Ricoh : Presentation and Q&A summary of “Dialogue between Ricoh Outside Directors and Shareholders (Institutional Investors)” posted.

Ricoh's

Governance

Reforms

November 18, 2022

Masami Iijima

Lead Independent Director

Ricoh Company, Ltd.

• Governance Overview
• Governance Reform Progress
• • Restructuring Governance to Overhaul Management
  • Enhancing Capabilities of Nomination Committee
  • How Board is Tackling Adverse Business Climate
• Challenges and Direction

Governance Overview

General Meeting of Shareholders

	Board of Directors				Audit and Supervisory Board	Auditor
				Outside
8 Members (5 outside, 3 internal)		5 members (3 outside, 2 internal)
Chairperson of the
					Internal auditors
Board	Outside director		members				Independent
				(full-time)	Collaborates
		constitute
Outside Directors			majority of
		Board of			Outside auditors
				Directors
	Lead independent				(part-time)
	director
Directors						Governance Review
	President					Meeting
Report	Advise	Report	Advise
Nomination Committee			Compensation		Directors' review
Chairperson			Committee		meetings
		Chairperson
(outside director)			(outside director)		Legend
Outside Directors		Outside Directors		Outside director
							Director
Internal Director		Internal Director*		Internal auditor
							Outside auditor
	*CEO Only				*CEO Only
				Supervises
Business Execution Structure
	President and CEO
		Group Management Committee
RICOH	RICOH		RICOH	RICOH	RICOH	Group
	Graphic
Digital	Digital		Industrial	Head-
Commun-	Futures
Services	Products	Solutions	quarters
	ications
		Business Units
				Group Companies

Institutional Design

• Reviewed annually
• To transform its business structure, Ricoh adopted a company with an Audit and Supervisory Board structure to empower the Board of Directors to draw on wide-ranging expertise in making decisions and supporting business execution

Board of Directors

• Outside members account for a majority on the Board of Directors to reinforce supervision and broaden expertise
• We strengthened the functions of outside directors by having one serve as chairperson, with a lead independent director managing other outside members

Nomination and Compensation Committees

• Both bodies are highly independent and have strong supervisory functions, with the CEO being the sole executive representative

Business Execution Structure

• Adopted a business unit structure in fiscal 2021
• With that structure in place, the Nomination Committee confirms and assesses the performances of executive officers to whom Ricoh delegates authority

Ltd. All Rights Reserved	1

Restructuring Governance to Overhaul Management

Fiscal 2016 Establishes Board of Directors Office
Splits Nomination and Compensation Committee			• Non-executive chairperson making proceedings more
Chairperson of Board of Directors becomes non-	Restructured			objective and deepening deliberations
executive director position	management and
Directors' review meetings established		•	Nomination Committee and Board of Directors led
strengthened
Fiscal 2017 Changes management structure			change in management structure and termination of
supervision to make
Boosts independence of Nominating and Compensation			management advisory system
committees	it outside director-
Establishes Board-driven agenda setting	led		•	Outside directors leading annual review of institutional
Reinforces internal controls, accounting procedures, and				design and Board composition
investor relations and disclosure structures
Fiscal 2018 Sets director terms at one year
Terminates management advisory system
Introduces two-tiered evaluation setup for CEO and				• Established Board of Directors Office directly under
directors					Board to directly reflect outside director views in
Establishes Governance Review Meeting					management
Fiscal 2019 Annually assesses institutional design and Board of		Established Board of
			Enhancing deliberations and consensus building for
Directors composition			•
	Directors-related
Deploys stock-linked compensation plan				resolutions of important proposals before Board
	structure
Strengthens independence in choosing prospective				meetings through Directors' review meetings
auditors
			• Constantly scrutinizing governance structure and
Fiscal 2020 Revises director bonus formula
(adopts return on capital and ESG indicators)					operations and sharing concerns in Governance
Reinforces succession plans
				Review Meetings and sharing concerns
Fiscal 2021 Steps up ROIC-based business portfolio management
Assesses senior management performances
Observes outside auditor participation in Nomination and				• Determining operating policy and agenda for intensive
Compensation committee meetings					deliberations by evaluating Board effectiveness
Fiscal 2022 Reviews governance structure		Had Board set			Created annual schedule for key agenda (for
(Changes composition of Board of Directors so majority of members			•
are outside directors, makes Chairperson of that body an outside		agendas			deliberation and decision making) and regular agenda
director, and sets up lead independent director position)					(monitoring) items
Creates Board culture
Sets up Outside Directors Meeting				• Operating to ensure timely decision-making and
Revises base compensation and bonus formula for					monitoring (notably through written resolutions and
directors					reports and remote access)
(for job grade compensation and target achievement)					2
(C) 2019		Ricoh Co. Ltd. All Rights Reserved

Enhancing Capabilities of Nomination Committee

Fiscal 2016 Establishes Board of Directors Office
Splits Nomination and Compensation Committee				•	A majority of members are outside directors, as is the
Chairperson of Board of Directors becomes non-executive
				chairperson
director position
Directors' review meetings established		Made committees		•	Enhanced auditor attendance and reporting to Board of
Fiscal 2017 Changes management structure
	more independent			Directors to improve transparency
Boosts independence of Nominating and
Compensation committees				•	Boosted objectivity and independence by ensuring that
Establishes Board-driven agenda setting
				all members other than CEO are outside directors
Reinforces internal controls, accounting procedures, and
investor relations and disclosure structures
Fiscal 2018 Sets director terms at one year
Terminates management advisory system
Introduces two-tiered evaluation setup for CEO and				•	Launched two-phase CEO evaluation system (deciding
directors
Establishes Governance Review Meeting					on whether to retain and evaluating performance)
Fiscal 2019 Annually assesses institutional design and Board of		Established process		•	Evaluating CEO in that person's absence
Directors composition
Deploys stock-linked compensation plan		for appointing,		•	Encouraging management improvements by feeding
Strengthens independence in choosing prospective		dismissing, and			back findings to CEO
auditors
	evaluating CEO
Fiscal 2020 Revises director bonus formula			•	Ensuring transparent evaluation and supervision of
(adopts return on capital and ESG indicators)）					suitability for continuation by reporting to Board of
Reinforces succession plans
				Directors
Fiscal 2021 Steps up ROIC-based business portfolio management
Assesses senior management performances
Observes outside auditor participation in Nomination
and Compensation committee meetings						Systematically and intensively discussing deliberation
Fiscal 2022 Reviews governance structure					•
(Changes composition of Board of Directors so majority of members						next generation of prospective executives, including for
are outside directors, makes Chairperson of that body an outside			Strengthened			key position successions
director, and sets up lead independent director position)
Creates Board culture			succession plans		•	Confirming performances of executive officers in line
Sets up Outside Directors Meetings						with business unit setup
Revises base compensation and bonus formula for						Providing objective external assessments and training
directors					•	3
(for job grade compensation and target achievement)
(C) 2019		Ricoh Co. Ltd. All Rights Reserved

(C) 2019 Ricoh Co. Ltd. All Rights Reserved

How Board is Tackling Adverse Business Climate

More thoroughly monitoring contingency plans

• Monitoring and supporting business execution to combat pandemic, geopolitical, and other risks

Enhancing post-pandemic prospect discussions

• Stepping up varying management capital deliberations for drive to become digital services company
• Supporting growth strategies (through acquisitions and collaboration)
• Switching significantly from gradualist to backcast-driven mid- term management plan formulation approach
• Employing capital policy that balances growth investments and shareholder returns
• Launching ROIC-based portfolio management

The Board and governance in times of volatility,

uncertainty, complexity, and ambiguity

• Strengthening supervision and enhancing deliberations through wide-ranging expertise
• • Having outside directors constitute majorities on Board of Directors and committees
  • Having outside director chair Board of Directors
  • Adopting lead independent directorships
• Setting up Outside Executive Meetings
• Establishing Board culture (basic decisions and actions on Spirit of Three Loves)

Ricoh Board Culture

1. Honor the Spirit of Three Loves, engaging with and respecting the interests of shareholders, customers, employees, partner companies, communities and society, and other stakeholders while overseeing management strategies and plans that help resolve social issues.
2. The chairperson shall objectively lead diverse and highly independent Board members in engaging and constructive deliberations that value a diversity of open and free viewpoints. Management shall faithfully reflect the results of deliberations.
3. Board members shall understand their social responsibilities, make robust decisions for the future, and oversee management's implementation of decisions, so Ricoh can enhance medium- and long-termcorporate value by delivering exceptional business growth, capital profitability, and ESG performances.

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