Governance

Corporate Governance

Corporate Governance System

NTT Urban Development has established a general meeting of shareholders, a board of directors, corporate auditors, and accounting auditors as corporate bodies as stipulated in the Companies Act. The board of directors decides on basic policies and important matters regarding the company's management and business execution, and oversees the performance of duties by directors. The board of directors also strives for prompt decision-making by holding regular meetings once a month as a general rule, and by holding additional extraordinary meetings as necessary. In fiscal 2023, the board of directors held 16 meetings.
Furthermore, we have established a Management Committee, which is comprised of full-time directors, branch managers, business division managers, and heads of staff departments, as an organization to deliberate on important management matters among the matters decided by the President and CEO, and strive to speed up decision-making in business execution. Furthermore, with regard to investment projects, the Investment Strategy Committee, which is comprised of members from across the company, carefully considers investment risks and manages risks prior to the Management Committee.
Each Audit & Supervisory Board Member determines audit policies and, based on those policies and audit plans, attends important meetings such as the Board of Directors' meetings, and through information exchanges with Internal Audit Department, audits the status of directors' execution of their duties and investigates the status of operations and assets.
As of July 1, 2024, the Board of Directors will consist of 14 directors and 4 auditors. Internal Audit Department established within the head office also conducts internal audits of each organization and group company.
The audit results are appropriately fed back to business operations and used to strengthen the internal control functions of the entire Group, while also proposing improvements that will lead to increased effectiveness and efficiency in business operations.
To ensure that directors and auditors can fully fulfill their expected roles in the performance of their duties, the Company's Articles of Incorporation provide that the liability of directors and auditors may be exempted by a resolution of the Board of Directors within the scope of the Companies Act.

Risk Management

Risk Management System

In order to maintain and increase corporate value, we believe that by understanding the various internal and external risks related to our business and implementing appropriate measures, we will be able to make more appropriate and bold management decisions.
We have established a Risk Management Committee chaired by the CCO (Chief Compliance Officer), and by properly implementing the "Risk Management Regulations," we respond appropriately to the various risks surrounding our business, ensuring the continuity and stable development of our business. Furthermore, when making investment decisions on development projects, the Investment Strategy Committee broadly identifies various risks, such as the risk of rent declines, the risk of construction delays, risks to neighboring areas, environmental risks such as soil contamination, disaster risks, and overseas risks, before making a decision on whether to proceed.
Our basic approach to excluding anti-social forces is clearly stated in our "Basic Policy on Internal Control Systems." In addition, we have decided to implement a company-wide response to any unreasonable demands or other actions from anti-social forces, with General Affairs & Personnel Department taking the lead in responding.

Information Security

NTT Urban Development Group has established an Information Security Committee to ensure information security. As a company-wide management system, under the chairmanship of the Chief Information Security Officer, the head of each organization serves as the information security manager for that organization, and they are continuously implementing measures such as physical and system measures to prevent unauthorized access and the loss, falsification, and leakage of information, employee education, and supervision of contractors. In addition, we are promoting measures based on the "Personal Information Protection Policy" to protect personal information.

compliance

Initiatives to establish corporate ethics and compliance

NTT Urban Development is working to strengthen its corporate ethics promotion system to ensure that corporate ethics and compliance are thoroughly implemented and disseminated among all employees.
Specifically, we are implementing detailed compliance promotion activities by formulating and implementing rules and manuals for corporate ethics and compliance that are tailored to the characteristics of our business, based on the NTT Group Code of Business Ethics.
Meanwhile, in order to grasp the situation within the company and make planned improvements, we have established the Corporate Ethics Promotion Committee, headed by the Chief Compliance Officer (CCO) NTT Urban Development, which formulates and implements various promotion plans related to corporate ethics and deliberates on how to respond in the unlikely event of a violation. Furthermore, compliance-related incidents are reported to and discussed with the NTT Group under this committee, thereby thoroughly strengthening and strengthening the company's internal management system.
An internal compliance organization is in charge of raising awareness and promoting compliance and corporate ethics among employees. Executive officers and organizational heads provide daily guidance and supervision to prevent compliance violations, and annual training on corporate ethics and compliance is conducted to foster employee awareness. In recent years, we have also strengthened the use of our internal website. We also operate the Corporate Ethics and Compliance Helpline, an internal reporting hotline, and utilize the NTT Group Corporate Ethics Helpline, a common hotline for the entire NTT Group. While we continually communicate with employees, we have established internal regulations and strictly enforced procedures that ensure that those who report to this hotline will not be subjected to any adverse treatment by the company as a result of making a report. The status of reports made to the helpline is regularly reported to the Board of Directors.
By continuing these efforts, we will continue to strive to ensure thorough corporate ethics and compliance.