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    8591   JP3200450009

ORIX CORPORATION

(8591)
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Delayed Japan Exchange  -  05/23 02:00:00 am EDT
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ORIX : Releases its Updated Corporate Governance Report 2022 (English version)

01/24/2022 | 08:57pm EDT

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: January 25, 2022

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/

  1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Information

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 have therefore established a sound and transparent corporate governance system.
  • Details concerning corporate governance 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 and in securities reports.

[Reasons for Non-Compliance with the Principles of the Corporate Governance Code]

Information is based on the Corporate Governance Code after its revision in June 2021 (including content for the Prime Market division of the Tokyo Stock Exchange).

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 1-4Cross-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 at which 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. When transactions are conducted with the approval of the Board of Directors, the details are reported to the Board and 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]

  • Cognizant that due consideration for sustainability issues is essential to meet societal expectations and achieve long-term growth as an enterprise that creates new value, ORIX appropriately addresses sustainability issues including social and environmental problems.
  • ORIX established the ORIX Group Sustainability Policy ("Sustainability Policy") as an action policy concerning sustainability and takes actions to address sustainability in business based on this policy.

[ORIX Group Sustainability Policy] https://www.orix.co.jp/grp/en/sustainability/about/index.html[Sustainability Report] https://www.orix.co.jp/grp/en/sustainability/sustainability_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, 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 working environment that promotes flexible working styles and provides career development support, fair performance review and compensation schemes, and employee health support systems.

People are ORIX's most important resource. Bringing onboard diverse human resources regardless of nationality, age, gender, or work history nurtures a Fusion of Intelligence built on diverse values and expertise. Based on its personnel strategy "Keep Mixed", ORIX aims to create new value and a workplace that maximizes the abilities and expertise of each employee.

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 talent capable 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 2021.

[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[Sustainability Report] https://www.orix.co.jp/grp/en/sustainability/sustainability_report/index.html

Proactive, Measurable Goals for Ensuring Diversity

As of March 31, 2021, our women employees, mid-career recruits, and overseas employees are as follows:

ORIX Corporation

ORIX Group*

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.

Ratio of women employees

43.3%

45.8%

Ratio of women employees in

26.2%

23.5%

managerial positions

Ratio of mid-career recruits

40.1%

58.7%

Ratio of mid-career recruits in

39.7%

54.1%

managerial positions

Ratio

of

non-Japanese

2.0%

0.9%

employees

Ratio

of

non-Japanese

0.8%

0.5%

employees

in

managerial

positions

*Total figure for 10 major ORIX Group companies in Japan

(10 major ORIX Group companies refers to: ORIX Corporation, ORIX Rentec, ORIX Auto, ORIX Credit, ORIX Real Estate, ORIX Computer Systems, ORIX Bank, ORIX Life Insurance, ORIX Eco Services and ORIX Asset Management & Loan Services. The total number of employees at these 10 companies as of March 31, 2021 was 10,363.)

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 women employees to account for over 30% of management positions at ORIX Group by the end of the fiscal year ending March 31, 2030.

Additionally, ORIX Group is strengthening its efforts to hire and promote mid-career recruits and non- Japanese employees based on its "Keep Mixed" human resource strategy. 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 premise that employees come from a wide range of diverse backgrounds.

[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 chaired by the ORIX Group CFO and with the officers responsible for finance, accounting, and personnel as members.
  • Matters concerning asset management policies and policy-based asset composition allocations are investigated by the Asset Management Committee and determined by the Representative Counsel. The financial status of the pension fund is extremely good 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 is determined at the time of financial recalculation, which is performed every five years, and is verified annually and reviewed as necessary.
  • All service providers to whom management of the fund has been outsourced have accepted the Japanese version of the Stewardship Code. The fund holds quarterly management reporting

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.

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 is confirmed.

  • Exercise of voting rights concerning ORIX Group shares and investment targets is performed in accordance with 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 the qualifications 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[Sustainability Report] https://www.orix.co.jp/grp/en/sustainability/sustainability_report/index.html

  1. ORIX has established and publicly released its core policies and target business indicators. The details are released 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.).
  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 the Compensation 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 of Compensation 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 and procedures 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

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.

Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions.

  1. For information on the reasons why director candidates were nominated, see the reference information (matters to be resolved) in the Notice of the 58th 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 above in (4), taking into consideration the individual business experience and knowledge of each candidate. Profiles of each executive officer can be found on the ORIX website.
    (See https://www.orix.co.jp/grp/en/about/overview/officer/index.html)

[Principle 3-1-3Sustainability-related Initiatives]

<> Initiatives>

In November 2021, the Board of Directors deliberated on matters to be addressed by the Group regarding sustainability, formulated basic policies for sustainability, and approved ORIX's Group-wideESG-related material issues and key goals. We have also established a new executive body, the Sustainability Committee, to accelerate the promotion and implementation of sustainability at ORIX.

For information regarding sustainability initiatives at ORIX Group in addition to strategies such as scenario analyses regarding TCFD recommendations, please refer to the ORIX sustainability website and Sustainability Report 2021.

[Sustainability Report] https://www.orix.co.jp/grp/en/sustainability/sustainability_report/index.html[Sustainability Website] https://www.orix.co.jp/grp/en/sustainability/

Please refer to our Integrated Report 2021 and Sustainability Report 2021 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 [Sustainability Report] https://www.orix.co.jp/grp/en/sustainability/sustainability_report/index.html

[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]

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

ORIX Corporation published this content on 25 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2022 01:56:06 UTC.


© Publicnow 2022
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Sales 2022 2 568 B 20 084 M 20 084 M
Net income 2022 309 B 2 414 M 2 414 M
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