Board of Directors

Skills Matrix

• Concept of Main skills and experience, etc. of candidates for 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 FY2023.3 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 2023: The policy of analyzing and evaluating the effectiveness of the Board of Directors meeting was agreed upon at the Board of Directors meeting.
• March to April 2023: The interview was conducted based on the results of the questionnaire.
• May 2023: 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

As a result of the analysis and evaluation below, it is evaluated that the Board of Directors meeting of ORIX is effectively functioning.

• The members of the Board of directors have diverse backgrounds.
• Majority of the members are well-experienced outside directors, and most of the authorities related to decision-making are delegated to the management side.
• The Board of Directors meetings are operated with a system effectively supervising the management.
• Executive officers and the administration office of the Board of Directors meeting are responding to the request required by the outside directors and spontaneously tackling to improve the effectiveness of the Board of Directors meeting further.
• The relationship of trust is built between the management side and the board members.

Action Plan

Deepening the discussion regarding mid-to-long-term strategies and future direction is the agenda for this fiscal year as well, and based on the results of the evaluation above, the Board of Directors has formulated the following policies to improve the effectiveness of the Board of Directors meeting further.

• Timely information sharing on important initiatives
  Reporting the status of particularly critical matters in a timely manner while striving to maintain and strengthen the information-sharing system among outside directors. 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 between the CEO and investors with outside directors in order to gain positive understandings of our strategic vision. To consider 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.
• Along with continuous opportunities to explain mid-to-long-term strategies of each division for outside directors, providing question-and-answer sessions focused on topics of greater interest to outside directors by moving up the schedule of material distribution and taking questions from outside directors in advance.