Exhibit 1.3
(Translation)
REGULATIONS OF THE BOARD OF DIRECTORS
(Purpose)
Article 1. These Regulations shall set forth matters concerning the role and
function of the Board of Directors of the Company, the management of the
meeting of the Board of Directors of the Company and matters to be resolved
thereof.
(Application)
Article 2. Any matters with regards to the Board of Directors shall be
governed by these Regulations in addition to the applicable laws and ordinances
and the Articles of Incorporation.
(Role and Function)
Article 3. The Board of Directors of the Company shall conduct
decision-making activities as to important matters set forth in the applicable
laws and ordinances, the Articles of Incorporation and these Regulations
relating to the Company and the Ricoh group companies, as well as supervise the
management of all Ricoh group companies. The Board of Directors shall allocate
management resources through deliberation and approval of management policy and
the decision-making activities of other important matters. The Board of
Directors shall motivate senior management by supervising and evaluating the
state of execution of management policy, and by making appointment and removal
decisions as well as determining the compensation levels of senior management
based on the state of execution of management policy. With respect to the
deliberations of the Board of Directors, the Board of Directors shall place
importance on social responsibility, compliance and increasing transparency in
their deliberations.
(Organization)
Article 4. The Board of Directors shall consist of all Directors.
(Attendance by Corporate Auditors)
Article 5. Corporate Auditors shall attend the meetings of the Board of
Directors and, when necessary, express their opinions at the meeting.
(Types of Meetings of the Board of Directors)
Article 6. Meetings of the Board of Directors shall consist of ordinary
meetings of the Board of Directors and extraordinary meetings of the Board of
Directors. Ordinary meetings of the Board of Directors shall be held
periodically at least once every three (3) months, and extraordinary meetings
of the Board of Directors shall be held whenever necessary.
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(Committee)
Article 7. The Company shall establish a Nomination and Compensation
Committee as a committee within the Board of Directors. The composition,
function, management, etc. of the Nomination and Compensation Committee shall
be set forth separately.
(Chairman)
Article 8. The Chairman of the Board of Directors shall be appointed from
the Directors by a resolution of the Board of Directors. If the Chairman of the
Board of Directors is unable to act, another Director shall be appointed as the
Chairman of the Board of Directors, in accordance with the order determined in
advance by the Board of Directors.
(Person Convening Meetings)
Article 9. A meeting of the Board of Directors shall be convened by the
Chairman of the Board of Directors. In case the Chairman is unable to act, one
of the other Directors shall convene the meeting of the Board of Directors in
accordance with the order determined in advance by resolution of the Board of
Directors. Each Director and Corporate Auditor may request convocation of a
meeting of the Board of Directors by submitting a document that includes an
agenda and sets forth the reason for such meeting to the person with the right
to convene such meeting. If a notice of convocation of a meeting of the Board
of Directors to be held within two (2) weeks from the date of such request is
not dispatched within five (5) days of such request, the Director or Corporate
Auditor who requested such meeting may convene a meeting of the Board of
Directors.
(Convocation Notice)
Article 10. Notice of a meeting of the Board of Directors shall be
dispatched to each Director and each Corporate Auditor three (3) days before
the date of meeting; provided, however, that such period may be shortened in
case of emergency. A meeting of the Board of Directors may be held without
going through the procedure for calling, if so agreed by all the Directors and
the Corporate Auditors.
(Resolution)
Article 11. Resolutions of the Board of Directors shall be adopted by the
affirmative vote of a majority of the Directors present at the meeting, whereby
a majority of all Directors shall constitute a quorum. A Director who has a
special interest in any proposal that is deliberated by the Board of Directors
shall not be entitled to vote on such matter.
(Omission of Resolution)
Article 12. The Company shall deem that the resolution of the Board of
Directors has been adopted if the requirements under Article 370 of the
Corporation Law are satisfied
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(Attendance by Third Parties)
Article 13. The Board of Directors may request any person other than
Directors and Corporate Auditors to attend a meeting of the Board of Directors
and to provide reports or opinions whenever necessary.
(Matters to be Resolved)
Article 14. The following matters shall be resolved at a meeting of the
Board of Directors:
1. Statutory matters
1-1 Establishment, relocation and closure of a branch and other important
organizations;
1-2 Transfer and acquisition of business and disposal and acquisition of
important assets;
1-3 A significant amount of borrowing, donation, capital contribution,
loan, guarantee, furnishing of collateral and waiver of indebtedness;
1-4 Appointment and removal of a Representative Director, manager and
other important employees;
1-5 Approval of transactions in competition with the Company by a
Director, transactions between a Director and the Company, and
transactions in which there is a conflict of interest between a
Director and the Company;
1-6 Invitation of parties to underwrite new shares;
1-7 Stock splits;
1-8 Increase of the total number of shares to be issued by the Company at
the ratio in accordance with a stock split and amendments to the
Articles of Incorporation pursuant to such increase;
1-9 Interim dividends;
1-10 Issuance of corporate bonds and bonds with stock purchase warrants;
1-11 Approval of the financial documents and business reports, and other
annexed specifications;
1-12 Determination regarding the convocation of a meeting of the
shareholders and its agenda;
1-13 Determination regarding matters delegated by a resolution of the
meeting of the shareholders;
1-14 Acquisition of its own stock by the Company based on a resolution
adopted at the meeting of the shareholders;
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1-15 Acquisition of its own stock owned by a subsidiary of the Company;
1-16 Elimination of the treasury stock by the Company;
1-17 Amendments to the Articles of Incorporation as a result of a decrease
in the number of shares per unit or abolishment of the unit system;
1-18 Invitation of parties to underwrite new stock purchase warrants;
1-19 Computerization of exercising voting rights at a shareholders'
meeting;
1-20 Development of a system tht ensures that the performance of their
duties by Directors is in compliance with the law and ordinances and
the Articles of Incorporation, and other systems as provided for by a
Ministerial Ordinance of the Ministry of Justice as necessary to
ensure the adequacy of the Company's operations; and
1-21 Other matters stipulated by the applicable laws and ordinances.
2. Matters authorized by the Articles of Incorporation
2-1 Acquisition of its own stock by the Company;
2-2 Designation of an administrator of the register of shareholders and
its handling offices; and
2-3 Establishment, amendment or abolishment of the Share Handling
Regulations.
3. Other important matters relating to the execution of business of the
Company.
(Business Affairs of Company)
Article 15. Pursuant to the applicable laws and ordinances, the Articles of
Incorporation and these Regulations, a Representative Director shall execute
the business of the Company and act as a representative of the Company to third
parties as part of his duties. In the event that there are more than one
(1) Representative Directors, a Representative Director who is also the
President shall be the chief executive officer of the Company.
(Matters to be reported to the Board of Directors and the Board of Corporate
Auditors)
Article 16. The Board of Directors shall receive reports concerning the
following matters:
1-1 The President shall report on the conditions of the execution of the
business of the Company to the Board of Directors at least once every
three (3) months. The President may cause any other person to provide
a report on his/her behalf.
1-2 The Board of Directors shall receive reports on the following matters
by the relevant Directors:
(i) Transactions in competition with the Company by a Director,
transactions between a Director and the Company, and
transactions in which there is a
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conflict of interest between a Director and the Company
(Paragraph 1, Article 356 of the Corporation Law); and
(ii) Other important matters.
1-3 The Board of Directors shall receive reports on the summary of the
deliberations of a meeting of the Nomination and Compensation
Committee and the results thereof.
2. The Board of Directors shall receive reports on matters set forth by the
appicabe laws and ordinances (Article 382 of the Corporate Law) from the
Corporaion Auditors.
(Minutes)
Article 17. The summary and results of the proceedings of a meeting of the
Board of Directors and other matters set forth by the laws and ordinances shall
be recorded in the minutes of the meeting of the Board of Directors, to which
each Director and Corporate Auditor shall print his/her name and affix his/her
seal, and which minutes shall be kept in safe-keeping by the Company, pursuant
to the laws and ordinances. Such minutes shall be kept for ten (10) years at
the principal office of the Company.
(Board of Directors Clerical Office)
Article 18. The Chief Secretary shall handle any administrative matters
concerning the Board of Directors.
(Other Matters)
Article 19. Any matters relating to the administration of the meetings of
the Board of Directors which are not provided for by the applicable laws and
ordinances, the Articles of Incorporation or these Regulations shall be
determined by the Chairman.
(Amendment to or Abolition of These Regulations)
Article 20. The amendment to or abolishment of these Regulations shall be
subject to the resolution by the Board of Directors.
SUPPLEMENTARY PROVISIONS
Date of Establishment and October 1, 1982
Enactment:
Date of Enactment of Amendment: July 1, 1977
February 7, 1978
September 21, 1982
October 1, 1987
Date of Confirmation: October 1, 1997
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Date of Enactment of Amendment: June 26, 1998
June 29, 2000
October 1, 2001
May 1, 2002
June 25, 2004
June 28, 2005
November 1, 2005
May 1, 2006
June 28, 2006
Approved by: The Board of Directors
Section in Charge: Secretariat Office
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