COMPANY

Corporate Governance

The Mitsui Fudosan Group aims to build and maintain optimum corporate governance from the standpoint of improving the soundness, transparency and efficiency of management in order to earn the trust of all stakeholders.

Basic Policy

Mitsui Fudosan has both a Board of Directors and a Board of Audit & Supervisory Board Members and has also established a Compensation Advisory Committee and Nomination Advisory Committee to enhance management transparency regarding compensation for directors and nomination of directors and Audit & Supervisory Board Members. 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.
In addition, Audit & Supervisory Board Members conduct audits to evaluate the status of business execution by directors while coordinating with the Audit Department and 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.

(1) Board of Directors

The Board of Directors, headed by Chairman Masanobu Komoda and comprising thirteen members, including eight internal directors (Masanobu Komoda, Takashi Ueda, Takashi Yamamoto, Shingo Suzuki, Makoto Tokuda, Nobuhiko Mochimaru, Akiko Kaito, and Mizuho Wakabayashi) and five outside directors (Eriko Kawai, Mami Indo, Takashi Hibino, Yo Honma, and Tsuyoshi Nagano ), decides on issues material to Mitsui Fudosan and monitors the execution of business by directors. The Adit & Supervisory Board Members also attend meetings of the Board of Directors and provide opinions as necessary.

(2) Compensation Advisory Committee

The Compensation Advisory Committee, headed by independent outside director Takashi Hibino as Chairman and comprising seven members, including five independent outside directors (Eriko Kawai, Mami Indo, Takashi Hibino, Yo Honma, and Tsuyoshi Nagano ), President and Chief Executive Officer Takashi Ueda, and one internal director (Makoto Tokuda), meets on matters pertaining to the compensation of directors.

(3) Nomination Advisory Committee

The Nomination Advisory Committee, headed by independent outside director Takashi Hibino as Chairman and comprising seven members, including five independent outside directors (Eriko Kawai, Mami Indo, Takashi Hibino, Yo Honma, and Tsuyoshi Nagano), President and Chief Executive Officer Takashi Ueda, and one internal director (Makoto Tokuda), meets on matters pertaining to the nomination of directors and Audit & Supervisory Board Members, as well as the appointment and dismissal of managers.

(4) Audit & Supervisory Board

Audit & Supervisory Board, comprising five Audit & Supervisory Board Members, including two internal Audit & Supervisory Board Members (Wataru Hamamoto and Yoshihiro Hirokawa) and three outside Audit & Supervisory Board Members (Minoru Nakazato, Mayo Mita and Michiko Chiba), 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 Audit & Supervisory Board Members' Department has been established specifically to assist the Audit & Supervisory Board Members with their work, and each Audit & Supervisory Board Member has been assigned two dedicated employees.

(5) Corporate Officer System

The introduction of a corporate officer system promotes the separation and reinforcement of the management and executive functions, the system enhances management soundness and efficiency. In addition, seeking to further reinforce Mitsui Fudosan Group management, 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. We have 32 managing officers and 14 Group officers (as of June 26, 2026).

(6) Executive Management Committee

The Executive Management Committee, consisting of executive corporate officers, has been formed to deliberate and report on important matters related to business execution and conduct reporting. Full-time Audit & Supervisory Board Members also attend meetings to stay informed of important decision-making processes and the status of business execution, and provide opinions as necessary.

(7) Financial Auditing

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.

Initiatives for Corporate Governance
Initiatives for Corporate Governance

Matters to be Resolved by and Reported to the Board of Directors

The following matters shall be resolved by or reported to the Mitsui Fudosan Board of Directors as stipulated by laws and regulations, the Company’s Articles of Incorporation, and company rules such as those regarding the Board of Directors.

  1. Matters related to Shareholders’ Meeting
  2. Matters related to Directors
    • Determination of Director candidates
    • Selection and dismissal of Representative Director
    • Selection and dismissal of Directors who execute business operations
    • Basic compensation, bonuses, and stock compensation for Directors
    • Other important matters
  3. Matters related to organization
  4. Significant matters related to compliance, etc.
    • Formulation of the annual risk management plan
    • Report on the performance of annual risk management activities
    • Formulation of the annual audit plan
    • Report on annual audit activities
    • Evaluation of internal control related to financial reporting and auditing (so-called J-SOX) policy formulation
  5. Significant matters related to personnel
    • Appointment and dismissal of Managing Officer and Titled Managing Officer
    • Appointment and dismissal of key employees
    • Basic compensation, bonuses, and stock compensation for Managing Officers, etc.
  6. Significant matters related to assets and finance
  7. Other critical matters related to corporate management and business execution
    • Single-year plans
    • ESG plans
    • Report on risk management
    • Verification of policy-held shares
    • Other important matters

Board of Director Efficacy Analysis, Evaluation and Disclosure

Each year, the Company analyzes and evaluates the efficacy of the Board of Directors, continually aiming to further enhance its functions. As for the method of analysis and evaluation, we used a third-party body for the development of a questionnaire and the analysis of the result. An overview and results of our evaluation of the Board of Directors’ efficacy are provided below.

  1. Evaluation method
    The Company conducted the questionnaire to all directors and Audit & Supervisory Board Members regarding the Board of Directors’ efficacy and interviews based on the issues recognized through the questionnaire. The results were then analyzed and evaluated at a meeting of the Board of Directors held on May 22, 2026.
  2. Evaluation items
    • Board of Directors structure (number of members, ratio of executive to non-executive members, diversity, etc.)
    • Status of operation of the Board of Directors (number of meetings held, attendance rates, time spent for deliberation, number of items deliberated, provision of information, questions and answers, etc.)
    • Other (issues raised in the previous evaluation of Board of Directors’ efficacy; Compensation Advisory Committee; Nomination Advisory Committee; meetings of outside directors and outside auditors; etc.)
  3. Evaluation results

    Each evaluation item in the questionnaire received a high evaluation in general. According to the evaluation on the questionnaire and interviews, it was confirmed that the Board of Directors’ efficacy was properly maintained because the improvement initiatives are being implemented on the basis of the previous efficacy evaluation as listed below to achieve sustained increases in the Group’s corporate value.

    [Major Initiatives Based on the Previous Efficacy Evaluation]
    • i) Discussion on monitoring long-term management policies for the group
      To track progress toward achieving long-term management policies for the Group, we are implementing the following initiatives.
      ・At Board of Directors meetings, we continuously reviewed progress from both financial and business strategy perspectives and held multifaceted discussions on key indicators such as capital efficiency.
      ・At the meeting with outside directors and Audit & Supervisory Board Members, discussions focused not only on key strategic areas such as overseas operations and innovation initiatives, but also on the infrastructure that supports these strategies (DX, human resources, and ESG).
      ・We conducted several on-site tours to gain a better understanding of the progress of each project.
    • ii) Enhancing dialogue with stakeholders
      ・The Board of Directors received regular reports on the status of dialogue with institutional investors and matters of interest to the market.
      ・We conducted an exclusive viewing event for individual shareholders at our commercial facility as a shareholder benefit program.
      ・With a view to promoting stakeholders’ understanding of our business through our integrated report and other communications, we engaged in sharing and discussion, and were awarded the “Nikkei Integrated Report Award Runner-up Prize.”
    • iii) Deepening the discussion through the revision of the criteria for submission to the Board of Directors
      ・From the perspective of the Board of Directors’ monitoring function and the need for agile business execution, we revised the criteria for submitting matters to the Board and narrowed the scope of agenda items to ensure that time is allocated for discussions on individual projects of greater scale and risk, as well as important matters related to the company’s strategic direction.
  4. Future initiatives
    To further enhance the effectiveness of the Board of Directors, we will take the following measures.
    • i) Enhancing the Monitoring of long-term management policies for the group
      ・To achieve the goals set out in long-term management policies for the group, the Board of Directors will conduct ongoing monitoring of financial and business strategies.
      ・In particular, with respect to risks that could affect the Group as a whole, such as rising interest rates and geopolitical risks, the Board of Directors will continue discussions while closely monitoring changes in the business environment, and will ensure timely and appropriate monitoring as well as the sharing of risk awareness.
    • ii) Improving the Efficiency of Board of Directors Operations
      ・To further deepen discussions at board meetings, we will refine the agenda by clarifying key issues and ensuring that management is kept informed of the content of these discussions.
      ・We will continue to hold meeting with outside directors and Audit & Supervisory Board Members to discuss key business strategy themes and the infrastructure that supports our strategies, and we will conduct on-site visits both domestically and internationally.

Corporate Governance Report

Corporate Governance Report(768KB)