{"url_path":"/sec/sony/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/313838/0001193125-26-274893-index.html","accession_number":"0001193125-26-274893","cik":"0000313838","ticker":"SONY","issuer_name":"Sony Group Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/313838/0001193125-26-274893-index.html","primary_entity_key":"0000313838","primary_entity_name":"Sony Group Corp"},"word_count":2849,"has_tables":true,"body_markdown":"Item 16G.\n\nCorporate Governance\n\nThe table below discloses the significant ways in which Sony’s corporate governance practices differ from those required for U.S. companies under the listing standards of the NYSE. As a foreign private issuer listed on the NYSE, Sony Group Corporation is exempt from most of the exchange’s corporate governance standards requirements. For further information on Sony’s corporate governance practices and history, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.”\n\n \n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\nBoard Independence. A majority of board directors must be independent.\n\n  \n\nSony Group Corporation has adopted the “Company with Three Committees” corporate governance system under the Companies Act. Sony Group Corporation’s Board Charter requires its board to consist of between 8 to 14 directors.\n\n \n\nThe Companies Act does not require Sony Group Corporation to have a majority of “independent” (in the meaning given by the NYSE Corporate Governance Standards) directors on its board; rather, it requires Sony Group Corporation to have a majority of “outside” directors (the definition of the term “outside” director is summarized below) on each of three statutory committees (the Nominating Committee, the Audit Committee and the Compensation Committee).\n\n \n\nDirector Independence. A director is not independent if such director is\n\n \n\n(i) a person who the board determines has a material direct or indirect relationship with the company, its parent or a consolidated subsidiary;\n\n \n\n(ii) a person who, within the last three years, has been an employee of the company or has an immediate family member of an executive officer of the company, its parent or a consolidated subsidiary;\n\n \n\n(iii) a person who had received, or whose immediate family member had received, during any 12-month period within the last three years, more than 120,000 U.S. dollars per year in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);\n\n \n\n(iv) (A) a person who is, or whose immediate family member is, a current partner or employee of a firm that is the company’s internal or external auditor; (B) a person whose immediate family member is a partner of such a firm; (C) a person who has an immediate family member who is a current employee of such a firm and who personally participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) a person who was, or has an immediate family member who was, within the last three years, a partner or employee of such a firm and personally worked on the listed company’s audit within that time;\n\n  \n\n“Outside” director is defined in the Companies Act as a person who satisfies all of the requirements (i) through (v) below:\n\n \n\n(i) a person who is not a Director of Sony Group Corporation or any of its subsidiaries engaged in the business operations of Sony Group Corporation or such subsidiaries, as the case may be, or a Corporate Executive Officer or general manager or other employee (“Group Executive Director, etc.”) of Sony Group Corporation or any of its subsidiaries and who has not been a Group Executive Director, etc. of Sony Group Corporation or any of its subsidiaries for ten years prior to assuming his/her office; (ii) if a person who has been a director, accounting counselor (if the accounting counselor is a juridical person, a member who is in charge of the affairs), or corporate auditor of Sony Group Corporation or any of its subsidiaries (excluding a person who has been a Group Executive Director, etc.) at the time within ten years prior to assuming his/her office, a person who has not been a Group Executive Director, etc. of Sony Group Corporation or any of its subsidiaries for ten years prior to assuming his/her office as a director, an accounting counselor, or a corporate auditor; (iii) a person who is not a director or a Corporate Executive Officer or general manager or other employee of a parent company or any entity which controls the management of Sony Group Corporation; (iv) a person who is not a Group Executive Director, etc. of a direct/indirect subsidiary of Sony Group Corporation or any entity the management of which is directly or indirectly controlled by Sony Group Corporation; and (v) a person who is not a spouse or relative within the\n\n \n\n- 113 -\n\n##### Table of Contents\n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\n \n\n(v) a person who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee; or\n\n \n\n(vi) an executive officer or employee of a company, or has an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of 1 million U.S. dollars or 2% of such other company’s consolidated gross revenues\n\n  \n\nsecond degree of kinship of a Director or a Corporate Executive Officer or general manager or other employee of Sony Group Corporation. Under the Companies Act, a director’s status as an “outside” director is unaffected by the director’s compensation, his or her affiliation with business partners, or the board’s affirmative determination of independence. On the other hand, under the Companies Act, a director who has had a career as a management director, corporate executive officer, or other employee of the company, its subsidiaries or other group companies is by definition not an “outside” director.\n\n \n\nSony Group Corporation’s Board Charter includes a provision requiring that each “outside” director:\n\n \n\n(i) Shall not have received directly from Sony Group, during any consecutive 12-month period within the last three years, more than an amount equivalent to 120,000 U.S. dollars, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); and\n\n \n\n(ii) Shall not be an executive director, a corporate executive officer, a general manager or other employee of any company whose aggregate amount of transactions with Sony Group, in any of the last three fiscal years, exceeds the greater of an amount equivalent to 1,000,000 U.S. dollars, or 2% of the annual consolidated sales of such company.\n\n  \n\n \n\nIn addition, the Securities Listing Regulations of the TSE require Sony Group Corporation to make efforts to have at least one “Independent Director” on the Board of Directors. “Independent Director” is defined in the Securities Listing Regulations of the TSE as an “outside” director who is unlikely to have conflicts of interest with shareholders. According to the guidelines of the TSE, if a person falls in any of the categories listed below, such person, in principle, will be considered to have a conflict of interest with shareholders of the listed company.\n\n \n\n(1)   A person for which the listed company is a major client or a person who executes business of a person for which the listed company is a major client;\n\n \n\n(2)   A major client of the listed company or a person who executes business of a major client of the listed company;\n\n \n\n(3)   A consultant, accounting professional, or legal professional (or, if such consultant, accounting professional, or legal professional is a juridical person, a member of such juridical person) of the listed company who receives a large amount of money or other consideration other than remuneration for directorship/auditorship from such listed company;\n\n \n\n- 114 -\n\n##### Table of Contents\n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\n  \n\n(4)   A person who has fallen in any of categories (1) through (3) listed above until recently;\n\n \n\n(5)   A person who has fallen in any of categories (a) or (b) listed below for ten years prior to assuming his/her office:\n\n \n\n(a)   A person who executes business of a parent company of the listed company or a director who does not execute business of a parent company of the listed company; or\n\n \n\n(b)   A person who executes business of a fellow subsidiary of the listed company.\n\n  \n\n(6)   A close relative of a person who falls in any of categories (a) through (f) listed below (only if such person is significant):\n\n \n\n(a)   A person who falls in any of (1) through (5) listed above;\n\n \n\n(b)   A person who executes business of a subsidiary of the listed company;\n\n \n\n(c)   A director who does not execute business of a subsidiary of the listed company;\n\n \n\n(d)   A person who executes business of a parent company of the listed company or a director who does not execute business of a parent company of the listed company;\n\n \n\n(e)   A person who executes business of a fellow subsidiary of the listed company; or\n\n \n\n(f)   A person who has fallen in any of categories (b) or (c) listed above or a person who has executed business of the listed company until recently.\n\n  \n\n \n\nAs of the date of this report, 9 of the 11 members of Sony Group Corporation’s Board of Directors are qualified as “outside” directors. In addition, all 9 “outside” directors are qualified and designated as “Independent Directors” under the Securities Listing Regulations of the TSE. It is expected that 8 of the 10 members of new director candidates who will be appointed at the Ordinary General Meeting of Shareholders to be held on June 23, 2026 will each be qualified as “outside” directors, and will also be qualified and designated as “Independent Directors” under the Securities Listing Regulations of the TSE.\n\n \n\nExecutive Sessions. Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.\n\n  \n\nAn “outside” director, as defined under the Companies Act, is equivalent to a “non-management director” under the NYSE rules because an “outside” director does not engage in the execution of business operations of the company.\n\n \n\nThe outside/non-management Directors generally meet several times a year without management, though neither the Companies Act nor Sony Group Corporation’s Board Charter requires\n\n \n\n- 115 -\n\n##### Table of Contents\n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\n  \n\nnon-management Directors to meet regularly without management and there is no requirement for the outside Directors to meet alone in an executive session at least once a year.\n\n \n\nNominating/Corporate Governance Committee. A nominating/corporate governance committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee.\n\n  \n\nSony Group Corporation’s Nominating Committee shall consist of at least three Directors. Under the Companies Act, the Committee is responsible for determining the contents of proposals regarding the appointment and dismissal of Directors to be submitted for approval to the shareholders’ meeting. Unlike listed U.S. companies under NYSE rules, it is not responsible for developing governance guidelines or overseeing the evaluation of the board and management. Under the Companies Act, a majority of its members shall be “outside” directors, as defined under the Companies Act.\n\n \n\nCompensation Committee. A compensation committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. In addition, in accordance with the SEC rules adopted pursuant to Section 952 of the Dodd-Frank Act, NYSE listing standards expanded the factors relevant in determining whether a committee member has a relationship to the company that will materially affect that member’s duties to the compensation committee and provided compensation committees the authority to engage compensation advisers. Additionally, the committee may obtain or retain the advice of a compensation adviser only after taking into consideration all factors relevant to determining that adviser’s independence from management, unless the adviser’s role is (i) limited to consulting on a generally applicable broad-based plan or (ii) is providing information that is not customized for the issuer or is not customized by the adviser and about which the adviser does not provide advice.\n\n  \n\nSony Group Corporation’s Compensation Committee shall consist of at least three Directors. Under the Companies Act, a majority of its members shall be “outside” directors, as defined under the Companies Act. Sony Group Corporation’s Board Charter prohibits the CEO, the COO and/or the CFO (or a person at any equivalent position) from serving on the Compensation Committee. Under the Companies Act, the Committee is responsible for, among others, determining the compensation of each director and Corporate Executive Officer.\n\n \n\nAudit Committee. An audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act is required. The committee must have at least three members. All members must be independent. The committee must have a charter addressing the committee’s purpose, an annual performance evaluation of the committee and the duties and responsibilities of the committee.\n\n  \n\nSony Group Corporation’s Audit Committee shall consist of at least three Directors. Under the Companies Act, a majority of its members shall be “outside” Directors, as defined under the Companies Act. In addition, pursuant to the Companies Act, no member of the Committee shall be a Director of the company or any of its subsidiaries who is engaged in the business operations of the company or such subsidiary, as the case may be, or a corporate executive officer of the company or any of its subsidiaries, or an accounting counselor, general manager or other employee of any of such subsidiaries. Sony Group Corporation’s Board Charter also requires each member of the Audit Committee to meet the independence requirements of the applicable U.S. securities laws and regulations, and requires at least one member to meet the audit\n\n \n\n- 116 -\n\n##### Table of Contents\n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\n  \n\ncommittee financial expert requirements. As of the date of this report, all the members of Sony Group Corporation’s Audit Committee are “independent” as defined in the NYSE Corporate Governance Standards, and two members of the Committee are qualified as audit committee financial experts. It is expected that all the members of the Audit Committee will be determined to be also “independent” as defined in the NYSE Corporate Governance Standards, and one member of the Committee will be determined to qualify as an audit committee financial expert, at the meeting of the Board of Directors immediately following the closing of the Ordinary General Meeting of Shareholders on June 23, 2026.\n\n \n\nEquity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions.\n\n  \n\nUnder the Companies Act, if Sony Group Corporation wishes to adopt an equity compensation plan under which stock acquisition rights or shares of common stock are granted on specially favorable conditions, except where all of its shareholders are granted rights to subscribe for such stock acquisition rights/shares of common stock or such stock acquisition rights/shares of common stock are gratuitously allocated to all of its shareholders, each on a pro rata basis, then Sony Group Corporation must obtain shareholder approval by a “special resolution” at a General Meeting of Shareholders, where the quorum is one-third of the total number of voting rights of all of its shareholders and the approval by at least two-thirds of the number of voting rights of all the shareholders represented at the meeting is required under Sony Group Corporation’s Articles of Incorporation.\n\n \n\nOn the other hand, under the Companies Act, if Sony Group Corporation wishes to adopt an equity compensation plan under which stock acquisition rights or shares of common stock are granted against fair value thereof, such plan can be adopted by the resolution of Sony Group Corporation’s Compensation Committee, and grants of stock acquisition rights or shares pursuant to such plan may be decided by a resolution of the Board of Directors or a determination by a Corporate Executive Officer to whom the authority to make such determination has been delegated, and no shareholder approval is required.\n\n \n\nCorporate Governance Guidelines. Corporate governance guidelines must be adopted and disclosed.\n\n  \n\nSony Group Corporation is required to disclose the status of its corporate governance under the Companies Act, the Financial Instruments and Exchange Act and its related regulations, and the Securities Listing Regulations of the TSE; however, Sony Group Corporation does not have corporate governance guidelines that cover all the requirements described in the NYSE Corporate Governance Standards, as many of the provisions do not apply to\n\n \n\n- 117 -\n\n##### Table of Contents\n\nNYSE Standards\n\n \n\n  \n\nSony’s Corporate Governance Practices\n\n \n\n  \n\nSony Group Corporation. Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.”\n\n \n\nCode of Ethics. A code of business conduct and ethics for directors, officers and employees must be adopted and disclosed, along with any waivers of the code for directors or executive officers.\n\n  \n\nAlthough this provision of the NYSE Corporate Governance Standards does not apply to Sony Group Corporation, Sony Group Corporation has adopted a code of conduct to be observed by all its directors, officers and other employees. The code of conduct is available at:\n\nhttps://www.sony.com/en/SonyInfo/csr_report/compliance/code_of_conduct_En.pdf\n\n \n\nThe code’s content covers principal items described in the NYSE Corporate Governance Standards."}