1. Matters Concerning Governance of the Investment Corporation
(1) Content of the Organization
The organization of the Investment Corporation is comprised of a general meeting of unitholders, Board of Directors and Accounting Auditors. The general meeting of unitholders is comprised of unitholders, whereas the Board of Directors are comprised of Executive Directors and Supervisory Directors.
(2) Organization, Personnel and Procedures of Supervision through Internal Control and by Supervisory Directors
The Board of Directors of the Investment Corporation is comprised of Executive Directors and Supervisory Directors, and in principle, a Board of Directors' meeting is to be held at least once every 3 months. In reality, the Board of Directors meet at least once a month and the Executive Directors report on the status of operations, and the status of clerical work carried out by the General Administrator, as well as on other matters. In addition, the President and Chief Executive Officer and officers in charge of each department of the asset management company also make detailed reports on operations. Through these reports, the Supervisory Directors fulfill their role of supervising whether operations by the Executive Directors and asset management services are being executed appropriately.
(3) Supervision through Supervisory Directors and Mutual Collaboration with Accounting Auditor
At the Board of Directors meetings, Supervisory Directors receive detailed reports from the Executive Directors, the President and Chief Executive Officer of the asset management company (Daiwa Real Estate Asset Management Co., Ltd.; hereinafter, the "Asset Management Company") as well as officers in charge of each department and carry out active discussions concerning them, and thus carry out their supervisory function. Furthermore, the Accounting Auditor audits financial documents every fiscal period, and submits an auditing report. Moreover, in the event a violation of laws and regulations is discovered during the auditing process, the Accounting Auditor must report the matter to the Supervisory Directors.
(4) Development Status of the Investment Corporation's System for Managing Related Entities
The Board of Directors of the Investment Corporation has developed a system for managing the Asset Management Company. Details are as follows.
- Approval of the Board of Directors is required for the formulation or amendment of management guidelines which stipulate management policies, rules on dealing with interested parties, disclosure policy, etc. and the formulation of asset management plans.
- Approval of the Board of Directors is required for acquisitions and sales of assets under management with interested parties to ensure that internal procedures of the Asset Management Company have been appropriately conducted. In reality, all dealings with interested parties besides the acquisition and sale of assets are also reported to the Board of Directors and deliberated accordingly.
- Results of internal audits conducted at the Asset Management Company are reported to the Board of Directors, and the appropriateness of operations and any problematic issues are deliberated.
Furthermore, in order to appropriately manage General Administration (clerical work concerning institution management, management of the unitholders' registry and other information, accounting work, etc.) and the Asset Custodian, the Investment Corporation reserves the right to receive necessary reports as appropriate from each respective outsourcee and request to look through books, etc. concerning the outsourced operations in line with the outsourcing agreements concluded between itself and the respective outsourcee of each operation.
2. Management System of the Asset Management Company
As mentioned earlier, the Investment Corporation entrusts its asset management services to the Asset Management Company.
The organizational structure of the Asset Management Company is as follows.
The Asset Management Company provides asset management services outsourced by the Investment Corporation under the above organizational structure.
3. Formation of Investment Decision-Making
The Asset Management Company has formulated management guidelines in accordance with the Articles of Incorporation of the Investment Corporation. The guidelines set forth basic policies concerning investment such as the investment policy of the Investment Corporation, rules on dealing with interested parties, disclosure policy, etc. In addition, the Asset Management Company formulates asset management plans and makes decisions concerning the acquisition of assets to be managed, as well as over other asset management matters in accordance with the management guidelines.
4. Risk Management System Concerning Asset Management
The Investment Corporation manages and supervises the Asset Management Company by holding Board of Directors' meetings at least once in 3 months, where it receives reports concerning the status of management, etc. by the Asset Management Company, among others. Furthermore, with respect to dealings with interested parties of the Asset Management Company, approval of the Board of Directors of the Investment Corporation must be obtained over the fact that internal procedures of the Asset Management Company have been properly conducted. Moreover, a management system is maintained by receiving reports on the status of the execution of operations, etc. from the General Administrator and the Asset Custodian.