Corporate governance system

basic way of thinking
system design
Board of Directors
Board of Directors skills matrix
Nominating Committee, Audit Committee, Remuneration Committee
Attendance and remarks by outside Director (fiscal year ending March 2025)
Executive officer

Basic Policy
System Structure
Board of Directors
Board of Directors Skill Matrix
Nominating Committee / Audit Committee / Remuneration Committee
Attendance Rates of Outside Directors in FY2024 and Contributions Made
Corporate Executive Officers

Basic Way of Thinking

Under the basic mission of "We contribute to society through urban development," we have established a brand slogan, "The "A Love for People A Love for the City"" We aim to achieve “true corporate value improvement” by achieving a highly balanced coexistence with all stakeholders, and we have positioned the establishment and promotion of a corporate governance system as one of the most important management issues to achieve this. increase.

In developing and promoting the corporate governance system, we will strive to clarify the roles and strengthen the functions of management supervision and business execution, and ensure transparency and objectivity of management in order to fulfill accountability to stakeholders including shareholders. It's based on trying.

Basic Policy

Mitsubishi Estate aims to realize the enhancement of corporate value through a harmonious balance between corporate growth and the interests of its various stakeholders by following its brand slogan, “A Love for People. A Love for the City,” based on its basic mission of “contributing to society through urban development.” The Company shall position the development and promotion of its corporate governance system as one of the most important management issues in realizing this goal.

In developing and promoting our corporate governance system, to bring about greater clarity with regard to roles and the strengthening of functions in both the supervision of management and the execution of business while also fulfilling accountability to our shareholders and other stakeholders, the basic policy shall work to ensure the transparency and objectivity of management

Institutional Design

System Structure

As a company with Nominating Committee, etc., the Company has established Board of Directors under which all members are nominated and Remuneration Committee with all members being external Director, and Audit Committee consisting only of non-executive Director, in order to enhance the sophistication and transparency of the decision-making process.

As a Company with Nominating Committee, etc., Mitsubishi Estate has established the Nominating Committee and the Remuneration Committee, which are composed entirely of outside directors, and the Audit Committee, which is membered solely by non-executive directors. Positioned under the Board of Directors, these committees help promote high standards and ensure transparency in the decision-making process.

Board of Directors

Board of Directors determines the basic management policy of the Company and supervises the execution of duties by Director and Executive Officers. As of June 27, 2025, the Board of Director consists of 14 members, of which 7 are external Director, and the chairman is the Board of Directors Chairperson, who does not concurrently serve as an Executive Officer.

Board of Directors Overall, we have achieved a system that satisfies the diversity and appropriate balance of backgrounds.

The Board of Directors decides the basic policy of the Company's management, and it also carries out supervision of the execution of duties by directors and corporate executive officers. As of June 27, 2025, the Board of Directors consists of 14 directors, of whom seven are outside directors. The role of chairperson of the Board of Directors is held by the chairperson of the Board of the Company, who does not concurrently serve as a corporate executive officer.

The membership of the Board of Directors is appropriately balanced with members from a diverse range of backgrounds.

Junichi Yoshida

Chairman of the Board

Atsushi Nakashima

Director

Yutaro Yotsuzuka

Director

Naoki Umeda

Director

Mikito Hirai

Director

Hiroshi Katayama

Director

Toru Kimura

Director

Masaaki Shirakawa

Director (Outside Director)

Tetsuo Narukawa

Director (Outside Director)

Tsuyoshi Okamoto

Director (Outside Director)

Melanie Brock

Director (Outside Director)

Wataru Sueyoshi

Director (Outside Director)

Ayako Sonoda

Director (Outside Director)

Naosuke Oda

Director (Outside Director)

Junichi Yoshida

Chairperson of the Board

Atsushi Nakajima

Director

Yutaro Yotsuzuka

Director

Naoki Umeda

Director

Mikihito Hirai

Director

Hiroshi Katayama

Director

Toru Kimura

Director

Masaaki Shirakawa

Outside Director

Tetsuo Narukawa

Outside Director

Tsuyoshi Okamoto

Outside Director

Melanie Brock

Outside Director

Wataru Sueyoshi

Outside Director

Ayako Sonoda

Outside Director

Naosuke Oda

Outside Director

Please refer to the convocation notice for the reasons for the appointment of Director.

Reasons for Nomination as Candidate for Director
Please refer to the Notice of Convocation of the General Meeting of Shareholders.
The Notice of Convocation of the General Meeting of Shareholders

Board of Directors skills matrix

Board of Directors Skill Matrix

In light of our group 's medium- to long-term management and business strategies, we have identified the skills (knowledge, experience, and abilities) that our Board of Directors should possess in order to properly perform its management oversight and monitoring functions in order to realize the Long-Term Management Plan 2030, which was created in January 2020.
The skills of our Director and the reasons for hiring them are as follows:

In January 2020, the Company formulated its Long-Term Management Plan 2030 based on the Group's medium- to long-term management strategies and business strategies. To realize the plan, the Company has identified the skills (knowledge, experience, and capabilities) needed for the Company's Board of Directors to exercise its management oversight function and monitoring function effectively.
The skill matrix of the Company’s Directors and reasons for skill selection are provided below.

Nominating Committee / Audit Committee / Remuneration Committee

	Nominating Committee	Audit Committee	Remuneration Committee
Committee Duties	Decision-making on the details of the proposals to the General Meeting of Shareholders related to the appointment and dismissal of directors	Auditing and compilation of audit reports pertaining to the performance of duties by corporate executive officers and directors Decision-making on the details of the proposals related to the appointment, dismissal, and non-reappointment of the accounting auditor	Formulation of remuneration policies for corporate executive officers and directors Decision-making on remuneration amounts for individual corporate executive officers and directors
Committee Activities （FY2024)	Five meetings in FY2024 Determination of the details of director nomination proposals based on standards for nominating director candidates formulated by the Nominating Committee Reports and deliberations with regard to the nomination of corporate executive officers prior to the resolution by the Board of Directors	15 meetings in FY2024 Performance of audits through coordination with the accounting auditor and internal audit divisions based on audit standards and plans Attendance at important meetings, review of important documents, and visits to internal divisions, branches, and subsidiaries by full-time members of the Audit Committee	Eight meetings in FY2024 Decision-making on individual remuneration amounts based on the remuneration system
Committee Composition* （As of June 27, 2025)	4 (4 outside)	5 (3 outside, 2 inside)	4 (4 outside)

Name	Inside/outside	Nominating Committee	Audit Committee	Remuneration Committee
Masaaki Shirakawa	Outside	○	ー	◎
Tetsuo Narukawa	Outside	ー	◎	ー
Tsuyoshi Okamoto	Outside	◎	ー	○
Melanie Brock	Outside	○	ー	○
Wataru Sueyoshi	Outside	ー	○	ー
Ayako Sonoda	Outside	○	ー	○
Naosuke Oda	Outside	ー	○	ー
Hiroshi Katayama	Inside	ー	○	ー
Toru Kimura	Inside	ー	○	ー

* All three committees are composed solely of non-executive directors.

◎ Chairperson
○ Committee member

Attendance Rates of Outside Directors in FY2024 and Contributions Made

Name	Attendance at meetings of the Board of Directors, etc.	Status of Expression of Opinions and Outline of Duties Performed in regard to Expected Roles
Masaaki Shirakawa	Meetings of the Board of Directors: 9/9 Meetings of Nominating Committee: 5/5 Meetings of Remuneration Committee: 8/8	He executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging his knowledge on finance and economy, etc., gained through his experience in a central bank.
Tetsuo Narukawa	Meetings of the Board of Directors: 9/9 Meetings of Audit Committee:15/15	He executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging his management experience in a financial institution, international experience and management experience in a real estate company.
Tsuyoshi Okamoto	Meetings of the Board of Directors: 9/9 Meetings of Nominating Committee: 5/5 Meetings of Remuneration Committee: 8/8	He executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging his management experience in an integrated energy company.
Melanie Brock	Meetings of the Board of Directors: 9/9 Meetings of Nominating Committee: 5/5 Meetings of Remuneration Committee: 8/8	She executed supervision and check functions regarding the Company's management through appropriate questions and/or remarks from a global perspective and based on an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging her extensive knowledge regarding marketing, business strategy, and diversity promotion activities, etc., cultivated through international consulting activities.
Wataru Sueyoshi	Meetings of the Board of Directors: 9/9 Meetings of Audit Committee:15/15	He executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging his knowledge on corporate legal affairs, risk management and governance, etc. gained through his experience as an attorney.
Ayako Sonoda	Meetings of the Board of Directors: 9/9 Meetings of Nominating Committee: 5/5 Meetings of Remuneration Committee: 8/8	She executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging her extensive knowledge regarding ESG, SDGs, and CSR, etc., cultivated through consulting activities related to sustainable management.
Naosuke Oda	Meetings of the Board of Directors: 7/7 Meetings of Audit Committee: 12/12	He executed supervision and check functions regarding the Company’s management through appropriate questions and/or remarks from an objective viewpoint independent of management executives who are in charge of executing business affairs by leveraging his management experience in a steel company.

* As Naosuke Oda took office as Director on June 27, 2024, the number of meetings counted as the scope of attendance for the Board of Directors meetings, etc., is different from that of the other Directors.

独立社外取締役の独立性判断基準

Outside Director candidates will comply with the duty of due care of a prudent manager to the company, and will contribute to the realization of a truly valuable society through the urban development that are environmentally friendly and satisfying to people who live, work, and relax. ”, and based on our group business characteristics based on a medium- to long-term perspective, such as urban development in the Marunouchi district, we have the qualities and abilities to contribute to sustainable improvement of corporate value in the medium- to long-term. , from the viewpoint of whether or not it contributes to the common interests of shareholders without being biased toward the interests of specific stakeholders, by utilizing their own management experience, experience in management, or experience and knowledge in specialized fields such as global, finance, and risk management. Persons with character and insight who can make objective, fair and impartial judgments. However, in principle, we do not appoint a person who falls under any of the independence standards set by the Tokyo Stock Exchange or the independence standards for outside Director listed below.

Shareholders holding voting rights exceeding 10% of the total number of voting rights of the Company or their executives
A business partner whose transaction amount with the Company exceeds 2% of the Company's consolidated operating revenue in the most recent fiscal year, or an executive thereof
Representative member, employee or employee of the auditing firm that is our accounting auditor
Lawyers, certified public accountants, tax accountants, consultants, etc. who receive professional services from the Company, and whose Remuneration from the Company exceeds 10 million yen in the most recent fiscal year.

Independence Standards for Independent Outside Directors

Candidates for the outside director position shall fulfill a duty of care as a prudent manager toward the Company; understand the Group’s basic mission of contributing to the creation of a truly meaningful society by building attractive, environmentally sound communities where people can live, work, and relax with contentment; apply their qualities and capabilities to contribute to enhancing medium- to long-term sustainable corporate value, as well as their experience and knowledge in specialized fields such as global business, finance, and risk management, in view of the Group’s business characteristics, such as supporting urban development in the Marunouchi area; and have personality and knowledge enabling objective and fair judgments, based on the perspective that they shall contribute to the common interests of shareholders without bias toward the interest of any particular party of interest. However, as a general principle, candidates are not elected if the Tokyo Stock Exchange’s standards for independence and the following independence standards for outside directors apply to them.

A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting rights of the Company.
A transaction party or executive member of an entity whose transactional amounts in the most recent fiscal year have exceeded 2% of consolidated revenue from operations of the Company.
A representative employee, employee, or member of staff of the Company’s accounting auditor.
An attorney, certified public accountant, tax accountant, consultant, or other party who has received compensation from the Company exceeding ¥10 million in the most recent fiscal year.

Executive officerCorporate Executive Officers

Executive officers are appointed by a resolution of Board of Directors and are responsible for making decisions and executing business operations as delegated by Board of Directors.
As of April 1, 2026, there are 16 executive officers.

The Corporate Executive Officers are appointed by resolution of the Board of Directors. They make decisions on business execution delegated to them by the Board of Directors and carry out the execution of such business.
As of April 1, 2026, the Company has 16 Corporate Executive Officers.

Reasons for the Appointment of Corporate Executive Officers

(As of April 1, 2026)

Atsushi Nakajima	Representative Corporate Executive Officer, President & Chief Executive Officer	General, In charge of Internal Audit Department	Having served as President & Chief Executive Officer of the Group company, Officer of the International Business, the Commercial Property Business, and the Corporate group of the Company, and other positions, Atsushi Nakajima is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis by utilizing his qualities and abilities to create the Group's ideal vision from a medium- to long-term perspective and make decisions and execute difficult management issues with a resolute and assertive stance, in addition to leverage his extensive knowledge and experience related to the business of the Group, high ethical standards, and integrity.
Yuji Fujioka	Deputy President	President mission	Having served as President & Chief Executive Officer of the Group company, Officer of the Commercial Property Business of the Company, and other positions, Yuji Fujioka is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Yutaro Yotsuzuka	Representative Corporate Executive Officer, Deputy President	Assistant to President, In charge of Corporate Planning Department, Planning and Research Department, Sustainability Management and Promotion Department	Having served as President & Chief Executive Officer of the Group company, Officer of the International Business, the Marunouchi Property Business, and the Commercial Property Business of the Company, and other positions, Yutaro Yotsuzuka is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Bunroku Naganuma	Representative Corporate Executive Officer, Executive Vice President	Supervising Investment Management Group, In charge of Investment Management Business Department	Having served as Representative Director of the Group company, Officer of the Corporate group and the Residential Business of the Company, and other positions, Bunroku Naganuma is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Masaharu Miyajima	Representative Corporate Executive Officer, Executive Vice President	Supervising Commercial Property Business Group, In charge of Commercial Property Business Planning Department, Commercial Property Management Department	Having served as President & Chief Executive Officer of the Group company, General Manager of the Residential Business, and other positions, Masaharu Miyajima is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Ryozo Kawabata	Representative Corporate Executive Officer, Executive Vice President	Supervising Business Development, Client Relations & Solutions Group, In charge of Client Strategy Planning Department, Business Development, Consulting & Solutions Department, Collaborative Creation Sales Department	Having served as President & Chief Executive Officer of the Group company, Officer of the Business Development, Client Relations & Solutions group, and other positions, Ryozo Kawabata is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Haruhiko Araki	Representative Corporate Executive Officer, Executive Vice President	Supervising Marunouchi Property Business Group, In charge of Marunouchi Property Business Planning Department, Marunouchi Property Management Department, Retail Property Business Department	Having served as President & Chief Executive Officer of the Group company, Officer of the Marunouchi Property Business, and other positions, Haruhiko Araki is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Naoki Umeda	Senior Executive Officer	In charge of Finance & Accounting Department, Corporate Communications Department	Having served as President & Chief Executive Officer of the Group company, Officer of the Corporate group, and other positions, Naoki Umeda is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Masato Aikawa	Senior Executive Officer	Supervising Residential Business Group, In charge of Residential Business Planning Department, Residential Customer Relations Promotion Department	Having served as President & Chief Executive Officer of the Group company, Officer of the International Business of the Company, and other positions, Masato Aikawa is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Hirofumi Kato	Senior Executive Officer	In charge of Kansai Branch	Having served as President & Chief Executive Officer of the Group company, Officer of the Residential Business of the company, and other positions, Hirofumi Kato is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Toru Takeda	Senior Executive Officer	In charge of Business Development Planning Department, Airport Business Department, Kamiseya Business Planning Office, Yokohama Branch	Having served as General Manager and Officer of the Commercial Property Business and other positions, he is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Toshiyuki Inoue	Senior Executive Officer	In charge of Urban Development Promotion Department, Urban Energy Strategy Planning Department, Marunouchi Development Department, TOKYO TORCH Department	Having served as General Manager and Officer of the Marunouchi Property Business, General Manager of the Commercial Property Business, and other positions, Toshiyuki Inoue is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Masanori Iwase	Senior Executive Officer	Supervising International Business Group, In charge of International Business Planning Department, Director, Deputy President of Mitsubishi Estate Residence Co., Ltd.	Having served as General Manager and Officer of the International Business and other positions, Masanori Iwase is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Masahiro Murai	Senior Executive Officer	In charge of Office Leasing and Tenant Relations Department 1, Office Leasing and Tenant Relations Department 2	Having served as General Manager and Officer of the Business Development, Client Relations & Solutions group and other positions, Masahiro Murai is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Mikihito Hirai	Senior Executive Officer	In charge of Human Resources Department, General Affairs Department, Legal & Compliance Department, Compliance, Risk Management and Disaster Prevention	Having served as General Manager of the Marunouchi Property Business, General Manager and Officer of the Corporate group, and other positions, Mikihito Hirai is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Satoshi Iwata	Senior Executive Officer	In charge of Logistics Facilities Development Department, Urban Project Development Department 1, Urban Project Development Department 2, Hotel Business Department	Having served as General Manager and Officer of the Commercial Property Business and other positions, he is expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.