INDEX
United Urban has a management strategy of identifying properties with intrinsic value and pursuing sustainable growth of the investment corporation. And we aim to maximize unitholder value, establish relationships of mutual trust with stakeholders and coexist with the environment and society.
United Urban understands establishment and reinforcement of our compliance and risk management system as an important challenge in realizing the above. United Urban makes efforts to conduct corporate activities in a fair and sound manner through such actions for our compliance and risk management system.
The institution of United Urban consists of the General Meeting of Unitholders comprised of all unitholders, one executive officer, two supervisory officers, the Board of Directors consisting of the executive officer and the supervisory officers and finally the accounting auditor.
The General Meeting of Unitholders is the United Urban’s highest organ of decision-making which decides on amendments to the United Urban’s Articles of Incorporation or certain matters stipulated by the Investment Trust Act or the Articles of Incorporation. The Articles of Incorporation lays out stipulations for our investment targets and policies. And resolutions must be passed by the General Meeting of Unitholders before making changes to the Articles of Incorporation including for the asset management targets and policies.
The executive officer operates the Investment Corporation and has the right to conduct all judicial and nonjudicial acts concerning the operation of United Urban as a representative of the Investment Corporation. However, the approval of the Board of Directors is required to perform certain duties which are stipulated in the Investment Trust Act including convocation of the General Meeting of Unitholders.
The Board of Directors has the right to convene the General Meeting of Unitholders and approve certain duties stipulated in the Investment Trust Act. Also, the Board has the authorities stipulated by the Investment Trust Act and the Articles of Incorporation and the right to supervise the duties of the executive officer.
Each supervisory officer oversees the execution of duties by the executive officer based on the reports on the status of management of assets, compliance and risk management from the executive officer at the Board of Directors’ meetings.
The accounting auditor is selected by resolution of the General Meeting of Unitholders and audits financial documents of United Urban. In case that they discover wrongful acts in the performance of duties by the executive officer or of significant matters in violation of the law or the Article of Incorporation, they report to the supervisory officers and conduct other operations stipulated by the law.
The Investment Trust Act stipulates that transactions are prohibited, including the acquisition and disposition of real estate, lease transaction, etc. (excluding transactions which are deemed not to disturb protection for unitholders) between United Urban and our officers, relatives of officers (limited to their spouse and blood relatives and in-laws in the second degree), MRA and MRA’s officers and employees. Also, the Investment Trust Act sets out that officers with special interests are unable to participate in the resolutions of the Board of Directors. The management of United Urban’s assets and the operation of the Board of Directors are thus based on these regulations.
Moreover, the supervisory officers of United Urban are not in conflict with the Investment Trust Act’s standards on independence from the executive officer, the Asset Management Company, etc.
Please refer to the decision-making structure, Internal Control for Investment and Management, for transactions between MRA and its sponsor companies, etc. and other transactions that may involve conflicts of interest.
United Urban holds the Board of Directors’ meeting once a month and approves matters stipulated by the law. In the meeting, the executive officer provides detailed reporting on United Urban's management, MRA’s status of execution or operations, etc. Supervisory officers with qualification of lawyers or certified public accountants oversee the executive officer’s status of execution of operations from their own specialized viewpoints.
Also, United Urban has the right to receive reports from MRA on the status of management of assets and the right to view, copy and survey all MRA’s documents regarding business commissioned to external parties. By exercising these rights, United Urban maintain the system in which we can monitor MRA’s status of execution of operations including transactions involving conflicts of interest.
Each supervisory officer also receives reports on the asset management status, compliance and risk management from the executive officer at the Board of Directors’ meetings of United Urban.
Also, the accounting auditor collaborates with the supervisory officers by auditing United Urban’s financial documents and reporting the audit results to the executive officer and supervisory officers.
Furthermore, in case that the accounting auditor discovers wrongful acts in the performance of duties by the executive officer or of significant matters in violation of the law or the Article of Incorporation, they report to the supervisory officers and conduct other operations stipulated by the law.
United Urban holds the Board of Directors’ meetings once a month and receives reports on the status of management of assets from MRA. Also, we manage and supervise MRA through the executive officer’s interview on the management status as well as inspection and survey of relevant documents. Moreover, United Urban maintains the management system by receiving reports on the status of execution of operations, etc. from the administrative agent and asset custodian.
Each director of United Urban is expected to not maximize distributions in the short term but to promote medium- to long-term growth by a balanced approach with elements of Environment (E), Society (S) and Governance (G) in mind.
| Position | Name | Gender | Chairperson | Independent officer (Note 1) | Experience and expertise (Note 2) | Qualification | Annual compensation | Attendance in Board of Directors meeting (39th FP & 40th FP) |
No. of investment units owned | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management/ management strategy | Real estate investment/ management | Finance & Accounting | Auditing & Risk management | Legal affairs & Compliance | |||||||||
| Executive officer | Kenmin Asatani | Male | ◯ | - | ◯ | ◯ | ◯ | ◯ | - | JPN 12,000 thousand | 100% (5 times / 5 times)(Note 3) | 0 units | |
| Supervisory officer | Kenichiro Okamura | Male | ◯ | ◯ | ◯ | ◯ | Certified public accountant US certified public accountant Certified tax accountant | JPN 4,200 thousand | 100% (17 times / 17 times) | 0 units | |||
| Kumiko Sekine | Female | ◯ | ◯ | ◯ | Lawyer | JPN 4,200 thousand | 100% (17 times / 17 times) | 0 units | |||||
It is United Urban’s conviction that organizations which reflect diverse values in corporate management and tolerate themselves to variety of values promote innovation and enhance corporate competitiveness and social evaluation, and consequently raise corporate value. In selecting our officers, United Urban aims to have member composition which represents a mixture of different ages, genders and backgrounds.
Moreover, under the policy of emphasizing gender diversity in the Board, women directors are actively selected and United Urban targets a ratio of 30% or more for women directors.
As of September 1, 2023, a new executive officer has been appointed and the management structure of United Urban remains diversified in terms of age, gender, and background. With experience and knowledge based on the expertise of each officer, United Urban manages various risks in a proper manner and remain mindful of conflict of interest to maximize our investors’ interests.
The accounting auditor will be paid an amount determined by the Board of Directors as a compensation, up to a maximum of 30 million yen per business period (Article 38 of United Urban’s Articles of Incorporation).
For records of compensation in each business period, please refer to Overall Condition of Investment Corporation, 3. Directors and Auditor of the semiannual report.
| Period | Accounting Auditor | Compensation Amount |
|---|---|---|
| 39th fiscal period (December 2022 - May 2023) |
Ernst & Young ShinNihon LLC | 18 million yen Breakdown: Auditing compensation - 18 million yen Non-auditing compensation - N/A |
| 40th fiscal period (June 2023 - November 2023) |
Ernst & Young ShinNihon LLC | 21.3 million yen Breakdown: Auditing compensation - 18 million yen Non-auditing compensation - 3.3 million yen |
In accordance with the provisions of the Act on Investment Trusts and Investment Corporations, United Urban may exempt the accounting auditor from liability to the extent provided by the laws and regulations, by means of a resolution of the Board of Directors, in the event that it has acted in good faith and without gross negligence in the conduct of its duties and the exemption is considered particularly necessary in light of the facts giving rise to the liability, the status of the accounting auditor’s execution of its duties, and other circumstances (Article 39 of United Urban’s Articles of Incorporation).
United Urban entrusts the asset management of its properties to MRA pursuant to the Investment Trust Act. The operating structure of MRA is as follows.
| Position | Name | Participation in Board Meetings |
|---|---|---|
| President and CEO | Junichi Batai | 100% (15 times / 15 times) |
| Executive Director and CFO | Shuichi Kamizono | 100% (16 times / 16 times) |
| Executive Director and CFO | Hiroshi Tanikake | 100% (15 times / 15 times) |
| Non-executive Director | Tsuyoshi Takagi | 100% (16 times / 16 times) |
| Non-executive Director | Jun Watanabe | 100% (9 times / 9 times) |
| Non-executive Auditor | Hiromu Shiota | 100% (16 times / 16 times) |