The Ricoh Group established The RICOH Way as a set of guiding principles and values that serves as the foundation for all our business activities. Abiding by these principles in corporate ethics and compliance and maintaining transparency in management, we continuously strive to improve our governance, and in doing so ultimately enhance our corporate value.
We strongly believe that responsible global citizenship calls for a corporate culture that embraces a sense of mission to meet the expectations of diverse stakeholders—a culture that is committed to operating under the highest ethical standards in line with the expectations of society as a whole.
Based on this belief, we advance the operations of the entire Group under The RICOH Way, strengthening our governance and ceaselessly promoting a culture of integrity while working toward sustainable corporate growth.
The Ricoh Group has also introduced a corporate audit system, in which audit and supervisory board members strengthen the effectiveness of audits and the monitoring of top management, while the Board of Directors, including outside directors, maintains strict oversight over the decision-making process to make sure it is always transparent and fair. Furthermore, by expanding the executive officer system, the segregating of duties between oversight and business execution is clarified, resulting in speedier decision-making.
The Group has also implemented an integrated risk management system for both business opportunities and business execution, and it follows internal control procedures to achieve the success of our corporate strategies and business targets.
Toward sustainable growth and the further enhancement of corporate value, the Company made revisions to its governance system effective from April 2016.
The operating climate is changing rapidly in many respects. For example, the evolution of network technologies is diversifying customers’ office environments, lifestyles, and value requirements. The accompanying challenges present new business opportunities on which Ricoh seeks to capitalize in order to generate new growth.
Companies are deploying the Stewardship Code and Corporate Governance Code, as the perspectives of shareholders and other stakeholders are more important than ever.
Ricoh is addressing such changes by building a governance system that balances growth and defensive elements and is commensurate with its business activities.
Reform of Corporate Governance System
Board of Directors and Audit and Supervisory Board
(As of June 17, 2016)
As part of the strengthening of management oversight functions by the Board of Directors, "Nomination Committee" which is chaired by Non-executive Director, with the majority members being Outside Directors and "Compensation Committee" which is chaired by Outside Director, with the majority members being Outside Directors are established to ensure transparency and objectivity of nomination, dismissal and compensation of Directors and executive officers, etc.
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.
The Internal Management and 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.
The following summarizes the results of a meeting between Ricoh’s Board of Directors and Audit & Supervisory Board Members held on May 20, 2016, to evaluate the effectiveness of the Board of Directors.
The Company reviewed its corporate governance structure in fiscal 2015 (April 1, 2015 through March 31, 2016) to find ways of driving sustainable growth and further enhancing corporate value. So that the Board of Directors can appropriately fulfill its roles and responsibilities under the new structure deployed in fiscal 2016, the Directors and Audit & Supervisory Board Members conducted self-evaluations of its effectiveness.
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 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 directors are brought before the general shareholders meeting for approval.
Compensation paid to the Audit and Supervisory Board members is composed solely of remuneration for their auditing duties.
Executive compensation for fiscal 2016
|Category||Number of persons||Total amount of compensation, etc.
(Millions of Yen)
|Total amount of each type
(Millions of Yen)
|Directors(excluding Outside Directors)||7||479||356||122|
|Audit & Supervisory Board Members
(excluding Outside Audit & Supervisory Board Members)
|Outside Directors and Audit & Supervisory Board Members||5||59||59||-|
|Outside Audit & Supervisory Board Members||2||16||16||-|
[Compensation for external accounting auditors]
Ricoh verifies the appropriateness of time spent on auditing together with audit firms and certified public accountants (CPAs), taking into consideration the scale and characteristics of our businesses to determine final compensation for auditing services.
Compensation for auditing by external accounting auditors for fiscal 2016
|Category||Fiscal year ended March 31, 2016|
|Fees for audit services
(Millions of Yen)
|Fees for non-audit services
(Millions of Yen)
|Ricoh Company Ltd.||207||-|
Fees for audit services and non-audit services paid the Company and its subsidiary to KPMG, which belongs to the same network as the Company's accounting auditor, were \1,364 milliion and \213 million respectively.