This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Corporate Governance Report
Final revision date: June28, 2024
ORIX Corporation
Representative Executive Officer: Makoto Inoue
Contact: IR and Sustainability Department +81-3-3435-3121
Securities Code: 8591
https://www.orix.co.jp/grp/en/
Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Information

I.
1.

Basic Views• ORIX believes that a robust corporate governance system is essential for ensuring objective
management and carrying out appropriate business activities in line with its core policies. We havetherefore established a sound and transparent corporate governance system.
• Details concerning corporate governance can be found below under II-2. Matters Relating toBusiness Execution, Audits and Supervision, Nomination, Compensation Determination, and Other
Functions (Overview of Current Corporate Governance Structure), on the ORIX website and insecurities reports.
[Reasons for Non-Compliance with the Principles of the Corporate Governance Code]
The Company complies with all principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code]The details of disclosure items pursuant to each principle of the Corporate Governance Code are as follows.

[Principle 1-4 Cross-Shareholdings]•

ORIX does not engage in cross-shareholdings of publicly traded shares.

[Principle 1-7 Related Party Transactions]•

ORIX has established internal rules that in principle prohibit transactions by directors and executive officers
with the company and its subsidiaries and takes measures to inform personnel about these rules and enforce
them. Internal rules also provide that in cases where ORIX engages in certain transactions with a company atwhich an ORIX director or executive officer also serves as a director or executive with representative authority,a prior report must be made to the relevant division and prior approval must be obtained from the Board of
Directors, and ORIX takes measures to inform personnel about these rules and enforce them. Whentransactions are conducted with the approval of the Board of Directors, the details are reported to the Boardand systems are in place to monitor and ensure that those transactions will not give rise to concerns regarding
harm to the interests of the company or its shareholders.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Principle 2-3 Sustainability Issues, Including Social and Environmental Matters]•

In 2021, ORIX identified ESG-related material issues and established key goals to be addressed by the Group.
Based on these, we have proactively made efforts to strengthen governance and address climate change risks
and social risks, including human rights.

[Principle 2-3-1] Sustainability Issues, Including Social and Environmental Matters]•

The Sustainability Committee, which was established in November 2021, receives reports and makes relevant
decisions regarding ORIX’s progress in addressing sustainability and sustainability-related issues. Areas ofparticular importance are also reported as necessary to the Board of Directors.
[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html[Principle 2-4-1 Ensuring Diversity in Appointing Core Personnel]
Our approach to ensuring diversity and our policies regarding human resource development and work
environment reform
At ORIX Group, we have established the following as one of our ESG-related material issues: Continue
to improve employee satisfaction by respecting the diversity of our employees and creating an inclusive
and equitable working environment that promotes flexible working styles and provides careerdevelopment support, fair performance review and compensation schemes, and employee health support
systems.
People are ORIX Group’s most important asset. It is our belief that hiring talent of varying nationalities,
ages, genders, and work experience is the key to blending diverse values and skills in addition to creating
new value through flexible thinking, which is the backbone of ORIX Group’s growth. ORIX Group's
human resources strategy centers around building a rewarding work environment where diverse talent can
maximize their individual knowledge and expertise.
We continuously reform our human resource system ahead of social trends and create fulfilling
workplaces by establishing a work environment that respects diverse working styles. Moreover, we offer
opportunities for employees who embrace challenges and are augmenting training and hiring of talentcapable of performing on a global scale. For information disclosure regarding our internal work
environment reform policies, please refer to our website and our Integrated Report.
[ORIX Website: Human Resources Strategy to Support Sustainable Growth]
https://www.orix.co.jp/grp/en/sustainability/employee/[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.

Proactive, Measurable Goals for Ensuring Diversity
As of March 31, 2024, our female employees, mid-career recruits, and non-Japanese employees are as
follows:
ORIX Corporation

The 9 Group Companies inJapan*

Ratio of female employees

44.6%

47.3%

Ratio of female in managerial

31.7%

27.2%

Ratio of mid-career recruits

41.0%

59.0%

Ratio of mid-career recruits in

38.9%

57.4%

Ratio of non-Japanese employees

2.0%

1.0%

Ratio of non-Japanese employees

0.8%

0.5%

positionsmanagerial positions

in managerial positions*The 9 Group Companies in Japan (ORIX Corporation, ORIX Auto Corporation, ORIX Rentec
Corporation, ORIX Asset Management & Loan Services Corporation, ORIX Real Estate Corporation,
ORIX Environmental Resources Management Corporation, ORIX Life Insurance Corporation, ORIX
Bank Corporation and ORIX Computer Systems Corporation) jointly operate as part of the ORIX Group’s
personnel strategy and personnel systems. (The total number of employees at these 9 companies as ofMarch 31, 2024, was 10,042.)
As one benchmark to involve diverse personnel in decision-making and offer equal leadership
opportunities, and as one of ORIX Group’s concrete efforts to drive ESG-related material issue initiatives,
one of our ESG-related key goals is for female employees to account for over 30% of management
positions at ORIX Group by the end of the fiscal year ending March 31, 2030. As of March 31, 2024, theratio of female managers in the ORIX Group was 31.7% for ORIX on a non-consolidated basis and 27.2%
for the 9 Group companies in Japan. As of June 2024, 3 of ORIX’s 27 executive officers are female,accounting for 11.1% of all officers.
Additionally, obtaining talent that can acclimate to ORIX Group’s ever-changing enterprise, maintain andgrow its diverse businesses, and adapt to shifts in the overall business environment is crucial to ORIX
Group. ORIX Group is strengthening its efforts to hire and promote mid-career employees and nonJapanese employees. We aim to achieve true diversity, equity, and inclusion by creating a work
environment that enables all employees to maximize their abilities and expertise based on the premisethat employees come from a wide range of diverse backgrounds.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners]
Status of Measures concerning ORIX Group Corporate Pension Funds•

ORIX established an Asset Management Committee with the officers responsible for the corporate function
unit, finance, accounting, and personnel as members.

•

Matters concerning asset management policies and policy-based asset composition allocations are investigatedby the Asset Management Committee and determined by the Representative Counsel. The financial status of
the pension fund is sound and excessive risks have not been taken in asset management. Management policies
emphasize curtailing decreases in value. In principle, the policy-based asset composition allocation isdetermined at the time of financial recalculation, which is performed every five years, and is verified annuallyand reviewed as necessary.

•

All service providers to whom management of the fund has been outsourced have accepted the Japaneseversion of the Stewardship Code. The fund holds quarterly management reporting conferences concerning
service providers and conducts quantitative analysis. In addition, with respect to qualitative analysis, service
providers are required to submit annual written survey responses, and thereby appropriate management isconfirmed.

•

Exercise of voting rights concerning ORIX Group shares and investment targets is performed in accordancewith the decision-making criteria of management service providers, and there are no matters involving
conflicts of interest.

•

Personnel with appropriate qualifications are assigned to the administrative offices of the fund, and thequalifications of those personnel are enhanced by sending them to outside seminars and other means.

[Principle 3-1 Full Disclosure]
ORIX implements full disclosure of information through means such as the Company’s websites and the following
reports.
[ORIX Website]
https://www.orix.co.jp/grp/en/[Securities Reports]
https://www.orix.co.jp/grp/en/ir/library/financial_result/index.html[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html
1) ORIX has established our corporate philosophy, the ORIX Group Purpose & Culture, in which we haveestablished and publicly released our target business indicators. The details are released on the ORIX website
and in securities reports.
2) For information on ORIX’s fundamental approach to corporate governance, please refer to I-1. Fundamental
Approach, etc. above.
Details can be found below under II-2. Matters Relating to Business Execution, Audits and Supervision,
Nomination, Compensation Determination, and Other Functions (Overview of Current Corporate Governance
Structure), on the ORIX Website (corporate governance) and in securities reports (4.4. Corporate Governance,etc.).

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
3) The Compensation Committee formulates policies on the determination of director and executive officer
compensation and the details of the compensation of each individual based on those policies. For information
concerning the policies on the determination of director and executive officer compensation by theCompensation Committee, see (2) Policy for Determining Compensation of Directors and Executive Officers
under II-1. Director and Executive Officer Compensation: Disclosure of Policies on Determination ofCompensation Amounts and Methods of Calculation.
4) The Nominating Committee determines proposed resolutions relating to the appointment and dismissal of
directors to be submitted to the annual general meeting of shareholders. For information on policies andprocedures relating to the determination of director candidates and screening of executive officers, see 3.
Matters Relating to the Three Committees, 1) Nominating Committee under II-2. Matters Relating to Business
Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions.
5) For information on the reasons why director candidates were nominated, see the reference information (mattersto be resolved) in the Notice of the 61st Annual General Meeting of Shareholders.
(See: https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/)
For information on the reasons why outside directors were nominated, see II-1. Directors: Relationship with
the Company (2).
Also, regarding the nomination of executive officers, decisions are made in light of the policies described abovein (4), taking into consideration the individual business experience and knowledge of each candidate. Profilesof each executive officer can be found on the ORIX website.
(See: https://www.orix.co.jp/grp/en/about/overview/officer/index.html)[Principle 3-1-3 Sustainability-related Initiatives]<Sustainability-related Initiatives>
In November 2021, the Board of Directors formulated basic policies for sustainability, and approved ORIX’s Groupwide ESG-related material issues and key goals. It also established the Sustainability Committee, one of the firm’s
executive decision-making bodies.
For information regarding sustainability initiatives at ORIX Group in addition to strategies such as scenario analyses
regarding TCFD recommendations, please refer to our Integrated Report and the ORIX sustainability website.
[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html[Sustainability Website]
https://www.orix.co.jp/grp/en/sustainability/<Our Investment in Human Capital and Intellectual Capital>
Please refer to our Integrated Report for information regarding our investment in human capital and intellectual
capital.
[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Principle 4-1-1 Roles and Responsibility of the Board (1)]•For information on the scope of responsibility delegated by the Board of Directors to the management team,see (2) Matters Relating to the Board of Directors under II-2. Matters Relating to Business Execution, Audits
and Supervision, Nomination, Compensation Determination, and Other Functions.

[Principle 4-8 Effective Use of Independent Directors]•

For information on action policies relating to the effective use of independent directors, refer to (2) Action
Policies Relating to the Effective Use of Independent Directors under II-1. Independent Directors: Other
Matters Relating to Independent Officers.

[Principle 4-9 Independence Standards and Qualifications of Independent Directors]•

For information on ORIX’s Conditions for Director Independence, see (1) Status of Independent Directors
under II-1. Independent Directors: Other Matters Relating to Independent Officers.

[Principle 4-11-1 Preconditions for Board and Kansayaku Board Effectiveness]•

For information on ORIXs approach concerning the structure of the Board of Directors, see (2) Matters Relating
to the Board of Directors under II-2. Matters Relating to Business Execution, Audits and Supervision,
Nomination, Compensation Determination, and Other Functions.

[Principle 4-11-2 Preconditions for Board and Kansayaku Board Effectiveness]•

For information concerning the status of concurrent positions held by directors, see the directors’ professional
experience posted on the ORIX website.
(See: https://www.orix.co.jp/grp/en/about/overview/officer/index.html)
Also, for information concerning the key concurrent positions held by outside directors, see II-1. Directors:
Relationship with the Company (2).

[Principle 4-11-3 Preconditions for Board and Kansayaku Board Effectiveness]•

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 Boardof Directors meeting.

•

An overview of the effectiveness of the Board of Directors for FY2024.3 is 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 thegovernance 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This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
that the recognition of the Board of Directors regarding the composition of the Board of Directors meeting andother 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 forenhancing the effectiveness of the Board of Directors meeting was discussed at the Board of Directors meeting.
< Schedule >•February 2024: The policy of analyzing and evaluating the effectiveness of the Board of Directors meeting was
agreed upon at the Board of Directors meeting.

•February to April 2024: The questionnaires were provided and an interview was conducted based on the resultsof the questionnaire.

•

May 2024: 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>
Based on the fact that more than 80% of the respondents answered "effective or appropriate" or "relatively effective
or appropriate" in the questionnaire and the fact that action plan in the previous year was confirmed to have led toan improvement in effectiveness, it is evaluated that the Board of Directors meeting of ORIX is effectivelyfunctioning.
<Action Plan>
Based on the results of the questionnaire, the Board of Directors has recognized that deepening the discussion
regarding mid-to-long-term strategies and future direction will lead to further improvements in effectiveness andhas formulated the following policies as an action plan.
•

Sharing the process of formulating a new mid-term business plan
Sharing the process of formulating a new mid-term plan for the fiscal year ending March 31, 2026 and beyond
with directors on a regular basis to enhance the effectiveness of monitoring related to management strategy.
Sharing important matters with outside directors to assist fulfillment of their role as a monitoring board, suchas the roadmap for planning, awareness of the environment and recognition of issues, overall strategy andcorresponding divisional strategies, and targets to be monitored by the Board.

•

Timely information sharing on important initiatives
Reporting the status of particularly critical matters in a timely manner in view of the size of the investment or
lending and its financial impact. Striving to share information that is material from the perspective ofThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
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 with investors as well as investors' evaluation of
ORIX with outside directors through reports at Board of Directors meetings. 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.

[Principle 4-14-2 Director and Kansayaku Training]•

When appointed to director and executive officer positions, personnel receive proper explanations fromattorneys and others regarding their legal duties and responsibilities and other matters to be complied with ascorporate officers, and external training organizations are used as necessary. When outside directors are invited
to join the board, orientation is conducted including opportunities to receive individual explanations by theofficers such as the officer responsible for the Board of Directors secretariat concerning ORIX’s management
strategies, business activities, finances, and other matters. In addition, periodic compliance training is conducted
for officers while they are in office.

[Principle 5-1-1 Policy for Constructive Dialogue with Shareholders]•

ORIX’s top management takes the lead in engaging in quarterly dialogue with key shareholders.

•In our FY23.3 annual results presentation materials, we disclosed that ORIX would “promote proactive
communication by top management (including outside directors) with investors.” In November 2023, investors
had the opportunity to meet with two outside directors. In FY25.3, we will continue to promote engagementwith investors by our top management, including outside directors.

[Principle 5-1-2 Policy for Constructive Dialogue with Shareholders]i)

The CEO takes the lead in general oversight and promotion of overall dialogue with shareholders.

ii)

The Investor Relations and Sustainability Department is responsible for creation of IR materials and forserving as the point of contact for dialogue with shareholders, and will work closely with the Corporate
Planning Department, Accounting and Treasury Department, and other entities to perform their duties.

iii)

For each quarterly earnings announcement, ORIX Group holds briefings for sell-side analysts andinstitutional investors to explain results, progress vs. the medium-term business plan, and other matters.
This briefing is attended by management in charge of Investor Relations and Sustainability Department(four times a year) and the CEO (twice a year, at interim and annual results). We ensure fair disclosure to
all existing shareholders and potential investors (retail investors, institutional investors within Japan andoverseas) by posting our quarterly earnings presentation materials and audio recordings (Japanese andEnglish) on the same day as release on our corporate website. We work to diversify our shareholder basethrough a variety of means, including holding small group meetings for sell-side analysts and institutional
investors, participating in investor conferences hosted by securities companies both within and outside ofJapan, visiting overseas investors for meetings, and holding at least one explanatory meeting for retailshareholders each year.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Opinions and concerns voiced during conversations with shareholders and in analyst reports are regularlyiv)

communicated to the Board of Directors management in charge of the Investor Relations and Sustainability
Department and the Senior Managing Executive Officer Responsible for Corporate Function Unit. This
feedback is actively discussed within this forum, including by outside directors.
Executives including the CEO and members of the Investor Relations and Sustainability Departmentv)

possess thorough knowledge regarding the management of material non-public information. In addition,
ORIX has a designated quiet period starting from the day after the final day of the financial period to the
day of announcing financial results. In principle, ORIX refrains setting up any meetings with investors to
discuss results or earnings estimates during this quiet period. ORIX’s Disclosure Committee (comprised of
the CFO, Global General Counsel, and executives in charge of Compliance and Internal Audit) carries out
the necessary operations associated with the timely and appropriate disclosure of information, including
management of material non-public information.
[Principle 5-1-3 Policy for Constructive Dialogue with Shareholders]•

Each year, ORIX engages the services of a third-party vendor to perform a shareholder identification survey.
Based on this analysis, we engage in direct dialogue with our actual shareholders both within Japan and abroad.
<Dialogue between Management Team and Shareholders in Most Recent Fiscal Year>i)

Dialogue with shareholders is carried out by the CEO, Senior Managing Executive Officer Responsible
for Corporate Function Unit, management in charge of the Investor Relations and Sustainability
Department, and members of the Investor Relations and Sustainability Department. ORIX maintains two
Investor Relations offices – one within Japan (Tokyo) serving as the contact point primarily for Japaneseand Asian investors, and one in the United States of America (New York) primarily for handling Europeanand US investors.

ii)

ORIX engages in quarterly dialogue with sell-side analysts and individuals in a variety of roles atinstitutional investors (fund managers, analysts, ESG staff, and proxy representatives) from wide range
of investment styles within Japan and abroad. In the fiscal year ended March 2024, ORIX completedroughly 570 meetings with investors.

iii)

Conversations with investors touch on a variety of themes, including ORIX’s growth strategy, our
medium- to long-term earnings outlook and their underlying macro assumptions, issues facing individual
segments, recent earnings trends, capital allocation policy including shareholder returns, corporate
governance, sustainability promotion efforts, and requests for new information disclosure.

iv)

Opinions and concerns voiced during conversations with shareholders and in analyst reports are regularly
communicated to the Board of Directors by management in charge of the Investor Relations andSustainability Department and the Senior Managing Executive Officer Responsible for Corporate
Function Unit. This feedback is actively discussed within this forum, including by Outside Directors. In
discussions at the Board of Directors or within the course of business execution, we aim to carry out
analysis which considers the share price and cost of capital based on feedback from investors, and makeefforts to continually improve corporate value over the medium to long term.

v)

Based on our dialogue with investors and the feedback received, we have implemented the followingThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
initiatives.
(1) Although we previously had only disclosed target figures for the final year (FY25.3) in our mediumterm management plan, we answered investor requests to provide disclosure on next fiscal year
forecasts by announcing a FY24.3 net income target in our FY23.3 Q4 presentation materials. In
addition, in our FY24.3 Q4 presentation materials, we disclosed a revision to our FY25.3 net income
forecast, based on the outlook for earnings at each segment and changes in the business climate since
the previous fiscal year. In order to help investors better understand our growth strategy, we
reclassified the 10 business segments into three categories based on business content and disclosed a
growth strategy and pre-tax profits forecasts for each category.
(2) In response to investor requests that ORIX provide disclosure on our past track record of new
investments and asset sales, we began disclosing a 10-year track record of major new investments andsales from FY23.3 Q2’s presentation materials. In addition, to answer investor needs for information
about the visibility of investment gains, we have disclosed the amount of capital gains and newinvestments for deals already executed or under consideration from the FY24.3 Q2 presentationmaterials. In the FY24.3 Q4 presentation materials, we also disclosed the amount of cash outlays for
new investments and cash inflows from capital gains.
[Principle 5-2 Establishing and Disclosing Business Strategies and Business Plans]•

Our targets including net income, ROE and shareholder returns are stated in our annual reports and otherdisclosure materials, along with our business plan and basic capital policy. At quarterly earnings releases andinvestor meetings, we also explain our basic policy regarding our business portfolio, the status of businessportfolio review and allocation of management resources determined by the Board of Directors.

[Action to Implement Management That Is Conscious of Cost of Capital and Stock Price]•

We are endeavoring to improve the market’s view of our share price valuation (including PBR and othermetrics), by both working to strengthen ROE and be conscious of the cost of capital.

•

An overview of ORIX’s action to implement management that is conscious of cost of capital and the stock priceare disclosed in the materials below.
[Integrated Report 2023 “Financial Strategy and Capital Policy” (p. 38-41)]
https://www.orix.co.jp/grp/en/pdf/ir/library/annual_report/AR2023E.pdf[Annual Results Presentation Material 2024/3 (p. 13)]https://www.orix.co.jp/grp/en/pdf/ir/library/presentation/Presentation_2024_4QE.pdf

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
2. Capital Structure
Foreign Shareholding Ratio

Over 30%[Status of Major Shareholders]Name

Number of shares owned (shares)

Percentage (%)

221,733,600

19.21

Custody Bank of Japan, Ltd. (Trust Account)

96,916,300

8.39

SSBTC

24,782,185

2.14

24,228,885

2.09

23,439,600

2.03

SMBC Nikko Securities Inc.

17,838,963

1.54

JP Morgan Securities Inc.

16,505,543

1.43

JP Morgan Chase Bank 385781 (permanent agent:

15,941,669

1.38

11,778,264

1.02

11,107,604

0.96

The Master Trust Bank of Japan, Ltd. (Trust
Account)
CLIENTOMNIBUSACCOUNT(permanent agent: Tokyo Branch, The Hongkong
and Shanghai Banking Corporation Limited)
CITIBANK, N.A. -N.Y, AS DEPOSITARYBANK FOR DEPOSITARY SHAREHOLDERS (permanent agent: Tokyo Branch,
Citibank N.A.)
STATE STREET BANK WEST CLIENTTREATY 505234(permanent agent: Mizuho

Bank, Ltd.)

Mizuho Bank, Ltd.)
BNYM

AS

AGT/CLTS

10PERCENT(permanent agent: MUFG Bank, Ltd.)STATESTREET

BANK

AND

TRUST

COMPANY 505223 (permanent agent: Mizuho
Bank, Ltd.)
Controlling Shareholder Name―

Parent Company Name―

Additional Information―

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
3. Company Information
Market Classification

Prime Market of the Tokyo Stock Exchange

Fiscal Year

March

Industry

Other Financing BusinessTotal Consolidated Number of Employees (as ofOver 1,000

last fiscal year end)
Total Consolidated Revenue (as of last fiscal year

Over 1 trillion yen

end)
Total Consolidated Number of Subsidiaries

Over 300 companies

4. Guidelines for Measures to Protect Minority Shareholders in Dealing with Controlling Shareholders―
5. Other Special Conditions That Could Potentially Affect ORIX’s Corporate Governance1) Our views and policies regarding Group management•

Of ORIX’s consolidated subsidiaries, only one is publicly traded: Ubiteq Inc. (Tokyo Stock
Exchange Standard). We respect their independence as a consolidated subsidiary and expect Ubiteq
to use creative ideas to expand its business activities. Conducting business activities as an ORIX
Group company allows Ubiteq to make effective use of our sales platforms to enhance their strengths
including services utilizing IoT and AI technology – these services can support clients in their pursuitof optimizing the utilization of management resources and improving profitability. In particular, thepossibility of joint product development, etc. based on mutual understanding with Group subsidiary
ORIX Auto Corporation (‘ORIX Auto’) leads to synergy and elevation not only in ORIX Auto’s
business and services but in Ubiteq’s IoT and AI technology as well.

•

In building and operating a Group-wide internal control system, ORIX has constructed a system inwhich we require publicly listed subsidiaries to report to us in advance on risks we consider
significant for the Group. We also require publicly listed subsidiaries to report in advance on mattersrelated to disclosures, although this requirement is limited to matters that have the potential to affectour timely disclosures to meet applicable disclosure requirements and matters that have the potential
to affect the Group’s consolidated financial statements.

2) The significance of owning a publicly listed subsidiary based on 1)•

The differences in ORIX and Ubiteq’s business areas enable Ubiteq to maintain independence andbe autonomous in its company management and to acquire a broad range of high-performing humanresources, which are a vital management resource. Moreover, we consider it crucial that Ubiteq
maintain its publicly listed position as this will add to employee motivation and increase corporate
value while augmenting the Group’s competitive advantage.

3) Policy to secure effective governance structures in publicly listed subsidiary•

In deciding on and voting on proposals for the election and dismissal of directors, ORIX confirms
in advance that the proposals are designed to maximize the synergy effects described below and thatconsideration is given to the protection of minority shareholders through the appointment of outside

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
directors. In addition, Ubiteq has established a compliance manual and compliance policies inaccordance with applicable laws and regulations based on ORIX’s various Group governancepolicies. This will lead to strengthening compliance awareness and enhancing the internal structuresand systems of this listed subsidiary company. Additionally, inter-group transactions and exchanges
are closely monitored to ensure they are conducted lawfully and appropriately, leading to preventionof the occurrence of unfair transactions.
•

4 of the 6 members of Ubiteq’s Board of Directors are employees of its parent company, ORIX
Corporation, and the objective of this ratio is to maximize synergy. In addition, by positioning 2
independent directors, and positioning 2 independent auditors on the Kansayaku Board (3 total
members), we have a system that secures supervision, auditing, and proposals from an external
perspective, which subsequently secures the validity and adequacy of the Board of Directors’decisions and business executions. Based on the above initiatives, the subsidiary’s Board of
Directors—the function responsible for making final decisions—operates validly and adequately,
and investor equality, which is essential and fundamental to governance, is secured.

4) If ORIX has an agreement with Ubiteq related to what should be listed as 1), its details•

There is no applicable agreement with Ubiteq.

Status of Business Management Organization and Other Corporate Governance Systems Related to Management

II.

Decision-Making, Execution and Supervision
Institutional Composition

1.

Organizational Structure

Company with Nominating Committee[Information Relating to Directors]
Number of Director Posts According to the Articles of

No upper limit on the number of persons

Incorporation
Directors’ Term of Office According to the Articles of

1 year

Incorporation
Chair of the Board of Directors

Representative Executive Officer, President andChief Executive Officer

Number of Directors

11 persons

Status of Director Appointment

By appointment

Number of Outside Directors

6 persons

Number of Outside Directors Designated as

6 persons

Independent Officers

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Relation to the Company (1)NameInformation

Michael Cusumano

Academic

Sakie Akiyama

Originally from another

Relation to Company (*1)
a

b

c

d

e

f

g

h

i

j

k

company
Hiroshi Watanabe

Other

Aiko Sekine*

Certified Public
Accountant

Chikatomo Hodo

Originally from anothercompany

Noriyuki Yanagawa

Academic*Name on family register of Aiko Sekine is Aiko Sano.

a.

Executive for ORIX and/or its subsidiaryb.

Executive and/or a non-executive director of a parent company of ORIXc.

Executive for a sister company of ORIXd.

A party of which the major client or supplier is ORIXe.

Major client or supplier of ORIX or an executive thereoff.

Consultant, accountant, or legal professional who receives a large sum of monetary consideration or other property from ORIX
other than officer compensationg.

Major shareholder of ORIX (or an executive thereof if the shareholder is a legal entity)h.

Executive of a client or supplier of ORIX (which does not correspond to d, e or f) (applicable to the executive himself/herself
only)

i.

Executive of a company, between which ORIX mutually appoints outside directors (applicable to the executive himself/herself
only)

j.

Executive of a company or organization that receives a donation from ORIX (applicable to the executive himself/herself only)

k.

Other

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Relation to the Company (2)

Name

Nomi
natingComm
ittee

MichaelCommittee
Comp
Audit
ensati Comm
on
ittee
Comm
ittee

○

Independent
Officer○Cusumano

Additional Information

Mr.

Reason for Appointment

Cusumano

MichaelMr.

Cusumano

Michaelsatisfies the Conditions for

currently serves as a Deputy

Director

Independence

Dean and Professor, Faculty ofdetermined by the Nominating

Management, Sloan School ofCommittee (see Independent

Management at Massachusetts

Officers below), and there is no

Institute of Technology, and as

likelihood of a conflict ofa global authority has a deep

interests

understandingwithgeneralofshareholders, and therefore, hestrategyhasanmanagement. He has actively

independent officer required byexpressed his opinions andstock exchanges for protection

madeof general shareholders, anddeliberations

atstock exchanges have been

Directors

Meeting

notified of this designation.

Compensation

been

designatedandbusiness
technology

proposals

during
Board

of
and

Committee,

pointing to important matters(Concurrent Positions)-regardingcompany

Deputy Dean, Professor,

management,

Faculty of Management,

expertise in business strategy

Sloan

of

and technology management.

at

He has served as an ORIX

Massachusetts Institute ofoutside director since June

Technology

2019.

SchoolManagement

using

The

his

Nominating

Committee has determined hecan be expected to fulfill asubstantialrole,includinghighly effective supervision of
ORIX’smanagementbyutilizing a wealth of his
knowledge

and

from

independentanexperienceandobjective standpoint.
Sakie
Akiyama○○

Ms. Sakie Akiyama satisfies

Ms. Sakie Akiyama founded

the Conditions for Director

Saki Corporation and served as

Independence determined bya Representative Director andThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
theNominating Committee

Chief Executive Officer of Saki

Officers

Corporation. She has wide ‐israngingexperience

likelihood of a conflict ofknowledgeofinterests

generalmanagement. Currently as ashareholders, and therefore,

Chairperson of the Nominating

she has been designated an

Committee, she has actively

independent officer required byexpressed her opinions andstock exchanges for protection

made proposals, while leadingof general shareholders, anddiscussions and deliberations

stock exchanges have been

on members of the Board of

notified of this designation.

Directors

andOfficers

suitable(see

Independent

below),

and

there

with

no

(Concurrent Positions)andcorporate

Executivefor

Company’s

thebusiness-

Founder, Saki Corporation

operations. She has served as-

Member of the Board of

an ORIX outside director since

Directors(Outside

June 2019. The Nominating

Group

Committee has determined she

Director),

-

Sony

Corporation,

can be expected to fulfill a

Member of the Board of

substantial

Directors(Outside

highly effective supervision of

Director),

Mitsubishi

Corporation

ORIX’srole,

includingmanagementbyutilizing a wealth of her
knowledge

and

from

independentanexperienceandobjective standpoint.
HiroshiWatanabe○○○Mr. Hiroshi Watanabe satisfies

Mr. Hiroshi Watanabe served

the Conditions for Director

successively in key positions

Independence determined bysuch as at Ministry of FinancetheJapan and Governor of Japan(see

Nominating Committee
Independent

below),

and

there

Officers

Bank

is

Cooperation,

no

for

Internationalandcurrently

likelihood of a conflict ofserves as President of Instituteinterests

for

with

generalInternational

Monetaryshareholders, and therefore, heAffairs. He has a wealth of

has

an

knowledge and experience as a

independent officer required byfinance and economic expert

stock exchanges for protection

both in Japan and overseas, andof general shareholders, andwide-ranging experience andstock exchanges have beenknowledge

been

designatedof

corporate

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
notified of this designation.

management. Currently as a
Chairperson(Concurrent Positions)-

President,

theCompensation Committee, heInstituteInternational

of

for

has actively expressed his

Monetary

opinions and made proposals,

Affairs

while leading discussions anddeliberations

regardingtheMember of the Board of
Directors

andExecutive

Officer’s compensation systemand compensation levels inorder to enhance their role asmedium-andlong-term

incentives. He has served as
an ORIX outside director sinceJune 2020. The Nominating
Committee has determined hecan be expected to fulfill asubstantialrole,includinghighly effective supervision of
ORIX’smanagementbyutilizing a wealth of his
knowledge

and

from

independentanexperienceandobjective standpoint.
Aiko Sekine
*Name

on

○

○

○

Ms. Aiko Sekine satisfies the

Ms. Aiko Sekine served on

Conditions

government and institutional

forDirector

Independence determined byfinanceisthecouncils both in Japan and

Aiko Sano.

(seefamilyregisterNominating Committee
Independent

below),

and

there

and

accounting

Officers

overseas, and served as aisPartnernooflikelihood of a conflict ofPricewaterhouseCoopers Japan

interests

LLC

with

generaland

Chairmanandshareholders, and therefore,

President of Japanese Instituteshe has been designated anofindependent officer required by

Accountants. She has extensive

stock exchanges for protection

knowledge as a professionalof general shareholders, andaccountant. Currently as astock exchanges have been

Chairperson

notified of this designation.

Committee, she has received

CertifiedofPublicthe

Audit

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
(Concurrent Positions)-periodic reports from ORIX’s

Professor,

WasedaUniversity,

FacultyofCommerce--

Trustee,International

Valuation

Standards

leading

discussions

deliberations

and

on

the

Councileffectiveness

Advisor, Japanese Instituteinternal control system. Sheofhas served as an ORIX outside

CertifiedPublicOutsideof

ORIX’sdirector since June 2020. The
Audit

&

Nominating Committee has

Boarddetermined she can be expected

Member, IHI Corporation

to fulfill a substantial role,

Member of the Board ofincludinghighlyeffective

Directors(Outside

supervisionof

ORIX’sDirector),

NIPPON

management by utilizing a

STEEL CORPORATION

wealth of her knowledge andSupervisory-

actively expressed her opinions
and made proposals, while

Accountants-internal audit department, andexperiencefromindependent

and

an

objective

standpoint.
Chikatomo
Hodo

○

○

○

Mr. Chikatomo Hodo satisfies

Mr. Chikatomo Hodo served as

the Conditions for Directora Representative Director andIndependence determined byPresident of Accenture Japan

theLtd. He has wide-ranging(see

Nominating Committee
Independent

below),

and

there

Officers

experience and knowledge as aiscorporatenomanagement

likelihood of a conflict ofdigitalinterests

generalactively expressed his opinions

shareholders, and therefore, heand made proposals duringhasdeliberations

with

been

designatedanbusiness.

and

at

He

has

Board

of

independent officer required by

Directors

stock exchanges for protection

Compensation Committee, andof general shareholders, andAudit Committee, pointing tostock exchanges have been

important matters regarding

notified of this designation.

ORIX’s management, using his
expertise

Meeting,incorporate(Concurrent Positions)management

anddigital-Member of the Board ofbusiness. He has served as an

Directors(Outside

ORIX outside director since

Director),

KONICA June 2021. The NominatingThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.

--

MINOLTA Inc.

Committee has determined heMember of the Board of

can be expected to fulfill a

Directors(Outside

substantial

Director),

Mitsubishi

Chemical

Group

role,

includinghighly effective supervision of
ORIX’smanagement

byCorporation

utilizing a wealth of his

Member of the Board ofknowledge

andDirectors(Outsidefromindependent

Director),

Sumitomo

Mitsui

Bankinganexperienceandobjective standpoint.

Corporation
Noriyuki
Yanagawa

○

○

Mr.

Noriyuki

Yanagawa

Mr.

Noriyuki

Yanagawa

satisfies the Conditions for

currently serves as a Professor,

Director

Faculty

Independenceof

Economicsofdetermined by the Nominating

Graduate School of Economics

Committee (see Independent

at The University of Tokyo,

Officers below), and there is noand he served on government

likelihood of a conflict ofand institutional finance andinterests

economic councils in Japan. He

withgeneralshareholders, and therefore, he

specializes

has

an

contracts, law and economics,

independent officer required byand has a wealth of knowledge

stock exchanges for protectionand experience as a financialof general shareholders, andeconomics expert. He has

stock exchanges have been

actively expressed his opinions

notified of this designation.

and made proposals during

been

designatedindeliberations(Concurrent Positions)-

Professor,

Facultyatfinancial

Board

of

Directors Meeting and Audit
of

Committee, using his expertise

Economics of Graduate

in corporate strategy based on

School of Economics at the

deep academic understanding.

University of Tokyo.

He has served as an ORIX
outside director since June
2022.

The

Nominating

Committee has determined hecan be expected to fulfill asubstantialrole,includinghighly effective supervision of
ORIX’smanagementbyutilizing a wealth of his

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
knowledge

and

from

independentanexperienceobjective standpoint.
[Committees]
Information Regarding Various Committee Structure and Chairs
All Members

Full-TimeInternal Directors

Outside Directors

Chairperson

Members
Nominating

3

0

0

3

Outside Director

3

0

0

3

Outside Director

3

0

0

3

Outside Director

Committee
Compensation
Committee
Audit
Committee

andThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Information Regarding Executive Officers]
Number of Executive Officers

21 persons

Status Regarding Concurrent Positions
Name

Representative

Concurrent Position as Director

RightsConcurrent

Nominating

Compensation

Position as

Committee

Committee

Employee

Makoto Inoue

Yes

Yes

No

No

No

Satoru Matsuzaki

No

Yes

No

No

No

Stan Koyanagi

No

Yes

No

No

No

Yasuaki Mikami

No

Yes

No

No

No

Hidetake Takahashi

No

Yes

No

No

No

Eiji Arita

No

No

No

No

No

Seiichi Miyake

No

No

No

No

No

Toyonori Takahashi

No

No

No

No

No

Tetsuya Kotera

No

No

No

No

No

Tomoko Kageura*1

No

No

No

No

No

Nobuki Watanabe

No

No

No

No

No

Hiroyuki Ido

No

No

No

No

No

Ryujiro Tokuma

No

No

No

No

No

Hao Li

No

No

No

No

No

Ikuo Nakamura

No

No

No

No

No

Tomohiko Ishihara

No

No

No

No

No

Takashi Otsuka

No

No

No

No

No

Taro Baden

No

No

No

No

No

Tony Ahn*2

No

No

No

No

No

Satoshi Matsui

No

No

No

No

No

Atsunori Sato

No

No

No

No

No

*1 Name on the family register of Tomoko Kageura is Tomoko Kanda.
*2 Tony Ahn’s legal name is Donghee Ahn.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Audit System]
Directors or Employees Who Should Assist the Duties

Yesof the Audit Committee
Matters Concerning the Independence of the Directors and Employees from Executive Officers
To support the work of the Audit Committee, ORIX established the Audit Committee Secretariat with a staff
of four. The Audit Committee Secretariat supports the general operations of the Audit Committee and supports
audits conducted by the Audit Committee in accordance with instructions from the committee. To ensure that
the Audit Committee Secretariat staff members have the expertise necessary to support audits conducted by
the Audit Committee, all members concurrently serve as employees in the Group Internal Audit Department,
and decisions concerning appointments, evaluations, transfers, and discipline of those staff members requires
the approval of the Audit Committee.
Collaboration Between the Audit Committee, Independent Certified Public Accountants, and the Internal Audit
Department
In order to ensure the effectiveness of audits, the Audit Committee works together with independent certified
public accountants, the Group Internal Audit Department,

and the internal control-related functions asfollows. ORIX has entered into an audit agreement with KPMG AZSA LLC and undergoes financial audits
and internal control audits by that firm.
•

The Audit Committee receives regular reports from the Group Internal Audit Department on theannual audit plan, the status of auditing activities of the Group, and the status and results ofinternal control evaluation related to financial reporting by the Group Internal Audit
Department. The Audit Committee confirms problems in business execution and exchanges
opinions as necessary. The Audit Committee may also request an investigation by the GroupInternal Audit Department if necessary.

•

The Audit Committee regularly receives reports from internal control-related functions on thestatus of operation of the internal control system, and exchanges opinions as necessary.

•

The Audit Committee receives reports from the independent certified public accountants on theaudit plan and the status and results of accounting audits and internal control audits conductedby the independent certified public accountants, and listens to and examines the audit opinions
and recommendations of the independent certified public accountants. In addition, the Audit
Committee exchanges opinions with the independent certified public accountants on major audit
considerations.

•

The Group Internal Audit Department exchanges views with the independent certified public
accountants on risk recognition regarding financial reporting as necessary, and works tostrengthen collaboration in order to enhance the effectiveness and efficiency of the supervisory
function.

•

The internal control-related functions provide the necessary information for audits to the GroupInternal Audit Department and the independent certified public accountants, etc. as necessary.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Information Regarding Independent Officers]
Number of Independent Officers

6 persons

1) Status of Independent Officers
All outside directors currently in office satisfy the Conditions for Director Independence determined by the
ORIX Nominating Committee. ORIX has also designated all outside directors as independent officers requiredby the Tokyo Stock Exchange for protection of general shareholders. None of the companies where the outside
directors serve as executive officers and the like (including business execution directors) are principal trading
partners of ORIX, and ORIX does not have any material interests in them such as donations of large amount ofmoney to them. The monetary criteria concerning “principal trading partner” and “large amount” are set forthin Conditions for Director Independence below.
< Conditions for director independence, which are:>i.

No individual may be a principal trading partner*, or an executive officer or employee of a principal trading
partner of ORIX Group. If such circumstances existed in the past, 1 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 1 million U.S. dollars in the current fiscal year and preceding 3 fiscal years.

ii.

No individual may directly receive a large amount of compensation (10 million yen or higher in a fiscal year),excluding compensation as a director from ORIX Group in any fiscal year during the current fiscal year andpreceding 3 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 thegreater of 2% of such entities consolidated total sales (or consolidated total revenues of ORIX Group) or 1
million U.S. dollars) from ORIX Group currently or in the past year.

iii.

No individual may be a major shareholder of ORIX (10% or higher of issued shares) or a representative of theinterests of a major shareholder.

iv.

No individual may have served as an executive officer of a company having a relationship of concurrent
directorship* with ORIX in the current fiscal year and preceding 3 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.

v.

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 theorganization) of any organization (including public interest incorporated associations, public interest
incorporated foundations and non-profit corporations) that has received a large amount of donation or financial
assistance (annual average of 10 million yen or higher over the past 3 fiscal years) from ORIX Group.

vi.

No individual may have served as an independent auditor or an 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 atax accounting firm) who personally performed the audit work (excluding engagement as a supporting role) forThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
ORIX Group in the current fiscal year and preceding 3 fiscal years.
vii.

None of an individual’s family members* may fall under any of the following:•

A person who was an executive officer or an important employee of ORIX Group during the past 3 years.

•

A person who falls under one of the criteria specified in (i) through (iii), (v) and (vi) above; provided,
however, that criterion (i) is limited to an executive officer, sentence two of criterion (ii) is limited to a
corporate member or a partner of the corporation or other entity and criterion (vi) 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, orother kin living with the outside director.

viii.

There must be no material conflict of interest or any possible conflict of interest that might influence theindividual’s judgment in performing their duties as an outside director.
2) Action policies relating to effective use of independent outside directors
ORIX believes that inviting a certain number of independent outside directors to the Board of Directors andoperating the Board of Directors and the three committees are necessary for enhancing the effectiveness of thesupervisory functions of business execution. ORIX engages in a variety of business in Japan and overseas, andconsequently, inviting outside directors with diverse knowledge and experience to the Board of Directors leads
to diversification and invigoration of discussions by the Board of Directors and the three committees.
3) Status of main activities by outside directors (status of attendance and statements at Board of Directors andthree committees’ meetings during the fiscal year ended March 2024)•

Mr. Michael Cusumano attended all 8 of the Board of Directors meetings and all 5 of the Compensation
Committee meetings held in the fiscal year ended March 2024. As a global authority on business strategy
and technology management, he sufficiently fulfilled his role in providing highly effective supervision of
ORIX’s management from an independent and objective standpoint by utilizing his extensive andspecialized knowledge. He proactively expressed his opinions and made proposals at meetings of the Boardof Directors, mainly from his perspective as an expert in technology. He also contributed to theCompensation Committee’s deliberations on compensation for Directors and Executive Officers from avariety of perspectives, including comparative analyses with global companies.

•

Ms. Sakie Akiyama attended all 8 of the Board of Directors meetings and all 7 of the Nominating
Committee meetings held in the fiscal year ended March 2024. She sufficiently fulfilled her role inproviding highly effective supervision of ORIX’s management from an independent and objective
standpoint, by utilizing her extensive experience and expertise as a corporate manager. She proactively
expressed her opinions and made proposals at meetings of the Board of Directors, mainly from her
perspective as an expert in corporate management. In addition, as chairperson of the Nominating
Committee, she played a leading role in deliberating on the composition of the Board of Directors andExecutive Officers appropriate for ORIX’s business development, as well as on the succession plan.

•

Mr. Hiroshi Watanabe attended all 8 of the Board of Directors meetings, all 7 of the Nominating Committee
meetings and all 5 of the Compensation Committee meetings held in the fiscal year ended March 2024. He
sufficiently fulfilled his role in providing highly effective supervision of ORIX’s management from anThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
independent and objective standpoint by utilizing his extensive and specialized knowledge of domestic andinternational finance and economics. He proactively expressed his opinions and made proposals at meetingsof the Board of Directors, mainly from his perspective as an expert in finance, economics and corporate
management. In addition, as chairperson of the Compensation Committee, he played a leading role indeliberating on the compensation system and compensation levels for Directors and Executive Officers inorder to enhance its function as a medium and long-term incentive. This included the addition ofquantitative evaluation of the progress toward ESG-related key goals for the performance-linked
compensation of directors and executive officers at the level of managing executive officer and above.
•

Ms. Aiko Sekine attended all 8 of the Board of Directors meetings, all 7 of the Nominating Committee
meetings and all 14 of the Audit Committee meetings held in the fiscal year ended March 2024. As anexpert in accounting, she sufficiently fulfilled her role in providing highly effective supervision of ORIX’s
management from an independent and objective standpoint by utilizing her extensive and specialized
knowledge. She proactively expressed her opinions and made proposals at meetings of the Board of
Directors, mainly from her perspective as an expert in accounting and finance. In addition, as chairpersonof the Audit Committee, she played a leading role in deliberating on the effectiveness of ORIX’s internal
control system by receiving regular reports from the Internal Audit Department, as well as from internal
control-related functions and the Accounting Auditors.

•

Mr. Chikatomo Hodo attended all 8 of the Board of Directors meetings, all 5 of the Compensation
Committee meetings, and all 14 meetings of the Audit Committee held in the fiscal year ended March 2024.
He sufficiently fulfilled his role in providing highly effective supervision of ORIX’s management from an
independent and objective standpoint by utilizing his extensive and specialized knowledge of corporate
management and digital business. He proactively expressed his opinions and made proposals at meetingsof the Board of Directors, mainly from his perspective as a manager based on his extensive experience andas an expert in digital business. In addition, he also contributed to the Audit Committee’s deliberations on
the effectiveness of ORIX’s internal control system from a variety of perspectives, including changes inthe domestic and overseas environment surrounding corporate management.

•

Mr. Noriyuki Yanagawa attended all 8 of the Board of Directors meetings and all 14 of the Audit Committee
meetings held in the fiscal year ended March 2024. He sufficiently fulfilled his role in providing highly
effective supervision of the Company’s management from an independent and objective standpoint by
utilizing his extensive and specialized knowledge of the domestic and overseas finance and economics
surrounding corporate management. He proactively expressed his opinions and made proposals at meetingsof the Board of Directors from his perspective as an expert in corporate strategy, based on his deep academic
understanding. In addition, he also contributed to the Audit Committee’s deliberations on the effectivenessof ORIX’s internal control system from a variety of perspectives, as a specialist in economic and fiscal
policy.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Information Regarding Incentive]
Status of Giving Incentive to Directors / Executive

Introduced a performance-linked compensation

Officers

system / introduced a stock option plan / othermeasures

Additional Information
ORIX has introduced a performance-linked compensation program, stock option plan, and a share-based
compensation plan. Since the fiscal year ended March 2010, no new share warrants have been granted as stock
options. Details concerning the performance-linked compensation program and the share-based compensation plan
are set forth in Policy for Determining Compensation of Directors and Executive Officers (Director and Executive
Officer Compensation: Disclosure of Policies on Determination of Compensation Amounts and Methods ofCalculation in that section).
People Applicable for Stock Options

Internal directors, outside directors, executive
officers,

employees,

subsidiarydirectors,

subsidiary auditors, subsidiary employees
Additional Information
The purpose is to further raise motivation and morale to enhance performance on the part of the directors, executive
officers, auditors, and employees of ORIX and its subsidiaries, affiliates, and other companies with which it has acapital relationship. New share warrants have not been granted as stock option since the fiscal year ended March
2010.
[Information Regarding Director / Executive Officer Compensation]
Disclosure Status

Partial disclosure on an individual basis

Additional Information•

Persons who received total compensation of ¥100 million or more in the fiscal year ended March 2024 areindicated in the securities report. The 6 individuals are Makoto Inoue, Representative Executive Officer,
President and Chief Executive Officer, Shuji Irie, Senior Managing Executive Officer (resigned on June 25,2024), Satoru Matsuzaki, Senior Managing Executive Officer, Stan Koyanagi, Senior Managing Executive
Officer, Yasuaki Mikami, Senior Managing Executive Officer and Yoshiteru Suzuki, Senior Managing
Executive Officer (resigned on June 25, 2024) of ORIX. The details of their compensation are set forth below.

Compensation for Makoto Inoue: ¥395 million in total compensation (¥126 million in fixed compensation, ¥132
million in performance-linked compensation and ¥137 million in share-based compensation)
Compensation for Shuji Irie: ¥135 million in total compensation (¥40 million in fixed compensation, ¥51 million
in performance-linked compensation and ¥43 million in share-based compensation)

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Compensation for Satoru Matsuzaki: ¥130 million in total compensation (¥40 million in fixed compensation, ¥46
million in performance-linked compensation and ¥43 million in share-based compensation)
Compensation for Stan Koyanagi: ¥235 million in total compensation (¥99 million (¥86 from ORIX Corporation
USA) in fixed compensation, ¥134 million (¥134 from ORIX Corporation USA) in performance-linked
compensation)
Compensation for Yasuaki Mikami: ¥125 million in total compensation (¥40 million in fixed compensation, ¥42
million in performance-linked compensation and ¥43 million in share-based compensation)
Compensation for Yoshiteru Suzuki: ¥108 million in total compensation (¥44 million (¥44 from ORIX Corporation
USA) in fixed compensation, ¥20 million in performance-linked compensation and ¥43 million in share-based
compensation)
Determination

Protocols

in

Place

for

In place

Compensation Amount and/or Calculation
Disclosure Regarding Determination Protocols in Place for Compensation Amounts and/or Calculation
1) Details of Officer Compensation (FY 2024.3)
Officer compensation paid in the fiscal year ended March 2024 was as follows.
•

Fixed compensation was ¥110 million paid to the 6 outside directors and ¥649 million paid to the 26
executive officers (including executive officers who also serve as directors*).

•

Performance-linked compensation was ¥691 million paid to the 26 executive officers (including
executive officers who also serve as directors*).

•

The targets and results with regard to the KPIs of the performance-linked compensation (annual
bonuses) listed in the table above are as follows:i.

Company-wide performance indicator
We targeted a milestone with regard to the consolidated net income annual growth set by the Compensation
Committee in order to achieve the Company’s medium-term business objectives and achieved 105%.

ii.

Division performance indicator
We set the performance target for each division based on the company-wide performance target andachieved 0% to 150% (median: 100%) by 26 executive officers (based on the total evaluation including
qualitative assessment).
•

The amount paid as share-based compensation, equal to the number of points confirmed to beprovided as the portion for the fiscal year ended March 2024 multiplied by the market price paid by
the trust for ORIX shares when those shares were acquired (¥1,740.27 per share), was ¥20 million
paid to the 6 outside directors and ¥728 million paid to the 26 executive officers. The total amount ofshare-based compensation actually paid in the fiscal year was ¥127 million not included in the above
amount paid to 1 executive officer who retired during the fiscal year.

•

4 executive officers were newly appointed and1 executive officer resigned. As of March 31, 2024,

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
there were 11 directors (including 6 outside directors) and 25 executive officers (including executive
officers concurrently serving as directors).
*ORIX does not pay director compensation to those executive officers concurrently serving as
directors, and therefore, the compensation of the 6 directors also serving as executive officers is
included in the amount for executive officer compensation.
2) Policy of Determining Compensation of Directors and Executive Officers•

ORIX Group’s business objective is to increase shareholder value over the medium- to long-term.
ORIX believes in the importance of each director and executive officer responsibly performing his
or her duties and cooperating as members of a team to produce continued growth for the Group.

•

The Compensation Committee believes that in order to accomplish such business objectives, directors
and executive officers should place emphasis not only on performance during the current fiscal year,
but also on medium- to long-term results. Accordingly, under the basic policy that compensation
should provide effective incentives, ORIX takes such factors into account when making decisions
regarding the compensation system and compensation levels for directors and executive officers.

•

Taking this basic policy into consideration, we have established separate policies for thecompensation of directors and executive officers in accordance with their respective roles based on adecision of the Compensation Committee held on June 25, 2024.

Compensation Policy for Directorsi.
•

The compensation policy for directors who are not also executive officers aims for compensation composedin a way that is effective in maintaining the supervisory and oversight functions of executive officers’
performance in business operations, which is the main duty of directors. Specifically, ORIX’s compensation
structure for directors consists of fixed compensation and share-based compensation (*1). In addition, theCompany strives to maintain a competitive level of compensation with director compensation according to
the role fulfilled and receives third-party research reports on director compensation for this purpose.

•

Fixed compensation is in principle the same amount for all directors with certain amounts added for
directors serving as members or chairpersons of committees.

•

For share-based compensation reflecting medium- to long-term performance, directors are granted a fixed
number of points on an annual basis for their period of service, and they are paid in ORIX sharescorresponding to the number of points they have accumulated at the time of retirement.
Compensation Policy for Executive Officers

ii.
•

The compensation policy for executive officers, including those who are also directors, aims for a level ofcompensation that is effective in maintaining business operation functions, while also incorporating acomponent that is linked to current period business performance. Specifically, ORIX’s compensation
structure for executive officers consists of fixed compensation, performance-linked compensation, andshare-based compensation (*2). Our basic policy is to maintain a composition ratio of 1:1:1.

•

In addition, the Company strives to maintain a competitive level of compensation with executive officer
compensation according to the role fulfilled and receives third-party research reports on executive officer
compensation for this purpose.

•

Fixed compensation is determined according to each position’s role based on a standardized amount forThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
each position.
•

Performance-linked compensation (annual bonuses) for the fiscal year ended March 2021 is based on thelevel of achievement of the consolidated net income annual growth target as a company-wide performanceindicator. 50% of the position-based standard amount is adjusted based on this company-wide indicatorwithin a range of 0% to 200%. The remaining 50% is adjusted using the level of achievement of thedivision’s target for which the relevant executive officer was responsible as a division performanceindicator (*3) within a range of 0% to 300%. In the case of representative executive officers, the level ofachievement of the company-wide performance indicator is used as the sole performance indicator to adjust
the standard amount within a range of 0% to 200%. These performance indicators are selected taking into
consideration the company’s medium-term management targets. In addition to the above, annual bonuses
for the President, Senior Managing Executive Officers, and Managing Executive Officers will be increased
or decreased by an amount ranging from 0% to 30% of the base amount for each position based on progress
toward the ESG-related key goals. If progress towards ESG-related key goals is proceeding as planned, theannual bonus will not be adjusted.

•

For share-based compensation, which reflects medium- to long-term performance, executive officers are
granted a fixed number of points based on their positions and are paid in ORIX shares corresponding to thenumber of points accumulated at the time of retirement.
*1. Share-based compensation is a program under which annual points (a fixed number of points) areallocated to directors and executive officers while in office and ORIX shares are granted via a trust basedon the cumulative number of points at the time of retirement. Points granted are determined based on
guidelines established by the Compensation Committee. The Compensation Committee has notestablished a period during which shares delivered under this program must be held. If a determination ismade that a director or executive officer engaged in substantially inappropriate conduct that causes harmto the Company while in office, the Compensation Committee may set restrictions on the payment ofshare-based compensation.
*2. The compensation of executive officers who are assigned to an overseas subsidiary or who have ahigh level of specialization is determined through individual deliberations taking into consideration thelocal compensation system and compensation levels as well as specialization and other factors.
*3. For performance-linked compensation (annual bonuses) based on the degree of achievement of targets
regarding the performance of the divisions for which individual executive officers are responsible,
achievement is determined comprehensively with a focus on the annual growth rate in the performanceof the relevant division for the current fiscal term but also by incorporating qualitative determinations
such as difficulty of targets, details of performance, strategic arrangements for the future, and ESG-related
initiatives.

3) Compensation Clawback Policy•

ORIX has established a Compensation Clawback Policy pursuant to applicable NYSE listingThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
standards. This Policy provides for the clawback of performance-linked compensation (annual
bonus) received in excess of executive officers’ original salaries based on erroneous financial
statements in the event of an accounting restatement resulting from material noncompliance withfinancial reporting requirements.
[Outsider Director (Independent Auditor) Support System]•

To secure the effective operation of the Board of Directors and each committee, the Secretariat of theBoard of Directors was established as a specialized organization that handles operations. The
Secretariat of the Board of Directors is made up of managers and staff members from the Corporate
Planning Department, Group Human Resources Department, Corporate Legal Department, andGroup Internal Audit Department, which are related divisions, under the direction of the officer
responsible for the Secretariat of the Board of Directors. Each Secretariat staff member helps outside
directors engage in active and substantial deliberations at meetings of each body by providing priorexplanations of agenda items and performing other tasks.

•

The Audit Committee Secretariat was established to support the work of the Audit Committee.
Through periodic reporting meetings held by the executive officer responsible for internal control
departments, regular communication with internal audit department, and inspections of business sites,
operating facilities, etc., the Audit Committee Secretariat conducts initiatives so that Audit
Committee members, who are outside directors, can deepen their understanding of ORIX Group’sbusiness.

•

In addition, voluntary reporting meetings are held following the conclusion of Board of Directors
meetings to report on the status of each business, business strategies, the progress of projects, andother topics to share information for outside directors to perform supervisory functions.

•Executive officers and employees can report to or consult with the Audit Committee or an Audit
Committee member appointed by the Audit Committee for matters relating to accounting, accounting
internal controls, audits, matters relating to ORIX directors, executive officers and group executive
officers. The Audit Committee or an Audit Committee member appointed by the Audit Committee
may, if necessary, instruct the officer in charge of the Group Compliance Department or other ORIX
Group executives and employees to investigate the reports and consultations received.

•

Furthermore, the officer responsible for the Internal Audit Department attends important meetings of
ORIX Group and reports material information required for audit activities to the Audit Committee ina timely and appropriate manner to support information gathering by the Audit Committee. The Audit
Committee is also able to make use of external professionals as necessary for the performance of its
duties.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Status of People Who Have Resigned from Representative Executive Offer or a Similar Role]Name and Other Information for Advisor/Former Representative Executive Officer
Employment Status

Position/

Name

Role

Status(Full-Time/Part-Time,

Resignation

Term

Date

Compensation etc.)

YoshihikoSeniorExternal activities

Part-time,

June 24,

MiyauchiChairmansuch as financing

compensated2014

1 yearactivities

Number of Advisors/Former Representative

1 person

Executive Officers

Other Information
1. When necessary, ORIX may appoint consultants, advisors, and other such positions. Consultants, advisors,and other such positions perform primarily external activities that are significant to ORIX Group.
Consultants, advisors, and other such positions including former presidents and representative directors do
not attend any meetings of ORIX bodies where decisions are made and do not participate in the executionof the company’s business.
2. Treatment of consultants, advisors, and other such positions including compensation is determined inaccordance with provisions determined by the Board of Directors following deliberations by theCompensation Committee and shall not exceed ¥30 million yen.

Details Regarding Business Execution, Audits and Supervision, Nomination, Compensation Determination,

2.

and Other Functions (Current Corporate Governance Structure Overview)
1) Overview of the Current Structure
ORIX has adopted a structure separating operations and oversight through a “Company with
Nominating Committee, etc.” board model and has established a Board of Directors and threecommittees (Nominating Committee, Audit Committee, and Compensation Committee). By doing so,it has created a sound and highly transparent corporate governance structure.
[ORIX’s Corporate Governance System is Characterized By:]•

separation of operation and oversight through a “Company with Nominating Committee, etc.” board model;•

Nominating, Audit, Compensation Committees composed entirely of outside directors;•

all outside directors satisfying strict conditions for independence; and•all outside directors being highly qualified in their respective fields.

[Refer to the schematic diagram included in the reference materials attached to the end of this document.]
For details, refer to the ORIX website (Corporate Governance) and Form 20-F (Item 6. Directors, SeniorThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Management and Employees, CORPORATE GOVERNANCE SYSTEM).
2) Board of Directors
The Board of Directors carries out decisions related to items that, either as a matter of law or pursuant
to our Articles of Incorporation, cannot be delegated to executive officers, such as management
policies and basic policy on the internal control system, and other important items as determined by
the regulations of the Board of Directors. The Board of Directors monitors the execution of duties by
the directors and executive officers.
The Board of Directors sometimes delegates certain decision-making authority regarding operational
execution, except for matters decided by itself, to the representative executive officer (CEO) to
promote decision-making efficiency and operational execution.
Furthermore, the Board of Directors monitors basic policies decided by itself on a regular basis andreceives reports from executive officers and the three committees regarding execution status of theirrespective duties. Accordingly, the Board of Directors collects information and monitors theappropriateness of operational execution based on such information.
From April 1, 2023 through March 31, 2024, the Board of Directors met 8 times (*). The attendance
rate of directors for these meetings was 100%.
* Furthermore, the Board of Directors passed two deemed resolutions during fiscal 2024 based on
Article 370 of the Companies Act.
The Board of Directors as of the end of March 2024: 11 members, including 6 outside directors and5 internal directors. Chair: Internal director.
Members of the Board of Directors and attendance rate of each director are as follows.
Makoto Inoue (attended all meetings in the fiscal year ended March 2024)
Satoru Matsuzaki (attended all meetings in the fiscal year ended March 2024)
Stan Koyanagi (attended all meetings in the fiscal year ended March 2024)
Yasuaki Mikami (attended all meetings in the fiscal year ended March 2024)
Hidetake Takahashi (Member from June 2024)
Michael Cusumano (attended all meetings in the fiscal year ended March 2024)
Sakie Akiyama (attended all meetings in the fiscal year ended March 2024)
Hiroshi Watanabe (attended all meetings in the fiscal year ended March 2024)
Aiko Sekine (attended all meetings in the fiscal year ended March 2024)
Chikatomo Hodo (attended all meetings in the fiscal year ended March 2024)
Noriyuki Yanagawa (attended all meetings in the fiscal year ended March 2024)
During fiscal 2024, the Board of Directors determined the content of proposals to be submitted to thegeneral meeting of shareholders and basic management policy, elected executive officers, delegateddecisions on the execution of operations to the representative executive officer, evaluated theeffectiveness of the Board of Directors and monitored the execution of duties by executive officers

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
based on the reports from executive officers and the three committees.
<Approach to the Structure and Scale of the Board of Directors>
Our policy concerning the Board of Directors is that it shall be made up of directors including outside directors
with diverse knowledge and experience and shall have an appropriate number of members that does not impede
effective and efficient deliberations.
The selection of candidates for directors is resolved by the Nomination Committee, whose chairman andmembers are independent outside directors, in light of the criteria for selecting candidates for directors
established by the Nomination Committee. We have prepared a skills matrix listing the skills possessed by all
directors that are commensurate with the business areas and management strategies that are particularly
expected of them among ORIX’s wide range of business areas, and disclose this matrix, along with the policies
and procedures for the election of directors, in the reference materials for the general meeting of shareholders.
Of the 6 outside directors, 3 have management experience at other companies, and each outside director has
expertise appropriate to their background.
Of the total number of 11 members on our Board of Directors, 2 are female (18.1% of all directors) and 2 are
non-Japanese (18.1% of all directors). In addition, one of our ESG-related key goals is to increase the ratio ofoutside directors so outside directors comprise a majority of the Board of Directors by the General Meeting of
Shareholders in June 2023, and to increase the ratio of female directors on the Board of Directors to 30% ormore by the fiscal year ending March 2030. As of end of June 2023, the ratio of outside directors to the Boardof Directors was 54.5% (6 out of 11), which is more than half of the total and achieves the target ratio for
outside directors.
(Reference: Notice of the 61st Annual General Meeting of Shareholders references (shareholder resolutions)
https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/index.html)
3) Three Committees (Nominating Committee, Audit Committee, Compensation Committee)• Nominating Committee(3 Members: 3 outside directors; the chairperson is an outside director)
The Nominating Committee met 7 times in the fiscal year ended March 2024. The attendance rateby members at these meetings was 100%.
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 aresolution of the general meeting of shareholders. In addition, the Nominating Committee
deliberates on the agenda concerning the appointment or dismissal of the executive officers to beresolved at the Board of Directors meeting, although this is not required under the Companies Act
of Japan.
During fiscal 2024, the Nominating Committee determined the content of proposals to be submitted
to the general meeting of shareholders regarding the appointment of directors, deliberated on theselection of directors who would form each committee, appointed executive officers and group
executives and deliberated on changes to the division of duties and the succession plan.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Furthermore, the Nominating Committee ensures that the Board of Directors possesses theappropriate levels of and diversity in knowledge, experience, and expertise, through an establisheddecision-making process for directors’ appointments. The Nominating Committee also nominates
executive officer candidates to the Board of Directors following an assessment of candidates’ pastexperience, knowledge, and suitability for the position to execute business decisions in the
Company’s existing and new businesses.
(Internal Director)•

An individual with a high degree of expertise in ORIX Group’s business•

An individual with 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, businessadministration, law, and accounting, as such relate to corporate management•

An individual with extensive knowledge in areas such as politics, society, culture, andacademics, as such relate to corporate management• Audit Committee
3 Members (3 outside directors; the chairperson is an outside director)
The Audit Committee met 14 times in the fiscal year ended March 2024. The attendance rate bymembers at these meetings was 100%.
The Audit Committee monitors the operational execution of the directors and executive officers andprepares audit reports. In addition, the Audit Committee decides the content of proposals to appoint,
dismiss or refuse the reappointment of the Company’s independent auditor, which are submitted to
the general meeting of shareholders, and monitors and verifies whether the independent certified
public accountants are maintaining an unbiased attitude and an independent position and conducting
appropriate audits as a professional expert. Explanations concerning ORIX’s audit expenses are
made by the responsible personnel from the Accounting Department and after obtaining consent
from the Audit Committee, the particulars of and compensation for audit and non-audit services
provided to ORIX and its consolidated subsidiaries by domestic and overseas members firms
affiliated with the same network as our accounting auditors are approved in accordance with the
U.S. Public Company Accounting Reform and Investor Protection Act.
In fiscal 2024, the main items executed by the Audit Committee were a decision on the Audit
Committee Audit Plan (determination of audit policies, methods, allocation, and costs), a decisionon the remuneration of the independent certified public accountants, a decision on the evaluation
and reappointment of the independent certified public accountants, a decision on the Group Internal
Audit Department mid-term audit policy and annual audit plan, a decision on the policy for selecting
candidates for Audit Committee members, preapproval for entrustment of non-audit services, etc.,
the receipt of business execution reports by the CEO and executive officers, the receipt of reportson the Group Internal Audit Department activities, the receipt of internal control-related functions

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
activity reports, the receipt of financial reports, the receipt of accounting audits reports.

Toenhance discussion in the Audit Committee and to strengthen cooperation among Audit Committee
members, opportunities to reflect on the audit plan and audit activities were provided at regularintervals. In addition, the members of the Audit Committee collected information useful for audit
activities, including the current status of each business of the ORIX Group, business strategies, andproject progress, through activities such as briefing sessions with executive officers and inspectionsof business sites, operating facilities, etc.
• Compensation Committee
3 Members (3 outside directors; the chairperson is an outside director)
The Compensation Committee met 5 times in the fiscal year ended March 2024. The attendance rateby members at these meetings was 100%.
The Compensation Committee has the authority to set the policy for determining compensation for
directors and executive officers and to set the specific compensation for each individual director andexecutive officers.
During fiscal 2024, the Compensation Committee determined the performance evaluations andindividual payment amounts related to performance-linked compensation (annual bonus) for fiscal
2023, examined and determined the compensation system for directors and executive officers forfiscal 2024,examined the compensation levels for directors and executive officers based on theoutcome of an investigation by a third-party compensation research agency and deliberated on anddetermined the establishment of an executive compensation clawback policy.
[Membership of Each Committee][Nominating Committee](Chairperson)
Sakie Akiyama (outside director), (attended all meetings in the fiscal year ended March 2024)(Members)
Hiroshi Watanabe (outside director), (attended all meetings in the fiscal year ended March 2024)
Aiko Sekine (outside director), (attended all meetings in the fiscal year ended March 2024)[Audit Committee](Chairperson)
Aiko Sekine (outside director), (attended all meetings in the fiscal year ended March 2024) *(Members)
Chikatomo Hodo (outside director), (attended all meetings in the fiscal year ended March 2024)
Noriyuki Yanagawa (outside director), (attended all meetings in the fiscal year ended March 2024)*Audit Committee Chairperson Aiko Sekine is a qualified certified public accountant and as anaccounting specialist, has considerable knowledge of finance and accounting.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
[Compensation Committee](Chairperson)
Hiroshi Watanabe (outside director), (attended all meetings in the fiscal year ended March 2024)(Members)
Michael Cusumano (outside director) (attended all meetings in the fiscal year ended March 2024)
Chikatomo Hodo (outside director) (attended all meetings in the fiscal year ended March 2024)
4) Liability Limiting Agreements with Outside Directors
ORIX has entered into liability-limiting agreements with outside directors pursuant to Article 427,
Paragraph 1 of the Companies Act that limit the liability of outside directors to pay compensatory
damages specified in Article 423, Paragraph 1 of the Companies Act. The maximum amount ofcompensatory damages for which outside directors are liable pursuant to those agreements is theminimum amount of liability specified in Article 425, Paragraph 1 of the Companies Act. The
limitation of liability is limited to cases where an outside director acted in good faith and withoutgross negligence in the performance of the duties that was the basis of the liability.
5) Execution of Operations•

Under the “Company with Nominating Committee, etc.” board model, and within the scope of laws
and ordinances, corporate decisions made at the Board of Directors are delegated to the representative
executive officer to accelerate and achieve efficiency in business operations.

•

The representative executive officer makes important business execution decisions after deliberations
by the Executive Committee (“EXCO”) or other appropriate committees in accordance with theCompany’s internal policies. The business execution duties of executive officers are decided by the
Board of Directors and the representative executive officer and these duties are carried out based
upon the Company’s internal policies. (for information on executive officers, see II-1. Executive
Officers above).

[Bodies Involved in Business Execution]
Important decision-making related to business execution, monitoring, discussions, and information
sharing is carried out by the following bodies.

i.

Executive Committee
The EXCO deliberates on important matters related to the management of the Company. Mattersconsidered crucial to our operations are reported to the Board of Directors as appropriate.

ii.

Sustainability Committee
The Sustainability Committee deliberates on important matters related to promoting andimplementing sustainability. Additionally, certain matters are reported to the Board of Directors
depending on the content and level of importance.
*External experts may potentially be invited.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.

iii.

Investment and Credit Committee
The Investment and Credit Committee deliberates on regarding investments and credit transactions
that exceed certain specified investment or credit amounts. Matters considered crucial to ouroperations are reported to the Board of Directors as appropriate after being deliberated on by the
EXCO.

iv.

Information Technology Management Committee
The Information Technology Management Committee deliberates on important matters related toestablishing fundamental policies for IT operations and IT strategy and implementing andmaintaining IT systems.

v.

Disclosure Committee
To ensure timely and appropriate disclosure of information material to ORIX Group, the Disclosure
Committee receives reports on material non-public information from persons in charge of each unit
and takes steps necessary to determine whether or not timely disclosure of such information isnecessary, and the appropriate means of disclosing such information.

vi.

Group Executive Officer Committee
The Group Executive Officer Committee (comprised of executives and group executives (appointed
by the Board of Directors from among the directors and executive officers of Group companies.))
discusses important matters relating to the business execution of ORIX Group.

vii.

Business Unit Strategy Meeting
The Business Unit Strategy Meeting discusses matters such as the strategy of each business unit andchanges in the business environment.

3. Reason for Implementing Current Corporate Governance Structure•

ORIX believes that swift execution of business operations is vital to effectively respond to changes in thebusiness environment. Furthermore, we believe that ORIX promotes improved management transparency
through a corporate governance system in which outside directors, who have expert knowledge in theirrespective fields, monitor and advise on the lawful and appropriate execution of operations with an independentview. Based on these principles, our Board of Directors possesses an oversight function, and under the“Company with Nominating Committee, etc.” board model delegates certain responsibilities to the threecommittees to carry out the role of effective governance. (See the history of ORIX’s corporate governancesystem below)•

Among the three committees of the Board of Directors (Nominating, Audit and Compensation), a majority ofthe members of the Nominating Committee are outside directors and all members of the Audit andCompensation Committees are outside directors, and the chairperson for each committee is appointed fromamong the outside directors to help separate the oversight function of the Board of Directors from the execution

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
of operations and avoid conflicts of interest with our shareholders.
•

In addition, all outside directors must meet objective and specific “Requirements for Independent Directors”
stipulated by the Nominating Committee.
[Below is a summary of the history of ORIX’s corporate governance system:]June 1997 Established Advisory Board
June 1998 Introduced Corporate Executive Officer system
June 1999 Introduced Outside Director System
June 2003 Adopted the “Company with Committees” board model
May 2006 Adopted the new “Company with Committees” board model in line with the enactment of theCompanies Act of JapanMay 2015 Adopted the new “Company with Nominating Committee, etc.” board model in line with theamendment of the Companies Act of Japan
Implementation Status of Measures Related to Shareholders and Other Stakeholders

III.
1.

Efforts to Revitalize General Meetings of Shareholders and Facilitate the Exercise of Voting Rights
Additional Information

Early Issuing of General Meeting of Shareholders Notice

The notice of convocation of the regular General Meetingof Convocationof Shareholders (held on June 25, 2024) was issued onJune 3, 2024, 7 days before the statutory requirement.
Notice was also posted on the Tokyo Stock Exchange andon the ORIX website on May 27, 2024.

General Meeting of Shareholders Avoiding Concentrated

The date was selected to avoid days when meetings wereDays

expected to be most concentrated, though the General
Meeting of the Shareholders is annually held at a large
venue so many shareholders can attend and therefore
venue availability and schedules are factors in selecting adate.

Electromagnetically Exercising Voting Rights

Shareholders can vote electronically by PC or smart phoneusing the voting site of Mitsubishi UFJ Trust and Banking
Corporation, which is ORIX’s shareholder registryadministrator.

Participation in the Electronic Voting Rights Platform and

ORIX participates in the electronic voting platform

Other Efforts to Improve the Voting Rights Environment

operated by ICJ, Inc.

for Institutional Investors
English Translation of the Notice of Convocation

An English translation of the notice of convocation isposted on the ORIX website before the notices are issued.

Other

Since 2021, we are livestreaming our General Meeting of
Shareholders to share the event with as many shareholders
as possible. Also, we have started accepting pre-questions

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
since 2022.
The results of resolutions are posted without delay
following conclusion of the meeting. The numbers of“for,” “against,” and “abstain” votes for each proposed
resolution are also disclosed in an interim report on thestatus of voting.
(See: https://www.orix.co.jp/grp/en/ir/)2.

Status on IR-Related Activities
Additional Information

Creation

and

ORIX has established an IR Policy and published it to ORIX’s

Publicationofwebsite.

Explanation from
Representative―

Disclosure Policy

See: https://www.orix.co.jp/grp/en/ir/policy.html

Periodic Briefings for

ORIX holds briefings for individual investors.

No

Periodic Briefings for

Briefings are conducted quarterly following the announcement

Yes

Analystsof financial results. Investor meetings are also periodically held.

Individual Investors
andInstitutional Investors
Periodic Briefings for

Briefings are conducted quarterly following the announcement

Overseas Investorsof financial results. Overseas investor meetings are also

IR Documents Posted

periodically held.
Annual reports, summary financial statements and other IRmaterials are posted on the ORIX website.
(See: https://www.orix.co.jp/grp/en/ir/)―

Investor Relations and Sustainability Department

―

―

―

to Website
Establishment

of

Yes

Department (Person in
Charge) Related to IR
Other

3.

Status Regarding Regard for Stakeholder Positions
Additional Information

Internal

Rules

Stipulating

ORIX Group Code of Conduct, and Sustainability Policy—which are applicable toRegard for Stakeholder Positions

all business activities and employees carrying out such activities—stipulate respect
for stakeholder positions.
In November 2021, ORIX revised its Sustainability Policy and updated its ESGrelated material issues, in which it defines its relationship with stakeholders. The
Policy states: “Work with our stakeholders to promote a healthier environment
through goods and services that help mitigate adverse environmental impacts”,“Continue to improve employee satisfaction by respecting the diversity of ourThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
employees and creating an inclusive working environment that promotes flexible
working styles and provides career development support, fair performance review
and compensation schemes, and employee health support systems”, and “Emphasis
on client satisfaction and developing and offering sustainable products andservices”.
References:https://www.orix.co.jp/grp/en/about/code_of_conduct/
Implementationof

https://www.orix.co.jp/grp/en/sustainability/about/policy.html
The Investor Relations and Sustainability Department is responsible forEnvironmental

Conservation

sustainability matters and reporting to and presenting these matters to the Board of

Activities, CSR Activities andDirectors, the Executive Committee, the Sustainability Committee and the CEO on

More

activities related to sustainability, while receiving direction and judgment on thematter. Additionally, the Department collaborates with business units andmanagement units across the Group on sustainability matters.
In November 2021, ORIX revised its Sustainability Policy to define important ESGrelated material issues and key goals and established the Sustainability Committee
as one of the executive bodies to steadily implement these issues and goals acrossthe organization. For information regarding sustainability initiatives at ORIX
Group in addition to strategies such as scenario analyses regarding TCFD
recommendations, please refer to our Integrated Report and the ORIX sustainability
website.
[Integrated Report]
https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html[Sustainability Website]
https://www.orix.co.jp/grp/en/sustainability/

Formation of Policies Related to

Our Sustainability Policy stipulates that we will "Engage with all stakeholders,Information

maintain transparency in our operations, and adequately consider stakeholder

Stakeholders

Provisiontofeedback in our activities”.
Additionally, to meet the information disclosure needs of our shareholders andvarious stakeholders, we disclose information based on the Financial Instruments
and Exchange Acts as well as the policies determined by the Financial Instruments
Exchange on which ORIX’s securities are listed. We have established the“Disclosure of Corporate Information Regulations” to ensure timely, appropriate,
prompt, accurate, and fair information disclosure.
(Reference: https://www.orix.co.jp/grp/en/ir/policy.html)

Other・Promoting Diversity, Equity & Inclusion
For ORIX Group to continue providing new value, it is important to support
not only typical diversity in terms of nationality, age, gender, and work

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
history, but also diversity in perspectives and ways of thinking. We believe
this requires more than just diversity in terms of fostering a culture that
accepts various kinds of knowledge and values, and inclusion in terms oftaking advantage of that diversity to create an environment that encourages
friendly competition. It also requires greater promotion of the concept ofequity based on the implementation of measures for our human resourcesthat support content tailored to each employee’s strengths and backgroundstatus, so that all employees can continue to play an active role. By
respecting the diversity of our employees and promoting flexible working
styles, we create comfortable, fulfilling, and valuable workplaces where
diverse human resources can play an active role. We also support theindependent career design of each employee so that they can draw a clear
career path for themselves. We thus connect employee growth through selfrealization to growth of the company all together.
・Ensuring Diversity
Obtaining talent that can accommodate ORIX Group’s ever-changing
enterprise, maintain and grow its diverse businesses, and adapt to shifts inthe overall business environment is crucial to ORIX Group. ORIX also
focuses on recruiting mid-career employees and conducting overseas hiring
for new graduates outside of Japan. As of March 31,2024, 64.8% of hires
for the fiscal year ending in March 2024 were mid-career hires.
Additionally, 41.0% of the employees are mid-career employees, and 2.0%
are non-Japanese employees.
・Women’s success in the workplace
Taking the lead in women’s active participation in the workplace from avery early stage, ORIX began recruiting female university graduates forcomprehensive work positions in 1982 before the enforcement of Japan’s
Equal Employment Opportunity Law in 1986. We actively expand systems
that provide support to help our female employees navigate various life
events after they join the Group and have been enhancing career support so
women can maximize their capabilities, expand their roles, and advancetheir careers. ORIX is supporting the enhancement of work environments
to enable employees to work in ways that accommodate life events while
maximizing their abilities and expertise, thereby encouraging a balance
between work and personal life.
In particular, we focus on consistent measures before and after life events,
during maternity and childcare leave, and after returning to work.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
Particularly, in the training after returning to work, direct supervisors also
participate in part of the training, share ideas and values about work, andsupport career development by assigning appropriate tasks according to themotivation and ability of the employee. In addition, as part of our efforts topromote the advancement of women, we offer work-life balance seminars
in which couples can participate and the promote childcare leave for men,
and we also provide mentoring with general managers for managementlevel employees so that they can learn from their more senior perspective.
・Human resource development and autonomous career development support
ORIX places great importance on knowledge and growth gained throughbusiness activities, considering them to be pillars of development. As afoundation to support these efforts, in addition to various training systems
and self-development support systems, we have established a fair
performance review and compensation scheme to increase employee
motivation. As of March 31, 2024, the average training hours per employee
is 37.6 hours per year, and the average training cost per employee is 112,826
yen per year. By working to develop employee growth with responsibility
and enhancing communication with employees, we invest in the future of
our employees.
At the same time, ORIX supports the growth of employees by providingthem with opportunities and an environment that enables them to make theirown career choices by supplying practical information to help chart theirmid- to long-term careers as well as opportunities to acquire skills in new
fields. Specifically, through systems such as the internal intern system—
where employees can work in a different department of their choice for adesignated period of time—and the career challenge system which allows
employees to make a direct appeal to a department to which they wish to betransferred, ORIX allows employees to encounter and experience various
work environments and jobs while remaining within the company and leads
to increased employee motivation, active challenges and autonomous careerdevelopment. In addition, the “Self-application system,” which allows
employees to directly state to the human resources department where theywish to transfer, is available for all employees once a year, and is used as agreat opportunity to think about their own careers.
・Creating a work environment where employees can work healthily and with peaceof mind
ORIX Group promotes the creation of workplaces where employees withdiverse backgrounds can work healthily and with peace of mind byrespecting each other’s values and recognizing diverse and flexible working

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
styles. With a policy of developing a wide range of options so that each
employee can combine and utilize personnel systems according to theirsituation, we are promoting flexible working styles by shortening regular
working hours, making it possible to choose flexible working styles such asa super flextime system (flextime system without core working hours) as
well as an hourly annual paid leave system, and by providing satellite
offices and mobile environments of good quality.
Please see ORIX’s website for how our human resources strategy is supporting oursustainable growth.

[Human Resources Strategy to Support Sustainable Growth]
https://www.orix.co.jp/grp/en/sustainability/employee/[Human Resources System]
https://www.orix.co.jp/grp/en/sustainability/employee/management_systems.html[Human Resource Development System]
https://www.orix.co.jp/grp/en/sustainability/employee/development.html[Employee Health and Safety]
https://www.orix.co.jp/grp/en/sustainability/employee/health.html[Human Resources Data]
https://www.orix.co.jp/grp/en/sustainability/employee/data.html

Information Regarding Internal Control Systems

IV.
1.

Basic Policy on Internal Control Systems
ORIX has established and operates the internal control systems described below from the perspectives of
efficiently executing business while promptly and flexibly responding to changes in the businessenvironment as well as ensuring the proper execution of business by ORIX Group including risk
management, compliance, group company management, and audit systems. In conjunction with changes inthe business environment and the expansion and diversification of business, we continuously and proactively
improve and enhance internal control systems.
The Board of Directors has adopted the following resolutions concerning the “Framework for Securing the
Adequacy of ORIX Business Procedures (internal control systems)” specified in Article 416 of theCompanies Act and Article 112 of the Companies Act Enforcement Regulations. A summary of basic policies
regarding “Framework for Securing the Adequacy of ORIX Business Procedures (internal control systems)”
deliberated within the Board of Directors can be found below. Moreover, a summary of the status ofoperations during the fiscal year ended March 2024 can be found in the “ORIX Corporate Governance 3.
Internal Control System of ORIX” of the information disclosed on the internet when notice of the
convocation of the 61st Annual General Meeting of Shareholders was posted.
(See: https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/index.html)

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.

I.

Maintaining Systems to Ensure the Adequacy of the Business Procedures of ORIX Group
1. Systems to ensure the efficiency of the execution of business operations
1) The Company adopts the “Company with Nominating Committee, etc.” board model. To theextent permitted under laws and regulations, the Board of Directors may resolve the Company
to delegate the power to resolve execution of operations to the representative executive officer
to enhance the speed and efficiency of execution of business operations.
2) ORIX Group adopts appropriate internal authority policies for each group company depending
on its size and category in order to carry out business operations efficiently.
3) ORIX Group establishes internal bodies such as its Executive Committee in order to facilitate
deliberation and information sharing regarding important matters related to management of theCompany and ensure effective and efficient business execution by the representative executive
officer.
2. Systems of risk management
ORIX Group monitors and manages risks relating to the ORIX business according to type of risk andimpact on business management through its risk management system to meet the changes in thebusiness environment, changes accompanying expansion of business, and potential diversification ofrisk.
3. Systems of information management
The Company establishes systems that regulate the storage and management of information relating
to the performance of the duties of executive officers, including documents such as the minutes of
the committees, internal application approvals, and other information. The Company establishes rules
and procedures about the classification of the information, the manner in which information is
managed and period in which it is kept and matters pertaining to disposal of information. Throughthese rules and procedures, the Company promotes development of a system that ensuresconfidentiality and the effective usage of information.
4. Systems of compliance
1) ORIX Group has adopted and promotes Group common principles such as the “ORIX Group
Purpose & Culture”, and ORIX Group Code of Conduct.
2) ORIX Group has enacted the ORIX Group Code of Conduct regarding compliance in order toguide directors, executive officers, and employees in acting in accordance with laws andregulations, internal rules, and ethical norms and requires their compliance with it.
3) ORIX Group has whistleblower channels to discover illegal or unethical conduct, human rights
violations or violations of internal rules at an early stage through consultation or reporting, toavoid deplorable events, and take necessary actions to improve and enhance the integrity of ORIX.
4) The internal audit department of the Company performs internal audits of the effectiveness of theinternal control system, efficiency and effectiveness of operations, compliance with laws andThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
regulations, and other factors pertaining to the management of ORIX Group through a risk-based
approach. In addition, the internal audit department of the Company and corporate auditors of thegroup subsidiaries jointly monitor critical risk.
5) To secure the accuracy and reliability of financial reporting, ORIX Group establishes systems toensure adequate internal control over financial reporting.
6) Further strengthen the Group internal management system from a global perspective.
7) The internal control-related functions establish systems and monitor and assist the operations of
ORIX Group to comply with laws and regulations and the Articles of Incorporation.
5. Systems of group company management
With regard to management, operation, and other matters within the group subsidiaries, the Company
has enacted the system through the rules of the Company, the Management Advisory Agreement
between the Company and each subsidiary, and dispatched officers to report on important matters of
the subsidiaries to the Company. Additionally, the Company shall give advice and guidance tosubsidiaries if necessary.
II. Matters Necessary for Execution of Duties of the Audit Committee
1. Systems of reporting to the Audit Committee① The directors, executive officers, and employees of ORIX Group shall report to the Audit Committee
upon becoming aware of any fact that occurred at a group company in the course of a businessactivity that constitutes serious breach of laws and regulations or serious breach of the Articles ofIncorporation or serious misconduct or any fact that could cause significant damage to such groupcompany.
② In cases where directors, executive officers, or employees of ORIX Group report to and consult
through internal whistleblower channels and the head of whistleblower channels judges that suchreport or consultation is of a serious nature, he/she shall report such information to the Audit
Committee of the Company. In addition, the directors, executive officers, or employees of ORIX
may report to the Audit Committee or the appointed audit member within the Audit Committee (themember responsible for the collection of information on the performance of the duties andinvestigation of the operating assets, hereinafter the “Appointed Audit Member”) of concerns
regarding accounting, accounting internal control, auditing, or matters relating to ORIX directors,
executive officers and group executive officers.
③ The directors, executive officers, and employees of ORIX Group shall report information requestedby the Appointed Audit Member to the Audit Committee of the Company periodically or as
appropriate.
2. Systems to ensure that persons who have reported to or consulted with the Audit Committee are not treatedadversely
ORIX Group internal rules stipulate that any director, executive officer, or employee of ORIX who hasreported to or consulted with the whistleblower channels and/or the Audit Committee shall not be treatedThis document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
adversely by reason of said report or consultation.
ORIX establishes a system in which reporters/consultors will not receive an adverse treatment as a result of
their reporting or consulting by adopting internal rules that stipulate that any person who treats whoever soreported or consulted adversely in violation of internal rules shall be disciplined pursuant to the internal rules.
3. Systems to ensure that audit by the Audit Committee is effectively performed① The executive officer of the Company who is in charge of the internal audit department shall attend
important ORIX Group meetings upon assignment from the Appointed Audit Member, and reportnecessary information for auditing to the Audit Committee in a timely manner to support the
information gathering of the Audit Committee.
② To conduct the internal audit of the Company, the internal audit department of the Company shalldevelop an annual audit plan and seek approval for the plan from the Audit Committee.
③ The internal audit department of the Company shall, by way of an Audit Results Report, inform the
Audit Committee of the results of each group company’s internal audit. In addition, the internal audit
department of the Company will take measures regarding the matters which were pointed out by theaudit to improve, will conduct a follow-up audit etc., and report on the status of any improvements
to the Audit Committee.
④ The internal audit department of the Company shall continually collaborate with the Audit
Committee and cooperate fully with any request for investigation by the Audit Committee.
4. Directors and employees who assist in the duties of the Audit Committee① The Company has the Audit Committee Secretariat to assist the operations of the Audit Committee.
② As necessary, the Audit Committee may commission the Audit Committee Secretariat to assist in
the operation of the Audit Committee.
5. Ensuring independence of the Audit Committee Secretariat staff
The appointment and evaluation of, changes in, and disciplinary action against the Audit Committee
Secretariat staff shall be effected with the approval of the Audit Committee.
6. Ensuring effectiveness of the instructions of the Audit Committee
Regarding operations that the Audit Committee Secretariat staff carries out on instructions from the
Audit Committee; the executive officers themselves shall cooperate, and direct others to cooperate.
7. Costs of performance of duties of the Audit Committee① The Company bears the cost and expenses in connection with conducting the duties of the Audit
Committee.
② The Audit Committee may appoint outside experts to conduct its duties as necessary.
Basic Policy on Prevention of Harm by Antisocial Forces

2.

1) Basic Policy on Prevention of Harm by Antisocial Forces

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
ORIX Group refuses to have any involvement with any antisocial forces and do not engage in any acts that
may encourage their activities. The Group as a whole adheres to the basic policy of standing firm against
such forces and will respond as follows.
•

We will work systematically against antisocial forces, and make sure that our employees are protectedfrom antisocial forces.

•

To prevent harm from antisocial forces, we will build and maintain close, collaborative relationships
with external specialized institutions, such as police, Tokuboren (the Federation for Action to Prevent
Organized Crime within the Jurisdiction of the Tokyo Metropolitan Police Department), the National
Center for Removal of Criminal Organizations, and lawyers.

•

We will refuse any unreasonable demands from antisocial forces.

•

With regard to unreasonable demands from antisocial forces, we will take legal action, both civil andcriminal, if necessary.

•

We will not engage in backdoor dealings with antisocial forces or provide funds to antisocial forces.

2) Status of Development Toward Elimination of Antisocial Forces•

Status of Development of ORIX Group Code of Conduct, Internal Rules, etc.
In its ORIX Group Code of Conduct, ORIX Group commits itself to avoid involvement with
antisocial organizations and announces that commitment on the ORIX Group website. As internal
rules, the Group has established “Policy on Prevention of Money Laundering and Providing Funds to
Terrorists,” and the basic policy of the Rules has been publicized on ORIX Group’s website.

•

Status of Development of Internal Structure• Status of establishment of department in charge and persons responsible for prevention of
unreasonable demands
The department in charge of handling unreasonable demands from antisocial forces is the
Corporate Administration department, and the manager and others in the Corporate
Administration department are designated as persons responsible for prevention of
unreasonable demands.
The Company also works with related departments within the Company and Group
companies to deal with such matters.
• Status of collaboration with external specialized institutions
We strive to build close, collaborative relationships with external specialized institutions,
including police, and collect information from local police stations by joining andparticipating in auxiliary organizations of the Metropolitan Police Department. For legal
handling and response, we collaborate closely with corporate attorneys.
• Status of collection and management of information on antisocial forces
ORIX Group executives and employees are obligated to report to Incident Management
Bureau in accordance with the “Incident Management Rules” upon detecting involvement ofantisocial forces in business.
We have developed a system that requires reporting to the department in charge as incident
information, as well as implementation of prompt action to reduce risk, if an unreasonable
demand is made by antisocial forces.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
• Status of development of response manuals
For ORIX Group executives and employees, we have developed a “Antisocial Force
Response Manual,” which sets forth responses to be made during ordinary times to block
relationships with antisocial forces and emergency responses to be made when involvementof an antisocial forces is detected.
Other

V.

Anti-Takeover Measures in Place

1.

Installation of Anti-Takeover Measures

No

Additional Information
At this point, we have not introduced any anti-takeover measures.
We will continue to carefully examine this matter in light of amendments to laws and regulations and environmental
changes and act if necessary.
Other Information on Corporate Governance Framework

2.

[End of this document: attachments]
1) Schematic Diagram of Corporate Governance Framework(as of June 28, 2024)*Please refer below 2) for Internal Control System Framework

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy
relating to the content of the Report, the Japanese version shall prevail.
2) Schematic Diagram of Internal Control System (as of June 28, 2024)

3) Overview of Timely Disclosure System
The Company considers that disclosure control constitutes a significant part of its entire corporate
governance. To ensure and realize timely and appropriate disclosure of material information for ORIX Groupand implement timely and appropriate information disclosure to stakeholders, we have developed a timely
disclosure system. The following is an overview.
•

The Disclosure Committee, which plays a key role in our timely disclosure control, is chaired by the CFO
and consists of the Global General Counsel and the executive officers in charge of Compliance and Internal
Audit. When undisclosed material information is reported by an Executive Officer of the Company or the
person in charge of an ORIX Group company department, the Disclosure Committee examines mattersrelated to the disclosure of the material information, such as the applicability of the material information, thenecessity of disclosure, and disclosure methods, and take the necessary steps.

•

Additionally, in order to operate the timely disclosure system appropriately, we have established theDisclosure Committee Secretariat, which takes charge of the system, while formulating and disseminating
the “Rules on Timely Disclosure of Company Information” as Group rules that apply to the Company andits subsidiaries. The Rules stipulate the disclosure system and reporting procedures and set forth the points
for the determination of material information, which include the types and criteria of information subject todisclosure in order to help determine the necessity of reporting.

•

The person in charge of each department is responsible for compliance with these rules and developing asystem for that purpose and is obliged to report to the Disclosure Committee immediately (within 24 hours
at the latest) upon the occurrence of material information.