Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation

TOKYO, Japan - May 21, 2020 - ORIX Corporation (TSE: 8591; NYSE: IX) made public an announcement that it decided the candidates for Member of the Board of Directors. The nominations are scheduled to be finalized at the 57th Annual General Meeting of Shareholders of the Company on June 26, 2020.

The Company announced that it decided the composition of the Audit, Nominating and Compensation Committees. The nominations are scheduled to be finalized at the Board of Directors meeting after the 57th Annual General Meeting of Shareholders of the Company on June 26, 2020. Candidates for the 12 Member of the Board of Directors positions (including 6 Outside Directors) are as follows:

Makoto Inoue

Ryuji Yasuda (Outside Director)

Shuji Irie

Heizo Takenaka (Outside Director)

Shoji Taniguchi

Michael Cusumano (Outside Director)

Satoru Matsuzaki

Sakie Akiyama (Outside Director)

Stan Koyanagi

Hiroshi Watanabe (Outside Director, newly nominated)

Yoshiteru Suzuki (newly nominated)

Aiko Sekine (Outside Director, newly nominated)

Details on Candidates for New Member of the Board of Directors

Yoshiteru Suzuki (Born January 15, 1963)

Apr.1985

Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)

Jul.1999

Partner, KPMG LLP

Jun.2002

Joined Cerberus Capital Management L.P.

Jan.2010

Representative Director and President, Cerberus Japan K.K.

Oct.2015

Rejoined ORIX Corporation

Jan.2018

Executive Officer

Deputy President, ORIX USA Corporation (currently ORIX Corporation USA)

Jan.2019

Managing Executive Officer

Sep.2019

President and Chief Executive Officer, ORIX Corporation USA (present position)

Jan.2020

Senior Managing Executive Officer (present position)

Basis for candidacy for appointment as a Member of the Board of Directors

Mr. Yoshiteru Suzuki is a candidate for new Member of the Board of Directors. He has wide-ranging experience and knowledge incorporate management through his past experiences, including Representative Director and President, Cerberus Japan K.K. Moreover, at the Company, he has a wealth of experience and advanced knowledge relating to the diversified business activities of the ORIX Group through his business execution experience in the business field of the United States of America. The Nominating Committee has appointed him as a new candidate for Member of the Board of Directors because it has determined that he can be expected to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of his knowledge and experience, etc., gained from inside and outside the company.

Details on Candidates for New Member of the Board of Directors (Outside Director)

Hiroshi Watanabe (Born June 26, 1949)

Apr.1972

Joined the Ministry of Finance

Jan.2003

Director-General, International Bureau, Ministry of Finance

Jul.2004

Vice Minister of Finance for International Affairs, Ministry of Finance

Oct.2007

Special Advisor, Japan Center for International Finance

Apr.2008

Professor, Graduate School of Commerce and Management / Faculty of Commerce and

Management at Hitotsubashi University

Oct.2008

Deputy Governor, Japan Finance Corporation

Apr.2012

Deputy Governor, Japan Bank for International Cooperation

Dec.2013

Governor, Japan Bank for International Cooperation

Oct.2016

President, Institute for International Monetary Affairs (present position)

Jun.2017

Outside Director, Mitsubishi Materials Corporation (present position)

Basis for candidacy for appointment a Member of the Board of Directors

Mr. Hiroshi Watanabe is a candidate for new Member of the Board of Directors (Outside Director). He served successively as in key positions at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and currently serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, wide-ranging experience and knowledge of corporate management.

The Nominating Committee has appointed him as a candidate for new Member of the Board of Directors (Outside Director) because it has determined he can be expected to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Aiko Sekine (Born May 13, 1958)

Apr.1981

Joined Citibank, N.A., Tokyo Branch

Oct.1985

Joined Aoyama Audit Corporation

Mar.1989

Certified as Public Accountant, Japan

Jul.2001

Partner of Chuo Aoyama Audit Corporation

Sep.2006

Partner of Aarata Audit Corporation (currently PricewaterhouseCoopers Aarata LLC)

Jul.2007

Executive Board Member of Japanese Institute of Certified Public Accountants

Jan.2008

Board Member of International Ethics Standards Board for Accountants, International

Federation of Accountants

Jul.2010

Deputy President of Japanese Institute of Certified Public Accountants

Jul.2016

Chairman and President of Japanese Institute of Certified Public Accountants

Jan.2019

Member of the Nominating Committee, International Federation of Accountants

Jul.2019

Advisor of Japanese Institute of Certified Public Accountants (present position)

Jun.2020

Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited (scheduled)

Outside Audit & Supervisory Board Member , IHI Corporation (scheduled)

Basis for candidacy for appointment as a Member of the Board of Directors

Ms. Aiko Sekine is a candidate for new Member of the Board of Directors (Outside Director). She served on government and institutional finance and accounting councils both in Japan and overseas, and served as Partner of Aarata Audit Corporation and Chairman and President of Japanese Institute of Certified Public Accountants. She has extensive knowledge as a professional accountant.

The Nominating Committee has appointed her as a candidate for new Member of the Board of Directors (Outside Director) because it has determined she can be expected to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.

Details on Candidates for Member of the Board of Directors (Outside Director)

Ryuji Yasuda (Born April 28, 1946)

Jun.1991

Director, McKinsey & Company

Jun.1996

Chairman, A. T. Kearney, Asia

Jun.2003

Chairman J-Will Partners, Co., Ltd.

Apr.2004

Professor, Graduate School of International Corporate Strategy at Hitotsubashi University

Jun.2009

Outside Director, Yakult Honsha Co., Ltd. (present position)

Jun.2013

Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Jun.2015

Outside Director, Benesse Holdings, Inc. (present position)

Mar.2017

Adjunct Professor, Graduate School of International Corporate Strategy at Hitotsubashi

University

Apr.2018

Adjunct Professor, Graduate School of Business Administration, Hitotsubashi University

Department of International Corporate Strategy (present position)

Outside Director, Kansai Mirai Financial Group, Inc. (present position)

Mar.2020

President, Tokyo Woman's Christian University (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Ryuji Yasuda is a candidate for Member of the Board of Directors (Outside Director). He served successively as Director of McKinsey & Company and Chairman of A.T. Kearney, Asia, and currently serves as an adjunct professor at Graduate School of Business Administration, Hitotsubashi University Department of International Corporate Strategy. He has a specialized knowledge on corporate strategy acquired through a wide range of past experience.

As Chairperson of the Compensation Committee, he has actively expressed his opinions and made proposals during deliberations between the Member of the Board of Directors and Executive Officer's compensation system and compensation levels in order to enhance their role as medium- and long-term incentives, from an expertise in corporate strategy based on his wide-ranging experience and knowledge.

The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Heizo Takenaka (Born March 3, 1951)

Apr.1990

Assistant Professor, Faculty of Policy Management at Keio University

Apr.1996

Professor, Faculty of Policy Management at Keio University

Apr.2001

Minister of State for Economic and Fiscal Policy

Sep.2002

Minister of State for Financial Services and for Economic and Fiscal Policy

Jul.2004

Elected to House of Councillors

Sep.2004

Minister of State for Economic and Fiscal Policy and Communications and Privatization of

Postal Services

Oct.2005

Minister for Internal Affairs and Communications and Privatization of Postal Services

Dec.2006

Director, Academyhills (present position)

Aug.2009

Chairman and Director, PASONA Group Inc. (present position)

Apr.2010

Professor, Faculty of Policy Management at Keio University

Jun.2015

Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Apr.2016

Professor, Faculty of Regional Development Studies at Toyo University (currently Faculty of

Global and Regional Studies at Toyo University) (present position)

Director, Center for Global Innovation Studies at Toyo University (present position)

Jun.2016

Board of Directors (Outside Director), SBI Holdings, Inc. (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Heizo Takenaka is a candidate for Member of the Board of Directors (Outside Director). He served successively as Minister of State for Economic and Fiscal Policy, Minister of State for Financial Services, Minister of State for Communications and Privatization of Postal Services and Minister for Internal Affairs, and currently serves as Professor at Faculty of Global and Regional Studies at Toyo University. He has a deep understanding of

the environment and events of business management and economics and financial policies both in Japan and overseas.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Audit Committee, pointing to important matters regarding company management, using his expertise in economics and financial policies.

The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Michael Cusumano (Born September 5, 1954)

Jul.1986

Assistant Professor, Sloan School of Management at Massachusetts Institute of Technology

Jul.1996

Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute

of Technology (present position)

Jul.2007

Professor, Faculty of Engineering Systems, School of Engineering at Massachusetts Institute

of Technology

Apr.2016

Special Vice President and Dean, Tokyo University of Science

Apr.2019

Member of the Board of Directors (Outside Director), Ferratum Plc (present position)

Jun.2019

Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Apr.2020

Senior Specially Appointed Professor, Tokyo University of Science (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Michael Cusumano is a candidate for Member of the Board of Directors (Outside Director). He currently serves as Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology, and as a global authority has a deep understanding of business strategy and technology management.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Compensation Committee, pointing to important matters regarding company management, using his expertise in business strategy and technology management.

The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Sakie Akiyama (Born December 1, 1962)

Apr.1987

Joined Arthur Andersen & Co.

Apr.1994

Founded Saki Corporation

Representative Director and Chief Executive Officer, Saki Corporation

Oct.2018

Founder, Saki Corporation (present position)

Jun.2019

Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Member of the Board of Directors (Outside Director), Sony Corporation (present position)

Board of Directors (Outside Director), JAPAN POST HOLDINGS Co., Ltd. (present position)

Jun.2020

Member of the Board (Outside Director), Mitsubishi Corporation (scheduled)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Ms. Sakie Akiyama is a candidate for Member of the Board of Directors (Outside Director). She founded Saki Corporation and served as a Representative Director and Chief Executive Officer of Saki Corporation. She has wideranging experience and knowledge of corporate management.

She has actively expressed her opinions and made proposals during deliberations at Board of Directors Meeting and Nominating Committee pointing to important matters regarding company management, using her expertise in corporate management.

The Nominating Committee has appointed her as a candidate for Member of the Board of Directors (Outside Director) because it has determined she can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company's management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.

Nominating Committee

4 Members (Outside Directors: 3)

Chairperson: Sakie Akiyama

Members: Ryuji Yasuda, Hiroshi Watanabe and Makoto Inoue

Audit Committee

3 Members (Outside Directors: 3)

Chairperson: Aiko Sekine

Members: Heizo Takenaka and Hiroshi Watanabe

Compensation Committee

3 Members (Outside Directors: 3)

Chairperson: Ryuji Yasuda

Members: Michael Cusumano and Aiko Sekine

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 37 countries and regions across the world.

Going forward, ORIX intends to utilize its strengths and expertise, which generate new value, to establish an independent ORIX business model that continues to evolve perpetually. In this way, ORIX will engage in business activities that instill vitality in its companies and workforce, and thereby contribute to society. For more details, please visit our website: https://www.orix.co.jp/grp/en/

(As of March 31, 2020)

Caution Concerning Forward Looking Statements:

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under "Risk Factors" in the Company's annual report on Form 20-F filed with the United States Securities and Exchange Commission and under "(4) Risk Factors" of the "1. Summary of Consolidated Financial Results" of the "Consolidated Financial Results April 1, 2019 - March 31, 2020."

Attachments

  • Original document
  • Permalink

Disclaimer

ORIX Corporation published this content on 21 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2020 06:48:06 UTC