Corporate Governance

Basic Approach to Corporate governance

TamaHome recognizes the importance of enhancing the soundness and transparency of management, while ensuring legal and regulatory compliance and sincerely fulfilling its social responsibilities. This is crucial to continuously living up to its basic management policy of "serving communities by providing the highest quality housing at the lowest price." Furthermore, TamaHome believes that this approach will also help to safeguard the interests of stakeholders such as customers, business partners, and shareholders, which will lead to a continuous improvement in corporate value.
For that reason, TamaHome sees enhancing corporate governance as a key priority. The Company is working to enhance corporate governance by establishing a highly efficient and transparent management structure while at the same time striving to ensure rapid and proper decision-making.

Reason for selection of the current corporate governance framework

TamaHome is a company with audit & supervisory board. With this system, the Board of Directors makes decisions about important matters and oversees the management of business operations and the Audit & Supervisory Board is responsible for ensuring that business operations are legal and proper. There are two outside directors for the purpose of strengthening the oversight function of the Board of Directors and overall management. In addition, there are two outside audit & supervisory board members to strengthen the ability to oversee the Board of Directors from a fair and objective standpoint.
TamaHome believes that using independent outside directors and outside corporate auditors to upgrade the management oversight and auditing functions helps ensure the soundness and transparency of management and reinforces corporate governance.

Summary of the corporate governance framework

Board of Directors
The Board of Directors consists of 10 directors who meet regularly once a month, in principle. The Board of Directors makes decisions on matters discussed by the 10 directors, following briefings on each matter by the relevant director. Furthermore, the Board of Directors convenes extraordinary meetings as necessary to decide on urgent matters requiring a Board of Directors resolution, after each matter has been discussed individually.

Audit & Supervisory Board
TamaHome is a "Company with Audit & Supervisory Board" as defined by the relevant laws and regulations of the Companies Act of Japan. The Audit & Supervisory Board consists of 3 members (including 2 outside members), who monitor corporate governance and its implementation status, and conduct audits of daily activities, including the execution of the directors' duties. The Audit & Supervisory Board members audit the execution of directors' duties through regular monitoring of the status of directors' business execution by attending Board of Directors' meetings and asking questions as appropriate. The outside Audit & Supervisory Board members, consisting of a lawyer and a certified tax accountant, monitor management from the standpoint of their respective fields of professional expertise. The Audit & Supervisory Board members attend the General Meeting of Shareholders and Board of Directors meetings, and exercise their legal rights including the receiving of reports from directors, executive officers, employees and the accounting auditor. In addition, the standing Audit & Supervisory Board member endeavors to conduct effective monitoring by attending important meetings and carrying out on-site audits of business offices.
The Audit & Supervisory Board meets once a month, in principle.
The Audit & Supervisory Board members also regularly exchange information with the Internal Audit Office and the accounting auditor, and strive to cooperate closely with them, with the view to enhancing the effectiveness of audits.

Executive Committee
The Executive Committee meets at least once a month, in principle, to decide on important management issues other than those considered to be the exclusive purview of the Board of Directors based on laws and regulations and the Articles of Incorporation. Accordingly, the Executive Committee decides on issues such as the formulation of the Company's basic management policies and medium-term management plans.
As an advisory body to the Board of Directors, the Executive Committee also examines budget control and deliberates important business execution policies that cover all aspects of corporate management.
The Executive Committee consists of full-time directors, the standing Audit & Supervisory Board member and executive officers. Executive Committee meetings are held at least once a month to enable rapid decision-making on important matters.

New Business Committee
The New Business Committee performs preliminary examinations of proposals for new businesses in order to give advice to the Board of Directors and the Executive Committee. Committee members examine the economic feasibility of ideas for new businesses by looking at the business model, business plan, prospects for recovering investments and other aspects of a proposal.
To assess the profitability of a business, this committee performs period examinations to confirm progress with respect to business plans when a business starts and afterward. Results are reported to the Executive Committee.

Human Resources Committee
The Human Resources Committee assists with the selection of directors and executives makes decisions about the recruitment of key employees. This committee also discusses employee salaries, bonuses and penalties.
Members of this committee are the directors, executive officers, regional managers and heads of other departments associated with the committee's activities. The primary role of the committee is to ensure that human resources are used properly throughout the TamaHome Group.

Internal Controls Committee
The Internal Controls Committee examines concerns involving compliance and monitors risk factors created by these concerns. There are two sub-committees. The Compliance Sub-Committee determines recommendations for improvements and other actions. The J-SOX Sub-Committee is responsible for internal controls and other administrative activities involving financial reports. Committee members identify risk factors and problems and determine recommendations for improvements and other actions. Members of this committee are the directors and executive officers. The primary role of the committee is to make internal controls even more effective.

Internal Audits
The Internal Audit Office (6 members) has been established in the Headquarters organization and reports directly to the president of TamaHome. By auditing all aspects of the Company and Group companies' operations based on annual audit plans, the Internal Audit Office audits the soundness of business operations in terms of the appropriateness and efficiency of compliance, risk management, and business processes. The Internal Audit Office reports any problems it identifies to the president, while recommending operational improvements and requesting the relevant party to submit reports on these improvements. Moreover, the Internal Audit Office regularly exchanges information with the Audit & Supervisory Board members and the accounting auditor. By fostering close cooperation with them, the Internal Audit Office strives to enhance the effectiveness of audits.

Accounting Auditor
TamaHome has appointed the auditing firm A&A Partners as the accounting auditor. Proper accounting audits are conducted regularly in accordance with laws and regulations.
In the year ended May 2017, the accounting audit was performed by two certified public accountants (CPAs), Hiroaki Kagami and Tadashi Sato. They were assisted by 18 individuals, comprising 15 CPAs and 3 other staff members.

Management Policy