1. Corporate Governance System

ES-CON JAPAN is a company with Auditor committee, and the board Director and Auditor manage, supervise, and audit business execution.

(1) Board Director

The Board Director consists of 10 members, including 3 executive Director, 3 non-executive Director, and 4 Director who are Auditor. (To enhance management oversight, all 3 non-executive Director and 3 of the 4 Director who are audit and Auditor are Outside Director, 5 of whom are independent Outside Director.)

  • In principle, the committee meets at least once a month, and important matters are thoroughly deliberated and discussed to enhance management oversight.
  • In order to ensure the promptness and agility of business execution, decision-making regarding important business execution is delegated to executive Director in accordance with the Articles of Incorporation. The scope of delegation is strictly managed in accordance with the monetary and other standards set out in the "Administrative Authority Regulations" approved by the Board Director, and the execution status of important delegated business is to be reported to the Board Director without delay.

(2) Auditor

Auditor is made up of four members, three of whom are independent Outside Director, in order to enhance its management oversight function and its independence.

  • In principle, Auditor meets once a month, and at the request of Auditor, accounting auditors, internal audit personnel, executive Director and other management executives attend the meetings as appropriate and provide timely and appropriate reports.
  • Auditor members regularly exchange opinions with President and Representative Director and meet with executive Director and other management executives as necessary, endeavoring to understand the status of business execution and issues in each business division.
  • The full-time Auditor members attend important meetings such as management meetings and headquarters meetings, which are held regularly and are attended by executive Director and executives of Division business division, to share information about the management situation and the progress of business plans.
  • The Audit and Supervisory Committee inspects important documents such as approval documents, cooperates with accounting auditors and the internal audit department, and audits the legality and appropriateness of Director' execution of their duties. In addition, two full-time Auditor have been appointed to further strengthen governance.

(3) Nomination and Remuneration Advisory Committee

As an advisory body to the Board Director, it deliberates and determines proposals for the nomination and remuneration of Director.
The majority of the committee members are Outside Director, strengthening independence and transparency regarding nominations and remuneration.

(4) Skills Matrix

full name Takatoshi ItoMinoru NakanishiMasakazu TsubouchiKeiko Otsuki *1Hiroaki Hattori *1Hiroko Kiba *1Masayoshi Nishitake *1Tomohiko WakayamaHiroto Mizobata *1Tadashi Fukuda *1Tomohiko Egashira *2Akira Mizunoya *2
Corporate Management/Business Strategy
Real estate business/urban development
Finance/Accounting
Compliance/Risk Management
ESG/Sustainability
Human Resources/Diversity
DX

*1: The Company has filed a notice of independence with Tokyo Stock Exchange as an independent director.
*2 This is a delegated Executive Officer
◎ Extremely skilled, ○ Highly skilled

2. Reasons for choosing the current corporate governance structure

  1. The supervisory function and effectiveness of the Board of Director are strengthened by the fact that Director who are members of Auditor have voting rights on proposals at Director meetings.
  2. By delegating important business operations to Director, we ensure speed, agility, and flexibility in business execution and prevent the loss of business opportunities.
  3. Director who are Auditor will have the right to express opinions regarding the nomination and remuneration decisions of other Director, and by doing so will be more involved in the nomination and remuneration decision-making process, transparency will be strengthened.
  4. The Nomination and Remuneration Advisory Committee is an advisory body to the Board of Director, with a majority of its members being Outside Director. It deliberates and determines the original proposals regarding the nomination and remuneration of Director other than Director who are Auditor (original proposals regarding individual remuneration amounts, remuneration policies, etc., and original proposals regarding nomination and reappointment). This will contribute to further enhancing the independence and objectivity of the nomination and remuneration of Director.
  5. To ensure the effectiveness of audits, Auditor, the internal audit department and the accounting auditors maintain close cooperation with each other.

Through all of the above, we believe that the current governance structure is optimal for contributing to the sustainable enhancement of ES-CON JAPAN corporate value.

3. Status of efforts to respect the positions of stakeholders

(1) Stipulate in-house regulations regarding respect for the positions of stakeholders

As stated in the "purpose," "vision," and "code of conduct" defined in our management philosophy system, ES-CON JAPAN are always aiming to be a company that is needed by society on an ongoing basis by continuing to create a "new future" that is rooted in the local community and that is unique to all stakeholders. Based on this philosophy, we will increase value for all stakeholders through the following activities.

  1. Based on the "Employee Rulebook" and the "Basic Policy for Human Resource Development" (basic requirements for human resources), we will strive to develop human resources that will enable the sustainable improvement of our corporate value.
  2. Based on our "Compliance Declaration," we will deal with all stakeholders in a fair, impartial and sincere manner.
  3. We will implement timely disclosure of management information, including non-financial information, increase corporate value, and actively return value to shareholders.
  4. Based on our "Philosophy of Conduct" and "Code of Corporate Ethics," we will conduct our business operations with all stakeholders in mind.

(2) Implementing environmental conservation activities, CSR activities, etc.

One of ES-CON JAPAN Ltd. key management strategies is to address social issues through the promotion of sustainability management. We are promoting company-wide initiatives led by Sustainability Promotion Committee, and are focusing on improving our intrinsic corporate value, which cannot be measured by financial information alone.

(3) Formulation of policies regarding the provision of information to stakeholders

Our "Charter of Corporate Ethics" and "Compliance Declaration" stipulate our efforts to ensure transparency and openness toward stakeholders.

4. Disclosure based on the TCFD framework

ES-CON JAPAN aims to create new environmental value, such as through next-generation urban development, in order to realize a carbon-neutral society in 2050. We regard climate change issues as one of our key management strategies, and our ESG Promotion Group members, selected from management and each department of the company, are working together to disclose information based on the framework of TCFD recommendations. In June 2022, ES-CON JAPAN group also declared its support for TCFD.

Information Disclosure
 Based on TCFD Recommendations
PDF

5. Compliance

(1) Reorganized into Compliance Department

In order to further strengthen our compliance system and promote compliance management, we have expanded our staff and reorganized Compliance Office into Compliance Department in April 2025.
Compliance Department is an organization that reports directly to the President and CEO and is supervised by the Compliance Officer, and is responsible for promoting compliance management within ES-CON JAPAN and its Group companies.

(2) Compliance Declaration

March 24, 2023: We have revised our Compliance Code of Conduct and established Compliance Declaration.

Compliance DeclarationPDF

6. Corporate Governance System Overview

コーポレート・ガバナンス体制概略図
Corporate Governance Diagram