- The Ricoh Group has introduced a corporate audit system.
- The Board of Directors is responsible for management oversight and important decisionmaking concerning Group management. By appointing highly independent outside directors, the Group ensures greater transparency in its management and decision-making.
- Two of the Board's 10 directors are outside directors — part of an effort to incorporate various views and opinions and to eliminate arbitrary decision-making in management.
- To ensure a clear separation between management oversight and business execution, internal regulations stipulate that the chairman of the company — who in principle is not involved in the management of the business — serves as the chair of the Board of Directors.
- Audit and Supervisory Board Members hold discussions to determine audit and supervising policies and the assignment of duties, and monitor corporate management.
- Audit and Supervisory Board Members attend all important meetings, including but not limited to Board meetings, and exchange information regularly with the representative directors.
- The Audit and Supervisory Board Members Office, with designated support staff, has been established to ensure that the corporate auditors can work effectively.
- Under the executive officer system, the authority to carry out business has been assigned to respective functional departments so as to expedite decision-making and clarify the roles of each department.
Board of Directors / Audit and Supervisory Board Members
|Max.no.of directors||Current no. of executives||Term|
|Board of dlrectors||15||10, Including
2 outside directors
|Audit and Supervisory Board Members||5||4, Including
2 outside auditors
- *As of June 21, 2013
Group Management Committee
The Group Management Committee (GMC) consists of executive officers and is a decision-making body empowered by the Board of Directors. The GMC facilitates deliberations and renders decisions on the Group's overall management from the perspective of total optimization.
Nomination and Compensation Committee
The Nomination and Compensation Committee — a unique permanent organ consisting of two outside directors and three internal directors — plans the appointment/dismissal policy of directors and executive officers as well as their compensation packages.
The Internal Management & Control Division, which is in charge of internal auditing, objectively reviews and assesses the status of business execution by respective business divisions according to clearly defined rules to ensure legal compliance and adequacy of execution practices. It also provides advice and recommendations for improvement. The results are regularly reported to the GMC's Internal Control Committee.
Ricoh has formulated a set of guidelines called the "Policy and Procedures for Prior Approvals for Audit and Non-audit Services." In accordance with these guidelines, advance approval must be obtained from the audit and supervisory board members concerning the details of and fees for auditing contracts.
In its pursuit of increased shareholder value, the Ricoh Group employs executive compensation as an effective incentive to achieve a sustainable increase in corporate earnings over the medium and long term.
The base salary of Board directors consists of remuneration related to management oversight, remuneration reflecting the importance of individual roles and responsibilities, remuneration for the purpose of purchasing treasury stocks (except for outside directors), and variable remuneration linked to stock price performance during the relevant fiscal year. The Ricoh Group has been strengthening incentives for executives to increase shareholder value over the long term by allocating a portion of remuneration for stock repurchase so that executives will have a common interest with shareholders.
The amount of bonuses paid to directors is based on the attainment of key performance indicators — such as sales, operating income and ROA — that pertain to shareholder value and the company's competitiveness. Proposed bonuses for the Board of Directors are brought before the general shareholders meeting for approval.
Compensation paid to the Audit and Supervisory Board Members is comprised solely of remuneration for their auditing duties.
|Audit and Supervisory Board Members||4||76||—||76|
|Outside Audit and Supervisory Board Members||2||14||—||14|
- *For the year from April 1, 2012 to March 31, 2013
Compensation for external accounting auditors
Ricoh verifies the appropriateness of time spent on auditing together with audit firms and certified public accountants (CPA), taking into consideration the scale and characteristics of our businesses to determine final compensation for auditing services.
Compensation for auditing by external accounting auditors
|Compensation for audliting services||1,028|
|Compensation for non-audliting services||112|
- *For the year from April 1,2012 to March 31,2013
The Ricoh Institute of Sustainability and Business has two think tank functions: to anticipate future socioeconomic trends and gauge their potential impact on corporate management; and to raise issues and offer advice to the top management of Ricoh based on its research.
The Institute enables Ricoh to gain an accurate understanding of structural transformations taking place in society and the economy that underlie ongoing changes to the business environment. At the same time, the Institute conducts independent analyses of Ricoh’s specific business conditions and explores issues reflected in medium- and long-term management strategies. The latter includes objectives for corporate contributions to the resolution of universal problems such as global warming, how the company should respond to global competition, and the search for a new growth model. Through this cycle of research tied to corporate initiatives, we seek to sharpen our competitive edge while gaining further trust from the international community.
Interacting with shareholders and investors
[General meeting of shareholders]
We review and revise our notifications of shareholder meetings and other materials as necessary to improve shareholder understanding of our business activities. We introduced the online Electronic Proxy Voting system to make voting more convenient for shareholders. We also hold a social gathering for executives and shareholders after each general shareholders meeting.
[Various explanatory meetings]
Our CEO regularly holds meetings to explain Ricoh's mid-term management strategy and the progress of its implementation to investors. We also hold meetings to explain our quarterly financial results in detail.
[IR site expansion]
Materials related to general meetings of shareholders, investor meetings and financial announcements are uploaded as they become available on our Investor Relations site for the benefit of shareholders and investors unable to attend related events. Ricoh's Investor Relations site was awarded the Internet IR Best Company Award by Daiwa Investor Relations Co., Ltd. in Japan in 2012.
[Communicating with shareholders and investors]
Ricoh organizes various events for shareholders, including social gatherings,tours of our business offices and explanatory m eetings to introduce the company's cultural and sports activities. (These kinds of events were held six times in fiscal 2013.) We also hold meetings with over 400 worldwide institutional investor firms annually.