Corporate Governance

IRM has established the following three corporate governance policies, and examines and implements specific measures on the basis of the policies.

Comply with the Law and Prohibit Improper Conduct

IRM shall establish and maintain organizations that ensure compliance with relevant laws and regulations while strictly prohibiting improper conduct, and work to entrench these principles in its corporate culture.

Establishment of a whistleblower system

IRM has set up a whistleblower system that includes the involvement of third-party organizations. Two points of contact have been made available inside the company along with three points of contact outside the company.

Efforts to improve business operations

IRM’s management recognizes that the proper handling of organizationally derived administrative mistakes is a very effective means for improving its fundamental business processes. Accordingly, it makes sure to identify the causes of any administrative mistakes, systematically formulates measures for preventing their recurrence, and systematically shares and manages such initiatives as important assets. IRM’s management is confident that its efforts to improve business processes will foster a corporate culture that prohibits improper conduct and complies with laws and regulations.

Disclose Accurate and Timely Information to Unitholders and Other Stakeholders

IRM shall make sure to promptly provide accurate and clear information, and proactively disclose financial and non-financial data, including ESG-related information.

Please refer to the Investor Relations webpage for more details.

Build Sound Relations with the ITOCHU Group and Other Stakeholders

IRM shall aim to create value through its collaborative growth relationship with its sponsor, the ITOCHU Group, while making absolutely sure to consider transactions with stakeholders and protect the interests of unitholders.

Highly transparent decision-making process for transactions with interested parties

IRM makes decisions on the acquisition and transfer of assets between IAL and interested parties through a transparent decision-making process.

Acquisition/transfer of assets (in cases where transaction involves interested parties)

Decision flow

Measures taken for the purpose of aligning the interests of IAL's unitholders and the ITOCHU Group

(1) Introduction of management fee structure aligned to unitholder interests

In order to realize an asset management fee structure that enables greater alignment of interests with unitholders, IAL resolved at its general unitholders meeting held in April 2020 to revise its asset management fee structure as follows, effective from August 1, 2020. With the asset management fee structure as described below, IAL aims to further align the interests of its unitholders with those of IRM.

Revision of Asset Management Fee Structure for Greater Alignment of Interests with Unitholders

Aim for greater alignment of interests with unitholders through following revisions:

  • Halve the maximum fee rate applied to the fee portion linked to total assets: and
  • Increase the fees linked to income before income taxes by adjusting applicable fee rate, while maintaining the maximum fee rate.

Landscape of Fee Structure

(2) Same-boat investment in IAL by ITOCHU Corporation

ITOCHU Corporation, IAL's sponsor, holds a certain number of IAL's investment units. Such investment by the sponsor in IAL's investment units would align the sponsor's interests with IAL's unitholders and is therefore expected to encourage strong sponsor support for mid- to long-term growth of IAL.

(3) Investment in IAL's investment units by Directors and Employees of Asset Management Company (Employee Investment Unit Ownership Program / Cumulative Investment Unit Investment Program for Full-time Directors)

IRM has Employee Investment Unit Ownership Program in place, with the goal of aligning the interests of its employees with IAL's unitholders. IRM's full-time directors also invest in IAL's investment units through a cumulative investment unit investment program.

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