bdc0bbee-5867-43eb-80e1-07ee7a4db735.pdf


Company name: Kenedix, Inc.

January 27, 2016

Representative: Taisuke Miyajima, CEO & President Stock code: 4321

Listing: First Section, Tokyo Stock Exchange Contact: Masahiko Tajima, Director,

Head of Corporate Planning Department



Please note that this document is a translation of the official announcement that was released in Tokyo. The translation is prepared and provided for the purpose of the readers' convenience only.

All readers are strongly recommended to refer to the original Japanese version of the news release for complete and accurate information.


Notice of Establishment of Corporate Governance Guidelines



The Board of Directors of Kenedix, Inc. approved a resolution at a meeting held today (January 27, 2016) to establish Corporate Governance Guidelines.


  1. Reason for Establishment

    Kenedix has established Corporate Governance Guidelines in accordance with Tokyo Stock Exchange's Corporate Governance Code that came into effect in June 2015 as a part of its Securities Listing Regulations. These Guidelines are based on the spirit and intent of the Corporate Governance Code and ensure the Company's sustainable growth and increased corporate value over the medium to long-term.


  2. Composition of the Guidelines

The following items comprise the Guidelines: Introduction

History

Mission Statement Corporate Mission Long-term Vision

Chapter I: General Provisions

Chapter II: Corporate Governance System

Chapter III: Relations with Shareholders and Other Stakeholders Supplementary Provisions


Please refer to "Corporate Governance Guidelines" for details.


Cautionary Statement Concerning Forward-Looking Information

This press release contains forward-looking statements that include "intends," "will" and other similar words and phrases, statements regarding the intent, belief, strategy, plans or current expectations of the Company. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors. The Company does not undertake any obligation to update the forward-looking statements contained herein, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.


Corporate Governance Guidelines


Established: January 27, 2016


Kenedix, Inc.

Introduction

History

Mission Statement Corporate Mission Long-term Vision


Chapter I General Provisions

Article 1 Objectives

Article 2 Basic Views on Corporate Governance

Chapter II Corporate Governance System

Article 3 The Company's Approach to the Corporate Governance System Article 4 Roles and Responsibilities of the Board of Directors

Article 5 Board of Directors Composition

Article 6 Roles and Responsibilities of Corporate Auditors and the Board of Corporate Auditors

Article 7 Board of Corporate Auditors Composition

Article 8 Nomination and Remuneration Advisory Committees Article 9 Qualification for Directors and Nomination Procedures

Article 10 Qualification for Corporate Auditors and Nomination Procedures Article 11 Remuneration of Directors and Corporate Auditors

Article 12 Provision of Information to Independent Outside Directors and Independent Outside Corporate Auditors

Article 13 Policies for Training Directors and Corporate Auditors Article 14 Evaluation of Board of Directors Effectiveness

Article 15 External Auditors

Chapter III Relations with Shareholders and Other Stakeholders

Article 16 Status of Information Disclosure

Article 17 System for Managing Related-Party Transactions Article 18 Systems for Managing Insider Transactions Article 19 Whistleblowing System

Article 20 Policy on Cross-Shareholdings

Article 21 Basic Strategy for Capital Policy, etc. Article 22 Basic Policy on Control of the Company

Article 23 Policy for Constructive Dialogue with Shareholders

Article 24 Securing the Rights and Equal Treatment of Shareholders Article 25 Sustainability


Supplementary Provisions

- Introduction -

The Japanese real estate securitization market began emerging in the 1990s, in the midst of the country's real estate recession, developing as the number of market participants increased. Kenedix Inc. (hereinafter, the "Company") has expanded in line with the market's growth. Real estate investment and operation has taken on a growing significance as the financial market environment has changed and money has entered the real estate market from a broad range of domestic and overseas sources, including public pensions and individual investments, in the aim of securing stable earnings. At the same time, a market that was once characterized by corporate real estate holdings has shifted to one marked by a diversity of real estate funds, such as J-REITs and private funds. These trends have accelerated as demands for better corporate capital efficiency have increased. In this environment, we believe the Company's role has taken on an increased significance in terms of connecting investors' fund management needs and investment real estate.

To fulfill this role and ensure the Company's sustainable growth and increased corporate value over the medium to long term, the Company has formulated and hereby publicizes these Corporate Governance Guidelines.


- History -

Kenedix, Inc. was established in 1995. The Company made a full-fledged entry into the real estate asset management business in 1999, and has developed its business through the application of advanced investment and financial approaches.

The Company's asset management business, which began with the management of private real estate funds, has expanded into the management of several J-REITs, and is currently expanding its scope of operations to include long-term core funds. Based on the asset management expertise the Company has accumulated to date, it has recently been cultivating such markets as overseas real estate and infrastructure assets. As Japan's largest independent real estate asset management company, going forward the Company plans to continue expanding its business by extending the scope of its operations in line with the needs of its client investors.


- Mission Statement - Kenedix is dedicated to realizing the full potential of real estate.


In pursuit not only of increasing assets under management and realizing short-term investment yields, Kenedix, Inc. assesses real estate locations and property characteristics as it seeks to combine optimal asset management strategies, timing and financial approaches based on investors' needs, maintaining a strong conviction toward asset management that "realize the full potential of real estate."

The Company has formulated a mission statement that elucidates its commitment to real estate value creation: "Kenedix is dedicated to realizing the full potential of real estate."

Kenedix Inc. issued this content on 27 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 06:39:33 UTC

Original Document: http://v4.eir-parts.net/v4Contents/View.aspx?cat=tdnet&sid=1319116