Glory Ltd. TSE:6457

Glory : Corporate Governance Guidelines amended

Published

Source: MarketScreener

(TRANSLATION FOR REFERENCE ONLY)



Corporate Governance Guidelines

May 15, 2026



The numbers in brackets [ ] in these Guidelines correspond to the numbers of the relevant principles in the Corporate Governance Code established by the Tokyo Stock Exchange.

(TRANSLATION FOR REFERENCE ONLY)

  1. General provisions
    1. Purpose of establishing these Guidelines

      1. GLORY LTD. ("GLORY" or the "Company") hereby sets out in these Guidelines its basic views and policies in relation to corporate governance in order for GLORY and its subsidiaries (collectively, the "Group") to realize its corporate philosophy through business operations and contribute to sustainable growth and increased corporate value over the mid- to long-term. [3.1(ii)]

      2. GLORY has established its "Corporate Philosophy," "Our Values," and "Corporate Action Guidelines," to be observed by the directors, executive officers and employees of the Group. [2.1, 2.2, 3.1(i)]

      Corporate Philosophy

      Building a more secure world through global collaboration and commitment to excellence.

      Our Values Customer Delight

      We put our customers first.

      Integrity

      We do the right thing, always.

      Innovation:

      We embrace new challenges and shape the future.

      Speed

      We move fast, that is how we stay ahead.

      Diversity & Respect

      We value the strength in our differences.

      Teamwork

      We succeed together.

      Corporate Action Guidelines Business continuity, securing profit and profit redistribution

      We will maintain profit stability by developing businesses based on the corporate philosophy and contribute towards building a sustainable society.

      Quality, safety and customer satisfaction

      We will provide products and services that build customer confidence and satisfaction in a timely manner.

      Information management

      We will protect information such as personal data and Company information.

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      Respect for individuals, talent development and workplace safety

      We will respect the diversity, personality, and individuality of each employee and strive to create a safe, enriching, and pleasant work environment.

      Implementation initiative and publicity

      Under the strong leadership of the management, we will disseminate the Corporate Action Guidelines within the Company and to our business partners to achieve our goals.

      Legal compliance, fair competition and prevention of anti-social forces

      We will comply with all relevant laws and regulations, respect social ethical standards, and engage in transparent and fair business activities, and we will not have relationships with anti-social forces.

      Information disclosure and communication and cooperation with stakeholders

      We will continue to communicate with stakeholders and strive for appropriate information disclosure.

      Contribution to society

      We will harmonize and advance the interests of the Company and society and will actively participate in social action programs as a "good corporate citizen."

      Environmental protection

      We will contribute to realizing sustainable society by engaging in earth-friendly activities and providing environmentally friendly products and services.

      International cooperation

      We will engage in business activities in an internationally harmonized manner from a global perspective. We will respect the cultures and customs of the countries and regions where we conduct our business.

      Risk management

      We will strive to prevent and avoid business risks and to reduce disaster loss. We will also strive to ensure the security of stakeholders.

    2. Our basic view on corporate governance

    1. The following is the "Basic Policy on Corporate Governance" of the Group. [3.1(ii)]

      Based on our "Corporate Philosophy," which embodies our determination to achieve growth as a sustainable enterprise by contributing to a prosperous society through our uncompromising approach to product development, the Group aims to improve its corporate value by striving to exist in harmony with society and earn the trust and support of all stakeholders. To this end, we will strive to improve corporate governance by strengthening supervisory and executive functions of management, ensuring expedited, transparent and objective decision-making, and enhancing compliance management, thereby further improving corporate value.

    2. Status of understanding of and compliance with the policy set out in the preceding paragraph will be checked by the Board of Directors on a regular basis. [2.2, 2.2.1]

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  2. Securing the rights and equal treatment of shareholders
  1. Securing the rights and equal treatment of shareholders

    GLORY will take appropriate measures to secure the rights of all shareholders (including minority shareholders and foreign shareholders) equally according to the number of shares they hold. [1, 1.1.3]

  2. General Meetings of Shareholders [1.2]

    1. GLORY recognizes that the general meeting of shareholders ("Shareholders Meeting") is the supreme decision-making body of the Company consisting of shareholders with voting rights, and is a venue for constructive dialogue with shareholders. GLORY will operate Shareholders Meetings lawfully and take appropriate measures to ensure that shareholder rights are properly exercised at these meetings. [1, 1.2]

    2. GLORY will set an appropriate time, date, and place for Shareholders Meetings, taking into consideration the time needed for shareholders to review resolution proposals, the external accounting auditor's auditing schedule, and other related factors. [1.1, 1.2.3, 3.2.2]

    3. GLORY will take the following measures to allow all shareholders to adequately consider resolution proposals and properly exercise their voting rights:

      1. GLORY will endeavor to provide necessary information for shareholders to adequately consider resolution proposals for Shareholders Meetings and properly exercise their voting rights, and will strive to promote a better understanding of such information by using easy-to-understand explanations or graphs. [1.2.1]

      2. GLORY will send convocation notices for Shareholders Meetings around three weeks before the date of Shareholders Meetings. Prior to the day the notices are sent, GLORY will disclose in electromagnetic form the information to be included in the notices (including English translations) through the stock exchange, GLORY's website and the Electronic Voting Platform. [1.2.2, 1.2.4, 3.1.2]

    4. If beneficial shareholders who hold shares in the name of a trust bank or the like express in advance their desire to exercise voting rights themselves instead of through the nominee shareholder at Shareholders Meetings, GLORY will discuss and consider the matter with trust bank, etc. [1.2.5]

    5. Voting results for resolution proposed at Shareholders Meetings will be analyzed by the Board of Directors and dialogue with shareholders will be conducted, as necessary. [1.1.1]

  3. Basic view regarding capital policy, etc.

Because our capital policy may have a significant effect on shareholder interest, GLORY will handle each issue according to the following policies:

  1. Capital policy

    1. GLORY will promote more efficient management of the Company with ROE (Return on Equity), ROIC (Return on Invested Capital), and ROA (Return on Asset) as management benchmarks. [1.3]

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