Governance

Upon pursuing higher unitholder value through utilization of the comprehensive strengths of the Kenedix Group, Kenedix Real Estate Fund Management, Inc. considers having an appropriate governance system to be crucial.

Organization Chart

Organization Chart

Rules Concerning Conflicts of Interest in Transactions

In addition to securing compliance with relevant laws and regulations, Kenedix Real Estate Fund Management has established specific terms and conditions for each type of transaction in its internal rules for certain transactions that it or its interested parties conduct with REITs or private funds. By doing so, we work to prevent ourselves from conducting transactions that may be harmful to the interests of the REITs or private funds, or from conducting unnecessary transactions. Moreover, from the perspective of governance, those transactions are fully investigated by our Compliance Committee, at which external members without interests are present, in an effort to maintain transparency in our decision-making.

Approval Process

(Note) Transactions concerning each REIT, for which the Act on Investment Trusts and Investment Corporations (the Investment Trusts Act) or the internal rules specify as requiring approval by the Board of Directors, must also be approved by the Board of Directors of the REIT (excluding transactions within the scope of insignificance criteria under the laws and regulations).

Rules Concerning Conflicts of Interest among Funds

Since Kenedix Real Estate Fund Management manages multiple REITs and private real estate investment funds, it has established a pipeline committee and adopted internal guidelines, in order to prevent the improper allocation of acquisition opportunities, and thus, preventing conflicts of interest among funds.

Measures to Pursue Mutual Interests with Investors

Kenedix Real Estate Fund Management has been pursuing to align its interests with the interests of investors. For this context, the company has adopted the fee system that is to link part of the management remuneration to the amount of distribution per unit in some of its REITs.

Counter-measures against Bribery and Corruption

We have stipulated in our employment regulations and the compliance manual that we shall not engage in any misconduct such as bribery, embezzlement and money laundering. Any individual who has committed such misconduct shall be subject to stringent actions.

Whistle-Blowing System

Kenedix Real Estate Fund Management has established a whistle-blowing system applicable to all employees and its operation. It is aimed at preventing and detecting early contravention to laws and regulations and scandals through misconduct, enhancing the functionality of the company's self-cleaning process, controlling reputational risks and securing its social credibility. In case certain misconduct happens or may happen and it is difficult to improve the situation through ordinary means and methods of business operations, employees are obliged to notify, declare to or consult with any of the contacts established in the company, the parent company or outside attorneys. Those who have proactively cooperated with the notification or investigation are subject to protection.

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