SNE » Topics » Memorandum and Articles of Association

This excerpt taken from the SNE 20-F filed Jun 23, 2009.
Memorandum and Articles of Association
 
Organization
 
Sony Corporation is a joint stock corporation (Kabushiki Kaisha) incorporated in Japan under the Companies Act (Kaishaho) of Japan.  It is registered in the Commercial Register (Shogyo Tokibo) maintained by the Minato Branch Office of the Tokyo Bureau of Legal Affairs.
 
Objects and purposes
 
The Articles of Incorporation of Sony Corporation provide that its purpose is to engage in the following business activities:
 
  (i)  manufacture and sale of electronic and electrical machines and equipment, medical instruments, optical instruments and other equipment, machines and instruments;
 
  (ii)  planning, production and sale of audio-visual software and computer software programs;
 
  (iii)  manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial products, textile products, paper products and wood-crafted articles, daily necessities, foodstuffs and toys, transportation machines, equipment, petroleum and coal products;
 
  (iv)  real estate activities, construction business, transportation business and warehousing business;
 
  (v)  publishing business and printing business;
 
  (vi)  advertising agency business, insurance agency business, broadcasting enterprise, recreation business such as travel, management of sporting facilities, etc. and other service enterprises;
 
  (vii)  financial business;
 
  (viii)  Type I and Type II telecommunications business under the Telecommunications Business Law;
 
  (ix)  investing in stocks and bonds, etc.;
 
  (x)  manufacture, sale, export and import of products which are incidental to or related to those mentioned above;
 
  (xi)  rendering of services related to those mentioned above;
 
  (xii)  investment in businesses mentioned above operated by other companies or persons; and
 
  (xiii)  all businesses which are incidental to or related to those mentioned above.
 
Directors
 
Under the Companies Act, Directors have no power to execute the business of Sony Corporation except in limited circumstances as permitted by law.  If a Director also serves concurrently as a Corporate Executive Officer, then he or she can execute the business of Sony Corporation in the capacity of Corporate Executive Officer.  Under the Companies Act, Directors must refrain from engaging in any business competing with Sony Corporation unless approved by the Board of Directors, and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of Directors cannot vote on such resolution.  The amount of remuneration to each Director is determined by the Compensation Committee, which consists of Directors, the majority of whom are


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outside Directors (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees”).  No member of the Compensation Committee may vote on a resolution with respect to his or her own compensation as a Director or a Corporate Executive Officer.
 
Neither the Companies Act nor Sony Corporation’s Articles of Incorporation make a special provision as to the borrowing powers exercisable by Directors (subject to requisite internal authorizations as required by the Companies Act), their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation.
 
For more information on Directors, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.
 
Capital stock
 
(General)
 
Unless indicated otherwise, set forth below is information relating to Sony Corporation’s capital stock, including brief summaries of the relevant provisions of Sony Corporation’s Articles of Incorporation and Share Handling Regulations, currently in effect, and of the Companies Act and related regulations.
 
On January 5, 2009, a new central book-entry transfer system for shares of Japanese listed companies was established pursuant to the Act Concerning Book-entry Transfer of Corporate Bonds, Shares etc. (“Book-entry Transfer Act”), and this system is applied to the shares of Common Stock of Sony Corporation.  Under this system, shares of all Japanese companies listed on any Japanese stock exchange are dematerialized, and shareholders must have accounts at account management institutions to hold their shares unless such shareholder has an account at Japan Securities Depository Center, Inc. (“JASDEC”).  “Account management institutions” are financial instruments traders (i.e., securities companies), banks, trust companies and certain other financial institutions that meet the requirements prescribed by the Book-entry Transfer Act.  Transfer of the shares of Common Stock of Sony Corporation is effected exclusively through entry in the records maintained by JASDEC and the account management institutions, and title to the shares passes to the transferee at the time when the transfer of the shares is recorded at the transferee’s account at an account management institution.  The holder of an account at an account management institution is presumed to be the legal holder of the shares recorded in such account.
 
Under the Companies Act and the Book-entry Transfer Act, in order to assert shareholders’ rights against Sony Corporation, a transferee of shares must have its name and address registered in Sony Corporation’s register of shareholders.  Under the central book-entry transfer system operated by JASDEC, shareholders shall notify the relevant account management institutions of certain information prescribed under the Book-entry Transfer Act or Sony Corporation’s Share Handling Regulations, including their names and addresses, and the registration on Sony Corporation’s register of shareholders is made upon receipt by Sony Corporation of necessary information from JASDEC (as described in “Record date”).  On the other hand, in order to assert shareholders’ rights to which shareholders are entitled regardless of record dates such as minority shareholders’ rights, including the right to propose a matter to be considered at a General Meeting of Shareholders, except for shareholders’ rights to request that Sony Corporation purchase or sell shares constituting less than a full unit (as described in “Unit share system”), JASDEC shall, upon the shareholder’s request, issue a notice of certain information, including the name and address of such shareholder, to Sony Corporation.  Under the Book-entry Transfer Act, the shareholder shall exercise such shareholders’ right within four weeks after notice has been given.
 
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for Sony Corporation’s capital stock.  As such, it keeps Sony Corporation’s registers of shareholders in its office at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo.
 
Non-resident shareholders are required to appoint a standing proxy in Japan or file notice of a mailing address in Japan.  Japanese securities companies and commercial banks customarily act as standing proxies and provide related services for standard fees.  The registered holder of deposited shares underlying the American Depositary Shares (“ADSs”) is the depositary for the ADSs.  Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights against Sony Corporation.


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(Authorized capital)
 
Under the Articles of Incorporation of Sony Corporation, Sony Corporation may only issue shares of Common Stock.  Sony Corporation’s Articles of Incorporation provide that the total number of shares authorized to be issued by Sony Corporation is 3.6 billion shares.
 
All shares of capital stock of Sony Corporation have no par value.  All issued shares are fully-paid and non-assessable.
 
(Distribution of Surplus)
 
This excerpt taken from the SNE 20-F filed Jun 23, 2008.
Memorandum and Articles of Association
 
Organization
 
Sony Corporation is a joint stock corporation (Kabushiki Kaisha) incorporated in Japan under the Company Law (Kaishaho) of Japan. It is registered in the Commercial Register (Shogyo Tokibo) maintained by the Minato Branch Office of the Tokyo Bureau of Legal Affairs.
 
Objects and purposes
 
The Articles of Incorporation of Sony Corporation provide that its purpose is to engage in the following business activities:
 
  (i)  manufacture and sale of electronic and electrical machines and equipment, medical instruments, optical instruments and other equipment, machines and instruments;
 
  (ii)  planning, production and sale of audio-visual software and computer software programs;
 
  (iii)  manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial products, textile products, paper products and wood-crafted articles, daily necessities, foodstuffs and toys, transportation machines, equipment, petroleum and coal products;
 
  (iv)  real estate activities, construction business, transportation business and warehousing business;
 
  (v)  publishing business and printing business;
 
  (vi)  advertising agency business, insurance agency business, broadcasting enterprise, recreation business such as travel, management of sporting facilities, etc. and other service enterprises;
 
  (vii)  financial business;
 
  (viii)  Type I and Type II telecommunications business under the Telecommunications Business Law;
 
  (ix)  investing in stocks and bonds, etc.;
 
  (x)  manufacture, sale, export and import of products which are incidental to or related to those mentioned above;
 
  (xi)  rendering of services related to those mentioned above;
 
  (xii)  investment in businesses mentioned above operated by other companies or persons; and
 
  (xiii)  all businesses which are incidental to or related to those mentioned above.
 
Directors
 
Under the Company Law, Directors have no power to execute the business of Sony Corporation except in limited circumstances as permitted by law. If a Director also serves concurrently as a Corporate Executive Officer, then he or she can execute the business of Sony Corporation in the capacity of Corporate Executive Officer. Under the Company Law, Directors must refrain from engaging in any business competing with Sony Corporation unless approved by the Board of Directors, and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of Directors cannot vote on such resolution. The amount of remuneration to each Director is determined by the Compensation Committee, which consists of Directors, the majority of whom are outside


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Directors (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees”). No member of the Compensation Committee may vote on a resolution with respect to his or her own compensation as a Director or a Corporate Executive Officer.
 
Neither the Company Law nor Sony Corporation’s Articles of Incorporation make a special provision as to the borrowing powers exercisable by Directors (subject to requisite internal authorizations as required by the Company Law), their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation.
 
For more information on Directors, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.
 
Capital stock
 
(General)
 
Unless indicated otherwise, set forth below is information relating to Sony Corporation’s capital stock, including brief summaries of the relevant provisions of Sony Corporation’s Articles of Incorporation and Share Handling Regulations, as currently in effect, and of the Company Law and related legislation.
 
All issued shares are fully-paid and non-assessable, and are in registered form. Transfer of shares is effected by delivery of share certificates, but in order to assert shareholders’ rights against Sony Corporation, a shareholder must, except as set forth below, have its name and address registered on Sony Corporation’s register of shareholders, in accordance with Sony Corporation’s Share Handling Regulations. The registered beneficial holder of deposited shares underlying the American Depositary Shares (“ADSs”) is the Depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights against Sony Corporation.
 
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for Sony Corporation’s capital stock. As such, it keeps Sony Corporation’s registers of shareholders and beneficial shareholders in its office at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo and records transfers of shares upon presentation of the certificates representing the transferred shares.
 
A holder of shares may choose, at its discretion, to participate in the central clearing system for share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan. Participating shareholders must deposit certificates representing all of the shares to be included in this clearing system with Japan Securities Depository Center, Inc. (“JASDEC”). If a holder is not a participating institution in JASDEC, it must participate through a participating institution, such as a securities company or bank having a clearing account with JASDEC. All shares deposited with JASDEC will be registered in the name of JASDEC on Sony Corporation’s register of shareholders. Each participating shareholder will in turn be registered on Sony Corporation’s register of beneficial shareholders and be treated in the same way as shareholders registered on Sony Corporation’s register of shareholders. Entry of the share transfer in the book maintained by JASDEC for participating institutions, or in the book maintained by a participating institution for its customers, has the same effect as delivery of share certificates. The registered beneficial shareholders may exercise the rights attached to the shares, such as voting rights, and will receive dividends (if any) and notices to shareholders directly from Sony Corporation. The shares held by a person as a registered shareholder and those held by the same person as a registered beneficial shareholder are aggregated for these purposes. Beneficial owners may at any time withdraw their shares from deposit and receive share certificates.
 
A law to establish a new central clearing system for shares of listed companies and to eliminate the issuance and use of certificates for such shares was promulgated in June 2004 and the relevant part of the law will come into effect within five years of the date of the promulgation. Currently, the effective date has not yet been determined but is expected to be January 5, 2009. On the effective date, a new central clearing system will be established and the shares of all Japanese companies listed on any Japanese stock exchange, including the shares of Common Stock of Sony Corporation, will be subject to the new central clearing system. On the same day, Sony Corporation will be deemed to become a company which shall not issue share certificates for its shares and all existing share certificates will become null and void. Thereafter, the transfer of such shares will be effected through entry in the records maintained under the new central clearing system. Only shares deposited with JASDEC will be immediately


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transferable under the new central clearing system. Upon the effective date, any requirement, reference and discussion relating to share certificates included in this section “Capital stock” will not be applicable.
 
(Authorized capital)
 
Under the Articles of Incorporation of Sony Corporation, Sony Corporation may only issue shares of Common Stock. Sony Corporation’s Articles of Incorporation provide that the total number of shares authorized to be issued by Sony Corporation is 3.6 billion shares.
 
All shares of capital stock of Sony Corporation have no par value.
 
(Distribution of Surplus)
 
This excerpt taken from the SNE 20-F filed Jun 22, 2007.
Memorandum and Articles of Association
 
Organization
 
Sony Corporation is a joint stock corporation (Kabushiki Kaisha) incorporated in Japan under the Company Law (Kaishaho) of Japan. It is registered in the Commercial Register (Shogyo Tokibo) maintained by the Minato Branch Office of the Tokyo Bureau of Legal Affairs.
 
Objects and purposes
 
The Articles of Incorporation of Sony Corporation provide that its purpose is to engage in the following business activities:
 
  (i)  manufacture and sale of electronic and electrical machines and equipment, medical instruments, optical instruments and other equipment, machines and instruments;
 
  (ii)  planning, production and sale of audio-visual software and computer software programs;
 
  (iii)  manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial products, textile products, paper products and wood-crafted articles, daily necessities, foodstuffs and toys, transportation machines, equipment, petroleum and coal products;
 
  (iv)  real estate activities, construction business, transportation business and warehousing business;
 
  (v)  publishing business and printing business;
 
  (vi)  advertising agency business, insurance agency business, broadcasting enterprise, recreation business such as travel, management of sporting facilities, etc. and other service enterprises;
 
  (vii)  financial business;
 
  (viii)  Type I and Type II telecommunications business under the Telecommunications Business Law;
 
  (ix)  investing in stocks and bonds, etc.;
 
  (x)  manufacture, sale, export and import of products which are incidental to or related to those mentioned above;
 
  (xi)  rendering of services related to those mentioned above;
 
  (xii)  investment in businesses mentioned above operated by other companies or persons; and
 
  (xiii)  all businesses which are incidental to or related to those mentioned above.


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Table of Contents

 
Directors
 
Under the Company Law, Directors have no power to execute the business of Sony Corporation except in limited circumstances as permitted by law. If a Director also serves concurrently as a Corporate Executive Officer, then he or she can execute the business of Sony Corporation in the capacity of Corporate Executive Officer. Under the Company Law, Directors must refrain from engaging in any business competing with Sony Corporation unless approved by the Board of Directors, and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of Directors cannot vote on such resolution. The amount of remuneration to each Director is determined by the Compensation Committee, which consists of Directors, the majority of whom are outside Directors (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees”). No member of the Compensation Committee may vote on a resolution with respect to his or her own compensation as a Director or a Corporate Executive Officer.
 
Neither the Company Law nor Sony Corporation’s Articles of Incorporation make a special provision as to the borrowing powers exercisable by Directors (subject to requisite internal authorizations as required by the Company Law), their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation.
 
For more information on Directors, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.
 
Capital stock
 
(General)
 
Unless indicated otherwise, set forth below is information relating to Sony Corporation’s capital stock, including brief summaries of the relevant provisions of Sony Corporation’s Articles of Incorporation and Share Handling Regulations, as currently in effect, and of the Company Law and related legislation.
 
All issued shares are fully-paid and non-assessable, and are in registered form. Transfer of shares is effected by delivery of share certificates, but in order to assert shareholders’ rights against Sony Corporation, a shareholder must, except as set forth below, have its name and address registered on Sony Corporation’s register of shareholders, in accordance with Sony Corporation’s Share Handling Regulations. The registered beneficial holder of deposited shares underlying the American Depositary Shares (“ADSs”) is the Depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights against Sony Corporation.
 
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for Sony Corporation’s capital stock. As such, it keeps Sony Corporation’s registers of shareholders and beneficial shareholders in its office at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo and records transfers of shares upon presentation of the certificates representing the transferred shares.
 
A holder of shares may choose, at its discretion, to participate in the central clearing system for share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan. Participating shareholders must deposit certificates representing all of the shares to be included in this clearing system with Japan Securities Depository Center, Inc. (“JASDEC”). If a holder is not a participating institution in JASDEC, it must participate through a participating institution, such as a securities company or bank having a clearing account with JASDEC. All shares deposited with JASDEC will be registered in the name of JASDEC on Sony Corporation’s register of shareholders. Each participating shareholder will in turn be registered on Sony Corporation’s register of beneficial shareholders and be treated in the same way as shareholders registered on Sony Corporation’s register of shareholders. Entry of the share transfer in the book maintained by JASDEC for participating institutions, or in the book maintained by a participating institution for its customers, has the same effect as delivery of share certificates. The registered beneficial shareholders may exercise the rights attached to the shares, such as voting rights, and will receive dividends (if any) and notices to shareholders directly from Sony Corporation. The shares held by a person as a registered shareholder and those held by the same person as a registered beneficial shareholder are aggregated for these purposes. Beneficial owners may at any time withdraw their shares from deposit and receive share certificates.


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A law to establish a new central clearing system for shares of listed companies and to eliminate the issuance and use of certificates for such shares was promulgated in June 2004 and the relevant part of the law will come into effect within five years of the date of the promulgation. On the effective date, a new central clearing system will be established and the shares of all Japanese companies listed on any Japanese stock exchange, including the shares of Common Stock of Sony Corporation, will be subject to the new central clearing system. On the same day, all existing share certificates will become null and void. The transfer of such shares will be effected through entry in the books maintained under the new central clearing system.
 
(Authorized capital)
 
Under the Articles of Incorporation of Sony Corporation, Sony Corporation may only issue shares of Common Stock. Sony Corporation’s Articles of Incorporation provide that the total number of shares authorized to be issued by Sony Corporation is 3.6 billion shares.
 
All shares of capital stock of Sony Corporation have no par value.
 
(Distribution of Surplus)
 
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