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Mitsui Fudosan has both a Board of Directors and a Board of Corporate Auditors and has also established a Compensation Advisory Committee and Nomination Advisory Committee to enhance transparency regarding compensation for directors and nomination of directors. It has also adopted a corporate officer system to enhance the soundness and efficiency of management by separating and strengthening management and executive functions. Mitsui Fudosan also invites and appoints outside directors to strengthen the oversight functions of the directors and enhance management transparency. Further, Mitsui Fudosan has established an Advisory Committee consisting of experts from business and academia to diversify the perspective of management by providing a more comprehensive viewpoint.
In addition, corporate auditors conduct audits to evaluate the status of business execution by directors while coordinating with the Corporate Auditorís Department, which serves as the Companyís internal auditing department, as well as with the certified public accountant.
Moreover, steps have been taken to put in place the Mitsui Fudosan Group Compliance Policies, as well as a structure that will ensure that Group directors and employees engage in business activities in an appropriate manner.
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The Board of Directors, which consists of 12 members (including four outside directors), decides on issues material to Mitsui Fudosan and monitors the execution of business by the directors. In addition, under Article 373 (1) of the Companies Act, Mitsui Fudosan has designated a special director who may pass judgment on the urgent acquisition of assets via bidding, etc., when so empowered by the Board of Directors under Article 362 (4) of the Companies Act. The corporate auditors also attend meetings of the Board of Directors and provide opinions as necessary.
The Compensation Advisory Committee, comprising the President and CEO, one internal director, and four outside directors, meets on matters pertaining to the compensation of directors.
The Nomination Advisory Committee, comprising the President and CEO, one internal director, and four outside directors, meets on matters pertaining to the nomination of directors and corporate auditors.
The Board of Corporate Auditors, comprising five corporate auditors, including three outside auditors, formulates auditing policies and determines assignments. It also receives reports and discusses material items on audits conducted according to these policies and assignments.
Note that the Corporate Auditorís Department has been established specifically to assist the corporate auditors with their work, and each corporate auditor has been assigned two dedicated employees.
Mitsui Fudosan has introduced a corporate officer system with the aim of creating a business execution framework that best suits its operating environment and activities. By promoting the separation and reinforcement of the management and executive functions, the system enhances management soundness and efficiency. In addition, seeking to further reinforce the management of the Mitsui Fudosan Group, we have also introduced a Group corporate officer system, under which executives at Group companies have been given a status and mission similar to those of the corporate officers.
The Executive Management Committee, consisting of executive corporate officers, has been formed to deliberate and report on important matters related to business execution and supervises internal control and risk management. Full-time corporate auditors also attend meetings to stay informed of important decision-making processes and the status of business execution, and provide opinions as necessary.
Mitsui Fudosan has also established an Advisory Committee, consisting of experts from business and academia, to diversify the perspective of management by providing comprehensive and forward-looking advice from an objective viewpoint.
Mitsui Fudosan has concluded an auditing contract with KPMG AZSA LLC as its certified public accountant, which conducts audits.
There is no shared interest between the auditor and the Company, nor between employees conducting operations for the auditor and the Company.
Strategy Planning Special Committee
Formulates and deliberates Group strategy and management plans and supervises risk management, with the goal of discussing and managing the execution of those plans and other specific management issues
Risk Management Special Committee
Manages business risk by formulating risk management policies and plans; tracking, evaluating and formulating responses to risk issues; issuing instructions, etc.
Promotes social contributions by formulating policies and measures related to social contribution activities and revising and evaluating objectives, targets and plans
Environmental Special Committee
Promotes environmental activities by formulating policies and measures related to environmental activities and revising and evaluating objectives, targets and plans