GLORY LTD. (the "Company") considers that improving its corporate governance system is one of the important management tasks for achieving sustainable growth and increasing corporate value of the Company group over the med- to long-term. The Company has analyzed and evaluated the effectiveness of its Board of Directors (the "Board") for the fiscal year ended March 31, 2017, based on its "Corporate Governance Guidelines". The overview of the results is as follows:
1. Method of Analysis and Evaluation
The evaluation was carried out by way of anonymous self-evaluation questionnaires on the effectiveness of the Board from all directors and corporate auditors. Through intensive review and discussion on the results of the questionnaires, the Board of Directors has made an analysis and evaluation on the effectiveness of the Board.
2. Results of Analysis and Evaluation of the Effectiveness of the Board
As a result of analyzing and evaluating the questionnaire results described in 1. above, the Board confirmed that, in the following respects, the effectiveness of the Board has been ensured sufficiently and that the current status of the Board is consistent with the Company's Corporate Governance Guidelines;
* The Board is constituted in a manner to achieve appropriate size, composition and diversity in order to fulfill its roles and responsibilities.
* At the meetings of the Board, lively discussions and sufficient deliberations have been made between attending directors and corporate auditors including outside directors/corporate auditors. In addition, proceedings by the chairperson of the Board meetings and other decision-making processes have been conducted properly.
* The frequency, the number of examined items, contents, discussion time and other elements of the Board meetings held in the fiscal year are generally recognized appropriate. Also, risk management, internal control and other significant issues have been reported and discussed properly in the meetings.
* Support structures for the Board including those for outside directors/corporate auditors have been established appropriately. Additionally, the Nomination Advisory Committee and the Compensation Advisory Committee have been working in an effective manner as monitoring bodies.
3. Measures for Enhancing Board Effectiveness
Based on these results of the analysis and evaluation, the Company will strive to ensure that more fulfilling discussions will be made at the Board meetings regarding the setting of the broad direction of the future corporate managerial and business strategies of the Company group. Furthermore, in the light of expected acceleration of overseas business development, the Company will take continuous measures to improve the corporate governance structure by such as securing appropriate composition and management of the Board of Directors that secures its greater diversity.