Basic Approach

The TRE Group is aware that its businesses are built on the healthy relationships of trust it has developed with shareholders, employees, business partners, the residents of the areas around its business locations and various other stakeholders. Based on that mindset, we have positioned the strengthening and enhancement of corporate governance as a key management task in order to pursue sound management and live up to the trust that society has in us.

To practice highly sound, efficient, and transparent management, we are preparing and establishing appropriate structures and implementing the necessary measures for management decision-making, the execution of duties, supervision, and internal controls. We also ensure that business is carried out according to laws, regulations and internal rules throughout the organization, and since we are a company with an Audit and Supervisory Committee, our management decision-making and execution are supervised from an independent standpoint.

The Group endorses the Corporate Governance Code stipulated by the Tokyo Stock Exchange, and as a basic policy, we strive to strengthen corporate governance by implementing an array of measures based on the spirit and intent of our principles and beliefs.

Strengthen the Corporate Governance StructureMaterial Issues

Action plan

• Maintain the transparency of management by establishing various committees.
• Conduct training to ensure thorough compliance and check the state of observance.
• Practice appropriate information management and risk management.
• Conduct assessment of the effectiveness of the Board of Directors.

Corporate Governance Structure

Board of Directors

Audit and Supervisory Committee

We are a company with an Audit and Supervisory Committee, and have appointed four Audit and Supervisory Committee members. Regarding the committee’s structure, three of the members (including two female members) are outside directors so that they can supervise the directors’ execution of business from an independent standpoint.

Nomination and Compensation committee

To improve the efficiency of the board of directors and further enhance the corporate governance structure, we have established a Nomination and Compensation Committee as a discretionary advisory body for the Board of Directors. It consists of representative directors and outside directors, with outside directors forming the majority.
The Committee aims to enhance the effectiveness of the Board of Directors by facilitating the expression of independent opinions by outside directors who are also Audit and Supervisory Committee members by providing them with advance explanations of the Company’s approach and policies when considering key management issues in order to enhance the Company’s corporate governance framework.
The Committee consults with the Board of Directors and provides opinions primarily regarding the selection of director candidates, the formulation of policies on compensation and other benefits for directors, opinions on compensation and other benefits for directors (excluding directors who are members of the Audit and Supervisory Committee), including points under the Board Benefit Trust system, and opinions on the assessment of the effectiveness of the Board of Directors.

Group Internal Controls Committee

The Group Internal Controls Committee meets on a regular basis (quarterly and as needed) to study, discuss, and approve the overall policy and direction of risk management initiatives. Centered around this committee, the Company discusses internal control measures based on its basic policy on internal control systems and conducts ongoing checks and reinforcements in response to changes in the business and environment to ensure that the Group’s internal control systems continue to function effectively.

Compliance Committee

The Compliance Committee, established as a subordinate organization of the Group Internal Controls Committee, convenes on a regular basis (quarterly and as needed) to examine whether any violations or potential violations of laws or regulations have occurred, and immediately reports to the Group Internal Controls Committee if any such violations are identified.

Information Security Committee

The Information Security Committee, established as a subordinate organization of the Group Internal Controls Committee, convenes on a regular basis (quarterly and as needed) to examine the status of information security maintenance and management and the occurrence of incidents or problems related to information security in cooperation with the Group’s subsidiaries, and reports findings to Group Internal Controls Committee as appropriate.

CSR and Sustainability Committee

Chaired by the President and COO, the committee formulates policies to address the Group’s sustainability-related management tasks, including climate change, and reports on the progress of initiatives to the Board of Directors. The CSR and Sustainability Promotion Department has been established as the Committee’s secretariat, and is tasked with identifying material issues for promoting sustainable management and contributing to the achievement of the SDGs, examining mid- to long-term risks and opportunities, preparing data, including non-financial information, and preparing integrated reports in line with the recommendations of the Task Force on Climaterelated Financial Disclosures (TCFD).

Members of each governance body

Expertise of directors and outside directors