Overview of Corporate Governance
Corporate Governance Framework
- Please refer to here for Execution of Operations Framework.
Form of Organization
“Company with Nominating Committees, etc.” board model
About Directors
| Number of Directors Stipulated in Articles of Incorporation | Term of Office for Directors Stipulated in Articles of Incorporation | Chairperson of the Board of Directors | Number of Directors |
|---|---|---|---|
| The maximum number is not stipulated. | 1 year | President and Chief Executive Officer | 11 |
About Outside Directors
| Number of Outside Directors | Number of Outside Directors Designated as Independent Director |
|---|---|
| 6 | 6 |
Members of Each Committee
| Name | Date of Selection | Position | Nominating Committee | Audit Committee | Compensation Committee |
|---|---|---|---|---|---|
| Makoto Inoue | Jun 2010 | Director | |||
| Shuji Irie | Jun 2018 | Director | |||
| Satoru Matsuzaki | Jun 2019 | Director | |||
| Stan Koyanagi | Jun 2017 | Director | |||
| Yasuaki Mikami | Jun 2023 | Director | |||
| Micheal Cusumano | Jun 2019 | Outside Director | 〇 | ||
| Sakie Akiyama | Jun 2019 | Outside Director | 〇 （Chairperson） |
||
| Hiroshi Watanabe | Jun 2020 | Outside Director | 〇 | 〇 （Chairperson） |
|
| Aiko Sekine | Jun 2020 | Outside Director | 〇 | 〇 （Chairperson） |
|
| Chikatomo Hodo | Jun 2021 | Outside Director | 〇 | 〇 | |
| Noriyuki Yanagawa | Jun 2022 | Outside Director | 〇 |
Reasons for Selection as Outside Director (FY2024.3)
| Name | Independent Director |
Reasons for Selection as Outside Director (FY2024.3) |
FY2023.3 Attendance (Number of Meetings Attended / Total Number of Meetings) |
|---|---|---|---|
| Michael Cusumano | 〇 | Mr. Michael Cusumano currently serves as Deputy Dean and Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology, and as a global authority has a deep understanding of business strategy and technology management. | Board of Directors: (8/8) Compensation Committee:（4/4） |
| Sakie Akiyama | 〇 | Ms. Sakie Akiyama founded Saki Corporation and served as a Representative Director and Chief Executive Officer of Saki Corporation. She has wide-ranging experience and knowledge in corporate management. | Board of Directors: (8/8) Nominating Committee:（6/6） |
| Hiroshi Watanabe | 〇 | Mr. Hiroshi Watanabe served successively in key positions at Ministry of Finance and Governor of Japan Bank for International Cooperation, and currently serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, as well as wide-ranging experience and knowledge of corporate management. |
Board of Directors: (8/8) Nominating Committee:（6/6） Compensation Committee:（3/3） （Number of Meetings Attended / Total Number of Meetings since he assumed the posts） Audit Committee:（3/3） （Number of Meetings Attended / Total Number of Meetings while he assumed the posts） |
| Aiko Sekine | 〇 | Ms. Aiko Sekine served on government and institutional finance and accounting councils both in Japan and overseas, and served as Partner of Aarata Audit Corporation (currently PricewaterhouseCoopers Aarata LLC) and Chairperson and President of Japanese Institute of CPAs. She has extensive knowledge as a professional accountant. | Board of Directors: (8/8) Nominating Committee:（6/6） Audit Committee:（14/14） |
| Chikatomo Hodo | 〇 | Mr. Chikatomo Hodo served as a Representative Director and President of Accenture Japan Ltd. He has a wealth of knowledge and experience in corporate management and digital business. | Board of Directors: (8/8) Compensation Committee:（4/4） Audit Committee:（13/14） |
| Noriyuki Yanagawa | 〇 | Mr. Noriyuki Yanagawa currently serves as a Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo, and he served on government and institutional finance and economic councils in Japan. He specializes in financial contracts, law and economics, and has a wealth of knowledge and experience as a financial economics expert. | Board of Directors: (6/6) （Number of Meetings Attended / Total Number of Meetings since he assumed the posts） Audit Committee:（11/11） （Number of Meetings Attended / Total Number of Meetings since he assumed the posts） |
| FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|---|
| Number of Meetings | 8 | 9 | 8 | 9 | 8 |
| Attendance Rate | 97% | 96% | 100% | 99% | 100% |
| Number of Directors | 12 | 12 | 12 | 11 | 11 |
| Number of Outside Directors | 6 | 6 | 6 | 6 | 6 |
| Percentage of Outside Directors | 50.0% | 50.0% | 50.0% | 54.5% | 54.5% |
| Female Directors | 2 | 2 | 2 | 2 | 2 |
| Percentage of Female Directors | 16.6% | 16.6% | 16.6% | 18.1% | 18.1% |
| FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|---|
| Nominating Committee: Number of Meetings | 3 | 5 | 5 | 7 | 6 |
| Nominating Committee: Attendance Rate | 94% | 95% | 100% | 100% | 100% |
| Audit Committee: Number of Meetings | 8 | 8 | 11 | 12 | 14 |
| Audit Committee: Attendance Rate | 100% | 96% | 97% | 97% | 98% |
| Compensation Committee: Number of Meetings | 4 | 6 | 4 | 4 | 4 |
| Compensation Committee: Attendance Rate | 100% | 100% | 100% | 100% | 100% |
Differences with Respect to the New York Stock Exchange Corporate Governance Standards
ORIX’s American Depositary Shares have been listed on the New York Stock Exchange (NYSE) since 1998. As an NYSE-listed company, ORIX is required to comply with certain corporate governance standards under Section 303A of the NYSE Listed Company Manual. However, as a foreign private issuer, ORIX is permitted to follow home country practice. Our corporate governance practices differ in certain respects from those that U.S. listed companies must adopt. A summary of these differences is as follows:
- ORIX is not required to meet the NYSE’s independence requirements for individuals on its Board of Directors or its Nominating, Audit and Compensation committees. ORIX’s Nominating Committee has determined its own “Conditions for Director Independence.”
- ORIX is not required to have the majority of its Board of Directors comprised of outside directors nor is ORIX required to compose its committees exclusively of outside directors. Of ORIX’s eleven directors, six are outside directors. In addition, all members of the Nomination, Audit and Compensation Committees are outside directors. The chairperson for each committee is appointed from among the outside directors.