Compliance and Risk Management

Decision-making process

In the course of making decisions regarding the acquisition, disposal, or operation and management of assets, approval is obtained from the Investment Committee and the Senior Advisory Board/Board of Directors in accordance with the Guidelines for the Investment Committee, Rules of the Senior Advisory Board (the “Senior Advisory Board Rules”) and the Rules of the Board of Directors (the “the Rules of the Board of Directors.”). Furthermore, in the course of making decisions regarding investment policies and standards, operation and management policies and standards, budget, and financing of the investment corporations, the Investment Committee makes decisions, and a proposal is submitted to the Senior Advisory Board for approval in accordance with the Senior Advisory Board Rules. If a transaction constitutes a transaction between stakeholders stipulated in the Regulations for Transactions with Stakeholders of the Asset Manager, the Compliance Committee must first adopt resolutions before the Investment Committee makes decisions (excluding transactions that meet certain minor requirements as stipulated in the Regulations for Transactions with Stakeholders, (“Minor Transactions”)). In addition, if a transaction to be executed involves the acquisition, disposal, or lending of securities or real estate between any investment corporation and a related party of the like of the Asset Manager as stipulated in Article 201(1) of the Investment Trust Act (“ITA”), then, subsequent to the Compliance Committee adopting a resolution and the Investment Committee adopting a resolution, the Investment Corporation’s consent must, by the time the transaction is executed, be obtained based on the approval of the Board of Directors of the Investment Corporation, except in certain cases in which it is determined that the transaction will have a minor impact on the Investment Corporation’s assets.

The chart below outlines the decision-making process of the Asset Manager

(1) For matters relating to the acquisition, disposal (limited to acquisition, disposal, and the like of assets in which a single transaction is in an amount of less than JPY 8 billion), and operation and management of assets, the Investment Committee’s approval is obtained based on the Guidelines for the Investment Committee.
(2) With regard to investment policies and standards; operation and management policies and standards; budget; financing; and the acquisition, disposal, and the like of assets for which a single transaction is in an amount of not less than JPY 8 billion and less than JPY 60 billion, approval of the Investment Committee and of the Senior Advisory Board is obtained in accordance with the Guidelines for the Investment Committee and the Senior Advisory Board Rules. In addition, with regard to the acquisition, disposal, and the like of assets for which a single transaction is in an amount of not less than JPY 60 billion, approval of the Board of Directors is obtained in accordance with the Rules of the Board of Directors.
(3) For matters relating to transactions with stakeholders, in addition to the procedures stipulated in *1 and *2 above, approval is obtained from the Compliance Committee in accordance with the Regulations for Transactions with Stakeholders and the Compliance Committee Rules. However, if the transaction constitutes a Minor Transaction, approval of the Compliance Committee is not required, and approval of the Representative Director (if the Representative Director has a vested interest, then of the Head of the Compliance Office) is obtained.
(4) For matters relating to transactions with related parties or the like as defined in Article 201-2(1) of the ITA, in addition, approval of the Board of Directors of the Investment Corporation and the consent of the Investment Corporation based on such approval is obtained. However, if a transaction is determined to be a transaction that will have a minor impact on the Investment Corporation’s assets under the Ordinance for Enforcement of the ITA, approval of the Board of Directors of the Investment Corporation and consent of the Investment Corporation based on such approval is not required.