We regard corporate governance as a critical factor, both in implementation and continued reinforcement, in becoming a vital entity within society. Corporate governance is key to achieving enduring growth in corporate value and enhancing corporate transparency and soundness based on our purpose, vision, and principles of action.

“IDEAL to REAL: Bringing ideals into reality to create a new future”

We create value rooted in the community, helping to bring about cherished cities and living environments in which residents can take pride.

The value we create represents our contributions to society. Consequently, each of us seeks to realize original forms of self-actualization through that value.

While designing an ideal future, we will be creating a new future, with the aim of being regarded as a unique, essential presence by all our shareholders.

To develop not just buildings but the lives of those who live in them, with their happiness in mind --this is the kind of life developer we aspire to be.

Through solutions proposed by cross-departmental teams made up of the best and brightest minds, we create a new prosperity unprecedented in the real estate industry, thereby connecting people with people and communities with the future.

We have an audit committee, so the board of directors and this committee manage, supervise, and audit the execution of business.

The board of directors consists of ten members: three executive directors, three non-executive directors, and four directors who are also members of the audit committee. In order to improve management supervisory functions, the three directors who are non-executive directors or three directors that are also members of the audit committee are outside directors, of which five are independent outside directors. The president and representative director serves as the board chair.

-　In principle, the board meets at least once a month, improving management supervision by adequately discussing and deliberating upon important matters.

-　In order to ensure speed and mobility in business execution, the Articles of Incorporation delegate decision-making authority regarding important business execution to the executive directors. The scope of this delegation is strictly managed in accordance with standards such as a monetary amount stipulated by the board of directors and the status of the delegated business is reported to the board of directors without delay.

The audit committee consists of four members, three outside directors to enhance management supervision and its independence. Two are independent directors.

-　In principle, the committee meets once a month, and members of management such as accounting auditors, internal auditors, and executive directors attend at the request of committee members to report on manners in a timely and appropriate manner.

-　Members of the audit committee regularly exchange opinions with the president and, if necessary, interview members of management such as the executive directors to understand the status of business execution and issues in each segment.

-　Members such as the full-time auditor attend important, regularly-held meetings such as management committee meetings, led by executive directors, and head office meetings, attended by executive directors and the members of management of each segment, to share the status of management and progress on business plans.

-　The committee reviews important documents such as circulars for approval and collaborates with accounting auditors and the internal auditing department to audit the legality and validity of the directors' performance of duties. In addition, it strengthens governance by selecting two full-time Audit Committee members and making them the Chief Audit Committee members.

The Nomination and Remuneration Advisory Committee deliberates and determines the nomination and remuneration of directors as an advisory body of the board of directors.

The committee shall be composed of members, of which at least more than half shall be outside directors, and thus strengthen the independence and transparency concerning nominations and remuneration.

Based on the goal of achieving a carbon neutral society by 2050, we are seeking to create new values for the environment through next-generation urban development and related efforts. As part of plans establishing countering climate change as a key management strategy, we have selected members from management and each department to create a department in charge of ESG. This department works to disclose information based on the TCFD framework recommendations. Our Group of companies also announced its endorsement of the TCFD in June 2022.

In October 2022, we established the Compliance Office directly under the President.

The newly established Compliance Office is led by a Compliance Officer (Kenji Fujita, Director and Head of President’s Office), and will work to clarify management’s stance on legal compliance at ES-CON JAPAN and the ES-CON JAPAN Group as a whole and to strengthen awareness of compliance management issues.

In March 24, we established the Compliance Declaration by making revisions to the Compliance Code of Conduct.