Board of Directors

Overview
Activity Status
Evaluation of Effectiveness of the Board of Directors
Skills Matrix
A Dialogue between Outside Directors

Overview

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 monitors the execution of duties by the directors and executive officers. 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.

Activity Status

Main Activities and Deliberations During the Fiscal Year Ended March 2025

The Board of Directors conducted activities including determining proposals to be submitted to the General Meeting of Shareholders, determining basic management policies, appointing executive officers, delegating authority to the representative executive officer regarding decisions on business execution, deliberating on the evaluation of effectiveness of the Board of Directors, and supervising the execution of duties by executive officers and others based on reports from executive officers and committees.

Evaluation of Effectiveness of the Board of Directors

As a part of efforts to establish a more sound and transparent corporate governance system, ORIX annually analyzes and evaluates the effectiveness of the Board of Directors to ensure the effectiveness of decision-making at Board of Directors meetings.
The results of an analysis and evaluation during the fiscal year ended March 2025 confirmed, among other things, that over 90% of the members of ORIX’s Board of Directors indicated our initiatives were “effective and appropriate” or “somewhat effective and appropriate,” and that the initiatives in the action plan for the fiscal year ended March 2025 led to an improvement in Board effectiveness. Consequently, the Board of Directors of ORIX was evaluated to be functioning effectively.

Summary of Evaluation

Evaluation Procedure

An outside consulting firm conducts a survey and individually interviews all directors based on their responses to the survey.
The outside consulting firm analyzes and evaluates the content of the survey responses and individual interviews.
Results of analysis and evaluation are reported to the Board of Directors. The Board holds discussions and develops an action plan.

Survey Content

Composition and operation of the Board of Directors meetings
Corporate ethics and risk management
Measurement of the effects of responses on policies for issues raised in the previous fiscal year
Effectiveness of the Nominating Committee, the Compensation Committee, and the Audit Committee
Corporate strategy and business strategy
Communication and cooperation with stakeholders

Results for Fiscal Year Ended March 2025 and Action Plan for Fiscal Year Ending March 2026

Action Plan for Fiscal Year Ended March 2025 (Prepared in May 2024)
Deepening discussion of medium- to long-term strategies and future direction was identified as an ongoing issue, and the Board of Directors formulated the following action plan. 1. Share the process for formulating the next medium-term business plan Directors will receive regular updates on the formulation process for the new medium-term business plan that will launch in the fiscal year ending March 2026. Sharing with outside directors will include important matters for fulfilling their role as a monitoring body, such as the roadmap for formulating the plan, perception of the environment and recognition of issues, overall strategy and corresponding business unit strategies, and targets the Board of Directors will monitor. 2. Share information on important initiatives in a timely fashion Information that is particularly important from the perspective of monitoring execution will be shared in a timely manner, without limiting the purpose of the information shared to resolutions. 3. Provide the perspective of investors and have outside directors hold dialogues with investors Through reports at Board meetings and other methods, we will enhance opportunities to share details of dialogues with investors and their opinions of ORIX. In addition, as in the previous fiscal year, we will continue to create opportunities for direct dialogue between outside directors and investors.

Action Plan for Fiscal Year Ended March 2025 (Prepared in May 2024)

Deepening discussion of medium- to long-term strategies and future direction was identified as an ongoing issue, and the Board of Directors formulated the following action plan.

1. Share the process for formulating the next medium-term business plan

Directors will receive regular updates on the formulation process for the new medium-term business plan that will launch in the fiscal year ending March 2026. Sharing with outside directors will include important matters for fulfilling their role as a monitoring body, such as the roadmap for formulating the plan, perception of the environment and recognition of issues, overall strategy and corresponding business unit strategies, and targets the Board of Directors will monitor.

2. Share information on important initiatives in a timely fashion

Information that is particularly important from the perspective of monitoring execution will be shared in a timely manner, without limiting the purpose of the information shared to resolutions.

3. Provide the perspective of investors and have outside directors hold dialogues with investors

Through reports at Board meetings and other methods, we will enhance opportunities to share details of dialogues with investors and their opinions of ORIX. In addition, as in the previous fiscal year, we will continue to create opportunities for direct dialogue between outside directors and investors.

Specific Initiatives and Evaluation Results of the Action Plan for the Fiscal Year Ended March 2025
1. Share the process for formulating the next medium-term business plan Initiative: The strategies and roadmap for the next medium-term business plan were shared with the Board of Directors in stages. Evaluation: Key issues related to the formulation process were communicated, establishing a foundation for strategic discussion. Going forward, monitoring during the execution phase will be essential. 2. Share information on important initiatives in a timely fashion Initiative: Important matters were shared flexibly, including outside formal meetings, strengthening information provision. Evaluation: Information sharing is sufficient and timely, and the communication of key matters continues to improve steadily. Looking ahead, a key challenge will be expanding the framework for supporting decision-making based on risk and return. 3. Provide the perspective of investors and have outside directors hold dialogues with investors Initiative: Reports on IR activities and on feedback from investors and analysts are provided. Two small meetings were held between several outside directors and investors from multiple companies. Evaluation: Through external engagement opportunities, directors were able to approach their duties with a sense of engagement and responsibility. Dialogue with investors provided valuable insights, and there is a strong desire to continue these efforts going forward.

Specific Initiatives and Evaluation Results of the Action Plan for the Fiscal Year Ended March 2025

1. Share the process for formulating the next medium-term business plan

Initiative: The strategies and roadmap for the next medium-term business plan were shared with the Board of Directors in stages.
Evaluation: Key issues related to the formulation process were communicated, establishing a foundation for strategic discussion. Going forward, monitoring during the execution phase will be essential.

2. Share information on important initiatives in a timely fashion

Initiative: Important matters were shared flexibly, including outside formal meetings, strengthening information provision.
Evaluation: Information sharing is sufficient and timely, and the communication of key matters continues to improve steadily. Looking ahead, a key challenge will be expanding the framework for supporting decision-making based on risk and return.

3. Provide the perspective of investors and have outside directors hold dialogues with investors

Initiative: Reports on IR activities and on feedback from investors and analysts are provided. Two small meetings were held between several outside directors and investors from multiple companies.
Evaluation: Through external engagement opportunities, directors were able to approach their duties with a sense of engagement and responsibility. Dialogue with investors provided valuable insights, and there is a strong desire to continue these efforts going forward.

Action Plan for Fiscal Year Ending March 2026 (Prepared in May 2025)
The following items will be positioned as ongoing discussion themes for the Board of Directors. 1. Discussion on the progress of the “Long-Term Vision” and “Medium-Term Business Plan” announced in May 2025 This discussion will build on and deepen last year’s action plan in order to enhance the effectiveness of monitoring the management strategy. In particular, the Board will continue discussions on the progress of the “ORIX Group Growth Strategy 2035,” which was established as the growth strategy for the ORIX Group. 2. Discussion on the role the Board of Directors should play in driving the “Long-Term Vision” and “Medium-Term Business Plan,” and in supporting the sustainable growth of the ORIX Group The Board of Directors will deepen discussions on its composition (number of people, the ratio of inside to outside directors, and diversity), as well as the skills and experience required of directors, with the aim of strengthening the overall governance structure in a way that aligns with the future direction of the ORIX Group. Reaffirm the positioning and roles of the three committees and further enhance collaboration between the Board of Directors, the three committees, and the executive team.

Action Plan for Fiscal Year Ending March 2026 (Prepared in May 2025)

The following items will be positioned as ongoing discussion themes for the Board of Directors.

1. Discussion on the progress of the “Long-Term Vision” and “Medium-Term Business Plan” announced in May 2025

This discussion will build on and deepen last year’s action plan in order to enhance the effectiveness of monitoring the management strategy.
In particular, the Board will continue discussions on the progress of the “ORIX Group Growth Strategy 2035,” which was established as the growth strategy for the ORIX Group.

2. Discussion on the role the Board of Directors should play in driving the “Long-Term Vision” and “Medium-Term Business Plan,” and in supporting the sustainable growth of the ORIX Group

The Board of Directors will deepen discussions on its composition (number of people, the ratio of inside to outside directors, and diversity), as well as the skills and experience required of directors, with the aim of strengthening the overall governance structure in a way that aligns with the future direction of the ORIX Group.
Reaffirm the positioning and roles of the three committees and further enhance collaboration between the Board of Directors, the three committees, and the executive team.

Skills Matrix

The members of the Board of Directors possess in-depth knowledge of ORIX’s diversified businesses across finance, operations, and investment, and collectively maintain a well-balanced range of expertise in areas such as taxation, accounting, and legal affairs. The Board also includes individuals with experience in key areas essential to ORIX’s business, namely global business, IT technology, and ESG. Expertise is assessed comprehensively, including industry experience.

Approach to the Key Skills and Experience of Directors
The skills and experience expected of the directors who supervise ORIX’s multifaceted business activities are as follows.

Corporate Management	In order to understand changes in the business environment, and create and implement appropriate growth strategies
Global Business	Necessary for ORIX as it expands its business globally
Finance and Business Investment	In order to deeply understand ORIX’s wide range of businesses
Business Knowledge	To serve as the basis of decision-making on important management matters in areas such as tax affairs, accounting, ERM, legal affairs, information technology, and ESG

Main Skills and Experience, etc. of Members of the Board of Directors
The table below does not represent all the knowledge and experience of each person, but indicates skills and experience that are considered significant.

Name	Main Skills and Experience, etc. of Members of the Board of Directors
Name	Date of Selection	Corporate Management	Global Business	Finance	Business Investment	Business Knowledge
Makoto Inoue	Jun 2010	〇	〇	〇	〇
Hidetake Takahashi	Jun 2024	〇	〇	〇	〇
Satoru Matsuzaki	Jun 2019	〇	〇	〇	〇
Stan Koyanagi	Jun 2017		〇	〇		〇 Enterprise Risk Management, Legal
Hiroshi Watanabe	Jun 2020	〇	〇	〇		〇 International finance, Tax affairs
Aiko Sekine	Jun 2020		〇			〇 International accounting
Chikatomo Hodo	Jun 2021	〇	〇			〇 IT technology
Noriyuki Yanagawa	Jun 2022			〇		〇 Economics and financial policies
Mami Yunoki	Jun 2025		〇			〇 International accounting
Miwa Seki	Jun 2025		〇	〇	〇	〇 ESG

Average tenure　4.4years　(As of the end of June 2025)

A Dialogue between Outside Directors

This dialogue between outside directors was held in August 2025.