Escon Japan

Investor Relations

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.

Corporate Governance

1. Basic thinking regarding corporate governance

We recognize corporate governance, both in its implementation and continued reinforcement, as critical in becoming a necessary component of society, lastingly and sustainably improving our corporate value, and enhancing our health and transparency based on our corporate philosophy, management policy, corporate slogan, vision and mission.

Corporate Philosophy

How should we live each day? How should we participate in society? And through this participation, what fruits can we bear for society that translate into the happiness we each pursue? To answer these questions, our management style seeks to provide a foundation upon which employees can earnestly build toward individual self-realization while aiding and encouraging one another.

Management Policy

1

We will use our information networks, planning ability and product development expertise to tap the unlimited potential of real estate and create new value that thoroughly satisfies our clients.

2

We will rely on our strong defense of operations management revolving around ROA and thorough management of cashflow and risk to achieve a strong offense in management that is always one step ahead.

3

We will become an elite team of professionals with an unchanging ability to swiftly and deftly respond to a rapidly-changing society.

4

We will always show respect and gratitude to our colleagues, whether inside or outside of the company, and build and maintain excellent collaborative relations.

5

We will prioritize compliance and governance, bolstering our internal auditing system, and form an organization with great bottom-up communication.

Corporate Slogan

IDEAL to REAL
Ideals are the very best of what can be made real, and what we seek to be is a company that brings ideals into reality to create a new future. Whether the ideal city, ideal residence, or ideal living environment, we use real estate development to give form to our customers’ wishes. From residence to retail, asset management to operational management, we propose and develop spaces where people naturally gather, want to go home to, and take pride in. From ideal to real – real estate.

Corporate Vision

To Be A Life Developer
To develop not only the buildings but also the lives of those who live in them, thinking of their happiness – this is the kind of life developer we seek to be. Through solutions proposed by cross-departmental teams made up of the best and brightest, we create richness unprecedented in the real estate industry, connecting people with people and communities with the future.

Corporate Mission

To Develop “New Norm Neighborhoods”
To create community-rooted value and continue to add to it over time, building ‘small-town communities’ that are not rural but neighborhoods that residents nevertheless take pride in, love and care for.

To create not just buildings but lifestyles, not just towns but interactions, that get more attractive the longer people live there – these are the kinds of places we want to spread across Japan.

2. Corporate governance structure

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

(1) Board of Directors

The board of directors consists of eight members: four executive directors, one non-executive director, and three directors who are also members of the audit committee. Three are outside directors, two are independent outside directors, and the board chair is the president.

- 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.

(2) Audit Committee

The audit committee consists of three members, all outside directors to enhance management supervision and its independence. Two are independent directors and one is the full-time auditor.

- 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 one full-time audit committee member and making that person the chief audit committee member.

3. Reasons for the current corporate governance structure

(1)

The supervision and effectiveness of the board of directors are strengthened by having directors who are members of the audit committee possess voting rights at board of directors meetings.

(2)

Delegation of important business to executive directors ensures promptness, mobility, and flexibility in execution, preventing loss of business opportunities.

(3)

Directors who are members of the audit committee are involved in decision-making regarding nomination and remuneration of other directors based on their right to state their opinions on the process, enhancing its transparency. Through the above, we believe that the current structure is optimal for contributing to sustainably increasing our corporate value.

4. Activities related to IR

(1)

Preparation and publication of disclosure policy
It is posted on our website and included in securities reports.

(2)

Periodic briefing sessions for analysts and institutional investors
We hold regular meetings twice a year, once in late February after the announcement of financial results and once in late August after the closing of the second quarter. They are about one hour, in which a representative explains business, results, strategy, etc., followed by a participant question-and-answer time. Target participants are around 30 analysts and fund managers in Japan and abroad.
*The explanation is by the representative him/herself.

(3)

Publication of IR materials on the website
Financial information such as results, other regularly-disclosed documents, securities reports, company explanations, corporate governance reports, convocation notices of ordinary meetings of shareholders, medium-term management plans, project guides, etc. are posted on the website. Our PR department also takes IR-related questions online. In addition, in order to improve disclosure and provision of information to overseas investors and others, the English versions of our quarterly financial highlights (summaries), convocation notices, presentation materials, major press releases and business details are posted on our IR website (English site) for overseas investors.

(4)

Establishment of department (person in charge) of IR
The department in charge of IR is the management department within the management division, the officer in charge of IR is the person in charge of information handling, and the person in charge of IR affairs is the head of the management department within the management division.

(5)

Other
We have created an IR site for overseas investors, on which we publish the English versions of our quarterly financial highlights (summaries), convocation notices, and results presentation materials.

5. Efforts concerning respect for stakeholder position

(1)

Stipulations regarding respect for stakeholder position by internal regulation
As stated in our management philosophy, we constantly aim for management that makes a lasting and necessary contribution to society. Through the following activities based on this management philosophy, we will improve the value of every stakeholder.

a. Based on our Corporate Ethics and Conduct Charter, we carry out business with an awareness of all stakeholders.
b. Based on the Employee Rulebook, we train personnel to facilitate sustainable improvement of corporate value.
c. Based on the Compliance Code of Conduct, we respond to all stakeholders fairly, impartially, and honestly.
d. We regularly disclose management information including non-financial information, improve corporate value, and make proactive returns to shareholders.

(2)

Implementation of environmental conservation and CSR activities
Our CSR, the "Responsibility of ES-CON Japan" is stated on our website. As part of ESG activities, we have launched initiatives aimed at making our condominiums environmentally-friendly by being zero-energy houses (ZEH) as well as research with Tokyo University of Science into environmentally-friendly apartments.

(3)

Formulation of policies concerning provision of information to stakeholders
The Corporate Ethics and Conduct Charter and Compliance Code of Conduct stipulate efforts toward transparency and openness to stakeholders.

(4)

Other
We strive for a work environment that empowers women. The head of the management department within the central management division is a woman. We also actively employ senior citizens, seeking to transcend sex and generation in forming a workforce that improves corporate value.

6. Diagram of corporate governance structure

Diagram of corporate governance structure