Corporate Governance
- Basic Policy
- Corporate Governance Framework
- Corporate Governance Guidelines
- Outline of Main Organs
- Remuneration for Directors and A&SB Members
- Policy for Training of Directors and A&SB Members
- Corporate Governance Report
- Evaluation on Effectiveness of the Board of Directors
Basic Policy
Glory’s corporate philosophy guides its efforts to continuously improve corporate value through sound and efficient business management so that the Company can exist in harmony with society and earn the trust and support of all stakeholders. None of this can be achieved without a firm commitment to the continuing improvement of corporate governance. The Company will continue its efforts to strengthen the supervisory and executive functions of management, accelerate decision-making, ensure transparency and objectivity, and enhance compliance management to further increase our corporate value.
Corporate Governance Framework
Glory adopts an Audit and Supervisory Board system. This means the Company’s Board of Directors, which includes more than one Outside Director, makes decisions on important matters and supervises business execution, while the Audit and Supervisory Board oversees the actions of the Board of Directors. Further, an executive officer system allows the Company to separate the management supervisory and business executive functions, thereby enabling speedy and efficient business administration. In addition, we have committees such as the Nomination Advisory Committee and Compensation Advisory Committee to boost transparency and objectivity of decision making on important matters of the management.
Glory’s basic policy on corporate governance is set out in the Corporate Governance Guidelines.
Corporate Governance Guidelines
Outline of Main Organs
The Company’s Board of Directors comprises eight Directors including two Outside Directors and in principle meets at least once per month, with the attendance of four Audit & Supervisory Board Members (“A&SB Members”) including two Outside A&SB Members. The Board of Directors, chaired by the president, decides the important business policies of the Company and the Group, supervises business execution, and receives reports on the status of business execution. Directors, including Outside Directors, actively discuss and exchange opinions, and A&SB Members express their positions as needed.
Also, two Outside Directors attend, in addition to the Board of Directors meetings, such other important meetings as the Nomination Advisory Committee, the Compensation Advisory Committee and Management Conference, etc. Further, they receive information regarding internal control directly or indirectly from the officers and staff members of the Company as necessary. Thus, they play an important role in enhancing supervisory functions as well as in ensuring and improving transparency and fairness in the Company’s management by providing sound opinions and advice from an independent standpoint.
The Company’s Audit & Supervisory Board, chaired by a full-time A&SB Member, is composed of two full-time A&SB Members and two Outside A&SB Members for a total of four members. In principle, they meet once per month. A&SB Members, including Outside A&SB Members, conduct audits based on an annual corporate audit plan determined in accordance with the audit policy and the assignment of duties determined by the Audit & Supervisory Board. Based on these audits, A&SB Members issue reports on the audit status and exchange information and views at meetings of the Audit & Supervisory Board.
The full-time A&SB Members attend the important conferences such as the meetings of the Board of Directors and the Management Conference, and express their opinions as necessary. They share with other A&SB Members, including Outside A&SB Members, information obtained through inspection of key documents regarding management approval and reports and explanations from Directors and executive officers concerned, thereby endeavoring to monitor the status of execution of operations and ensure the effectiveness of audits. They also report the status of implementation and results of the audits to President on a quarterly basis and exchange opinions.
The two Outside A&SB Members play key roles in ensuring legitimacy and adequacy in the Company’s management by leveraging their sophisticated expertise and extensive experience in conducting audits of the Company.
| Number of meetings held | Attendance rate（％） | ||
|---|---|---|---|
|
Directors
（including Outside Directors)
|
A&SB Members （including Outside A&SB Members） |
||
| Board of Directors | 16 | 100 | 100 |
| Audit & Supervisory Board | 15 | － | 100 |
A&SB Members and the Company’s accounting auditors work in close collaboration to enhance the efficiency and effectiveness of their respective audit operations. In addition to the regular meetings held several times annually, they meet on an ad hoc basis, endeavoring to mutually ensure appropriateness and credibility of performance of their duties through such measures as providing explanation and consultation, or questioning and confirmation on matters that require special attention, regarding the annual audit plans and site audit plans (including audits of consolidated subsidiaries) at the beginning of each business year.
Further, A&SB Members and the Internal Audit Department personnel of the Company mutually work in close collaboration to enhance the efficiency and effectiveness of their respective audit operations. A&SB Members receive and confirm copies of the audit notification stating such matters as the schedule, subject, purpose, method and other matters of the relevant audit which is given from the Internal Audit Department whenever they implement an audit pursuant to the annual audit plan. After completion of the audit, A&SB Members receive explanations concerning matters pointed out and status of implementation of improvement by way of the report on implementation of internal audits, based on which mutual exchange of opinions is conducted between A&SB Members and the Internal Audit Department personnel.
The Company holds a Management Conference once a month to discuss the business policy and management plans in accordance with basic policy determined by the Board of Directors, and execution of major operations. The Management Conference comprises Directors, including Outside Directors; the full-time A&SB Members; executive officers and other executives, and deliberates on issues and matters for company operation.
In order to ensure transparency and objectivity in appointing Directors and A&SB Members, etc. and determining remuneration for them, the Company has established two advisory bodies of the Board of Directors, the Nomination Advisory Committee and Compensation Advisory Committee, each with at least half of the members and the chairperson being independent Outside Directors. The members of each committee are as follows.
Chairperson： Joji Iki (Outside Director)
Other Members : Junji Uchida (Outside Director)
Hirokazu Onoe (Chairman of the Board & Representative Director)
Motozumi Miwa (President &Representative Director)
Chairperson： Junji Uchida (Outside Director)
Other Members：Joji Iki (Outside Director)
Hirokazu Onoe (Chairman of the Board & Representative Director)
Motozumi Miwa (President & Representative Director)
Remuneration for Directors and A&SB Members
Remuneration for Directors and A&SB Members is designed in such a manner that the value can be shared with the shareholders, the level is appropriate for their duties, and due consideration is given to incentives for continued improvement of corporate performance and securing talented human recourses. In addition, remuneration for Outside Directors and A&SB Members consists only of fixed compensation.
After discussing the individual remuneration levels for each Director and A&SB Member at the Compensation Advisory Committee, their decisions on the appropriateness of the levels and the total amount of remuneration are reported to the Board of Directors and A&SB Members. Details are as follows:
review by the Compensation Advisory Committee and within the ranges approved by the general meeting of
shareholders. After the Compensation Advisory Committee confirms the reasonability of the remuneration for
each Director, the Board of Directors leaves the determination of individual amounts to the discretion of the president.
・Remuneration for A&SB Members is determined by consultation among A&SB Members in line with a review by
the Compensation Advisory Committee and within the ranges approved by the general meeting of shareholders.
performance-based stock compensation.
targets in the 2020 Medium-Term Management Plan. The amounts to be paid will be determined according to the
degree of achievement toward those predetermined targets.
performance targets in the 2020 Medium-Term Management Plan. The number of shares to be allotted will be
determined according to the degree of achievement toward those predetermined targets.
The remuneration for Directors and A&SB Members for the fiscal year ended March 31, 2019 is as follows:
| Category |
Total amount of remuneration
（million yen）
|
Amount of remuneration by category （million yen） |
Number of eligible persons
|
||
|---|---|---|---|---|---|
| Fixed compensation |
Performance-based bonuses
|
Performance-based stock compensation
|
|||
|
Directors
（excluding Outside Directors） |
189 | 103 | 68 | 17 | 6 |
|
A&SB Members
（excluding Outside A&SB Members）
|
36 | 36 | － | － | 2 |
|
Outside Officers
(Outside Directors) (Outside A&SB Members) |
38
（24）
（14）
|
38
（24）
（14）
|
－
（－）
（－）
|
－
（－）
（－）
|
4
（2）
（2）
|
Policy for Training of Directors and A&SB Members
It is the Company’s basic policy to appropriately provide each Director and A&SB Member with such training opportunities as are necessary for them to fulfill their respective roles and responsibilities, regularly or as necessary. Directors and A&SB Members endeavor to acquire, update and deepen necessary knowledge by participating in in-house training or seminars by TSE, lawyers, specialists of various fields and external organizations, etc. Opportunities are also provided for them to deepen knowledge and understanding regarding the business, finance, organizations and other matters of the Group through participating in factory tours and site visits, etc. of the Company and its subsidiaries.
Corporate Governance Report
Evaluation on Effectiveness of the Board of Directors
The Company has conducted an analysis and evaluation of the effectiveness of its Board of Directors based on its Corporate Governance Guidelines since fiscal year 2015, thereby endeavors to strengthen the function of the Board of Directors as a whole.
Adobe Reader
