ES-CON JAPAN

About Us

ES-CON JAPAN is a life developer that builds the settings of people’s futures, bringing ideals into reality and the future of Japan to life.

GOVERNANCE

Policy

1

Enhancing timely, appropriate, and fair disclosure of management information.

2

Promoting governance structures capable of securing management stability, soundness, and transparency.

3

Enhancing risk management capabilities in response to growing risks accompanying business expansion and diversification.

4

Pursuing business activities based on the Corporate Ethics Charter and respect for the human rights of all.

Promotion Structure

The G Team within the ESG Promotion Group plays a central role in setting annual targets and promoting initiatives aimed at stringent corporate governance and enhanced compliance. The details of activities carried out by the team are reported at regular meetings of the ESG Promotion Group held on a monthly basis and reflected in the management structure, including the Board of Directors, under the responsibility of the director who is head of the President’s Office.

The administrative department plays a central role in governance and promotes the development and enhancement of related systems.

Corporate Governance

Basic Thinking on Corporate Governance

Our corporate activities are made possible by the support of our customers, shareholders, business partners, local communities, and other stakeholders. In order to maintain the trust of these stakeholders, we recognize the importance of and will work on robust corporate governance. In addition to the legally mandated functions of the board of directors and audit committee, we use internal and external audits to improve management efficiency and transparency to fulfill our responsibility to society.

In addition, we have established the “Nomination and Remuneration Advisory Committee” as an advisory body of the board of directors with an aim to strengthen independence and objectivity as well as accountability of the functions of the board of directors pertaining to the nomination of and remuneration for directors and other matters.

The committee is currently composed of four members, three of which are outside directors (of these, two are independent outside directors).

As for nomination, the committee determines original motions for the agenda of the general meeting of shareholders concerning appointment and dismissal of directors excluding those who are Audit and Supervisory Committee Members and directors who are Audit and Supervisory Committee Members, original motions for the selection and dismissal of the representative director, directors with special titles and executive officers, original motions for the assignment of duties of executive directors and original motions for the basic policy concerning such things, and deliberates matters concerning the succession plan and other matters.

As for executive management including the CEO, the committee evaluates business performance such as the status of achievement of performance goals every year at the meeting of the Nomination and Remuneration Advisory Committee and deliberates propriety of reappointment based on such evaluation.

As for remuneration, the committee shall determine the remuneration of each director excluding those who are Audit and Supervisory Committee Members and will deliberate the policy on the determination of remuneration including the establishment and revision of the remuneration system for officers, remuneration level and evaluation system and determine original motions for it.

We are implementing each and every one of the principles of the Corporate Governance Code.

Thorough Compliance

Based on our Corporate Ethics and Conduct Charter, which declares our implementation of corporate ethics and social responsibility, we have set out a Compliance Code of Conduct and a Compliance Manual so that officers and employees behave in a way that conforms to laws, regulations, our Articles of Incorporation, and social norms, and have established a thorough enforcement structure in our Compliance Regulations. Full implementation of these is achieved through the instructions of the compliance officer and cooperation of the compliance department and each other department.

Comprehensive Disclosure of Non-Financial Information

In addition to timely disclosure on our website and the annual General Meeting of Shareholders, we strive to provide opportunities for dialogue with shareholders, including financial results briefings and individual IR briefings for both Japanese and overseas investors. Furthermore, we are making efforts to provide comprehensive disclosure of information of concern to stakeholders (especially non-financial information), such as describing our process for determining directors’ compensation by category in our corporate governance report in March 2020 and adding a page on ESG initiatives to our corporate website in April 2020.

Communication with Stakeholders

Communication with Shareholders

We strive to create opportunities for dialogue with shareholders through initiatives such as holding accounts briefing meetings, distributing videos and conducting individual IR activities in Japan and abroad and also by using web conferences, in addition to timely disclosure through our website and the general meeting of shareholders held once a year.

In addition, we actively provide information transmission to and opportunities for communication with overseas shareholders by promoting information disclosure through English-language materials.

Communication with Customers and Business Partners

We work to create products that provide security, safety and comfort as a “life developer.”

We also strive to enhance customer satisfaction with a Customer Service Committee that is made up of members selected from each department.

Communication with Employees

With a whistleblowing system, work environment surveys and other opportunities created for dialogue with employees, we have established a structure for prevention or prompt handling of harassment and compliance violations.

Risk Management

We have set out our basic policy on risk management in the Risk Management Regulations and the ways to combat risks in the event that they occur in the Crisis Management Regulations.

For risks associated with development businesses, we have all business risks checked in detail and determine the policy for dealing with them on such occasions as the divisional meetings held once a week with directors and department heads as members.

In addition, along with having screening methods and structures in place for business risks, legal risks, etc., risks are checked at multiple levels by the development business segment, management segment and president upon entering into real estate sale and purchase agreements or other significant agreements.

Monitoring of the status of risks across the organization and company-wide information sharing are conducted at the meetings of the Risk Management Committee held once a week. The Risk Management Committee strives for timely information-sharing and decision-making on the policy for dealing with a wide range of risks, such as compliance risks, legal risks, labor risks and safety management risks.

Respect for Human Rights

We are engaged in business activities based on respect for the human rights of our employees and all other stakeholders, including conducting training on topics such as preventing harassment and discrimination.