About GLORY

Corporate Governance

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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 adopted the system of a “Company with Audit & Supervisory Committee” on June, 2020, in order to further promote the strengthening of supervisory function of the Board of Directors and acceleration and efficiency of its decision-making regarding the management. Further, decisions on important business execution are flexibly delegated to Directors and an executive officer system is introduced to aim for increase of the speed and efficiency of business management. In addition, the Company is working to improve the transparency and objectivity of decision making with regard to important matters of management by enhancing both the supervisory functions of the Board of Directors, which includes four Outside Directors, and the audit and supervisory functions of the Audit & Supervisory Committee as well as by establishing committees such as the Nomination Advisory Committee and Compensation Advisory Committee.

Glory’s basic policy on corporate governance is set out in the Corporate Governance Guidelines.

Corporate Governance Framework

Corporate Governance Guidelines

 

Outline of Main Organs

Directors and Board of Directors

The Company’s Board of Directors is composed of eleven Directors, eight of which are Directors who are not Audit & Supervisory Committee Members and three Directors who are Audit & Supervisory Committee Members, including four independent Outside Directors. The Board decides the important business policies of the Company and the Group, supervises business execution, and receives reports on the status of business execution. Further, in order to expedite decision-making, decisions on important business execution are flexibly delegated to the Directors, thereby enabling expedited and flexible decision-making.

Audit & Supervisory Committee

The Company’s Audit & Supervisory Committee is composed of three Directors who are Audit & Supervisory Committee Members, including two independent Outside Directors. Audit & Supervisory Committee conducts 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 Committee by utilizing the internal control system and close cooperation with Internal Audit Department and the accounting auditor. Based on these audits, at the Audit & Supervisor Committee, they share information regarding the status of implementation and results of the audits and exchange opinions.

Cooperation among Audit & Supervisory Committee, Accounting Auditors and Internal Audit Departments

Audit & Supervisory Committee 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, Audit & Supervisory Committee and the Internal Audit Department of the Company mutually work in close collaboration to enhance the efficiency and effectiveness of their respective audit operations. Audit & Supervisory Committee 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, Audit & Supervisory Committee 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 Audit & Supervisory Committee Members and the Internal Audit Department personnel.

Nomination Advisory Committee and Compensation Advisory Committee

In order to ensure transparency and objectivity in appointing Directors and Executive Officers, 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 and chairperson of each such committee are appointed by the Board of Directors.

<Members of main organs> 

Title Name Board of Directors
Audit & Supervisory Committee
Nomination Advisory Committee Compensation Advisory Committee
 Chairman of the Board & Representative Director Hirokazu Onoe  
President &
Representative Director
Motozumi Miwa  
Director Hideo Onoe      
Director Shigetoshi Mabuchi      
Director Kaname Kotani      
Director Akihiro Harada      
Outside Director Joji Iki  
Outside Director
Junji Uchida
 
Director
(Audit & Supervisory Committee Member)
Toru Fujita    
Outside Director
(Audit & Supervisory Committee Member)
Satoshi Hamada    
Outside Director
(Audit & Supervisory Committee Member)
Keiichi Kato    

 "◎" in the above table shows chairperson of each committee.


Remuneration for Directors

Basic Policy on Remuneration

Remuneration for Directors 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.

Procedures for Determining Remuneration

In order to secure transparency and objectivity, remuneration for Directors who are not Audit & Supervisory Committee Members and Directors who are Audit & Supervisory Committee Members are determined by resolution of the Board of Directors or by consultation among the Audit & Supervisory Committee Members, respectively, in line with a review by the Compensation Advisory Committee and within the ranges approved by the general meeting of shareholders.

Structure of Remuneration
・Remuneration consists of fixed compensation, short-term performance-based bonuses and medium-term
   performance-based stock compensation.
・Fixed compensation is determined in accordance with the position and responsibilities of the person concerned.
・The target indicators for Bonuses are consolidated net sales and operating income from among the performance
   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.
・The target indicators for Stock Compensation are consolidated ROE and the operating margin from among the
   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.
・Remuneration for Directors who are Audit & Supervisory Committee Members and Outside Directors who are not
   Audit & Supervisory Committee Members consist only of fixed compensation.
 
Amount of Remuneration for Directors and Audit & Supervisory Board Members

The remuneration for Directors and Audit & Supervisory Board Members ("A&SB Members") for the fiscal year ended March 31, 2020 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)
192 108 73 11 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)
(-)
(-)
(-)
(-)
6
(3)
(3)
(Notes)
1. The amounts paid to Directors do not include employee salary portions for Directors who have concurrent responsibilities as employees.
2. The amount of stock compensation is reserved as a provision for performance-based stock compensation for the year ended March 2020.

Policy for Training of Directors

It is the Company’s basic policy to appropriately provide each Director with such training opportunities as are necessary for them to fulfill their respective roles and responsibilities, regularly or as necessary. Directors 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 Outside Directors 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 annual 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.

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