Corporate Governance at ORIX
Basic Views on Corporate Governance
- ORIX believes that a robust corporate governance system is essential for ensuring objective management and carrying out appropriate business activities in line with its core policies. We have therefore established a sound and transparent corporate governance system.
- ORIX’s corporate governance system is characterized by:
・Separation of operation and oversight through a “Company with Nominating Committee, etc.” board model;
・Nominating, Audit, Compensation Committees composed entirely of outside directors;
・All outside directors satisfying strict conditions for independence; and
・All outside directors being highly qualified in their respective fields.
Evolution of Corporate Governance
- 1964:Adopted U.S. GAAP
- 1970:Listed on the second section of the Osaka Securities Exchange
- 1997:Established Advisory Board
- 1998:Introduced Corporate Executive Officer System and listed on the New York Stock Exchange
- 1999:Introduced Outside Director System
- 2003:Transitioned to a “Company with Committees” board model (currently a “Company with Nominating Committee, etc.”)
- 2006:Adopted the new “Company with Committees” board model in line with the enactment of the Companies Act of Japan
- 2015:Adopted the new “Company with Nominating Committee, etc.” board model in line with the amendment of the Companies Act of Japan
This is how ORIX has been strengthening corporate governance as a management oversight function since its founding. The current corporate governance framework requires our management to maintain a high level of discipline; we believe this is crucial and necessary in achieving a sound, secure corporate governance system, both for our management members themselves and from a corporate management perspective.
Compliance with the Corporate Governance Code
ORIX complies with all principles of the Corporate Governance Code.
Corporate Governance Code (June 11, 2021)
Cross-Shareholdings
ORIX does not engage in cross-shareholdings of publicly traded shares.
Anti-Takeover Measures in Place
ORIX has not introduced any anti-takeover measures as of January 16, 2025. ORIX will continue to carefully examine this matter in light of amendments to laws and regulations and environmental changes and act if necessary.