CRE Logistics REIT, Inc.

Securities Code: 3487

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JAPANESE

Governance

Holding of Investment Units by Officers and Employees of the Asset Management Company

We believes that more clearly showing investors their attitude towards fulfilling their responsibilities to achieve the sound growth of the Investment Corporation by not only CRE, the sponsor, but also by the managements with the above responsibilities making their profit situation equal to that of the investors will be necessary to make the future management of the Investment Corporation or support for the Investment Corporation more meaningful and effective. Also, Many officers and employees of the Asset Management Company hold investment units of the Investment Corporation based on a cumulative investment system and internal regulations.

Company Title Name Units held (Note)
CRE President Tadahide Kameyama 722 units
the Asset Management Company President Tsuyoshi Ito 1,125 units
Managing Director Takeshi Oka 60 units
10 out of 12 employees 116 units
(Note) As of December 31, 2020. Also, the number of each holding unit is rounded down to the nearest unit.

Revision of asset management fee structure more aligned with unitholder interests

The Investment Corporation and the Asset Management Company amend Articles of Incorporation at the General Meeting of Unitholders held on September 27, 2019 and revise fee structure from the Period ending June 2020 in order to introduce asset management fee structure more aligned with unitholder interests. By decreasing management fees based on total assets and income before income taxes and establishing a new management fee based on earnings per unit, the linkage with earnings per unit has increased. Also, the Investment Corporation repealed fee on sale to prevent fee being charged even in the case of the sale of property that is detrimental to the interests of unitholders because a loss on sale is recognized.

Independence of the Asset Management Company

Given that the Asset Management Company was established as an independent asset management company, all its members are proper employees and CRE is not involved in their recruitment or personnel evaluation.

Compliance Structure

・The Asset Management Company shall strictly comply with laws and regulations, internal regulations, etc., strive to maintain sound and appropriate business operations and ensure the trust of customers (including the unitholders of the Investment Corporation to which the Asset Management Company provides asset management services. The same shall apply hereunder).

・From the perspective of ensuring appropriate business operations, the Asset Management Company shall establish internal regulations that provide for basic policies on legal compliance, practical implementation plans, a code of conduct, etc. It shall emphasize compliance without relying heavily on revenue targets, provide internal education to officers and employees, explain its significance to them and examine the status of compliance. If any inappropriate treatment, etc. is identified, it shall review internal regulations and devise necessary measures, including the revision of compliance regulations, to prevent the reoccurrence of similar incidents.

・If an incident of misconduct occurs, it shall promptly be reported to the Compliance Department, the management team (meaning the Directors and Auditor of the Asset Management Company. The same shall apply hereunder) and the regulatory authorities in accordance with the Compliance Regulations. Remedial measures ensuring the appropriate functioning of internal checking and the prevention of reoccurrence shall be examined and responsibilities shall be clarified.

Appropriate management of conflict of interests

・In managing the assets of the Investment Corporation, the Asset Management Company shall appropriately identify and manage interested parties in order to avoid customers’ interests from being harmed by acts involving a conflict of interest. Regarding transactions with interested parties, the Asset Management Company shall follow strict screening procedures in accordance with prescribed rules.

・The Compliance Committee shall be the first to examine a transaction with interested parties. The committee shall ensure objectivity and confirm that there are no problems regarding the legality and fairness of the transaction. Only after the matter is approved and a resolution passed by the Compliance Committee will the matter be submitted to the Investment Committee and the Board of Directors for discussion and resolution. Moreover, these transactions shall be contingent upon the prior consent of the Investment Corporation based on the approval of the board of directors of the Investment Corporation, which includes lawyers and certified public accountants as supervising officers. In this manner, transactions with interested parties may be implemented after strict screening procedures.

Active sharing of information with investors

・Rationalize disclosures by correcting information gaps among investors.
Promote fair disclosure and the rationalization of disclosure by enhancing supplementary explanation materials at the time of announcement of public offering.

・IR activities in consideration of COVID-19
Since March 2020, we will hold conference calls and web conferences with institutional investors in Japan and overseas to have the same dialogue as usual.

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