Ricoh 2010 Annual Report Download - page 22

ANNUAL REPORT 201021
 Corporate governance system
The Ricoh Group’s corporate governance system is designed to ensure
transparent management underpinned by strong business ethics and
legal compliance; to increase competitiveness in the market; and
ultimately to achieve sustainable growth and increased group-wide
enterprise value. We have identified four key stakeholder groups—
customers, shareholders, employees, and society—and defined
respective policies to address each of these groups. We have a corporate
auditor system in place to strengthen our board of directors, and an
executive officer system, to intensify our management oversight and
business execution. By appointing some of our directors from outside
the company, we maintain transparent management.
(1) Board of directors
To ensure mutual oversight and fair, well-balanced decision-making
among board members and further improve management transparency,
the board of directors consists of outside directors and inside directors
holding same level positions. Appointments and compensation of
directors and executive officers are reviewed and verified by the
Nomination and Compensation Committee, a unique permanent organ
consisting of the outside directors and some inside directors.
(2) Executive function for group-wide management
To ensure that the best possible decisions on group-wide management
are made and reviewed from a holistic viewpoint and in a timely manner,
the Group Management Committee (GMC), consisting of executive
officers with special qualifications, was established as a decision-making
body empowered by the board of directors to undertake the management
of the group. The authority to execute business has been provided to the
respective business execution departments in order to expedite decision-
making and clarify the role of each department.
(3) Auditing
In cooperation with the Internal Management & Control Division—
Ricoh’s internal auditing division—and other organizations within the
company, our auditors review and assess, in a fair and objective manner,
<Risk management>
 Total Risk Management (TRM)
The Ricoh Group Total Risk Management (TRM) Basic Regulation,
provides a framework for TRM for the entire group, and the Crisis
Management Policy, ensures full and complete reporting to management
and seeks to prevent the escalation of risks as they arise. In fiscal 2010,
we identified 49 risks that could affect our business and conducted TRM
audits to assess how these identified risks are controlled and managed at
the Group’s 71 departments and divisions.
 Business Continuity Plans (BCP)
Business Continuity Plans (BCP) for providing maintenance services
and supplies in the event of an earthquake either centered on Tokyo or
affecting the greater Tokai region have been formulated. We have also
created a basic plan for dealing with outbreaks of new types of flu,
identified the areas of business that must be maintained should such a
new flu spread, and formulated BCPs for doing so.
<Compliance>
 Compliance with laws, regulations and
corporate ethics
To deepen employees’ understanding of the Ricoh Group Code of
Conduct, localized education is provided via e-learning programs, the
Intranet, and handbooks to employees in Japan and each overseas region
on an ongoing basis. The extent of employee understanding of the code
is measured as part of internal audits conducted across the Group.
 Whistle-blowing system
As part of Ricoh’s whistle-blowing system, a “Hot Line” system was
established as a contact point for employees wishing to seek counsel.
the status of each business execution department and subsidiary to
ensure the legal compliance and adequacy of business operations
executed, and, in addition, offer advice and recommendations for
improvement.
 Internal control
To further strengthen internal control, an Internal Control Committee has
been organized within the GMC. In addition, the Internal Management &
Control Division, an organization that reports directly to the President,
takes charge of administering and promoting compliance, risk
management, and internal audits, as well as supervising internal control.
Senior management (as of June 2009)
Headcount
Number of
outside members
Female members
Remuneration
11 5
2 2
0 0
459 million yen70 million yen
Directors Auditors
Appointed/dismissed Appointed/dismissed Judges the
appropriateness of
accounting audits
Audits
• Internal control system
construction support
• Internal audits
• Accounting audits
• Internal audits
• Accounting
audits
• Internal
audits
Operations
audits
Operations audits
Appointed/
dismissed
General shareholders meeting
Group Management Committee Headquarters
functions
Internal Management
& Control Division etc.
Board of
directors Nomination & Compensation
Committee
Outside director Inside director
Corporate governance and internal control system diagram
Board of auditors Accounting auditor
Affiliated companies Affiliated companies
Business execution
department
Business execution
department
Business execution
department
Risk Management and Compliance
Corporate Governance