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Mori Hills REIT Investment Corporation TSE Code:3234

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Corporate Governance

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Corporate Governance

Corporate Governance

In addition to a general meeting of all unitholders, MHR’s governance structure consists of one executive director, two supervisory directors, the board of directors and an accounting auditor as required by Act on Investment Trusts and Investment Corporations.

The executive director undertakes executive management and represents MHR. The supervisory directors oversee the executive director's performance of the position’s duties.

The board of directors is comprised of the executive director and the supervisory directors and makes important decisions regarding the execution of MHR’s duties, such as approval of the executive director's execution of MHR’s important duties and approval of financial statements.

The executive director reports to the supervisory directors from time to time regarding the status of asset management, compliance and risk management and other matters. Each supervisory director oversees the execution of duties by the executive director through the reporting on investigation requested by the supervisory directors.

The Accounting Auditor performs the audit of financial statements etc. of MHR and reports to the supervisory directors in the event of discovering the serious actions in violation of laws and regulations or actions violating the proper execution of duties by the executive director.

Remuneration to Directors and Unit Holding Policy

Remuneration to Directors

The criteria for payment of remuneration to directors of MHR and the timing of such payments shall be as follows:

(1)
MHR shall pay monthly remuneration to executive directors at an amount decided by the board of directors that it determined reasonable in light of general price and wage trends, etc., up to an amount equivalent to one million (1,000,000) yen per month for each executive director, no later than the last day of the relevant month.
(2)
MHR shall pay monthly remuneration to supervisory directors at an amount decided by the board of directors that it determined reasonable in light of general price and wage trends, etc., up to an amount equivalent to fifty-hundred thousand (500,000) yen per month for each supervisory director, no later than the last day of the relevant month.
Unit Holding Policy

Directors of MHR may not buy or sell investment units of MHR in order to prevent insider trading as stipulated in the Insider Trading Management Regulations of MHR.

Structure of Asset Management for the Investment Corporation

MHR entrusts the management of its assets to its asset management company.

The following is the organizational structure of MHR’s asset management company.

Criteria for Electing Directors

Directors of MHR are elected based on the following criteria and on the condition that they are not disqualified per the stipulations in the Act on Investment Trusts and Investment Corporations, and related laws. Directors are appointed as a result of the resolution of a General Meeting of Unitholders.

Title Name Reasons for Election Attendance during the 25th period ended January 31, 2019
Executive
Director
Hideyuki
Isobe
Mr. Isobe was elected with the expectation that he would be able to undertake business management as Executive Director based on his knowledge and experience, etc. in the real estate financing business from a broad perspective. 5/5 times
Supervisory
Director
Masakuni
Tamura
Mr. Tamura was elected with the expectation that he would be able to oversee the Company’s management based on his knowledge and experience, etc. as a Real Estate Appraiser from a broad perspective. 5/5 times
Supervisory
Director
Koji
Nishimura
Mr. Nishimura was elected with the expectation that he would be able to oversee the Company’s management based on his knowledge and experience, etc. as a lawyer from a broad perspective. 5/5 times

Dialogue with Unitholders

Instead of pursuing short-term performance shortsightedly, we aim to improve unitholders' value over the medium to long term by formulating strategies and policies while assessing changes in society and the economic environment in order to communicate sufficiently with unitholders and to share a common direction for the road ahead.

It is the policy of MHR and MIM to make fair and accurate disclosure of information in a timely manner that contributes to investment decisions.

We communicate policies and management conditions to unitholders to establish a long-term relationship based on trust while actively seeking bi-directional communication by incorporating the opinions of unitholders into our business activities.

For the disclosure policy of IR, please refer to IR Policy.

 

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