Chairman of the Board 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 act as the Chairman of the Board.

(4)		The Board of Directors may appoint one (1) or more vice chairmen of the Board of Directors (hereinafter referred to as the “Vice Chairmen of the Board”) from among Directors not being in office as Representative Corporate Executive Officers. Vice Chairmen of the Board shall assist the Chairman of the Board.

(5)		The Chairman of the Board and Vice Chairmen of the Board may attend meetings of the committees set out in Article 14, Paragraph 1 (hereinafter each referred to as a “Committee” and collectively as the “Committees”) as an observer. The Chairman of the Board and Vice Chairmen of the Board shall not have a right to vote at such Committees.

(6)		The Chairman of the Board and Vice Chairmen of the Board may invite any person, as deemed necessary, to attend meetings of the Board of Directors and to report or express his or her opinion.


Article 7.		(Meetings of Board of Directors)

(1)		Meetings of the Board of Directors shall be held at least once each three (3) months and at least six (6) times per year and additionally when necessary.

(2)		The Board of Directors shall set its annual meeting schedule, activity plan and budget plan.


Article 8.		(Convocation of Meetings of Board of Directors)

(1)		Meetings of the Board of Directors, as provided in Article 6, Paragraph 2, shall, as a general rule, be convened by the Chairman of the Board.

(2)		If a Committee deems it necessary by adopting a resolution of such Committee to convene a meeting of the Board of Directors, the Chairman of the Committee shall upon appointment by the relevant Committee request the Chairman of the Board to convene a meeting of the Board of Directors pursuant to Paragraph 4 of this Article, and the Chairman of the Board shall convene a meeting of the Board of Directors. The Chairman of the Committee may convene a meeting of the Board of Directors if the Chairman

		of the Board does not convene the meeting despite such request.

(3)		To convene a meeting of the Board of Directors, notice of the meeting setting out the date, location and agenda of the meeting (with backup materials, if necessary) shall be sent to each Director at least five (5) days prior to the date set for the meeting (such notice may be sent by electronic means such as e-mails with the consent of the relevant Director(s)). In the case of urgency, such notice period may be shortened. Meetings may be convened without following these convocation procedures with the consent of all Directors.

(4)		Except for the Chairman of the Board, all Directors and Corporate Executive Officers may submit an agenda in writing (with backup materials, if necessary) to the Chairman of the Board and request the Chairman of the Board to convene a meeting of the Board of Directors. With the approval of the Chairman of the Board, the agenda and necessary backup materials may be submitted to him/her by electronic means such as e-mails.

(5)		In the event a request for a meeting referred to in the preceding paragraph is made, and if, within five (5) days of such request, a notice of convocation of a meeting within two (2) weeks of the date of the request is not issued, the Director or Corporate Executive Officer who made the request may convene a meeting of the Board of Directors.


Article 9.		(Agenda of Board of Directors)

(1)		Unless otherwise provided by law or the Articles of Incorporation, the agenda of the Board of Directors shall be determined by the Chairman of the Board, in accordance with submissions made by Directors and Corporate Executive Officers, or upon his/her own decision as the Chairman of the Board.

(2)		The Director or Corporate Executive Officer who made a submission under the preceding paragraph to the Chairman of the Board may request the Chairman of the Board to withdraw such submission.


Article 10.		(Quorum and Resolutions of Board of Directors)

(1)		A quorum of a meeting of the Board of Directors shall be a majority of all Directors who may participate in a resolution, and a resolution of the Board of Directors shall be decided by a majority of the directors present.

(2)		No Director who has a conflict of interest with respect to an agenda item shall participate in the deliberation or any decision in connection with such agenda item.

(3)

Notwithstanding Paragraph 1 of this Article, in the event a Director proposes a matter to be resolved by the Board of Directors and then all of the Directors who may participate in a resolution of such proposal unanimously consent to such proposal in writing or electronically, the Board of Directors shall be deemed to have approved such proposal.


Article 11.		(Matters to be Decided by Board of Directors)

(1)		The matters requiring decision by the Board of Directors are those set forth in Appendix 1 of this Charter and such other matters as provided by law or the Articles of Incorporation.

(2)		Determination of matters not included in the preceding paragraph shall be delegated to Corporate Executive Officers, subject to a resolution of the Board of Directors.


Article 12.		(Matters to be reported to Board of Directors)

(1)		Matters to be reported to the Board of Directors are those set forth in Appendix 2 of this Charter and such other matters as provided by law or the Articles of Incorporation.

(2)		Notwithstanding Paragraph 1 of this Article, in the event a Corporate Executive Officer or a Director provides to all Directors the required report, a formal report at the Board of Directors meeting may be omitted, provided, however, that in no event, may a report required under Article 20, Paragraph 4, be omitted.


Article 13.		(Minutes of Board of Directors)

(1)		With respect to proceedings at meetings of the Board of Directors, minutes shall be prepared in writing or electronically and kept at the head office of the Corporation for ten (10) years from the date of the meeting.

(2)		All proceedings at meetings of the Board of Directors, the results thereof and any other matters as provided by law shall be recorded in the minutes, and the Directors present shall affix their names and seals thereon or put their electronic signatures thereon. Notwithstanding the above, in the case of minutes that record matters deemed to have been approved by the Board of Directors pursuant to Article 10, Paragraph 3, the Directors who have participated in such resolution shall affix their names and seals thereon or put their electronic signatures thereon, and in the case of the minutes that record

		matters omitted to be reported to the Board of Directors pursuant to Article 12, Paragraph 2, all of the Directors shall affix their names and seals thereon or put their electronic signatures thereon.

(3)		Unless otherwise provided by law, any person other than a Director may examine or copy the minutes of the Board of Directors upon the approval of the Chairman of the Board or a Vice Chairman of the Board. The Chairman of the Board and the Vice Chairman of the Board may have the administrative office of the Board of Directors provide such approval.


Article 14.		(Committees)

(1)		The Corporation has a Nominating Committee, Audit Committee and Compensation Committee. The matters related to each Committee, unless otherwise provided in this Charter, shall be set forth in the Charter of each Committee as determined by the Board of Directors (hereinafter referred to as the “Charter of the Committee”).

(2)		The Board of Directors shall appoint and remove members of each Committee and a Chairman of each Committee, pursuant to law, the Articles of Incorporation and this Charter.

(3)		Any Director may examine and make copies of minutes of a Committee meeting.

(4)		Unless otherwise provided by law, any person other than a Director may examine or copy the minutes of each Committee only with the approval of the Chairman of such Committee. The Chairman of each Committee may have the administrative office of such Committee provide such approval.


Article 15.		(Constitution of Nominating Committee)

(1)		The Nominating Committee shall consist of at least five (5) Directors, the majority of whom shall be outside Directors. At least two (2) Directors of the Nominating Committee shall be Corporate Executive Officers.

(2)		The term of office of a member of the Nominating Committee (hereinafter referred to as a “Nominating Committee Member”) who is an outside Director may be up to four (4) consecutive years, provided, however, such term may be extended with the consent of all Directors. In determining whether to appoint or remove a Nominating Committee Member, continuity of the Nominating Committee shall be duly taken into account.


Article 16.		(Constitution of Audit Committee)

(1)		The Audit Committee shall consist of at least three (3) Directors, the majority of whom shall be outside Directors.

(2)		Each member of the Audit Committee (hereinafter referred to as an “Audit Committee Member”) shall satisfy all of the following qualifications:

			Shall not be a director, corporate executive officer, accounting counselor, general manager or an employee of Sony Group.

	‚		Shall meet the independence requirements or such other equivalent requirements of the U.S. securities regulations applicable to the Corporation.

		Moreover, at least one (1) Audit Committee Member shall meet the audit committee financial expert requirements or such other equivalent requirements of the U.S. securities regulations applicable to the Corporation. The Board of Directors shall determine whether or not such Audit Committee Member meets these requirements.

(3)		No Audit Committee Member shall become, as a general rule, a member of the Nominating Committee or the Compensation Committee.

(4)		The term of office of an Audit Committee Member who is an outside Director may be up to six (6) consecutive years, provided, however, such term may be extended with the consent of all Directors. In determining whether to appoint or remove an Audit Committee Member, continuity of the Audit Committee shall be duly taken into account.


Article 17.		(Constitution of Compensation Committee)

(1)		The Compensation Committee shall consist of at least three (3) Directors, the majority of whom shall be outside Directors and, as a general rule, at least one (1) Director of the Compensation Committee shall be a Corporate Executive Officer, provided however, a Director who is a CEO (Chief Executive Officer) or a COO (Chief Operating Officer) of Sony Group or at any equivalent position shall not be a member of the Compensation Committee (hereinafter referred to as a “Compensation Committee Member”).

(2)		The term of office of a Compensation Committee Member who is an outside Director may be up to four (4) consecutive years, provided, however, such term may be extended with the consent of all Directors. In determining whether to appoint or remove a Compensation Committee Member, continuity of the Compensation Committee shall be duly taken into account.


Article 18.		(Chairman of Committees)

(1)		A Chairman of each Committee shall be appointed by a resolution of the Board of Directors and shall be an outside Director of such Committee.

(2)		The Chairman of each Committee shall convene meetings of the Committee, set the agenda of the Committee, and perform the acts provided in this Charter or the Charter of the Committee.

(3)		When a Chairman of a Committee is unable to act, another Director of such Committee shall act as Chairman of the Committee, upon an order of priority previously determined by a resolution of the Board of Directors.


Article 19.		(Optional Committees)

The Board of Directors may, in addition to the Nominating Committee, Compensation Committee and Audit Committee, establish committees consisting of all or some of the Directors, Corporate Executive Officers and other senior management.


Article 20.		(Corporate Executive Officers and Representative Corporate Executive Officers)

(1)		The Board of Directors shall appoint Corporate Executive Officers and shall appoint Representative Corporate Executive Officers from among the Corporate Executive Officers who, as a general rule, are Directors.

(2)		The Board of Directors may remove Corporate Executive Officers and Representative Corporate Executive Officers at any time.

(3)		The Board of Directors shall determine the relationship among Corporate Executive Officers, including but not limited to assignment of their duties and the supervising and directing relationships among them.

(4)		Each Corporate Executive Officer shall report to the Board of Directors the status of the performance of their duties at least once each three (3) months directly or through other Corporate Executive Officers.

(5)		The Board of Directors may require Corporate Executive Officers to attend meetings of the Board of Directors and to explain such matters as may be requested by the Board of Directors.


Article 21.		(Administrative Office)

(1)

The Board of Directors shall have an administrative office to administer the business of the Board of Directors.

(2)

Administrative offices of the Nominating Committee, Compensation Committee and Audit Committee shall be established in the administrative office of the Board of Directors.


Article 22.		(Expenses)

The Board of Directors shall charge the Corporation for necessary expenses incurred in accordance with the activity plan and budget plan provided in Article 7, Paragraph 2, including fees for outside consultants, outside attorneys and other experts retained by the Board of Directors as it deems necessary to perform its duties.


Article 23.		(Modification or Abolition)

The modification or abolition of this Charter is subject to a resolution of the Board of Directors.

ADDENDUM

This Charter shall come into force on June 20, 2003.


Amended:		June 22, 2004 (*Amendment to Appendix 1 to be effective on July 1, 2004) June 22, 2005 October 26, 2005 June 22, 2006

Appendix 1: Matters to be decided by Board of Directors

1.		General meetings of shareholders

		Determination of the convocation of a meeting and the contents of the agenda to be submitted to a general meeting of shareholders (excluding the agenda items regarding the determination of Director candidates and the appointment, removal and non-reappointment of independent auditors)

2.		Shares and reorganization of the Corporation

	2.1		Listing of shares on stock exchanges and delisting of such shares

	2.2		Transfer or assignment of all or a substantial part of the business, lease of all the business, and delegation of authority to management, of the Corporation; entering into, terminating, and amending agreements regarding the distribution of all profits and losses with any other companies, or a takeover of all of the business of another company (excluding simplified takeovers)

	2.3		Determination of the content of proposals to be presented to a general meetings of shareholders for a stock for stock exchange, stock transfer, corporate separation, merger, acquisition or any other reorganization of the Corporation (excluding simplified stock for stock transactions, corporate separations, mergers and acquisitions)

	2.4		Issuance of shares or stock acquisition rights or sale of repurchased shares constituting not less than 5% of the total issued shares

	2.5		Issuance of shares or stock acquisition rights or sale of repurchased shares at a specially favorable price or condition

	2.6		Determination of purchase by the Corporation of its own shares

	2.7		Determination to implement stock price-based compensation of Sony Group

Settlement of accounts, financial statements and dividends

	3.1		Approval of non-consolidated financial statements and appended schedules and consolidated financial statements

	3.2		Approval of business report and appended schedules

	3.3		Determination of dividends and interim dividends and, if paid, the amount and date of payment

Board of Directors, Committees and Directors

4.1

Execution, abolition and modification of the Charter of the Board of Directors,

			Nominating Committee, Audit Committee, Compensation Committee or any other committee designated by the Board

	4.2		Determination of the Chairman of the Board and the Vice Chairmen of the Board; determination of the order of substitution of the Chairman of the Board

	4.3		Appointment and removal of members of each Committee

	4.4		Appointment of a Chairman of each Committee; determination of the order of substitution for the Chairmen of Committees

	4.5		Determination of any reduction in liability of Directors to the Corporation pursuant to the Articles of Incorporation

	4.6		Determination of the contents of limitation of liability agreements with outside Directors

	4.7		Approval of competitive transactions engaged in by Directors or transactions entered into by Directors with Sony Group on their own behalf

	4.8		Approval of a Director who is a director, corporate executive officer, statutory auditor, employee or holds any position in a company or a party, which may result in the Director engaging in competitive transactions or transactions on his or her own behalf

	4.9		Determination of matters to be reported to the Board of Directors from Committees, Corporate Executive Officers and employees

	4.10		Determination whether or not an Audit Committee Member is an “Audit Committee Financial Expert”

	4.11		Determination of matters necessary for the Audit Committee to execute its duties including:

	4.11.1		Matters regarding employees who support the execution of the duties of the Audit Committee

	4.11.2		Matters regarding the independence of employees who support the Audit Committee in the execution of its duties, from Corporate Executive Officers

	4.11.3		Matters regarding the system of reporting to the Audit Committee by Corporate Executive Officers or employees and others

	4.11.4		Other systems to ensure effective audit by the Audit Committee

	4.12.		Execution, modification or abolition of regulations concerning the treatment of Directors

	4.13		Determination of matters regarding the independence of the manager of the administrative office of the Board of Directors from Corporate Executive Officers

4.14.

Determination of the contents of directors’ and officers’ liability insurance and amendments thereof

Corporate Executive Officers and Other Senior Management

	5.1		Appointment and removal of Corporate Executive Officers

	5.2		Appointment and removal of Representative Corporate Executive Officers

	5.3		Determination of matters regarding the relationship among Corporate Executive Officers, including but not limited to their duties and the supervising and directing relationship among them

	5.3.1		Assignment of the duties and powers of Corporate Executive Officers

	5.3.2		Organization charts and other materials setting out the relationship among Corporate Executive Officers

	5.3.3		Establishment of the Group Executive Committee, determination of members, function, and issues on which discussion in such committee must be made

	5.4		Approval of Corporate Executive Officers engaging in competitive transactions or transactions on their own behalf

	5.5		Approval of a Corporate Executive Officer who is a director, corporate executive officer, statutory auditor, employee or holds any other position in a company or party which may result in the Corporate Executive Officer engaging in competitive transactions or transactions with Sony Group on his or her own behalf

	5.6		Determination of any reduction in liability of Corporate Executive Officers to the Corporation pursuant to the Articles of Incorporation

	5.7		Execution, modification or abolishment of regulations concerning the treatment of Corporate Executive Officers and senior management of Sony Group

Fundamental management policies of Sony Group

6.1

Structure of internal governance of Sony Group

6.1.1

Approval of fundamental matters related to the internal corporate governance of Sony Group and the Corporation

	6.1.1.1		Sony Group Code of Conduct

	6.1.1.2		Matters related to improvement of governance-related structures of Sony Group and the Corporation

	6.1.1.3		Systems to ensure Corporate Executive Officers’ compliance

with laws and Articles of Incorporation and systems to ensure the adequacy of the business of Sony Group

	6.1.1.3.1		Systems to ensure the Corporate Executive Officers’ and employees’ compliance with laws and Articles of Incorporation

	6.1.1.3.2		Systems regarding the retention/management of information relating to duties of the Corporate Executive Officers

	6.1.1.3.3		Systems regarding rules and other structures of risk management

	6.1.1.3.4		Systems to ensure the Corporate Executive Officers’ efficient execution of their duties

	6.1.1.3.5		Systems to ensure the adequacy of the business of Sony Group

	6.1.1.4		Global Policy on Insider Trading Prevention and Regulations for Prevention of Insider Trading

	6.1.1.5		Any other matters related to the fundamentals of internal corporate governance

6.2.

Approval of mid-term plan (consolidated/segments)

	6.2.1		Mid/long-term management policies

	6.2.2		Mid/long-term material commitments

6.3

Approval of annual business plan (consolidated/segments)

	6.3.1		Annual management policies and prioritized measures (consolidated/segments)

	6.3.2		Key performance indicators (KPI)

	6.3.2.1		Sales, profits and cash flow

	6.3.2.2		Capital expenditures, investments, cost allocations and inventories

	6.3.2.3		EVA

	6.4		Approval of substantial changes to the annual business plan

	6.5		Approval of material matters, including transfers or takeovers of material assets and loans or credit enhancement of large amounts

	6.6		Determination and amendment of other fundamental management policies of Sony Group (including fundamental management policies of the Corporation)

Others

	7.1		Determination of persons to represent the Corporation in the event of litigation between the Corporation and the Directors, including Audit Committee Members

	7.2		Determination of the content of remedial measures or any other actions by the Board of Directors regarding matters reported to the Board of Directors by Committees, Corporate Executive Officers or any other employee that require such remedial measures or any other actions by the Board of Directors

	7.3		Any other matters required to be approved by the Board of Directors by applicable law

Appendix 2: Matters to be Reported to Board of Directors

The following matters shall be reported to the Board of Directors in advance, to the extent possible (not including matters which require to be reported to Committees under the each Charter of the Committee set forth in Article 14, Paragraph 1 of this Charter.)

Matters regarding the performance of duties of Corporate Executive Officers

1.1

Report of consolidated results

	1.1.1		Quarterly results and annual forecasts

	1.1.2		Material discrepancies between planned and actual performance

1.2

Matters that materially affect the Sony Group

1.2.1

Matters that may materially injure Sony brand

	1.2.2		Matters that may materially affect the interests of shareholders and other stakeholders

	1.2.3		Matters related to investigations and litigation regarding material violations of antitrust laws, securities laws and other laws

	1.2.4		Establishment and amendment of the material management structure of Sony Group

	1.2.5		Material amendments to accounting policies and principles of the Sony Group

	1.2.6		Any other matters that may materially affect the Sony Group

IR and Disclosure

	2.1		Release of results and forecasts

	2.2		Contents of the Annual Report to shareholders, Japanese annual report (Yukashoken Houkokusyo) and semi-annual report (Hanki Houkokusyo) under the Japanese Securities and Exchange Law, Form-20F to the U.S. Securities and Exchange Commission, and any other equivalent material disclosure of company information

Matters to be reported by Nominating Committee

3.1

Content of the deliberations of the Nominating Committee and the results thereof

Matters to be reported by Compensation Committee

4.1

Content of the deliberations of the Compensation Committee and the results thereof

Matters to be reported by Audit Committee and Audit Committee Members

	5.1		Content of the deliberations of the Audit Committee and the results thereof

	5.2		If defects arise regarding matters necessary for the Audit Committee to perform its duties, subject to the Company Law, the content of such defects

	5.3		Any violation or suspected violation of any applicable law or the Articles of Incorporation by a Director or Corporate Executive Officer

6.		Other matters that Directors or Corporate Executive Officers deem necessary to report to the Board of Directors

7.		Other matters required to be reported to the Board of Directors by applicable law

Materials to be submitted to Directors

1.		Minutes of the Nominating Committee

2.		Minutes of the Audit Committee

3.		Minutes of the Compensation Committee

4.		Monthly consolidated accounting reports

5.		Other materials requested by the Directors