CORPORATE GOVERNANCE SYSTEM

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

System Structure

As a “Company with Nominating Committee, etc.,” the Company has been working to bring about greater clarity of roles and a strengthening of functions in both the execution of business and the supervision of the management by having the Board of Directors not only take on the function of management supervision but also delegate decision authority on individual business execution to the Corporate Executive Officers wherever possible and promoting clarification of authorities and responsibilities concerning business execution and prompt decision-making.

In addition, three committees (the Nominating Committee, Audit Committee, and Remuneration Committee—a majority of each of whose membership are Outside Directors) nominate the candidates for Director, decide remuneration of corporate officers, and perform audits on the execution of duties of the Directors and Corporate Executive Officers, etc., and thereby promote high standards and ensure transparency of the decision-making process. Accordingly, we deem that in so doing the Company undertakes the mandate of its stakeholders, especially its shareholders, while also contributing to achieving medium- to long-term improvement in its corporate value.

System Structure

Board of Directors

Board of Directors

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 29, 2021, the Board of Directors consists of 15 directors, of whom seven are outside directors. The role of chairman of the Board of Directors is held by the chairman of the Board, 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.

写真:Hirotaka Sugiyama

Hirotaka Sugiyama
Chairman of the Board

写真:Junichi Yoshida

Junichi Yoshida
Director

Junichi Tanisawa

Junichi Tanisawa
Director

Tetsuji Arimori

Tetsuji Arimori
Director

Hiroshi Katayama

Hiroshi Katayama
Director

Hitoshi Kubo

Hitoshi Kubo
Director

Jo Kato

Jo Kato
Director

Noboru Nishigai

Noboru Nishigai
Director

Tsuyoshi Okamoto

Tsuyoshi Okamoto
Outside Director

Shin Ebihara

Shin Ebihara
Outside Director

Tetsuo Narukawa

Tetsuo Narukawa
Outside Director

Masaaki Shirakawa

Masaaki Shirakawa
Outside Director

Shin Nagase

Shin Nagase
Outside Director

Setsuko Egami

Setsuko Egami
Outside Director

Iwao Taka

Iwao Taka
Outside Director

Nominating Committee, Audit Committee, and 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 to the general meeting of shareholders 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
・Five meetings in FY2021
・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
・Fifteen meetings in FY2021
・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
・Six meetings in FY2021
・Decision-making on individual remuneration amounts based on remuneration systems
Membership 4 (4 outside) 5 (2 inside, 3 outside) 4 (4 outside)
Chairperson Tsuyoshi Okamoto
(Outside Director)
Tetsuo Narukawa
(Outside Director)
Shin Ebihara
(Outside Director)

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

Attendance Rates of Outside Directors in FY2021 and Contributions Made

Name Attendance at Meetings of the Board of Directors and Committees Overview of Contributions Made and Work Performed to Fulfill Expectations of Role
Tsuyoshi Okamoto
Board of Directors
Nominating Committee
Remuneration Committee
9/9
5/5
6/6
Tsuyoshi Okamoto poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his management experience at a comprehensive energy company. In this way, he fulfills supervisory and monitoring functions of the Company’s management.
Shin Ebihara
Board of Directors
Nominating Committee
Remuneration Committee
9/9
5/5
6/6
Shin Ebihara poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his wealth of international experience and knowledge gained through his extensive years as a diplomat. In this way, he fulfills supervisory and monitoring functions of the Company’s management.
Tetsuo Narukawa
Board of Directors
Audit Committee
9/9
15/15
Tetsuo Narukawa poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his international experience as well as management experience at financial institutions and real estate companies. In this way, he fulfills supervisory and monitoring functions of the Company’s management.
Masaaki Shirakawa
Board of Directors
Nominating Committee
Remuneration Committee
9/9
5/5
6/6
Masaaki Shirakawa poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his knowledge in finance and economics, among other fields, gained through his experience working at a central bank. In this way, he fulfills supervisory and monitoring functions of the Company’s management.
Shin Nagase
Board of Directors
Audit Committee
9/9
15/15
Shin Nagase poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his management experience at an airline company. In this way, he fulfills supervisory and monitoring functions of the Company’s management.
Setsuko Egami
Board of Directors
Nominating Committee
Remuneration Committee
9/9
5/5
6/6
Setsuko Egami poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging her abundant knowledge of corporate strategy, marketing strategy, and human resource development. In this way, she fulfills supervisory and monitoring functions of the Company’s management.
Iwao Taka
Board of Directors
Audit Committee
9/9
15/15
Iwao Taka poses pertinent questions and offers valuable advice from an objective viewpoint independent of management executives in charge of business affairs, by leveraging his extensive knowledge regarding business ethics and compliance, among other fields. In this way, he fulfills supervisory and monitoring functions of the Company’s management.

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.
(1) A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting rights of the Company.
(2) 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.
(3) A representative employee, employee, or member of staff of the Company’s accounting auditor.
(4) 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.

Corporate 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 June 29, 2021, the Company has 15 Corporate Executive Officers.

Reasons for the Appointment of Corporate Executive Officers

(As of June 29, 2021)

Name Title Duties Reasons for Appointment
Junichi Yoshida Representative Corporate
Executive Officer,
President & Chief
Executive Officer
General,
In charge of Internal Audit Office
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of the Company’smanagement as President and Chief Executive Officer from April 2017. As such, he is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of businessexecution of the Company, leveraging management experiences in the Company and extensive knowledge and experiencerelated to the business of the Group.
Junichi Tanisawa Representative Corporate
Executive Officer,
Deputy President
Assistant to President,
Supervising Commercial Property Business Group,
In charge of Commercial Property Business Strategy Department,
Commercial Property Business Planning Department
Having served as General Manager and Officer of the Commercial Property Business Group and the Corporate Group of theCompany and other positions, Junichi Tanisawa is expected to contribute to enhancing the corporate value of the Group on amedium- 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.
Tetsuji Arimori Representative Corporate
Executive Officer,
Executive Vice President
In charge of Corporate Planning Department,
Sustainability Management and PromotionDepartment
Having served as President & Chief Executive Officer of the Group company, Officer of the Business Development, ClientRelations & Solutions Group, the Investment Management Group and Corporate Group of the Company and other positions, Tetsuji Arimori isexpected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a CorporateExecutive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experiencerelated to the business of the Group.
Hidemi Waki Representative Corporate
Executive Officer,
Executive Vice President
In charge of Urban Redevelopment Department Having served as President & Chief Executive Officer of the Group company, General Manager of the Corporate Group andOfficer of the Commercial Property Business Group of the Company and other positions, Hidemi Waki is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officerwho takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to thebusiness of the Group.
Futoshi Chiba Representative Corporate
Executive Officer,
Executive Vice President
In charge of Commercial Property Management Department,
Facility Management Planning Department,
xTECH Leasing and Promotion Department,
Museum Management Office
Having served as President & Chief Executive Officer of the Group company and Officer of the Commercial PropertyBusiness Group and other positions, Futoshi Chiba is expected to contribute to enhancing the corporate value of the Group on amedium- 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.
Hiroshi Katayama Representative Corporate
Executive Officer,
Executive Vice President
In charge of Finance & Accounting Department,
Corporate Communications Department
Having served as General Manager of the Investment Management Group and Officer of the Corporate Group of the Company,President & Chief Executive Officer of the Group company and other positions, Hiroshi Katayama is expected to contribute toenhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takescharge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of theGroup .
Kenji Hosokane Representative Corporate
Executive Officer,
Executive Vice President
Supervising Business Development, Client Relations & Solutions Group,
In charge of Client Strategy Planning Department,
Office Leasing and Tenant Relations Department,
Retail Property Leasing Department
Having served as General Manager and Officer of the Commercial Property Business Group and Officer of the BusinessDevelopment, Client Relations & Solutions Group of the Company and other positions, Kenji Hosokane is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officerwho takes charge of business execution of the Company, leveraging his extensive knowledge and experience related to thebusiness of the Group.
Keiji Takano Senior
Executive Officer
Supervising Investment Management Group,
In charge of Investment Management Business Department
Having served as General Manager of the Corporate Group, the International Business Group and General Manager and Officer of the Investment ManagementGroup of the Company and other positions, Keiji Takano is expected to contribute to enhancing the corporate value of theGroup on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of theCompany, leveraging his extensive knowledge and experience related to the business of the Group.
Atsushi Nakajima Senior
Executive Officer
In charge of Project Planning Department,
Urban Project Development Department,
Logistics Facilities Development Department,
Hotel Business Department
Having served as President & Chief Executive Officer of the Group company, General Manager and Officer of theInternational Business Group and Officer of the Commercial Property Business 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 as aCorporate Executive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge andexperience related to the business of the Group.
Yuji Fujioka Senior
Executive Officer
In charge of Airport Business Department Having served as President & Chief Executive Officer of the Group company and Officer of the Commercial PropertyBusiness Group of the Company and other positions, Yuji Fujioka is expected to contribute to enhancing the corporate value ofthe Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business execution of theCompany, leveraging his extensive knowledge and experience related to the business of the Group.
Bunroku Naganuma Senior
Executive Officer
Supervising Residential Business Group,
In charge of Residential Business Planning Department,
CLT Business, Residential Land & Recreational Facilities Management Office
Having served as General Manager of the Investment Management Group, General Manager and Officer of the CorporateGroup and of the Company, Representative Director of the Group company and other positions, Bunroku Naganuma isexpected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis as a CorporateExecutive Officer who takes charge of business execution of the Company, leveraging his extensive knowledge and experiencerelated to the business of the Group.
Toru Kimura Senior
Executive Officer
In charge of Kansai Branch Having served as General Manager of the Business Development, Client Relations & Solutions Group and the CommercialProperty Business Group of the Company and other positions, Toru Kimura is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of businessexecution of the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Yutaro Yotsuzuka Senior
Executive Officer
Supervising International Business Group,
In charge of International Business Planning Department
Director, Deputy President of Mitsubishi JishoResidence Co., Ltd.
Having served as General Manager of the Corporate Group and Officer of the International Business Group of the Company,President & Chief Executive Officer of the Group company and other positions, Yutaro Yotsuzuka is expected to contribute toenhancing the corporate value of the Group on a medium- to long-term basis as a Corporate Executive Officer who takescharge of business execution of the Company, leveraging his extensive knowledge and experience related to the business of theGroup.
Ikuo Ono Senior
Executive Officer
In charge of Business Creation Department,
DX Promotion Department
Having served as General Manager of the Commercial Property Business Group and Officer of the Innovation and BusinessTransformation Group of the Company and other positions, Ikuo Ono is expected to contribute to enhancing the corporatevalue of the Group on a medium- to long-term basis as a Corporate Executive Officer who takes charge of business executionof the Company, leveraging his extensive knowledge and experience related to the business of the Group.
Hitoshi Kubo Corporate Executive Officer In charge of Human Resources Department,
General Affairs Department, Legal & ComplianceDepartment,
Compliance, Risk Management and Disaster Prevention
Having served as Director of the Group company and General Manager of the Corporate Group of the Company and otherpositions, Hitoshi Kubo is expected to contribute to enhancing the corporate value of the Group on a medium- to long-termbasis as a Corporate Executive Officer who takes charge of business execution of the Company, leveraging his extensiveknowledge and experience related to the business of the Group.

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CORPORATE INFORMATION

  • A MESSAGE FROM THE MANAGEMENT
  • ABOUT MITSUBISHI ESTATE
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