Audit and Supervisory Board

As of July 1, 2024

Audit & Supervisory Board Member (Internal)

Shinji SatoDate of birth: May 2, 1960
Meeting attendance during FY2023
Board of Directors meetings:
13/13 (100%)
Audit & Supervisory Board meetings:
14/14 (100%)
Brief personal profile
Apr 1983
Joined MITSUI & CO., LTD.
May 2010
President and Representative Director of Mitsui & Co. Financial Management, Ltd.
Apr 2012
Chief Financial Officer of Asia Pacific Business Unit of MITSUI & CO., LTD.
Senior Vice President of Mitsui & Co. (Asia Pacific) Pte. Ltd.
Apr 2015
Internal Auditor of Internal Auditing Division of MITSUI & CO., LTD.
Dec 2017
Joined the Company Adviser
Apr 2018
Corporate Vice President in charge of finance
General Manager of Finance and Legal Division
President of Ricoh Americas Holdings, Inc.
Jun 2019
Director of RICOH LEASING COMPANY, LTD.
Apr 2020
General Manager of Finance Division
Apr 2021
General Manager of Financial and Accounting Center
Jun 2021
Audit & Supervisory Board Member (Current)
NewKazuo NishinomiyaDate of birth: August 22, 1960
Brief personal profile
Mar 1983
Joined the Company
Oct 2004
General Manager of Production Planning Office of Production Oversight Center of Imaging Production Division
Jan 2007
Director and President of RICOH INDUSTRIE FRANCE S.A.S.
Feb 2010
Deputy President of PC Unit Products Company
Apr 2010
President of PC Unit Products Company
Apr 2011
Corporate Vice President
Apr 2014
General Manager of Global Procurement Division
Apr 2015
Corporate Senior Vice President
Apr 2017
Deputy General Manager of Production Division
Apr 2018
General Manager of Production Division
General Manager of Chemical Technology & Products Division
Apr 2021
Corporate Officer
General Manager of Professional Services Division
Apr 2024
Advisor
Jun 2024
Audit & Supervisory Board Member (Current)

Audit & Supervisory Board Member (Outside)

Yo OtaDate of birth: October 3, 1967
Major activities

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.

Meeting attendance during FY2023
Board of Directors meetings:
13/13 (100%)
Audit & Supervisory Board meetings:
14/14 (100%)
Nomination Committee meetings*:
7/7 (100%)
  • *
    As an observer
Brief personal profile
Apr 2001
A member of staff of Civil Affairs Bureau of The Ministry of Justice (Japanese Commercial Code Group of Counsellor's Office)
Jan 2003
Partner of Nishimura & Asahi (Currently Nishimura & Asahi (Gaikokuho Kyodo Jigyo)) (Current)
Jun 2005
Outside Auditor of Culture Convenience Club Co., Ltd.
Jun 2005
Outside Director of Denki Kogyo Co., Ltd.
May 2012
Director of the Japan Association of Corporate Directors (Current)
Apr 2013
Professor of Graduate Schools for Law and Politics of the University of Tokyo
Jun 2013
Councilor of LOTTE Foundation (Current)
Jul 2014
Vice Chairman of Corporate Governance Committee of the Japan Association of Corporate Directors (Current)
Jun 2016
Outside Director of Nippon Kayaku Co., Ltd. (Current)
Jun 2017
Outside Audit & Supervisory Board Member (Current)
NewKunimasa SuzukiDate of birth: August 7, 1960
Brief personal profile
Apr 1984
Joined Sony Corporation (Currently Sony Group Corporation)
Mar 1994
CEO of Sony Argentina S.A
Jan 2006
Deputy General Manager of VAIO Business Division of Sony Corporation
Apr 2008
EVP (executive vice-president) of Sony Electronics Inc. (USA)
Apr 2009
Senior Vice President of Sony Corporation
Deputy President of Sony Computer Entertainment Inc. and General Manager of VAIO Business Division of Sony Corporation
Apr 2012
Corporate Executive Officer and EVP of Sony Corporation
Apr 2014
EVP of Sony Entertainment Inc. (USA)
Nov 2018
Representative Director and President of Intel K.K.
Oct 2021
Advisor of Scrum Ventures LLC (Current)
Jun 2023
Outside Director of JTB Corp. (Current)
Director of Japan Volleyball Association (Current)
Jun 2024
Representative Director and Chairman of Intel K.K. (Current)
Audit & Supervisory Board Member (Current)
NewToshihiro OtsukaDate of birth: December 2, 1960
Brief personal profile
Oct 1987
Joined Minato Audit Corp. (Currently KPMG Japan)
Mar 1991
Registered as a Certified Public Accountant (Current)
Jul 1991
Secondment to KPMG LLP (UK)
Jul 2003
Representative Partner (Currently Partner) of KPMG AZSA & Co. (Currently KPMG AZSA LLC)
Nov 2015
Board Member of KPMG AZSA LLC
Jul 2017
Senior Executive Board Member of KPMG AZSA LLC (in charge of HR, Corporate Governance CoE, Integrated Reporting CoE, and Sports Business CoE)
Jul 2019
Senior Executive Board Member of KPMG AZSA LLC (Audit COO, Head of the Tokyo Office, CFO)
Jul 2021
Senior Executive Board Member of KPMG AZSA LLC (in charge of Quality, and Risk Management)
National Head of Audit of KPMG Japan
Jul 2023
Partner and Head of Research Department of KPMG AZSA LLC
Jun 2024
Audit & Supervisory Board Member (Current)

Outline of audit activities for fiscal 2023

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
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

Areas of focus and actions for fiscal 2023

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.

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.

Area of focus: (i) Measures and execution for the transformation into a digital services company

Confirmation of decision-making processes for various measures and strategies, as well as the management and supervision status after decisions are made

  • We attended each business unit's operation meetings, performance review meetings, etc., conducted reviews, and held information sharing meetings with the head of each division to confirm the progress of various measures and strategies aimed at transforming into a digital services company as well as the alignment of each organization's policies and strategies with the 21st Mid-Term Management Strategy.
  • We confirmed and exchanged opinions on the governance structure and various preparatory activities for ETRIA CO., LTD., which is scheduled to be formed next fiscal year.

Confirmation of issues and responses in the Ricoh-style job-based personnel system

  • We conducted reviews of the HR department in the Group headquarters organizations and the HR functional organization in each business unit to confirm their collaboration status as well as issues and responses in the Ricoh-style job-based personnel system.
  • Along with reviews, we conducted roundtable discussions with employees in six Group headquarters organizations and four subsidiaries to exchange opinions about understanding and perceptions of the system, as well as workplace conditions.

Confirmation of governance status of functions affected by the transition to business unit structure

  • In addition to reviewing HR functions, we also conducted reviews on general affairs and legal functions of Group headquarters management organization and each business unit's functional departments to confirm their collaboration status and role distribution.

Area of focus: (ii) Governance under the new management structure

Confirmation of effects of changes in governance under the new management structure

  • We confirmed the role, authority, and structure establishment status of the relevant organizations, as well as concerns arising from the new management structure through reviews and information sharing meetings with the head of each division.
  • We shared concerns discussed in the Outside Executive Meeting, such as the dual roles of the CEO and the areas of responsibility for officers under the new management structure, during regular meetings with the CEO and CFO.

Confirmation of business units' autonomous internal control, risk management, and subsidiary management systems

  • We conducted reviews of 18 subsidiaries and each business unit to confirm the establishment status of their internal control systems, the status of management by Supervising Organizations, and their cooperation.
  • During the reviews of overseas subsidiaries, we held meetings with local accounting auditors to confirm the audit status and issues.

Area of focus: (iii) Initiatives towards to enhance Corporate Value

Confirmation of progress in the Corporate Value Improvement Project

  • During roundtable discussions with employees, we verified their understanding and perception of the messages from the CEO regarding initiatives to enhance corporate value. The results were then fed back to the management team.
  • To realize corporate value improvement, we verified the progress of deliberations by attending important meetings, including the Project. We requested opportunities for pre-briefings to the Board of Directors and the Audit & Supervisory Board. Full-time Audit & Supervisory Board Members regularly attended progress report meetings, and monitored reactions after public announcements and the progress of measures.
  • By attending business portfolio management meetings, we verified the content and progress of strategies.

Initiatives for fiscal 2024

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.”

Notes on the Audit Performance

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.

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