Organization of the investment corporation
Investment corporations have at least one executive director and at least one more supervisory director than the number of executive directors. Please refer to “Directors” for information regarding the composition of directors.
Furthermore, the executive directors of MFLP-REIT do not serve concurrently as directors of the Asset Management Company.
The organization of MFLP-REIT is composed of the General Meeting of Unitholders, which is comprised of unitholders; the Board of Directors, which is comprised of one executive director and two supervisory directors; and the independent auditor.
Organization
Independent auditor
Audit remuneration paid to the independent auditor for the 15th Fiscal Period (August 1, 2023 to January 31, 2024) was as follows.
| Name | Continuing Audit Period | Amount of remuneration in the 15th Fiscal Period |
|---|---|---|
| KPMG AZSA LLC | From March 2016 until present | ¥11,000 thousand |
*No payment of fees for non-auditing services has been made.
Furthermore, the independent auditor operates as follows, in accordance with the provisions on independent auditors under the Certified Public Accountants Act, etc.
•Engagement partners may work on the audit operation for no more than seven accounting periods and lead engagement partners for no more than five accounting periods.
•Engagement partners may not work on the audit operation again for five accounting periods after being replaced, and lead engagement partners may not work on the audit operation again after being replaced.
Fines arising from ESG issues in the audited accounts
During the year from April 1, 2022 to March 31, 2023, there were no cases of fines levied due to ESG problems.
Directors
The composition of MFLP-REIT’s Board of Directors during the 15th Fiscal Period (August 1, 2023 to January 31, 2024) totaled three members, namely one executive director (one male member) and two supervisory directors (one male member and one female member). The attendance rate of these three directors at meetings of MFLP-REIT’s Board of Directors and their compensation are as follows. These Directors are selected by resolution of the unitholders' meeting for the following reasons.
| Position | Name of director, etc. | Length of service | Attendance | Monthly remuneration per director | Reason of Election |
|---|---|---|---|---|---|
| Executive director | Hiroshi Asai | 2 years 3 months (from November 2021) | 18/18 times（100%） | ¥500,000 per month | MFLP-REIT appointed him as Executive Director because he has abundant knowledge and experience in asset management and real estate securitization, and he is capable of performing his duties as a representative of MFLP-REIT. |
| Supervisory director | Izuru Goto | 7 years 11 months (from March 2016) | 60/60 times（100%） | ¥300,000 per month | MFLP-REIT appointed him as Supervisory Director because, as an attorney-at-law, he has expert knowledge and experience in risk management related to legal affairs and compliance, and he is competent enough to supervise the execution of the Executive Officer's duties. |
| Supervisory director | Eiko Osawa | 2 years 3 months (from November 2021) | 18/18 times（100%） | ¥300,000 per month | MFLP-REIT appointed her as Supervisory Director because, as a certified public accountant, she has expert knowledge and experience in risk management related to accounting and taxation, and she is competent enough to supervise the execution of the Executive Officer's duties. |
*Remuneration shown is since November 2021.
Executive Director
Hiroshi Asai
Supervisory Director
Izuru Goto
Supervisory Director
Eiko Osawa
Organization chart
Management of the assets of MFLP-REIT is entrusted to the Asset Management Company. The Asset Management Company engages in operations under the following operation structure in accordance with the Asset Management Agreement concluded with MFLP-REIT.
For further details, please refer to the section of “(ii) Operation system” in the securities report
Asset management fee structure consistent with the interests of unitholders
The aim is to keep the interests of MFLP-REIT’s unitholders consistent with the interests of the Asset Management Company.
| Asset management fee I | Total assets × 0.1% (maximum) |
|---|---|
| Asset management fee II | Operating income (before deduction of asset management fees and depreciation) × 5.5% (maximum) |
| Asset management fee III | Pre-tax earnings (before deduction of asset management fees) × Pre-tax EPU (before deduction of asset management fees) × 0.001% (maximum) |