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 2026

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 part of its 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.
As a result of the evaluation for the fiscal year ended March 2026, through the questionnaire and interviews, ORIX confirmed that the Board of Directors places particular emphasis on overseeing the risk management framework and engaging in dialogue with stakeholders, and that it is appropriately fulfilling its supervisory functions. In addition, among the issues identified in the fiscal year ended March 2025, initiatives such as providing appropriate opportunities for discussion on the progress of the Long-Term Vision and the Medium-Term Business Plan were highly evaluated, confirming the effectiveness of measures taken to address these issues. Based on these confirmations, ORIX assessed that the Board of Directors is functioning effectively and efficiently.

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 strategy and business strategy
Corporate ethics and risk management
Communication and cooperation with stakeholders
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

Results for the Fiscal Year Ended March 2026 and Action Plan for Fiscal Year Ending March 2027

Action Plan for Fiscal Year Ended 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 Ended 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.

Specific Initiatives and Evaluation Results of the Action Plan for the Fiscal Year Ended March 2026
1. Discussion on the progress of the “Long-Term Vision” and “Medium-Term Business Plan” announced in May 2025 Initiative: At Board of Directors meetings, discussions were held on the progress of the Medium-Term Business Plan, key issues, and the status of initiatives aimed at achieving the consolidated ROE targets. In reports on the execution of duties to the Board, the progress of major matters was reported in a timely manner. In business unit briefings, each division presented its business strategies aligned with the “ORIX Group Growth Strategy” to the Board, contributing to a deeper understanding among outside directors. Evaluation: Going forward, KPIs will need to be streamlined to a certain extent, and regular monitoring will be required. In addition, a review of the significance of the three-year Medium-Term Business Plan itself will be considered. 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 Initiative: In discussions at the Nominating Committee regarding candidates for outside directors, priority skill areas were reviewed with due consideration given to the overall coverage of the medium-term skills matrix. At the same time, taking into account that ORIX is in a CEO succession period, discussions were also held on the framework necessary to ensure the Board can continue to effectively fulfill its monitoring function. Evaluation: With the launch of the new executive structure, it has become increasingly important for the Board of Directors to discuss and further evolve a governance framework that contributes to ORIX’s growth. Further in-depth discussions from this perspective will be required.

Specific Initiatives and Evaluation Results of the Action Plan for the Fiscal Year Ended March 2026

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

Initiative: At Board of Directors meetings, discussions were held on the progress of the Medium-Term Business Plan, key issues, and the status of initiatives aimed at achieving the consolidated ROE targets. In reports on the execution of duties to the Board, the progress of major matters was reported in a timely manner. In business unit briefings, each division presented its business strategies aligned with the “ORIX Group Growth Strategy” to the Board, contributing to a deeper understanding among outside directors.
Evaluation: Going forward, KPIs will need to be streamlined to a certain extent, and regular monitoring will be required. In addition, a review of the significance of the three-year Medium-Term Business Plan itself will be considered.

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

Initiative: In discussions at the Nominating Committee regarding candidates for outside directors, priority skill areas were reviewed with due consideration given to the overall coverage of the medium-term skills matrix. At the same time, taking into account that ORIX is in a CEO succession period, discussions were also held on the framework necessary to ensure the Board can continue to effectively fulfill its monitoring function.
Evaluation: With the launch of the new executive structure, it has become increasingly important for the Board of Directors to discuss and further evolve a governance framework that contributes to ORIX’s growth. Further in-depth discussions from this perspective will be required.

Action Plan for the Fiscal Year Ending March 2027 (Prepared in May 2026)
The following items will be positioned as ongoing discussion themes for the Board of Directors. 1. Enhancing the effectiveness of involvement in strategic decision-making To ensure the timely sharing of strategies and material matters, including the underlying review and decision-making processes on the management side. To increase opportunities for explanations by Business Unit COOs as well as the Group CFO, the Group CSO, and the Group CRO, thereby providing multilayered and multifaceted perspectives. To allocate more time to discussions on key agenda items to ensure sufficient deliberation. 2. Evolution of the composition of the Board of Directors through a redefinition of its expected roles To deepen discussions on the roles and responsibilities that the Board of Directors and the three Committees are expected to fulfill as oversight bodies and foster a shared understanding. To review and refine the information to be shared by the three Committees with the Board of Directors (including scope, frequency, and methods). To deepen discussions on the skills and experience required of directors, in addition to diversity and independence, to establish a board composition aligned with ORIX’s future direction. 3. Further facilitating and revitalizing communication between outside directors and management To create opportunities for flexible and open dialogue between outside directors and management. To deepen mutual understanding of expectations and effectively leverage the insights and advice of outside directors in management.

Action Plan for the Fiscal Year Ending March 2027 (Prepared in May 2026)

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

1. Enhancing the effectiveness of involvement in strategic decision-making

To ensure the timely sharing of strategies and material matters, including the underlying review and decision-making processes on the management side.
To increase opportunities for explanations by Business Unit COOs as well as the Group CFO, the Group CSO, and the Group CRO, thereby providing multilayered and multifaceted perspectives.
To allocate more time to discussions on key agenda items to ensure sufficient deliberation.

2. Evolution of the composition of the Board of Directors through a redefinition of its expected roles

To deepen discussions on the roles and responsibilities that the Board of Directors and the three Committees are expected to fulfill as oversight bodies and foster a shared understanding.
To review and refine the information to be shared by the three Committees with the Board of Directors (including scope, frequency, and methods).
To deepen discussions on the skills and experience required of directors, in addition to diversity and independence, to establish a board composition aligned with ORIX’s future direction.

3. Further facilitating and revitalizing communication between outside directors and management

To create opportunities for flexible and open dialogue between outside directors and management.
To deepen mutual understanding of expectations and effectively leverage the insights and advice of outside directors in management.

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, legal, compliance, 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
Hidetake Takahashi	June 2024	〇	〇	〇	〇
Satoru Matsuzaki	June 2019	〇	〇	〇	〇
Shuji Irie	June 2026	〇	〇	〇	〇
Masataka Yamada	June 2026	〇	〇	〇	〇
Hiroshi Watanabe	June 2020	〇	〇	〇		〇 International finance, Tax affairs
Chikatomo Hodo	June 2021	〇	〇			〇 Information technology
Noriyuki Yanagawa	June 2022			〇		〇 Economics and financial policies
Mami Yunoki	June 2025		〇			〇 International accounting
Miwa Seki	June 2025		〇	〇	〇	〇 ESG
Akiko Hosokawa	June 2026		〇	〇		〇 Legal, Compliance

A Dialogue between Outside Directors

This dialogue between outside directors was held in August 2025.