Board Effectiveness Evaluation Results

GLORY LTD. (the "Company”) has conducted evaluation of the effectiveness of its Board of Directors (the "Board”) for FY2022 in accordance with its Corporate Governance Guidelines.
The Company considers that improving corporate governance through Board effectiveness evaluations is an important management priority in achieving sustainable growth and increasing corporate value over the medium to long term.

1. Evaluation Method

Board evaluation through questionnaires, followed by review and deliberations on the results.

Items covered in the questionnaire
• Board’s deliberations
• Board composition
• Board’s supervision of business execution
• Incident at Glory Service
• Recent major topics
• Administration of the Board meetings
• Nomination Advisory Committee, Compensation Advisory Committee, Audit & Supervisory Committee
• General

2. Evaluation Results

The evaluation has confirmed the effectiveness of the Board and its consistency with the Company’s Corporate Governance Guidelines.

The areas the effectiveness of the Board was confirmed:
• Topics selected to enhance the deliberations of important management issues
• Significant contributions by Outside Directors through quality questions and suggestions
• Diversity of the Board enhanced through the addition of female and non-Japanese Directors and expertise and experience of Directors brought to bear on the Board’s deliberations
• Appropriate proceeding by the Chairperson, facilitating free and open deliberations

The areas requiring improvement:
• Deliberations focused on medium- and long-term strategies
• Enhancement of the functions of the Management Conference, Compliance Committee, Risk Management Committee, Sustainability Committee that support the monitoring function the Board of Directors
• Enhancement of the Glory group’s corporate governance
• Enhancement of the functions of divisions which support the Board of Directors

3. Measures to enhance the Board effectiveness

The Company will develop and implement measures to address the issues listed above.

GLORY LTD. (the "Company”) has conducted evaluation of the effectiveness of its Board of Directors (the "Board”) for FY2020  in accordance with its Corporate Governance Guidelines.
The Company considers this evaluation to be one of the important management efforts in improving its corporate governance, as it moves towards the sustainable growth and the value enhancement of the Company group over the medium to long term.
The summary of the FY2020 evaluation is as follows: 

1. Method of Evaluation

The evaluation was conducted by an independent third-party advisor through individual interviews with each of the Board members. The interviews were based on the questionnaires previously completed by the Board members.

Items covered in the questionnaire
1. Roles and responsibilities of the Board
2. Board composition
3. Administration of the Board meetings
4. Board’s deliberations
5. Nomination Advisory Committee, Compensation Advisory Committee, and Audit & Supervisory Committee
6. Board’s supervision of business execution
7. COVID-19 related matters

2. Results of the Evaluation

The effectiveness of the Board has been confirmed in line with the Company’s Corporate Governance Guidelines, based on the result of the evaluation conducted by the third-party advisor as outlined below.

Overview
The effectiveness of the Board is ensured by the following:
・The Board consists of heads of major divisions, individuals with the experiences of outside management executives, and outside experts.
・The agenda involves a relatively large number of proposals and active discussions on M&A and new businesses that support the Company group’s growth strategies.
・Outside directors contribute significantly to the effectiveness of the Board through quality questions and advises.

Strengths of the Board
・Significant contributions by Outside Directors, which ensures the effectiveness of the Board
・Sufficient time spent on the discussions about M&A and new businesses that support the Company group’s growth strategies, compared to that of other listed Japanese companies

3. Measures to be taken in response to the result of the evaluation

To further improve its corporate governance structure, the Company will:
－Clarify the roles of the Board
－Strengthen the supervisory functions of the Board
－Strengthen the functions of the Audit & Supervisory Committee
－Strengthen the functions of the Nomination Advisory Committee
 

GLORY LTD. (the “Company”) has conducted evaluation of the effectiveness of its Board of Directors (the “Board”) since FY2019 in accordance with its Corporate Governance Guidelines.
The Company considers this evaluation to be one of the important management efforts in improving its corporate governance, as it moves towards the sustainable growth and the value enhancement of the Company group over the medium to long term.

The past four evaluations (FY2015-2018) have confirmed the Board effectiveness, while certain areas required consistent efforts for improvement.

In FY2019, the Board deliberated on its effectiveness and identified the need to enhance its supervisory functions for the Company group’s business management and prompt decision making. As a result, the Company has adopted a “Company with Audit & Supervisory Committee” governance structure* as of June 26, 2020.
*One of the three main forms of organizational structure under the Japanese Companies Act.

The new structure allows for delegation of authority to executives and/or segregating duties between the Board and other meeting body/committees, thus enables the Board to focus more on business strategies .

GLORY LTD. (the "Company”) has conducted evaluations of the effectiveness of its Board of Directors (the "Board”) since FY2018 in accordance with its Corporate Governance Guidelines.
The Company considers this evaluation to be one of the important management efforts in improving its corporate governance, as it moves towards the sustainable growth and the value enhancement of the Company group over the medium to long term.
The past evaluations (FY2015-FY2017) have confirmed the overall effectiveness of the Board and its consistency with its Corporate Governance Guidelines, with certain areas requiring improvement, which have become the focus of the FY2017 and FY2018 evaluations.

1. Evaluation Method

Self-evaluation by each of the Board members through anonymous questionnaires, followed by the Board’s review and deliberations on the results.

2. Evaluation Results

The evaluation has confirmed the effectiveness of the Board and its consistency with the Company’s Corporate Governance Guidelines, as well as efforts and progress in the following areas requiring improvement:
• Focus on strategic themes on agenda
• Time spent for deliberations
• Clarifying the points of deliberations in Board meeting materials
• Use of IT tools (e.g., a paperless multimedia conference system)
• Redefining the roles of the Board and other management conference/committees
• Further delegation of authorities

3. Measures to enhance Board effectiveness

The Company endeavors to facilitate more in-depth deliberations at Board meetings regarding the directions of the Company group’s management/business strategies. In addition, the Company strives to enhance its corporate governance through greater diversity of the Board to accelerate overseas business development and facilitate entries into new business fields.

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.

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.