Ethics and Governance|ESG|Nippon Prologis REIT, Inc.

Nippon Prologis REIT, Inc.

Ethics and Governance

We commit to full integrity and the strictest ethical standards in all business dealings.

  1. Governance
  2. Ethics and Management
  3. Organizational Structure of Prologis REIT Management K.K.

In accordance with the “Act on Investment Trusts and Investment Corporations (ITA)” of Japan, NPR is incorporated and governed by unit holders’ meetings and a board of directors who represent the interests of our unit holders. Under ITA, J-REITs are not permitted to employ any employees. Instead, J-REITs’ various corporate functions are required to be outsourced to third parties, including, but not limited to, asset management companies that are entrusted with the daily operations and management of a J-REITs’ portfolio properties based on bilateral asset management agreements between J-REITs and such asset management companies. Also, under ITA, J-REITs’ corporate activities are required to be audited by designated third-party accountants.

NPR holds general unit holders’ meetings at least once every two years in accordance with ITA. NPR’s board comprises of four directors: one Executive Director and three independent Supervisory Directors.

All of NPR’s board of directors are elected by the unit holders’ meetings. Remuneration of each director is determined by the resolution of board of directors’ meetings and the remuneration of each director is capped by the Article of Incorporation of NPR, which is also a requirement under ITA. Currently, the remuneration of NPR’s Executive Director is capped at 1,000,000 yen per month and the remuneration of each Supervisory Director is capped at 500,000 yen per month.

As stated above, NPR has no employees by law, and its various corporate functions, including operations and management of its portfolio, is outsourced to its asset management company, Prologis REIT Management K.K., a wholly owned subsidiary of Prologis, Inc. NPR and Prologis REIT Management K.K. receives various forms of support from its sponsor, Prologis including the pipeline support for NPR’s future property acquisitions, as well as the master property management, under which Prologis manages daily operations of NPR’s portfolio assets, taking advantage of Prologis’ global operational and leasing platform.

Organizational Chart of NPR

Organizational Chart of NPR
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