Corporate Governance Policy and System
To enhance the corporate value of Tokyo Tatemono, we strive to build optimal corporate governance while securing soundness and transparency of management while increasing its effectiveness.
We implement corporate governance system of company with board of accounting auditors and establish Board of Directors and Audit & Supervisory Board. Group Management Meeting and Executive Officer System are also implemented for effective and sound management of the Group.
Board of Directors
There are 11 directors and three are external directors. As a general rule, Tokyo Tatemono holds regular Board of Directors Meeting once a month and extraordinary meeting when a need arises to decide on important matters related to execution of operations and monitor the operations of the directors.
Auditors also participating in the Board of Directors Meeting and share their opinion and make reports when necessary.
Group Management Meeting
Group Management Meeting consisting from executive officers assigned roles is implemented to deliberate on important matters related to the management of the Group.
In addition, fill-time auditors participate in the Group Management Meeting to grasp the situation of the deliberations and share opinion when necessary.
Audit & Supervisory Board
Audit & Supervisory Board consists from four auditors (two full-time auditors) and two external auditors.
Executive Officer System is implemented to stimulate the Board of Directors by separating management and execution of operations and to accelerate decision making process related to operations.
Internal Control Committee
Internal Control Committee discuss and monitor management of internal control (promoting compliance management and internal management risks), etc. and report to Board of Directors, Audit & Supervisory Board, or other bodies when necessary.
An advisory committee was put in place on August 1, 2016 to deliberate matters such as the selection of director candidates and the chief executive officer as well as the compensation for directors (excluding outside directors). This committee is composed of up to five directors with more than half of whom are outside directors. We guarantee objectivity and transparency of procedures while relying upon the knowledge and advice of our outside directors.
Supporting System for External Directors and Auditors
Planning Department, which act as a Board of Directors Secretariat, supports the external directors and auditors by providing explanations and information as necessary.
In addition, personnel are assigned as a staff of the auditors upon request from the Audit & Supervisory Board to smoothly execute the auditing duties.
Full-time auditors participate in important meetings including Board of Directors Meeting and Group Management Meeting while receiving relevant reports from accounting auditor, directors, and each division, in addition to having a system to enable exchanging opinion with individual bodies at any time.
Policy on Remuneration and Calculation Method
Remuneration for directors are set as fix amount ¥35 million a month (¥420 million per year) based on the amount stipulated at the 190th General Shareholder Meeting held on March 28, 2008.
Furthermore, performance based remuneration was implemented on the 195th General Shareholder Meeting held on March 28, 2013 in addition to the monthly remuneration. Performance based remuneration is provided with 1% of consolidated recurring income and 2% of the income of the previous fiscal year (excluding external directors). The time and distribution of payment is decided during the Board of Directors Meeting.
Remuneration for auditors are limited to basic remuneration based on the role of full-time and temporary auditor and it set to be less than ¥8 million a month.
Status of Remuneration of Directors and Auditors (FY2016)
Position/Number of recipients/Total amount paid
Directors/10/¥381 million (excluding external directors)
Auditors/5/¥63 million (excluding external auditors)
Risk Management by Internal Control Committee
We establish Internal Control Committee chaired by the president for the purpose of managing risks originating in internal control system of the Tokyo Tatemono Group and compliance risks. The Committee promotes companywide internal control management and strives to discuss and share information on items required for internal control. Items of discussion in the Committee is reported to the Board of Directors, Audit & Supervisory Board, etc. when necessary to promote building systems, monitoring of operations, and improvement of internal control management.
In addition, general business risks are discussed and responded at management meetings, etc. while comprehensive risks that incorporate internal control risks and business risks are handled by the Planning Division.
Tokyo Tatemono Group has established the Compliance Charter to promote corporate activity that observes compliance in June 2009.
- Tokyo Tatemono Group Compliance Charter
- As we engage in corporate activities, we observe the Compliance Charter below:
- We adhere to laws, regulations, and other rules and engage in fair, sound corporate activities.
- We act faithfully by thinking from the customers' standpoint.
- We contribute to making society better through corporate activities.
- We respect the personalities and values of each other and maintain a comfortable working environment.
Established June 2009
Tokyo Tatemono Group defines compliance as complying not only to laws but also social standards and corporate ethics to gain everlasting trust from the society and continue engaging in sound corporate activities. Corporations needs to responds to the expectations of customers, business partners, shareholders, investors, local society, employees, and etc., and responding to the needs of these stakeholders with integrity is important.
Our current compliance promotion system has an Internal Control Committee that discussion general internal control risk including compliance of the Tokyo Tatemono Group to supervise the compliance activities of the Group.
In addition, General Affairs Department of the Tokyo Tatemono supports and instructs Group companies on their operations related to compliance while coordinating with Group companies to improve the compliance function of the entire Group.