Nominating Committee

The Nominating Committee is authorized to propose the slate of director appointments or dismissals to be submitted to the general meeting of shareholders. Directors are appointed and dismissed by a resolution of the general meeting of shareholders. In addition, the Nominating Committee deliberates on the agenda concerning the appointment or dismissal of our executive officers to be resolved at the Board of Directors meeting, although this is not required under the Companies Act of Japan.

Furthermore, the Nominating Committee ensures that the Board of Directors possesses the appropriate levels of and diversity in knowledge, experience, and expertise, through an established decision-making process for directors’ appointments. The Nominating Committee stipulates the “Requirements for Independent Directors” in accordance with the nomination criteria for director candidates described below. The Nominating Committee also nominates executive officer candidates to the Board of Directors following an assessment of candidates’ past experience, knowledge, and suitability for the position to execute business decisions in the Company’s existing and new businesses.

Nomination Criteria for Director Candidates

Internal Director

  • An individual with a high degree of expertise in ORIX Group’s business and excellent business judgment and business administration skills

Outside Director

  • An individual with a wealth of experience as a business administrator
  • An individual with professional knowledge in fields such as economics, business administration, law and accounting, as such relate to corporate management
  • An individual with extensive knowledge in areas such as politics, society, culture and academics, as such relate to corporate management

Conditions for Director Independence

  1. No individual may be a principal trading partner*, or an executive officer (including operating officer, hereinafter the same) or employee of a principal trading partner of ORIX Group. If such circumstances existed in the past, one year must have passed since that person’s departure from such office or employment.
    • A “principal trading partner” refers to an entity with a business connection to ORIX Group with a transaction amount equivalent to more than the greater of 2% of such entities consolidated total sales (or consolidated total revenues) or one million U.S. dollars in any fiscal year of the preceding four fiscal years.
  2. No individual may receive directly a large amount of compensation (10 million yen or higher in a fiscal year) from ORIX Group, excluding compensation as a director, in any fiscal year during the preceding four fiscal years. Further, any corporation or other entity in which such individual serves as a consultant, account specialist or legal expert may not receive a large amount of compensation (equivalent to more than the greater of 2% of such entities consolidated total sales (or consolidated total revenues of ORIX Group) or one million U.S. dollars) from ORIX Group. If such circumstances existed in the past, one year must have passed since that corporation or other entity received such compensation.
  3. No individual may be a major shareholder of ORIX (10% or higher of issued shares) or a representative of the interests of a major shareholder.
  4. No individual may have served as an executive officer of a company having a relationship of concurrent directorship* with ORIX in any fiscal year of the preceding four fiscal years.
    • “Concurrent directorship” refers to a relationship in which an Executive Officer of ORIX or its subsidiaries also serves as a director of a company in which the individual has been an Executive Officer and an Outside Director of ORIX.
  5. No individual may be a member of the executive board (limited to those who execute business) or be a person executing the business (including an officer, corporate member or employee who executes business of the organization) of any organization (including public interest incorporated associations, public interest incorporated foundations and non-profit corporations) that have received a large amount of donations or financial assistance (annual average of 10 million yen or higher over the past three fiscal years) from ORIX Group.
  6. No individual may have served as an accounting auditor or accounting advisor (kaikei san-yo), a certified public accountant (or a tax accountant) or a corporate member, a partner or an employee of an audit firm (or a tax accounting firm) who personally performed the audit work (excluding engagement as a supporting role) for ORIX Group in any fiscal year of the preceding four fiscal years.
  7. None of an individual’s family members* may fall under any of the following:
    (1) A person who was an executive officer or an important employee of the ORIX Group during the past three years.
    (2) A person who falls under one of the criteria specified in 1 through 3, 5 and 6 above; provided, however, that criterion 1 is limited to an Executive Officer, criterion 2 is limited to a corporate member or a partner of the corporation or other entity and criterion 6 is limited to an Executive Officer or an employee who performs the audit on ORIX Group in person.
    • Family members include a spouse, those related within the second degree by consanguinity or affinity, or other kin living with the Outside Director
  8. There must be no material conflict of interest or any possible conflict of interest that might influence the individual’s judgment in performing their duties as an Outside Director.