Corporate Governance

We see establishing and reinforcing corporate governance as one of our most critical management tasks, and will aim to realize our corporate philosophy, achieve management plans, improve corporate value in the medium/long-term, and grow continuously by reinforcement of this corporate governance.
Furthermore, our basic philosophy of corporate activities is to pursue efficient, fair, and highly transparent operations to attain greater corporate value for the sake of all our stakeholders.

Based on this philosophy, we endeavor to improve our management system and management organization mainly through appropriate and rapid decision-making, reinforcing the monitoring function of our decision-making, establishment of a compliance system, improvement and strengthening of an internal control system, and establishment of good relations with stakeholders.

Corporate Governance System

As of December 1, 2021

Corporate Governance System

Business Management System

We set up the Board of Directors to decide important matters concerning business operations, such as the decision of management plans, and resolutions set by the laws, regulations, and the articles of incorporation. It also monitors the management activities as well. This improves corporate value by responding dynamically to changes in the business and management environment.
The Board of Directors holds the Corporate Management Council before the meeting of the Board of Directors to discuss important matters concerning business operation for the purpose of rapid decision-making of management and smooth business operation. In addition, the Executive Board is held to share information about company management in order to achieve smooth business operation and strengthened cooperation.
Furthermore, the Board of Directors set up various committees to discuss the major management challenges of our company. Specifically, we set up the "Nomination and Compensation Committee" to confer about selection and remuneration of directors, the "Advisory Committee for Directors of Affiliated Companies" for discussing items as an advisory to the Directors of the affiliated companies, the "Risk Management Committee" to manage risks in the business operation, the "Compliance Committee" to maintain and manage the compliance structure, the "Personnel Committee" to confer about personnel utilization, the "IT Committee" to maintain IT environment, the "CSR Executive Committee" and "CSR Committee" to work on CSR challenges.
In the business operation structure, Leopalace21 employs a four-headquarters system comprised of the Business Operation Headquarters which manage each business division; the Corporate Management Headquarters which establish and monitor the management strategies, increase inter-divisional synergy and support smooth business operation; the Compliance Promotion Headquarters which aims to strengthen our legal compliance and monitor business risks; and the Construction Defects Response Headquarters which handle construction defects.
We also see the enhancement of audit functions as our critical management task, and will try to reinforce the management monitoring function by setting the Board of Auditors as a supervising body for directors' business operations, by electing outside directors, and by setting the Auditing Department which is responsible for internal audit functions.
With this structure in place to clarify responsibilities and authorities, we aim to continuously enhance our corporate governance.

Board of Directors

The Board of Directors (the Board), composed of eight directors including five outside directors, put an important point in managing both ensuring speed of the management and improving monitor function. We think appropriate election of directors is important to improve the corporate value. Therefore, we incorporate the deliberation at Nomination and Compensation Committee, including outside directors as a committee member, in the decision process.
It holds regular meetings once a month, while extraordinary meetings can be called at any time as required, in order for decisions to be made on critical management matters as well as to monitor business performance and directors' performance of duties.

Outside Directors

We elected five outside directors now to reinforce the audit function of management and to receive objective advice for decision-making. The outside directors give various advices to improve corporate value by participating in essential meetings such as the Board of Directors meetings. Especially in selection and remuneration determination of the Board, we think decision based on an objective advice is important. Therefore, the Nomination and Compensation Committee is composed of President and CEO, and outside directors.
In addition, the election of the outside directors is based on an independency standard we formulated. Please refer to the relevant part in our Corporate Governance Report.

Audit & Supervisory Board

The Audit & Supervisory Board, composed of four members including two outside members, emphasizes on monitoring the directors' performance of duties. Based on the audit plans prepared by the Audit & Supervisory Board, the members attend important meetings such as the Board of Directors' meetings, conduct operational status investigations and regularly collaborate with the Auditing Department, accounting auditors and outside directors to enhance the effectiveness of audits.

Ensuring Corporate Governance

Director responsible for the Corporate Management Headquarters is supervising the management of Leopalace21 and affiliates in order to achieve thorough governance throughout the Group. Affiliates liaison conference is regularly held to promote smooth information exchange and group activity. In addition, directors of each affiliate are in charge of establishment of CSR promoting system, compliance system, and risk management system, in line with policies based on management plan and efficient business operation.

Corporate Governance Report

Download our Corporate Governance Report (PDF)

Systems for Compliance, Risk Management, and CSR Promotion

CSR Promotion, Compliance System and Risk Management System

Compliance System

With regards to the compliance system, the Compliance Committee has been set up as an advisory body to the Board of Directors, in addition to the establishment of the Corporate Code of Ethics and an internal reporting system, aiming to strengthen compliance. With the outside director serving as chair, the Compliance Committee includes lawyers and other external experts. As one plank in our efforts to bolster governance, the committee develops various measures relating to compliance such as enhancing educational training and reinforcing the information management system. We are also working to bolster monitoring systems and to identify and improve problems, and have put into place a system to assertively implement compliance-related measures onsite where operations are conducted, assigning a person responsible for compliance at each division and department.

Also, the construction defects problem prompted us to fundamentally review the compliance and risk management system of Leopalace21 group. As of January 2019, we have established a Compliance Management Department (current Compliance Promotion Department) under direct control of the President and CEO and reorganized as headquarters organization, Compliance Management Headquarters on April 1, 2019. It was renamed Compliance Promotion Headquarters on June 1, 2020. The Compliance Promotion Department will plan and formulate new systems and verify compliance with laws and regulations for new businesses, services, and new products. The Compliance Promotion Department will lead efforts to establish an organizational culture that ensures thorough compliance through the restructuring of systems that enable firsthand risk information from departments and subsidiaries, such as designing departments and construction departments, to be shared throughout the company, as well as to promote compliance training to raise knowledge and awareness and to reinforce "compliance-first" management framework.

Risk Management System

With regards to the risk management system, the Risk Management Committee has been created as an advisory body to the Board of Directors to ascertain and manage the risks facing the entire Company in a comprehensive manner, with a view to strengthening risk management. With the president serving as chair, the Risk Management Committee includes lawyers and other external experts. It not only verifies risk management conditions but also plans and implements training and other measures in its efforts to reduce risk and increase preparedness and prevention. Each division extracts and analyzes risks concerning their operations, establishes and supervises risk countermeasures, and reports these efforts to the Risk Management Committee. The committee ensures the proper management of risks in each division through consultation and guidance.

CSR Promotion System

With regards to the CSR promotion system, the CSR Executive Committee and CSR Committee have been set up as advisory bodies to the Board of Directors to promote CSR activities. The CSR Executive Committee will make plans and decisions on CSR policies, plans, etc. that will contribute to the enhancement of the corporate value of the group. The CSR Committee is comprises of the Director in charge of CSR as the chairman, and includes supervisors of each division as members. It checks the progress of activities by basic CSR policies and consults about future goals to promote CSR activities. Our Group's CSR activities are in line with changing modern-day needs and guidelines such as ISO 26000. We have set out five new basic policies and are committed to expanding CSR activities even further through our business.
As stated above, we intend to implement CSR activities in accordance with these five basic policies, underpinned by corporate governance and compliance system, in order to "create new value" hand in hand with all of our stakeholders.

Internal Control System

Our Group's basic policy of the internal control system is to base our corporate activities on legal compliance and compliance with social ethics. Specifically, we adopt a system by which the Audit & Supervisory Board, Compliance Committee, the Compliance Promotion Department, the Human Resources & General Affairs Department, and the Auditing Department supervise if relevant laws and regulations have been complied, on the very basic internal understanding of the Corporate Ethics Charter. Additionally, we have established the Auditing Council to prepare appropriate financial statements while aiming to comply with all laws and regulations, to safeguard the company's assets, and to carry out our business activities efficiently. We have also created the Risk Management Committee, establishing a system to conduct research on all management risks within the company group and to conduct prior check of importance and necessity of the outstanding issue. Furthermore, we opened a window for the internal communication in order to grasp and improve various other issues of problems to accomplish further improvement and reinforcement of the internal control system.

Basic Policies on Financial Reporting

In the interests of reliable financial reporting, we ensure adequate disclosure of financial information and implement transparent, sound corporate management in accordance with the following basic policies.

1. We will comply with standards and legislation, formulate accounting and other applicable regulations, and put in place the necessary IT environment to adequately process our accounts.

2. We will design organizations and systems to ensure that all information pertaining to financial reports is provided quickly and accurately, both inside and outside the group.

3. We will rigorously implement risk management as part of all operating processes within the group, and strive to create internal control systems that are both efficient and transparent.

4. We will regularly evaluate the standard and implementation of internal controls in accordance with generally accepted standards, and continue to improve our operations on an ongoing basis.

5. We will continue to improve and implement internal controls in relation to financial reporting, and submit valid and adequate internal control reports.

Internal Audit

The Auditing Department, established as a department directly reporting to the president, oversees the internal control and internal audit functions and conducts audits, including of subsidiaries and affiliates. The Auditing Council, set up to maintain sound internal controls, is tasked with monitoring management activities and risk management and thereby strengthens governance. The results of audits are reported to directors and auditors at monthly meetings of the Auditing Council and also to accounting auditors for information sharing.

Audit by the Audit & Supervisory Board members

The Audit & Supervisory Board members, including two outside members out of comprising four, attend the important meetings such as the Board of Directors' meetings to understand critical decision-making processes and the directors' performance of duties. They also conduct operational status investigations and regular opinion exchange with President and CEO to raise the effectiveness of audits. The Audit & Supervisory Board members and the accounting auditors hold quarterly debriefing meetings and other meetings as needed.
As described above, Auditing Department, Audit & Supervisory Board members, and accounting auditors work closely to try to achieve efficient internal audits and audits by the Audit & Supervisory Board members.

Audit by CPA

Leopalace21 has hired Grant Thornton Taiyo ASG to audit its financial statements. The auditing contract we signed is for audits to be performed in accordance with Japanese legislation, the Companies Act, and the Financial Instruments and Exchange Act.

The Basic Policy on the Establishment of an Internal Control System

Download our Basic Policy on the Establishment of an Internal Control System (PDF)

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