Governance

As asset management company, MCUBS receives asset management consignments from JRF and IIF is committed to upholding their fiduciary duties to investment corporations.

Corporate Governance

MCUBS makes decisions based on the following process to ensure transparency in decision-making.

Decision-Making Process

MCUBS has four committees: the Investment Committee, the Risk Management Committee (the Risk Management Committee acting as an advisory board to facilitate decision-making, not a decision-maker), the Compliance Committee, and the Compensation Committee. 
In the course of making decisions regarding investment policy and standards, operation and management policy and standards, budget and financing, as well as the acquisi¬tion, disposal, or operation and management of assets for each investment corporation, a proposal will be submitted to the Asset Manager’s Board of Directors for approval in accordance with rules of the Board of Directors. Proposals relating to stakeholder transactions of the Asset Manager must first be approved by the Compliance Committee before they are submitted to the Investment Committee (excluding “Minor Transactions,” as stipulated in the Regulations for Transactions with Stakeholders). In addition, subsequent to approval by the Board of Directors of the Asset Manager, approval from our board of directors is required prior to a transaction involving the acquisition, disposal, or lending of securities or real estate between us and a related party (as defined in Article 201-1 of the Investment Trust Act) of the Asset Manager, except certain of such transactions determined not to have a significant impact on each investment corporation under the Ordinance for Enforcement of the Investment Trust Act.
*1 The Retail Division and Industrial Division is referred to as the Front Division.
*2 With regard to matters relating to the acquisition, disposition, operation and management of assets, the approval of the Investment Committee will be obtained based on the Guidelines for the Investment Committee.
*3 With regard to investment policy and standards, operation and management policy and standards, budget and financing, etc., for each investment corporation, the approval of the Investment Committee and the Board of Directors will be obtained in accordance with the Guidelines for the Investment Committee and the Rules for the Board of Directors.
*4 With regard to matters relating to transactions with stakeholders stipulated in the Regulations for Transactions with Stakeholders, the approval of the Compliance Committee, the Investment Committee, and the Board of Directors will be obtained in accordance with the Regulations for Transactions with Stakeholders, the Guidelines for the Investment Committee, and the Rules for the Board of Directors. In the case of Minor Transactions, approval by the Compliance Committee and the Board of Directors is not required.
*5 In the case of transactions determined not to have a significant impact on assets of the investment corporation under the Ordinance for Enforcement of the Investment Trust Act, consent of each investment corporation based on approval by its board of directors is not required.

Compliance

MCUBS committed to the thorough implementation of these compliance and risk management. For more information, see the following “Communication with Stakeholders”pages. 
MCUBS has established the Basic Compliance Policy as stated below.

Basic Policy

MCUBS is striving to ensure the appropriateness of asset management and the soundness and adequateness of operations, as well as the protection of investors at the discretion and responsibility of each entity, by strengthening and facilitating maximum functioning of the internal control system based on the highest quality standards of laws and regulations under the real estate investment fund system. In addition, the Investment Corporation and the Asset Manager are of a highly public nature and also assume the social responsibil¬ity of extensively making contributions to the economy and society. 

Given such a business environment and in view of the fact that the Asset Manager is a joint venture company between a Japanese company and a foreign financial institution, and characteristically has an international corporate culture, it has developed the following compliance system with the aim of achieving a high level of compliance in the industry.

  • In order to ensure that the performance of duties by directors and employees of the Asset Manager complies with laws and regula¬tions and the articles of incorporation, the Asset Manager shall establish the Compliance Office, which shall seek to, in operation with the Compliance Office, develop the system for directors and employees to act in compliance with laws and regulations, the articles of incorporation and social norms, and identify problems thereof. 
  • The Risk Management Committee shall identify administrative risks, system risks, and any other risks relating to the business opera¬tions of the Asset Manager and investment corporations on a regular basis. 
  • Based on the “Whistle-Blowing Rules,” the Asset Manager shall avoid any disadvantageous treatment on a whistle-blower. Any whistle-blower is entitled to appropriate protection and may contact the internal inquiry counter. The employees may contact exter¬nal legal counsel, using the “MC Group Lawyers’ Opinion Box,” which is designated as the external inquiry counter for consultation and reporting.* By such means, the Asset Manager shall prevent violations of laws and regulations or the articles of incorporation and, if any such violation has occurred, shall seek to quickly gather information and address it. 
  • If any violation of laws and regulations or the articles of incorporation has been discovered, the Compliance Office shall, pursuant to the “Administrative Incident Handling Rules,” investigate the cause of such violation and handle and settle it, and then establish measures.

(As of January 1, 2019)

* The Confidentiality Legal Counsel will confirm the affiliation of whistle-blowers, but will not disclose their name or organizational position to the Compliance Administration Office without their consent.

Information Disclosure

MCUBS strives to explain their investment policies to individual and institutional investors in an accurate and prompt manner. In doing so, we aim to maximize our value to our investors.
For more information, see the following “Communication with Stakeholders”pages. 

Maximize investors value

MCUBS places importance on integrating consideration for ESG into investment and management processes, so as to improve the value of sustainable asset management and portfolios. MCUBS is also a signatory to and is participating in international initiatives.
Likewise, MCUBS aims to maximize unitholder value by means of external evaluations of sustainability activity and environmental certification of asset holdings. For more information, see the following“Environmental Approvals and Evaluations for Group Assets” and the “Supported initiatives”.