Overview of Corporate Governance
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, Chairman and Chief Executive Officer (except when concurrently serving as President) |
11 |
About Outside Directors
| Number of Outside Directors | Number of Outside Directors Designated as Independent Directors |
|---|---|
| 6 | 6 |
Members of Each Committee
| Name | Date of Selection | Position | Nominating Committee | Audit Committee | Compensation Committee |
|---|---|---|---|---|---|
| Makoto Inoue | Jun 2010 | Director | |||
| Hidetake Takahashi | Jun 2024 | Director | |||
| Satoru Matsuzaki | Jun 2019 | Director | |||
| Stan Koyanagi | Jun 2017 | Director | |||
| Yasuaki Mikami | Jun 2023 | Director | |||
| Hiroshi Watanabe | Jun 2020 | Outside Director | 〇 （Chairperson） |
〇 | |
| Aiko Sekine | Jun 2020 | Outside Director | 〇 （Chairperson） |
||
| Chikatomo Hodo | Jun 2021 | Outside Director | 〇 | 〇 （Chairperson） |
|
| Noriyuki Yanagawa | Jun 2022 | Outside Director | 〇 | ||
| Mami Yunoki | Jun 2025 | Outside Director | 〇 | ||
| Miwa Seki | Jun 2025 | Outside Director | 〇 | 〇 |
Reasons for Selection as Outside Director (FY2025.3)
| Name | Independent Director |
Reasons for Selection as Outside Director (FY2026.3) |
FY2025.3 Attendance (Number of Meetings Attended / Total Number of Meetings) |
|---|---|---|---|
| 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 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, and wide-ranging experience and knowledge of corporate management. |
Board of Directors: (8/8) Nominating Committee:（6/6） Compensation Committee:（5/5） |
| Aiko Sekine | 〇 | Ms. Aiko Sekine served on government and institutional finance and accounting councils both in Japan and overseas, and served as a Partner of PricewaterhouseCoopers Japan LLC and Chairman and President of Japanese Institute of Certified Public Accountants. 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 wide-ranging experience and knowledge as a corporate management and digital business. | Board of Directors: (8/8) Audit Committee:（14/14） Compensation Committee:（5/5） |
| 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: (8/8) Audit Committee:（14/14） |
| 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. | - |
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | |
|---|---|---|---|---|---|
| Number of Meetings | 8 | 9 | 8 | 8 | 8 |
| Attendance Rate | 100% | 99% | 100% | 100% | 100% |
| Number of Directors | 12 | 11 | 11 | 11 | 11 |
| Number of Outside Directors | 6 | 6 | 6 | 6 | 6 |
| Percentage of Outside Directors | 50.0% | 54.5% | 54.5% | 54.5% | 54.5% |
| Number of Female Directors | 2 | 2 | 2 | 2 | 2 |
| Percentage of Female Directors | 16.6% | 18.1% | 18.1% | 18.1% | 18.1% |
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | |
|---|---|---|---|---|---|
| Nominating Committee: Number of Meetings | 5 | 7 | 6 | 7 | 6 |
| Nominating Committee: Attendance Rate | 100% | 100% | 100% | 100% | 100% |
| Audit Committee: Number of Meetings | 11 | 12 | 14 | 14 | 14 |
| Audit Committee: Attendance Rate | 97% | 97% | 98% | 100% | 100% |
| Compensation Committee: Number of Meetings | 4 | 4 | 4 | 5 | 5 |
| 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 of each committee is appointed from among the Outside Directors.