JEI shall have at most two executive director and at most four supervisory directors (note:the number shall always exceed the number of executive directors by at least one).
JEI’s decision-making bodies consist of a unitholders’ meeting comprised of unitholders, one executive director, three supervisory directors, a Board of Directors comprised of the executive director and supervisory directors, and an accounting auditor. One attorney, one certified public accountant and one real estate appraiser are appointed as JEI’s supervisory directors, and each of these directors supervises the status of business execution by executive directors from the perspective of their respective areas of expertise.
Compensation for Directors
The payment standards for compensating the executive director and supervisory directors stipulated in JEI’s by-laws are shown below. Any changes require a General Meeting of Unitholders resolution.
Compensation for an executive director shall be the amount determined by the Board of Directors, with an upper limit of 700,000 yen per month per person
Compensation for a supervisory director shall be the amount determined by the Board of Directors, with an upper limit of 700,000 yen per month per person
The actual amount of compensation is as follows.
Title
Name
Total compensation for each director（Thousand yen）
38th Period (Ended Jun. 2025)
39th Period (Ended Dec. 2025)
Executive Director
Kazuhiro Ono(Note1)
－(Note3)
－(Note3)
Executive Director
Masahiro Sato(Note1)
－
－(Note3)
Supervisory Director
Eiji Takagi
1,800
1,800
Supervisory Director
Osamu Hirakawa(Note2)
1,800
1,200
Supervisory Director
Hiroaki Komatsu
1,800
1,800
Supervisory Director
Mika Narahashi(Note2)
－
600
Kazuhiro Ono resigned on October 31, 2025, and Masahiro Sato, who was elected as executive director at the general unitholders’ meeting held on September 29, 2025, and assumed office on November 1, 2025.
Osamu Hirakawa resigned on October 31, 2025, and Mika Narahashi, who was elected as supervisory director at the general unitholders’ meeting held on September 29, 2025, and assumed office on November 1, 2025.
The executive director is not paid remuneration for serving as JEI’s executive director
Fees for Accounting Auditor
Fees for Accounting Auditor of JEI is specified in the Articles of Incorporation as below, and any change to such requires resolution by the General Meeting of Unitholders.
Fees for Accounting Auditor shall be the amount determined by the Board of Directors with 20 million yen per fiscal period as an upper limit.
Fees of the Accounting Auditor is as follows.
Title
Name
Description of compensation
Total amount of compensation （Thousand yen）
38th Period （Ended Jun. 2025）
39th Period （Ended Dec. 2025）
Accounting Auditor
Ernst & Young ShinNihon LLC
Compensation based on audit services
12,000
12,000
Compensation based on non-audit services
7,625
1,200
Selection Criteria for Directors
Candidates for directors must not meet any of the criteria for disqualification stipulated in the Investment Trust Act and other laws and must not have any special vested interests in JEI. The candidates must be competent to carry out the various duties they have to fulfill.
They are selected by means of a resolution of JEI’s General Meeting of Unitholders.
Title
Name
Reason for appointment
Attendance at Board of Directors meetings （FY2025）
Executive Director
Kazuhiro Ono(Note1)
Management from the broad standpoint based on knowledge and experience in financial and real estate businesses, etc., can be expected.
100% （5times/5times）
Executive Director
Masahiro Sato(Note1)
Management from the broad standpoint based on knowledge and experience in financial and real estate businesses, etc., can be expected.
100% （1time/1time）
Supervisory Director
Eiji Takagi
Supervision of management from the broad standpoint based on knowledge and experience as an accounting expert, etc., can be expected.
100% （6times/6times）
Supervisory Director
Osamu Hirakawa(Note2)
Supervision of management from the broad standpoint based on knowledge and experience as a legal expert, etc., can be expected.
100% （5times/5times）
Supervisory Director
Hiroaki Komatsu
Supervision of management from the broad standpoint based on knowledge and experience as a real estate expert, etc., can be expected.
100% （6times/6times）
Supervisory Director
Mika Narahashi(Note2)
Supervision of management from the broad standpoint based on knowledge and experience as a legal expert, etc., can be expected.
100% （1time/1time）
Kazuhiro Ono resigned on October 31, 2025, and Masahiro Sato, who was elected as executive director at the general unitholders’ meeting held on September 29, 2025, and assumed office on November 1, 2025.
Osamu Hirakawa resigned on October 31, 2025, and Mika Narahashi, who was elected as supervisory director at the general unitholders’ meeting held on September 29, 2025, and assumed office on November 1, 2025.
Prevention of Insider Transactions
JEI strives to prevent insider transactions or similar transactions by Directors, by establishing insider trading management rules.
Management Structure of JEI
Asset management of JEI is entrusted to an asset management company, Japan Excellent Asset Management Co., Ltd. The organizational structure of the asset management company is as follows.
Organizational structure
Overview of Major Bodies
Name of Committee
Description
Board of Directors
Matters to be resolved:
Matters related to unitholder’s meetings and stocks
Matters related to directors and the Board of Directors
Matters related to the organization and personnel affairs
Matters related to asset management business
Matters related to finance and accounting
Matters related to compliance
Matters related to other important business operations
Requirements for resolution
The resolution is passed by a majority of the directors present at the Board of Directors meeting where the majority of the directors entitled to vote are present.
Constituent members
Chairperson: President and CEO
Constituent members: all directors
Frequency of meetings
Once or more every three months
Investment Committee
Matters to be discussed, resolved and determined
Formulation of and changes to the investment policies of the Investment Corporation
Matters related to the annual management plan of the Investment Corporation
Decisions regarding asset acquisition and sale of the Investment Corporation
Matters related to asset operation and management of the Investment Corporation
Matters related to fundraising of the Investment Corporation
Decisions regarding transactions between the Investment Corporation and interested parties as stipulated in the Rules for Transactions with Sponsor-Related Parties
Decisions regarding revisions to business forecasts of the Investment Corporation
Other important matters related to business entrusted to the Asset Management Company by the Investment Corporation
Requirements for resolution
The resolution at an Investment Committee meeting is passed by a two-thirds majority or more of the committee members present at the meeting where the majority of the members entitled to vote are present.
The attendance of the Compliance Officer is required for resolution.
Constituent members
Committee chairperson (president): President and CEO
Members : Real Estate Investment Division Manager, Planning and Management Division Manager, Compliance Officer, Real Estate Investment Department Manager, Real Estate Management Department Manager, Real Estate Engineering Department Manager, Corporate Planning Department Manager, Finance and Accounting Department Manager
Frequency of meetings
Once every three months in principle, and an extraordinary meeting is held as needed
Compliance Committee
Matters to be discussed and resolved
Formulation and revision of compliance-related manuals and programs
Deliberations and determinations regarding improvement, prevention or any other measures against compliance violations
Deliberations and approval regarding transactions between the Investment Corporation and sponsor-related parties
Deliberations and approval regarding matters on which the Chairperson determines that there is any doubt about compliance
Requirements for resolution
The resolution at a Compliance Committee meeting is passed by a majority of the committee members present at the meeting where the majority of the members entitled to vote are present.
Attendance and approval of the Compliance Officer and external committee members are required for resolution.
Members: President and CEO, Planning and Management Division Manager, Real Estate Investment Division Manager, managers of relevant departments, and an external committee member (lawyer who has no interest in the Asset Management Company)
Frequency of meetings
Once every three months in principle, and an extraordinary meeting is held as needed
Asset Management Fee Structure
With regard to compensation for asset management tasks entrusted to JEAM by JEI is as follows.
Asset Management Fee Ⅰ
The amount of JEI’s assets under management (every 3 months) multiplied by the following fee rates x (the actual number of days within the relevant calculation period / 365)
Fee rates：
0.25% (Assets under management: Portion up to ¥100 billion)
0.15% (Assets under management: Portion over ¥100 billion up to ¥200 billion)
0.05% (Assets under management: Portion over ¥200 billion)
Asset Management Fee Ⅱ
(The amount of ordinary income before deducting Management Fee Ⅱ + the amount of depreciation) x 4.0%
Merger fee
Appraisal value of assets to be succeeded × 1.0% (upper limit)
Same-boat Investment by Sponsor and Related Parties
We aim to align the interests of unitholders and the sponsor and related parties more closely to drive the medium- to long-term growth of the Investment Corporation’s unitholder value.
As of June 30, 2026
Sponsor and Related Parties
Number of Units Held
Holding Ratio*
Nippon Steel Kowa Real Estate Co., Ltd.
134,427 units
10.4%
Dai-ichi Life Insurance Co., Ltd.
20,660 units
1.6%
Holding ratios are rounded off to one decimal place.
Investment Unit Ownership Ratio by Two Sponsor-Related Companies: 12.0%
Compliance
For the Asset Management Company, compliance refers to the condition whereby individual directors and employees correctly understand the content and intent of laws and regulations, etc., comply with them, and execute business activities in a fair and sincere manner. Fully recognizing its social responsibilities and mission as an asset management company, the Asset Management Company strives to ensure rigorous compliance based on the Compliance Manual created as the code of conduct to be complied with by all directors and employees for the purpose of executing the management of the Investment Corporation’s assets in a fair and appropriate manner.
Compliance Promotion Structure
JEAM has established a structure in which the Compliance Committee and the Compliance Officer, headed by the Board of Directors, determine compliance-related matters and manage the status of compliance within their respective powers and responsibilities.
Body
Major Roles
Board of Directors
The Board of Directors establishes the necessary structure for compliance, seeks to achieve and ensure compliance by promoting its practical implementation and resolves important compliance-related matters. The Board is also responsible for establishing, revising or rescinding compliance policies and programs. The Board requests reports from the Compliance Officer on the status of compliance.
Compliance Committee
For the purpose of ensuring rigorous compliance of the Asset Management Company with the various laws, rules, regulations, and other relevant compliance matters, the Compliance Committee discusses and makes decisions pertaining to compliance matters.
Compliance Officer
Dedicated exclusively to compliance tasks, the Compliance Officer is an independent position that is not part of any other department. The Compliance Officer supervises and is responsible for all compliance-related planning and promotion of the Asset Management Company. In addition, the Compliance Officer strives to establish a compliance system within the company and raise employee awareness of the need to comply with laws and regulations, etc.
Initiatives for the Management of Conflicts of Interest
JEAM has established the Rules for Transactions with Sponsor-Related Parties and developed a transparent and fair decision-making framework to prevent any harm to the interests of JEI’s unitholders in transactions that may involve conflicts of interest with related parties.
Decision-Making Flow for Transactions with Interested Parties
If the transaction falls under the case set forth in Article 201-2, paragraph 1 of the Investment Trust Act, it is required to obtain prior consent of the Investment Corporation’s Board of Directors.
For decisions regarding transactions with interested parties for the acquisition or sale of operating assets, the Asset Management Company obtains approval of the Compliance Committee, deliberation and resolution of the Investment Committee, and reports without delay to the Board of Directors and the Investment Corporation’s Board of Directors.
When a transaction is conducted with an interested party regarding the acquisition, sale or lease of operating assets as set forth in Article 201-2, paragraph 1 of the Investment Trust Act, it is required to obtain consent of the Investment Corporation after deliberation and approval by the Investment Corporation’s Board of Directors, in addition to resolution by the Compliance Committee and the Investment Committee.
Initiatives to Raise Compliance Awareness
In order to raise compliance awareness, the Asset Management Company provides monthly compliance training to all directors and employees, including contract and temporary employees, on various topics such as laws and regulations and compliance (including business ethics such as anti-corruption). A confirmation test is administered at the end of the fiscal year to solidify their knowledge necessary for compliance.
Implementation Status of Compliance Training
FY2021
FY2022
FY2023
FY2024
FY2025
Number of compliance training sessions provided
12
12
12
12
12
Ratio of directors and employees who received compliance training (including contract & temporary workers)
100%
100%
100%
100%
100%
Internal Audit Structure
With the cooperation of external audit corporations, the Compliance Officer regularly conducts internal audits targeting all operations at least once a year based on the “Internal Audit Regulations.”
Based on the basic plan on internal audits approved by the Board of Directors, the status of compliance with laws and regulations and internal rules, status of financial management, appropriateness and efficiency of businesses and operation, etc. are audited. The Compliance Officer reports the results of internal audits to the President & CEO, the Compliance Committee and the Board of Directors and, if necessary, gives orders for improvement based on the audit results to the audited department, followed by reports on the status of improvement to the Compliance Committee and the Board of Directors.
Prevention of Bribery and Corruption
In its Compliance Manual and Rules on Entertaining and Gift Giving, JEAM prohibits all forms of misconduct including bribery, money laundering, and insider trading, clarifying actions that are prohibited and matters to be observed. JEAM's officers and employees, including contract and temporary workers, are all thoroughly informed of following prohibitions and related matters through opportunities such as compliance training.
Prohibition on giving or receiving gifts and entertainment beyond reasonable limits.
Prohibition on receiving or offering bribes in any form, regardless of position or authority.
Prohibition on giving, offering or promising improper benefits to business partners.
The Compliance Officer, which is an independent department conducts internal audits on the compliance system of corruption prevention and on the operation of this system. Through continued monitoring, the Compliance Officer checks if day-to-day business execution is conducted appropriately, including the recognition of misconduct risks such as the giving or receiving of bribes. In addition, several compliance help desks are established where suspicion of wrongdoing can be reported officially and anonymously to prevent the occurrence of corruption. The monitoring situation and audit results are reported to and shared with the Compliance Committee and the Board of Directors to create a system that can evaluate and review the prevention structure.
Upon detection of a compliance violation such as the giving or receiving of bribes, a fact-finding investigation will be conducted under the supervision of the Compliance Officer and its findings will be reported to the President & CEO, Compliance Committee, and Board of Directors. If the suspected violation is confirmed as a fact, speedy actions and correction measures will be taken, together with the consideration and implementation of recurrence prevention measures, which will be reported to the Board of Directors. An employee who has committed any misconduct will be strictly punished in accordance with the employment rules.
During FY2025, there were no cases of bribery or corruption detected, no payment of fines/monetary penalties, and no employees punished or discharged for bribery or corruption at JEAM.
Furthermore, JEAM has made no political donation thus far.
Whistleblower System
To promptly detect and rectify misconduct, JEAM has a whistleblower system that enables all its officers and employees (including contract and temporary workers) to anonymously report on acts that are problematic in terms of compliance, such as acts in violation of laws and regulations, corporate ethics, and internal rules.
As contact points to receive consultations or reports, JEAM has designated the Compliance Officer as an internal contact and external lawyers and Group companies' help lines as external contacts to receive consultations and reports by telephone, email, and other means. JEAM ensures that its officers and employees know how to use the help line by including it in compliance training.
When a report is received, the Compliance Officer and the investigation team conduct an investigation while taking into consideration the anonymity and privacy of the whistleblower and the parties involved. In the event that any violation of laws and regulations is found through the investigation, JEAM will respond appropriately based on its employment rules and take corrective and recurrence prevention measures. Information obtained from a whistleblower will only be shared with people involved in the investigation so that it is impossible to identify the whistleblower and no disadvantage will be imposed on the whistleblower.
JEAM protects whistleblowers and other concerned parties through its Whistleblower Protection Rules (based on the Whistleblower Protection Act of Japan) which: prohibits the dismissal of the whistleblower and any other disadvantageous treatment of the whistleblower due to the act of whistleblowing; requires the strict treatment of officers or employees who probe to identify the whistleblower or who commit an act of harassment or retaliation in response to the act of whistleblowing; and bans seeking compensation from the whistleblower on the ground of damage incurred to the company due to the act of whistleblowing, among other things. In addition, JEAM notifies all its officers and employees through internal training that such acts of causing disadvantages to the whistleblower are subject to disciplinary actions.
Risk Management
JEI and JEAM strive to reduce risk and handle any risks that occur in an appropriate manner through the implementation of the following systems.
JEI’s Risk Management System
JEI holds Board of Directors meetings at least once every three months. At these meetings, in addition to the matters for approval stipulated by the law, the Board receives detailed reports on JEI’s operations and the execution of JEAM’s duties.
Via this reporting procedure, the supervisory directors, who are independent of JEAM or related interested parties, obtain accurate information and a system is maintained that enables monitoring of execution of the executive director’s duties. At the same time, based on the relevant reports, JEI strives to manage risks relating to conflicts of interest, etc., by verifying whether there is any concern about conflicts of interest in JEAM’s transactions with sponsor-related parties.
Under the terms of its asset management outsourcing contract, JEI is entitled to receive various reports from JEAM and to investigate JEAM’s books and other documents. By exercising these rights, JEI maintains a system that enables monitoring of JEAM’s execution of its duties.
JEAM’s Risk Management System
Based on the asset management guidelines and so forth, JEAM leverages the collective capabilities of the sponsor companies, pursues portfolio management aimed at achieving stable profits and growth, and has created specific investment criteria, holding period and disposal policies, property investigation (due diligence) standards, property operation and management policies (including a leasing and management plan, property management policies, leasing policies, and insurance policies), and financial policies.
It strives to reduce real estate-associated risks through compliance with the relevant asset management guidelines, etc.
It also pursues clear decision-making processes for key matters relating to asset management, and it works to reduce risk by creating work manuals relating to real estate investigation, acquisition, management, operation, and other tasks.
Moreover, based on risk management rules, JEAM has established risk management indices according to the characteristics of various risks and monitors changes in them, reports to the Board of Directors on a regular and as-needed basis, and has implemented a verification system in which personnel from outside the sales department check the validity and effectiveness of business procedures in decision-making processes for key matters relating to real estate acquisition, disposal, operation, and management. In October 2022, climate change risks were incorporated into the above risk management framework.
Information Security
At JEAM, in addition to reviewing and strengthening defensive measures such as endpoint security, we are also working to enhance cyber resilience considering recent cyber incident cases.
Specifically, we have implemented measures including the development of response procedures premised on the occurrence of incidents, the conduct of in-house security training and drills, the establishment of an isolated and backup infrastructure to minimize data loss and unauthorized encryption damage while enabling business recovery, and financial preparedness for economic losses in the event of an incident through cyber insurance. Furthermore, we regularly conduct risk assessments and analyses in accordance with the Financial Services Agency's "Guidelines on Cybersecurity in the Financial Sector," and report the results and countermeasures to the Board of Directors, thereby establishing a governance management framework at the executive level.
