Compliance

Basic Policy

In accordance with the Mitsui Fudosan Group Compliance Policies, we regard the practice of compliance as one of our highest priorities for Group management, and implement fair and highly transparent corporate activities in accordance with corporate ethics, in addition to observing laws and regulations as well as social norms.

Compliance Structure

The officer in charge of general administration assumes overall responsibility for compliance, receiving reports from the Compliance Management Department and others. Matters deemed to be of particular importance are reported to or submitted for review by the Board of Directors or the Executive Management Committee. Said officer is also responsible for formulating a compliance-related action plan each fiscal year, including the enactment, revision or repeal of company rules; training in such areas as laws and regulations as well as company rules; and the monitoring of, and issuance of reports regarding, compliance with same. Said officer is also responsible for overseeing compliance activities based on this plan. Group companies are required to formulate and implement compliance promotion plans, and these are reported upon by the officer in charge of general administration and verified by the Company at fiscal year end.

Compliance Training

Mitsui Fudosan provides compliance training to new employees, newly appointed executive managers and directors, including officers, with the aim of improving compliance awareness. It also implements e-learning-based training for all corporate officers.

Main Training and Awareness-Raising Initiatives (Company)

Risk Management

Risk Management System

The Executive Management Committee, which is chaired by the President and Chief Executive Officer, supervises overall risk management for the Group. Under the supervision of the Executive Management Committee, the Strategy Planning Special Committee manages business risk, and the Risk Management Special Committee manages operational risk.

The director in charge of risk management acts as the person in charge of legal affairs and compliance, the Chief Risk Officer, the Chief Legal Affairs Officer, and the Chief Officer for Compliance, and is responsible for Group risk management as chair of the Risk Management Special Committee. The director in charge of risk management periodically reports on risk management to the Board of Directors and the President and Chief Executive Officer.

The director in charge of risk management periodically revises risk management processes and reports on progress to the Board of Directors. Climate change and large-scale natural disasters are seen as particularly important management issues. As such, revisions to the Group’s response to climate change related risk are made once a year and those for large-scale natural disaster related risks three times a year.

The director in charge of risk management is not a member of the Board of Corporate Auditors and never takes the role of chair of the Board of Corporate Auditors. Further, the Risk Management Special Committee, of which the director in charge of risk management is chair, operates independently from the Board of Corporate Auditors.

Risk Management System

Major Risks

Business risks (major risks related to business advancement and profit)

• Business environment risks
  • General changes to the economic environment (exchange rate fluctuations, interest rate rises, consequences of super-aging society, etc.)
  • Changes to customer needs (lifestyle changes resulting from COVID-19, etc.)
• Market interest rate risks
  • Rising fund procurement costs due to interest rate rises
  • Worsening business performance due to interest rate rises (lower prices for home sales, growing expectation among investors for greater returns)
• Exchange rate fluctuation risks
  • Changes to cost prices due to the cost of imports
  • Impact on profit and loss statements and balance sheets for international business
  • Lower lease income due to impact on business performance of tenant companies
• Climate-related risks
  • Large-scale changes to the climate
  • Changes to needs that consider climate-related risk
• Geopolitical risks
  • Impact on relevant countries or areas
  • Impact of supply chain disruption, etc.
• Infectious disease risks
  • Business restrictions resulting from COVID-19
  • Lessening of, or changes to, customer demand due to COVID-19
• Competition in the real estate industry risks
  • Competition with other comparable companies in each industry
  • Disruptive innovation
• Lease income risks
  • Lower lease income due to tenants cancelling their contracts or paying less rent, breaches of contracts, or tenants going bankrupt, etc.
• Asset valuation risks
  • Drop in value of assets due to lower housing demand or growing expectation among investors for greater returns, etc.
• Cost price change risks
  • Changes to cost of construction work, energy costs, personnel expenses, etc.
• Fund procurement risks
  • Rising fund procurement costs due to changes in attitude to loans at financial institutions, etc.
    • Rising market interest rates
    • Financial market disruption
    • Drop in financial rating, etc.
• Real estate development risks
  • Higher costs or delays resulting from issues during development (weather, disasters, discovery of issues underground, soil contamination, etc.)
• International business risks
  • Business environment in individual countries (inflation, exchange rates, internal conflict/disputes, geopolitical risks affecting relevant countries or areas, etc.)
  • Financial problems, etc., at local partner companies
• Property portfolio site risks
  • Events that cause damage to the area’s where our assets are concentrated, such as natural disasters (earthquakes, typhoons, etc.), manmade disasters or terrorists (missile attack, etc.)
• Legal and policy change risks
  • Changes to business structure or fund procurement methods due to changes to laws, regulations, etc.
• Diverse human resource recruitment risks
  • Inability to train or employ sufficient personnel to adapt to changes to the business environment or in customer needs

Administrative risks (operational risks)

• Damage risks
  • Natural disasters (earthquakes, wind- or water-related damage, etc.)
  • Man-made disasters (war, terrorist attack, etc.)
• System risks
  • System failure or leaking of information due to cyberattack, etc.
    1. Information systems
    2. Control systems
• Compliance risks
  • Breach of laws and regulations, company regulations, social norms, etc.
    1. Legal breaches as part of operations
    2. Legal breaches by employees in pursuit of private profit
• Quality risks
  • Problems arising from the quality of products, services, or operations
    1. Facilities/real estate
    2. Management operations
    3. Other operations

Supervision on Code of Conduct and ESG Risks

The Board of Directors also monitors the conduct of the Company's business activities as well as environmental, social, and governance (ESG) risk.

Response to climate-related issues

The Company examines, annually in principle; whenever there are significant changes in regulations, the legal system, technology, or market trends; and whether or not there have been significant changes to risks specified in business plans, or any short-term risks that must be dealt with. As an example relating to an existing regulation, we have determined that the possibility of the scope of greenhouse gases set forth in the Tokyo Metropolitan Environmental Security Ordinance being expanded, and/or of rules relating to permitted emission levels being tightened, represent an important risk. Also, buildings including medium-scale structures with a floor area of 300 m² or more were required to meet the energy efficiency standards set forth in the Building Energy Efficiency Act starting from April 2021. In yet another example, we have considered the degree of impact that climate change may have on our overall business activities, and we recognize that the amount of CO₂ emissions we generate in the course of our activities is a priority issue. Since electric power-related emissions account for the largest proportion of total CO₂ emissions, we are a member of the RE100 initiative, among other efforts.

Responding to Large-scale Natural Disasters

In addition to creating disaster-resilient neighborhoods, the Group aims to ensure the safety and security of employees, tenants, and customers at facilities it operates by working on business continuity plan initiatives, such as by running disaster countermeasure training and first-aid training.

In principle, we hold Groupwide disaster countermeasure training three times a year, which imagines different scenarios where a large-scale earthquake has occurred. We carry out these drills to make sure we can respond smoothly to a variety of situations.

(Theoretical scenarios)

• An earthquake occurs directly below Tokyo during working hours
• An earthquake occurs directly below Tokyo outside working hours
• A major earthquake occurs outside Tokyo near branch offices

(For more details, please see the Providing Value through Customer Satisfaction and Creation of Neighborhoods page)
⇒ https://www.mitsuifudosan.co.jp/esg_csr/society/07.html#p06

Strategy Planning Special Committee

The goal of the Strategy Planning Special Committee is to manage business risk by reviewing management plans and specific management issues, and managing the execution of responses to such issues.
The Strategy Planning Special Committee provides the following functions for Mitsui Fudosan and the Mitsui Fudosan Group.

• Formulation and review of Group strategies
• Medium- to long-term business planning and fiscal-year planning, prior review, and coordination
• Review of policy responses to specific management issues, and promotion and management of such policies
• Planning, proposal formulation, and review of organizational structures, staffing, etc.
• Supervision of business risk management for Mitsui Fudosan and the Mitsui Fudosan Group
• Review of other important matters

Risk Management Special Committee

To manage business risk, the Risk Management Special Committee formulates risk management policies and plans, identifies and assesses risks, formulates response measures, and issues instructions.

Based on ISO 31000, the international standard on risk management, the Risk Management Special Committee implements a PDCA cycle to comprehensively manage administrative and operational risk, and it also precisely engages in preventative risk management while standing at the ready to respond in a crisis. When a compliance violation occurs, the Risk Management Special Committee orders an investigation and response, and monitors the situation.

The Risk Management Special Committee fulfills the following functions for Mitsui Fudosan and its Group companies.

• Formulating risk management policies and plans
• Improving risk management-related organizations, and clarifying roles and responsibilities
• Understanding and assessing risks that require management, formulating response measures, and issuing instruction
• Understanding and assessing the status of risk management, formulating improvement measures, and issuing instruction
• Deliberating response measures and issuing instruction in cases of business risk arising from emergency incidents, accidents, etc.

The Risk Management Special Committee meets, as a rule, on a once-a-month basis, to identify and understand risk issues, and then review and propose preventative and response measures. The committee conveys information to the entire company and the Mitsui Fudosan Group as necessary.

Main Agenda Items of the Risk Management Special Committee

• Report on condition of risk (incidents, accidents, etc.)
• Report on legal issues and compliance
• Plan and report on J-SOX compliance
• Plan and report on protection of personal information
• Inspect and report on information systems security

Response to Compliance Violations

When the Compliance Management Department determines that a particular matter involves a compliance problem, it conducts an investigation in collaboration with the relevant Company department. If necessary, appropriate action is taken with respect to the individuals who are out of compliance, as well as those individuals’ departments, after deliberation by the Risk Management Special Committee.

Establishment of an Internal Consultation Service

The Company has established internal contact points for consultation. These can be used by regular employees, and anyone engaged in work for our company based on an individual labor contract (contract employee), temporary transfer agreement, worker dispatch contract, part-time contract, or other agreement. Two contact points, internal and external, have been established, and workers can consult with either. The external contact point is provided at a law office, and it accepts consultations from a neutral standpoint,*1 notifies the Company of the consultation content, and encourages a response.

Topics for consultation include: wrongful conduct violating laws, regulations, internal rules, general social norms, or corporate ethics, sexual harassment, abuse of power, other forms of harassment, employment problems, and issues with the workplace environment.*2 The privacy of those who engage in consultation is protected, and there is never any retaliatory action or disadvantageous treatment due to such consultations in terms of personnel decisions. Consultations can be conducted under a real name, or anonymously.*3

Moreover, to handle questions and complaints from other external stakeholders regarding compliance, we have set up business-specific helpdesks on the corporate website.

Our Commitment to Auditors

Mitsui Fudosan has established the Nomination Advisory Committee to enhance transparency of the nomination process for corporate auditors.

Auditors conduct audits of business execution by directors while coordinating with the Audit Department, which serves as the internal audit department of the Company, as well as certified public accountants. To ensure proper operation of the auditing function, we rotate our auditors in an appropriate way. The Audit Department periodically conducts audits to review observance of the Code of Conduct and Code of Ethics, and identify any compliance violations.

Complying with the Antimonopoly Act

The Group closely monitors its purchases from vendors for conformance with its Group Compliance Policies, and makes efforts to strictly comply with the Antimonopoly Act.

The Company will comply with all relevant laws, such as the Antimonopoly Act, and will avoid any conduct that could result in unfair transactions or unjust competition. We will engage with business connections sincerely as an equal partner and handle the procurement of goods and services based on fair standards.

Responding to Antisocial Forces

The Mitsui Fudosan Group maintains a steadfast position of strictly avoiding any and all relationships with anti-social forces that threaten the order and safety of civil society. Having formulated internal regulations including The Mitsui Fudosan Group Compliance Policy, Compliance Rules and Compliance Procedures, the Company strives to clarify basic views and procedures related to the elimination of antisocial forces while raising internal awareness.

Each division of the Company also investigates and confirms that a transaction partner is not involved in organized crime before the transaction begins. The Company regularly cooperates with the police, the National Center for Removal of Criminal Organizations, lawyers, and other outside expert organizations, and in the unlikely event the Company faces unwarranted demands or violent behavior from such organizations, the necessary action will be taken, including contacting the relevant police department and taking legal measures.

Information Security Management System

The Company appoints the chairperson of the Risk Management Special Committee as a general director of information security management. Under the general director’s supervision, a chief administrator, manager, group leader and other leadership are assigned at each organizational level to manage information security risk.

Personal Information Protection Initiatives

To appropriately utilize and manage personal information, in line with the Information Security Management System, the Group implements and manages its Personal Information Protection Policy in accordance with applicable laws and regulations.

Moreover, we strive to reinforce the system and cultivate awareness through the following efforts.

• Formulation and application of Guidelines for Personal Information Protection
• Training through e-learning
• Formulation of personal information protection plan
• Thorough management of subcontractors
• Enhancing personal information protection by Group companies

Tax Transparency

Policy

Based on its compliance policies, the Group pays an appropriate level of tax and through its fair and highly transparent corporate activities, contributes to co-prosperity in harmony with society and the realization of a sustainable society. As a global entity, the Group pays attention to international organizations and trends-such as the OECD and the BEPS Project-and has constructed a suitable tax affairs framework for the Group. Maintaining this system, the Group will fulfill its social obligation in regard to taxation.

Compliance with Tax Laws

The Group conducts its corporate activities in strict compliance with all applicable tax laws and in the spirit of taxation, as well as guidelines from international organizations such as the OECD, the EU, the UN, etc., and takes into consideration legislative intent. Furthermore, it pays all prescribed taxes by their designated due dates in accordance with their country of origin.

Transfer Pricing

With regard to dealings among its international partners, the Group will take into consideration the arm’s length price and appropriately distribute earnings based on the degree to which each party contributed, as well as on analysis of the functions, assets, and risks of the relevant subsidiary and country.

Eliminating Double Taxation

In order to avoid tax on the same economic gains being applied across numerous countries, the Group will implement measures, including adhering to the tax treaties of those countries in which it is conducting its business.

Securing Transparency

The Group will disclose its policies regarding taxes, and take care to provide easy-to-understand explanations and maintain a high level of transparency for each respective country’s taxation authorities.

Relationships with Taxation Authorities

The Group will obey each respective country’s tax administration and tax collection procedures. Further, it will maintain healthy and normal relations with relevant taxation authorities, and will not offer any inappropriate benefits or provisions. Should the Group and taxation authorities come into conflict, we will proactively discuss the matter with the authorities to find a resolution and prevent reoccurrences through appropriate improvement measures concerning the issue.

Tax Planning

In order to maximize value for shareholders, the Group will implement appropriate and fair tax minimization measures. It will not, however, conduct any inappropriate tax planning, including measures such as applying beneficial taxation systems that disregard the legislative intent behind laws and regulations. Nor will it deliberately avoid taxes in ways that are not in line with its business goals or actual conditions, or by utilizing tax havens.

Governance System

While the Board of Directors bears oversight responsibility for tax-related risks, under the Executive Management Committee, which supervises overall risk management for the Group, the Risk Management Special Committee manages business risk, including tax affairs. The Managing Director who acts as the person in charge of legal affairs and compliance, the Chief Risk Officer, the Chief Legal Affairs Officer, and the Chief Officer for Compliance is the person with overall responsibility for tax affairs, belongs to the Risk Management Special Committee, and periodically reports on risk management to the Board of Directors. As part of our risk management, the Audit Department periodically conducts audits to review observance with the Code of Conduct and Code of Ethics. When the Audit Department identifies any compliance violations, it reports the results to the Board of Corporate Auditors. For more details on the specific framework and other aspects of the system, please see the Risk Management section.