Ricoh 2012 Annual Report Download - page 24

Ricoh Group Sustainability Report 201223
Corporate Governance
● 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.
[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.
[Internal auditing]
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.
[External auditing]
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.
Management Structure Organizational governance Fair operating practices
ISO 26000
■ Board of directors/Board of autitors
Board of
directors
Board of
auditors
Max. no.
of directors Current no. of executives Term
15 2 years
11, including
2 outside directors
54 years
4, including
2 outside auditors
■ Corporate governance system diagram
Appointed/dismissed
Supervision
Report on business
execution Audits
Audits
Appointed/dismissed Judges the appropriateness
of accounting audits
Appointed/dismissed
Cooperates
Accounting audits
Internal control audits
Ordinary General Meeting of Shareholders
Business execution system
(Risk management and internal control)
President and Chief Executive Officer
Group Management Committee
Internal Control Committee
Disclosure Committee
Board of
Directors
Corporate Auditors
(Board of Corporate Auditors)
Independent Auditor
Outside Director
Corporate Auditor Office
Internal Director
Nomination and Compensation Committee
Cooperates
Internal audits
Cooperates
Supervising
Organization
Group Companies
Business
Division Business Division Business Division Business Division Corporate Headquarters
Internal
Management and
Control Division