Corporate Governance:tokyu land corporation

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(As of July 7,2011)

<Basic Policies Regarding Corporate Governance>

Tokyu Land Corporation Group is a comprehensive lifestyle company views people and lifestyles as a whole, and aims to create beautiful living environments together with our customers under the slogan of “Toward a Beautiful Age”. As a member of the Group, the Company is committed to enhancing the value of the Tokyu brand, which has come to be associated with “comfort and reliability.” It will continue to faithfully pursue a stable growth path and respond to the drastically changing operating environment. At the same time, the Company strives to improve corporate value by placing “challenge” as the key word for its management strategy-constantly taking on the challeges of new businesses and tackling new issues. As such, the Company sees improving management efficiency, as well as building a healthy and transparent management structure as important issues, and is putting its best efforts into the area of corporate governance.

The Company believes that it is vital to build a strong relationship with its various stakeholders in order to enhance the corporate value of the Group, and will continue to respect its stakeholders and take a proactive stance toward information disclosure.

<Basic Policies Regarding Internal Control Systems>

The Group has taken active steps to put in place and implement internal control systems for all members of the Group, including Boards of Directors, institutions, business operators and employees, with the aims of thoroughly implementing compliance management, ensuring proper business operations, achieving business goals such as raising the levels of efficiency and effectiveness, as well as practicing appropriate disclosure of information; all of which will contribute to the sustainable development of the Group and the consistent improvement of its corporate value.

In addition, auditors are monitoring and validating the condition of its internal control systems in accordance with the Audit Practice Standards for Internal Control Systems.

<Corporate Governance Structure>

Corporate Governance Structure

<Relationship with Outside Directors and Outside Corporate Auditors (Independent Directors)>

A summary of the Company’s relationship with Outside Directors and Outside Corporate Auditors is provided below:

Position Name	Name of Company and Position Held at Other Companies (as of July 7,2011 )	Reasons for Appointing this Person as an Outside Corporate Auditor
Standing Statutory Auditor Tadashi Kawai	-	Although the Company borrows funds from The Chuo Mitsui Trust and Banking Co., Limited, where Mr. Kawai was a managing executive in the past, this does not have any material impact on the Company’s management, as the Company has business relationships with a number of financial institutions. In addition, there is no special interest between the Company and Mr. Kawai as an individual. The Company has also appointed him as an outside auditor to leverage his many years of experience and considerable insight into financial institutions in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders.
Statutory Auditor Isao Adachi	Director and Corporate Consultant, Tokyu Corporation	Although Mr. Adachi is a director and corporate consultant of Tokyu Corporation, which is the principal shareholder of the Company, there is no special interest between the Company and him as an individual. In addition, although there are certain transactions, such as facility leasing, between the Company and Tokyu Corporation, they do not have a material impact on the Company’s management as they are transactions with similar terms and conditions as those for general business partners and not transactions of special note. The Company has also appointed Mr. Adachi as an outside auditor to leverage his wealth of experience and considerable insight into Tokyu Corporation in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders.
Statutory Auditor Tomoyasu Asano	Director and Managing Executive Officer, The Dai-Ichi Life Insurance Company, Limited	Although Mr. Asano is a director and managing executive officer of The Dai-ichi Life Insurance Company, Limited, there is no special interest between the Company and him as an individual. In addition, although the Company borrows funds from The Dai-ichi Life Insurance, this does not have a material impact on the Company’s management, as the Company has business relationships with a number of financial institutions. The Company has also appointed Mr. Asano as an outside auditor to leverage his wealth of experience and considerable insight into The Dai-ichi Life Insurance in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders. All of the 12 names below The Sumitomo Trust & Banking Co., Ltd. (inclusive), are listed, although the amount recorded in balance sheet is one hundredth or less of the amount of capital.

Position
Name

Name of Company and Position Held at Other Companies
(as of July 7,2011 )

Reasons for Appointing this Person as an Outside Corporate Auditor

Standing
Statutory
Auditor
Tadashi
Kawai

Although the Company borrows funds from The Chuo Mitsui Trust and Banking Co., Limited, where Mr. Kawai was a managing executive in the past, this does not have any material impact on the Company’s management, as the Company has business relationships with a number of financial institutions. In addition, there is no special interest between the Company and Mr. Kawai as an individual. The Company has also appointed him as an outside auditor to leverage his many years of experience and considerable insight into financial institutions in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders.

Statutory
Auditor
Isao
Adachi

Director and Corporate Consultant, Tokyu Corporation

Although Mr. Adachi is a director and corporate consultant of Tokyu Corporation, which is the principal shareholder of the Company, there is no special interest between the Company and him as an individual. In addition, although there are certain transactions, such as facility leasing, between the Company and Tokyu Corporation, they do not have a material impact on the Company’s management as they are transactions with similar terms and conditions as those for general business partners and not transactions of special note.
The Company has also appointed Mr. Adachi as an outside auditor to leverage his wealth of experience and considerable insight into Tokyu Corporation in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders.

Statutory
Auditor
Tomoyasu
Asano

Director and Managing Executive Officer, The Dai-Ichi Life Insurance Company, Limited

Although Mr. Asano is a director and managing executive officer of The Dai-ichi Life Insurance Company, Limited, there is no special interest between the Company and him as an individual. In addition, although the Company borrows funds from The Dai-ichi Life Insurance, this does not have a material impact on the Company’s management, as the Company has business relationships with a number of financial institutions.
The Company has also appointed Mr. Asano as an outside auditor to leverage his wealth of experience and considerable insight into The Dai-ichi Life Insurance in his contribution to the Company’s auditing services. As he undertakes such tasks as monitoring management from an objective standpoint as an outside auditor, it will not be expected that a conflict of interest will arise with general shareholders.

All of the 12 names below The Sumitomo Trust & Banking Co., Ltd. (inclusive), are listed, although the amount recorded in balance sheet is one hundredth or less of the amount of capital.

<Support System for Outside Directors (and Outside Corporate Auditors)>

Support System for Outside Corporate Auditors
By establishing a structure that is independent from the executive officer system (i.e. an Audit Office with two supervisors), the Company is contributing towards the smooth performance of the monitoring functions of auditors.

<Director Remuneration>

(1) The table below outlines the total remuneration amount, and the amount of remuneration by type for each category of directors. In addition, the column to the far right indicates the number of directors in each category.

Category of Directors	Overall Remuneration (in millions of JPY)	Amount of Remuneration by Type (in millions of JPY)		Number of Applicable Directors
Category of Directors	Overall Remuneration (in millions of JPY)	Base Remuneration	Bonus	Number of Applicable Directors
Directors (Not Including Outside Directors)	244	236	7	12
Statutory Auditors (Not Including Outside Corporate Auditors)	21	21	0	1
Outside Directors (Outside Corporate Auditors)	31	30	1	4

(2) Guidelines and Decision-Making Methodology for Calculating the Remuneration Amount for Directors
In respect of the remuneration for Directors and Auditors, a resolution was passed at the 76th Annual General Shareholders’ Meeting held on June 26, 2008 to limit total director remuneration to below JPY450 million and total auditor remuneration to below JPY90 million. Bonus amounts are also to be included within these figures.
Remuneration amounts are based on the level of business performance for the fiscal year and whether corporate value has been increased in the medium to long-term. With this in mind, the actual remuneration amount is split into a fixed component and a variable component that tracks actual performance. The fixed component is determined for different director categories after taking into consideration the management environment. The variable component is determined after taking into account Group performance and the performance of individual divisions that the director is responsible for overseeing in a given fiscal year. The methods for deciding on the actual remuneration amounts for Directors and Auditors are deliberated and determined at the Board of Directors meetings for Directors and Board of Auditors meetings for Auditors, respectively.

<Condition of Shareholding Positions>

(1) Number of Different Stocks and Amount Attributed to the Balance Sheet for Stocks not held by the Company for the Sole Purpose of Investments

Number of Different Stocks	Investment Amount
29	JPY3,564 million

(2) The table below outlines those stocks that are not held by the Company for the sole purpose of investment for which the amount attributed to such stock on the balance sheet is greater than 1% of the Amount of Capital.

Name of Stock	Number of Shares Held	Amount Attributed to the Stock on the Balance Sheet (JPY millions)	Purpose of Shareholding
Mitsubishi UFJ Financial Group, Inc.	1,841,540	707	To ensure smooth transactions with the company over a sustained period of time
Sumitomo Mitsui Trust Holdings, Inc.	2,183,107	644	To ensure smooth transactions with the company over a sustained period of time
TOKYU RECREATION CO., LTD.	1,309,000	637	To ensure smooth transactions with the company over a sustained period of time
The Sumitomo Trust and Banking Co., Ltd.	505,900	218	To ensure smooth transactions with the company over a sustained period of time
HEIWA REAL ESTATE CO.,LTD.	1,053,500	202	To ensure smooth transactions with the company over a sustained period of time
TOKYU CONSTRUCTION CO., LTD.	812,272	200	To ensure smooth transactions with the company over a sustained period of time
SHIROKI CORPORATION	552,000	151	To ensure smooth transactions with the company over a sustained period of time
The Chiba Bank, Ltd.	321,300	149	To ensure smooth transactions with the company over a sustained period of time
The Dai-ichi Life Insurance Company, Limited	817	102	To ensure smooth transactions with the company over a sustained period of time
Unozawa-gumi Iron Works, Limited	500,000	74	To ensure smooth transactions with the company over a sustained period of time
The Bank of Yokohama, Ltd.	167,920	66	To ensure smooth transactions with the company over a sustained period of time
The Hachijuni Bank, Ltd.	132,650	63	To ensure smooth transactions with the company over a sustained period of time
Mizuho Financial Group, Inc.	384,580	53	To ensure smooth transactions with the company over a sustained period of time
Tokai Tokyo Securities Co., Ltd.	177,343	50	To ensure smooth transactions with the company over a sustained period of time
Resona Holdings, Inc.	5,000	1	To ensure smooth transactions with the company over a sustained period of time

* All of the 12 names below The Sumitomo Trust & Banking Co., Ltd. (inclusive), are listed, although the amount recorded in balance sheet is one hundredth or less of the amount of capital.