Governance
Corporate Governance
Corporate governance system
The Ricoh Group’s corporate governance system is designed to ensure transparent management underpinned by strong business ethics and legal compliance; to increase competitiveness in the market; and ultimately to achieve sustainable growth and increased group-wide enterprise value. We have identified four key stakeholder groups; customers, shareholders, employees, and society—and defined respective policies to address each of these groups. We have a corporate auditor system in place to strengthen our board of directors, and an executive officer system, to intensify our management oversight and business execution. By appointing some of our directors from outside the company, we maintain transparent management.
(1) Board of directors
To ensure mutual oversight and fair, well-balanced decision-making among board members and further improve management transparency, the board of directors consists of outside directors and inside directors holding same level positions. Appointments and compensation of directors and executive officers are reviewed and verified by the Nomination and Compensation Committee, a unique permanent organ consisting of the outside directors and some inside directors.
(2) Executive function for group-wide management
To ensure that the best possible decisions on group-wide management are made and reviewed from a holistic viewpoint and in a timely manner, the Group Management Committee (GMC), consisting of executive officers with special qualifications, was established as a decision-making body empowered by the board of directors to undertake the management of the group. The authority to execute business has been provided to the respective business execution departments in order to expedite decision-making and clarify the role of each department.
(3) Auditing
In cooperation with the Internal Management & Control Division— Ricoh’s internal auditing division—and other organizations within the company, our auditors review and assess, in a fair and objective manner, the status of each business execution department and subsidiary to ensure the legal compliance and adequacy of business operations executed, and, in addition, offer advice and recommendations for improvement.
| Directors | Auditors | ||
| Headcount | 11 | 5 | |
| Number of outside members | 2 | 2 | |
| Female members | 0 | 0 | |
| Remuneration | 459 million yen | 70 million yen | |
Senior management (as of June 2009)
Internal control
To further strengthen internal control, an Internal Control Committee has been organized within the GMC. In addition, the Internal Management & Control Division, an organization that reports directly to the President, takes charge of administering and promoting compliance, risk management, and internal audits, as well as supervising internal control.
Risk Management and Compliance
Risk Management
Total Risk Management (TRM)
The Ricoh Group Total Risk Management (TRM) Basic Regulation, provides a framework for TRM for the entire group, and the Crisis Management Policy, ensures full and complete reporting to management and seeks to prevent the escalation of risks as they arise. In fiscal 2010, we identified 49 risks that could affect our business and conducted TRM audits to assess how these identified risks are controlled and managed at the Group’s 71 departments and divisions.
Business Continuity Plans (BCP)
Business Continuity Plans (BCP) for providing maintenance services and supplies in the event of an earthquake either centered on Tokyo or affecting the greater Tokai region have been formulated. We have also created a basic plan for dealing with outbreaks of new types of flu, identified the areas of business that must be maintained should such a new flu spread, and formulated BCPs for doing so.
Compliance
Compliance with laws, regulations and corporate ethics
To deepen employees’ understanding of the Ricoh Group Code of Conduct, localized education is provided via e-learning programs, the Intranet, and handbooks to employees in Japan and each overseas region on an ongoing basis. The extent of employee understanding of the code is measured as part of internal audits conducted across the Group.
Whistle-blowing system
As part of Ricoh’s whistle-blowing system, a “Hot Line” system was established as a contact point for employees wishing to seek counsel.
