Corporate Governance

Policy and Concept

To enhance the corporate value of Tokyo Tatemono, we strive to build optimal corporate governance while securing soundness and transparency of management and increasing its effectiveness.

System

Tokyo Tatemono has adopted a corporate governance system as the structure for corporate governance and we have established a board of directors and an audit and supervisory board. In addition, we clarified the division of functions for management and the execution of operations to strengthening the auditing functions and business execution functions. We are also strengthening the auditing functions and transparency of management by appointing outside directors and auditors. We believe that we have built a system able to sufficiently execute the supervising and auditing functions of management and directors.
Furthermore, we established the Group Management Meeting in an effort toward efficient and sound Group management.

Corporate Governance Structure

Corporate Governance Structure

Directors (Board)

There are 12 directors and four are external directors.
As a general rule, Tokyo Tatemono holds a regular Board of Directors meeting once a month and an extraordinary meeting when a need arises to decide on important matters related to execution of operations and auditing of the operations of the directors.
Auditors also attend Board of Directors meetings and share their opinion when necessary. (Number of members as of April 2018)

Auditors (Audit & Supervisory Board)

Audit & Supervisory Board consists from four auditors (two full-time auditors) and two external auditors.

Executive Officers

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.

Group Management Meeting

Group Management Meeting consisting of 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 opinions when necessary.

Internal Control Committee

Internal Control Committee discusses and monitors management of internal control (promoting compliance management and internal management risks), etc. and reports to the Board of Directors, Audit & Supervisory Board, and other bodies when necessary. (See risk management for details.)

Advisory Committee

An advisory committee was put in place as a body to advise the Board of Directors when deliberating matters such as the selection of director candidates and the chief executive officer as well as the remuneration for directors (excluding external directors).
Committee members are appointed from the directors, but we appoint more than half of the total of five directors as external directors to guarantee objectivity and transparency of procedures while leveraging the knowledge and advice of these external directors.

Supporting System for External Directors and Auditors

The Planning Division, which acts as a Board of Directors Secretariat, provides explanations and information as necessary to support the external directors and auditors at Tokyo Tatemono.
In addition, personnel are assigned as a staff of the auditors upon request from the Audit & Supervisory Board to smoothly execute the auditing duties.
Furthermore, full-time auditors participate in important meetings including the Group Management Meeting in addition to the Board of Directors meeting while receiving relevant reports from the accounting auditor, directors, and the employees of each division to build a system that enables the exchange of opinions with individual bodies at any time.

Policy on Remuneration and Calculation Method

The remuneration for directors is set to less than ¥35 million a month (equivalent to ¥420 million a year)*1 as fixed compensation and 1% of consolidated recurring income and less than 2% of the income*2 of the previous fiscal year is set as performance based remuneration as decided during the Board of Directors meeting.
Today, we have further clarified the link between remuneration, such as that for directors, and the share price of the company, and we have adopted a stock remuneration system via a stock bond trust at the 200th General Meeting of Shareholders held March 28, 2018 for the purpose of heightening awareness about the contribution to growth in the medium to long term corporate value. By adopting this policy, remuneration, such as that for directors, is composed of three types of payments; fixed remuneration, performance based remuneration, and share based remuneration. We limit payment of share based remuneration (excluding external directors) to a maximum of 40,000 points (equivalent to 40,000 shares) per each fiscal year.
Remuneration for auditors is limited to basic remuneration based on the role of the full-time and temporary auditors and it set to be less than ¥8 million a month (equivalent to ¥96 million a year).

Status of Remuneration of Directors and Auditors (FY2017)

Position/Number of recipients/Total amount paid
Directors/12/¥422 million (excluding external directors)
Auditors/5/¥64 million (excluding external auditors)
Total/17/¥486 million

  • *1:
    Based on resolutions at the 190th General Meeting of Shareholders held on March 28, 2008
  • *2:
    Based on resolutions at the 195th General Meeting of Shareholders held on March 28, 2013