Corporate Governance Framework
- Corporate Governance Framework
- Form of Organization
- Members of Each Committee
- Reasons for Selection as Outside Director
- Number of Meetings, Attendance Rate and Composition of the Board of Directors and Committee Meetings
- Differences with Respect to the New York Stock Exchange Corporate Governance Standards
Corporate Governance Framework
- Please refer to here for Execution of Operations Framework.
Form of Organization
“Company with Nominating Committee, etc.” board model
About Directors
| Number of Director Posts According to the Articles of Incorporation | Directors’ Term of Office According to the Articles of Incorporation | Chair of the Board of Directors | Number of Directors |
|---|---|---|---|
| No upper limit on the number of persons | 1 year | Representative Executive Officer,President and Chief Executive Officer | 10 |
About Outside Directors
| Number of Outside Directors | Number of Outside Directors Designated as Independent Directors |
|---|---|
| 6 | 6 |
Members of Each Committee
| Name | Position | Nominating Committee | Audit Committee | Compensation Committee |
|---|---|---|---|---|
| Hidetake Takahashi | Director | |||
| Satoru Matsuzaki | Director | |||
| Shuji Irie | Director | |||
| Masataka Yamada | Director | |||
| Hiroshi Watanabe | Outside Director | 〇 | 〇 | |
| Chikatomo Hodo | Outside Director | 〇 (Chairperson) |
〇 | |
| Noriyuki Yanagawa | Outside Director | 〇 (Chairperson) |
||
| Mami Yunoki | Outside Director | 〇 (Chairperson) |
||
| Miwa Seki | Outside Director | 〇 | 〇 | |
| Akiko Hosokawa | Outside Director | 〇 |
At ORIX,
- Outside directors are able to attend meetings (as observers) of committees in which they are not members, enabling them to listen to discussions and to deepen their understanding of issues.
- Business unit briefings are held to report on the current status of each business, business strategy, progress of projects, and other matters, and to share information necessary for supervision by outside directors.
Reasons for Selection as Outside Director
| Name | Independent Director |
Reasons for Selection as Outside Director (FY2027.3) |
|---|---|---|
| Hiroshi Watanabe | 〇 | Mr. Hiroshi Watanabe served successively in key positions such as at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and 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, and wide-ranging experience and knowledge of corporate management. |
| Chikatomo Hodo | 〇 | Mr. Chikatomo Hodo served as a Representative Director and President of Accenture Japan Ltd. He has wide-ranging experience and knowledge as a corporate management and digital business. |
| 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 advisory councils related to finance and economic affairs in Japan. He specializes in financial contracts, law and economics, and has a wealth of knowledge and experience as a financial economics expert. |
| Mami Yunoki | 〇 | Ms. Mami Yunoki served as a partner at PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) and an executive officer in charge of the manufacturing, distribution, and services divisions at PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC). She has extensive knowledge as a professional in financial accounting and auditing. |
| Miwa Seki | 〇 | Ms. Miwa Seki served as a head of Japan at a foreign-capital financial institution and is currently a general partner of an ESG-focused investment fund. She has wide-ranging experience and knowledge in finance, business investment and ESG-related matters. |
| Akiko Hosokawa | 〇 | Ms. Akiko Hosokawa served as a partner at Tokyo Aoyama Aoki Law Office (currently Baker & McKenzie (Gaikokuho Joint Enterprise)) and at Atsumi & Sakai. She has extensive knowledge as a professional in financial transactions and relevant financial regulatory laws and regulations. |
Number of Meetings, Attendance Rate and Composition of the Board of Directors and Committee Meetings
| FY2022 | FY2023 | FY2024 | FY2025 | FY2026 | |
|---|---|---|---|---|---|
| Number of Meetings | 9 | 8 | 8 | 8 | 8 |
| Attendance Rate | 99% | 100% | 100% | 100% | 100% |
| Number of Directors | 11 | 11 | 11 | 11 | 10 |
| Number of Outside Directors | 6 | 6 | 6 | 6 | 6 |
| Percentage of Outside Directors | 54.5% | 54.5% | 54.5% | 54.5% | 60.0% |
| Number of Female Directors | 2 | 2 | 2 | 2 | 3 |
| Percentage of Female Directors | 18.1% | 18.1% | 18.1% | 18.1% | 30.0% |
| FY2022 | FY2023 | FY2024 | FY2025 | FY2026 | |
|---|---|---|---|---|---|
| Nominating Committee: Number of Meetings | 7 | 6 | 7 | 6 | 6 |
| Nominating Committee: Attendance Rate | 100% | 100% | 100% | 100% | 100% |
| Audit Committee: Number of Meetings | 12 | 14 | 14 | 14 | 15 |
| Audit Committee: Attendance Rate | 97% | 98% | 100% | 100% | 100% |
| Compensation Committee: Number of Meetings | 4 | 4 | 5 | 5 | 7 |
| Compensation Committee: Attendance Rate | 100% | 100% | 100% | 100% | 100% |
| Name | Board of Directors | Nominating Committee | Audit Committee | Compensation Committee | ||||
|---|---|---|---|---|---|---|---|---|
| Number of Meetings Attended | Attendance Rate | Number of Meetings Attended | Attendance Rate | Number of Meetings Attended | Attendance Rate | Number of Meetings Attended | Attendance Rate | |
| Hidetake Takahashi | 8/8 | 100% | ||||||
| Satoru Matsuzaki | 8/8 | 100% | ||||||
| Shuji Irie | ー | ー | ||||||
| Masataka Yamada | ー | ー | ||||||
| Hiroshi Watanabe | 8/8 | 100% | 6/6 | 100% | 7/7 | 100% | ||
| Chikatomo Hodo | 8/8 | 100% | 5/5*2 | 100% | 4/4*3 | 100% | 7/7 | 100% |
| Noriyuki Yanagawa | 8/8 | 100% | 5/5*2 | 100% | 4/4*3 | 100% | ||
| Mami Yunoki | 6/6*1 | 100% | 11/11*4 | 100% | ||||
| Miwa Seki | 6/6*1 | 100% | 11/11*4 | 100% | 6/6*5 | 100% | ||
| Akiko Hosokawa | ー | ー | ||||||
- Attendance at the Board of Directors meetings since she became a director
- Attendance at the Nominating Committee meetings since he became a committee member
- Attendance at the Audit Committee meetings held while he was a committee member
- Attendance at the Audit Committee meetings since she became a committee member
- Attendance at the Compensation Committee meetings since she became a committee member
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 ten Directors, six are Outside Directors. In addition, all members of the Nomination, Audit and Compensation Committees are Outside Directors. The chairperson of each committee is appointed from among the Outside Directors.