Audit Committee

Overview

Activity Status

Main Activities and Deliberations During the Fiscal Year Ended March 2025

Matters Resolved
Approval of the Audit Committee Audit Plan and compensation for the independent public accountants, evaluation and reappointment of the independent public accountants, decision on the Group Internal Audit Department’s mid-term audit policy and annual audit plan, and preapproval for outsourcing of non-auditing work and other duties.

Matters Reported
Business execution reports by the CEO and executive officers, report on the Group Internal Audit Department’s activities, internal control-related functions activity report, financial report, and accounting audit report.

• The Audit Committee established regular occasions for review of the audit plan and audit activities and examination of their direction for purposes including enhancing discussions at committee meetings and strengthening cooperation among committee members, and collected information necessary for audit activities related to the current status of each business, business strategy, project progress, and other matters through on-site visits, briefing sessions and other measures.

Policies on Auditing

The Audit Committee has established the following four items as its fundamental policies:

• The Committee shall monitor and verify the content of resolutions made by the Board of Directors concerning the ORIX Group’s internal control system and the formulation and status of operations of the Group’s internal control systems. In particular, it shall consider the validity and effectiveness of compliance systems, systems to ensure the credibility of financial reporting, and risk management systems.
• The Committee shall monitor and verify whether directors, executive officers, and employees under the supervision of executive officers are complying with laws, ordinances, and the provisions of the Articles of Incorporation in fulfilling their obligations of loyalty and due diligence, as well as any other legal obligations to the Group.
• The Committee shall monitor and verify whether executive officers are determining the execution of their duties and carrying out said duties in a sound, fair, appropriate, and efficient manner in accordance with basic management policies, medium-term management plans, and other plans and policies established by the Board of Directors.
• To ensure the fairness and credibility of audits, the Committee shall monitor and verify whether the independent certified public accountants are maintaining an unbiased attitude and an independent position and conducting appropriate audits as a professional expert.

Auditing System

• The Audit Committee which consists of three outside directors evaluates the Group’s internal control systems from an independent standpoint and may appoint outside experts to conduct its duties if necessary. Aiko Sekine and Mami Yunoki are qualified as certified public accountants and have extensive knowledge in finance and accounting as professional accountants.
• Based on these fundamental policies, the Audit Committee verifies the status of the performance of duties and the formulation and status of operations of internal control systems with the representative executive officer and the heads of internal control-related and accounting departments. The Audit Committee also has access to external experts necessary to carry out its duties.
• The Audit Committee Secretariat which includes four staff members, supports the work of the Audit Committee under the Audit Committee’s instructions. The appointment and evaluation of, changes to, and disciplinary action toward the staff of the Audit Committee Secretariat are carried out by the executive officer responsible for the Group Internal Audit Department with the approval of the Audit Committee.