About GLORY

Results of Evaluation on Effectiveness of the Board of Directors

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June 27, 2018
GLORY LTD.

Summary of Results of Evaluation on Effectiveness of the Board of Directors

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 medium to long term. The Company has carried out "analysis and evaluation on the effectiveness of its Board of Directors (the "Board”)” based on its "Corporate Governance Guidelines" since the fiscal year ended March 31, 2016. 
In the past two examinations, while it was judged that “the effectiveness of the Board is ensured sufficiently as a whole and that the current status of the Board is consistent with the Company’s Corporate Governance Guidelines," there are some points which were considered that "continuous efforts for improvement are required."
Therefore, in conducting such examination for the fiscal year ended March 31, 2018, the Company has focused, instead of an exhaustive examination regarding the Board, on the matters recognized as “requiring continuous improvement” in both of the past two examinations.
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 audit & supervisory board members. 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.
These questionnaires were prepared by focusing on the matters which were previously evaluated as “requiring continuous improvement.”


2. Results of Analysis and Evaluation

As a result of analyzing and evaluating the questionnaire results described in 1. above, the Board confirmed that 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. Also, with regard to the issues recognized by the past two evaluations, it was confirmed that continuous efforts for the progress have been recognized and some improvement seen from the previous year, though there still remain some issues to be solved.
Especially, it has been confirmed that continuous efforts would be made, such as narrowing down the focus to more strategic items to be examined, ensuring sufficient time for consideration, clarifying the main points of materials and utilizing IT tools at the Board meetings, as well as readjusting roles and relationships between the Board and other managerial conferences, etc. and further delegating authorities to such other conferences.



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 corporate managerial and business strategies of the Company group. Furthermore, in the light of expected acceleration of overseas business development and entry into new businesses fields, the Company will take continuous measures to improve the corporate governance structure by such measures as securing appropriate composition and management of the Board that ensures its greater diversity.

Past Results of Evaluation 

Fiscal year ended March 31, 2017
Open
June 27, 2017
GLORY LTD.

Summary of Results of Evaluation on Effectiveness of the Board of Directors

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

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.

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