Board of Directors
The Board of Directors carries out decisions related to items that, either as a matter of law or pursuant to our Articles of Incorporation, cannot be delegated to executive officers, such as management policies and basic policy on the internal control system, and other important items as determined by the regulations of the Board of Directors. The Board of Directors sometimes delegates certain decision-making authority regarding operational execution, except for matters decided by itself, to the representative executive officer to promote decision-making efficiency and operational execution.Furthermore, the Board of Directors monitors basic policies decided by itself on a regular basis and receives reports from executive officers and the three committees regarding execution status of their respective duties. Accordingly, the Board of Directors collects information and monitors the appropriateness of operational execution based on such information.
Our policy concerning the Board of Directors is that it shall be made up of directors including outside directors with diverse knowledge and experience and shall have an appropriate number of members that does not impede effective and efficient deliberations.
Skills Matrix
| Name | Main skills and experience of candidates for Members of the Board of Directors | ||||
|---|---|---|---|---|---|
| Corporate Management | Global Business | Finance Business | Investment | Business Knowledge | |
| Makoto Inoue | 〇 | 〇 | 〇 | 〇 | |
| Satoru Matsuzaki | 〇 | 〇 | 〇 | 〇 | |
| Stan Koyanagi | 〇 | 〇 | 〇 Enterprise Risk Management, Legal |
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| Yasuaki Mikami | 〇 | 〇 | 〇 | 〇 | |
| Hidetake Takahashi | 〇 | 〇 | 〇 | 〇 | |
| Michael Cusumano | 〇 IT technology |
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| Sakie Akiyama | 〇 | 〇 | 〇 Technology |
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| Hiroshi Watanabe | 〇 | 〇 | 〇 | 〇 International finance, Tax affairs |
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| Aiko Sekine | 〇 International accounting |
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| Chikatomo Hodo | 〇 | 〇 | 〇 IT technology |
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| Noriyuki Yanagawa | 〇 | 〇 Economics and financial policies |
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- Concept of Main skills and experience, etc. of Member of the Board of Directors
This represents each persons’ skills and experience particularly expected of Directors that supervise ORIX’s multifaceted business activities. This table does not represent all of the knowledge and experience of each person, but indicates skills and experience that are considered significant.
・“Corporate Management” in order to understand changes in the business environment, and create and implement appropriate growth strategies
・“Global Business,” which is necessary for ORIX as it develops business globally
・“Finance” and “Business Investment” in order to deeply understand ORIX’s wide range of businesses
・“Business Knowledge,” such as “tax affairs, accounting,” “ERM, legal” and “IT technology,” which is the basis of decision-making on important management matters
Evaluation of Effectiveness of the Board of Directors
As a part of establishing a further sound and transparent corporate governance system, ORIX annually analyzes and evaluates the effectiveness of the Board of Directors meeting to ensure the decision-making by the Board of Directors meeting.
An overview of the effectiveness of the Board of Directors for FY24.3 is as follows.
Evaluation Process
- In addition to the operational agenda which relates to the effectiveness of the decision-making by the Board of Directors meeting, to achieve continuous growth under the complex and discontinuously changing business environment, the questionnaires were provided and interviews were performed with all of the Board of Directors so that the agenda related to corporate governance, which should be considered to enhance the governance system further, can be confirmed and the discussion was held upon the Board of Directors meeting based on the results of the questionnaires and interviews.
- The recent evaluation was conducted with the support of an outside consulting firm as in the previous year so that the recognition of the Board of Directors regarding the composition of the Board of Directors meeting and other committees, operation, and discussion items of the Board of Directors meeting can be ensured objectively. Based on the analysis and evaluation of the outside consulting firm, the action plan for this fiscal year for enhancing the effectiveness of the Board of Directors meeting was discussed at the Board of Directors meeting.
Schedule
- February 2024: The policy of analyzing and evaluating the effectiveness of the Board of Directors meeting was agreed upon at the Board of Directors meeting.
- February to April 2024: The questionnaires were provided and an interview was conducted based on the results of the questionnaire.
- May 2024: Reported the result of the analysis and evaluation to the Board of Directors meeting and held discussion about the subject to formulate the action plan.
Questionnaire Contents
- Composition and operation of the Board of Directors meeting
- Corporate strategy and business strategy
- Corporate ethics and risk management
- Communication with Stakeholders
- Measurement of effectiveness of the last year’s action plan
- Effectiveness of the Nominating Committee, the Compensation Committee, and the Audit Committee
Overview of the Evaluation Results
Based on the fact that more than 80% of the respondents answered "effective or appropriate" or "relatively effective or appropriate" in the questionnaire and the fact that action plan in the previous year was confirmed to have led to an improvement in effectiveness, it is evaluated that the Board of Directors meeting of ORIX is effectively functioning.
Action Plan
Based on the results of the questionnaire, the Board of Directors has recognized that deepening the discussion regarding mid-to-long-term strategies and future direction will lead to further improvements in effectiveness and has formulated the following policies as an action plan.
- Sharing the process of formulating a new mid-term business plan
Sharing the process of formulating a new mid-term plan for the fiscal year ending March 31, 2026 and beyond with directors on a regular basis to enhance the effectiveness of monitoring related to management strategy. Sharing important matters with outside directors to assist fulfillment of their role as a monitoring board, such as the roadmap for planning, awareness of the environment and recognition of issues, overall strategy and corresponding divisional strategies, and targets to be monitored by the Board. - Timely information sharing on important initiatives
Reporting the status of particularly critical matters in a timely manner in view of the size of the investment or lending and its financial impact.Striving to share information that is material from the perspective of monitoring by the management side without limiting the purpose of information sharing to resolutions. - Providing investors' perspectives and having dialogues with investors by outside directors
Expanding opportunities to share the content of dialogues with investors as well as investors' evaluation of ORIX with outside directors through reports at Board of Directors meetings.Setting up opportunities for outside directors to engage in direct dialogue with investors in order to understand their interests and take appropriate actions based on such understandings.