AEON REIT Investment CorporationSecurities Code:3292

Governance Initiatives

  1. Home
  2. Sustainability Initiatives
  3. Governance Initiatives

Corporate governance

Governance of 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.

Asset management system

Asset management system of 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.

Compliance system

Basic policy of the Investment Corporation

The Investment Corporation and the Asset Management Company, 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.

Basic policy of the Asset Management Company

The Investment Corporation and the Asset Management Company, which is commissioned to manage the assets of the Investment Corporation, are aware of their social responsibility and mission for society, which are derived from the fact that the Investment Corporation's asset management involves the management of its investors' funds, and 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.

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

Lessee Total Rent Received (Millions of yen)
Period ended Jul. 2019 Period ended Jan. 2020
AEON Retail Co., Ltd. 7,593 7,593
AEON Mall Co., Ltd. 6,306 6,821
AEON Hokkaido Corporation 677 677
AEON KYUSHU Co., Ltd. 589 589
The Daiei, Inc. 588 588
AEON Global SCM Co., Ltd. 289 289
AEON CO. (M) BHD.(Note2) 20
(756 thousand RM) (※)
19
(762 thousand RM) (※)
Total 16,065 16,579
(※) RM = Malaysian Ringgit
Lessor Total Rent Paid (Millions of yen)
Period ended Jul. 2019 Period ended Jan. 2020
AEON Retail Co., Ltd. 1,176 1,176
AEON Mall Co., Ltd. 646 661
AEON Hokkaido Corporation 165 165
AEON KYUSHU Co., Ltd. 32 32
Total 2,020 2,035
Note 1 "Related parties" are defined as related parties of the asset management companies under asset management agreement with AEON REIT as defined in Article 123 of Order for Enforcement of the 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.
Note 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.

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 Fees and Commissions received (Thousands of yen)
Period ended Jul. 2019 Period ended Jan. 2020
Management fee I 485,277 493,102
Management fee II 264,229 275,383
Acquisition fee 0 90,200
Disposition fee 0 0

このページの先頭へ