- The Ricoh Group has introduced the corporate audit system.
- The board of directors is responsible for management oversight and important decision-making concerning Group management. By appointing highly independent outside directors, the Group ensures transparency in management and its decision-making.
- Two of its 11 directors are outside directors. In addition to heeding various views and opinions, the Group aims to eliminate arbitrary decision-making in management.
- To ensure clear separation between management oversight and business execution, the internal regulations stipulate that the chairman of the company serves as the chair of the board of directors.
- The board of corporate auditors makes decisions on the direction of audits and the assignment of duties through discussions and it monitors corporate management.
- Corporate auditors attend all important meetings, including board meetings, and exchange information regularly with the representative director.
- In order to ensure that the corporate auditors can work effectively, the Corporate Auditor Office with designated support staff has been established.
- Under the executive officer system, the authority to execute business has been assigned to the respective execution departments in order to expedite decision-making and clarify the role of each department.
Board of dlrectors/Board of auditors
|Max.no.of directors||Current no. of executives||Term|
|Board of dlrectors||15||11, Including
2 outside directors
|Board of auditors||5||4, Including
2 outside auditors
Group Management Committee
The Group Management Committee (GMC) is a decision-making body empowered by the board of directors that consists of executive officers. The GMC facilitates deliberation and flexibly makes decisions on the Group's overall management from the viewpoint of total optimization.
Nomination and Compensation Committee
The Nomination and Compensation Committee, a unique permanent organ consisting of two outside directors and three inside directors, plans appointment/dismissal and compensation of directors and executive officers.
The Internal Management & Control Division, an organization that takes charge of internal auditing, reviews and assesses the status of business execution by respective business execution divisions properly according to the rules and in an objective manner to ensure legal compliance and adequacy of execution practices, and in addition, provides advice and recommendations for improvement. The results are reported on a regular basis to the Internal Control Committee established in the GMC.
Ricoh has formulated a set of guidelines called the policy and procedures for prior approvals concerning audit and non-audit services. In accordance with the guidelines, approval must be obtained from the board of corporate auditors concerning details of and fees for auditing contracts.
At the Ricoh Group, executive compensation is employed as an effective incentive to achieve a sustainable increase in corporate earnings in the pursuit of increased shareholder value.
The base salary of board directors consists of remuneration pertaining to management oversight, remuneration reflecting the importance of their 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. Ricoh has been strengthening its incentives for increasing shareholder value by allocating a portion of remuneration for stock repurchase so that there will be a common shareholder viewpoint among directors.
The amount of bonuses paid to directors is determined based on the achievement of key performance indicators such as sales, operating income, and ROA, which pertain to shareholder value and the company's competitiveness. Proposed executive bonuses are brought before the ordinary shareholders meeting for approval.
Compensation of corporate auditors is comprised solely of remuneration for their auditing duties.
|Outside Corporate Auditors||2||14||—||14|
- *For the year from April 1, 2011 to March 31, 2012
Compensation for auditing by external auditors
Ricoh verifies the adequacy of time spent for auditing together with audit firms and certified public accountants (CPA) taking into consideration the scale and characteristics of our businesses regarding the finalization of compensation for auditing.
Compensation for auditing by external auditors
|Compensation for audliting services||1,422|
|Compensation for non-audliting services||130|
- *For the year from April 1,2011 to March 31,2012
Communication with shareholders & investors
General meeting of shareholders
With the aim of obtaining better understanding from shareholders, we continuously review and revise our notification of shareholder meetings and attached materials whenever necessary. To enhance shareholders' convenience, we introduced the Electronic Proxy Voting Platform for shareholders to exercise their voting rights via the Internet. A social gathering between executives and shareholders is held after a general shareholders meeting.
Various explanatory meetings
The CEO regularly holds an investor meeting on Ricoh's mid-term management strategy and the progress of its implementation in the attendance of shareholders. In addition, meetings are held to explain in detail our quarterly financial results.
Expansion of IR site
Materials related to general meetings of shareholders, investor meetings, and financial announcements, are swiftly uploaded as they become available on our Investor Relations site for the benefit of shareholders and investors who are unable to attend related events. Ricoh's Investor Relations site was awarded a 2011 Internet IR Best Company Award in Japan, by Daiwa Investor Relations Co., Ltd.
Communication with shareholders and investors
In addition to holding social events with shareholders, Ricoh organizes various events for shareholders, including tours of our business offices and explanatory events to introduce the company's cultural and sports activities (such events were held six times in fiscal 2012). We also hold meetings with both in Japan and overseas institutional investors (over 400 firms annually).