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 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 Framework

Corporate Governance Guidelines

 

Outline of Main Organs

Directors and Board of Directors

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.

Audit & Supervisory Board Members and Audit & Supervisory Board

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.

Board of Directors and Audit & Supervisory Board Meetings Held for the year ended March 2019
  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
Cooperation among A&SB Members, Accounting Auditors and Internal Audit Departments

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.

Management Conference

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.

Nomination Advisory Committee and Compensation Advisory Committee

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.

 -Nomination Advisory Committee

Chairperson: Joji Iki (Outside Director)

Other Members : Junji Uchida (Outside Director)
                            Hirokazu Onoe (Chairman of the Board & Representative Director)
                            Motozumi Miwa (President &Representative Director)

 -Compensation Advisory Committee

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.

Procedures for Determining Remuneration

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:

・Total amount of remuneration for Directors is determined by resolution of the Board of Directors in line with a
   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.
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.
Amount of Remuneration for Directors and A&SB Members

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)
(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 2019.

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.

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