Ricoh 2011 Annual Report Download - page 28

The Ricoh Group has established the
“RICOH Way” , a set of guiding
principles and values that inform its
business activities. In accordance with
these principles, we continue to improve
our corporate governance system to ensure
the maintenance of an appropriate level
of transparency, as required by corporate
ethics and legal compliance, with which
we ultimately aim to further enhance our
competitiveness.
Based on the principle of autonomous
corporate governance, the Ricoh Group
promotes a corporate culture that values
both a sense of duty to meet the various
expectations of stakeholders and high
ethics suited to good social conscience. At
the same time, we strive to create a sense
of alertness in management and business
execution, and further enhance the
quality and speediness of such functions.
To this end, the Ricoh Group adopts the
management structure shown to the right.
The key features include:
• A corporate auditor system is in place.
• The Board of Directors provides
management oversight and makes
decisions on important issues concerning
the management of the Ricoh Group.
Management transparency and fairness
of decision-making are strengthened by
the presence of Outside Directors. The Board of Directors is
comprised of 12 Directors, including two Outside Directors.
• The Board of Corporate Auditors is comprised of four Corporate
Auditors, including two Outside Corporate Auditors. It provides
a management oversight function by discussing and determining
audit policy and assignment of duties.
• Under the executive officer system, executive actions are
delegated to each relevant business division, enabling clear
segregation of duties and timely decision-making.
• The Group Management Committee (GMC) is a decision-making
organization delegated by the Board of Directors, and composed
of executive officers who meet specific criteria. The GMC
operates so as to accelerate deliberation and decision-making
from the perspective of the optimum management of the entire
Group.
• Unique to the Ricoh Group, the Nomination and Compensation
Committee, a permanent organization composed of Outside
Directors and designated internal Directors, makes proposals and
resolutions concerning the regulation of the nomination, dismissal
and compensation of Directors and executive officers, etc.
• The Corporate Auditor office is established, where exclusively
assigned employees assist the auditors in performing their duties.
Corporate Governance
The Ricoh Group’s corporate governance system is designed to facilitate sustainable growth and
increase corporate value across the Group.
Corporate Governance
See page 29
Appointed/dismissed Appointed/dismissed
Audits
Audits
Report on
business execution Audits
Accounting audits
Internal control audits
Cooperates
Cooperates
Internal
audits
Cooperates
Appointed/dismissed
Judges the appropriateness
of accounting audits
Ordinary General Meeting of Shareholders
Board of
Directors
Nomination and
Compensation Committee
Outside Director Internal Director Corporate
Auditor
Office
Corporate governance system diagram
Business Execution System
(Risk management and
internal control)
Corporate Auditors
(Board of Corporate Auditors)
President and Chief
Executive Officer
Principal
Administrative
Division
Business Division
Business Division
Business Division
Business Division
Corporate
Headquarters
Group
Companies
Group Management Committee
Independent Auditor
Internal Control Committee Disclosure Committee
Internal Management
and Control Division
O
utlin
e
of
t
h
e
c
orporat
e
go
ve
ve
ve
e
rna
r
rna
rna
n
n
n
ce
ce
ce
sy
sy
s
sy
s
s
s
s
s
te
te
te
te
m
m
m
m
(a
(a
(
(
s
s
s
s
of
o
o
of
o
o
Jun
u
u
e
e
20
0
11
1
1
)
Nu
m
ber
of
Dir
Dir
ec
to
r
s
Or
g
a
n
i
za
t
ion
al
fo
r
m
1
2 (
m
ax
i
m
um
n
u
m
ber
u
n
der
th
th
th
e
e
e
ar
ar
ar
a
tic
tic
tic
c
tic
ti
les
les
les
es
s
o
f
i
ncorpor
at
i
on
:
15
)
2
Ch
ai
rm
an
4
(m
a
x
i
mu
m
num
b
e
r
u
n
d
er t
h
e
a
rt
i
c
l
e
s
o
f
i
nco
rpo
r
a
t
i
on
:
5)
2
Nu
m
ber
of
Cor
p
or
a
t
e
Au
d
i
t
o
rs
No
.
o
f
O
u
ts
id
e
Corpora
t
e
A
u
d
i
tor
s
N
No
.
o
of
Ou
ts
id
e
Di
r
ec
to
r
s
Ch
ai
r
of
th
h
e
Boa
Bo
r
d
of
Dir
ec
to
rs
Cor
or
r
Cor
por
p
at
t
t
io
i
io
n
n
n
n
wit
wit
wit
wit
h
h
h
h
cor
or
co
c
po
ra
t
e
e
aud
aud
aud
au
a
ito
it
ito
it
rs
s
s
r
Corporate governance system
ISO 26000: Organizational government
ANNUAL REPORT 201127