IX Orix Corporation

/s/ Yasuaki Mikami

Member of the Board of Directors

Senior Managing Executive Officer

Responsible for Corporate Function Unit

Responsible for Work Style Reform Project

ORIX Corporation

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

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.

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

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.

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.

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 of particular importance are also reported as necessary to the Board of Directors.

Ratio of women employees

Ratio of women employees in managerial positions

Ratio of mid-career recruits

Ratio of mid-career recruits in managerial positions

Ratio of non-Japanese employees

Ratio of non-Japanese employees in managerial positions

The 10 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, ORIX Credit 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 10 companies as of March 31, 2023, was 10,358.)

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 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 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.

ORIX has established our corporate philosophy, the ORIX Group Purpose & Culture, in which we have established and publicly released our target business indicators. The details are released on the ORIX website and in securities reports.

For information on ORIX’s fundamental approach to corporate governance, please refer to I-1. Fundamental Approach, etc. above.

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.

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.

For information on the reasons why director candidates were nominated, see the reference information (matters to be resolved) in the Notice of the 60^th Annual General Meeting of Shareholders.

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.

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.

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.

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.

For information concerning the status of concurrent positions held by directors, see the directors’ professional experience posted on the ORIX website.

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 Board of Directors meeting.

An overview of the effectiveness of the Board of Directors for FY2023.3 as follows.

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 the governance 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 that the recognition of the Board of Directors regarding the composition of the Board of Directors meeting and other 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 for enhancing the effectiveness of the Board of Directors meeting was discussed at the Board of Directors meeting.

February 2023: The policy of analyzing and evaluating the effectiveness of the Board of Directors meeting was agreed upon at the Board of Directors meeting.

March to April 2023: The interview was conducted based on the results of the questionnaire.

May 2023: 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.

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

The members of the Board of directors have diverse backgrounds.

Majority of the members are well-experienced outside directors, and most of the authorities related to decision-making are delegated to the management side.

The Board of Directors meetings are operated with a system effectively supervising the management.

Executive officers and the administration office of the Board of Directors meeting are responding to the request required by the outside directors and spontaneously tackling to improve the effectiveness of the Board of Directors meeting further.

The relationship of trust is built between the management side and the board members.

Timely information sharing on important initiatives

Providing investors’ perspectives and having dialogues with investors by outside directors

Along with continuous opportunities to explain mid-to-long-term strategies of each division for outside directors, providing question-and-answer sessions focused on topics of greater interest to outside directors by moving up the schedule of material distribution and taking questions from outside directors in advance.

When appointed to director and executive officer positions, personnel receive proper explanations from attorneys and others regarding their legal duties and responsibilities and other matters to be complied with as corporate 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 the officers 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.

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.

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

The Investor Relations and Sustainability Department is responsible for creation of IR materials and for serving 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.

For each quarterly earnings announcement, ORIX Group holds briefings for sell-side analysts and institutional 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 and overseas) by posting our quarterly earnings presentation materials and audio recordings (Japanese and English) on the same day as release on our corporate website. We work to diversify our shareholder base through 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 of Japan, visiting overseas investors for meetings, and holding at least one explanatory meeting for retail shareholders each year.

Opinions and concerns voiced during conversations with shareholders and in analyst reports are regularly 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 Department 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 executives in charge of Investor Relations, Corporate Planning, Compliance and other entities) carries out the necessary operations associated with the timely and appropriate disclosure of information, including management of material non-public information.

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 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 Japanese and Asian investors, and one in the United States of America (New York) primarily for handling European and US investors.

ORIX engages in quarterly dialogue with sell-side analysts and institutional investors (fund managers, analysts, ESG staff, and proxy representatives) from a variety of investment styles within Japan and abroad. In the fiscal year ended March 2023, ORIX completed roughly 500 meetings with investors.

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.

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 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. 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 make efforts to continually improve corporate value over the medium to long term.

Based on our dialogue with investors and the feedback received, we have implemented the following initiatives.

Although we previously had only disclosed target figures for the final year (FY25.3) in our medium-term 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, we also provided a segment level profit outlook for FY24.3, and added disclosure in new categories (10 segments divided into four categories) that are easier for investors to analyze.

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 and sales from FY23.3 Q2’s presentation materials. In the FY23.3 Q4 presentation materials, we disclosed detailed information such as investment amounts and return data for major new investments and sales made during FY23.3.

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

We are endeavoring to improve the market’s view of our share price valuation (including PBR and other metrics), 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 price are disclosed in the materials below.

Capital Structure

Name

The Master Trust Bank of Japan, Ltd. (Trust Account)

Custody Bank of Japan, Ltd. (Trust Account)

SSBTC CLIENT OMNIBUS ACCOUNT (permanent agent: Tokyo Branch, The Hongkong and Shanghai Banking Corporation Limited)

CITIBANK, N.A. -N.Y, AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDERS (permanent agent: Tokyo Branch, Citibank N.A.)

STATE STREET BANK WEST CLIENT-TREATY 505234 (permanent agent: Mizuho Bank, Ltd.)

JP Morgan Securities Inc.

SMBC Nikko Securities Inc.

JP Morgan Chase Bank 385781 (permanent agent: Mizuho Bank, Ltd.)

BNYM AS AGT/CLTS Non Treaty JASDEC (permanent agent: MUFG Bank, Ltd.)

STATE STREET BANK AND TRUST COMPANY 505223 (permanent agent: Mizuho Bank, Ltd.)

Company Information

Guidelines for Measures to Protect Minority Shareholders in Dealing with Controlling Shareholders

Other Special Conditions That Could Potentially Affect ORIX’s Corporate Governance

1) Our views and policies regarding Group management

Of ORIX’s consolidated subsidiaries, only one is publicly traded: Ubiteq Inc. (Tokyo Stock Exchange Standard). While Ubiteq’s independence as a consolidated subsidiary is respected and Ubiteq is expected to use creative ideas to expand business activities, it has also established a compliance manual and compliance policies that firmly abide by applicable laws and regulations based on ORIX’s various Group governance policies. This will lead to strengthening compliance awareness and enhancing the internal structures and systems of this listed subsidiary company. Additionally, inter-group transactions and exchanges are closely monitored to ensure they are conducted lawfully and appropriately.

2) The significance of having a publicly listed subsidiary

Conducting business activities as an ORIX Group company allows our publicly listed subsidiary 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 pursuits of optimizing the utilization of management resources and improving profitability. Additionally, cooperating 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. The differences in the Company and Ubiteq’s business areas enable Ubiteq to maintain independence and be autonomous in its company management and to abundantly acquire high-performing human resources as 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 building and operating a Group-wide internal control system, ORIX has constructed a system in which we require publicly listed subsidiary companies to report in advance on risks we consider significant across the Group. We also require publicly listed subsidiaries to report in advance on matters related to disclosures, limiting this requirement to matters that have the potential to affect our timely disclosures to meet our disclosure requirements, and matters that have the potential to affect the Group’s consolidated financial statements. 4 of the 6members 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.

Status of Business Management Organization and Other Corporate Governance Systems Related to Management Decision-Making, Execution and Supervision

Institutional Composition

Name

Information

Relation to Company (*1)

a

b

c

d

e

f

g

h

i

j

k

Executive for ORIX and/or its subsidiary

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

Executive for a sister company of ORIX

A party of which the major client or supplier is ORIX

Major client or supplier of ORIX or an executive thereof

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

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

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

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

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

Other

Name

Committee

Independent
Officer

Additional Information

Reason for Appointment

Nominating
Committee

Compensation
Committee

Audit
Committee

Mr. Michael Cusumano satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, he has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  Deputy Dean, Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology

•  Member of the Board of Directors (Outside Director), Multitude SE

Ms. Sakie Akiyama satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, she has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  Founder, Saki Corporation

•  Member of the Board of Directors (Outside Director), Sony Group Corporation,

•  Member of the Board of Directors (Outside Director), JAPAN POST HOLDINGS Co., Ltd.

•  Member of the Board of Directors (Outside Director), Mitsubishi Corporation

Mr. Hiroshi Watanabe satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, he has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  President, Institute for International Monetary Affairs

•  Member of the Board of Directors (Outside Director), Mitsubishi Materials Corporation

Aiko Sekine

*Name on family register is Aiko Sano.

Ms. Aiko Sekine satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, she has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  Professor, Waseda University, Faculty of Commerce

•  Trustee, International Valuation Standards Council

•  Advisor, Japanese Institute of Certified Public Accountants

•  Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited

•  Outside Audit & Supervisory Board Member, IHI Corporation

Mr. Chikatomo Hodo satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, he has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  Member of the Board of Directors (Outside Director), Konica Minolta Inc.

•  Member of the Board of Directors (Outside Director), Mitsubishi Chemical Group Corporation

•  Member of the Board of Directors (Outside Director), Sumitomo Mitsui Banking Corporation

Mr. Noriyuki Yanagawa satisfies the Conditions for Director Independence determined by the Nominating Committee (see Independent Officers below), and there is no likelihood of a conflict of interests with general shareholders, and therefore, he has been designated an independent officer required by stock exchanges for protection of general shareholders, and stock exchanges have been notified of this designation.

(Concurrent Positions)

•  Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo.

All Members

Full-Time
Members

Internal Directors

Outside Directors

Chairperson

Name

Representative

Rights

Concurrent Position as Director

Concurrent
Position as
Employee

Nominating
Committee

Compensation
Committee

Status of Independent Officers

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.

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 and preceding 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 the greater 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.

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

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.

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 the organization) 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.

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 a tax accounting firm) who personally performed the audit work (excluding engagement as a supporting role) for ORIX Group in the current fiscal year and preceding 3 fiscal years.

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.

There must be no material conflict of interest or any possible conflict of interest that might influence the individual’s judgment in performing their duties as an outside director.

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 and operating the Board of Directors and the three committees are necessary for enhancing the effectiveness of the supervisory functions of business execution. ORIX engages in a variety of business in Japan and overseas, and consequently, 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.

Status of main activities by outside directors (status of attendance and statements at Board of Directors and three committees’ meetings during the fiscal year ended March 2023)

Mr. Michael Cusumano attended all 8 of the Board of Directors meetings and all 4 of the Compensation Committee meetings held in the fiscal year ended March 2023. As a global authority on business strategy and technology management, 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. He proactively expressed his opinions and made proposals at meetings of the Board of Directors, mainly from his perspective as an expert in technology. He also contributed to the Compensation Committee’s deliberations on compensation for Directors and Executive Officers from a variety of perspectives, including comparative analyses with global companies.

Ms. Sakie Akiyama attended all 8 of the Board of Directors meetings and all 6 of the Nominating Committee meetings held in the fiscal year ended March 2023. She sufficiently fulfilled her role in providing highly effective supervision of the Company’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 and Executive Officers appropriate for the Company’s business development, as well as on the succession plan.

Mr. Hiroshi Watanabe attended all 8 of the Board of Directors meetings, all 6 of the Nominating Committee meetings, all 3 of the Compensation Committee meetings since he assumed office member of the Compensation Committee and all 3 of the Audit Committee meetings when he was a committee member held in the fiscal year ended March 2023. 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 domestic and international finance and economics. He proactively expressed his opinions and made proposals at meetings of 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 in deliberating on the compensation system and compensation levels for Directors and Executive Officers in order to enhance its function as a medium and long-term incentive.

Ms. Aiko Sekine attended all 8 of the Board of Directors meetings, all 6 of the Nominating Committee meetings and all 14 of the Audit Committee meetings held in the fiscal year ended March 2023, As an expert in accounting, she sufficiently fulfilled her role in providing highly effective supervision of the Company’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 chairperson of the Audit Committee, she played a leading role in deliberating on the effectiveness of the Company’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 4 of the Compensation Committee meetings, and 13 of 14 meetings of the Audit Committee held in the fiscal year ended March 2023. 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 corporate management and digital business. He proactively expressed his opinions and made proposals at meetings of the Board of Directors, mainly from his perspective as a manager based on his extensive experience and extensive experience in digital business. In addition, he also contributed to the Audit Committee’s deliberations on the effectiveness of the Company’s internal control system from a variety of perspectives, including changes in the domestic and overseas environment surrounding corporate management.

Mr. Noriyuki Yanagawa attended all 6 of the Board of Directors meetings and all 11 of the Audit Committee meetings that have taken place since he was officially inducted to the Board of Directors and Audit Committee held in the fiscal year ended March 2023. 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 meetings of 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 effectiveness of the Company’s internal control system from a variety of perspectives, as a specialist in economic and fiscal policy.

Persons who received total compensation of ¥100 million or more in the fiscal year ended March 2023 are indicated in the securities report. The 5 individuals are Makoto Inoue, Representative Executive Officer, President and Chief Executive Officer, Shuji Irie, Senior Managing Executive Officer, Satoru Matsuzaki, Senior Managing Executive Officer, Yoshiteru Suzuki, Senior Managing Executive Officer, and Stan Koyanagi, Senior Managing Executive Officer of ORIX. The details of their compensation are set forth below.

Details of Officer Compensation (FY 2023.3)

Fixed compensation was ¥106 million paid to the 7 outside directors and ¥579 million paid to the 23 executive officers (including executive officers who also serve as directors*).

Performance-linked compensation was ¥500 million paid to the 23 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:

Company-wide performance indicator

Division performance indicator

The amount paid as share-based compensation, equal to the number of points confirmed to be provided as the portion for the fiscal year ended March 2023 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 7 outside directors and ¥629 million paid to the 23 executive officers. The total amount of share-based compensation actually paid in the fiscal year was ¥103 million not included in the above amount paid to 1 director and 1 executive officer who retired during the fiscal year (including executive officers concurrently serving as directors).

3 executive officers were newly appointed (including executive officers concurrently serving as directors) and1 director and 1 executive officer (including executive officers concurrently serving as directors) resigned. As of March 31, 2023, there were 11 directors (including 6 outside directors) and 22 executive officers (including executive officers concurrently serving as directors).

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 the compensation of directors and executive officers in accordance with their respective roles based on a decision of the Compensation Committee held on June 22, 2023.

Compensation Policy for Directors

The compensation policy for directors who are not also executive officers aims for compensation composed in 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, the Company 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 shares corresponding to the number of points they have accumulated at the time of retirement.

Compensation Policy for Executive Officers

The compensation policy for executive officers, including those who are also directors, aims for a level of compensation that is effective in maintaining business operation functions, while also incorporating a component that is linked to current period business performance. Specifically, ORIX’s compensation structure for executive officers consists of fixed compensation, performance-linked compensation, and share-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 each position.

Performance-linked compensation (annual bonuses) for the fiscal year ended March 2021 is based on the level of achievement of the consolidated net income annual growth target as a company-wide performance indicator. 50% of the position-based standard amount is adjusted based on this company-wide indicator within a range of 0% to 200%. The remaining 50% is adjusted using the level of achievement of the division’s target for which the relevant executive officer was responsible as a division performance indicator (*3) within a range of 0% to 300%. In the case of representative executive officers, the level of achievement 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 an amount ranging from 0% to 30% of the base amount for each position using progress toward the ESG-related Key Goals as an indicator. If progress towards ESG-related Key Goals is proceeding as planned, the payment 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 the number of points accumulated at the time of retirement.

Compensation Clawback Policy

This Policy provides for the clawback of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth therein.

To secure the effective operation of the Board of Directors and each committee, the Secretariat of the Board 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, and Group 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 prior explanations 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 business site visit, the Audit Committee Secretariat conducts initiatives so that Audit Committee members, who are outside directors, can deepen their understanding of ORIX Group’s business.

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, and other 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 designated 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 designated 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 in a timely and appropriate manner to support information gathering by the Audit Committee. The Audit Committee is also able to make use of external advisors, attorneys, and other professionals as necessary for the performance of its duties.

Name

Position/

Status

Role

Employment Status

(Full-Time/Part-Time,

Compensation etc.)

Resignation
Date

Term

June 24,

2014

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 execution of the company’s business.

Treatment of consultants, advisors, and other such positions including compensation is determined in accordance with provisions determined by the Board of Directors following deliberations by the Compensation Committee and shall not exceed ¥30 million yen.

Details Regarding Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions (Current Corporate Governance Structure Overview)

Overview of the Current Structure

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.

Board of Directors

Three Committees (Nominating Committee, Audit Committee, Compensation Committee)

Nominating Committee

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

An individual with excellent business judgment and business administration skills

An individual with a wealth of experience as a business administrator

An individual with professional knowledge in fields such as economics, business administration, law, and accounting, as such relate to corporate management

An individual with extensive knowledge in areas such as politics, society, culture, and academics, as such relate to corporate management

Audit Committee

Compensation Committee

Audit Committee Chairperson Aiko Sekine is a qualified certified public accountant and as an accounting specialist, has considerable knowledge of finance and accounting.

Liability Limiting Agreements with Outside Directors

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 the Company’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).

Group executives (discussed below*) are appointed by the Board of Directors from among the directors and executive officers of Group companies.

Executive Committee

Sustainability Committee

Investment and Credit Committee

Information Technology Management Committee

Disclosure Committee

Group Executive Officer Committee

Business Unit Strategy Meeting

Title

Name

Position

President, ORIX Real Estate Corporation

Representative Director and President, DAIKYO INCORPORATED

President, ORIX Auto Corporation

Member of the Board of Directors, Ubiteq, INC.

Name on family register is Hiroko Arai.

Reason for Implementing Current Corporate Governance Structure

ORIX believes that swift execution of business operations is vital to effectively respond to changes in the business environment. Furthermore, we believe that ORIX promotes improved management transparency through a corporate governance system in which outside directors, who have expert knowledge in their respective fields, monitor and advise on the lawful and appropriate execution of operations with an independent view. 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 three committees to carry out the role of effective governance. (See the history of ORIX’s corporate governance system below)

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

Implementation Status of Measures Related to Shareholders and Other Stakeholders

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

Additional Information

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 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 the status of voting. (See: https://www.orix.co.jp/grp/en/ir/)

Status on IR-Related Activities

Additional Information

Explanation from

Representative

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

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

Status Regarding Regard for Stakeholder Positions

Additional Information

ORIX Group Code of Conduct, and Sustainability Policy—which are applicable to 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 ESG-related 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 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 and services”.

References:

https://www.orix.co.jp/grp/en/about/code_of_conduct/

https://www.orix.co.jp/grp/en/sustainability/about/policy.html

The Investor Relations and Sustainability Department is responsible for sustainability matters and reporting to and presenting these matters to the Board of Directors, the Executive Committee, the Sustainability Committee and the CEO on activities related to sustainability, while receiving direction and judgment on the matter. Additionally, the Department collaborates with business units and management units across the Group on sustainability matters.

In November 2021, ORIX revised its Sustainability Policy to define important ESG-related material issues and key goals and established the Sustainability Committee as one of the executive bodies to steadily implement these issues and goals across the 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/

Our Sustainability Policy stipulates that we will “Engage with all stakeholders, maintain transparency in our operations, and adequately consider stakeholder feedback in our activities”.

Additionally, to meet the information disclosure needs of our shareholders and various 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)

• Promoting Diversity, Equity & Inclusion

For ORIX to continue providing new value, it is important to support not only typical diversity in terms of nationality, age, gender, and work 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 of taking advantage of that diversity to create an environment that encourages friendly competition. It also requires greater promotion of the concept of equity based on the implementation of measures for our human resources that support content tailored to each employee’s strengths and background status, 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 the independent career design of each employee so that they can draw a clear career path for themselves. We thus connect employee growth through self-realization to growth of the company all together.

• Ensuring Diversity

Obtaining talent that can accommodate ORIX’s ever-changing enterprise, maintain and grow its diverse businesses, and adapt to shifts in the overall business environment is crucial to ORIX. ORIX also focuses on recruiting mid-career employees and conducting overseas hiring for new graduates outside of Japan.

• Women’s success in the workplace

Taking the lead in women’s active participation in the workplace from a very early stage, ORIX began recruiting female university graduates for comprehensive 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 advance their 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. Particularly, in the training after returning to work, direct supervisors also participate in part of the training, share ideas and values about work, and support career development by assigning appropriate tasks according to the motivation and ability of the employee. In addition, as part of our efforts to promote 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 management-level 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 through business activities, considering them to be pillars of development. As a foundation 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. 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 providing them with opportunities and an environment that enables them to make their own career choices by supplying practical information to help chart their mid- 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 a designated period of time—and the career challenge system which allows employees to make a direct appeal to a department to which they wish to be transferred, 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 career development. In addition, the “Self-application system,” which allows employees to directly state to the human resources department where they wish to transfer, is available for all employees once a year, and is used as a great opportunity to think about their own careers.

• Creating a work environment where employees can work healthily and with peace of mind

ORIX promotes the creation of workplaces where employees with diverse backgrounds can work healthily and with peace of mind by respecting each other’s values and recognizing diverse and flexible working styles. With a policy of developing a wide range of options so that each employee can combine and utilize personnel systems according to their situation, we are promoting flexible working styles by shortening regular working hours, making it possible to choose flexible working styles such as a 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 our sustainable growth.

[Human Resources Strategy to Support Sustainable Growth]

https://www.orix.co.jp/grp/en/sustainability/employee/

[Human Resources Systems]

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

[Personnel-Related Information]

https://www.orix.co.jp/grp/en/sustainability/employee/data.html

Information Regarding Internal Control Systems

Basic Policy on Internal Control Systems

Maintaining Systems to Ensure the Adequacy of the Business Procedures of ORIX Group

Systems to ensure the efficiency of the execution of business operations

The Company adopts the “Company with Nominating Committee, etc.” board model. To the extent 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.

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.

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 the Company and ensure effective and efficient business execution by the representative executive officer.

Systems of risk management

Systems of information management

Systems of compliance

ORIX Group has adopted and promotes Group common principles such as the “ORIX Group Purpose & Culture”, and ORIX Group Code of Conduct.

ORIX Group has enacted the ORIX Group Code of Conduct regarding compliance in order to guide directors, executive officers, and employees in acting in accordance with laws and regulations, internal rules, and ethical norms and requires their compliance with it. The ORIX Group Code of Conduct strictly prohibits involvement with unlawful or anti-social organizations permanently.

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, to avoid deplorable events, and take necessary actions to improve and enhance the integrity of ORIX.

The internal audit department of the Company performs internal audits of the effectiveness of the internal control system, efficiency and effectiveness of operations, compliance with laws and 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 the group subsidiaries jointly monitor critical risk.

To secure the accuracy and reliability of financial reporting, ORIX Group establishes systems to ensure adequate internal control over financial reporting.

Further strengthen the Group internal management system from a global perspective.

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.

Systems of group company management

Matters Necessary for Execution of Duties of the Audit Committee

Systems of reporting to the Audit Committee

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 business activity that constitutes serious breach of laws and regulations or serious breach of the Articles of Incorporation or serious misconduct or any fact that could cause significant damage to such group company.

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 such report 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 (the member responsible for the collection of information on the performance of the duties and investigation 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.

The directors, executive officers, and employees of ORIX Group shall report information requested by the Appointed Audit Member to the Audit Committee of the Company periodically or as appropriate.

Systems to ensure that persons who have reported to or consulted with the Audit Committee are not treated adversely

Systems to ensure that audit by the Audit Committee is effectively performed

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 report necessary information for auditing to the Audit Committee in a timely manner to support the information gathering of the Audit Committee.

To conduct the internal audit of the Company, the internal audit department of the Company shall develop an annual audit plan and seek approval for the plan from the Audit Committee.

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 the audit to improve, will conduct a follow-up audit etc., and report on the status of any improvements to the Audit Committee.

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.

Directors and employees who assist in the duties of the Audit Committee

The Company has the Audit Committee Secretariat to assist the operations of the Audit Committee.

As necessary, the Audit Committee may commission the Audit Committee Secretariat to assist in the operation of the Audit Committee.

Ensuring independence of the Audit Committee Secretariat staff

Ensuring effectiveness of the instructions of the Audit Committee

Costs of performance of duties of the Audit Committee

The Company bears the cost and expenses in connection with conducting the duties of the Audit Committee.

The Audit Committee may appoint outside experts to conduct its duties as necessary.

Basic Policy on Prevention of Harm by Antisocial Forces

Basic Policy on Prevention of Harm by Antisocial Forces

We will work systematically against antisocial forces, and make sure that our employees are protected from 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 and criminal, if necessary.

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

Status of Development Toward Elimination of Antisocial Forces

Status of Development of ORIX Group Code of Conduct, Internal Rules, etc.

Status of Development of Internal Structure

Status of establishment of department in charge and persons responsible for prevention of unreasonable demands

Status of collaboration with external specialized institutions

Status of collection and management of information on antisocial forces

Status of development of response manuals

Other

Anti-Takeover Measures in Place

Other Information on Corporate Governance Framework

Schematic Diagram of Corporate Governance Framework

Please refer below (2) for Internal Control System Framework

Schematic Diagram of Internal Control System (as of January 16, 2024)

Overview of Timely Disclosure System

The Disclosure Committee, which plays a key role in our timely disclosure control, is chaired by the responsible for Corporate Function Unit and consists of the executive officers in charge of various departments, including: Corporate Planning Department, Investor Relations and Sustainability Department, Corporate Communications Department, Treasury Department, Accounting Department, Credit and Investment Management Departments, Corporate Legal Department, Group Compliance Department, Group Human Resources and Corporate Administration Department Management Department, and Group Internal Audit Department. 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 matters related to the disclosure of the material information, such as the applicability of the material information, the necessity of disclosure, and disclosure methods, and take the necessary steps.

Additionally, in order to operate the timely disclosure system appropriately, we have established the Disclosure 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 and its 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 to disclosure 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 a system 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.