As of July 1, 2024
He actively made comments at the Audit & Supervisory Board and the Board of Directors based on his extensive track records from his many years of experience as an attorney practicing all areas of corporate law, including M&As, corporate governance, and compliance, and his extensive experience as a specialist in corporate governance. Since July 2023, he also has attended Compensation Committee meetings as an observer and contributed to ensuring the transparency in the nomination process.
During the fiscal year under review, in addition to the above activities, he also participated in audits of divisions in fields of particular focus in relation to his areas of expertise or importance, and provided advice and recommendations. He also actively engaged in discussions at meetings such as periodic meetings with the Chairperson of the Board of Directors, Lead Independent Directors and Representative Directors, governance review meetings, and outside executive meetings and frankly shared his opinions from a professional perspective.
This body reviewed risks and issues in the five areas, namely (1) Directors, (2) Business execution, (3) Subsidiaries, (4) Internal audit, and (5) Accounting audit, and formulated annual activity plans. Outline of audit activities in each of these areas and division of duties of Audit & Supervisory Board Members are as below.Audit activities are mainly carried out by full-time Audit & Supervisory Board Members, and the contents are shared in a timely manner at the Audit & Supervisory Board meetings. Outside Audit & Supervisory Board Members conduct audits with full-time Audit & Supervisory Board Members and make recommendations, taking advantage of their respective expertise and backgrounds, and express their opinions from the independent standpoint.
●: In charge
□: Voluntarily or partly in charge
Domain | Details of main audit activities (★Meeting organized by the Audit & Supervisory Board Members) |
Results | Division of responsibilities | ||
---|---|---|---|---|---|
Full-time Audit & Supervisory Board Members |
Outside Audit & Supervisory Board Members |
||||
(1) Directors |
Attending Board of Directors meetings, monitoring Board of Directors effectiveness improvement measures, and reviewing and following up the agenda items on Board of Directors meetings | 13 times | ● | ● | |
Attending as an observer in the Nomination Committee / Compensation Committee mettings | 8/7 times | ● | |||
Holding liaison meetings with Chairperson of the Board of Directors, Lead Outside Director and Representative Director★ | 1 time | ● | ● | ||
Holding governance review meetings attended by Directors and the Audit & Supervisory Board Members★ | 2 times | ● | ● | ||
Holding Outside Executive Meeting (meeting for exchange of opinions by Outside Directors and Audit & Supervisory Board Members)★ | 2 times | ● | ● | ||
(2) Business execution |
Reviews by Audit & Supervisory Board Members | Business units | All business units | ● | □ |
Group headquarters organizations | 13 organizations | ● | □ | ||
Principal offices and plants | 2 sites | ● | □ | ||
Attending important meetings | Group Management Committee (GMC) / Executive Officer Meeting | 20/9 times | ● | □ | |
Performance review meetings, business unit operation meetings, Internal Control Committee / ESG Committee / Investment Committee meetings and other important meetings | 91 times | ● | □ | ||
Holding information sharing meetings★ | CEO, CFO and CHRO (monthly) | 12 times each | ● | □ | |
Presidents of business units (5 business units) | 2 times each | ● | |||
Group Headquarters functional officers (6 functions) | 1 time each | ● | |||
Risk management department (monthly) | 12 times | ● | |||
Reviewing and confirming important documents (agendas and minutes of important meetings, documents for approval, written agreements, etc.) | Successively | ● | □ | ||
Auditing business reports, supplementary schedules, and financial statements | Term end | ● | ● | ||
(3) Subsidiaries |
Reviews by Audit & Supervisory Board Members | Domestic subsidiaries | 3 companies | ● | □ |
Overseas subsidiaries | 15 companies | ● | |||
Exchanging information with Audit & Supervisory Board Members of subsidiaries★ | Regular meetings with Audit & Supervisory Board Members of Ricoh Japan (every other month) | 5 times | ● | ||
Information exchange meetings with Audit & Supervisory Board Members of Ricoh Industry and PFU | 1 time each | ● | |||
Holding information exchange meetings among Audit & Supervisory Board Members of the Group | 2 times | ● | □ | ||
(4) Internal audit |
Receiving explanation from the internal audit division about the internal audit plan, and reporting the results thereof (quarterly)★ | 4 times | ● | ● | |
Holding regular meetings with the internal audit division (monthly)★ | 12 times | ● | |||
Holding three-way audit meetings (quarterly)★ | 4 times | ● | |||
(5) Accounting audit |
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Information exchange meetings with the Independent Auditor★ (held monthly (except for months in which three-way audit meetings are conducted)) | 8 times | ● | |||
Receiving explanation about audit plan and reports of quarterly review and audit results from the Independent Auditor | 10 times | ● | ● | ||
Evaluating the Independent Auditor | 2 times | ● | ● |
The Audit & Supervisory Board considered anticipated risks in light of changes in both the internal and external environments, in addition to the Company's business activities for the fiscal year under review. As a result, we have established the following audit policy.
With the start of the 21st Mid-Term Management Strategy under the new management structure, including the transition of the CEO, we will monitor and verify the execution status in alignment with the Mid-Term Management Strategy. This includes focusing on the effectiveness and response to challenges in the transformation into a digital services company, efforts to enhance corporate value, and governance changes such as role allocation and delegation of authority.
Through audit activities, including visiting audits, to be conducted during the term, we report identified and recognized issues to the Board of Directors as needed to support swift and effective management responses.
The areas of focus, activities, and achievements for the fiscal year under review are as follows.
For fiscal 2024, we will continue to focus on the effectiveness of various measures and the status of addressing challenges in the transformation into a digital services company. In particular, our audit activities will prioritize initiatives aimed at improving corporate value, such as the impact of “Transformation of Headquarters” on governance and internal control, the impact of “Acceleration of business selection and concentration” and “Optimizing R&D” on growth-oriented activities, the establishment and operational status of management systems, including subsidiaries, related to the “Transformation of Office Printing business structure,” such as the formation of ETRIA CO., LTD., and the progress of growth strategies aimed at “Acceleration of Office Services’ profit growth.”
Audit & Supervisory Board Members, as a statutory independent entity entrusted by the Company's shareholders, are responsible for auditing the Directors' performance of their duties, and ensuring the establishment of systems of good corporate governance to respond to the trust placed in the Company by society.
The Audit and Supervisory Board prepared the Audit Report on the following; (i) Methods and contents of the Audit employed by the Audit and Supervisory Board Members and the Audit and Supervisory Board, and (ii) Audit results. With respect to (i) Methods and contents of the Audit employed by the Audit and Supervisory Board Members and the Audit and Supervisory Board, the Board decided to voluntarily prepare and disclose these Notes, as complementary material to the Audit Report, in order to enhance the effectiveness of the dialogue with stakeholders including shareholders, based on the belief that it is crucial to provide more concrete explanation, to enhance audit transparency.