Governance Promotion System
Summary of Corporate Governance Structure
| Type of Organization | Company with corporate auditors |
|---|---|
| No. of Directors | Nine including four independent outside directors |
| No. of the Audit & Supervisory Board Members | Four including two independent outside Audit & Supervisory Board Member |
| Term of office for the Directors | One year |
| Accounting Auditor | Ernst & Young ShinNihon LLC |
Outline of Corporate Governance
We consider developing and strengthening corporate governance to be a key management issue. By strengthening corporate governance, we are aiming to realize our mission, achieve the management plans, enhance the corporate value over the medium- to long-term, and achieve sustainable growth. In addition, to realize higher corporate value for all stakeholders, we consider aiming for efficient, fair, and highly transparent management to be the basic approach underpinning our corporate activities.
Based on this approach, the Board of Directors is working to develop management structures, organizations, and systems that will allow us to engage in appropriate and speedy decision making, strengthen the supervisory functions governing the decisions made, establish compliance systems, improve and reinforce internal control systems, and build healthy relationships with stakeholders.
In addition, the director in charge of the Corporate Management Headquarters oversees the management of the Company and its subsidiaries and affiliates in order to ensure thorough governance throughout the entire Group. In order to facilitate the smooth exchange of information and promote group activities, liaison meetings of subsidiaries and affiliates are held on a regular basis.
The director in charge of each subsidiary and affiliated company is responsible for establishing sustainability promotion system, compliance system, and risk management system in accordance with measures based on management plans and efficient business execution.
Corporate Governance ReportBusiness Management System
The Company has the Board of Directors which has the authority to decide important matters concerning business operations such as the decision of business plans, and resolutions set out by the laws, regulations and the Articles of Incorporation, and to monitor the business activities with the objective of improving corporate value by responding dynamically to the changes in the business and management environment. The Board of Directors consults before the meeting of the Board of Directors the Corporate Management Council for which the screening process for the agenda items is put in place to facilitate sufficient discussion for smaller number of agenda items since October 2023.
In addition, the Board of Executive Officers meeting is held to share information about company management to aim at smooth business operation and further organizational cooperation. The Board of Directors set up various committees as its advisory bodies to discuss the major management challenges of the Company and make recommendations back to the Board. Specifically, the Company set up the Nomination and Compensation Committee for nominating Director candidates and for preparing a proposal for Directors' remuneration, the Risk Management Committee to manage risks in the business operation, the Compliance Committee to maintain and manage the compliance structure, the IT Committee to manage IT investment and promote DX, the Sustainability Committee to work on sustainability challenges.
The Company has established the Human Resources Committee, Procurement Management Committee, and Affiliated Company Officers Advisory Committee, all chaired by the Representative Director, President and CEO, as well as the DE&I Promotion Committee, which serves as an advisory body to the Representative Director, President and CEO. The Human Resources Committee deliberates on matters related to the utilization of human resources, while the Procurement Management Committee deliberates and makes decisions on important procurement-related matters. In addition, the Advisory Committee on Directors of Subsidiaries and Affiliates reviews the appropriateness of nominations, compensation, and disciplinary actions, including those related to misconduct, concerning officers of affiliated companies. The DE&I Promotion Committee deliberates on matters related to the development of a workplace environment in which diverse talent can thrive.
In the business operation structure, the Company holds three headquarters organizations: the Leasing Business Sales Headquarters, which oversees the Property Management Division East Japan Region and the Property Management Division West Japan Region, the Corporate Sales Division and the Leasing Business Promotion Division, is responsible for formulating and executing regional strategies to improve profitability; planning and executing sales initiatives, and strengthening business promotion functions.. The Development Business Headquarters oversees two divisions, the Development Sales Division and the Arthitecural Engineering Division, and is responsible for strengthening the Development Business as a foundation for the Company's growth and for providing living environments that meet the needs of tenants and apartment owners; the Corporate Management Headquarters strengthens collaboration and coordination with company wide organizations, and is responsible for enhancing corporate value and reinforcing governance and compliance. The Company also recognize that improving our capabilities to oversee business operations is a key management issue. That is why the Company has in place the Audit & Supervisory Board to monitor business execution of Directors, appointed Outside Directors, and in addition set up the Auditing Department to perform internal audits, through which the Company strive to enhance management oversight functions.
Board of Directors
The Board of Directors operates with an emphasis on both ensuring the speed of management and enhancing the supervisory function. We think appropriate nomination of directors is important to improve the corporate value. Therefore, we incorporate in the decision process the deliberation at Nomination and Compensation Committee with membership including outside directors.
The Board of Directors holds regular meetings once a month, while extraordinary meetings can be called at any time as required, so that it can determine critical management matters, monitor business operation, and oversee directors' performance of duties.
Outside Directors
We elected outside directors to reinforce the supervising function and to receive objective advice for decision-making. The outside directors give various advices to improve corporate value by participating in essential meetings such as the Board of Directors meetings. We think decision based on an objective advice is important especially for nominating officer candidates and determining the remuneration of the officers. The Nomination and Compensation Committee is therefore composed of President and CEO, and outside directors.
In addition, the election of the outside directors is based on an independency standard we formulated. Please refer to the relevant part in our Corporate Governance Report.
Audit & Supervisory Board
The Audit & Supervisory Board, composed of four members including two outside members, emphasizes on monitoring the directors' performance of duties.
The Audit & Supervisory Board Members try to enhance the effectiveness of audits by attending important meetings such as the Board of Directors' meetings, conducting operational status investigations and regularly collaborating with the Auditing Department, accounting auditor and outside directors.
Reasons for election as a Director and Audit & Supervisory Board Member
| Name Title / position |
Reasons for election as a Director and Audit & Supervisory Board Member |
|---|---|
| Bunya Miyao Representative Director, President and CEO |
Mr. Bunya Miyao has extensive experience in overseeing all of the Company's group businesses, and in relation to the construction defects problem, he demonstrated strong leadership in leading the management and worked on corporate culture reforms and structural reforms across the entire Group. We expect that he will leverage this experience and track record going forward to drive the Company's sustainable growth and enhancement of corporate value, and so the Company has elected her again as a Director. |
| Mayumi Hayashima Director, Managing Executive Officer |
Ms. Mayumi Hayashima has many years of experience in the Leasing Business related organizations, and with her knowledge and track record in implementing cross-departmental measures, she has contributed to improving profitability. She also has experience overseeing the legal compliance department. We expect that she will contribute to making appropriate management decisions in determining important matters within the Company and to further promoting compliance management, and so the Company has elected her again as a Director. |
| Shinji Takekura Director, Executive Officer |
Mr. Shinji Takekura has many years of experience and a track record in the Development Sales related organizations and in the Corporate Management Headquarters, he has contributed to the recovery of profitability, strengthening of the financial base, and development of risk management and compliance systems. We expect that he will contribute to making appropriate decisions in determining important matters within the Company and to further strengthening the governance system, and so the Company has elected him again as a Director. |
| Akio Yamashita Director |
Mr. Akio Yamashita has many years of experience and a wide range of knowledge in finance, and as a representative of an investment fund, he has built up a track record in a wide variety of projects, including real estate-related business and corporate rehabilitation projects. We expect that he will leverage this experience in the Company's growth strategy and fulfill an important role in supervising business execution, and so the Company has elected him again as a Director. |
| Jin Ryu Director |
Mr. Jin Ryu has built up a great track record through his many years of experience and wide range of knowledge in corporate investment and corporate rehabilitation. We expect that he will leverage this experience in the Company's growth strategy and fulfill an important role in supervising business execution, and so the Company has elected him again as a Director. |
| Akira Watanabe Outside Director |
Mr. Akira Watanabe possesses expertise as an attorney at law, and he has built up a great track record in resolving legal affairs and compliance-related issues. Based on this experience, we expect that he will fulfill an important role in supervising business execution from an independent and fair perspective, and so the Company has elected him again as an Outside Director. |
| Yutaka Nakamura Outside Director |
Mr. Yutaka Nakamura has been involved in quality management and environmental management in the housing industry for many years, and he possesses expertise and experience in construction technologies. Based on his track record of holding key positions in several organizations, we expect that he will fulfill an important role in supervising business execution from an independent and fair perspective, and so the Company has elected him again as an Outside Director. |
| Takumi Shibata Outside Director |
Mr. Takumi Shibata possesses a wide range of knowledge and experience in securities, asset management, and finance. Based on his track record of holding important positions at securities and asset management companies, we expect that he will fulfill an important role in supervising business execution from an independent and fair perspective, and so the Company has elected him again as an Outside Director. |
| Kan Ishii Outside Director |
Mr. Kan Ishii has many years of experience and a wide range of knowledge in corporate investment and corporate rehabilitation. Based on his track record of holding important positions at an investment bank and serving as Trustee Representative of an airline company, we expect that he will fulfill an important role in supervising business execution from an independent and fair perspective, and so the Company has elected him again as an Outside Director. |
| Jiro Yoshino Outside Audit & Supervisory Board Member |
Mr. Jiro Yoshino has held key positions at Aioi Nissay Dowa Insurance Co., Ltd. and possesses deep insight and abundant experience accumulated as a business manager of a listed company. Moreover, he has served as a full-time Audit & Supervisory Board Member at MS&AD Insurance Group Holdings, Inc., and has abundant knowledge and experience as an Audit & Supervisory Board Member. It is judged that he will be best to appropriately audit the execution of duties by the Company's Directors, and the Company has elected him again as an Outside Audit &Supervisory Board Member. |
| Kenichiro Samejima Full-time Audit & Supervisory Board Member |
Mr. Kenichiro Samejima has experienced overseeing the leasing business division of the Company and, as Executive Officer, overseeing the information systems department, and through those experiences, he possesses abundant knowledge about the Company's core business and a deep understanding in the Company's operations. Since assuming office as Audit & Supervisory Board Member in July 2020, he has appropriately supervised the duties of Directors, and it is judged that he will contribute to the growth and value improvement of the Group. Therefore, the Company has elected him again as an Audit & Supervisory Board Member. |
| Yoshitaka Murakami Audit & Supervisory Board Member |
Mr. Yoshitaka Murakami possesses expertise and abundant experience in finance, accounting, and taxation gained through his experience serving as First Deputy Commissioner of National Tax Agency and as Full-time Audit & Supervisory Board Member of Credit Saison Co., Ltd. for eight years. Since assuming office as Audit & Supervisory Board Member in July 2020, he has been conducting appropriate supervision of business execution from an independent and fair perspective. The Company expects that he will continue to contribute to monitoring and supervising the Company's management and therefore, the Company has elected him as an Audit & Supervisory Board Member. |
| Kazutaka Shimohigoshi Outside Audit & Supervisory Board Member |
Mr. Kazutaka Shimohigoshi has a high level of insight in accounting and taxation, which is required of an Outside Audit & Supervisory Board Member who is responsible for accounting audits. JP Consultants Group, of which he is Representative Director, is well versed in the field of asset succession and has been providing tax advice to the Company's property owners since around 2016, and is familiar with the Company's business model. Therefore, the Company has elected him again as an Outside Audit & Supervisory Board Member. |
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