COMPANY

Corporate Profile

History

Philosophy

Self-awareness and responsibility as a public company

While the pursuit of profits is the natural mission given to all companies, the Polaris Holdings Group will seek not only to fulfill this mission, but also to fulfill its corporate social responsibilities (CSR) as a public company.

Since making its stock available for over-the-counter trading in 1959, the Group has forged a long history supported by countless customers, business partners, shareholders, and employees. We believe that it is our mission as a group to perpetuate appropriate decision-making based on the spirit of CSR, and the timely provision of services, catering to the needs of society as a whole, which has always supported the Group.

The Group asks all staff who support its corporate activities to cultivate and improve their volunteer spirit. The four elements of volunteering are autonomy, gratuitous service, altruism, and creativity. The Group believes that these are the fundamental principles for conducting sound social activities. We also believe that the acquisition of volunteer spirit by all staff provides a concrete guarantee of CSR and improves the Group’s corporate value and the reason for its existence.

Corporate Code of Conduct

・We will provide customers with safe and reassuring spaces.

・We will provide customers with soothing, peaceful and relaxing times.

・We will provide customers with services that bring a smile to their faces.

Polaris Group Hotels 5 Promises

1. We will welcome our guests with warm, heartfelt smiles.
2. We will offer sincere and wholehearted hospitality.
3. We promise to provide service that anticipates the needs of guests by being visually and mentally attentive.
4. We will respond appropriately and promptly, without giving ambiguous answers.
5. We will provide services that are thrilling and emotionally moving to guests.

Code of Corporate Ethics

1. In all areas of business, we will comply with laws and regulations (including international rules), etc., along with social norms and internal regulations, and conduct our business activities with the aim of being an ethically superior company.
2. We will strive to earn the trust of consumers by developing and providing products and services that are useful to society.
3. We will engage in fair, transparent, and free competition and transactions with other companies and related organizations in the same industry. In addition, we will maintain sound and normal relationships with national and local government, and endeavor to earn the trust and confidence of stakeholders.
4. Based on our recognition of the fact that companies are also members of society, we will strive to preserve the environment and contribute to society through our business activities. We will also confront antisocial forces and organizations that pose a threat to the order and safety of civil society as a corporate organization, and will not respond to any illegal or unreasonable demands whatsoever.
5. Overseas, we will respect local cultures and customs and engage in activities that contribute to the development of each country and region.
6. As a company that is trusted by its customers, business partners, local communities, and investors, we will disclose corporate information in a fair, timely and appropriate manner.
7. We will respect the personality and individuality of each employee, and endeavor to ensure a good working environment with consideration for human rights and safety.
8. Our top-level management will recognize that achieving the realization of the spirit of this Code of Corporate Ethics is his (or her) role, and will take the lead in seeking to develop and improve internal systems and thoroughly implement corporate ethics. Additionally, when a situation that violates this Code of Corporate Ethics arises, the top-level management will work to resolve the problem in person by investigating the causes, endeavoring to prevent re-occurrences, and taking strict measures that include him or herself.

Corporate Governance

1. Basic Approach to Corporate Governance

The Polaris Holdings Group has built a corporate governance system designed to achieve sustainable growth and medium to long-term enhancement of corporate value, and to provide value to all stakeholders, including shareholders, investors, customers, employees, business partners, creditors and local communities.


In order to achieve sustainable growth and increase corporate value in the medium to long term, the Group has established an organizational structure that ensures soundness of management, enables prompt and strategic decision-making and execution of business processes, and discloses information to stakeholders in a timely and appropriate manner.

2. Outline of Management Structure

Polaris Holdings is a company with an Audit and Supervisory Committee.


We have established a Board of Directors, Audit and Supervisory Committee, and Accounting Auditor(s) as statutory organizational bodies. Other organizational structures established in addition to these statutory bodies include the Internal Audit Office and Risk Management Committee / Compliance Committee.

3. Main Roles of Each Body

4. Initiatives to Enhance Corporate Governance

Meetings of the Board of Directors?which are attended by directors (including Audit and Supervisory Committee members)?are held at least once every three months to determine basic management policies, matters stipulated by laws and regulations, and other important matters relating to business management. The Board also supervises the execution of business operations by reviewing the progress of each division / department.

5. Corporate Governance Reports

Please refer to the following link for the Corporate Governance Report submitted to the Tokyo Stock Exchange. Tokyo Stock Exchange (link)

Disclosure Policy

Information Disclosure Standards

The Group strives to secure the trust and understanding of its shareholders and investors by complying with the following items, and by maintaining autonomy, timeliness, fairness, and transparency in all of its IR activities.

Information Disclosure Methods

Information that qualifies under the Timely Disclosure Rules is disclosed on the Tokyo Stock Exchange’s TDnet (Timely Disclosure Network) information disclosure system, then promptly posted on the Group’s website. Other information that does not qualify under the Timely Disclosure Rules will also be widely disclosed through posting on websites, etc.

Prevention of Insider Trading and Fair Disclosure of Information

The Group encourages thorough dissemination, awareness and understanding of important company information among all Group employees with the aim of appropriately managing such information, preventing insider trading, and ensuring fair disclosure of information.

Handling of Earnings Forecasts and Future Information

Among the earnings forecasts, strategies, policies, and targets, etc., disclosed by the Group, those which are not historical facts are statements regarding the Group’s future outlook. These are based on information obtained by the Group at the time; or on plans, expectations or judgments based on certain assumptions which are judged to be reasonable. Actual business results, etc., may differ significantly due to various risks and uncertainties.

Quiet Periods

To prevent the leakage of financial results information and ensure fairness of information disclosure, the Group will maintain a certain period of silence (a quiet period) until the announcement date for financial results for each quarter. During quiet periods, the Group declines to answer questions or comment with regard to financial results. Even during quiet periods, however, when it is expected that actual results will differ significantly from previously forecast results, the Group will disclose information as appropriate in accordance with the Timely Disclosure Rules.

Grouth Strategy (Mar.2020 – Mar.2022)

Vision

Polaris Holdings Co., Ltd. (“Polaris Holdings”) aims to deliver superior long-term earnings growth and maximize shareholder value by developing and operating real estate in hospitality and other fields in carefully selected locations. Polaris Holdings will contribute to creating a better society through such efforts. As for the properties we develop, we aim to respond to specific and currently underserved needs of foreign and domestic guests in hospitality and other fields, and look to contribute to the creation of a better society through such efforts.

1. Balance interest among stakeholders including guests, employees, property owners, clients, local communities, banks and shareholders. Create and develop brand(s) that guests want to stay at, employees want to work for, clients want to deal with, local communities and municipalities want to attract, banks want to lend to, and shareholders want to invest in.

1. Balance interest among stakeholders including guests, employees, property owners, clients, local communities, banks and shareholders. Create and develop brand(s) that guests want to stay at, employees want to work for, clients want to deal with, local communities and municipalities want to attract, banks want to lend to, and shareholders want to invest in.

2. Employ high-quality hospitality, finance and real estate professionals by offering competitive working conditions and responding to various needs through such combination.
3. Establish a culture for risk management where we clarify, eliminate, and reduce financial, fiscal, operational, environmental, and natural disaster risks in-house to realize stable long-term earnings.
4. Adopt an asset-light business model and carefully manage risks by wisely and tactically utilizing the balance sheet. Develop, acquire or reposition carefully selected real estate in hospitality and other fields and sell properties to those who share the vision of fair risk/distribution of return after stable operation.
5. Analyze the hospitality market with endless zeal, discover specific and currently underserved needs of foreign and domestic guests, and develop as well as operate unique and competitive hospitality properties enabling sustainable profit growth.

Asset Management and Risk Management Business Model

Polaris Holdings aims to deliver long-term earnings growth and to maximize shareholder value by developing and operating strategically located properties that can respond to specific and currently underserved needs of foreign and domestic guests in hospitality and other fields.

Immediate Key Initiatives

Polaris Holdings aims to deliver superior long-term growth in earnings (minimum target ROE of 15%) and to maximize shareholder value by having SAG as its sponsor and proactively utilizing SAG’s specialized resources. Polaris Holdings has set the following seven items as immediate key initiatives to be achieved.

• Improve board construct and governance structure to position for maximum performance
  • ✓[SHOW CURRENT/PROPOSED] (Done)
• Improve IR communication and transparency
  • ✓More transparent and contemporaneous Japanese and English disclosure
  • ✓Generate interest and support from sophisticated, institutional shareholders globally
• Enhance profitability of hotels currently under management
• Develop a new hospitality brand/product that serves the underserved needs of foreign and domestic guests
• Establish a Real Estate Department led by senior executives with strong experience and track record
  • ✓Enter into property management agreement with Star Asia Sogo Kaihatsu Co., Ltd. (Done)
  • ✓Initiate sourcing effort for compelling hotel development sites
• Enter into Strategic Pipeline Agreement with Star Asia Investment Management Co., Ltd. (Done)
• Dispose of non-core properties at maximum values and reduce high interest bearing liabilities (Done)