Our basic policy for corporate management is that all officers and employees should set “the right thing to do as a human being” based on high ethical standards as a criterion for business execution and practice it. Based on this, we recognize that it is an important mission of management to contribute to society through business activities and to pursue profit fairly, and to build firm trust from stakeholders such as shareholders, customers and employees by continuously increasing corporate value over the long term.
Corporate Governance
Based on this recognition, the Company is working to strengthen its corporate governance with the below basic policies:
- improving transparency and ensuring fairness,
- swift decision-making and business execution,
- thorough accountability,
- timely and appropriate information disclosure, and
- enhancement of compliance awareness.
Composition
Members at the board and committees
(＝Chairman)
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| Title | Name | Board of Directors | Audit & Supervisory Committee |
Nomination Committee or Remuneration Committee (on a voluntary basis) |
|---|---|---|---|---|
| Chairman Representative Director | Tomoaki Horiguchi | |||
| President Representative Director | Seiichi Saito | |||
| Vice President Director | Izumi Nakamura | |||
| Senior Managing Director | Yasushi Yamada | |||
| Director | Mitsuhiro Ninomiya | |||
| Director | Kenji Honda | |||
| Outside Director | Kazutaka Okubo | |||
| Outside Director | Keiichi Asai | |||
| Director, Audit & Supervisory Committee Member |
Shinichi Tominaga | |||
| Outside Director, Audit & Supervisory Committee Member |
Hidetaka Tanaka | |||
| Outside Director, Audit & Supervisory Committee Member |
Tsuneko Murata |
Expected expertise and experience (skill matrix)
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| Title | Name | Expected expertise and experience (skill matrix) * Up to 4 main items are listed. |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management |
Real estate | Accounting/ Finance |
Legal/ Compliance/ Risk Management |
HR/Labor/ HR Development |
IT/Digital | CSR/ ESG/ Sustainability |
M&A | Overseas | ||
| Chairman Representative Director |
Tomoaki Horiguchi | ● | ● | ● | ● | |||||
| President Representative Director |
Seiichi Saito | ● | ● | ● | ● | |||||
| Vice President Director |
Izumi Nakamura | ● | ● | ● | ● | |||||
| Senior Managing Director |
Yasushi Yamada | ● | ● | ● | ● | |||||
| Director | Mitsuhiro Ninomiya | ● | ● | ● | ||||||
| Director | Kenji Honda | ● | ● | |||||||
| Outside Director | Kazutaka Okubo | ● | ● | ● | ● | |||||
| Outside Director | Keiichi Asai | ● | ● | ● | ||||||
| Director, Audit & Supervisory Committee Member |
Shinichi Tominaga | ● | ● | ● | ||||||
| Outside Director, Audit & Supervisory Committee Member |
Hidetaka Tanaka | ● | ● | ● | ● | |||||
| Outside Director, Audit & Supervisory Committee Member |
Tsuneko Murata | ● | ● | ● | ● | |||||
To respond to changes in the social environment, legal systems, and other factors, the Company will continue to examine and revise its corporate governance as necessary. The Company is implementing the following measures to further strengthen its corporate governance system.
Relations with Outside Directors
The Company has appointed four outside directors.
By utilizing their wealth of experience and knowledge in various fields, outside directors attend important meetings such as management meetings including Board of Directors meetings and play important roles in enhancing corporate value over the medium to long term. They also objectively evaluate and correct the appropriateness and legality of business execution and play important roles in strengthening the supervisory function of corporate management.
In addition, outside directors are responsible for their respective supervision or audit, and mutual coordination is sought by discussing, reporting and exchanging information with the person in charge of internal audit operations and the accounting auditor as necessary. The Company believes that the independence standards established by Companies Act of Japan and the Tokyo Stock Exchange are appropriate for the Company and selects candidates for independent outside director based on these standards.
Nomination and Compensation Committee established
The “Nomination and Compensation Committee” was established as a voluntary advisory body in Board of Directors to improve objectivity and transparency in the procedures of election and dismissal in officers and officers’ remuneration. Half of the members are outside directors to ensure sound management.
Monthly Compliance Training
With the aim of building an efficient system of legal compliance, we hold monthly training sessions for all employees. Themes cover a wide range of topics including “prevention of insider trading,” “prevention of transactions with anti-social forces,” and “information management” for conducting sound business operation.
Building a System to Manage Risks and Ensure Compliance with Laws and Regulations in Acquisition of Property
When acquiring a property, the Company makes comprehensive judgments in three stages, including business feasibility, major risks, impact on the surrounding environment, and compliance. In this process, not only the divisions in charge but also the Legal Division and Audit Division are involved, identifying risks from a broad perspective, and building a system to provide products that meet social needs.
Corporate Governance Report
Please refer to the “Report on Corporate Governance” submitted to the Tokyo Stock Exchange for details on our corporate governance.