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 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 (the Group CEO, and the Group COO) 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 | |
| Hidetake Takahashi | 〇 | 〇 | 〇 | 〇 | |
| Satoru Matsuzaki | 〇 | 〇 | 〇 | 〇 | |
| Stan Koyanagi | 〇 | 〇 | 〇 Enterprise Risk Management, Legal |
||
| Yasuaki Mikami | 〇 | 〇 | 〇 | 〇 | |
| Hiroshi Watanabe | 〇 | 〇 | 〇 | 〇 International finance, Tax affairs |
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| Aiko Sekine | 〇 | 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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| Mami Yunoki | 〇 | 〇 International accounting |
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| Miwa Seki | 〇 | 〇 | 〇 | 〇 ESG |
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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,” “IT technology,” and “ESG” 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 FY25.3 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 2025: 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 2025: The questionnaires were provided and an interview was conducted based on the results of the questionnaire.
- May 2025: 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
More than 90% of the responses answered "effective or appropriate" or "relatively effective or appropriate" in the questionnaire. Furthermore, through individual interviews with each director and deliberations at the Board of Directors meetings, it was confirmed that the action plan for the fiscal year ending March 2025 contributed to enhancing the effectiveness of the Board. Based on this, we concluded that our Board of Directors is functioning effectively and efficiently.
Action Plan
Based on the results of the questionnaire and interviews with each director, as well as the deliberations at the Board of Directors meetings, the following items will be set as ongoing discussion themes for the Board as part of this fiscal year’s action plan.
- Discussion on the progress of the "Long-Term Vision" and the "New Three-Year Plan" announced in May 2025.
- To enhance the effectiveness of monitoring management strategies, we will continue and further develop the action plan from the previous fiscal year.
- In particular, we will engage in ongoing discussions regarding the progress of the "ORIX Group Growth Strategy," which has been established as the growth strategy for the ORIX Group.
- Discussion on the ideal role of the Board of Directors in promoting the "Long-Term Vision" and the "New Three-Year Plan," as well as in supporting the sustainable growth of the ORIX Group.
- Deepening discussions on the composition of the Board of Directors (such as the number of members, the ratio of internal to external directors, and diversity), as well as the skills and experience required of directors, in order to further enhance a governance structure that aligns with the future direction of the ORIX Group.
- Reaffirming the positioning and roles of the three committees, and further strengthening collaboration between the Board of Directors, the three committees, and the executive team.