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.
Glory has adopted a “Company with Audit & Supervisory Committee” as a form of corporate organization to further strengthen the supervisory function of the Board of Directors and increase the efficiency of management decision-making. Decisions on important business execution are flexibly delegated to Directors and an executive officer system is introduced for swift, flexible and efficient business management. Furthermore, we have established committees such as the Nomination Advisory Committee and the Compensation Advisory Committee as consultative bodies for the determination of appointment and remuneration. Glory remains committed to improving the transparency and objectivity of management decision-making by enhancing the supervisory functions of the Board, as well as audit and supervisory functions of the Audit & Supervisory Committee.
Glory’s basic policy on corporate governance is set out in the Corporate Governance Guidelines.
The Company’s Board of Directors is composed of twelve Directors, nine of which are Directors who are not Audit & Supervisory Committee Members and three Directors who are Audit & Supervisory Committee Members, including five 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.
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 established in accordance with the audit policy and the assignment of duties determined by the Audit & Supervisory Committee. This is executed in accordance with the internal control system by utilizing the Internal Audit Department positioned under the direct control of the Audit & Supervisory Committee, and in close cooperation with 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.
Audit & Supervisory Committee and the Company’s accounting auditors work in close collaboration to enhance the efficiency and effectiveness of their respective audits. In addition to the regular meetings held several times each year, they meet on an ad hoc basis, endeavoring to mutually ensure appropriateness and credibility of performance of their duties. This is achieved through such measures as briefing, consultation or inquiries, and confirmation on matters that require special attention, regarding the annual audit plans and site audit plans (including audits of consolidated subsidiaries) prepared at the beginning of each fiscal year.
Further, Audit & Supervisory Committee works in close collaboration with the Internal Audit Department under the direct control of the committee to enhance the efficiency and effectiveness of their respective audits. 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.
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 the chairperson and majority of the members being independent Outside Directors. The chairperson and members 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 | Kaname Kotani | ○ | |||
Director | Akihiro Harada | ○ | |||
Director | Tomoko Fujita | ○ | |||
Outside Director | Joji Iki | ○ | ◎ | ○ | |
Outside Director | Junji Uchida | ○ | ○ | ◎ | |
Outside Director
|
Ian Jordan
|
○
|
|
|
|
Director (Audit & Supervisory Committee Member) |
Toru Fujita | ○ | ◎ | ||
Outside Director (Audit & Supervisory Committee Member) |
Satoshi Hamada | ○ | ○ | ||
Outside Director (Audit & Supervisory Committee Member) |
Keiichi Kato | ○ | ○ |
Remuneration for Directors is designed in such a manner that values can be shared with the shareholders and the level is appropriate for their duties, with due consideration given to incentives for continued improvement of corporate performance as well as to securing talented human resources.
In order to ensure transparency and objectivity regarding the remuneration for Directors, as remuneration for Directors who are not Audit & Supervisory Committee Members, the total amount of monthly "fixed compensation" and "bonuses" are determined by resolution of the Board of Directors, in line with a review by the Compensation Advisory Committee and within the ranges approved by a general meeting of shareholders, and the authority for the determination of individual amount is delegated to President in order to enable timely decision-making regarding remuneration. When such delegation is accepted, President shall make a decision based on the content confirmed by the Compensation Advisory Committee.
As to the "stock compensation," a certain number of shares of the Company are allotted according to the number of points calculated in accordance with the Share Distribution Regulations, which are confirmed by the Compensation Advisory Committee and determined by the Board of Directors.
Remuneration for Directors who are Audit & Supervisory Committee Members is determined by consultation among the Audit & Supervisory Committee Members in line with a review by the Compensation Advisory Committee and within the ranges approved by a general meeting of shareholders.
The remuneration for Directors for the fiscal year ended March 31, 2022 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 who are not Audit & Supervisory Committee Members
(including Outside Directors) |
224 (24) |
141 (24) |
63 (-) |
20 (-) |
9 (2) |
Directors who are Audit & Supervisory Committee Members
(including Outside Directors)
|
37 (16) |
37 (16) |
- | - | 3 (2) |
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.
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.