Governance

Initiatives

Asset Management System

Asset management system of AEON REIT Investment Corporation

The Investment Corporation has concluded an asset management service agreement with AEON Reit Management Co., Ltd., the asset management company. The Asset Management Company conducts asset management operations, including the acquisition and transfer of properties and the leasing of properties, under the asset management system below.

Risk management

The Investment Corporation complies with the provisions of the Investment Trust and Investment Corporation Act and related laws and regulations in relation to risks associated with investment management. The Asset Management Company, which is commissioned to manage assets, has established the Risk Management Regulations, which are internal rules, to manage risks appropriately. When serious risks emerge, they are reported to the Board of Directors without delay.

Corporate Governance

Governance of AEON REIT Investment Corporation

The Investment Corporation's managing bodies are the General Meeting of Unitholders consisting of unitholders, an Executive Director, two Supervisory Directors, the Board of Directors consisting of the Executive Director and Supervisory Directors, and the Independent Auditor. The Independent Auditor is PricewaterhouseCoopers Aarata LLC.

Executive Director and Supervisory Directors

  • Status of Executive Director and Supervisory Directors and their term of office
    • Status of Executive Director and Supervisory Directors
    • The term of office of the Executive Director and Supervisory Directors is two years, which is specified in the bylaws.
  • Appointment criteria for Executive Director and Supervisory Directors
    • Director candidates shall not have any reasons for disqualification as set out in the Investment Trust and Investment Corporation Act and other related laws and regulations (Articles 98 and 100 of the Investment Trust and Investment Corporation Act and Article 244 of the Ordinance for Enforcement of the Investment Trust and Investment Corporation Act). The directors are appointed by a resolution of the General Meeting of Unitholders. The current directors are all outside experts (lawyers, accountants) who do not have any vested interest in the Investment Corporation.

Managerial remuneration, etc.

  • Remuneration for Executive Director and Supervisory Directors
    An Executive Director's monthly remuneration is 1 million yen or less. A Supervisory Director's monthly remuneration is 1 million yen or less. Their remunerations are determined by the Board of Directors and shall be amounts considered reasonable in light of remunerations for directors, auditors, etc. who perform similar duties to those of the Executive Director and Supervisory Directors at stock companies and other juridical persons and trends in general prices and wages, etc.
  • Independent Auditor's remuneration
    The Independent Auditor's remuneration is determined by the Board of Directors. It is 30 million yen or less for each audit period.

Compliance System

Basic policy of AEON REIT Investment Corporation and AEON Reit Management

AEON REIT Investment Corporation and AEON Reit Management, which is commissioned to manage the assets of the Investment Corporation, are aware of their social responsibility and mission regarding society, which are derived from the fact that the Investment Corporation's asset management involves the management of its investors' funds. They have built an asset management system that is appropriate for promoting management prioritizing compliance to establish the trust of society by contributing to the development of the economy and society through healthy operations.

Maximization of investor value

We emphasize taking ESG factors into consideration in our investment and asset management processes for sustainable asset management and the enhancement of the value of the assets we own.
The Investment Corporation aims to maximize investor value through external evaluation and environmental certifications for the assets it has in its sustainability activities.

Appropriate management of Conflicts of Interest

Decision-making process in conflict-of-interest transactions

As shown in the chart below, a system has been established in which the opinions of third parties with no vested interest in the Aeon Group are reflected in decision making at the Asset Management Company regarding transactions involving interested parties, including acquisitions of assets from the Aeon Group.

figure: Decision-making process in conflict-of-interest transactions

Status of transactions with related parties, etc. of the Investment Corporation

(a) Rent received
Lessee Total Rent Received (Millions of yen)
20th Period
August 1, 2022 to January 31, 2023		 21th Period
Febryary 1, 2023 to July 31, 2023
AEON Mall Co., Ltd. 9,727 10,711
AEON Retail Co., Ltd. 6,741 6,750
AEON Hokkaido Corporation 1,019 1,021
AEON KYUSHU Co., Ltd. 764 764
The Daiei, Inc. 588 588
AEON TOHOKU Co., Ltd. 511 511
AEON Global SCM Co., Ltd. 289 289
AEON CO. (M) BHD.*2 24
(791 thousand RM) *3		 25
(842 thousand RM) *3
Total 19,667 20,664
(b) Rent paid
Lessor Total Rent Paid (Millions of yen)
20th Period
August 1, 2022 to January 31, 2023		 21th Period
Febryary 1, 2023 to July 31, 2023
AEON Mall Co., Ltd. 1,189 1,333
AEON Retail Co., Ltd. 895 895
AEON Hokkaido Corporation 262 262
AEON TOHOKU Co., Ltd. 185 185
AEON KYUSHU Co., Ltd. 64 64
Total 2,596 2,740
*1 "Related parties" are defined act on Investment Trusts and Investment Corporations, and Article 26, Section 27 of the Regulations regarding management reports of investment trusts and investment corporations set by The Investment Trusts Association, Japan.The same shall apply hereafter. *2 The amount of total rent received is converted to Japanese yen using the exchange rate (the average exchange rate during the month prior to the transaction) at the time of the transaction. *3 RM = Malaysian Ringgit

Clarification of fees, etc.

Method of calculation of fees etc. related to asset management

The Asset Management Company receives asset management fees, acquisition fees and disposal fees. The calculation method specified in the Investment Corporation's bylaws is as shown below.

Management Fee Structure Calculation Method
Management fee Management fee Ⅰ Total assets × 0.3% (maximum rate) × {No. of operating days / 365}
Management fee Ⅱ DPU before deducting Management fee Ⅱ × NOI × 0.001% (maximum rate)
Acquisition fee Acquisition price × 0.5% (maximum rate)
[Related party transactions: Acquisition price × 0.25%(maximum rate)]
Disposition fee Disposition price × 0.5% (maximum rate)[Related party transactions: no disposition fee paid]

Clarification of fees and commissions, etc.

Actual asset management fees
Type of Fee Asset Management Expenses (Thousands of yen)
20th Period
August 1, 2022 to January 31, 2023		 21th Period
Febryary 1, 2023 to July 31, 2023
Management fee Ⅰ 590,708 579,939
Management fee Ⅱ 338,164 358,826
Acquisition fee 42 106,500
Disposition fee 0 0