Ricoh 2006 Annual Report Download - page 59

58
ANNUAL REPORT 2006
Resolutions regarding basic policy on internal control
systems
The Company made the following resolutions at the Board of Directors’ Meeting held on May 17, 2006 regarding basic policy on
construction of internal control system s.
2 . Systems r elated to the retention and
management of infor mation related to the
implementation of dir ectors’ duties
Records and proposals related to decisions by directors in
the course of their duties are collated retained and
managed in com pliance with applicable laws, regulations
and internal rules. Documents are kept so that they can be
retrieved and produced in response to a request from
directors and corporate auditors.
3 . Regulations and other structures regar ding risk
management for losses
( 1) The occurrence of losses shall be proactively prevented
based on regulations for risk managem ent.
( 2) Should losses nevertheless arise, efforts shall be made to
minimize damage ( loss) based on standards for initial
reaction.
( 3) In order to manage losses as a Group, comprehensively
and in a unified fashion, a division responsible for
integrated managem ent will be created that will
thoroughly cover all aspects globally.
4 . Systems to ensure appr opr iate compliance with
laws, and Ar ticles of Incorporation concer ning
the per for mance of employee’s duties
( 1) In order to thoroughly implem ent the “Ricoh Group
CSR Charter ” which sets forth the principles of
corporate behavior with regard to CSR including
compliance, and the “Ricoh Group Code of Conduct”
which shows the general rules of conduct for Ricoh
Group employees, the CSR Com mittee is in the process
of setting up a “Hot Line” for reporting incidents and
seeking advice, worldwide, and provides training. Every
effort is being m ade to enhance compliance
domestically and overseas.
1 . System to ensure the efficient implementation of
dir ectors’ duties and compliance with laws and
Articles of Incor por ation
The Company promotes a sense of alertness in execution of
management and execution of business, and in addition
uses the following managem ent structures in order to
further im prove its quality and speediness.
( 1)
Managem ent transparency and fairness of decision-
making are strengthened by the presence of outside
directors.
( 2) As part of the strengthening of management oversight
functions by the Board of Directors, the “Nomination
and Com pensation Com mittee,” a permanent
organization com posed of outside directors and
designated internal directors, m akes propositions and
resolutions concerning the regulation of the
nom ination, dismissal and com pensation of directors
and executive officers, etc.
( 3) The executive officer system , its division of duties
clarified, is speeding up the decision-making process
through the attribution of authority to each business
division.
( 4) The “Group Management Com mittee” ( GMC) is a
decision-making organization delegated by the Board
of Directors, and com posed of executive officers who
meet certain qualifications. The GMC operates so as to
accelerate consideration and decision-m aking from the
perspective of the optimum m anagement of the entire
Group, concerning proposals on the m ost appropriate
strategies for direction of each business division and the
entire Group, within the limits granted to it.
( 5) The “Disclosure Comm ittee” is an independent
organization that assures the accuracy, tim eliness and
comprehensiveness of disclosure of corporate
information, and it performs checks on the process for
the production of disclosed information.