Orix Corporation TSE:8591

ORIX : Releases its Updated Corporate Governance Report 2026 (English version)

Published

Source: MarketScreener

Corporate Governance Report

Final revision date: January 16, 2026

ORIX Corporation Representative Executive Officer: Hidetake Takahashi 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] ORIX 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 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.

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

      • ORIX’s progress in addressing sustainability-related issues and group-wide policies in promoting sustainability is regularly discussed in the Sustainability Committee chaired by the Group CEO, and areas of particular importance are also reported to the Board of Directors.

        [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 career development 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 has expanded outward from its core financial businesses into neighboring fields and has grown into a unique corporate group with a diversified business portfolio. We want to continue generating sustainable growth in an array of businesses, so we need to bring together diverse people with their own experience and skills and accelerate the fusion of knowledge that drives innovation. ORIX Group’s approach to human capital management has the three components: instilling our unique core values that underlie our actions; enhancing our core capabilities, which serve as our capacity for organizational innovation; and providing a workplace in which diverse human resources can play an active role. The objective of our approach is to create new businesses and increase the value of existing operations to generate sustainable business growth.

        Maximizing the value of our human capital and quickly satisfying various market needs will help us realize the ORIX Group Purpose & Culture and increase the Group’s corporate value. At the same time, we are committed to creating a working environment in which the diverse human resources who support these diverse businesses can maximize their abilities and expertise, stay healthy, and feel motivated to work. 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 the ORIX website and our Integrated Report.

        [ORIX Website: Human Capital Management 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

        Proactive, Measurable Goals for Ensuring Diversity

        As of March 31, 2025, our female employees, mid-career recruits, and non-Japanese employees are as follows:

        ORIX Corporation

        The 9 Group Companies in

        Japan*1

        Ratio of female employees

        45.4%

        47.8%

        Ratio of female in managerial

        positions

        33.2%

        28.8%

        Ratio of mid-career recruits

        41.5%

        58.9%

        Ratio of mid-career recruits in

        managerial positions

        39.6%

        57.6%

        Ratio of non-Japanese employees

        2.0%

        1.0%

        Ratio of non-Japanese employees

        in managerial positions

        0.8%

        0.5%

        *1 The 9 Group Companies in Japan (ORIX Corporation, ORIX Auto Corporation, ORIX Rentec Corporation, ORIX Asset Management & Loan Services Corporation (currently RISA RT Asset Management & Loan Services)*2, 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 of March 31, 2025, was 10,155.)

        *2 All shares held were sold as of July 1, 2025.

        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*3 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, 2025, the ratio of female managers in the ORIX Group was 33.2% for ORIX on a non-consolidated basis and 28.8% for the 9 Group companies in Japan. As of January 1, 2026, 5 of ORIX’s 32 executive officers are female, accounting for 15.6% of all officers.

        Additionally, we promote various initiatives to support flexible working styles and ensure that employees feel motivated to work, fostering an inclusive and respectful environment for our diverse workforce. ORIX also focuses on recruiting mid-career employees and conducting overseas hiring for new graduates outside of Japan.

        *3 All key sustainability goals are subject to compliance with local law. If any of the above goals may be unlawful, the targets do not apply.

        [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 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 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 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 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.

      • The fund expressed its support for the Asset Owner Principles, recognizing them as valuable in fulfilling our fiduciary duty to manage pension assets in the best interests of our members and beneficiaries. We have formally declared adherence to each of the principles.

      • 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, including non-financial information, through means such as our website 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,” and we have publicly released our target management indicators. The details are released on the ORIX website, in the Integrated Report and our 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 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 (matters to be resolved) in the Notice of the 62st 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 3-1-3 Sustainability-related Initiatives]

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/

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