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 members of the Auditors Committee. To enhance management oversight functions, the six independent external directors are the three non-executive directors and three of the four directors who are members of the Auditors Committee.

-　The board of directors in principle meets at least once a month to enhance management oversight functions through thorough deliberation and review of important matters.

-　To secure speed and dynamism in business execution, the Articles of Association require the delegation of decision-making on important matters of business execution to executive directors. The scope of such delegation is managed strictly in accordance with monetary and other standards set forth in the Job Authority Rules approved by the board of directors. The state of the execution of important delegated business matters is promptly reported to the board of directors.

To enhance its independence three of the four Committee members are independent external directors.

-　The Auditors Committee in principle meets once a month. If required by Auditors Committee members, the accounting auditor and internal auditing staff, as well as members of senior management, including executive directors, attend these meetings to provide timely and appropriate reports.

-　Auditors Committee members engage in the periodic exchange of perspectives with the President and Representative Director and, if necessary, interviews with members of senior management, including executive directors, striving to ascertain the state of business execution and related issues in individual business departments.

-　The full-time Auditors Committee member attends important Company meetings, such as periodic meetings of the management committee and head office meetings attended by executive directors and core personnel of individual business departments, to share information on the state of management and progress with business plans.

As an advisory body to the board of directors, the Nomination and Remuneration Advisory Committee deliberates and makes decisions on matters such as director nomination and remuneration.
A majority of its membership consists of external directors to enhance the independence and transparency of nomination 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 (Matsuzawa Mitsuhiko, 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.