Corporate Governance: Our Approach and Strengthening Initiatives

Basic Approach to Corporate Governance
Compliance with the Corporate Governance Code
Initiatives to Enhance Corporate Governance

Basic 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 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.

Compliance with the Corporate Governance Code

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 reviews listed shares held as investment securities for purposes other than pure investment by comprehensively examining their necessity in light of our business strategy and business activities, including the maintenance or strengthening of business relationships, as well as by comparing the benefits and risks associated with such holdings with the cost of capital. Shares that are deemed to have a diminished rationale for holding will be reduced, including through sale, taking into account the circumstances of the respective companies. The rationale for holding is reviewed once a year for each individual shareholding by the Executive Committee, whose members include the Group CEO as the Representative Executive Officer, and is reported to the Board of Directors. We determine how to exercise voting rights on a proposal-by-proposal basis, and no uniform policy has been established in advance.

Anti-Takeover Measures in Place
ORIX has not introduced any anti-takeover measures as of June 30, 2026. ORIX will continue to carefully examine this matter in light of amendments to laws and regulations and environmental changes and act if necessary.

Initiatives to Enhance Corporate Governance

Providing new value and contributing to society through business initiatives are fundamental to ORIX. We also believe that client trust is essential when it comes to expanding our business and achieving sustainable growth. A highly transparent governance framework that enables swift decision-making is essential in gaining stakeholder trust and achieving sustainable growth.
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. The table below elucidates the initiatives that ORIX has emphasized in strengthening its corporate governance framework.

	Key Initiatives	Objectives
Overall 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 2003 Transitioned to a “Company with Committees” board model (currently a “Company with Nominating Committee, etc.”)	Communicate results and businesses accurately to investors Increase corporate value Separate management supervision and execution to raise the efficiency of execution of operations Increase convenience for foreign shareholders Ensure the involvement and counsel of independent outside directors regarding executive personnel and compensation Appoint managers and determine their compensation from the perspective of shareholders
Management Team Diversity	1999 Introduced an outside director system 2003 Began appointing non-Japanese outside directors 2010 Began appointing female outside directors 2017 Outside directors make up at least half of the Board of Directors 2021 Disclosed skill matrix for all directors 2022 Outside directors comprise the majority of the Board of Directors	Strengthen supervision Ensure objectivity in determining risk by using people with diverse backgrounds Operation led by outside directors
Evaluation of Effectiveness of the Board of Directors	2016 Evaluation of effectiveness of the Board of Directors initiated 2022 Appointment of an outside consulting firm Key initiatives to improve effectiveness implemented since 2016 Establishing occasions exclusively for outside directors to exchange opinions; providing information on investor perspectives; setting up opportunities to explain mid- to long-term strategies of business units to outside directors; and creating opportunities for outside directors to have dialogue with institutional investors.	Sufficiently deliberate on Board of Directors agenda items and improve the quality of deliberation Incorporate the third-party perspective of an outside consulting firm in evaluations Strengthen the system for sharing information among outside directors Help outside directors deepen their understanding of our businesses Understand investors’ concerns
Compensation System	1997 Introduced stock option plan 2002 Abolished retirement bonuses 2005 Initiated share component of compensation Began reflecting business unit performance in addition to Company-wide performance in annual bonuses from the fiscal year ended March 2017 Increased ratio of performance-based compensation for directors and executive officers in the fiscal year ended March 2021 Began reflecting the status of ESG initiatives in qualitative evaluations for annual bonuses in the fiscal year ended March 2022 2023 Implemented a compensation clawback policy Began reflecting progress toward ESG-related key goals in quantitative evaluations for annual bonuses in the fiscal year ended March 2024^* 2027 introduced a Performance Share Unit plan (“the PSU Plan”) as a performance-linked share-based compensation plan Applicable to executive officers at managing executive officer level and above	Emphasis on not only short-term performance but also medium- to long-term outcomes Fostering motivation to contribute to medium- to long-term corporate value enhancement and sustainable growth, including efforts to address ESG issues Sharing value with shareholders through stock-based compensation Ensuring an objective and highly transparent compensation decision-making process