Aeon Mall is a Life Design Developer*, creating the future of community living as we pursue our basic principle that the customer comes first. Under this management philosophy, we defined our corporate activities as Heartful Sustainable. In this way, we contribute to the development and revitalization of communities and society as a corporate citizen, striving to achieve sustainable societies through various initiatives.
We develop malls localized to the characteristics of each community we serve in Japan and around the world, contributing to better individual lifestyles and community growth. By continuing to provide solutions to local community and social issues, we establish our position as a core facility offering social infrastructure functions in local communities. In May 2023, we formulated a new vision for 2030, AEON MALL, Co-Creating With Our Communities. Our goal here is to create sustainable societies and build a resilient organization in an era of increasing uncertainty. Together with our customers, local communities, partners, shareholders, investors, and other like-minded stakeholders, we strive to create, expand, and foster deeper connections, co-creating through activities that lead to sustainable futures for our communities.
We recognize the importance of corporate governance in accomplishing this vision and we work continually improve our corporate governance structure.

* Life Design extends beyond the framework of the shopping mall. Life Design addresses functions associated with different customer life stages, including not only shopping, but also interaction with other people, cultural development, and other features contributing to future lifestyles.

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, communities, employees, partner corporations, and stakeholders, conducts business activities ethically, and engages in a positive approach to sustainability.
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 with diverse experience and expertise, helping Aeon Mall capitalize on our background as a retail developer. The board strengthens its supervisory function through the appointment of independent outside directors, the Governance Committee, and the Nomination and Compensation Committee. Through the executive officer system, the board will accelerate management decision-making and separate the supervisory and business execution functions. In this way, the board will conduct highly transparent business and determine 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.

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.
Our board of directors meets to review individual cross shareholdings on an annual basis, considering the purpose for holding shares, risks involved in holding shares, the cost of capital, and other economic rationale on a comprehensive basis, determining the reasonableness for cross-shareholdings. We consider selling shareholdings when deemed as having little significance, considering the impact of such sales on the markets. We disclose the results of such sales 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.

The Company established the Governance Committee to ensure that the opinions of minority shareholders are reflected appropriately at the board of directors meetings. The committee serves as an advisory body to the board and consists solely of independent outside directors. The committee discusses any business transactions conducted by a director where conflicts of interest may occur between the director or any third party (e.g. the parent company, a subsidiary, or other Aeon Group company) and the Company, transactions where there is competition with the same, and important transactions with the parent company or Aeon Group companies. The Governance Committee deliberates on the fairness and reasonableness of such transactions from the perspective of improving the corporate value of the Company. Upon deliberation, the committee submits said agendas to the board of directors. Individuals with special interests in the transaction are excluded from the discussions at board of director meetings to ensure the fairness of the procedures.
When the Company enters into transactions with Aeon Group companies, 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 when making decisions that show examples of transactions with non-related parties. Once a year, we report the rate of increase/decrease  in annual transaction amounts with each affiliated business partner at the board of directors and scrutinize the rationality and appropriateness of such transactions.
The Governance Committee met eight times in fiscal 2023 to discuss transactions with Aeon Group companies and other matters and reported said transactions to the board of directors.

The Aeon Group views the autonomous and unique management of Group companies as a way to improve the overall corporate value of the Group and has managed the Group under a decentralized system since our establishment. Group policy stipulates that Group companies are listed as subsidiaries if 1) the company pursues sustainable growth through autonomous management based on business and regional characteristics and 2) a higher quality of management is expected through discipline from the capital market. Aeon Co., Ltd. is the parent company of the Company, holding 58.22% of the Company’s voting rights (as of February 29, 2024). We expect Aeon Co., Ltd. to maintain its majority stake for the foreseeable future, including direct and indirect holdings.
Aeon Mall belongs to the corporate group consisting of Aeon Co., Ltd. (pure holding company) and Aeon Co., Ltd. consolidated subsidiaries and equity-method affiliates. Aeon Co., Ltd. is responsible for planning group strategies, allocating group management resources in an optimal manner, instilling and controlling management philosophies and basic principles, and providing common services to maximize group synergies. Group companies, including AEON MALL, strive to raise their respective levels of expertise and engage in community-based business to improve customer satisfaction further.
The Company is the central entity in the Aeon Group responsible for development operations. We develop and operate shopping malls that coexist with local communities in Japan, China, and ASEAN countries, providing services and enhancing facilities in cooperation with each Group business. In addition to our responsibilities as a commercial real estate business, we are also responsible as a platform for Group services and specialty store companies.
The Aeon Group integrates marketing, development, and leasing in the developer business while the Company is responsible for unifying the development, management, and operation of large-scale shopping malls within the Group. Therefore, business between the Group companies (excluding the Company) and the Company is separated, with no current competition between the parties in question. No such competition is expected going forward.