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Governance

Governance

Governance of KDO

In addition to the General Meeting of Unitholders, which is composed of unitholders, the organization of KDO consists of the Board of Directors, which is composed of an Executive Officer and Supervisory Directors, and an Independent Auditor. For details, please refer to “Status of Board of Directors” below. The number of supervisory directors must be the number of executive directors plus one or more.
The Board of Directors of KDO is required to meet at least once every three months. In actual operations, Board of Directors meetings are held about once a month in principle.
At Board of Directors meetings, the Executive Director reports on the operational status of the Asset Manager and the General Administrator., The directors and employees of the Asset Manager and the General Administrator also provide detailed reports on the status of business execution as needed. The Independent Auditor is EY Ernst & Young ShinNihon LLC.
The Executive Director is responsible for the execution of KDO’s businesses and is authorized to take any judicial or out-of-court actions with respect to KDO’s operations. The Supervisory Directors have the authority to supervise the execution of duties by the Executive Director.

Status of Board of Directors

Candidates for directors are elected by resolution at the General Meeting of Unitholders provided there are no causes for disqualification as stipulated in the Act on Investment Trust and Investment Corporations (the “ITA”) and other laws and regulations (Articles 98 and 100 of the ITA and Article 164 of the Ordinance for Enforcement of the ITA).

Title Name M/F Tenure Attendance at Board of
Directors meetings
Reason of appointment
Executive
Directors
Jiro Takeda M 3 years and
5 months
100% (15/15) Sufficient knowledge and experience of financial industry and real estate
Supervisory
Director
Shiro Toba M 16 years and
4 months
100% (15/15) Sufficient knowledge and experience as a certified public accountant; no conflicts of interest with KDO and the Asset Manger
Supervisory
Director
Yoshihiro Morishima M 9 years and
6 months
100% (15/15) Sufficient knowledge and experience as a Licensed Real Estate Appraiser; no conflicts of interest with KDO and the Asset Manger
Supervisory
Director
Takahiro Seki M 7 years and
7 months
100% (15/15) Sufficient knowledge and experience as a lawyer; no conflicts of interest with KDO and the Asset Manger
Note: Tenure is as of September 30, 2021. Attendance at Board of Directors meetings is for 2020.

Remuneration of Board of Directors

The criteria and timing of payments of remuneration to KDO’s directors are as follows.

(1)KDO shall pay monthly remuneration to executive directors at an amount decided by the Board of Directors, up to an amount equivalent to 800,000 yen per month for each executive director, no later than the last day of the relevant month.

(2)KDO shall pay monthly remuneration to supervisory directors at an amount decided by the Board of Directors, up to an amount equivalent to 500,000 yen per month for each supervisory director, no later than the last day of the relevant month.

The actual amount of remuneration is as follows.

Title Name Total amount of remuneration
(April 2020 to March 2021)
Executive Director Jiro Takeda 4.2 million yen
Supervisory Director Shiro Toba 4.2 million yen
Supervisory Director Yoshihiro Morishima 4.2 million yen
Supervisory Director Takahiro Seki 4.2 million yen
Note: As of September 30, 2021.

Remuneration of Independent Auditor

KDO shall pay remuneration to Independent Auditor at an amount decided by the Board of Directors, up to an amount equivalent to 12 million yen for each accounting period subject to the audit, no later than the last day of the month following the month in which all audit reports required under the ITA and other laws and regulations for the relevant accounting period are received.

The actual amount of remuneration is as follows.

Name Total amount of remuneration
(May 2020 to April 2021)
Independent Auditor EY Ernst & Young ShinNihon LLC 25.6 million yen

The Independent Auditor communicates appropriately and conducts appropriate audits through discussions with KDO and KFM and accounting audit reporting, which are conducted each fiscal year.

Operational structure

KDO has entrusted the management of its assets to Kenedix Real Estate Fund Management, Inc. (“KFM”), in accordance with the provisions of the Investment Trust Act. KFM manages KDO’s assets under an asset management contract with KDO.
The organizational chart of KFM is as follows.
https://www.kdo-reit.com/en/about/asset.html

Asset management fee

The management fee paid by KDO to the Asset Manager is based on the following calculations as stipulated in KDO’s Articles of Incorporation. KDO aims to align the interests of unitholders and the Asset Manager by introducing an asset management fee structure linked to the amount of distributions per unit and unit performance.

Asset Management Fee I Total assets × 0.13%
Asset Management Fee II Distribution per unit (Note 1) × 23,000
Asset Management Fee III Increase in distribution per unit (Note 2) ×Number of outstanding investment units × 10%
Acquisition Commission Acquisition price × 0.5% (0.25% for acquisition from related parties)
Sale Commission Sale price × 0.5% at a maximum
Merger fee Appraisal value of assets to be succeeded x 1.0% (maximum)
Note 1: When there is a loss carried forward, obtained by dividing the amount calculated by subtracting loss carried forward from income before income taxes before Asset Management Fees II and III by the number of outstanding investment units as of the end of relevant fiscal period.
Note 2: Obtained by subtracting simple average of DPU for the most recent 4 fiscal periods from DPU. If the amount subtracted does not exceed zero, Asset Management Fee III shall be zero.

Kenedix Group’s investment in KDO (same boat investment)

Kenedix, Inc. holds 6,258 units in KDO as of June 2, 2021 (1.46% of the total units issued and outstanding).
This aligns Kenedix Group’s interest with KDO’s unitholders’ interests.

Compliance

Compliance is one of the highest management priorities of Kenedix Real Estate Fund Management, Inc. (“the Asset Manager”), which is the asset management company of KDO. The Asset Manager has a framework whereby compliance activities are promoted under the leadership of the Board of Directors, Compliance Officer and Compliance Committee.
As an asset manager for multiple REITs, we have a social obligation to use our business to produce value. Constant and extensive compliance activities are essential for increasing the value of our business in terms of both quality and quantity.

Board of Directors (KFM)

The Board of Directors determines the basic policy for compliance activities as well as other basic items concerning compliance. The Board of Directors can ask the Compliance Officer and Compliance Committee to submit reports as needed concerning the status of compliance activities.
The Compliance Officer submits proposals for the establishment of a compliance manual and a compliance program, as well as revisions. These proposals are first examined and approved by the Compliance Committee. The proposals then go to the Board of Directors for final approval. As a rule, a compliance program is established for every fiscal year and the Compliance Officer promptly submits progress reports to the Board of Directors. In addition, the Compliance Officer submits internal audit reports and clerical accident reports in a timely manner or periodically.
The Board of Directors makes decisions on appointments of the following important positions regarding the management of REIT assets by the Asset Manager. Individuals who are selected must have outstanding character and knowledge along with the skills needed to perform the assigned duties. In addition, the outside members of the asset management committees of each department must be certified real estate appraisers and the outside member of the Compliance Committee must be either an attorney or a certified public accountant.
(1) Outside member of the Compliance Committee
(2) Outside members of the asset management committees of each department
(3) Compliance Officer

Compliance Officer

The Compliance Officer works on the establishment of compliance system in the Asset Manager and the creation of a corporate culture that abides by laws and regulations, as well as rules.
The Compliance Officer ensures that the necessary relevant documents are prepared in conjunction with the presentation of such an agenda as the establishment/change of management guidelines and asset management plans for the respective departments and the acquisition of individual assets, and conducts preliminary examinations regarding whether there are any serious problems in terms of compliance, such as the violation of laws and regulations.
The Compliance Officer also administers matters regarding compliance in the Asset Manager as a chairperson of the Compliance Committee. Specifically, the Compliance Officer is assigned with duties such as drafting and improvement of compliance manuals and compliance programs, as well as periodical instructions and trainings to executives and employees and the inspection of compliance with laws and regulations, based on compliance programs.

Compliance Committee

The Compliance Committee, which is chaired by the Compliance Officer,examines and reaches decisions about matters involving all aspects of compliance activities.
As chairperson of this committee, the Compliance Officer supervises all items concerning compliance at the Asset Manager.
The Compliance Committee examines all other important matters involving compliance and reaches decisions, which are reported to the Board of Directors.
The compliance manual and compliance program proposals submitted by the Compliance Officer are examined and approved by the Compliance Committee. The proposals then go to the Board of Directors for final approval. As a rule, a compliance program is established for every fiscal year and the Compliance Officer promptly submits progress reports to the Board of Directors.

The decision-making process

The Asset Manager manages the assets of KDO under a discretionary asset management contract with KDO. In this role, the Asset Manager establishes asset management guidelines, investment policies, related party transaction rules, distribution policies, disclosure policies and other basic policies regarding the asset management of KDO.
For the asset management of KDO, the Asset Manager prepares an asset management plan and other documents (in addition to the asset management plan, medium-term and annual business plans) in accordance with the asset management guidelines. Based on the investment policy stipulated in the asset management guidelines and the related party transaction rules, properties to be acquired or sold are selected and the transactions are subsequently executed.
Transactions with related parties as prescribed in the Investment Trust Act and related parties as prescribed in the Related Party Transaction Rules require the approval of KDO Board of Directors and based on this resolution, the agreement of the KDO Executive Director. However, this requirement does not apply for certain types of transactions.

Note: Transactions within the scope of insignificance criteria are excluded from the decision-making process above. Such transactions are executed upon approved by the Asset Management Committee.

Responding to anti-social forces

The Asset Manager has prepared a Manual for Responding to Anti-social Forces and the Prevention of Transfers of Criminal Proceeds. To reject relationships of any kind with anti-social forces, the Asset Manager has a resolute stance for refusing to deal with criminal and other anti-social forces.
The Asset Manager confirms that buyers and sellers of properties, tenants, business partners, and other transaction counterparties are not anti-social forces. In addition, the Asset Manager requires all contracts to include provisions for refusing to deal with anti-social forces and performing confirmations in accordance with the Act on Prevention of Transfer of Criminal Proceeds when conducting transactions. Consequently, the Asset Manager is taking concrete actions for the purpose of preventing relationships with anti-social forces.

Measures against money laundering and terrorist financing

The Asset Manager has prepared a Manual for Responding to Anti-social Forces and the Prevention of Transfers of Criminal Proceeds and properly performs confirmations in accordance with the Act on Prevention of Transfer of Criminal Proceeds when conducting transactions. These activities are used to confirm the identities of transaction counterparties as well as their attributes, business activities and purpose of the transaction. Risk identification, evaluation and reduction measures are implemented from the perspective of the risk-based approach specified in the Guidelines Concerning Money Laundering and Financing of Terrorism of the Financial Services Agency.

Ethics and anti-corruption measure

The Employment Regulations and Compliance Manual of the Asset Manager state that the Asset Manager will not tolerate money laundering, embezzling, fraud, theft or other criminal activity. In addition, the Asset Manager strictly prohibits the acceptance of bribes or other improper activities, directly or involving a third party, by the staff of the Asset Manager in connection with their duties. If any activity of this type is discovered, disciplinary action will be taken based on the Employment Regulations.
Furthermore, the Asset Manager has established rules concerning entertainment outside the company, whether an employee received or provides this hospitality, for the purpose of preventing hospitality that goes beyond normal social standards. To prevent improper activities, employees are required to receive approval before providing meals or other hospitality to others. The implementation of these guidelines is subject to internal audits. The most recent internal audit concerning entertainment and other hospitality took place in fiscal 2020.

Whistle-blowing system

Employees of the Asset Manager are obliged to submit reports as prescribed in Rules Concerning the Internal Reporting System in the event of a violation or suspicion of a violation of a law or regulation (including a violation of the Code of Conduct of the Asset Manager) and when it is impossible or extremely difficult to remedy a violation through conventional business practices. Individuals who submit reports, cooperate with the submission of reports or participate significantly in examinations of reports are protected by laws and regulations and the internal reporting system. Any negative consequences for individuals involved with internal reports are strictly prohibited. In addition, the whistle-blowing system stipulates that KFM must maintain confidentiality with respect to the information reported, and that information such as the name of the whistleblower must not be disclosed unless consented by the whistleblower.

Internal audits

The Head of the Internal Audit Department of the Asset Manager prepares an internal audit plan, which complies with the Internal Audit Rules, as a person in charge of internal audits. After the plan is approved by the Board of Directors, audits are performed in accordance with the plan. Internal audit reports accurately reflecting issues found and raised during audits are prepared. The person in charge of internal audits shares such an internal audit report with the President & CEO and the Board of Directors without delay. Departments that were audited establish a plan for making improvements without delay, factoring in the significance of issues raised, and take the necessary actions. The person in charge of internal audits appropriately oversees progress with improvements at departments that were audited, confirms that improvements have been completed and reflects these activities in the subsequent internal audit plan. To confirm the suitability of the business processes of the Asset Manager or for some other reason as needed, the Board of Directors or the person in charge of internal audits can, at their discretion, ask for an external audit by outside experts.

Compliance training

To ensure that everyone is aware of the importance of compliance, the Asset Manager provides compliance training for new employees when they first join the company as well as for all executives and employees, including temporary employees.

Compliance training held in 2020

Training content Date of training
Financial Instruments and Exchange Act, Act on Investment Trusts and Investment Corporations and financial regulation January 2020
Harassment prevention March and August 2020
Managing conflict of interests July 2020
Information management September 2020
Response in the event of accidents and administrative errors October 2020
Counteracting anti-social forces and measures to prevent money laundering November 2020

Policy for Customer-Oriented Business Conduct

The Asset Manager is firmly committed to the asset management of each REIT with the objective of maximizing value for investors. As part of these activities, the Asset Manager has adopted the Principles for Customer-Oriented Business Conduct announced on March 30, 2017 by the Financial Services Agency and has established policies for activities that comply with these principles.
For details, please visit the following website:
https://kenedix-fm.com/en/kokyaku.html

Risk Management

The Asset Manager has established Rules for Risk Management for the purposes of ensuring the soundness of its management and properly managing risk as a company that manages investments. These rules specify a risk management policy, risk management department and risk management methods.
Risk at the Asset Manager are investment management risk, real estate management risk, financial risk, legal compliance risk, administrative risk, IT system risk, and business continuity risk. A department is designated for the management of each one of these risk factors.
The designated risk management departments constantly monitor the status of their respective risk categories. If a significant problem occurs or may occur, the department managing that risk category promptly submits information about the problem and a course of action to the Board of Directors.
All departments responsible for risk management perform a reexamination once every two years concerning the risk items, details and policies for responding to these potential problems.
After acquiring a sufficient understanding of the locations and nature of risk factors, the Board of Directors establishes a risk management policy based on strategic goals and supervises the establishment of a suitable risk management infrastructure.
Based on a sufficient understanding of the importance of the risk management department, the Board of Directors determines a suitable policy and activities to ensure risk management policies are understood throughout the Asset Manager. In addition, the Board of Directors holds discussions concerning the risk management structure as needed. The Compliance Officer supports the role of the Board of Directors by supervising the practical management of each risk.