Governance Structure and Governance of OJR

Structure of OJR

In J-REITs, investment corporations serve as a "container" for asset management, and under the Investment Trust Law, they are prohibited from employing their own staff. Instead, they are required to entrust operations to external entities ("external management system"). Following this framework, asset management tasks are entrusted to an asset management company, custody-related tasks to an asset custodian, and administrative tasks unrelated to asset management or custody are delegated to general administrative agents (collectively referred to as "asset management companies, etc.").
The Investment Trust Law and the Financial Instruments and Exchange Act (FIEA) stipulate that asset management companies, etc., bear a duty of loyalty and a duty of diligence toward the investment corporation. Additionally, asset management companies and asset custodians must have a certain level of financial and organizational foundation to protect investors. They are also subject to segregated management obligations to mitigate commingling risks and maintain checks and balances. Furthermore, the supervisory authority of the Prime Minister (via the Securities and Exchange Surveillance Commission) extends to these asset management companies, ensuring that the appropriateness of their operations is upheld through oversight.
The executive director of an investment corporation is authorized to execute its business and to take all judicial and extra-judicial actions related to its operations on its behalf. However, as noted above, because the investment corporation outsources asset management and other tasks to external entities, the primary role of the executive director is to oversee and supervise the asset management companies, etc.
Supervisory directors, on the other hand, are required to maintain independence from the asset management company, sponsors, and the executive director. As stipulated by the Investment Trust Law, the number of supervisory directors must be at least one more than the number of executive directors. Independent supervisory directors constitute a majority of the investment corporation's board of directors and are responsible for supervising both the executive director and the asset management companies, etc. This structure is designed to prevent arbitrary actions by the executive director that could conflict with the interests of unitholders and stakeholders, thereby maintaining governance between the investment corporation and the asset management companies.

Differences Between J-REIT and US

To help readers understand the governance of OJR and OAM, we will review the structure difference between J-REIT and US-REIT. In the case of US-REIT, either an external management system or an internal management system is possible. However, in many cases, they are administered by an internal organization, as shown below (“internal management system”), and the REIT itself can hire employees. The governance structure is similar to that of general companies. In the case of J-REIT with an external management system, the investment corporation is expected to establish a governance structure that is aligned with the asset management company that the investment corporation has entrusted with the management of its assets.

Organization of OJR

In addition to the general meeting of unitholders, which consists of the unitholders, OJR comprises an executive director, supervisory directors, a board of directors composed of the executive director and supervisory directors, and an accounting auditor.

Please click here to see OJR’s Corporate Data.

Executive Director

There are many cases in J-REIT where a management company president concurrently holds the position of executive director at the investment corporation, and executive directors are invited from sponsor companies. However, OJR, to strengthen internal control, ensures that its executive director does not also serve as the president of OAM, and it invites people for the position outside of the Sponsor group. Like supervisory directors, the executive director of OJR has no vested interest in OAM, etc., or Sponsor Group and supervises OAM from an independent standpoint.

Supervisory Directors

OJR has appointed qualified professionals, such as a real estate appraiser, an attorney, and a certified public accountant, as supervisory directors, all of whom possess expertise and experience necessary for supervising the execution of duties by the executive director.
The supervisory directors oversee the executive director and OAM as independent executives who are not in conflict with the Investment Trusts Law’s standards for independence from the executive director and asset management company.

Composition of OJR’s board of directors, expertise, attendance at Board of Directors meetings, and remuneration

Title	Name	Gender	Photo	Reason for Appointment	Qualifications Held	Board of Director Chairperson	Independent Director	Attendance at Board meetings in FY2024	Total remuneration paid in FP45 ・ FP46 March, 2024 ～ February, 2025
Executive Director	Yukako Oshimi Appointed in November 2025	Female		Ms. Oshimi has a specialty in the field of risk management, in addition to extensive expertise and business experience as a legal expert. She has served as a Supervisory Director of OJR for four years.	Lawyer	○	○	14 times out of 14 times (100%)	3,600 thousand yen
Supervisory Director	Junya Igarashi Appointed in November 2023	Male		As a real estate appraiser and an investment expert, he has extensive knowledge and experience in the real estate industry. Served as an external member of the Investment Committee of OAM for nine years.	Real Estate Appraiser		○	14 times out of 14 times (100%)	3,600 thousand yen
Supervisory Director	Megumi Konishi Appointed in November 2023	Female		She has extensive work experience and knowledge as an accounting, tax, finance, and risk management expert	Certified Public Accountant		○	14 times out of 14 times (100%)	3,600 thousand yen

Remuneration, etc

The remuneration paid by OJR are as follows:

Executive Director and Supervisory Director remuneration

Remuneration paid to the executive and supervisory directors is an amount determined by the Board of Directors to be reasonable based on general remuneration levels, price trends, wage trends, etc. for directors, corporate auditors, and others who perform similar duties and shall not exceed 800,000 yen per month for each officer. For more details, please refer to the chart above in the section of “Composition of OJR’s board of directors, expertise, attendance at Board of Directors meetings, and remuneration”

OAM remuneration

OAM’s remuneration includes those based on the acquisition price and DPU-linked remuneration related to asset management. These incentives are believed to maximize unitholder value through an increase in the investment unit price as OAM strives to improve the performance of OJR.

Auditor Remuneration

The Board of Directors determines the remuneration for the accounting auditor for each financial period subject to audit within a range no greater than 20 million yen.

Please click here for more details on how management remuneration is calculated. (Investment Corporation Articles of Incorporation Article 41)

Operation Structure and Governance

OAM, being entrusted with the asset management and institutional operation of OJR, raises fundamental management policy to achieve highly consistent, efficient, and transparent investment operations to grow OJR into a sound and highly profitable J-REIT and engaged in the business activities through the following structure for pursuing operation and supervising management. OJR oversees the operation of OAM by the executive director, supervisory directors, and its Board of Directors, with OAM constructing the corporate governance in an integrated manner.

Decision-Making Process

OAM is strengthening its governance by integrating a highly effective deliberation process with supervision led by third-party external committee members into OJR’s asset management decision-making process. The external members of the Investment Committee and Compliance Committee are independent experts with no vested interest in OJR, OAM, or Sponsor Group and have the power to veto resolutions in each committee. Please refer to the diagram below for the asset acquisition process.

Supervision of OAM

All members of the OJR Board of Directors (executive directors and supervisory directors) are independent of OAM and other related parties. The members receive information periodically from OAM about asset management and risk management status at this Board of Directors, composed of independent appointees. In addition, under the Investment Trusts Law, supervisory directors can request OAM for information regarding OJR’s operations and assets at any time and conduct any necessary investigations.

Decision-making flow of the Asset Management Company (property acquisition and transfer)

Operation Structure of OAM/Organization of Committees of OAM

Please click here for details on operation structure

Effectiveness Evaluation

OJR introduced effectiveness evaluations in 2024 to improve the effectiveness of the Board of Directors. A named survey is conducted once a year. The evaluation conducted in March 2025 confirmed that the effectiveness of the Board of Directors was generally rated highly. We will continue to strive further to enhance the effectiveness of the Board of Directors.