Basic Views on Corporate Governance
To ensure its sustainable growth and increased corporate value over the medium to long term by creating value from real estate, Kenedix has configured its corporate governance to strike an appropriate balance between independence and autonomy ("offensive" and "defensive" functions) and a strong sense of ethics. Kenedix accords one of its highest management priorities to employing an appropriate management system and a thorough internal control system, making positive and decisive management decisions based on appropriate processes, and ensuring their accountability.
Corporate Governance Guidelines
Kenedix has established Corporate Governance Guidelines in accordance with Tokyo Stock Exchange's Corporate Governance Code that came into effect in June 2015 as a part of its Securities Listing Regulations. These Guidelines are based on the spirit and intent of the Corporate Governance Code and ensure the company's sustainable growth and increased corporate value over the medium to long term.
Summary of the Corporate Governance System and the Reason for Adopting This System
Kenedix has adopted the "Company with a Board of Corporate Auditors" as a form of corporation organization based on the Companies Act, in the aim of combining the Board of Directors' decision-making and monitoring functions with respect to operational execution with the audit authority of the Board of Corporate Auditors. In addition to this organizational form, to augment the Board of Directors monitoring function and ensure governance with a high degree of transparency and fairness, Kenedix establishes nomination and remuneration advisory committees as voluntary committees. The majority of these committees' members and their chairs are independent outside directors. Through these overlapping organizational forms, Kenedix has created a hybrid type of Board of Directors that balances the decision-making and monitoring functions for operational execution and promotes sound corporate management that achieves both independence and autonomy.
The Board of Directors, which consists of eight members including three independent outside directors, endeavors to fulfill its responsibilities to stakeholders through decision-making on the execution of important operations and the exercise of appropriate monitoring functions and strives to ensure Kenedix's sustainable growth and increases in corporate value over the medium to long term.
The Board of Corporate Auditors, which consists of four members including two independent outside corporate auditors, ensure corporate soundness and fulfill their responsibilities to stakeholders by conducting independent and highly objective audits of the execution of duties by directors and the status of the internal control systems of Kenedix and its subsidiaries. In addition, they support Kenedix's sustainable growth and increases in corporate value from the perspective of audits.