Audit & Supervisory Board Member
Kazuhiro TsujiDate of birth: January 25, 1961
Audit & Supervisory Board Member
Shinji SatoDate of birth: May 2, 1960
Outside Audit & Supervisory Board Member
Yo OtaDate of birth: October 3, 1967
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 Nomination 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 the Representative Director, governance review meetings, and outside executive meetings and frankly shared his opinions from a professional perspective.
Outside Audit & Supervisory Board Member
Shoji KobayashiDate of birth: December 29, 1953
He actively made comments at the Audit & Supervisory Board and the Board of Directors from an objective perspective based on his extensive experience gained through many years in development and business management while serving in important positions at Kao Corporation, such as General Manager of a business division and Executive Officer, as well as his deep insight into the management and governance of a global corporation, acquired as a full-time Audit & Supervisory Board Member of Kao Corporation, and his broad knowledge regarding all aspects of technology. He also attended Nomination and Compensation Committee meetings as an observer and contributed to ensuring the transparency in the process of determining nomination and compensation.
During the fiscal year under review, in addition to the above activities, he also attended numerous audits of business units and Group headquarters organizations, subsidiaries, etc., and provided advice and recommendations from a wide range of perspectives, including technical and business operations, as well as ESG and employee engagement. He also actively engaged in discussions at meetings such as periodic meetings with the Chairperson of the Board of Directors, Lead Independent Directors and the Representative Director, governance review meetings, and outside executive meetings and frankly shared his opinions from a professional perspective.
Outside Audit & Supervisory Board Member
Yasunobu FurukawaDate of birth: October 11, 1953
He actively made comments at the Audit & Supervisory Board and the
Board of Directors based on his many years of experience as a certified public accountant and as an engagement partner for audits of global corporations with operations overseas at Ernst & Young ShinNihon LLC., and on his extensive insight and experience in corporate management as an outside director, audit committee member, and outside audit & supervisory board member for other companies. He also attended Compensation Committee meetings as an observer and contributed to ensuring the transparency in the process of determining compensation.
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. In addition, 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 periodic meetings with the Chairperson of the Board of Directors, Lead Independent Directors and the Representative Director, 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 illustrated in Chart 1 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 fiscal 2022, the final year of the Company's 20th Mid-term Management Plan, the Company engaged in a variety of initiatives, including the business unit structure that was introduced in the previous fiscal year, and introduced a new Ricoh-style job-based personnel system, with the aim of transforming into a digital services company. The Audit & Supervisory Board examined these business activities as well as associated expected risks based on changes in the internal and external environment. As a result, “the optimal form of headquarters function governance for a digital service company,” “autonomous internal control and risk management by business units and management of subsidiaries,” and “control environments within individual organizations,” were established as areas of focus for fiscal 2022.
Based on the issues recognized in conjunction with governance changes resulting from the introduction of the business unit structure, and the state of responses to these issues, the Audit & Supervisory Board confirmed the status of the creation for the optimal form of headquarters function governance for a digital services company.
Under the business unit structure, each business unit is required to autonomously conduct internal control, risk management, and management of its own subsidiaries. The Audit & Supervisory Board confirmed that structures for doing so had been created and were being appropriately operated and managed.
The Audit & Supervisory Board confirmed whether each organization was properly maintaining a control environment, taking into consideration the transition to the business unit structure, the impact of the Ricoh-style job-based personnel system introduced in fiscal 2022, and the like.
Each Audit & Supervisory Board Member has reviewed and evaluated the results of auditing activities in fiscal 2022, and the Audit & Supervisory Board reviewed and analyzed the results at its meeting, confirming points of improvement with the aim of improving the quality of auditing. In conjunction with this, it also considered the issues to be monitored in fiscal 2023. The Audit & Supervisory Board will continue to pay close attention to “measures aimed at transforming the Company into a digital services company,” and it has identified “governance under the new management system” through changes to the management structure, including the change in Representative Director and CEO, and “measures for enhancing corporate value” as issues to be monitored in fiscal 2023.
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.