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Management Policy

Basic Views on Corporate Governance

Aeon Mall is a Life Design Developer, creating the future of community living as we pursue our basic principle that the customer comes first.
Life Design extends beyond the framework of the shopping mall. Life Design addresses functions associated with different life stages of our local customers, including not only shopping, but also interaction with other people, cultural development, and other features contributing to future lifestyles. Aeon Mall builds upon our strengths as a retail business developer, at the same time striving to localize our malls to the characteristics of each community we serve. In this way, we contribute to better lifestyles and community growth in terms of economy and culture. We recognize the importance of corporate governance in accomplishing this vision and we work continually improve our corporate governance structure.

Basic Stance for Corporate Governance

1. We provide a consistent and fair environment to support shareholder rights and the execution of said rights. We work in cooperation with shareholders toward the goal of sustainable growth.
2. Our board of directors and senior management exercise proper leadership in fostering a corporate culture that respects the rights and perspectives of customers and stakeholders, conducts business activities ethically, and engages in a positive approach to ESG and CSR activities.
3. We have created a Disclosure Policy and Rules for Managing Information Disclosure to address disclosure of financial and nonfinancial information. Guided by these policies, we ensure transparency and fairness through appropriate and clear information disclosure.
4. Our board of directors consists of individuals well-versed in the retail business, helping Aeon Mall capitalize on our background as a retail developer. We appoint independent outside directors to strengthen our supervisory function and conduct highly transparent business. Our board of directors determines important strategies and measures to achieve our long-term vision and medium-and long-term plans.
5. We incorporate feedback and input received through constructive dialogue with shareholders to improve our corporate value.

Cross-Shareholdings

The Aeon Mall policy on cross-shareholding is to hold shares for the purpose of contributing to improved Aeon Mall Group corporate value over the medium and long term. This policy considers a number of factors including business strategy and business relationships.
We review individual cross shareholdings on an annual basis, considering the purpose for holding shares, whether share dividend income exceeds the cost of capital, risks involved in holding shares, and transactions with the issuing party. These factors are part of determining the overall benefits of holding shares for the long-term. This annual review is conducted by the board of directors, the final determination of which we disclose publicly.
When exercising voting rights of cross-held shares, we verify whether each proposal contributes to the medium- and long-term improvement in Aeon Mall corporate value and whether said proposal holds the potential to damage our corporate value. As necessary, we hold discussions with the issuing company as part of our overall decision-making process.

Related-Party Transactions

Aeon Mall has established a system to ensure transactions with officers or major shareholders (related-party transactions) do not infringe on the interests of the Company or our shareholders.

1. We carefully investigate in board of director deliberations whether competitive transactions by directors and transactions involving conflicts of interest with directors and Aeon Mall infringe on the interests of the Company and our shareholders. Our investigations include consulting with experts regarding the reasonable nature of the transactions in question. The Company ensures fairness in this process through a number of means, including recusing directors having special interests in transactions with the Company from voting in the resolution.
2. When the company enters into transactions with related parties, we clarify the identity of such parties in our Related Party List according to the provisions of our Rules for Managing Related-Party Transactions. We ensure objectivity in transaction terms through rules that include providing comparison tables in period-end financial reports that show examples of transactions with non-related parties. According to the importance and nature of the transaction in question, we comply with our Authority Rules in soliciting opinions from outside directors and members of the Audit & Supervisory Board during board of director meetings regarding the rationality (business purpose) and reasonable nature of the transaction terms. On an annual basis, we investigate the rationality and reasonableness of transactions, issuing a report on the annual increase or decrease in transactions with related-party companies.

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

The Company is a member of a corporate group (henceforth, Group) composed of Aeon Co., Ltd. (a pure holding company, herewith Aeon Co.), its consolidated subsidiaries and equity-method accounted affiliates. Aeon Co strives to maximize group synergies and is tasked with development of Group strategies, optimizing allocation of group resources, diffusion of corporate philosophy/ basic principles, and coordination of common services. At the same time, each of the Group companies, including the Company, is tasked with enhancing their areas of specialty, and by implementing management closely integrated to local communities, aims to increase customer satisfaction.
Leveraging Group revenues exceeding 8 trillion, the Company seeks to attract and increase customer drawing power. Initiatives include sales promotions utilizing Group infrastructure such as the Aeon Card and/or "WAON," Aeon's electronic money service.
Decision-making relating to daily operational tasks is based on the Company's independent judgement. On key management issues, however, the Company will seek discussion and/or make report with Aeon Co. The Company maintains a close and cooperative relationship with Aeon Co. and other Group companies whilst at the same time respecting each of the companies' independence. The Company aims for sustainable growth and enhanced business performance through such relationships.
It is the belief of the Company that by maximizing cooperative effort and synergies between Group Companies, the interests of the minority shareholder will benefit.