Corporate Governance at ORIX

Basic Views on Corporate Governance
Evolution of Corporate Governance

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

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.

1999：Introduced Outside Director System

2003：Transitioned to a “Company with Committees” board model (currently a “Company with Nominating Committee, etc.”)

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 corporate governance as a management oversight function since its founding. The current corporate governance framework requires 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 management itself 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 June 28, 2024. ORIX will continue to carefully examine this matter in light of amendments to laws and regulations and environmental changes and act if necessary.