As of June 24, 2025
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. He also attended Compensation Committee meetings from April to June 2024 and has attended Nomination Committee meetings since July 2024 as an observer and contributed to ensuring the transparency in the nomination and compensation processes. In fiscal 2024, 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 governance review meetings, Outside Executive Meetings, and exchanging opinions with Representative Director, and frankly shared his opinions from a professional perspective.
He actively made comments at the Audit & Supervisory Board and the Board of Directors from an objective perspective based on a high level of know-how in global management, deep insight into the digital sector, and his extensive experience in both manufacturing and service industries gained while serving in important positions at Sony Corporation and Intel K.K. In fiscal 2024, in addition to the above activities, he actively engaged in discussions at meetings such as governance review meetings, Outside Executive Meetings, and exchanging opinions with Representative Director, and frankly shared his opinions from a professional perspective.
He actively made in-depth advice in the areas of corporate governance as well as accounting audit at the Audit & Supervisory Board and the Board of Directors based on his experience as a certified public accountant and in important positions at KPMG AZSA LLC, from a global perspective. He also has attended Compensation Committee meetings since July 2024 as an observer and contributed to ensuring the transparency in the compensation process. In fiscal 2024, in addition to the above activities, he participated in a number of audits of business units and group headquarters. He was particularly active in asking questions of and communicating with the Independent Auditor, when receiving reports from them. He also actively engaged in discussions at meetings such as governance review meetings, Outside Executive Meetings, and exchanging opinions with Representative Director, 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. Information obtained and issues identified through audit activities are provided as feedback to management through information sharing meetings, etc., to promote actions for improvement.
●: 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 | 16 times | ● | ● | |
| Reporting on audit policy and plan/audit activities at Board of Directors meetings | 4 times | ● | ● | ||
| Attending as an observer in the Nomination Committee / Compensation Committee mettings | 8/9 times | ● | |||
| Exchanging opinion with Representative Director★ | 2 times | ● | ● | ||
| 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 | 5 business units | ● | □ |
| Group headquarters functional organizations | 14 organizations | ● | □ | ||
| Principal offices and plants | 1 sites | ● | |||
| Themes (Intellectual property and procurement functions) | 2 themes | ● | |||
| Attending important meetings | Group Management Committee (GMC) | 24 times | ● | □ | |
| Executive Officer Meeting | 14 times | ● | □ | ||
| Regular meetings of the Corporate Value Improvement Project | 20 times | ● | |||
| Business plan review meetings | 2 times | ● | □ | ||
| Business portfolio management meetings | 2 times | ● | |||
| Business unit management meetings (5 business units) | 41 times | ● | |||
| Internal Control Committee / Information Security Committee meetings | 10 times | ● | □ | ||
| ESG Committee / Investment Committee / Disclosure Committee meetings and other important meetings | 26 times | ● | □ | ||
| Holding information sharing meetings★ | CEO, CFO, CHRO and CTO | 37 times | ● | ||
| Business unit presidents (5 business units) | 8 times | ● | |||
| Group Headquarters functional organization officers (5 functions) | 8 times | ● | |||
| Risk management and internal control departments | 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 | 4 companies | ● | □ |
| Overseas subsidiaries | 12companies | ● | |||
| Exchanging information with Audit & Supervisory Board Members of subsidiaries★ | Audit & Supervisory Board Members of Ricoh Japan | 4 times | ● | ||
| Full-time Audit & Supervisory Board Members of Ricoh Industry and PFU | 2 times each | ● | |||
| 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★ | 4 times | ● | ● | |
| Holding regular meetings with the internal audit division★ | 12 times | ● | |||
| Holding three-way audit meetings★ | 4 times | ● | |||
| (5) Accounting audit |
|||||
| Holding Information exchange meetings with the Independent Auditor★ | 8 times | ● | |||
| Receiving explanation about audit plan and reports of mid-year visiting audit and 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.
We will monitor and verify the “acceleration of growth” and “impact on governance structure and internal control system” through the Corporate Value Improvement Project, in addition to the effectiveness of various measures, the development of corporate culture, and the status of response to issues toward the transformation into a digital services company. In particular, we will closely monitor the impact of the promotion of the human capital strategy on the control environment through interviews with employees.
The areas of focus, activities, achievements, and recognition of the Audit & Supervisory Board on each area of focus for the current fiscal year are as follows.
(Recognition of the Audit & Supervisory Board)
We confirmed that efforts to improve the structure for a digital services company are progressing, including a review of the business portfolio and R&D optimization. Toward “Acceleration of Growth,” it is important to allocate resources, including human capital, and create further synergies between acquired office service-related subsidiaries and existing sales subsidiaries, which we will be closely monitor.
(Recognition of the Audit & Supervisory Board)
With respect to the headquarters function, we confirmed progress in governance effectiveness due to the organizational change. To further strengthen governance, we will continue to monitor the progress of implementation overseas, including redefinition of the roles and responsibilities of each function and functional officer, especially clarification of roles with overseas regional headquarters. In addition, we will continue to confirm the status of the development and operation of governance and internal control systems at ETRIA and other subsidiaries in line with the expansion and changes in their structures.
(Recognition of the Audit & Supervisory Board)
We confirmed that the design and implementation of the “Second Career Support Program” have been thoroughly discussed, including by the Board of Directors, and that the program have been fully explained to the employees, and that the impact on the control environment is limited. Regarding the development of digital professionals, we confirmed that the program is well established and that a structure is in place to accept them after the program. We will continue to monitor the impact of the “human capital strategy” on the business and control environment in each organizational function, the status of the development and shift of digital professionals, and the effectiveness of the strategy.
For fiscal 2025, in light of the growing uncertainty in the external environment, including geopolitical risks (including U.S. tariffs) and information security risks, our audit activities will continue to prioritize the progress and effectiveness of the Corporate Value Improvement Project, the allocation of management resources to growth areas and its impact on governance and internal controls, and the development and operation of internal control systems including those for global operations.
In addition, in the formulation of the next management strategy, Audit & Supervisory Board Members will actively express our opinions, including opinions on the organization and governance structure to the Board of Directors or to the management team, toward achievements of medium- to long-term growth as a digital services company.
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 & Supervisory Board voluntarily prepares these Notes as complementary material to the Audit & Supervisory Board's Report, in order to enhance the effectiveness of the dialogue with stakeholders including shareholders, based on the belief that more concrete explanation of the Audit & Supervisory Board's activities will lead to enhanced audit transparency. We also plan to disclose the outline of these Notes in the section on the “Status of the Audit conducted by Audit & Supervisory Board” in the Securities Report.