Initiatives for Thorough Compliance
All officers and employe of NBF and NBFM are to conduct corporate activities honestly and appropriately based on high ethical standards beyond mere compliance with laws and regulations.
While NBF sets forth in its "Rules of Board of Directors" that the Board of Directors shall hold a meeting at least once every three months, a meeting is actually held almost every month, the Executive Director reports on the status of business affairs, and the supervising and checking functions by the Supervisory Directors are ensured. The Board of Directors consists of one Executive Director, and three Supervisory Directors who are elected from among independent professionals such as lawyers, real estate appraisers and certified public accountants, etc.
Pursuant to the "Management Policies" setting forth its basic management philosophy, NBFM considers compliance to be an important issue in its management in order to increase trust from investors and all other related parties. In addition, NBFM, as an asset management company entrusted with asset management services, endeavors to properly manage assets under management by specifically defining norms, processes and strategies, etc. to be complied with, and completely discharges its fiduciary responsibilities.
NBFM considers "Compliance" not only as legal compliance but also as observing its internal rules and taking appropriate actions following social ethics and codes. As such, NBFM sets internal rules, such as "Code of Ethics" and "Compliance Rules" as concrete guidelines and rules. In addition, its Compliance Officer promotes company-wide compliance activities by planning and executing "Compliance Program" and training and awareness raising activities for all officers and employees.
NBFM sets forth in its "Compliance Rules" that when doubts concerning a breach of or conflict with laws, regulations or internal rules, etc. arise, its directors, officers and employees must immediately report the facts, background and methods of solution thereof, etc. to the compliance officer, and in the event it is judged that there are problems with the content of such report, the compliance officer must promptly report the same to the CEO, General Managers of the Investment & Finance Group as well as the Corporate Operations Group and discuss appropriate measures to be taken. Such events will also be referred to independent professionals as necessary for confirmation, and reported to the Compliance Committee and Board of Directors, as well as the Board of Directors of NBF.
In light of applicable laws and regulations or internal rules etc., if a compliance violation or an act deemed to be a compliance violation exits, the relevant director or officer will be subject to necessary measures pursuant to deliberation by the board of directors, and the relevant employee will be subject to a disposition under its work rules.
(There were no complaints, violations or discipline of officers or employees related to non-compliance from January to December 2021.)
Anti-Bribery and Anti-Corruption Policy
NBF and NBFM consider compliance to be one of the most important issues in management of the Group and strive to both build a compliance system and promote compliance. They ensure thorough compliance and prevention of bribery and corruption by stipulating in the Compliance Manual guidelines regarding excluding anti-social forces, preventing money laundering, ensuring fair competition, prohibiting insider trading and receiving gifts and entertainment.
Supervision by the Board of Directors
NBFM prepares a compliance programme every year as a concrete practical plan for the Compliance Manual. The programme is approved by the Board of Directors and reported to the Compliance Committee. The results of the verification of the achievement status of the programme are reported to the Board of Directors and the Compliance Committee.
The Board of Directors and the Compliance Committee can also state opinions and other recommendations on these reported matters, as necessary, and the system is designed to ensure that improvement initiatives function effectively.
Prohibition of Bribery and Information on Gifts and Entertainment
NBF and NBFM prohibit in their Compliance Manual giving more than moderate gifts and entertainment internally or to clients or business partners, gifts or entertainment meant to influence the other party’s judgment or gifts or entertainment to government officials.
In addition, the acceptance, demanding or promising to accept, demand, promise, or make special arrangements for any entertainment or gift that exceeds the moderation within the company or from clients or business partners is also prohibited.
Anti-corruption Initiatives are promoted to all employees including temporary employees by training programs, e-learning and others such as excluding anti-social forces, preventing money laundering, ensuring fair competition, prohibiting insider trading and receiving gifts and entertainment.
Fines, Surcharges and Settlements Related to Bribery and Corruption
There were no serious violations of laws and regulations due to non-compliance with anti-bribery regulations nor fines, surcharges or settlements related to corruption paid from January 1, 2021, to December 31, 2021.
Employees Subjected to Discipline or Dismissal Related to Bribery and Corruption
No employees were disciplined or dismissed in relation to bribery or corruption from January 1, 2021, to December 31, 2021.
Taxes paid outside the country
No taxes were paid outside the country from January 1, to December 31, 2021.
Due diligence on new business partners
In 'transactions with new companies' and 'transactions with contractors and intermediaries', due diligence checks are carried out to check for antisocial activities and information management systems.
Risk Management Initiatives
NBF and NBFM aim to evade and minimize risks in investment and management of its assets under management. For details please refer to " Investment Risks: Matters Concerning Risk Management System for Investment Risks. [1.4MB] "
Compensation of Directors
The REIT’s Board of Directors for the 41st period (July 1, 2021, to December 31, 2021) consisted of a total four people; one Executive Director (man) and three Supervisory Directors (2 men, 1 woman).
|Title||Name||Total compensation of the
offices in the 41st Period
|Executive Director||Koichi Nishiyama (6/6 100%)||3,600 thousand yen|
|Supervisory Director||Masaki Okada (6/6 100%)||9,000 thousand yen|
|Motohiko Sato (6/6 100%)|
|Keiko Hayashi (6/6 100%)|
An Executive Director (man) and two Supervisory Directors (2 men, 1 woman) were elected at the General Meeting of Unitholders on March 9, 2021.
|Executive Director||Koichi Nishiyama（Reappointment）|
|Supervisory Director||Motohiko Sato（Reappointment）|
|Masaki Okada（New appointment）|
|Keiko Hayashi（New appointment）|
- Directors & Auditors of Asset Management Company（As of April 1, 2022)
|Executive Director||Eiichiro Onozawa（Man）|
Status of Unitholders
The top 10 unitholders in terms of percentage of owned investment units in the total number of investment units issued and outstanding as of July 1 to December 31, 2021 is as follows.
|Percentage of Total (%)|
|Custody Bank of Japan, Ltd. (trust account)||352,995||21.4|
|The Master Trust Bank of Japan, Ltd. (trust account)||255,289||15.4|
|The Nomura Trust and Banking Co., Ltd. (investment trust account)||70,463||4.3|
|Mitsui Fudosan Co., Ltd.||55,630||3.4|
|Custody Bank of Japan, Ltd. (securities investment trust account)||46,877||2.8|
|JPMorgan Securities Japan Co., Ltd.||37,000||2.2|
|STATE STREET BANK WEST CLIENT - TREATY 505234||29,661||1.8|
|SSBTC CLIENT OMNIBUS ACCOUNT||28,635||1.7|
|Sumitomo Life Insurance Company||24,512||1.5|
|J.P Morgan Chase Bank ３８５７８１||19,531||1.2|
(as of December 31, 2021)
- The ownership ratio in the total number of investment units issued and outstanding is rounded down to the nearest second decimal place.
Compensation of the Accounting Auditor
The audit compensations, etc. of the Accounting Auditor in the 41st Period (July 1 to December 31, 2021) is as follows.
|Title||Name||Total compensation in the 41st|
|Accounting Auditor||Limited liability, KPMG AZSA LLC||15,000 thousand yen|
※No record of payment of non-audit fees
In accordance with the regulations of auditing firms based on the Certified Public Accountants Act, management is as follows:
- Executive Directors may not be involved in the auditing of more than seven accounting periods; the Chief Executive Director for more than five periods.
- Engagement partners may not be involved in the auditing of more than five accounting periods after substitution; the chief engagement partner for more than one period after substitution.
Fines Due to ESG Issues in Audited Accounting
There were no fines due to ESG issues from January 1, 2021, to December 31, 2021.