Corporate Governance Management Team€¦ · Headquarters Executive Officer Hideto Nishitani Vice...

Corporate Governance

Management Team

Kazuo KojimaDirector and Corporate Executive Vice PresidentDomestic Sales Administrative HeadquartersChairman, ORIX Rentec CorporationChairman, ORIX Auto Corporation

Yoshiyuki YamayaDirector and Corporate Executive Vice PresidentReal Estate HeadquartersPresident, ORIX Real Estate CorporationChairman, ORIX Golf Management LLC

Tamio UmakiDirector and Corporate Executive Vice PresidentChief Information OfficerHuman Resources and Corporate Administration Headquarters

Yoshihiko MiyauchiDirector, Representative Executive Officer,Chairman and Chief Executive Officer

Makoto InoueDirector, Representative Executive Officer,President and Chief Operating Officer

Haruyuki UrataDirector, Representative Executive Officer,Deputy President and Chief Financial OfficerCorporate Planning DepartmentCorporate Communications Department

Hiroaki NishinaDirector and Vice ChairmanGroup Corporate SalesGroup Kansai RepresentativeChairman, ORIX Real Estate CorporationPresident, ORIX Baseball Club Co., Ltd.

Robert FeldmanOutside Director

Takeshi NiinamiOutside Director

Nobuaki UsuiOutside Director

Hirotaka TakeuchiOutside Director

Takeshi SasakiOutside Director

Eiko TsujiyamaOutside Director

Directors

44 ORIX Corporation Annual Report 2012

Corporate Philosophy

ORIX is constantly anticipating market needs and working to contribute to society by developing leading financial servic-

es on a global scale and striving to offer innovative products that create new value for customers.

Management Policy

• ORIX strives to meet the diverse needs of its customers and to deepen trust by constantly developing superior services.

• ORIX aims to strengthen its base of operations and achieve sustained growth by integrating ORIX’s resources to promote

synergies amongst different units.

• ORIX makes efforts to maintain a corporate culture that encourages a sense of fulfillment and pride by developing personnel

resources through corporate programs and promoting professional development.

• ORIX aims to attain stable medium- and long-term growth in shareholder value by implementing these initiatives.

Profit Distribution Policy

• ORIX believes that securing profits from its businesses primarily as retained earnings, and utilizing them for strengthening its

base of operations and making investments for growth, assists in sustaining profit growth while maintaining financial stabili-

ty, leading to increased shareholder value.

• Regarding dividends, ORIX responds to shareholder expectations through increasing shareholder value through mid- to

long-term profit growth and steady distribution of profit.

1 Yoshihiko Miyauchi

2 Makoto Inoue

3 Tamio Umaki

4 Kazuo Kojima

5 Takeshi Sasaki

6 Hirotaka Takeuchi

7 Nobuaki Usui

8 Haruyuki Urata

9 Robert Feldman

J Hiroaki Nishina

K Yoshiyuki Yamaya

L Eiko Tsujiyama

M Takeshi Niinami

2

34

5 6

MLKJ97 8

1

ORIX Corporation Annual Report 2012 45

Introduction of ORIX Outside Directors

Hirotaka TakeuchiMember of Nominating Committee, Compensation CommitteeProfessor, Harvard Business School

Hirotaka Takeuchi taught at the Graduate School of Business Administration at the

University of California, Berkeley, Harvard Business School and Hitotsubashi

University’s School of Commerce before he became the Dean at the Graduate School

of International Corporate Strategy in April 1998. He currently serves as Professor at

Harvard Business School, a position he assumed in July 2010.

Utilizing his profound knowledge relating to corporate strategy, he contributes to

management oversight by participating suitably in discussions and deliberations of

the Board of Directors and Committees from the standpoint of overall strategy.

Takeuchi served as a Corporate Auditor from June 2000 to June 2003, and was

appointed as an Outside Director in June 2004. He is independent from the manage-

ment engaged in operations, and is registered as an Independent Director as deter-

mined by the securities exchanges in Japan.

Eiko TsujiyamaMember of Audit Committee (Chairperson), Compensation CommitteeProfessor, Faculty of Commerce, Waseda UniversityDean and Professor, Graduate School of Commerce, Waseda UniversityCorporate Auditor, Mitsubishi CorporationCorporate Auditor, Lawson, Inc.Corporate Auditor, NTT DOCOMO, INC.Corporate Auditor, Shiseido Company, Limited

Eiko Tsujiyama served as an Assistant Professor at Ibaraki University, Faculty of

Humanities, Assistant Professor and Professor at Musashi University, Faculty of

Economics, before being appointed Dean of Musashi University’s Faculty of

Economics in April 1996. She currently serves as a Professor at Waseda University,

Faculty of Commerce and Graduate School of Commerce. In September 2010, she

became Dean of the Graduate School of Commerce, Waseda University. She also

serves on government and institutional finance and accounting councils both in Japan

and overseas.

She has extensive knowledge and profound experience as a specialist in account-

ing. As Chairperson of the Audit Committee, she contributes management oversight

by leading discussions on the effectiveness of the Company’s internal control system.

Tsujiyama was appointed as an Outside Director in June 2010. She is independent

from the management engaged in operations, and is registered as an Independent

Director as determined by the securities exchanges in Japan.

Takeshi SasakiMember of Nominating Committee (Chairperson), Audit Committee, Compensation CommitteeProfessor, Gakushuin University, Faculty of Law, Department of Political StudiesOutside Director, East Japan Railway Company

Takeshi Sasaki served as an Assistant Professor and Professor at The University of

Tokyo, Faculty of Law, and Professor at The University of Tokyo Graduate Schools for

Law and Politics before he was appointed President in April 2001. As Chairperson of

the Japan Association of National Universities, he was involved as the person in

charge of the incorporation of national universities. He has served as a Professor at

Gakushuin University, Faculty of Law, Department of Political Studies, since April 2005.

With a wealth of experience in university reform, he is knowledgeable in a wide

range of issues in politics and society in general that affect the Company’s manage-

ment. As Chairperson of the Nominating Committee, he contributes to management

oversight by leading discussions and deliberations on members of the Board of

Directors and Executive Officers suitable for the Company’s business operations.

Sasaki was appointed as an Outside Director in June 2006. He is independent from

the management engaged in operations, and is registered as an Independent Director

as determined by the securities exchanges in Japan.


Management Team


Introduction of ORIX Outside Directors

Robert FeldmanMember of Compensation Committee (Chairperson), Nominating CommitteeManaging Director, Head of Japan Economic ResearchMorgan Stanley MUFG Securities Co., Ltd.

Robert Feldman served as Economist at the International Monetary Fund, Chief

Economist at Salomon Brothers Asia Limited (now Citigroup Global Markets Japan

Inc.) and Managing Director, Co-Director of Japan Research and Chief Economist at

Morgan Stanley Japan Securities Co., Ltd. (now Morgan Stanley MUFG Securities

Co., Ltd.), where he has been serving as Managing Director and Head of Japan

Economic Research since December 2007.

He has in-depth knowledge and profound experience as an economist of the

environment and events in Japan and overseas that affect the corporate busi-

ness environment. He contributes to management oversight by participating suit-

ably in discussions and deliberations of the Board of Directors and Committees

from a broader perspective.

Feldman was appointed as an Outside Director in June 2010. He is independent



Nobuaki UsuiMember of Nominating Committee, Audit CommitteeCorporate Auditor, KONAMI CORPORATION

Nobuaki Usui served as the Director-General of the Tax Bureau, Commissioner of

National Tax Agency and Administrative Vice Minister of Ministry of Finance.

Thereafter, he also served as the Governor and CEO of National Life Finance

Corporation and Chairman of The Japan Research Institute, Limited.

Usui was newly appointed as an Outside Director in June 2012. ORIX expects him

to contribute to management oversight by utilizing his profound experience and exten-

sive knowledge as a specialist in finance and taxation.

Usui is independent from the management engaged in operations, and is registered

as an Independent Director as determined by the securities exchanges in Japan.

Takeshi NiinamiMember of Nominating Committee, Compensation CommitteePresident and CEO, Lawson, Inc.Outside Director, ACCESS CO., LTD.

Takeshi Niinami served at Mitsubishi Corporation, where he was named Unit Manager

of Lawson Business and Mitsubishi’s Dining Logistical Planning Team, Consumer

Industry Division. In May 2002, he became President and Executive Officer of Lawson,

Inc., before assuming the role of President and CEO in 2005.

He contributes to management oversight by participating suitably in discussions

and deliberations of the Board of Directors and Committees utilizing his management

decision-making abilities based on his broad knowledge and experience in corporate

management.

Niinami was appointed as an Outside Director in June 2010. He is independent




Executive Officers

Group Executives

Corporate Executive Vice President

Shintaro AgataTreasury Headquarters

Executive Officer

Yuichi NishigoriInvestment and Operation Headquarters

Executive Officer

Kazutaka ShimouraRisk Management Headquarters

Executive Officer

Komei IkebukuroGroup Legal and Compliance DepartmentGroup Internal Audit Department

Executive Officer

Hideo IchidaGlobal Business Administrative Headquarters

Executive Officer

Hideto NishitaniVice President, ORIX USA Corporation

Executive Officer

Yasuyuki IjiriDomestic Sales Administrative Headquarters: Head of Tokyo SalesPresident, NS Lease Co., Ltd.

Executive Officer

Shigeki SekiHuman Resources and Corporate Administration HeadquartersIT Planning Office

Executive Officer

Satoru KatahiraDomestic Sales Administrative Headquarters: Head of OQL Business Headquarters, Regional Business Department, Administration Center and Call CenterPresident, ORIX Callcenter Corporation

Group Senior Vice President

Tetsuo MatsumotoVice Chairman, ORIX Real Estate Corporation

Group Senior Vice President

Katsunobu KameiPresident, ORIX Auto Corporation

Group Executive

Yoshitaka FujisawaPresident, ORIX Computer Systems Corporation

Group Executive

Masatoshi KenmochiPresident, ORIX Credit Corporation

Group Executive

Toshiyuki OhtoPresident, ORIX Life Insurance Corporation

Corporate Senior Vice President

Eiji MitaniDomestic Sales Administrative Headquarters: Head of Kinki SalesGroup Kansai Deputy Representative


Katsutoshi KadowakiDomestic Sales Administrative Headquarters: Head of District Sales


Takao KatoAccounting HeadquartersPresident, ORIX Management Information Center Corporation


Management Team


Corporate Governance System

Characteristics of ORIX’s Corporate Governance System

1. Separation of operation and oversight through a “Company with Committees” board model

2. Nominating, Audit and Compensation Committees each comprised solely of outside directors

3. All outside directors satisfy conditions for independence

4. Outside directors highly qualified in their respective fields

ORIX believes that swift execution of operations is vital in order

to effectively respond to changes in the business environment.

Furthermore, we believe that ORIX’s governance system pro-

motes improved management transparency by creating a sys-

tem in which outside directors with expertise in their respective

fields monitor, and advise on legal compliance and appropriate

execution of operations.

ORIX adopted the “Company with Committees” board model

in June 2003 followed by the new “Company with Committees”

board model in line with the enactment of the Companies Act

of Japan in May 2006, as outlined below, with the aim of further

enhancing management and operational oversight and to

accelerate management decision-making and operations.

Furthermore, oversight by directors is separated from the

execution of operations with the three committees

(Nominating, Audit and Compensation Committees) that form

the heart of the board of directors. Each committee is

composed solely of outside directors to help avoid conflicts of

interest with our shareholders.

In addition, all outside directors must meet the specific con-

ditions necessary for director independence as set forth by the

Nominating Committee (described below under “Conditions for

Director Independence” on page 50).

History of ORIX’s Corporate Governance System

June 1997 Established Advisory BoardJune 1998 Introduced Corporate Executive Officer SystemJune 1999 Introduced Outside DirectorsJune 2003 Adopted the “Company with Committees” board

modelMay 2006 Adopted the new “Company with Committees”

board model in line with the enactment of the Companies Act of Japan

June 2007 The three committees (Nominating, Audit and Compensation Committees) are composed solely of Outside Directors

ORIX believes that a robust corporate governance system is a vital element of effective enhanced management and there-

fore has established sound and transparent corporate governance to carry out appropriate business activities in line with

our core policies and ensure objective management.

Corporate Governance Framework

Board of Directors

General Meeting of Shareholders

Board of Directors

6 Outside Directors

Independent Public Accountants

Audit Committee Secretariat

7 Internal Directors

Nominating Committee: 5 Members (Outside: 5)

Audit Committee: 3 Members (Outside: 3)

Compensation Committee: 5 Members (Outside: 5)

CEO, COO, CFO

Executive Officers

Disclosure CommitteeInvestment and Credit Committee

Group Executive Officer CommitteeMonthly Strategy MeetingInformation TechnologyManagement Committee16 Executive Officers*

5 Group Executives(Excluding CEO, COO and CFO)

Internal Control-Related Operations

Risk

Man

agem

ent H

eadq

uarte

rs

Grou

p Le

gal a

nd

Com

plia

nce

Depa

rtmen

t

Othe

r int

erna

l con

trol

rela

ted

depa

rtmen

ts

Grou

p In

tern

al

Audi

t Dep

artm

ent

Disclosure/Control

Reporting/Supervision Financial Auditing

Reporting

Supervision

Reporting

Reporting

Instructions/Requests

Instructions/Requests

Monitoring

Reporting

Instructions

Sale

s He

adqu

arte

rs

Sale

s Su

ppor

t Dep

artm

ents

Grou

p Co

mpa

nies

(As of July 1, 2012)


Board of DirectorsThe board of directors carries out decisions related to items

that, either as a matter of law or pursuant our Articles of

Incorporation, cannot be delegated to executive officers, and

important items as determined by the regulations of the board

of directors. The board of directors is responsible for approving

and monitoring ORIX’s policies on a regular basis, which

include corporate planning such as capital management, fund

procurement and personnel strategies. Aside from such items,

the board of directors delegates decision-making regarding

operational execution to representative executive officers. The

board of directors also receives reports from executive officers

and committees regarding the status of business operations.

From April 1, 2011 through March 31, 2012, the board of

directors met eight times. The attendance rate of directors for

these meetings was 99%.

Nominating Committee

The Nominating Committee is authorized to propose the slate

of director appointment or dismissal to be submitted to the

annual general meeting of shareholders. Directors shall be

elected and dismissed by a resolution of the annual general

meeting of shareholders. In addition, the Nominating

Committee deliberates on the appointment or dismissal of our

executive officers, although this is not required under the

Companies Act of Japan.

The Nominating Committee determines whether the conditions

for director independence have been met in accordance with

nomination criteria for directors, which are listed below.

From April 1, 2011 through March 31, 2012, the Nominating

Committee met five times. The attendance rate of directors for

these meetings was 100%.

Membership (Outside Directors:5)

Takeshi Sasaki (Chairperson)

Hirotaka Takeuchi

Robert Feldman

Takeshi Niinami

Nobuaki Usui

Conditions for Director Independence

No individuals, or any of their family members*, may receive a

compensation of more than ¥10 million annually excluding

compensation as an employee for family members, and

excluding the individual’s compensation as outside directors,

from ORIX or its subsidiaries.

No individuals, or any of their family members*, may be a

major shareholder of ORIX (more than 10% of issued shares)

or represent the interests of a major shareholder.

No individuals may have served as an executive officer

(including operating officers, hereinafter the same) or an

employee of ORIX or its subsidiaries within the past five years.

No family members* may have served as an executive officer

of ORIX or its subsidiaries within the past five years.

No individuals may be a principal trading partner** or exec-

utive officer or an employee of a principal trading partner of

ORIX or its subsidiaries. If such circumstances existed in the

past, five years must have passed since that person’s retire-

ment from office or employment.

There must be no concurrent directorship relationship***

between the company for which the individual is serving as

an executive officer and ORIX.

No individuals may be directors, or executive officers of

organizations receiving donations or assistance of large

amounts (annual average of ¥10 million or higher over the

past three years) from ORIX or its subsidiaries.

There must be no material conflict of interest or any possi-

ble conflict of interest that might influence the individual’s

judgment in performing their duties as an outside director.

* Family members include a spouse, those related within the second degree by consan-

guinity or affinity, or other kin living with the outside director.

** A “principal trading partner” refers to an entity with a business connection with the ORIX

Group with a transaction amount equivalent to more than the greater of 2% of each con-

solidated total revenues of ORIX Group and the partner, or $1,000,000 in any fiscal year

of the previous three years.

*** Concurrent directorship relationship is defined as being a relationship in which the com-

pany for which the individual is serving as an executive officer has a director that is also

an executive officer of ORIX or its subsidiaries.




Audit Committee

The Audit Committee monitors the operational execution of the

directors and executives and creates audit reports. In addition,

the Audit Committee proposes the appointment or dismissal,

or the passage of resolutions refusing the reappointment of

ORIX’s independent certified public accountants to the annual

general meeting of shareholders. The Audit Committee

Secretariat (four people) was established to provide support to

the Audit Committee regarding the execution of its duties.

From April 1, 2011 through March 31, 2012, the Audit

Committee met eight times. The attendance rate of directors

for these meetings was 96%.

Membership (Outside Directors: 3)

Eiko Tsujiyama (Chairperson)

Takeshi Sasaki

Nobuaki Usui

* Eiko Tsujiyama, chairperson of the Audit Committee, is qualified as a certified public accoun-

tant and has extensive knowledge in finance and accounting as a professional accountant.

The Audit Committee’s cooperation with the internal audit department and its relationship with internal control-related departments

The Audit Committee decides the responsible person in cor-

porate audit department or each business who will report to

the Audit Committee, and it evaluates the administration of

executive officers and internal controls of ORIX by consider-

ing the following five points:

• The Audit Committee reviews the report related to the

results of the audit and items indicated for improvement

that has been prepared by the executive officer responsible

for the corporate audit. The Audit Committee is able to

instruct the Audit Committee Secretariat and internal audit

department to conduct an inspection as needed.

• The Audit Committee monitors the business environment

through reports, obtained from the executive officer responsi-

ble for the accounting department, which cover the revenue

composition of each department and any problem areas

related to the business from an accounting perspective.

• The Audit Committee reviews and discusses based on the

reports that it receives from the independent certified public

accountants regarding whether there are any material items

relating to the audit.

• The Audit Committee reviews and discusses based on

reports regarding the direction of ORIX and the execution of

important business matters that it receives from the repre-

sentative executive officer.

• The Audit Committee engages in discussions which are the

basis of our business strategy, after it receives explanations

from the heads of each business department and presidents

of group companies that focus, in particular, on risk control.

Compensation Committee

The Compensation Committee has the authority to set the pol-

icy for determining compensation for directors and executive

officers and to set the specific compensation for each individu-

al director and executive officer.

The Compensation Committee sets “Policy of Determining

Compensation of Directors and Executive Officers.” (See next

page.)

From April 1, 2011 through March 31, 2012, the Compensa-

tion Committee met six times. The attendance rate of directors

for these meetings was 97%.

Membership (Outside Directors: 5)

Robert Feldman (Chairperson)

Hirotaka Takeuchi

Takeshi Sasaki

Eiko Tsujiyama

Takeshi Niinami


Compensation of Directors, Executive Officers and Group Executives for the fiscal year ended March 31, 2012

Fixed CompensationPerformance-Linked

CompensationShare Component of

Compensation Total(Millions of yen)Number of

PeopleAmount Paid

(Millions of yen)Number of

PeopleAmount Paid

(Millions of yen)Number of

PeopleAmount Paid

(Millions of yen)

Directors 6 66 — — 1 7 74 (Outside Directors) (6) (66) (1) (7) (74)Executive Officers 22 740 22 149 2 40 930Group Executives 7 147 7 30 0 0 177

Notes: 1. In fiscal 2012, 4 executive officers were newly appointed, 3 executive officers retired and 1 group executive was newly appointed and 1 group executive retired, for a total of 13 directors (including 6 outside directors), 19 executive officers (including those serving concurrently as directors) and 5 group executives as of March 31, 2012. Figures for the num-ber of directors and executive officers remunerated and the remuneration amount include figures for the 3 executive officers and 1 group executive that retired in fiscal 2012.

2. In fiscal 2012, no persons serving concurrently as directors and executive officers were remunerated as directors. The total remuneration figure for 7 people serving concurrently as directors and executive officers is shown in the executive officers line.

3. Share compensation indicated above is the amount for the 1 director and 2 executive officers that retired in fiscal 2012 or by the end of the General Meeting of Shareholders held on June 25, 2012.

4. ORIX did not provide stock options in the form of stock acquisition rights in fiscal 2012. 5. Figures shown are rounded downward by discarding figures of less than ¥1 million.

Policy of Determining Compensation of Directors and Executive Officers

ORIX’s business objective is to increase shareholder value

over the medium and long term. ORIX believes in each direc-

tor and executive officer responsibly performing his or her

duties and in the importance of cooperation among different

business units in order to achieve continued growth of the

ORIX Group. The Compensation Committee believes that in

order to accomplish such business objectives, directors and

executive officers should place emphasis not only on perfor-

mance during the current fiscal year, but also on medium-

and 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 its directors and executive officers. Taking into consider-

ation this basic policy, ORIX has established separate policies

for the compensation of directors and that of executive offi-

cers in accordance with their respective roles.

Compensation Policy for Directors

The compensation policy for directors who are not also exec-

utive officers aims for a level and composition of compensa-

tion that is effective in maintaining supervisory and oversight

functions of executive officers’ performance in business oper-

ations, which is the main duty of directors. Specifically, while

aiming to maintain competitive compensation standards,

ORIX’s compensation structure consists of a fixed compen-

sation component based on duties performed, and a shares

component of compensation*.

Fixed compensation is, in principal, a certain amount that is

added to the compensation of the chairperson and member

of each committee. Share-based compensation reflecting

medium- to long-term performance is granted based on the

number of points earned by the individual while in office, and

the amount of the payment is decided according to the share

price at the time of an individual director’s retirement. In addi-

tion, ORIX strives to maintain a competitive level of compen-

sation with director compensation according to the role

fulfilled, and receives third party research reports on compen-

sation for this purpose.

Compensation Policy for Executive Officers

The compensation policy for executive officers, including

those who are also directors, aims for a level of compensa-

tion that is effective in maintaining business operation func-

tions, while incorporating in its composition a component that

is linked to current period business performance. Specifically,

while aiming to maintain competitive compensation stan-

dards, ORIX’s compensation structure consists of a fixed

compensation component based on positions and duties

performed, a performance-linked component, and a shares

component of compensation*.

Fixed compensation is decided for each individual based

on a standard amount for each position. Compensation

linked to business performance uses the level of achievement

of the net income target as a performance indicator, adjusting

the level-based standard amount within the range of 0% to

200%. Share-based compensation reflecting medium- to

long-term performance is granted as a certain number of

points while in office, and the amount of the payment is

decided according to the share price at the time of an individ-

ual executive officer’s retirement. In addition, and based on

the outcome of a third-party compensation research agency

investigation, ORIX strives to maintain a competitive level of

compensation with executive officer compensation function-

ing as an effective incentive.

* The shares component of compensation is a program in which points are annually allocat-

ed to directors and executive officers based upon prescribed standards and the compen-

sation provided is the amount equal to the accumulated number of points multiplied by the

stock price at the time of retirement. Under this program, directors and executive officers

have an obligation to purchase shares from ORIX at the stock price that prevails at the time

of their retirement using the after-tax compensation provided.




Executive OfficersThe representative executive officer makes ORIX’s important

business execution decisions after deliberations by the

Investment and Credit Committee (“ICC”) in accordance with

ORIX’s various regulations. 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 ORIX’s various regulations. Group

executives are appointed by the board of directors from

among directors and executive officers of Group companies.

Important decision-making related to business execution,

monitoring, discussions, and information sharing is carried out

by the following bodies:

The different respects from New York Stock Exchange Corporate Governance Standards

Our ADRs have been listed on the New York Stock Exchange

(NYSE) since 1998. As an NYSE-listed company, we are required to

comply with certain corporate governance standards under Section

303A of the NYSE Listed Company Manual. However, as a foreign

private issuer, we are permitted to follow home country practice. Our

corporate governance practices differ in certain respects from those

that U.S. companies must adopt. A summary of these different

respects are as follows.

• We are not required to meet the NYSE’s independence require-

ments for individuals on our board of directors or our Nominating,

Audit, and Compensation Committees. In ORIX, Nominating

Committee sets “Conditions for Director Independence.”

• We are not required to include on our board of directors a majority

of outside directors, nor are we required to compose our commit-

tees exclusively from outside directors. In ORIX, six of our 13

directors are outside directors. In addition, each committee is

comprised solely of outside directors.

Please see the details in our Form 20-F.

Name (Basic Frequency of Meetings) Membership

Investment and Credit Committee (Thrice Monthly)

• Meets primarily to deliberate and decide on credit transactions and investments that exceed certain specified investment or credit amounts and important matters related to management of the Company and matters that have been entrusted to executive officers by the board of directors.

• Matters considered crucial to ORIX’s operations are decided on by the ICC and reported to the board of directors as appropriate.

Top management and the executive officer in charge of investment and credit

Group Executive Officer Committee (Once Monthly)

• Meets to share important information related to the business execution of the ORIX Group.

Executive officers and group executives

Monthly Strategy Meeting (Once Monthly)

• Meets to discuss matters such as the state of achievement of strategic targets and changes in the business environment.

• Matters of key importance discussed at Monthly Strategy Meeting are deliberated and decided by the ICC and reported to the board of directors as necessary.

Top management and individuals in charge of individual departments

Information Technology Management Committee (Once Monthly)

• Meets to deliberate and decide important matters concerning fundamental poli-cies for IT operations and IT systems.

• The committee determines the needs of and priorities for IT investment based on ORIX’s fundamental IT strategies at the top management level, enabling ORIX to ensure that IT decisions are consistent with its business strategies and helping ORIX to pursue its goal of making IT investments that contribute to business growth and help reduce risk.

Top management and the executive officer in charge of IT systems

Disclosure Committee (As Necessary)

• The committee discusses whether or not any timely disclosure is necessary, and takes steps to provide appropriate disclosure of such information upon receiving material information from individuals in charge of individual departments.

• The committee controls information disclosure that plays an important role in cor-porate governance and facilitates the appropriate and timely disclosure of informa-tion to investors.

CFO (Chairperson) and executive officers in charge of Treasury Headquarters, Accounting Headquarters, Risk Management Headquarters, Group Legal and Compliance Department , Human Resources and Corporate Administrat ion Headquarters, Corporate Planning Department and Corporate Communications Department


porates new ways of thinking about things. I think that this has

become the “DNA” of ORIX and is shared by its employees. A

look at the Board of Directors makes it readily apparent that

this “DNA” is successively passed along among its members.

I feel that ORIX’s executives are bright, independent thinkers

who actively communicate. Their sheer creativity in coming up

with new ideas in any environment is impressive, stemming

from a perspective closer to that of the customers rather than

that of the so-called “finance sector.” I think it is an organiza-

tion where the management values diversity and steadily incor-

With significant expertise and a wealth of experience across their respective fields, we asked three outside directors to

comment on the Company’s corporate governance.

breadth of discussion of each and every transaction. I believe

that this sort of corporate governance is making a positive contri-

bution to ORIX in a number of ways.

Even in situations outside the Board of Directors, such as

lunch after a meeting has ended, executive officers and out-

side directors have discussions while enjoying a meal. I feel

that the desire to capture opportunities to be creative flows

throughout the entire organization.

Its best aspect is not merely its large number of outside directors,

but rather the diversity of the portfolio. This array of outside direc-

tors from diverse fields and backgrounds allows us to consider

matters from diverse perspectives at Board of Directors meetings.

I think this may occasionally seem time-consuming and bother-

some from the perspective of the executive officers who listen to

these opinions. Nevertheless, an advantage of ORIX’s corporate

governance that is not enjoyed by other firms is the depth and

Regarding ORIX’s Corporate Governance

domestically but also overseas. I expect that from now on the

Company will be able to make a significant break from its past

image as a finance sector and demonstrate its abilities as a

solutions provider through operations and efforts that are

unique to ORIX.

It is precisely the existence of ORIX’s corporate culture that

allows the Company to act swiftly without adhering to the sta-

tus quo. I think that the firm establishment of a mechanism for

management decision-making has allowed for swiftly deter-

mining which chances to take.

When appearing before the Board of Directors, I try to state

opinions based on a “big picture” standpoint from corporate

management perspective. In particular, I regularly check that

management is such as to allow for continuous growth from a

corporate value-based perspective. For example, when exam-

ining operations, I make statements from a perspective that

takes into consideration whether a proposal is in line with

ORIX’s strategy, how exactly it will create unique corporate

value, and whether it will improve value in the medium- to

long-term.

I currently think that there are opportunities to dynamically

utilize the experience ORIX has gained thus far, not only

Perspectives Concerning and Future Expectations of the Board of Directors and Each Committee

Impressions of and Thoughts about ORIX


Comments from Outside Directors

Takeshi NiinamiPresident and CEO, Lawson, Inc. Offers broad knowledge and expe-rience in corporate management. Outside director since 2010. Member of the Nominating and Compensation Committees.


the company should distribute capital have been made with a

sense of urgency and consideration given to the finance busi-

ness. However, a sense of urgency is not the only factor in play;

rather, there is also the deliberate consideration of reasons for

and reasons against doing something before acting. In short,

organizations tend to have more and more reasons for not

doing things with the passage of time. However, only discuss-

ing this will of course not lead to a viable business. I feel that

ORIX has achieved a good balance in that respect.

Upon joining the Board of Directors, I felt that ORIX was an

extraordinarily flexible corporation. I became an outside director

in 2010 just after the world financial crisis began. The world

economy, especially the finance sector, was in a state of chaos.

In such times, flexibility and decision-making ability that allow

for skillful distribution of capital based on a close examination of

world trends are indispensable. I think that ORIX is a corpora-

tion in which shareholder profits are regularly considered, and

decisions concerning how best to create added value and how


Robert FeldmanManaging Director, Head of Japan Economic Research, Morgan Stanley MUFG Securities Co., Ltd. Boasts in-depth knowledge and profound experience as an econo-mist of the environment and events in Japan and overseas that affect the corporate business environ-ment. Outside director since 2010. Chairperson of the Compensation Committee and member of the Nominating Committee.

New ideas are created by a Board of Directors that consists of

a collection of individuals with myriad positions. These individu-

als have a frank exchange of ideas from their diverse perspec-

tives in an active atmosphere. Furthermore, the intermixing of a

variety of information has allowed for excellent openness of

communication in the corporation, and has resulted in what

can be called “checks.”

I think that rather than being an “institutional organization,”

ORIX’s corporate governance is an effective “system” in which

checks and balances work reliably thanks to the corporate

atmosphere, the membership of its directors, information shar-

ing, and the like. Also, when I was requested to accept

appointment as an outside director, I was told that it was actu-

ally desirable for me to say things that might seem outspoken.


finance and real estate via its business development to the

present, and will be able to make a variety of contributions with

respect to these issues. As an economist I am exposed to dif-

ferent ideas and perspectives from those of a corporation, and

I think that my ability to make statements from these perspec-

tives allows for my greatest contribution to the growth of ORIX.

I am involved in both the investor and economics spheres.

Thus, when something occurs here now and is applied to

ORIX, I make statements from a viewpoint that emphasizes

how we should think about it. Examination of the world reveals

that there are many important and complex issues. In the

world of economics, energy shortages are a major issue. I

think that ORIX has accumulated knowledge and expertise in



so-called finance sector. It truly is a corporation that provides

services centered on finance.

Finance is said to be the “lubricant” of society. I think that

ORIX has succeeded in steadily functioning as this sort of

“lubricant,” but that is not all; it also increases and cultivates

value by means of investment. ORIX passes along a current

business and moves on to investing in a new one capable of

adding value when the opportunity arises. In this way, ORIX is

always looking for segments of society that are lacking this

“lubricant.” I feel that this is very well expressed in ORIX’s cor-

porate philosophy.

In conducting its business, ORIX operates under the corporate

philosophy: “Constantly anticipate market needs” and

“Contribute to society by striving to offer innovative products

that create new value for customers.” Since joining the Board

of Directors, I have come to understand that each and every

one of the words of this corporate philosophy is very significant

to ORIX’s activities.

Therefore, I think it would be a mistake to view ORIX as part

of the finance sector. It has a diverse range of businesses,

beginning with leasing it has expanded its business areas and

has constructed a business model different from that of the


As shareholders cannot attend the Board of Directors meet-

ings, I think that it is important for us to keep this in mind and

speak on behalf of the shareholders.

In the future, I expect ORIX to further develop overseas busi-

ness and become a global operation. We must pay close

attention to the matter of increased risk in terms of governance

and compliance overseas. Responses that are the same as

those in Japan will of course not work well due to cultural dif-

ferences. I think this is an issue that is common to all corpora-

tions that develop business globally.

My main duty is that of the Audit Committee Chairperson, and

I endeavor to use my own accounting and finance related

expertise to make contributions in terms of settlements of

accounts and accounting audits. ORIX’s Audit Committee is

made up entirely of outside directors, but by closely communi-

cating with the Group Internal Audit Department and Group

Legal and Compliance Department to monitor the operation-

side’s daily activities, I contribute to the Board of Directors as

the Audit Committee Chairperson. I am also conscious of the

fact that outside directors are representatives of the shareholders.


on the business model. Prior to my appointment as an outside

director, I had an uneasy sense that although ORIX is known

as a “Company with Committees,” this might be true in name

only. However, I found this to be the contrary to my expecta-

tions. I think that ORIX is a successful example of a “Company

with Committees.”

ORIX’s Board of Directors is not at all bound by formalities.

Rather, it takes the stance of allowing for discussion starting

with no preconceived notions. Instead of just functioning as a

final check, the Board of Directors has been positioned as a

venue in which the opinions of outside directors are given with

utmost candor, and outside directors actively make statements


Eiko TsujiyamaProfessor, Faculty of Commerce, Waseda University; Dean and Professor, Graduate School of Commerce, Waseda University. Has extensive knowledge and consider-able experience as a specialist in accounting. Outside director since 2010. Chairperson of the Audit Committee and member of the Compensation Committee.


Comments from Outside Directors


Corporate Governance Management Team€¦ · Headquarters Executive Officer Hideto Nishitani Vice...

Documents

Transcript of Corporate Governance Management Team€¦ · Headquarters Executive Officer Hideto Nishitani Vice...