Corporate Governance at ORIX

Approach to Corporate Governance
Evolution of Corporate Governance

Approach to 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 execution and supervision through a “Company with Nominating Committee, etc.” board model;
・Nominating, Audit and Compensation Committee composed entirely of outside directors;
・All outside directors satisfying “Requirements for Independent Directors”; and
・All outside directors being highly qualified in their respective fields.

Evolution of Corporate Governance

1964：Adopted U.S. GAAP

In order to present itself in an accurate and transparent fashion to investors, ORIX has been applying U.S. GAAP in its financial reporting since its founding in 1964.

1970：Listed on the second section of the Osaka Securities Exchange

Six years after its founding, ORIX listed its shares on the second section of the Osaka Securities Exchange. Going public reflected the Company’s aspiration to be a responsible member of society with transparency and accountability in its governance.

1997：Established Advisory Board

ORIX spearheaded the strengthening of corporate governance through measures such as establishing an Advisory Board, a committee composed entirely of outside advisors who provide advice to management, in 1997 and introducing a Corporate Executive Officer System in 1998.

1998：Introduced Corporate Executive Officer System and listed on the New York Stock Exchange

In 1998, ORIX adopted the Corporate Executive Officer System, which separates the supervisory function (Board of Directors) and business execution (Executive Officers). In the same year, ORIX listed its shares on the New York Stock Exchange after considering the growing number of foreign shareholders and the benefit of strengthening corporate governance through the more stringent disclosure requirements of the SEC.

2003：Adopted the “Company with Committees” board model^*

ORIX welcomed its first Outside Director in 1999 and adopted the “Company with Committees” board model* in 2003. All of the current Outside Directors meet the independence criteria prescribed by the Tokyo Stock Exchange.

Adopted the new “Company with Nominating Committee, etc.” board model in line with the amendment of the Companies Act of Japan in 2015.

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 its management oversight since its founding. The current corporate governance framework requires a high level of discipline from the managers, but we believe this is how corporate governance is supposed to be.

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 cross-sharehold listed shares.

Adoption of Takeover Defense Measures
ORIX has not adopted takeover defense measures as of January 16, 2024. ORIX will take into account changes in laws and its operating environment if considering a change to this position.