Corporate Governance

As of Jan 1, 2012

ORIX's corporate governance system is characterized by

• separation of operation and oversight through a "Company with Committees" model
• Nominating, Audit and Compensation Committees each comprised solely of outside directors
• strict conditions for outside director independence
• outside directors highly qualified in their respective fields

ORIX adopted the "Company with Committees" board model in June 2003, and then the new "Company with Committees" board model in line with the enactment of the Companies Act of Japan in May 2006, as outlined below with the aim of further enhancing management and operational oversight and to speed up management decision-making and operations. We believe that swift execution of operations is vital in order for business activities to respond to changes in the business environment.

Furthermore, oversight by directors is separated from the execution of operations with the three committees (Nominating, Audit and Compensation Committees) that form the heart of the board of directors. Each committee is comprised solely of outside directors to help avoid conflicts of interest with our shareholders.

In addition, all outside directors must meet the specific conditions necessary for director independence as set forth by the Nominating Committee.

We believe that this has resulted in a governance system that leads to improved management transparency by creating a system where outside directors with expertise in their respective fields can adequately advise on the legal compliance and appropriate execution of operations.