Corporate GovernanceCorporate Governance Report(2018/12/21)
1. Basic Policy
Ichigo’s mission is to preserve and improve real estate and contribute to a sustainable society. Ichigo is a Japanese real estate owner/operator and clean energy producer whose key businesses include: preserving and improving real estate through Ichigo’s Value-Add capabilities; managing the Tokyo Stock Exchange-listed Ichigo Office (8975), Ichigo Hotel (3463), and Ichigo Green (9282); and operating solar plants nationwide. Ichigo works to continually strengthen its corporate governance in order to improve its business performance, enhance transparency, and promote its sustainable growth. Ichigo is committed to both optimizing its organizational structure and further developing the capabilities of its employees.
- (a) Ichigo has adopted the Company with Committees (Nominating, Audit, Compensation) governance structure.
- All Directors on Ichigo’s Board of Directors (the “Board”) are aware of their fiduciary responsibility towards shareholders and work collaboratively and appropriately with other stakeholders to ensure sustained value creation for shareholders.
- ・Ichigo’s Board focuses on setting and supervising long-term corporate strategy and management, and delegates day-to-day management of Ichigo to Statutory Executive Officers while making clear the respective roles and responsibilities of the executive team. Through its supervision, the Board aims to drive management transparency and agility.
- ・In order to ensure active and meaningful discussion, the Board is comprised of three Directors who also serve as Ichigo Statutory Executive Officers, thus having direct expertise in Ichigo’s business activities, and six Independent Directors with specialized expertise, including former CEOs of major Japanese companies and experts in finance and accounting.
- ・The Nominating Committee is comprised of a majority of Independent Directors and selects Director candidates for approval at Ichigo’s shareholder meetings, appoints Statutory Executive Officers, and provides advice on the selection of Directors at Ichigo group companies.
- ・Ichigo has established a Compliance Committee directly under the Board that is independent from management in order to monitor and evaluate critical compliance matters.
- ・As of the date of this report, the number of Directors on the Board and its various committees are as follows:
Board: 9 (of whom 6 are Independent Directors)
Nominating Committee: 5 (of whom 3 are Independent Directors)
Audit Committee: 3 (of whom all are Independent Directors)
Compensation Committee: 5 (of whom 3 are Independent Directors)
Compliance Committee: 4 (of whom 2 are Independent Directors)
- (b) Ichigo ensures that all employees understand and adhere to its mission through the following measures:
- ・Ichigo’s mission is frequently communicated to employees such as during corporate planning sessions and personnel evaluations.
- ・Ichigo shares its Code of Corporate Ethics and Code of Conduct with all Ichigo group companies to ensure that all Ichigo employees are informed of the mission and prepared to adhere to it.
- ・All Ichigo employees, including those at Ichigo group companies, participate in annual training where the content of Ichigo’s Code of Corporate Ethics and Code of Conduct is reiterated, and all employees expressly acknowledge their adherence by signing and presenting a statement of compliance to the Chairmen and the President.
（as of August 2018）
|Name||Number of Shares||Percentage(%)|
|2||BNYM SA/NV FOR BNYM FOR BNYGCM CLIENT ACCOUNTS M LSCB RD
(Standing Proxy: MUFG)
|3||Japan Trustee Services Bank, Ltd.
|4||Chase Manhattan Bank GTS Clients Account Escrow (Standing Proxy: Mizuho Bank)||12,430,902||2.51%|
|5||THE MASTER TRUST BANK OF JAPAN
|6||SGSS NANTES/UCIT V/NRA||7,256,530||1.46%|
|7||State Street Bank and Trust Company 505223||6,962,823||1.40%|
|8||Japan Trustee Services Bank, Ltd.
(Trust Account 5)
|9||SSBTC CLIENT OMNIBUS ACCOUNT||5,285,601||1.07%|
|10||Government of Norway – CFD||5,033,700||1.01%|
|Percentage in the above table is calculated excluding treasury shares (8,686,500 shares).|
|Stock Exchange||Tokyo Stock Exchange First Section|
|Record Date||Last day of February|
|4.||Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling and Major Shareholder|
In the event of any transactions with its major shareholder (Ichigo Trust), Ichigo takes special care to protect the interests of minority shareholders and has in place appropriate procedures to that effect, including the due diligence of all transactions by the Compliance Group, Audit Group, Audit Committee, Board, and external legal counsel.