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.

Prologis REIT Management K.K. (PLDRM) is acting as NPR’s asset manager based on the bilateral asset management agreement between NPR and PLDRM in accordance with the legal requirement determined by the “Act on Investment Trusts and Investment Corporations (ITA)” of Japan. The scope of PLDRM’s role is broad; examples are operations/management of NPR’s portfolio, capital raising, reporting to NPR’s board and other ancillary administrative work.

PLDRM is a wholly owned subsidiary of Prologis and governed by its own board of directors’ meetings. The Chief Executive Officer (CEO) is an ultimate decision-maker of PLDRM, and underneath the CEO's supervision are three divisions that manage various corporate functions of PLDRM: the Investment & Operations Division; the Financial Planning/Investor & Public Relations Division; and, the General Administration & Accounting Division.

In addition, there are two committees which govern certain areas of PLDRM’s corporate actions in connection with its asset management functions. The Investment Committee is responsible for discussing and approving PLDRM’s asset management plans, as well as NPR’s various transactions such as investments, dispositions and capital raising. The Compliance Committee is responsible for discussing and approving various compliance matters related to PLDRM’s corporate actions in certain areas, such as related-party transactions, and its governance. Both the Investment Committee and the Compliance Committee are required to have at least one independent committee member who has veto rights to the proposed agenda.

Organizational Chart of PLDRM

PLDRM’s Risk Management

PLDRM’s risk management system is operated through a combination of multiple platforms. The “Risk Management Rules” define the fundamental framework of PLDRM’s risk management, attempting to maintain high levels of risk control that ultimately secure the soundness of PLDRM’s management. PLDRM’s board of directors is ultimately responsible for and supervises PLDRM’s risk management. The Compliance Officer is in charge of organizing risk control and monitoring operations. The head of each division is responsible for the intra-divisional risk control and management. Periodically, the status of PLDRM’s risk management is reported to NPR’s board of directors. Also, PLDRM conducts its own internal audit annually and reports the results to NPR’s board of directors.

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