Corporate GovernanceCorporate Governance Report(2019/6/13)
1. Basic Policy
Ichigo is a Japanese sustainable infrastructure company dedicated to making the world more sustainable and committed to growing long-term value for shareholders by contributing to a more sustainable society. Ichigo’s key businesses are: 1) Asset Management – managing the Tokyo Stock Exchange-listed Ichigo Office (8975), Ichigo Hotel (3463), and Ichigo Green (9282), and providing other asset management and real estate services; 2) Sustainable Real Estate – preserving and improving real estate through Ichigo’s value-add capabilities; 3) Clean Energy – developing and operating solar and wind power plants nationwide that supply clean energy and bring productive use to idle land. Ichigo works to continually strengthen its compliance culture and corporate governance in order to improve its business performance, enhance transparency, and promote its sustainable growth. Ichigo is committed to 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 four Directors who also serve as Ichigo Statutory Executive Officers, thus having direct expertise in Ichigo’s business activities, and five 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 5 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 works to ensure that all employees understand its mission and values and work to fulfill the mission and values through the following measures:
- ・Ichigo’s mission and values are communicated on an ongoing basis to all employees, including during annual business goal-setting and personnel evaluations.
- ・Ichigo shares its Code of Corporate Ethics and Code of Conduct with all Ichigo group companies to ensure that all employees are fully informed of the importance of adhering to them.
- ・All Ichigo employees, including at all Ichigo group companies, participate in annual training where the content of the Code of Corporate Ethics and Code of Conduct is explained and discussed, and all employees expressly acknowledge and pledge their compliance in writing.
|Stock Exchange||Tokyo Stock Exchange First Section|
|Record Date||Last day of February|
|3.||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.