Corporate Governance

The Board of Directors reflected on Ricoh's founding spirit and discussed the ideas and principles of the Board of Directors and the Directors. These ideas are the basis for deliberations, decisions, and actions that contribute to enhancing corporate value. The Board of Directors accordingly established principles of “Board Culture," to be maintained and cultivated as follows.

The Board of Directors shall:

1. Honoring the Spirit of Three Loves, openly engage with the Company's stakeholders, including shareholders, customers, employees, partner companies, and the community. Through this engagement, we respect their interests and oversee management strategies and plans that contribute to the resolution of social issues.
2. Under the impartial leadership of the chairperson, conduct open, free, vigorous, and constructive discussions that respect a wide range of perspectives from members with a high degree of diversity and independence, and sincerely reflect the results of these discussions in management.
3. Make firm decisions for the future and oversee management's implementation based on solid understanding of social responsibilities, in order to enhance medium- and long-term corporate value through the achievement of high levels of business growth, capital profitability, and ESG goals.

As the business climate and management structure changes, the Board of Directors will constantly refer back to “Board Culture" described above in deliberating, making decisions, nominating directors, and engaging with shareholders and other stakeholders.

The Board of Directors is responsible for the supervision of management and making important management decisions for the Group.

With regards to the composition and operation of the Board of Directors, the Company ensures that Independent Outside Directors on the Board of Directors constitute a majority, and the Board of Directors is chaired by an Independent Outside Director, taking into account the principles and attitudes outlined in our Board Culture. Thus, the Company aims to secure transparency in its management and further improve fair decision-making. In fiscal 2026, five (5) of the eight (8) Directors were Independent Outside Directors. In addition, the Company appoints a Lead Independent Director to enable Outside Directors to better fulfill their roles and functions on the Board of Directors. The Lead Independent Director will be responsible for improving and enhancing governance in collaboration with the Chairperson of the Board of Directors, and will serve as the leader of Independent Outside Directors at the Company. The appointment of the Lead Independent Director will be made as necessary based on the judgment of the Board of Directors considering the Company's management situation and the appointment of the Chairperson of the Board of Directors and the Directors. Appropriate collaboration and division of roles by the Chairperson of the Board of Directors and the Lead Independent Director will ensure the smooth operation of the Board of Directors and the fulfillment of its functions.

In terms of deliberations of the Board of Directors, by leveraging the expertise and experience of each Director who is not concurrently serving as Executive Officer, centered around Independent Outside Directors and Executive Directors in holding serious discussion on important issues, the Company encourages appropriate decision-making aimed at corporate value improvement, creating a structure that allows for management oversight from the viewpoints of various stakeholders, including shareholders. As a general rule, all Directors must attend at least 80% of meetings of the Board of Directors, and are required to provide an effective supervisory function for corporate management.

The Audit & Supervisory Board Members are an independent entity accountable to the Company's shareholders. Audit & Supervisory Board Members and the Audit & Supervisory Board cooperate with the Board of Directors and play a role in the supervisory function of the Company, leveraging the advantages of the corporate audit system and structure, such as the independence and a system that allows each of them to exert audit authority independently, and more than half of them being Outside Audit & Supervisory Board Members. In addition to auditing the execution of Directors' duties, the Audit & Supervisory Board cooperates with the Company's Independent Auditor and the internal audit division and audits the Company's individual organizations and subsidiaries, thereby performing its responsibility to ensure the establishment of systems of good corporate governance to respond to the trust placed in the Company by society.

The Company has five Audit & Supervisory Board Members, comprising two full-time members who are familiar with internal circumstances and three outside members who meet the requirements for independent Audit & Supervisory Board Member set by the Company, and the majority of the members are independent Outside Audit & Supervisory Board Members. In addition, the Audit & Supervisory Board is required to secure necessary knowledge, experience, and specialized abilities in a well-balanced manner in forming the Audit & Supervisory Board. We have built a system that enables deep discussions from an independent and objective perspective, capitalizing on a wealth of experience and wide-ranging insight in the specialized fields of each Audit & Supervisory Board Member.

Decisions regarding the nomination of the CEO and other senior executives, and their compensation, etc. are among the most important matters for management supervision by the Board of Directors. The Company ensures transparency and objectivity in the appointment, dismissal and compensation of Directors and Executive Officers, etc. by establishing the “Nomination Committee,” which is chaired by an Independent Outside Director, with Independent Outside Directors making up the majority; and the “Compensation Committee.” In addition, one (1) Outside Audit & Supervisory Board Member attends the deliberations of the Nomination Committee and Compensation Committee as an observer at each meeting.

For fiscal 2025, the Nomination Committee consisted of five (5) Independent Outside Directors and one (1) Internal Director and the Compensation Committee consisted of five (5) Independent Outside Directors.

During fiscal 2025, a total of ten (10) Nomination Committee meetings were held, primarily to deliberate on the following agenda items.

• Annual operational policies and agendas^*
• Performance evaluation of the CEO/Executive Directors (first and second evaluations)
• CEO succession (selection, development, and evaluation status of CEO candidates)
• Skill matrix and composition of the Board of Directors and each committee
• Nomination of Director candidates
• Confirmation of Audit & Supervisory Board Member candidates
• Important personnel matters such as the appointment and dismissal of Directors and Executive Officers
• Evaluation of Non-executive Directors (Chairperson), and review of their positions and the nature of their assignments
• Confirmation of performance results of Executive Officers
• Confirmation of concurrent positions and side jobs of Directors and Executive Officers, etc.

• Incentive system design (evaluation and compensation) for Directors and Executive Officers^*
• Evaluation and review of the management organization^*

During fiscal 2025, a total of nine (9) Compensation Committee meetings were held, primarily to deliberate on the following agenda items:

• Annual operational policies and agendas^*
• Individual compensation for the CEO, Non-executive Directors (Chairperson), and other Directors
• Compensation policies for Directors, Executive Officers, etc. (including confirmation of peer group and compensation survey reports)
• Bonus payments for Directors (matter to be submitted to the Ordinary General Meeting of Shareholders)

• Incentive system design (evaluation and compensation) for Directors and Executive Officers^*
• Evaluation and review of the management organization^*
• New stock compensation system (RSU)

Directors' review meetings are held to provide an opportunity for prior discussions by Directors and Audit & Supervisory Board Members to resolve important company issues (such as the mid-term management strategy) at Board of Directors meetings.

Governance review meetings are held to provide a forum for comprehensive discussions on direction of governance and related issues by Directors, Audit & Supervisory Board Members and other relevant parties. A summary of the review meetings held is disclosed in the Corporate Governance Report and other documents.

Aiming to facilitate information exchange and shared understanding based on an independent and objective perspective, from the viewpoint of active contribution to discussions at meetings of the Board of Directors, the Outside Executive Meeting serves as a forum to share information and exchange opinions among Outside Directors and Outside Audit & Supervisory Board Members, as well as between Outside Directors and Audit & Supervisory Board Members and other executives.

On April 1, 2026, the Company established the position of Corporate Secretary with the aim of further enhancing corporate governance and the effectiveness of the Board of Directors through constructive dialogue with the capital markets and achieving sustainable improvement of corporate value.

The Corporate Secretary, as a position reporting directly to the Board of Directors, supports the operation and advancement of the Board of Directors and its advisory committees, while overseeing the Company’s overall corporate governance. Specifically, the Corporate Secretary supports smooth communication between the capital markets, including shareholders and investors, and the Board of Directors and its advisory committees. In addition, by organizing and analyzing medium- to long-term expectations and concerns expressed by the capital markets and incorporating them into management and governance, the Corporate Secretary contributes to enhancing the quality of discussions and decision-making processes, thereby supporting the continuous advancement of governance and the improvement of management transparency and credibility.

In fiscal 2026, the Company established a Strategic Advisory Board (the “SAB”).

The SAB is a deliberative body established to support the CEO in formulating a future vision and companywide strategies with the aim of enhancing the Ricoh Group’s medium- to long-term corporate value.

In order to develop a bold, forward-looking vision for the Company’s future direction and growth strategies, the SAB will be dynamically organized according to specific themes and circumstances, leveraging the expertise of external specialists regardless of position, nationality, age, or other attributes. The SAB will discuss and provide recommendations on important management themes from multifaceted perspectives unconstrained by conventional internal assumptions, and such discussions and recommendations will be shared with the Board of Directors as necessary.

Going forward, the Company will refine its management strategies through the effective operation of the SAB and pursue sustainable growth of corporate value.

The Internal Control Committee is an organization established to deliberate and make decisions on internal controls for the entire Ricoh Group. As a general rule, it meets once every quarter, but the extraordinary or emergency meetings may be held depending on situation.

In the event of serious incidents that could impact the Ricoh Group, the Internal Control Committee confirms details including the background, cause, and measures to prevent recurrence. Where uncertainty remains regarding the effectiveness of measures to prevent recurrence, or issues remain regarding the possibility of recurrence of that incident in the Group, the committee promptly determines appropriate countermeasures, and ensures that these are implemented top-down. In addition, taking into consideration internal control issues reported by internal audits and risk management and compliance activities, the GMC discusses and decides on measures to be taken to prevent occurrence.

The ESG Committee is an organization established to deliberate and make decisions on ESG-related matters of the Ricoh Group. The ESG Committee aims to respond promptly and appropriately to the expectations and requests of stakeholders by continuously discussing environmental, social, and governance issues faced by the Ricoh Group at a management-level and leading the discussions to the management quality enhancement of the entire Group.
The ESG Committee plays the following specific roles:

1. Supervise and advise on ESG strategy formulation, material issues, and progress in KPIs for each business division throughout the entire Group
2. Identify medium- to long-term ESG risks and opportunities as well as material issues faced by the entire Group
3. Identify ESG issues to be submitted for discussion at the Board of Directors and report them to the Board of Directors

The committee meets quarterly and has established a system to examine and discuss ESG issues across the Company by inviting representatives of the relevant business divisions according to the theme to be discussed, and other means.

The Information Security Committee is an organization established to deliberate and make decisions on information security of the Ricoh Group.
The Information Security Committee plays the following specific roles:

1. Supervise and advise on information security and geopolitical risk strategy formulation, material issues, each business division throughout the entire Group
2. Identify medium- to long-term information security and geopolitical risks and opportunities as well as material issues faced by the entire Group
3. Identify information security and geopolitical risks to be submitted for discussion at the Board of Directors and report them to the Board of Directors

The committee meets at least once in a quarter and has established a system to examine and discuss information security and geopolitical risk issues across the Company by inviting representatives of the relevant business divisions according to the theme to be discussed, and other means.

The risks to information security have been increasing rapidly in recent years, and the scope of response by companies is also expanding due to the frequency of cyber-attacks, the diversification and sophistication of malware technologies (ransomware^*1, etc.), the tightening and diversification of laws and regulations in various countries, and the emergence of geopolitical risks. In addition, while companies are aiming to improve their competitiveness through DX, there are also security issues that need to be resolved. In response to these circumstances, as we aim to continue evolving as a digital services company, we are not only mitigating security risks in our digital services but also working on security measures, viewing them as investments for business growth in order to further solidify profitability in our existing businesses. Additionally, under the leadership of CISO (Chief Information Security Officer), we established a security department under the direct control of the CEO, who is in charge of security and geopolitical risk management, to plan and implement security and privacy protection strategies for the Ricoh Group as a whole, and have established a system to make prompt management decisions on security and respond to clarification of strategies to comply with the laws and regulations of various countries.

In addition, we have established divisional security committees in each business unit and functional organization from the company-wide security perspective, strengthening our company-wide security governance structure. Additionally, we will further enhance global governance, strengthen supply chain risk management, and bolster our workforce through the development of an education system. Furthermore, with regard to supply chain risks, we are utilizing self-diagnosis by contractors and external rating services to identify and respond to risks. In terms of the development of the training system, we are working to raise the companywide security level and create and implement a plan for specialized training.

The Risk Management Committee is an advisory body to the GMC that was established to strengthen risk management processes across the entire Ricoh Group. To establish a more effective and integrated risk management system through coordination between management and each organization, we have appointed risk management managers and promoters from each organization of the Company and have established an autonomous risk management system for each organization, including affiliates that we manage and supervise.

The Group Risk Management Collaboration Reinforcement Conference, which is mainly aimed for risk management promoters, holds study sessions and information sharing related to risk management and makes continuous efforts to become an organization that can be more responsive to risks.

The Investment Committee is an advisory committee to the GMC established for the purpose of verifying investment plans based on financial considerations including capital costs, and strategic considerations such as profitability, growth potential, and risks. Members representing different functional organizations perform prior reviews and discussion on diversifying investment and divestment projects to external entities in order to ensure consistency with management strategies and raise the effective return on investments while improving the speed and accuracy of investment decisions.

The committee receives prior inquiries from originating units to provide evaluations and advice after performing comprehensive discussion on the investment value of a project. The committee is not authorized to approve or disapprove any investment project. The committee’s deliberations will be reported by the chairperson of the Investment Committee to the GMC or the Board of Directors, depending on the project, to assist the decision-maker in making objective decisions.

In order to improve the accuracy of external investment decisions for the Company as a whole, the committee can also deliberate on projects below the GMC’s standard amount for approval, and provides advice on investment decisions and considerations made by the originating unit as well as on project negotiations, as necessary.

The Disclosure Committee is an organization established to appropriately disclose information that may influence the decisions of investors to promote dialogue with shareholders and capital markets by proactively disclosing corporate information that contributes to investment decisions. This committee aims to develop relationships of trust with shareholders and capital markets as well as to achieve an appropriate recognition of the Ricoh Group.

This committee conducts deliberation on active disclosure and monitoring of disclosing procedures regarding company information that contributes to investors' investment decisions, along with judgments on the appropriateness and accuracy of annual report documents and timely disclosure documents, and judgments on the necessity of information disclosure in disclosure procedures. This committee mainly deliberates on judgments to determine whether information is prepared in the process that assures the appropriateness and accuracy of annual report documents and disclosure documents, monitoring of disclosure procedures, and appropriate and strategic disclosure of corporate information that contributes to shareholders' and investors' investment decisions. During fiscal 2025, we reviewed the disclosure processes and issues recognized through a training session on disclosure for officers and personnel responsible for information disclosure in each functional organization.

Furthermore, the internal control division regularly evaluates the timeliness of information disclosure, the accuracy and validity of disclosure statements, and the validity of disclosure decisions, etc., and reports its findings to the Board of Directors and the Internal Control Committee.

In addition to the election criteria for candidates for Internal Directors stated above, the election criteria for candidates for Outside Directors include having excellence in areas such as expertise in different fields, issue spotting and solving capabilities, insight, strategic thinking capabilities, risk management capabilities, and leadership. Outside Directors must also meet the Company's standards for independence applicable to Outside Directors and Outside Audit & Supervisory Board Members.

We believe that the Board of Directors of the Company should be composed of directors with management ability and a rich sense of humanity in addition to reflecting various viewpoints and backgrounds, on a foundation of sophisticated multidimensional skills.

In addition, it is our policy to select candidates based on their character and knowledge with no distinction made on the basis of race, ethnicity, gender, or nationality or similar attributes, thus ensuring diversity in such attributes.

The Ricoh Group seeks to increase its corporate value through the transformation of its business structure. To achieve this, the Board of Directors is composed of individuals with diverse and multifaceted skills. We will continue to discuss diversity as necessary in accordance with changes in our business environment and business strategies, and build a system appointing appropriate human resources through selection of candidates for Director, considering diverse viewpoints such as female Directors and foreign nationals and age, and training of young members of the management team, and appointment to important positions.

The Company is making ongoing efforts to strengthen and enhance corporate governance for the Ricoh Group's sustainable growth and improvement of shareholder value and corporate value.

Executive Directors are evaluated annually in two steps by the Nomination Committee, in consultation with the Board of Directors. The Nomination Committee's deliberations and conclusions on the evaluation of Directors are reported to the Board of Directors to comprehensively oversee whether the Director in question is suitable to continue in office.

Furthermore, evaluations are based on standards such as “Management oversight status as Director,” “Financial aspects including key management indicators regarding business results, return on capital, etc.;” and “Contribution to shareholders and evaluation by capital markets.”

TSR, which is used as one of the criteria for “contribution to shareholders and capital market evaluation perspectives” to evaluate Directors concurrently serving as Executive Officers, is calculated based on the average share price for the fiscal year (see table below) to avoid the impact of sudden share price fluctuations.

The Company will revise executive compensation, etc. in fiscal 2026 under the Mid-Term Strategy '26 so that it functions as an incentive mechanism supporting the execution of management strategy aimed at the sustainable improvement of corporate value.

Additionally, in revising executive compensation, the Company received the following feedback through dialogue with participants in the capital markets, including shareholders.

Based on the above feedback from the capital markets, the Company established the “Basic Policy for the Revision of Executive Compensation” through discussions at the Advisory Committees, and decided to revise the executive compensation system from fiscal 2026 as follows.

Variable compensation is designed such that the base amount for each compensation varies in accordance with ROE performance. Specifically, compensation increases once ROE exceeds the cost of equity (with the compensation curve restrained when ROE falls below the cost of equity), and thereafter rises in stages in line with strategically important ROE levels set by the Company. The Company establishes a compensation curve that emphasizes consistency with shareholder value. (Figure 1)

In setting the base compensation level, we conduct benchmarking against a peer group consisting of companies included in the TOPIX 500 index^*, externally available data. Specifically, the level of total compensation amount is set by the Board of Directors with reference to the Company's positioning within the peer group based on shareholder value (market capitalization and ROE levels). Through a comparison with a representative peer group, an objective compensation level is set, reflecting the Company's position in the capital markets. This enables the Company to design a compensation incentive structure consistent with shareholder value, in which compensation varies in accordance with ROE performance while considering the cost of equity. (Figure 2)

This design aims to directly reflect both current and medium- to long-term shareholder value in compensation, thereby ensuring disciplined compensation levels consistent with shareholder value and establishing incentives that realize improvement of value.

• *
  Limited to companies participating in compensation surveys conducted by external specialized organizations

Based on the Mid-Term Strategy '26, compensation amount for Executive Officers (excluding those concurrently serving as Directors) other than the CEO is determined relative to the CEO's compensation, and in accordance with the degree of Strategic Impact Indicator (SII) of each Executive Officer position, which is determined by the CEO.

As this design is based on the CEO's compensation, compensation for each Executive Officer is structured to ensure linkage with ROE.

Based on the Mid-Term Strategy '26, compensation amount for Executive Officers concurrently serving as Directors, including the CEO, is determined by the Board of Directors upon recommendations from the Compensation Committee, based on the amount calculated relative to the CEO's compensation in accordance with the degree of Strategic Impact Indicator (SII) of each Executive Officer position, which is determined by the CEO.

Performance-linked bonuses and performance-linked stock-based compensation are based on the base compensation amount linked with ROE performance (see Figure 1 in section 2. above), and vary in accordance with the level of achievement of performance indicators other than ROE described below.

For performance-linked bonuses, the evaluation indicators for each Executive Officer (excluding Executive Directors) other than the CEO are determined by the CEO in consultation with each Executive Officer, based on the following principles.

Additionally, the evaluation indicators for performance-linked stock-based compensation are common company-wide targets for all Executive Officers, including the CEO.

The evaluation indicators for Executive Officers who concurrently serve as Directors, including the CEO, are determined by the Board of Directors based on the recommendations of the Compensation Committee.

The system is designed so that the compensation composition varies according to ROE performance, and the proportion of variable compensation increases as ROE increases.

Specifically, the fixed-to-variable ratio of the CEO's compensation for fiscal 2026, assuming standard target achievement (evaluation factor of 1.0), will be approximately 50:50 at ROE of 8%, 40:60 at ROE of 10%, and 25:75 at ROE of 13%.

In addition, for Executive Officers other than the CEO, the system is designed such that the higher the Strategic Impact Indicator (SII), the higher the proportion of variable compensation.

The Company will introduce Restricted Stock Units (RSU), a non-performance-based stock-based compensation, as compensation for Directors, from the perspective of having them share with shareholders both the benefits and risks associated with stock price fluctuations, while maintaining supervision as the primary role of Directors. Compensation paid commonly to all Directors will consist of basic compensation and RSU, with the ratio between the two set at approximately 80:20. Following the introduction of RSU, compensation for acquiring stock will be abolished. Furthermore, the basic compensation described above will consist of compensation commonly set for all Directors, in addition to “full-time Director compensation,” “Chairperson assignment compensation,” and “managerial position allowances” paid in accordance with assigned responsibilities. Directors concurrently serving as Executive Officers will additionally receive performancelinked bonuses and performance-linked stock-based compensation.

To enable executive compensation to function more effectively as a medium- to long-term incentive, the Company will establish shareholding guidelines^*. Through the establishment of the shareholding guidelines, the incentive effect of stock compensation will continue even after the payment of stock compensation, thereby supporting management and business execution from a more long-term perspective. In addition, from the perspective of sharing benefits and risks with shareholders, the Company will also apply the shareholding guidelines to Outside Directors and Non-executive Director.

The appropriateness of compensation for Directors, including the CEO, is determined by the Compensation Committee and the Board of Directors. In addition, under the new system, with respect to Executive Officers other than the CEO, the Joint Committee will monitor the appropriateness of target setting by the CEO linked to compensation, and performance evaluations, thereby strengthening compensation governance.

Compensation for Audit & Supervisory Board Members consists solely of basic compensation for their role of appropriately performing audits. Compensation for each Audit & Supervisory Board Member is determined through discussions by Audit & Supervisory Board Members, based on objective data on compensation levels provided by external specialized agencies, and within the remuneration framework for Audit & Supervisory Board Members approved in advance at a General Meeting of Shareholders.

The evaluation covered the effectiveness of the Board of Directors as well as the Nomination Committee, the Compensation Committee, and the response of the business executives to the Board of Directors. The detailed evaluation process is as described below.

During fiscal 2025, the Board of Directors focused its deliberations on the progress of measures toward achieving the 21st Mid-Term Management Strategy, as well as on strategic issues in anticipation of the next mid-term management strategy.

In conducting such deliberations, the Board of Directors continuously provided opportunities for Directors and Audit & Supervisory Board Members to deepen their understanding of the Company's businesses through activities such as factory visits, roundtable discussions with on-site employees, and retreat-style directors' review meetings off-site from headquarters.

The allocation of time to agenda items at meetings of the Board of Directors held in fiscal 2025 is disclosed as follows, for the purpose of ensuring transparency in the status of deliberations of the Board of Directors.

The following is a summary of the results of discussions among the members of the Board of Directors regarding the content of the open-ended evaluations by the Directors and the Audit & Supervisory Board Members and third-party evaluations.

• The composition of the Board of Directors in which Independent Outside Directors possessing diverse experience and expertise constituted a majority, was appropriate. With neutral meeting management by the Chairperson of the Board, who was an Independent Outside Director, supervision and decision-making were carried out through free and vigorous discussions from multiple perspectives.
  However, in order to ensure the effectiveness of the Board of Directors accompanied by results, each Director, as a person subject to shareholder judgment on an annual basis, must review the past year, reflect on the fulfillment of his/her own responsibilities, and continue to perform his/her duties as a Director with a sense of discipline.
• Both the Nomination Committee and the Compensation Committee are chaired by Independent Outside Directors. With an appropriate composition in which a majority of the Nomination Committee Members and all Compensation Committee Members are Independent Outside Directors, rigorous and substantive deliberations were conducted regarding the evaluation of the next management structure and the comprehensive revision of incentive (evaluation and compensation) system, and both committees effectively functioned as advisory bodies to the Board of Directors
  Going forward, it will be essential to continuously enhance management execution capabilities through the monitoring and oversight of the performance and operation of the new structure.
• Both the Board of Directors and management execution must sincerely recognize the fact that the performance fell significantly short of targets of the 21st Mid-Term Management Strategy and that, even after the announcement of the Mid-Term Strategy '26, shareholder expectations have not yet been sufficiently met. With an appropriate sense of urgency and discipline, it is necessary to utilize both formal and informal forums to engage in more in-depth discussions and decision-making aimed at improving corporate value and shareholder value within a defined timeframe.
• Capital profitability has continued to be below the cost of equity, and improving profitability through fundamental reform of the earnings structure is an urgent issue. While steadily strengthening profitability through thorough root-cause analysis of the current profitability challenges and countermeasures, it is also important to consider the best strategic and operational options to improve corporate value, including envisioning a future vision of Ricoh that is not merely an extension of the current state.
• As part of its oversight responsibilities, the Board of Directors must further specify the growth strategy and the path toward its realization and communicate them to stakeholders, while strengthening management execution capabilities that deliver results. In doing so, the Board of Directors must demonstrate its effectiveness in supporting the swift execution of growth strategies and the achievement of results that exceed capital market expectations.

Based on the above evaluation, the Company's Board of Directors will operate in accordance with the following basic policies in fiscal 2026 and work to improve the effectiveness of the Board of Directors based on three specific action items.

Candidates for Audit & Supervisory Board Members are selected for a balance of knowledge, experience, and specialized abilities required of the Audit & Supervisory Board. At least one person must be appointed with sufficient knowledge of finance and accounting, in addition to the ability to contribute to the sound and sustained growth of the Company and the medium- to long-term enhancement of its corporate value through the performance of duties as Audit & Supervisory Board Member.
In selecting candidates for Audit & Supervisory Board Members, the Audit & Supervisory Board has established, and makes a comprehensive judgment based on, the following criteria.

In addition to the criteria above, candidates for Outside Audit & Supervisory Board Members are selected based on their high degree of specialist insight in the fields of corporate management, finance, accounting and law, etc., and their extensive experience. The absence of any issues of independence regarding their relationships with the Company, its Representative Director, other Directors and important employees, with reference to the Company's Standards for Independence of Outside Directors and Outside Audit & Supervisory Board Members, is an additional criterion.

In appointing candidates for Audit & Supervisory Board Members, the Company believes that the Audit & Supervisory Board should be composed of Audit & Supervisory Board Members with diverse experiences and perspectives, in addition to the above-mentioned auditing abilities, backgrounds, and personalities.

In addition, no distinction is made on the basis of race, ethnicity, gender, nationality or similar attributes, and candidates are selected based on their character and knowledge, thus ensuring diversity in such attributes.

“Recommendation of candidates” and “candidate nomination/proposal” for Audit & Supervisory Board Members are conducted primarily by the Audit & Supervisory Board, with an emphasis on ensuring the independence of Audit & Supervisory Board Members in accordance with the process described below.

Audit & Supervisory Board considers the candidates for Audit & Supervisory Board Members selected by Audit & Supervisory Board Members based on the election criteria for Audit & Supervisory Board Members in deliberation with the CEO as necessary. Audit & Supervisory Board nominates and proposes candidates to the Board of Directors after the Nomination Committee confirms the results of deliberations including the reasons of recommendation at the Audit & Supervisory Board. The Board of Directors passes a resolution for the election proposal of Audit & Supervisory Board Members submitted to the General Meeting of Shareholders with respect for the proposal of the Audit & Supervisory Board. Audit & Supervisory Board Members are appointed at the General Meeting of Shareholders.

1. In principle, Outside Directors and Outside Audit & Supervisory Board Members of the Company should be independent from the Company and should satisfy all of the items set out below.
   1. A person who is not a shareholder holding 10% or more of the total voting rights of the Company (a “major shareholder”), or a person who is not a director, audit and supervisory board member, accounting advisor, executive officer, executive director, corporate officer, manager or any other employee of the major shareholder of the Company.
   2. A person who is not a director, audit and supervisory board member, accounting advisor, executive officer, executive director, corporate officer, manager or any other employee of a company of which the Ricoh Group is a major shareholder.
   3. A person who is not a director, audit and supervisory board member, accounting advisor, executive officer, executive director, corporate officer, manager or any other employee of the Ricoh Group, or a person who was not a director, audit and supervisory board member, accounting advisor, executive officer, executive director, corporate officer, manager or any other employee of the Ricoh Group within 10 years preceding the assumption of the office of Outside Directors and Outside Audit & Supervisory Board Members.
   4. A person of which the Ricoh Group was not a major business partner (whose sales to the Ricoh Group accounted for 2% or more of its consolidated net sales) in the immediately preceding fiscal year or any of the three fiscal years prior to such fiscal year, or a person who is not a director (excluding outside directors who are independent), executive officer, executive director, corporate officer, manager or any other employee thereof (including its parent company and subsidiaries).
   5. A person who was not a major business partner of the Ricoh Group (to which sales of the Ricoh Group accounted for 2% or more of consolidated net sales of the Ricoh Group) in the immediately preceding fiscal year or any of the three fiscal years prior to such fiscal year, or a person who is not a director (excluding outside directors who are independent), executive officer, executive director, corporate officer, manager or any other employee thereof (including its parent company and subsidiaries).
   6. A person who is not a consultant, certified public accountant, certified tax accountant, lawyer or any other professional who received money or other property other than executive compensation, either directly or indirectly, from the Ricoh Group in an amount of ¥10 million or more in the immediately preceding fiscal year or per year in average over the past three fiscal years.
   7. A person who does not belong to an organization, such as a law firm, auditing firm, tax accounting firm, consulting firm or any other professional advisory firm, that received money or other property, either directly or indirectly, from the Ricoh Group in an amount equivalent to 2% or more of its total revenue in the immediately preceding fiscal year or per year in average over the past three fiscal years.
   8. A person who is not a spouse, a relative within the second degree of kinship or a relative who lives in the same household of a person who falls under the items (1) through (7).
   9. A person who is not a director, audit and supervisory board member, accounting advisor, executive officer, executive director, corporate officer, manager or any other important employee of a company, its parent company or subsidiary that has directors dispatched from the Ricoh Group.
   10. A person who is unlikely to cause a substantial conflict of interests with the Company.
2. The Company may appoint a person as Outside Director or Outside Audit and Supervisory Board Member if it determines that the person is qualified for the post, even though he/she fails to satisfy any of the above items (1) and (4) through (9) in the preceding paragraph, provided that the Company explains to external parties the reason for its determination that the person qualifies for the post.

From the viewpoint of streamlining and strengthening of business alliance and development of collaborative businesses, the Ricoh Group shall be able to hold shares of the related partners only when such holding of shares is deemed necessary and effective for the future development of the Ricoh Group, while taking the returns such as dividends into consideration.

Specifically, the Board of Directors will verify, for each issue, whether benefits and risks of holding shares are worth the capital cost, and if holding shares loses significance in the medium- to long-term, they will be reduced accordingly.

The Company will exercise voting rights attached to cross-shareholdings upon examining each agenda item whether it enhances the corporate value of the investee in the medium- to long-term, or whether it impairs shareholder value, and will determine approval or disapproval.

The Company’s information dissemination and dialogue results for fiscal 2025 are as follows.