• JPR's decision-making organs
• Criteria for the selection of investment corporation officers
• Remuneration of officers
• Policy for the ownership of investment units
• Investment management decision-making organs
• Transactions with interested parties
• Compliance and corporate ethics
• Prevention of Transactions with Anti-Social Forces
• Internal Audit
• Risk Management
• Information security

Under the guidance of the Board of Directors, which is comprised of executive officers and supervising officers, JPR seeks to thoroughly implement and reinforce its corporate governance to ensure the successful operation of its business over the medium to long term.

JPR's decision-making organs

It is stipulated (Article 18 of the regulations) that JPR shall have up to two executive officers and up to four supervising officers (there must be at least one more supervising officer than executive officers).
At present, JPR's decision-making organs are the General Meeting of Unitholders (comprised of unitholders), the Board of Directors (comprised of all executive officers and supervising officers), and an accounting auditor. There are currently one executive officer and three supervising officers.

Breakdown of JPR's structure

General Meeting of Unitholders

Certain matters concerning the Investment Corporation specified in the Investment Trusts Act or the Articles of Incorporation decided at the General Meeting of Unitholders consisting of unitholders. A resolution of the General Meeting of Unitholders is passed by a majority vote of unitholders present and voting at the meeting unless otherwise provided for by a law, regulation, or the Articles of Incorporation. The General Meeting of Unitholders is held, in principle, at least once every two years.

Executive officers, supervising officers, and Board of Directors

Executive officers are responsible for the operations of JPR and hold the authority to represent JPR in all activities in or outside litigation related to JPR’s business.
Supervising officers have the authority to approve the performance of certain duties, the authority specified in the Investment Trusts Act and the Articles of Incorporation, and the authority to supervise the performance of the duties of executive officers.
The Board of Directors has the authority to approve the performance of certain duties, the authority specified in the Investment Trusts Act and the Articles of Incorporation, and the authority to supervise the performance of duties of executive officers. A resolution of the Board of Directors is passed by a majority vote of Directors present and voting at the meeting unless otherwise provided for by a law, regulation, or the Articles of Incorporation.

Accounting auditor

The accounting auditor audits the financial statements of JPR, reports to supervising officers if misconduct or a material violation of a law, regulation, or the Articles of Incorporation is discovered in the performance of the duties of executive officers, and performs other duties specified in laws and regulations.

Accounting auditor	Tenure
Ernst & Young ShinNihon LLC	From September 2001 to the present

Supervision system based on internal control and supervising officers

JPR holds a meeting of the Board of Directors once a month, in principle, where the executive officers explain the management status, the asset management company Tokyo Tatemono Realty Investment Management (TRIM), Inc. provides supplemental explanations, and the supervising officers confirm them, thereby establishing an internal control system to exercise control through the Board of Directors. Each supervising officer supervises the performance of the duties of executive officers from various standpoints based on his/her experience and knowledge gained in past business practice.

Coordination of auditing and supervision based on internal control and supervising officers

Supervision by supervising officers

At a meeting of the Board of Directors of JPR, the supervising officers receive reports on the management status from the executive officers and on the management status, compliance and risks from TRIM, and request TRIM to make a report as necessary.

Coordination between supervising officers and the accounting auditor

The accounting auditor audits the financial statements of JPR for each accounting period, holds a debrief meeting for the supervising officers to make a report and submits the audit result explanatory documents to the supervising officers. If the accounting auditor has discovered misconduct or violation of laws, regulations or the Articles of Incorporation in relation to the execution of duties by executive officers, the accounting auditor has a duty to report it to the supervising officers.

System for management of affiliated corporations by JPR

If TRIM has a transaction with its interested party (a sponsor and its subsidiary), it requires the approval of the Board of Directors of JPR. In addition, if TRIM has revised the management guidelines or the management policy, it will be reported to the Board of Directors of JPR. TRIM also undertakes assistant work of executive officers, and if asked by a supervising officer to report on the management status, TRIM will respond to the request.
For details of the implementation status of the above, refer to "4. Investment Corporation Structure" in our securities reports.

Criteria for the selection of investment corporation officers

(1)It is a requirement that none of the grounds for disqualification stipulated in the laws concerning investment trusts and investment corporations shall apply to officers appointed by JPR.
Officers are appointed by means of a resolution of the General Meeting of Unitholders.

Title	Name	Reason for Appointment	Attendance at meetings of Board of Directors in 2023
Executive Officer	Yoshihiro Jozaki	JPR judged that Mr. Jozaki is qualified for the post of Executive Officer because of his extensive knowledge and experience and broad insight in relation to real estate investment management.	13/13 (100%)
Supervising Officer	Masato Denawa	JPR judged that Mr. Denawa is qualified for the post of Supervising Officer because of his extensive knowledge and experience of law and his ability to perform appropriate supervision from a legal perspective.	13/13 (100%)
Supervising Officer	Nobuhisa Kusanagi	JPR judged that Mr. Kusanagi is qualified for the post of Supervising Officer because of his extensive knowledge and experience of accounting and his ability to perform appropriate supervision from an accounting perspective.	13/13 (100%)
Supervising Officer	Konomi Ikebe	JPR judged that Ms. Ikebe is qualified for the post of Supervising Officer because of her familiarity with urban planning, her extensive knowledge of sustainability, and her ability to perform appropriate supervision.	13/13 (100%)

(2)Independence of supervising officers
None of the supervising officers of JPR are interested parties and are independent of the asset management company and its sponsor.

Remuneration of officers

Remuneration for executive officers and supervising officers is stipulated in the investment corporation regulations as the amount decided by the Board of Directors (up to a maximum of 500,000 yen per month for each executive officer and 400,000 yen per month for each supervising officer). With the aim of ensuring transparency, remuneration of officers is disclosed in asset management reports.
Remuneration for supervising officers and the accounting auditor for the fiscal period ended June 30, 2023 and the fiscal period ended December 31, 2023 is as follows:

Portion	Name	Other Current Assignments	Remuneration Fiscal period ended June 30, 2023 (thousands of yen)	Remuneration Fiscal period ended December 31, 2023 (thousands of yen)
Executive Officer	Yoshihiro Jozaki	President & CEO, Tokyo Tatemono Realty Investment Management, Inc.	- (Note 1)	- (Note 1)
Supervising Officers (Note 2)	Masato Denawa	Partner Attorney, Spring Partners	2,100	2,100
Supervising Officers (Note 2)	Nobuhisa Kusanagi	Group Representative Partner of GYOSEI Certified Public Tax & Accountants' Co. Representative, Nobuhisa Kusanagi Certified Public Accountant Office	2,100	2,100
Supervising Officers (Note 2)	Konomi Ikebe	Grand Fellow of the Chiba University Graduate School of Horticulture	2,100	2,100
Independent Auditor	EY ShinNihon LLC	-	14,700 (Note 3)	14,700 (Note 3)

• Executive Officer Yoshihiro Jozaki does not receive remuneration from JPR.
• Supervising officers may be directors of corporations other than those indicated above, but have no conflict of interest with JPR at those and the above positions.
• The independent auditor fees include fees regarding auditing of JPR’s English financial statements.

Policy for the ownership of investment units

JPR has established its policy regarding the ownership of investment units by officers in its insider trading regulations. The major details are as follows.

• Officers are not allowed to engage in the trading of JPR's securities. However, if it is clear that the purpose of this trading is not the pursuit of short-term profits, they may engage in trading after obtaining the approval of the Board of Directors.
• An officers may continuously trade the investment corporation's investment securities jointly with other officers or according to the cumulative investment contract by entrusting this trading to financial instruments business operators.

Investment management decision-making organs

TRIM has established an Investment Committee to make decisions related to investment management.The committee consists of the President and CEO, general managers who proposed the motion, the General Manager of Finance and Administration Division and special members. Special committee membership is entrusted to third parties with no interest in TRIM or JPR. Currently, external real estate appraisers are selected.The committee is also attended by the Compliance Officer to enhance checks in view of legal compliance of agenda items.The InvestmentCommittee decides on matters related to investment management targets and policies of the investment corporation, matters related to operational planning and execution, and individual matters relating to the acquisition, sale or management of individual assets.
With regard to asset acquisition or sale, the procedure of having decisions made by the Investment Committee with special members in attendance is necessary, and decisions are only made after rigorous deliberations.Additionally, the Due Diligence Subcommittee—one of the committee’s subordinate organizations—convenes in advance to enhance the investigation of due diligence matters.Matters concerning transactions with interested parties require the agreement of all committee members including special members, reflecting the caution with which the committee makes its decisions.
The Compliance Subcommittee meets immediately before the meetings of each committee to examine whether the decisions made by each committee and their decision-making procedures are in violation of applicable laws and regulations, rules, the Articles of Incorporation of JPR, internal rules, etc. The Compliance Officer issues a report on the subcommittee’s findings, before the discussions of each committee.In addition, the Compliance Officer instructs the general managers of each division and department to submit proposals or reports to the Board of Directors of TRIM and the Board of Directors of JPR, according to the applicable rules and regulations, etc.

Decision-making bodies and method of resolution

Organization	Method of Resolution
Board of Directors	A resolution is passed by a majority vote of Directors present
Investment Policy Committee	Resolutions are passed by a majority vote of the members (President and CEO, general managers of divisions responsible for investment management, General Manager of Finance and Administration Division, and special members (certified outside real estate appraisers). However, for matters concerning the acquisition or transfer of an asset where the transaction involves an interested party, the agreement of all members including special members is required. * If the other party to the transaction is an interested party in the acquisition or sale of assets, the resolution is resolved with the approval of all members.
Compliance Committee	Resolutions are passed when a majority of members (President and CEO, general managers of divisions responsible for investment management, General Manager of Finance and Administration Division, General Manager of Compliance Office and special members [independent outside experts who have attorney’s license]) are in attendance and agree. * All members must be in attendance for resolutions on interested party transactions and matters concerning forward commitment projects.

The decision-making organs for property acquisitions are as shown below. Decisions on whether to acquire new investment properties are made via a stringent process.

• In addition to the above, there may be cases where approval by the Board of Directors and consent by JPR are required as designated in the Investmet Trusts Act.
• The chart shows the general decision-making mechanism. Depending on the nature of the proposed acquisition, the order of the procedures may change or certain meetings may not be held.

Asset Management Fee

	Jun. '23 Fiscal Period (Jan. - Jun. 2023)	Dec. '23 Fiscal Period (Jul. - Dec. 2023)
Management fee 1	244 million yen	248 million yen
Management fee 2	207 million yen	209 million yen
Management fee 3	306 million yen	251 million yen
Management fee 4・5	82 million yen	－ million yen

Effective January 2024 (fiscal period ending June 30, 2024), compensation on the basis of the sustainability index was introduced as part of the asset management fees which JPR pays TRIM. This is a mechanism for converting JPR’s achievement in the rate of reduction of GHG emissions, environmental certification, and GRESB assessment into an index, which will be used as a multiplier. Combined with the remuneration linked with gains on the sale of real estate assets which was also introduced this time, it is intended to improve alignment with unitholders’ interests.

(Table 1)

Multiplier	1＋GHG (green house gas) emissions reduction rate

(Table 2)

Environmental certification(Note 1)	★～★★★ (includes uncertified assets）	★★★★	★★★★★
Multiplier	1.0	1.1	1.2

• The environmental certification comprises the DBJ Green Building certification, CASBEE for Real Estate, and BELS certification.

(Table 3)

GRESB Assessment	★	★★	★★★	★★★★	★★★★★
Multiplier	0.8	0.9	1.0	1.1	1.2

Transactions with interested parties

In the asset management of JPR, the interests of JPR may conflict with the interests of TRIM’s sponsor.To prevent JPR from suffering a loss in such cases, JPR and TRIM have organized a more rigorous system to prevent conflicts of interest than those provided for by laws and regulations.

●JPR’s system for preventing conflicts of interest
JPR’s Board of Directors’ Regulations include provisions prohibiting executive officers and supervising officers from taking part in any resolution at a meeting of the Board of Directors in which they have an interest.

●TRIM’s system for preventing conflicts of interest
For the transactions described in (1) to (6) below, between JPR and interested parties, the Compliance Committee (with membership consisting of the President & CEO, General Manager of the Finance and Administration Division, General Manager of the Investment Management Division 1, General Manager of the Investment Management Division 2, General Manager of the Compliance Office, and special committee members) meets once a month, in principle, to examine and verify the validity and rationality of the transactions in question.An outside attorney has been appointed as a special member of the Compliance Committee.
In order for a transaction approved by the Compliance Committee to be carried out, the priorconsent of JPR’s Board of Directors is required. Transactions are thus subject to multiple effective reviews before being carried out.

Through such internal and external checks such as examination, verification, and prior approval, we have established a strict monitoring system for transactions with conflicts of interest.

• (1)Acquisition of properties or assets from interested parties
• (2)Sale of properties or assets to interested parties
• (3)Consignment of property management to interested parties
• (4)Brokerage or agency by interested parties for transactions
• (5)Placement of orders for construction works (costing over 10 million yen) to interested parties
• (6)Leasing of properties to interested parties (Note)

• Leasing of properties to interested parties refers to cases where the increase or decrease in the amount of revision or fixing of rent is less than the average rent (excluding interested parties) for the property when (1) a new lease agreement is concluded with an interested party and (2) when the lease agreement is renewed.

Compliance and corporate ethics

Compliance and corporate ethics are indispensable for JPR's sustainable growth. Through sound management and operation of JPR based on laws, regulations and other requirements, Tokyo Tatemono Realty Investment Management, Inc. (TRIM) will endeavor to merit the trust of JPR, its unitholders, tenants and a variety of other stakeholders.
For compliance-related details, see the asset management company’s “Compliance and Corporate Ethics” section.

Prevention of Transactions with Anti-Social Forces

Neither TRIM nor its officers and employees shall have any relations whatsoever with anti-social activities and anti-social forces that threaten the order and safety of civil society and hamper economic activities. Any unjust demand from anti-social forces, including the provision of donations and contributions as well as the provision of money and other articles will be firmly opposed.
Moreover, TRIM has established "rules for facing anti-social forces" with the aim of preventing the company from being damaged by anti-social forces and to help it perform its social responsibilities. Under the rules, TRIM endeavors to eliminate anti-social forces through constant, close coordination with such external specialized institutions as the police and lawyers.

Internal Audit

Based on its corporate philosophy and the Basic Policy for Internal Control stipulated by its sponsor Tokyo Tatemono, TRIM has established a system to ensure the appropriateness of its business and aims to rigorously implement and integrate it.
For details regarding internal control, see the asset management company’s “Internal Audit” section.

Risk Management

To increase unitholder value, we have established an effective management system and are working to ensure thorough and continuous monitoring to appropriately manage risks that may affect our operations. Our policy is to endeavor to strengthen risk management to respond effectively and accurately to recent changes in social conditions and increasingly diverse and complex risks.

JPR's risk management system

It is stipulated that JPR’s executive officers shall hold Board of Directors meetings at least once every three months, and in reality, meetings are held roughly once a month as a rule.In addition to matters stipulated by laws and regulations, the Board of Directors also makes detailed reports on certain transactions with interested parties, as well as the state of JPR’s operations and execution of business by TRIM.Through these procedures, the supervising officers, who are in a position that is independent of JPR and TRIM stakeholders, maintain a system that allows them to accurately monitor the state of business execution by executive officers.
JPR has the right to receive reports from TRIM and to examine TRIM’s account books and other documents. By exercising these rights, JPR maintains a structure that enables it to monitor TRIM’s execution of operations.In addition, JPR strives to prevent activities such as insider trading by officers through the establishment of insider trading regulations.

TRIM's risk management system

As the organization and framework for engaging in risk management, TRIM positions the President and CEO as the ultimate person in charge of risk management, the General Manager of Compliance Office as the person responsible for overseeing risk management (The Compliance Office is the department responsible for overseeing risk management) and the general managers of each division, department and office as risk management officers.
To enhance the effectiveness of risk management, a Risk Management Committee has been established as a deliberative body regarding risk management. In principle the committee convenes quarterly. The committee is chaired by the President and CEO, and its members comprise the General Manager of Investment Management Division 1, General Manager of Investment Management Division 2, General Manager of Finance and Administration Division, General Manager of Compliance Office, and an outside attorney as a special member.

The Risk Management Committee mainly deliberates over the following matters.

• Formulation, revision and elimination of basic policies, regulations and internal rules on risk management
• Development of the organizational structure for risk management
• The formulation and modification of risk management plans
• The identification, evaluation, handing, monitoring and improvement status of risk management
• Responses to newly emerging risks
• Enhancing the level of regular risk management practices
• Rasing awareness of risk management among officers and employees
• Other matters related to risk management

Details, progress, and results of the committee's deliberations are reported to the Board of Directors.

As a rule, TRIM monitors and manages operation- and management-related risks through multiple verification systems at different levels.

• (1) Compliance with operation guidelines
  TRIM has established portfolio operation standards and investment standards in its operation guidelines. It strives to manage risks relating to real estate and real estate trust beneficiary rights by adhering to such guidelines.


• (2) Clarification of the decision-making process
  In addition to clarifying the decision-making process for important matters related to the investment
  corporation’s asset management by establishing the Investment Committee rules, we strive to manage risks by establishing objective business procedures, such as preparing administrative procedures for real estate surveys, acquisitions, operation management, and other business processes.


• (3) Preventing conflicts of interest
  TRIM has established compliance regulations and compliance manuals to help ensure compliance and prevent any conflicts of interest. Prior to the Investment Committee, the Compliance Subcommittee checks compliance with laws and regulations, and the Compliance Committee confirms whether or not there are any conflicts of interest in transactions with interested parties, to prevent the risk of legal violations and conflicts of interest.


• (4) Prevention of insider trading and management of forward commitment
  TRIM aims to prevent activities such as insider trading by its officers and employees through the establishment of insider trading regulations. TRIM has established a forward commitment manual, and when making forward commitments, it strives in particular to manage risk through a process involving careful reviews and thorough deliberation.

Information security

To continuously conduct its business securely, JPR and TRIM strives to make appropriate use of information and prevent unauthorized access and information loss/leakage. In managing information, it implements safety measures to counter various threats (damage, accident, mishandling, unauthorized use, destruction, theft, and leakage). It has also put recovery measures in place in the event that problems occur and has established a contingency plan for dealing with any damage.
TRIM has also made security management preparations and has established a department to oversee information management. This department ensures the validity of information management and protection through regular inspections and has developed safety measures and steps to be taken if problems occur.