{"url_path":"/sec/ix/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1070304/0001193125-26-276640-index.html","accession_number":"0001193125-26-276640","cik":"0001070304","ticker":"IX","issuer_name":"ORIX CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1070304/0001193125-26-276640-index.html","primary_entity_key":"0001070304","primary_entity_name":"ORIX CORP"},"word_count":12728,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nCORPORATE GOVERNANCE SYSTEM\n\nWe believe that a robust corporate governance system is a vital element of effective and enhanced management and have established sound and transparent corporate governance to carry out appropriate business activities in line with Management’s Basic Policy and to ensure objective management.\n\nORIX’s corporate governance system is characterized by:\n\n \n\n \n•\n \n\nseparation of execution and supervision through a “Company with Nominating Committee, etc.” board model;\n\n \n\n \n•\n \n\nNominating, Audit and Compensation Committees composed entirely of outside directors;\n\n \n\n \n•\n \n\nall outside directors satisfying “Requirements for Independent Directors”; and\n\n \n\n \n•\n \n\nall outside directors being highly qualified in their respective fields.\n\nRationale behind adopting ORIX’s Corporate Governance System and history of the system\n\nWe believe that swift execution of 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.\n\nBased 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 board committees to carry out the role of effective governance.\n\nAll members of the three committees (Nominating, Audit and Compensation) are outside directors to separate the oversight function of the Board of Directors from the execution of operations and avoid conflicts of interest with our shareholders.\n\nIn addition, all outside directors meet objective and specific “Requirements for Independent Directors” stipulated by the Nominating Committee (described below under “Nominating Committee”).\n\nBelow is a summary of the history of ORIX’s corporate governance system:\n\n \n\nJune 1997\n\n  \nEstablished Advisory Board\n\nJune 1998\n\n  \nIntroduced Corporate Executive Officer System\n\nJune 1999\n\n  \nIntroduced Outside Director System\n\nJune 2003\n\n  \nAdopted the “Company with Committees” board model\n\nMay 2006\n\n  \nAdopted the new “Company with Committees” board model in line with the enactment of the Companies Act of Japan\n\nMay 2015\n\n  \nAdopted the new “Company with Nominating Committee, etc.” board model in line with the amendment of the Companies Act of Japan\n\nThe “Company with Nominating Committee, etc.” board model, as stipulated under the Companies Act of Japan, requires the establishment of three board of director committees: the Nominating, Audit and Compensation Committees. Each committee is required to consist of three or more directors, a majority of whom\n\n \n\n129\n\n##### Table of Contents\n\nmust be outside directors. Directors may serve on more than one committee. The term of office of committee members is not stipulated under the Companies Act of Japan. However, as a committee member must be a director of the Company, the term expires at the close of the first annual general meeting of shareholders after his or her election. Under the Companies Act of Japan, an outside director is defined as a director who does not have a role in executing the Company’s business, meaning an individual who has not assumed in the past ten years the position of a representative director or a director with the role of executing the business, executive officer (shikkou-yaku), manager or any other employee of the Company or any of its subsidiaries, and who does not currently assume such position of the Company or any of its subsidiaries. (See Item 16G “Corporate Governance”.)\n\nExecution of Operations Framework\n\n \n\n \n\nBoard of Directors\n\nThe Board of Directors has ultimate decision-making authority for our important affairs. It also monitors the performance of the directors and executive officers and receives performance reports from the executive officers and others. Our Articles of Incorporation provide for no fewer than three directors. Directors are elected at general meetings of shareholders. The term of office for any director, as stipulated under the Companies Act of Japan, for companies that adopt a “Company with Nominating Committee, etc.” board model, expires at the close of the first annual general meeting of shareholders after his or her election or re-election as the case may be.\n\nThe Board of Directors carries out decisions related to items that, either as a matter of law or pursuant to our Articles of Incorporation, cannot be delegated to executive officers, such as management policies and basic policy on the internal control system, and other important items as determined by the regulations of the Board of Directors. The Board of Directors monitors the execution of duties by the directors and executive officers using management and internal control policies, which are reviewed and updated on a regular basis.\n\nThe Board of Directors sometimes delegates certain decision-making authority regarding operational execution to the representative executive officer to promote decision-making efficiency and operational execution. For example, the Board of Directors may delegate to the representative executive officer the authority to approve issuances of shares of capital stock and bonds. In addition, the Companies Act of Japan permits an individual to simultaneously be a director and a representative executive officer of the Company.\n\nFurthermore, the Board of Directors receives reports from executive officers and the three committees regarding execution status of their respective duties. Accordingly, the Board of Directors collects information and monitors the appropriateness of operational execution based on such information.\n\n \n\n130\n\n##### Table of Contents\n\n(The number of meetings of the Board of Directors held in fiscal 2026 and the attendance of each member)\n\n \n\nName\n\n  \n\nStatus of attendance at the Board of Directors Meetings held in fiscal 2026\n\nMakoto Inoue\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nHidetake Takahashi\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nSatoru Matsuzaki\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nStan Koyanagi\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nYasuaki Mikami\n\n  \nAttended six of six meetings of the Board of Directors during his term as a member of the Board of Directors*2\n\nHiroshi Watanabe\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nAiko Sekine\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nChikatomo Hodo\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nNoriyuki Yanagawa\n\n  \nAttended eight of eight meetings of the Board of Directors*1\n\nMami Yunoki\n\n  \nAttended six of six meetings of the Board of Directors during her terms as a member of the Board of Directors*1,*2\n\nMiwa Seki\n\n  \n\nAttended six of six meetings of the Board of Directors\n\nduring her terms as a member of the Board of Directors*1,*2\n\nMichael Cusumano\n\n  \n\nAttended two of two meetings of the Board of Directors\n\nduring his term as a member of the Board of Directors*2\n\nSakie Akiyama\n\n  \n\nAttended two of two meetings of the Board of Directors\n\nduring her term as a member of the Board of Directors*2\n\n \n\n*1\n\nFurthermore, the Board of Directors passed one deemed resolution in fiscal 2026 pursuant to Article 370 of the Companies Act.\n\n*2\n\nYasuaki Mikami stepped down effective December 31, 2025. Michael Cusumano and Sakie Akiyama stepped down effective June 25, 2025 and Mami Yunoki and Miwa Seki were appointed on the same date.\n\n(Major Considerations by the Board of Directors)\n\n \n\n \n•\n \n\nDecision on content of proposals to be submitted to the general meeting of shareholders\n\n \n\n \n•\n \n\nDecision on basic management policy\n\n \n\n \n•\n \n\nElection of executive officers\n\n \n\n \n•\n \n\nDelegation of decisions on the operational execution to the representative executive officer\n\n \n\n \n•\n \n\nDeliberation on evaluation of the effectiveness of the Board of Directors\n\n \n\n \n•\n \n\nMonitoring of the execution of duties by executive officers based on the reports from executive officers and the three committees, etc.\n\nComposition and size of Board of Directors\n\nThe Board of Directors is composed of directors, including outside directors who possess broad knowledge and experience. The number of directors on the board is also maintained at the level we consider to be appropriate for effective and efficient board discussion.\n\nThe Board of Directors as of June 22, 2026 included 10 members, six of whom are outside directors. The structure is expected to remain unchanged after the annual general meeting of shareholders scheduled for June 23, 2026.\n\n \n\n131\n\n##### Table of Contents\n\nStructure and Activities of the Three Committees\n\nAs of June 22, 2026, all three committees (Nominating, Audit and Compensation Committees) are composed entirely of outside directors. The members of each committee along with the number of committee meetings and attendance rates are shown below.\n\n \n\n \n\nNominating Committee\n\n \n\nAudit Committee\n\n \n\nCompensation Committee\n\nMembers as of\nJune 22, 2026\n\n \n\n3 Members (Outside Directors: 3)\n\nHiroshi Watanabe (Chairperson)\n\nChikatomo Hodo\n\nNoriyuki Yanagawa\n\n \n\n3 Members (Outside Directors: 3)\n\nAiko Sekine (Chairperson)\n\nMami Yunoki\n\nMiwa Seki\n\n \n\n3 Members (Outside Directors: 3)\n\nChikatomo Hodo\n\n(Chairperson)\n\nHiroshi Watanabe\n\nMiwa Seki\n\nNumber of meetings\nheld during fiscal 2026 (Attendance rate)\n\n \n\nSix (6) meetings (100%)\n\n \nFifteen (15) meetings (100%)\n \nSeven (7) meetings (100%)\n\nAfter the resolution of the Board of Directors following the annual general meeting of shareholders scheduled for June 23, 2026\n\n \n\n3 Members (Outside Directors: 3)\n\nChikatomo Hodo (Chairperson)\n\nHiroshi Watanabe\n\nMiwa Seki\n\n \n\n3 Members (Outside Directors: 3)\n\nMami Yunoki (Chairperson)\n\nHiroshi Watanabe\n\nMiwa Seki\n\n \n\n3 Members (Outside Directors: 3)\n\nNoriyuki Yanagawa (Chairperson)\n\nChikatomo Hodo\n\nAkiko Hosokawa\n\nNominating Committee\n\nThe Nominating Committee is authorized to propose the slate of director appointments or dismissals to be submitted to the general meeting of shareholders. Directors are appointed and dismissed by a resolution of the general meeting of shareholders. In addition, the Nominating Committee deliberates on the agenda concerning the appointment or dismissal of our executive officers to be resolved at the Board of Directors meeting, although this is not required under the Companies Act of Japan.\n\n(The number of meetings of the Nominating Committee held in fiscal 2026 and the attendance of each committee member)\n\n \n\nName\n\n  \n\nStatus of attendance at Nominating Committee Meetings held in fiscal 2026\n\nHiroshi Watanabe\n\n  \nAttended six of six meetings of the Nominating Committee\n\nChikatomo Hodo\n\n  \n\nAttended five of five meetings of the Nominating Committee\n\nduring his term as a member of the Nominating Committee*1\n\nNoriyuki Yanagawa\n\n  \n\nAttended five of five meetings of the Nominating Committee\n\nduring his term as a member of the Nominating Committee*1\n\nSakie Akiyama\n\n  \n\nAttended one of one meeting of the Nominating Committee\n\nduring her term as a member of the Nominating Committee*1\n\nAiko Sekine\n\n  \n\nAttended one of one meeting of the Nominating Committee\n\nduring her term as a member of the Nominating Committee*1\n\n \n\n*1\n\nSakie Akiyama and Aiko Sekine stepped down effective June 25, 2025 and Chikatomo Hodo and Noriyuki Yanagawa were appointed on the same date.\n\n(Major Considerations by the Nominating Committee)\n\n \n\n \n•\n \n\nDecision on the content of proposals to be submitted to the general meeting of shareholders regarding the election of directors\n\n \n\n132\n\n##### Table of Contents\n\n \n•\n \n\nDeliberation on the selection of directors to form each committee and the appointment of executive officers\n\n \n\n \n•\n \n\nDeliberation on the appointment of executive officers and group executives, and changes to the division of their duties\n\n \n\n \n•\n \n\nDeliberation on the selection of Representative Executive Officer, Chief Operating Officer, Business Unit Chief Operating Officers and Chief Financial Officer.\n\n \n\n \n•\n \n\nDeliberation on the succession plan\n\n \n\n \n•\n \n\nDeliberation on the consideration of outside director candidates\n\nRegarding the major considerations above, in addition to the meetings of the Nomination Committee, regular meetings were held outside the committee for further discussions.\n\nFurthermore, the Nominating Committee ensures that the Board of Directors possesses the appropriate levels of and diversity in knowledge, experience, and expertise, through an established decision-making process for directors’ appointments. The Nominating Committee stipulates the “Requirements for Independent Directors” in accordance with the nomination criteria for director candidates described below. The Nominating Committee also nominates executive officer candidates to the Board of Directors following an assessment of candidates’ past experiences, knowledge, and suitability for the position to execute business decisions in the Company’s existing and new businesses.\n\nNomination criteria for director candidates:\n\n(Internal Director)\n\n \n\n \n•\n \n\nAn individual with a high degree of expertise in ORIX Group’s business and excellent business judgment and business administration skills\n\n(Outside Director)\n\n \n\n \n•\n \n\nAn individual with a wealth of experience as a business administrator\n\n \n\n \n•\n \n\nAn individual with professional knowledge in fields such as economics, business administration, law and accounting, as such relate to corporate management\n\n \n\n \n•\n \n\nAn individual with extensive knowledge in areas such as politics, society, culture and academics, as such relate to corporate management\n\nThe Nominating Committee determines whether the conditions for director independence have been met in accordance with the independence-related nomination criteria for outside directors, which are:\n\n \n\n \n(1)\n\nNo individual may be a principal trading partner*, or an executive officer (including operating officer, hereinafter the same) or employee of a principal trading partner of ORIX Group. If such circumstances existed in the past, one year must have passed since that person’s departure from such office or employment.\n\n* A “principal trading partner” refers to an entity with a business connection to ORIX Group with a transaction amount equivalent to more than the greater of 2% of such entity’s consolidated total sales (or consolidated total revenues) or one million U.S. dollars in any fiscal year during the preceding four fiscal years.\n\n \n\n \n(2)\n\nNo individual may receive directly 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 preceding four 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\n\n \n\n133\n\n##### Table of Contents\n\n \n\n(equivalent to more than the greater of 2% of such entity’s consolidated total sales (or consolidated total revenues of ORIX Group) or one million U.S. dollars) from ORIX Group. If such circumstances existed in the past, at least one year must have passed since that corporation or other entity received such compensation.\n\n \n\n \n(3)\n\nNo individual may be a major shareholder of ORIX (10% or higher of issued shares) or a representative of the interests of a major shareholder.\n\n \n\n \n(4)\n\nNo individual may have served as an executive officer of a company having a relationship of concurrent directorship* with ORIX in any fiscal year of the preceding four fiscal years.\n\n* “Concurrent directorship” refers to a relationship in which an executive officer of ORIX or its subsidiaries also serves as a director of a company in which the individual has been an executive officer and an outside director of ORIX.\n\n \n\n \n(5)\n\nNo 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 have received a large amount of donation or financial assistance (annual average of 10 million yen or higher over the past three fiscal years) from ORIX Group.\n\n \n\n \n(6)\n\nNo individual may have served as an accounting 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 any fiscal year during the preceding four fiscal years.\n\n \n\n \n(7)\n\nNone of an individual’s family members* may fall under any of the following:\n\n \n\n \ni)\n\nA person who was an executive officer or an important employee of ORIX Group during the past three years.\n\n \n\n \nii)\n\nA person who falls under one of the criteria specified in (1) through (3), (5) and (6) above; provided, however, that criterion (1) is limited to an executive officer, criterion (2) is limited to a corporate member or a partner of the corporation or other entity and criterion (6) is limited to an executive officer or an employee who performs the audit on ORIX Group in person.\n\n* Family members include a spouse, those related within the second degree by consanguinity or affinity, or other kin living with the outside director.\n\n \n\n \n(8)\n\nThere 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.\n\nAudit Committee\n\nThe Audit Committee monitors the execution of duties of the directors and executive officers and prepares audit reports. In addition, the Audit Committee decides the content of proposals to appoint, dismiss or refuse the reappointment of the Company’s Independent Auditor, which are submitted to the general meeting of shareholders. (See “—Policies on Auditing and Auditing System—Audit Committee” for discussion of the main considerations of the Audit Committee and the attendance status of each committee member in fiscal 2026.)\n\nUnder the “Company with Nominating Committee, etc.” board model, the directors who compose the Audit Committee are not permitted to be executive officers, executive directors of the Company or its subsidiaries, or managers, employees or accounting advisors (kaikei san-yo) of the Company’s subsidiaries. Under the “Company with Nominating Committee, etc.” board model, the Audit Committee generally has powers and duties to monitor the performance of the directors and executive officers in the performance of their responsibilities, as well as the right to propose the appointment or dismissal of, or to pass resolutions for refusing\n\n \n\n134\n\n##### Table of Contents\n\nreappointment of the Company’s independent certified public accountants at the annual general meeting of shareholders. Any proposal for appointment or dismissal of a certified public accountant needs to be submitted to a general meeting of shareholders for approval. In furtherance of its responsibilities, the Audit Committee also has the power to request a report of business operations from any director, executive officer, manager or other employee at any time, and to inspect for itself the details of the Company’s business operations and financial condition.\n\nCompensation Committee\n\nThe Compensation Committee has the authority to set the policy for determining compensation for directors and executive officers in accordance with the Companies Act of Japan and to set the specific compensation for each individual director and executive officer. Director and executive officer compensation information is disclosed in accordance with the Companies Act and the Financial Instruments and Exchange Act.\n\n(The number of meetings of the Compensation Committee held in fiscal 2026 and the attendance of each committee member)\n\n \n\nName\n\n  \n\nStatus of attendance at Compensation Committee Meetings held in fiscal 2026\n\nChikatomo Hodo\n\n  \nAttended seven of seven meetings of the Compensation Committee\n\nHiroshi Watanabe\n\n  \nAttended seven of seven meetings of the Compensation Committee\n\nMiwa Seki\n\n  \n\nAttended six of six meetings of the Compensation Committee\n\nduring her term as a member of the Compensation Committee*1\n\nMichael Cusumano\n\n  \n\nAttended one of one meeting of the Compensation Committee\n\nduring his term as a member of the Compensation Committee*1\n\n \n\n*1\n\nMichael Cusumano stepped down effective June 25, 2025 and Miwa Seki was appointed on the same date.\n\n(Major Considerations by the Compensation Committee)\n\n \n\n \n•\n \n\nDecision on the performance evaluations and individual payment amounts related to performance-linked compensation (annual bonus) for fiscal 2025\n\n \n\n \n•\n \n\nDeliberation and decision on the compensation system for directors and executive officers for fiscal 2026\n\n \n\n \n•\n \n\nDeliberation on the compensation levels for directors and executive officers based on the outcome of an investigation by a third-party compensation research agency\n\n \n\n \n•\n \n\nDeliberation on the consideration of executive compensation linked to performance indicators such as consolidated ROE.\n\nExecutive Officers\n\nUnder 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.\n\n \n\n135\n\n##### Table of Contents\n\nImportant decision-making related to business execution, monitoring, discussions, and information sharing is carried out by the following bodies:\n\nExecutive Committee\n\nThe EXCO, which consists of the Group CEO and executive officers and others appointed by the Group CEO, deliberates on important matters related to the management of the Company. Matters considered crucial to our operations are reported to the Board of Directors as appropriate.\n\nSustainability Committee\n\nThe Sustainability Committee, which consists of the Group CEO and executive officers and others appointed by the Group CEO, deliberates on important matters related to promoting and implementing sustainability. Additionally, certain matters are reported to the Board of Directors depending on their content and level of importance.\n\n* External experts may potentially be invited.\n\nInvestment and Credit Committee\n\nThe Investment and Credit Committee, which consists of the Group CEO and executive officers and others appointed by the Group CEO, deliberates on investments and credit transactions that exceed certain specified investment or credit amounts. Matters considered crucial to our operations are reported to the Board of Directors as appropriate after being deliberated on by the EXCO.\n\nInformation Technology Management Committee\n\nThe Information Technology Management Committee, which consists of the Group CEO, the officer in charge of the Technology Department and executive officers appointed by the Group CEO, deliberates on important matters related to establishing fundamental policies for IT operations and IT strategy and implementing and maintaining IT systems.\n\nDisclosure Committee\n\nTo ensure timely and appropriate disclosure of information material to ORIX Group, the Disclosure Committee, which consists of the executive officers in charge of the Group management departments related to the disclosure of information material to ORIX Group, receives reports on material non-public information from persons in charge of each unit, and takes steps necessary to determine whether or not timely disclosure of such information is necessary, and the appropriate means of disclosing such information.\n\nGroup Executive Officer Committee\n\nThe Group Executive Officer Committee, in which all executive officers and group executives participate, discusses important matters relating to the business execution of ORIX Group. Group executives are appointed by the Board of Directors from among directors and executive officers of Group companies.\n\nBusiness Unit Strategy Meeting\n\nThe Business Unit Strategy Meeting, in which the Group CEO and executive officers appointed by the Group CEO participate, discusses matters such as the strategy of each business unit and changes in the business environment.\n\n \n\n136\n\n##### Table of Contents\n\nPolicies on Auditing and Auditing System\n\nThe Audit Committee has established the following four items as its fundamental policies:\n\n \n\n \n•\n \n\nThe Committee shall monitor and verify the content of resolutions made by the Board of Directors concerning the ORIX Group’s internal control system and the formulation and status of operations of the Group’s internal control systems. In particular, it shall consider the validity and effectiveness of compliance systems, systems to ensure the credibility of financial reporting, and risk management systems.\n\n \n\n \n•\n \n\nThe Committee shall monitor and verify whether directors, executive officers, and employees under the supervision of executive officers are complying with laws, ordinances, and the provisions of the Articles of Incorporation in fulfilling their obligations of loyalty and due diligence, as well as any other legal obligations to the Group.\n\n \n\n \n•\n \n\nThe Committee shall monitor and verify whether executive officers are determining the execution of their duties and carrying out said duties in a sound, fair, appropriate, and efficient manner in accordance with basic management policies, medium-term management plans, and other plans and policies established by the Board of Directors.\n\n \n\n \n•\n \n\nTo ensure the fairness and credibility of audits, the Committee shall monitor and verify whether the independent certified public accountants are maintaining an unbiased attitude and an independent position and conducting appropriate audits as a professional expert.\n\nBased on these fundamental policies, the Audit Committee verifies the status of the performance of duties and the formulation and status of operations of internal control systems with the representative executive officer and the heads of internal control-related and accounting departments, and shares information with the executive officers responsible for the Group Internal Audit Department, the independent certified public accountants, and others as necessary. The Audit Committee also has access to external experts necessary to carry out its duties.\n\nThe Auditing functions of the Company are as follows.\n\nAudit Committee\n\nAs of the filing of this annual report, the Audit Committee which consists of three outside directors evaluates the Group’s internal control systems from an independent standpoint and may appoint outside experts to conduct its duties if necessary. Aiko Sekine, chairperson of the Audit Committee, and Mami Yunoki are qualified as certified public accountants and have extensive knowledge in finance and accounting as professional accountants.\n\n(The number of meetings of the Audit Committee held in fiscal 2026 and the attendance of each committee member)\n\n \n\nName\n\n  \n\nStatus of attendance at Audit Committee Meetings held in Fiscal 2026\n\nAiko Sekine\n\n  \nAttended fifteen of fifteen meetings of the Audit Committee\n\nChikatomo Hodo\n\n  \n\nAttended four of four meetings of the Audit Committee\n\nduring his term as a member of the Audit Committee*1\n\nNoriyuki Yanagawa\n\n  \n\nAttended four of four meetings of the Audit Committee\n\nduring his term as a member of the Audit Committee*1\n\nMami Yunoki\n\n  \n\nAttended eleven of eleven meetings of the Audit Committee\n\nduring her term as a member of the Audit Committee*1\n\nMiwa Seki\n\n  \n\nAttended eleven of eleven meetings of the Audit Committee\n\nduring her term as a member of the Audit Committee*1\n\n \n\n*1\n\nChikatomo Hodo and Noriyuki Yanagawa stepped down effective June 25, 2025 and Mami Yunoki and Miwa Seki were appointed on the same date.\n\n \n\n137\n\n##### Table of Contents\n\n(Major Considerations by the Audit Committee)\n\n \n\n \n•\n \n\nDecision on Audit Committee Audit Plan (determination of audit policies, methods, allocation, and costs)\n\n \n\n \n•\n \n\nDecision on remuneration of the independent certified public accountants\n\n \n\n \n•\n \n\nDecision on evaluation and reappointment of the independent certified public accountants\n\n \n\n \n•\n \n\nDecision on the Group Internal Audit Department mid-term audit policy and annual audit plan\n\n \n\n \n•\n \n\nPreapproval for entrustment of non-audit services, etc.\n\n \n\n \n•\n \n\nBusiness execution reports by the Representative Executive Officer and executive officers\n\n \n\n \n•\n \n\nReport on the Group Internal Audit Department activities\n\n \n\n \n•\n \n\nInternal control-related functions activity report\n\n \n\n \n•\n \n\nFinancial report\n\n \n\n \n•\n \n\nAccounting audits report\n\nIn addition to the above, to enhance discussion in the Audit Committee and to strengthen cooperation among Audit Committee members, opportunities to reflect on the audit plan and audit activities were provided at regular intervals. In addition, the members of the Audit Committee collected information useful for audit activities, including the current status of each business of the ORIX Group, business strategies, and project progress, through activities such as briefing sessions with executive officers and inspections of business sites, operating facilities, etc.\n\nAudit Committee Secretariat\n\nThe Audit Committee Secretariat supports the work of the Audit Committee under the Audit Committee’s instructions. The appointment and evaluation of, changes to, and disciplinary action toward the staff of the Audit Committee Secretariat are carried out by the executive officer responsible for the Group Internal Audit Department with the approval of the Audit Committee.\n\nGroup Internal Audit Department and Group Audit & Supervisory Board Members\n\nThe Group Internal Audit Department, which includes 72 staff (as of the end of May 2026), performs internal audits in accordance with the Global Internal Audit Standards set by the Institute of Internal Auditors(“IIA”*). The scope of our internal auditing focuses on the effectiveness of internal control systems, the efficiency and effectiveness of operations, compliance, and other factors pertaining to the management of the ORIX Group through a risk-based approach. The Group Internal Audit Department has established the internal rules concerning the basic matters of internal audits, such as the purpose of internal audits, the responsibilities and authority of the internal audit department, and the implementation of internal audits. Based on these rules, the department formulates the annual audit plan and conducts individual internal audits. Following the results of internal audits, the department follows up on the implementation status of remediation plans by the audited departments for matters deemed to be remediated. In November 2021, an external quality assessment confirmed our practices as “Generally Conforms” to the international standards set by the IIA. The Group Internal Audit Department also jointly identifies and monitors critical risk through cooperation with Audit & Supervisory Board Members and internal audit functions at group companies and works to maintain and enhance the ORIX Group’s internal auditing system. The Group Internal Audit Department promotes the acquisition of professional qualifications related to internal audits (such as certified internal auditors, certified information system auditors, certified public accountants, and U.S. certified public accountants). In fiscal 2026, more than 40% of the staff of the Group Internal Audit Department possessed such qualifications.\n\n* The IIA was established in the United States in 1941 and serves as a global leader in internal auditing.\n\n \n\n138\n\n##### Table of Contents\n\nInteractions among the Audit Committee, the Independent Certified Public Accountants and others\n\nIn order to ensure the effectiveness of audits, the Audit Committee, the Group Internal Audit Department and the internal control-related functions, and the independent certified public accountants work together through the following procedures.\n\n \n\n \n•\n \n\nThe Audit Committee receives regular reports from the Group Internal Audit Department on the annual audit plan, the status of auditing activities of the Group, and the status and results of internal control evaluation related to financial reporting by the Group Internal Audit Department. The Audit Committee confirms problems in business execution and exchanges opinions as necessary. The Audit Committee may also request an investigation from the Group Internal Audit Department if necessary.\n\n \n\n \n•\n \n\nThe Audit Committee regularly receives reports from internal control-related functions on the status of operation of the internal control system, and exchanges opinions as necessary.\n\n \n\n \n•\n \n\nThe Audit Committee receives reports from the independent certified public accountants on the audit plan and the status and results of financial statement audits and internal control audits conducted by the independent certified public accountants, and listens to and examines the audit opinions and recommendations of the independent certified public accountants. In addition, the Audit Committee exchanges opinions with the independent certified public accountants on major audit considerations.\n\n \n\n \n•\n \n\nThe Group Internal Audit Department exchanges views with the independent certified public accountants on risk recognition regarding financial reporting as necessary, and works to strengthen collaboration in order to enhance the effectiveness and efficiency of the supervisory function.\n\n \n\n \n•\n \n\nThe internal control-related functions provide the necessary information for audits to the Group Internal Audit Department and the independent certified public accountants, etc. as necessary.\n\nActivities to ensure the effectiveness of audits\n\n \n\n \n•\n \n\nThe Group Internal Audit Department has a functional reporting relationship with the Audit Committee and an administrative reporting relationship with the Group CEO. The Chief Audit Executive (“CAE”) has the right of unlimited access, direct reporting and direct communication with the Audit Committee, which is composed entirely of outside directors, and the Group CEO.\n\n \n\n \n•\n \n\nThe Group Internal Audit Department establishes the annual audit plan with approval of the Audit Committee, which is an internal body of the Board of Directors, and the Group CEO. Additionally, the Group Internal Audit Department reports on the results of its internal audits to the Audit Committee, the Group CEO, and all directors. Although there is no mechanism to report these directly to the Board of Directors, the Chair of the Audit Committee reports to the Board of Directors that these have been reported to and approved by the Audit Committee and the Group CEO, as well as the content of discussions at the Audit Committee.\n\n \n\n \n•\n \n\nThe Group Internal Audit Department establishes the internal audit rules with approval of the Audit Committee.\n\nInteractions among outside directors’ monitoring, internal audit, audit conducted by the Audit Committee and external audit, and with the internal control-related functions\n\n \n\n \n•\n \n\nOutside directors, as members of the Board of Directors, determine the company’s direction and strategy, establish basic policy on the internal control system and determine execution of important business affairs. They also demonstrate highly effective oversight functions through reporting about the status of the performance of duties by the Audit Committee and executive officers and reporting as to the status of operation of internal control systems within the internal control-related functions etc., separating from the execution of operations.\n\n \n\n139\n\n##### Table of Contents\n\n \n•\n \n\nThe Audit Committee is composed entirely of outside directors. The Audit Committee conducts an audit regarding the status of the performance of directors’ and executive officers’ duties and an oversight of the Company’s independent certified public accountants in terms of its objectivity and independence.\n\n \n\n \n•\n \n\nThe Audit Committee Secretariat provides an opportunity for an interview between members of the Audit Committee and executive officers of ORIX Group in order that members consisting of solely outside directors obtain further understanding of ORIX Group’s business.\n\n \n\n \n•\n \n\nAfter the closing of the Board of Directors meetings, debriefing sessions are held to report the current status of each business, business strategy, progress of projects, etc. and to share information necessary to enable appropriate oversight by the outside directors.\n\nAUDITOR INDEPENDENCE\n\nPresently, our independent certified public accountants are KPMG AZSA LLC. The independence of KPMG AZSA LLC has been evaluated by our Audit Committee. KPMG AZSA LLC has continuously audited ORIX Group since 1985.\n\nORIX Group prepares consolidated financial statements in accordance with U.S. GAAP. U.S. GAAP consolidated financial information is used by management for evaluating our performance and forms the basis for presentation of financial information to our shareholders. The consolidated financial statements prepared in accordance with U.S. GAAP that are included in this annual report filed with the SEC have been audited by KPMG AZSA LLC, which is registered with the Public Company Accounting Oversight Board (“PCAOB”) in the United States.\n\nWe select the independent certified public accountants to conduct the Company’s audit or determine the reappointment thereof based on “Basic Policy on the Evaluation, Appointment and Reappointment of the Independent Certified Public Accountants” (hereinafter, “Basic Appointment Policy”) defined by the Audit Committee, which takes into consideration their independence from the Company, as well as their expert knowledge, comprehensive ability to conduct audits and audit quality.\n\nWith regard to the independent certified public accountants, based on “Basic Appointment Policy”, if we deem that the independent certified public accountants do not demonstrate adequate expert knowledge, comprehensive ability to conduct audits, audit quality, or if they are in violation of laws or regulations, including the Companies Act and the Certified Public Accountants Act, if they are offensive to public order and morals, or if there are other suitable reasons, the Company’s Audit Committee shall submit a proposal to the General Meeting of Shareholders concerning the dismissal or non-reappointment of the independent certified public accountants.\n\nIn addition, if the Company’s Audit Committee deems that the independent certified public accountants’ circumstances qualify as a reason for dismissal provided for in Article 340, Paragraph (1) of the Companies Act, the Audit Committee shall dismiss the independent certified public accountants.\n\nBased on “Basic Appointment Policy”, we evaluate the independent certified public accountants every year as follows.\n\nThe Accounting Department conducts a satisfaction survey of the major group companies that have direct contact with the independent certified public accountants and evaluates them as the accounting department based on the results of the survey.\n\nThe Audit Committee evaluates the independent certified public accountants based on an evaluation checklist, direct assessments through meetings with the independent certified public accountants, and questionnaire surveys of the major group companies.\n\n \n\n140\n\n##### Table of Contents\n\nIn the fiscal year under review, the Audit Committee conducted the aforementioned evaluation and comprehensively deliberated the content. As a result, we determined that it was desirable to reappoint KPMG AZSA LLC as the independent certified public accountants.\n\nIn the opinion of management, the provision of non-audit services did not impair the independence of KPMG AZSA LLC.\n\nDIRECTORS\n\nThe Member of the Board of Directors of ORIX as of June 22, 2026 are as follows:\n\n \n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\nMakoto Inoue\n\n(Oct. 2, 1952)\n\n \n\nMember of the Board of Directors,\n\nRepresentative Executive Officer,\n\nChairman\n\n \nApr. 1975\n \n\nJoined the Company\n\n \n\n \nMar. 2001\n \n\nGeneral Manager of Investment Banking Headquarters\n\n \n105,000 (922,508)\n\n \nJan. 2003\n \n\nDeputy Head of Investment Banking Headquarters\n\n \n\n \nFeb. 2005\n \n\nAssumed office of Executive Officer, the Company\n\n \n\n \n\n \n\nHead of Alternative Investment & Development Headquarters\n\n \n\n \n\n \nJan. 2006\n \n\nAssumed office of Managing Executive Officer, the Company\n\n \n\n \n\n \nDec. 2006\n \n\nHead of Alternative Investment & Development Headquarters,\n\n \n\n \n\n \n\n \n\nResponsible for IT Planning Office\n\n \n\n \n\n \nJun. 2008\n \n\nHead of International Administrative Headquarters,\n\n \n\n \n\n \n\n \n\nHead of Alternative Investment & Development Headquarters,\n\n \n\n \n\n \n\n \n\nResponsible for IT Planning Office\n\n \n\n \n\n \nJun. 2009\n \n\nAssumed office of Senior Managing Executive Officer, the Company\n\n \n\n \n\n \nJun. 2010\n \n\nAssumed office of Member of the Board of Directors, Deputy President, the Company\n\n \n\n \n\n \nJan. 2011\n \n\nAssumed office of Member of the Board of Directors, Representative Executive Officer, President, the Company\n\nChief Operating Officer\n\n \n\n \n\n \nJan. 2014\n \n\nCo-Chief Executive Officer\n\n \n\n \n\n141\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nJun. 2014\n \n\nChief Executive Officer (retired in Jan. 2026)\n\n \n\n \n\n \nJan. 2017\n \n\nResponsible for Group IoT Business Department,\n\n \n\n \n\n \n\n \n\nResponsible for New Business Development Department I and II\n\n \n\n \n\n \nApr. 2017\n \n\nResponsible for Group IoT Business Department,\n\n \n\n \n\n \n\n \n\nResponsible for New Business Development Department\n\n \n\n \n\n \nMay 2017\n \n\nResponsible for Open Innovation Business Department,\n\n \n\n \n\n \n\n \n\nResponsible for Group IoT Business Department,\n\n \n\n \n\n \n\n \n\nResponsible for New Business Development Department\n\n \n\n \n\n \nJan. 2018\n \n\nResponsible for Group Strategy Business Unit\n\n \n\n \n\n \nJan. 2025\n \n\nAssumed office of Member of the Board of Directors, Representative Executive Officer, Chairman, the Company\n\n \n\nHidetake Takahashi\n\n(Jan. 13, 1971)\n\n \n\nMember of the Board of Directors,\n\nRepresentative Executive Officer,\n\nPresident and Chief Executive Officer\n\nResponsible for Digital Innovation Unit\n\n \nApr. 1993\n \n\nJoined the Company\n\n \n\n \nFeb. 2010\n \n\nGeneral Manager of Business Development and Investment Group I, Investment Banking Headquarters\n\n \n7,100 (182,486)\n\n \nJun. 2010\n \n\nAssumed office of Executive Officer, DAIKYO INCORPORATED\n\n \n\n \nSep. 2011\n \n\nGeneral Manager of Planning Department, Investment and Operation Headquarters\n\n \n\n \nNov. 2011\n \n\nGeneral Manager of Business Development Department, Investment and Operation Headquarters\n\n \n\n \n\n \nJan. 2014\n \n\nGeneral Manager of Business Development Department, Energy and Eco Services Headquarters\n\n \n\n \n\n \nJan. 2017\n \n\nDeputy Head of Energy and Eco Services Headquarters,\n\n \n\n \n\n \n\n \n\nGeneral Manager of Business Development Department\n\n \n\n \n\n142\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nMar. 2017\n \n\nDeputy Head of Energy and Eco Services Headquarters,\n\n \n\n \n\n \n\n \n\nGeneral Manager of Global Business Development Department, Energy and Eco Services Headquarters\n\n \n\n \n\n \nMay 2018\n \n\nAssumed office of Member of the Board of Directors, ORIX Corporation UK Limited\n\n \n\n \n\n \nJan. 2020\n \n\nAssumed office of Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nHead of Energy and Eco Services Headquarters\n\n \n\n \n\n \nSep. 2020\n \n\nAssumed office of Member of the Board of Directors, Ubiteq, INC.\n\n \n\n \n\n \nJan. 2022\n \n\nAssumed office of Managing Executive Officer, the Company\n\n \n\n \n\n \nJan. 2024\n \n\nAssumed office of Senior Managing Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nGroup Strategy Business Unit, Responsible for Global Investment Strategy\n\n \n\n \n\n \nJun. 2024\n \n\nAssumed office of Member of the Board of Directors, Senior Managing Executive Officer, the Company\n\n \n\n \n\n \nJan. 2025\n \n\nAssumed office of Member of the Board of Directors, Representative Executive Officer, President, the Company\n\nChief Operating Officer\n\n \n\n \n\n \n\n \n\nResponsible for Group Strategy Business Unit\n\n \n\n \n\n \nJan. 2026\n \n\nChief Executive Officer\n\nResponsible for Digital Innovation Unit\n\nResponsible for Corporate Strategy and Management Unit\n\n \n\n \n\n143\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\nSatoru Matsuzaki\n\n(Apr. 12, 1966)\n\n \n\nMember of the Board of Directors,\n\nDeputy President Executive Officer,\n\nChief Operating Officer, Japan & APAC Business Unit\n\n \nApr. 1989\n \n\nJoined Crown Leasing Corporation (retired in Apr. 1997)\n\n \n \n\n \nAug. 1997\n \n\nJoined the Company\n\n \n10,719\n\n \nOct. 2005\n \n\nGeneral Manager of Strategic Planning Group, Investment Banking Headquarters\n\n \n(248,440)\n\n \nApr. 2006\n \n\nGeneral Manager of Investment and Operation Group, Investment Banking Headquarters\n\n \n\n \nFeb. 2010\n \n\nHead of Office of the President\n\n \n\n \nJun. 2010\n \n\nGeneral Manager of Corporate Planning Department\n\n \n\n \nJan. 2012\n \n\nGeneral Manager of Corporate Planning Department,\n\n \n\n \n\n \n\nGeneral Manager of Corporate Communications Department\n\n \n\n \n\n \nMay 2012\n \n\nGeneral Manager of Corporate Planning Department,\n\n \n\n \n\n \n\n \n\nSpecial Advisor to Responsible for Corporate Communications Department\n\n \n\n \n\n \nJan. 2013\n \n\nAssumed office of Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nResponsible for Corporate Planning Department,\n\n \n\n \n\n \n\n \n\nResponsible for Corporate Communications Department\n\n \n\n \n\n \nJan. 2014\n \n\nDomestic Sales Administrative Headquarters: Head of New Business Development and Head of Tokyo Sales\n\n \n\n \n\n \nJun. 2015\n \n\nResponsible for New Business Development Department I and II,\n\nHead of Tokyo Sales Headquarters\n\n \n\n \n\n \nJan. 2017\n \n\nHead of Eastern Japan Sales Headquarters\n\n \n\n \n\n \nJan. 2018\n \n\nAssumed office of Managing Executive Officer, the Company\n\nHead of Domestic Sales Administrative Headquarters,\n\nHead of Eastern Japan Sales Headquarters\n\n \n\n \n\n144\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nJan. 2019\n \n\nHead of Corporate Business Headquarters\n\n \n\n \n\n \nJun. 2019\n \n\nAssumed office of Member of the Board of Directors, Managing Executive Office, the Company\n\n \n\n \n\n \nJan. 2020\n \n\nAssumed office of Member of the Board of Directors, Senior Managing Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nChairperson, ORIX Auto Corporation,\n\n \n\n \n\n \n\n \n\nChairperson, ORIX Rentec Corporation\n\n \n\n \n\n \nJan. 2025\n \n\nAssumed office of Member of the Board of Directors, Deputy President Executive Officer, the Company\n\n \n\n \n\n \nApr. 2025\n \n\nGroup Strategy Business Unit, Responsible for Asia and Australia\n\n \n\n \n\n \nJul. 2025\n \n\nGroup Strategy Business Unit\n\nResponsible for Asia-Pacific\n\n \n\n \n\n \nJan. 2026\n \n\nResponsible for Japan & APAC Business Unit\n\n \n\n \n\n \nApr. 2026\n \n\nChief Operating Officer, Japan & APAC Business Unit\n\n \n\nStan Koyanagi\n\n(Dec. 25, 1960)\n\n \n\nMember of the Board of Directors,\n\nSenior Managing Executive Officer,\n\nGlobal General Counsel\n\nResponsible for Legal and Compliance Unit\n\n \nOct. 1985\n \n\nJoined SHEPPARD, MULLIN, RICHTER & HAMPTON LLP (retired in May 1988)\n\n \n5,000\n(0)\n\n \nJan. 1993\n \n\nPartner, GRAHAM & JAMES LLP (currently Squire Patton Boggs LLP) (retired in Feb. 1997)\n\n \nMar. 1997\n \n\nVice President, ORIX USA Corporation (currently ORIX Corporation USA)\n\n \n\n \nMar. 1999\n \n\nGeneral Counsel, Vice President and Manager, ORIX USA Corporation (currently ORIX Corporation USA) (retired in Dec. 2003)\n\n \n\n \nJan. 2004\n \n\nVice President and Associate General Counsel, KB HOME (retired in Jun. 2013)\n\n \n\n145\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nJul. 2013\n \n\nJoined the Company\n\n \n\n \n\n \n\n \n\nGlobal General Counsel of Global Business Headquarters\n\n \n\n \n\n \nJun. 2017\n \n\nAssumed office of Member of the Board of Directors, Managing Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nResponsible for Enterprise Risk Management,\n\nGlobal General Counsel\n\n \n\n \n\n \nJun. 2018\n \n\nHead of Enterprise Risk Management Headquarters\n\n \n\n \n\n \nJan. 2019\n \n\nResponsible for Enterprise Risk Management Headquarters\n\n \n\n \n\n \nJan. 2022\n \n\nResponsible for Legal and Compliance Headquarters\n\n \n\n \n\n \nJan. 2023\n \n\nAssumed office of Member of the Board of Directors, Senior Managing Executive Officer, the Company\n\n \n\n \n\n \n\n \n\nResponsible for Legal Function Unit\n\n \n\n \n\n \nJan. 2026\n \n\nResponsible for Legal and Compliance Unit\n\n \n\nHiroshi Watanabe\n\n(Jun. 26, 1949)\n\n \n\nMember of the Board of Directors (Outside Director)\n\n \nApr. 1972\n \n\nJoined the Ministry of Finance\n\n \n\n0\n\n(11,000)\n\n \nJan. 2003\n \n\nDirector-General, International Bureau, Ministry of Finance\n\n \n\nVisiting professor, Faculty of Business Administration at Tokyo Seitoku University\n\n \nJul. 2004\n \n\nVice Minister of Finance for International Affairs, Ministry of Finance (retired in Jul. 2007)\n\n \n\n \nOct. 2007\n \n\nSpecial Advisor, Japan Center for International Finance (retired in Sep. 2008)\n\n \n\n \n\n \nApr. 2008\n \n\nProfessor, Graduate School of Commerce and Management at Hitotsubashi University (currently Graduate School of Business Administration at Hitotsubashi University) (retired in Sep. 2008)\n\n \n\n \n\n \nOct. 2008\n \n\nAssumed office of Deputy Governor, Japan Finance Corporation (retired in Mar. 2012)\n\n \n\n \n\n146\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nApr. 2012\n \n\nAssumed office of Deputy Governor, Japan Bank for International Cooperation\n\n \n\n \n\n \nDec. 2013\n \n\nAssumed office of Governor, Japan Bank for International Cooperation (retired in Jun. 2016)\n\n \n\n \n\n \nOct. 2016\n \n\nAssumed office of President, Institute for International Monetary Affairs (retired in Jun. 2025)\n\n \n\n \n\n \nJun. 2020\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\n \n\n \n\n \nApr. 2025\n \n\nVisiting professor, Faculty of Business Administration at Tokyo Seitoku University\n\n \n\nAiko Sekine\n\n(May 13, 1958)\n\n \n\nMember of the Board of Directors (Outside Director)\n\nProfessor, Faculty of Commerce at Waseda University\n\nTrustee, International Valuation Standards Council\n\nAdvisor, Japanese Institute of Certified Public Accountants\n\nAudit & Supervisory Board Member (Outside), IHI Corporation\n\nMember of the Board of Directors (Outside Director), NIPPON STEEL CORPORATION\n\n \nApr. 1981\n \n\nJoined Citibank, N.A., Tokyo Branch (retired in Jan. 1984)\n\n \n\n0\n\n(11,000)\n\n \nOct. 1985\n \n\nJoined Aoyama Audit Corporation\n\n \nMar. 1989\n \n\nCertified as Public Accountant, Japan\n\n \nJul. 2001\n \n\nPartner of Chuo Aoyama Audit Corporation (retired in Aug. 2006)\n\n \nSep. 2006\n \n\nPartner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) (retired in Jul. 2016)\n\n \nJul. 2007\n \n\nExecutive Board Member of Japanese Institute of Certified Public Accountants\n\n \nJan. 2008\n \n\nBoard Member of International Ethics Standards Board for Accountants, International Federation of Accountants (retired in Dec. 2010)\n\n \n\n \nJul. 2010\n \n\nAssumed office of Deputy President of Japanese Institute of Certified Public Accountants\n\n \n\n \n\n \nJul. 2016\n \n\nAssumed office of Chairman and President of Japanese Institute of Certified Public Accountants (retired in Jul. 2019)\n\n \n\n \n\n147\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nJan. 2019\n \n\nMember of the Nominating Committee, International Federation of Accountants (retired in Dec. 2022)\n\n \n\n \n\n \nJul. 2019\n \n\nAdvisor, Japanese Institute of Certified Public Accountants\n\n \n\n \n\n \nJun. 2020\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\n \n\n \n\n \n\n \n\nAssumed office of Audit & Supervisory Board Member (Outside), IHI Corporation\n\n \n\n \n\n \nSep. 2020\n \n\nProfessor, Faculty of Commerce at Waseda University\n\n \n\n \n\n \nOct. 2020\n \n\nTrustee, International Valuation Standards Council\n\n \n\n \n\n \nJun. 2024\n \n\nAssumed office of Member of the Board of Directors (Outside Director), NIPPON STEEL CORPORATION\n\n \n\nChikatomo Hodo\n\n(Jul. 31, 1960)\n\n \n\nMember of the Board of Directors (Outside Director)\n\nMember of the Board of Directors (Outside Director), Sumitomo Mitsui Banking Corporation\n\n \n\nSep. 1982\n\n \n\nJoined Arthur Andersen & Co. (currently Accenture Japan Ltd.)\n\n \n\n0\n\n(9,500)\n\n \nSep. 2005\n \n\nAssumed office of Representative Director, Accenture Japan Ltd.\n\n \n\n \nApr. 2006\n \n\nAssumed office of Representative Director and President, Accenture Japan Ltd.\n\n \n\n \nSep. 2015\n \n\nAssumed office of Director and Chairman, Accenture Japan Ltd. (retired in Aug. 2017)\n\n \n\n \nSep. 2017\n \n\nAssumed office of Director and Senior Corporate Advisor, Accenture Japan Ltd. (retired as a Director on Jun. 2018)\n\n \n\n \nJul. 2018\n \n\nSenior Corporate Advisor, Accenture Japan Ltd. (retired in Aug. 2021)\n\n \n\n \n\n \nJun. 2021\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\n \n\n \n\n \nJun. 2023\n \n\nAssumed office of Member of the Board of Directors (Outside Director), Sumitomo Mitsui Banking Corporation\n\n \n\n \n\n148\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\nNoriyuki Yanagawa\n\n(Apr. 23, 1963)\n\n \n\nMember of the Board of Directors (Outside Director)\n\nProfessor, Graduate School of Economics at the University of Tokyo\n\nMember of the Board of Directors (Outside Director), Shizuoka Financial Group, Inc.\n\n \nApr. 1993\n \n\nSpecialized Teacher, Faculty of Economics of Keio University\n\n \n\n0\n\n(8,000)\n\n \nApr. 1996\n \n\nAssistant Professor, Graduate School of Economics at the University of Tokyo\n\n \n\n \nApr. 2007\n \n\nAssociate Professor, Graduate School of Economics at the University of Tokyo\n\n \n\n \nDec. 2011\n \n\nProfessor, Graduate School of Economics at the University of Tokyo\n\n \n\n \nJun. 2022\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\n \n\n \nJun. 2026\n \n\nAssumed office of Member of the Board of Directors (Outside Director), Shizuoka Financial Group, Inc.\n\n \n\nMami Yunoki\n\n(May 27, 1963)\n\n \n\nMember of the Board of Directors (Outside Director)\n\nPart-time lecturer at the Graduate School of Hitotsubashi University\n\nRepresentative, Mami Yunoki Certified Public Accountant Office\n\nOutside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd.\n\nMember of the Board of Directors (Outside Director), Daiwa Securities Group Inc.\n\n \nMay 1985\n \n\nJoined Aoyama Audit Corporation\n\n \n\n0\n\n(2,000)\n\n \nMar. 1988\n \n\nCertified as Public Accountant, Japan\n\n \nSep. 2006\n \n\nJoined PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC)\n\n \n\n \nJul. 2008\n \n\nPartner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC)\n\n \n\n \nJul. 2016\n \n\nMember of the firm management committee and executive officer in charge of the manufacturing, distribution, and services divisions of PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC)\n\n \n\n \n\n149\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \n\n \n\nMember of the Examination Board on Strengthening of Financial Functions, Financial Services Agency\n\n \n\n \n\n \nSep. 2019\n \n\nPartner of the manufacturing, distribution, and services divisions of PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC) (retired in Jun. 2023)\n\n \n\n \n\n \nSep. 2020\n \n\nPart-time lecturer at the Graduate School of Hitotsubashi University\n\n \n\n \n\n \nJul. 2023\n \n\nRepresentative, Mami Yunoki Certified Public Accountant Office\n\n \n\n \n\n \nMar. 2024\n \n\nOutside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd.\n\n \n\n \n\n \n\nJun. 2024\n\n \n\nMember of the Board of Directors (Outside Director), Daiwa Securities Group Inc.\n\n \n\n \n\nJun. 2025\n\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\nMiwa Seki\n\n(Feb. 25, 1965)\n\n \n\nMember of the Board of Directors (Outside Director)\n\nGeneral Partner, MPower Partners Fund L.P.\n\nMember of the Board of Directors (Outside Director), Daiwa House Industry Co., Ltd.\n\n \nApr. 1988\n \n\nJoined DENTSU INC. (retired in Mar. 1989)\n\n \n\n0\n\n(2,000)\n\n \nApr. 1989\n \n\nJoined Smith Barney (retired in Jul. 1991)\n\n \nSep. 1993\n \n\nJoined Morgan Stanley (retired in Jan. 1997)\n\n \n\n \nFeb. 1997\n \n\nJoined Clay Finlay Limited\n\n \n\n \nJan. 2000\n \n\nFounder and President, Mei Corporation Y.K. (retired in Aug. 2013)\n\n \n\n \nJan. 2003\n \n\nGeneral Manager, Tokyo Branch, Clay Finlay Limited (retired in Aug. 2007)\n\n \n\n \n\n \nApr. 2015\n \n\nAssociate Professor, Faculty of Foreign Studies at Kyorin University (retired in Mar. 2021)\n\n \n\n \n\n150\n\n##### Table of Contents\n\nName\n\n(Date of birth)\n\n \n\nCurrent positions and\n\nprincipal outside positions (1)\n\n \n\nBusiness experience\n\n \n\nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\n\nJune 22, 2026\n\n \n\n \nJun. 2020\n \n\nMember of the Board of Directors (Outside Director), Daiwa House Industry Co., Ltd.\n\n \n\n \n\n \nMay 2021\n \n\nGeneral Partner, MPower Partners Fund L.P.\n\n \n\n \n\n \nJun. 2025\n \n\nAssumed office of Member of the Board of Directors (Outside Director), the Company\n\n \n\n \n\nNotes:\n \n\n1.  All ORIX Members of the Board of Directors are engaged full-time except Hiroshi Watanabe, Aiko Sekine, Chikatomo Hodo Noriyuki Yanagawa, Mami Yunoki and Miwa Seki.\n\n \n\n2.  Name on the family register of Aiko Sekine is Aiko Sano.\n\n \n\n3.  Name on the family register of Mami Yunoki is Mami Kato.\n\nEXECUTIVE OFFICERS\n\nThe executive officers of the ORIX Group as of June 22, 2026, excluding those who are also directors as listed above are as follows:\n\n \n\nName\n\n  \n\nTitle\n\n  \n\nAreas of duties\n\n  \nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\nJune 22, 2026\n \n\nYoshiteru Suzuki\n\n  \n\nSenior Managing Executive Officer\n\n  \n\nChief Operating Officer, USA & Europe Business Unit\n\nPresident and Chief Executive Officer, ORIX Corporation USA\n\n  \n \n\n0\n\n(180,010\n\n \n\n) \n\nShuji Irie\n\n  \n\nSenior Managing Executive Officer\n\n  \n\nChief Operating Officer, Infrastructure Business Unit\n\n  \n \n\n131,600\n\n(15,570\n\n \n\n) \n\nMasataka Yamada\n\n  \n\nSenior Managing Executive Officer\n\n  \n\nChief Financial Officer and\n\nChief Strategy Officer\n\nCorporate Strategy and Management Unit\n\n  \n \n\n0\n\n(6,228\n\n \n\n) \n\nEiji Arita\n\n  \n\nManaging Executive Officer\n\n  \n\nJapan & APAC Business Unit\n\nCorporate Business Headquarters\n\nMember of the Board of Directors (Outside Director), Kanamoto Co., Ltd.\n\n  \n \n\n1,600\n\n(80,875\n\n \n\n) \n\nSeiichi Miyake\n\n  \n\nManaging Executive Officer\n\n  \n\nJapan & APAC Business Unit\n\nInvestment and Operation Headquarters\n\n  \n \n\n4,419\n\n(80,875\n\n \n\n) \n\n \n\n151\n\n##### Table of Contents\n\nName\n\n  \n\nTitle\n\n  \n\nAreas of duties\n\n  \nNumber of\nshares held\n(number of\nshares\nscheduled to\nbe issued by\nshare-based\ncompensation\nplans) in the\nCompany as of\nJune 22, 2026\n \n\nYuji Kamiyauchi\n\n  \n\nManaging Executive Officer\n\n  \n\nJapan & APAC Business Unit\n\nMaintenance Leasing\n\nChairperson, ORIX Auto Corporation\n\nPresident, ORIX Rentec Corporation\n\n  \n \n\n5,888\n\n(100,375\n\n \n\n) \n\nNobuki Watanabe\n\n  \n\nManaging Executive Officer\n\n  \n\nInfrastructure Business Unit\n\nOsaka IR Business\n\n  \n \n\n641\n\n(87,289\n\n \n\n) \n\nTakashi Otsuka\n\n  \n\nManaging Executive Officer\n\n  \n\nChief Risk Officer\n\nRisk Management Unit\n\n  \n \n\n2,332\n\n(45,289\n\n \n\n) \n\nTatsuya Kitamura\n\n  \n\nManaging Executive Officer\n\n  \n\nInfrastructure Business Unit\n\nReal Estate Business\n\nReal Estate Sales Department\n\nPublic Infrastructure Business Department\n\nPresident, ORIX Real Estate Corporation\n\n  \n \n\n8,000\n\n(33,372\n\n \n\n) \n\nTetsuya Kotera\n\n  \n\nExecutive Officer\n\n  \n\nJapan & APAC Business Unit\n\nCorporate Business Headquarters\n\n  \n \n\n2,619\n\n(70,710\n\n \n\n) \n\nTomoko Kageura\n\n  \n\nExecutive Officer\n\n  \n\nLegal and Compliance Unit\n\nCorporate legal affairs\n\n  \n \n\n5,713\n\n(72,793\n\n \n\n) \n\nHiroyuki Ido\n\n  \n\nExecutive Officer\n\n  \n\nDigital Innovation Unit\n\nBusiness Process Transformation Department\n\n  \n \n\n0\n\n(59,793\n\n \n\n) \n\nRyujiro Tokuma\n\n  \n\nExecutive Officer\n\n  \n\nInfrastructure Business Unit\n\nGlobal Transportation Services Headquarters\n\n  \n \n\n4,909\n\n(59,793\n\n \n\n) \n\nHao Li\n\n  \n\nExecutive Officer\n\n  \n\nJapan & APAC Business Unit\n\nGreater China Group\n\n  \n \n\n0\n\n(59,793\n\n \n\n) \n\nTomohiko Ishihara\n\n  \n\nExecutive Officer\n\n  \n\nHR and Administration Unit\n\nSecretariat of The Board of Directors\n\n  \n \n\n382\n\n(45,793\n\n \n\n) \n\nTaro Baden\n\n  \n\nExecutive Officer\n\n  \n\nGroup Kansai Representative\n\nPresident, ORIX Baseball Club Co., Ltd.\n\n  \n \n\n2,807\n\n(31,793\n\n \n\n) \n\nTony Ahn\n\n  \n\nExecutive Officer\n\n  \n\nDigital Innovation Unit\n\nInformation Security and Technology\n\n  \n \n\n0\n\n(31,793\n\n \n\n) \n\nAtsunori Sato\n\n  \n\nExecutive Officer\n\n  \n\nInfrastructure Business Unit\n\nEnergy and Eco Services Headquarters\n\nMember of the Board of Directors, Ubiteq, INC.\n\n  \n \n\n1,400\n\n(31,793\n\n \n\n) \n\nYoshiaki Matsuoka\n\n  \n\nExecutive Officer\n\n  \n\nJapan & APAC Business Unit\n\nAsia-Pacific Business Headquarters\n\n  \n \n\n1,600\n\n(17,793\n\n \n\n) \n\nKei Kitagawa\n\n  \n\nExecutive Officer\n\n  \n\nInfrastructure Business Unit\n\nGlobal Transportation Services Headquarters\n\n  \n \n\n6,000\n\n(17,793\n\n \n\n) \n\nHiroyuki Ishinaga\n\n  \n\nExecutive Officer\n\n  \n\nCorporate Strategy and Management Unit\n\nTreasury and Corporate Communications\n\n  \n \n\n1,600\n\n(4,983\n\n \n\n) \n\nReiko Okubo\n\n  \n\nExecutive Officer\n\n  \n\nCorporate Strategy and Management Unit\n\nCEO’s Office\n\n  \n \n\n1,600\n\n(4,983\n\n \n\n) \n\n \n\n \n\nNotes: 1. Name on the family register of Tomoko Kageura is Tomoko Kanda.\n\n2. Tony Ahn’s legal name is Donghee Ahn.\n\n \n\n152\n\n##### Table of Contents\n\nEMPLOYEES\n\n1. Human Resources Strategy and Policies\n\n(1) Human Resources Strategy Aligned with Corporate Strategy\n\nFor the Human Resources Strategy Aligned with Corporate Strategy, see “Item 4. Information on the Company—Sustainability at ORIX and Our Initiatives—Addressing Human Capital.”\n\n(2)  Policy on the Determination of Compensation and Other Benefits\n\nIn executing the Company’s management strategy and enhancing its medium- to long-term corporate value, it is essential to provide an attractive workplace where employees can thrive with strong motivation and a sense of fulfillment, and where their contributions are appropriately recognized, supported by an appropriately designed and effectively operated compensation system.\n\nBased on this view, ORIX has adopted “evaluation and treatment aligned with job responsibilities and performance” as a basic principle of its compensation system. Fixed compensation is determined based on the roles and job responsibilities expected of each employee, while variable compensation (bonuses) is determined based on performance outcomes. The evaluation program applies to all employees, and bonuses reflect not only individual performance evaluations but also overall company performance. In addition, ORIX has introduced an incentive plan using restricted shares for certain manager- and executive-level employees, with the objective of fostering a greater sense of participation in management and encouraging proactive actions toward medium- to long-term and sustainable improvement of corporate value.\n\nFair Treatment\n\nIndividual goal setting and evaluation consist of a “Goal Contribution Evaluation,” which assesses the results achieved by employees against goals (performance responsibilities) set together with their supervisors, and a “Role Behavior Evaluation,” which assesses whether expected behavioral guidelines, based on roles for each job category and grade, are demonstrated. The “Goal Contribution Evaluation” is reflected in bonuses, while the “Role Behavior Evaluation” is reflected in salary increases and promotions.\n\nTo ensure that the evaluation program functions in a fair and equitable manner, ORIX emphasizes regular dialogue between supervisors and employees. Supervisors clarify the roles and expected performance levels aligned with job responsibilities and set goals accordingly. During the fiscal year, progress reviews are conducted to mutually confirm the status of goal achievement, and goals may be revised or support provided as necessary. At the end of the fiscal year, supervisors provide feedback on evaluation results to support continuous growth and capability development.\n\nORIX also provides training for supervisors aimed at enhancing their understanding of the evaluation system as evaluators and equipping them with the skills necessary to support the careers of their staff. In addition, through surveys regarding supervisors’ behaviors conducted from the perspective of subordinates, the HR function understands managerial conduct, awareness and workplace conditions, and endeavors to enhance the effectiveness of the evaluation system.\n\nCompetitive Compensation:\n\nTaking into account the impact of recent inflation on employees, and from the perspective of ongoing investment in human resources that support ORIX’s growth strategies, ORIX increased base pay, including starting salaries, during the fiscal year ended in March 2026. From the perspective of attracting and retaining talented employees, ORIX also considers external labor market compensation levels and talent supply-and-demand trends, referencing survey data from third-party compensation research providers, and endeavors to maintain competitive compensation relative to market levels.\n\n \n\n153\n\n##### Table of Contents\n\nORIX also provides training for supervisors aimed at enhancing their understanding of the evaluation system as evaluators and equipping them with the skills necessary to support the careers of their staff. In addition, through surveys regarding supervisors’ behaviors conducted from the perspective of subordinates, the HR function understands managerial conduct, awareness and workplace conditions, and endeavors to enhance the effectiveness of the evaluation system.\n\n2. Employees\n\nAs of March 31, 2026, we had 37,286 full-time employees, compared to 33,982 as of March 31, 2025 and 33,807 as of March 31, 2024. We employ 4,961 staff in Corporate Financial Services and Maintenance Leasing, 9,186 staff in Real Estate, 7,794 staff in PE Investment and Concession, 975 staff in Environment and Energy, 2,095 staff in Insurance, 934 staff in Banking and Credit, 325 staff in Aircraft and Ships, 2,070 staff in ORIX USA, 1,645 staff in ORIX Europe, 4,977 staff in Asia and Australia, 2,324 staff as part of our headquarters function as of March 31, 2026. As of March 31, 2026, we had 18,891 temporary employees. Some of our employees are represented by a union. We consider our labor relations to be excellent.\n\nThe mandatory retirement age for our employees is 65, but for our subsidiaries and affiliates the retirement age varies. ORIX and major domestic subsidiaries introduced a system for retirement at age 65 from April 2014. In April 2010, ORIX introduced an early voluntary retirement program that is available to ORIX employees who are at least 45 years old. Employees who take advantage of this program receive their accrued retirement package plus an incentive premium.\n\nORIX and some of its subsidiaries have established contributory and noncontributory funded pension plans covering substantially all of their employees. The contributory funded pension plans include defined benefit pension plans and defined contribution pension plans. Under the plans, employees are entitled to lump sum payments at the time of termination of their employment or, if enrollment period requirements have been met, to pension payments. Defined benefit pension plans consist of a cash balance plan and a plan in which the amount of the payments are determined on the basis of length of service and remuneration at the time of termination. Our funding policy in respect of these plans is to contribute annually the amounts actuarially determined to be required. Assets of the plans are invested primarily in interest-bearing securities and marketable equity securities. In July 2004, ORIX introduced a defined contribution pension program. In November 2004, we received permission from the Japanese Ministry of Health, Labor and Welfare to transfer the substitutional portion of benefit obligation from our employer pension fund to the government and these assets were transferred back to the government in March 2005. Total costs (termination or pension plans for both employees and directors and corporate auditors) charged to income for all benefit plans (including defined benefit plans) were ¥10,574 million, ¥9,872 million and ¥11,863 million in fiscal 2024, 2025 and 2026, respectively.\n\nIndicators related to diversity (as of March 31, 2026)\n\n \n\nFiling Company and Consolidated Subsidiaries\n\n \nPercentage of\nfemale\nmanagers\n \n \nPercentage of\nmale employees\ntaking childcare\nleave, etc.\n \n \nPay gap between men and women\n \n\n \nAll employees\n \n \nOf full-time\nemployees\n \n \nOf fixed-term\nemployees and\npart-time\nemployees\n \n\nORIX Corporation\n\n \n \n34.1\n% \n \n \n98.4\n% \n \n \n64.2\n% \n \n \n63.6\n% \n \n \n78.6\n% \n\nORIX Auto Corporation\n\n \n \n21.5\n% \n \n \n100.0\n% \n \n \n70.0\n% \n \n \n68.3\n% \n \n \n97.4\n% \n\nORIX Rentec Corporation\n\n \n \n40.8\n% \n \n \n107.6\n% \n \n \n68.9\n% \n \n \n72.5\n% \n \n \n68.0\n% \n\nORIX Real Estate Corporation\n\n \n \n21.7\n% \n \n \n100.0\n% \n \n \n70.2\n% \n \n \n70.1\n% \n \n \n— \n \n\nORIX Environmental Resources Management Corporation\n\n \n \n10.0\n% \n \n \n100.0\n% \n \n \n67.2\n% \n \n \n73.2\n% \n \n \n52.3\n% \n\nORIX Life Insurance Corporation\n\n \n \n21.9\n% \n \n \n66.6\n% \n \n \n62.4\n% \n \n \n62.0\n% \n \n \n56.4\n% \n\nORIX Bank Corporation\n\n \n \n27.7\n% \n \n \n105.5\n% \n \n \n64.7\n% \n \n \n68.0\n% \n \n \n60.2\n% \n\nORIX Computer Systems Corporation\n\n \n \n20.0\n% \n \n \n73.3\n% \n \n \n70.8\n% \n \n \n70.4\n% \n \n \n— \n \n\n8 Group companies in Japan\n\n \n \n29.8\n% \n \n \n92.2\n% \n \n \n65.0\n% \n \n \n65.3\n% \n \n \n62.2\n% \n\n \n\n154\n\n##### Table of Contents\n\n \n\nNotes:\n  \n1.\n  \nThe percentage of female managers is calculated based on the provisions of the Act on Promotion of Women’s Participation and Advancement in the Workplace (Act No. 64, 2015). Regarding the percentage of female managers, seconded employees are counted as employees of the home company.\n\n  \n2.\n  \nThe percentage of male employees taking childcare leave, etc. is calculated based on the provisions of the Act on the Welfare of Workers Engaged in Childcare or Family Care such as Childcare Leave and Family Care Leave (Act No. 76, 1991), the ratio of childcare leave, etc. taken under Article 71-6, Item 2 of the Enforcement Regulations of the Act on the Welfare of Workers Engaged in Childcare or Family Care such as Childcare Leave and Family Care Leave (Ministry of Labor Ordinance No. 25, 1991). Regarding the percentage of male employees taking childcare leave, etc., it includes those who are taking parental leave, and seconded employees are counted as employees of the home company. Employees whose spouses gave birth in prior years may take childcare leave, etc. in the current year, so the take-up rate may exceed 100%. “—” indicates that there are no eligible employees.\n\n  \n3.\n  \nThe pay gap between men and women shows the ratio of the annual average pay of female employees to the annual average pay of male employees. Regarding the pay gap between men and women, seconded employees are counted as employees of the home company. “—” indicates that there are no eligible employees.\n\n  \n4.\n  \nThe 8 Group Companies in Japan (ORIX Corporation, ORIX Auto Corporation, ORIX Rentec Corporation, ORIX Real Estate Corporation, ORIX Environmental Resources Management Corporation, ORIX Life Insurance Corporation, ORIX Bank Corporation and ORIX Computer Systems Corporation) jointly operate as part of the ORIX Group’s personnel strategy and personnel systems.\n\nORIX offers a variety of work styles and occupations to help employees of diverse backgrounds maximize their performance, and by providing opportunities for them, ORIX supports the realization of the career they desire.\n\nIn addition, ORIX implements an evaluation and remuneration system that seeks to provide fair pay based on an employee’s seniority, role and duties, with adjustments for personnel evaluations. As of March 31, 2026, the pay gap between men and women in general manager positions was 94.9%. The ORIX Group has set an overall increase in the ratio of female managers as an important ESG-related target and is focusing on the promotion of women.\n\nSHARE OWNERSHIP\n\nAs of June 22, 2026, the directors and executive officers of the Company directly held an aggregate of 310,929 Shares, representing 0.02% of the total Shares issued as of such date.\n\nCOMPENSATION\n\nTo promote greater management transparency in our governance, we had established the Executive Nomination and Compensation Committee in June 1999. Its functions included recommending executive remuneration. In June 2003, we adopted a “Company with Committees” board model and replaced the Executive Nominating and Compensation Committee with separate Nominating and Compensation Committees. For discussion of these committees, see “Item 6. Directors, Senior Management and Employees—Nominating Committee” and “—Compensation Committee.”\n\n \n\n155\n\n##### Table of Contents\n\nCompensation for directors and executive officers in fiscal 2026 was as follows (in millions of yen);\n\n \n\n \n  \nFixed\ncompensation\n(Number of\npeople)\n \n \nPerformance-\nlinked\ncompensation\n(Number of\npeople)\n \n \nShare-based\ncompensation\n(Number of\npeople)\n \n \nTotal\ncompensation\n \n\nNon-Executive Director and Outside Director\n\n  \n¥\n\n \n\n123\n\n(8\n\n \n\n) \n\n \n \n\n— \n\n— \n\n \n\n \n\n \n¥\n\n \n\n26\n\n(8\n\n \n\n) \n\n \n¥\n\n \n\n150\n\n(8\n\n \n\n) \n\nExecutive Officer\n\n  \n¥\n\n \n\n978\n\n(29\n\n \n\n) \n\n \n¥\n\n \n\n1,142\n\n(29\n\n \n\n) \n\n \n¥\n\n \n\n1,026\n\n(29\n\n \n\n) \n\n \n¥\n\n \n\n3,146\n\n(29\n\n \n\n) \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nTotal\n\n  \n¥\n\n \n\n1,102\n\n(37\n\n \n\n) \n\n \n¥\n\n \n\n1,142\n\n(29\n\n \n\n) \n\n \n¥\n\n \n\n1,053\n\n(37\n\n \n\n) \n\n \n¥\n\n \n\n3,297\n\n(37\n\n \n\n) \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nThe above list is the amount paid in accordance with the policies for the compensation of directors and Executive Officers resolved by the Compensation Committee held on June 25, 2025.\n\nThe amount paid listed in the table above with regard to the share-based compensation is calculated by multiplying the number of points confirmed to be provided as the portion for the fiscal year ended in March 2026 by the stock market price paid by the trust when ORIX’s shares were acquired (¥2,248.39 per share).\n\nThe targets and results with regard to the KPIs of the performance-linked compensation listed in the table above are as follows:\n\n \n\n \n-\n \n\nCompany-wide performance indicator\n\nWe targeted the planned value of the consolidated net income set by the compensation committee towards the achievement of the Company’s mid-term strategic directions, and achieved 118%.\n\n \n\n \n-\n \n\nDivision performance indicator\n\nWe set the performance target for each division based on the company-wide performance target, and achieved 0% to 300% (median:105%) by 29 Executive Officers (based on the total evaluation including qualitative assessment).\n\nCompensation for Makoto Inoue, Member of the Board of Directors, Representative Executive Officer, Chairman of ORIX, for fiscal 2026 was ¥169 million in fixed compensation, ¥200 million in performance-linked compensation and ¥182 million in share-based compensation.\n\nCompensation for Hidetake Takahashi, Member of the Board of Directors, Representative Executive Officer, President and Chief Executive Officer of ORIX, for fiscal 2026 was ¥142 million in fixed compensation, ¥168 million in performance-linked compensation and ¥152 million in share-based compensation.\n\nCompensation for Satoru Matsuzaki, Member of the Board of Directors, Deputy President Executive Officer of ORIX, for fiscal 2026 was ¥97 million in fixed compensation, ¥103 million in performance-linked compensation and ¥90 million in share-based compensation.\n\nCompensation for Stan Koyanagi, Member of the Board of Directors, Senior Managing Executive Officer of ORIX, for fiscal 2026 was ¥106 million (¥16 million from the Company and ¥90 million from ORIX Corporation USA) in fixed compensation and ¥211 million (¥211 million from ORIX Corporation USA) in performance-linked compensation.\n\nCompensation for Yasuaki Mikami, Member of the Board of Directors, Senior Managing Executive Officer of ORIX, for fiscal 2026 was ¥42 million in fixed compensation, ¥39 million in performance-linked compensation and ¥36 million in share-based compensation.\n\n \n\n156\n\n##### Table of Contents\n\nCompensation for Eiji Arita, Managing Executive Officer of ORIX, for fiscal 2026 was ¥33 million in fixed compensation, ¥45 million in performance-linked compensation and ¥36 million in share-based compensation.\n\nCompensation for Seiichi Miyake, Managing Executive Officer of ORIX, for fiscal 2026 was ¥33 million in fixed compensation, ¥71 million in performance-linked compensation and ¥36 million in share-based compensation.\n\nThe actual total amount of the share-based compensation paid in fiscal 2026 was ¥584 million paid to two directors and three executive officers (including those serving concurrently as directors and Executive Officers) who retired during fiscal 2026.\n\nThe Compensation Committee sets the following “Policy of Determining Compensation of Directors and Executive Officers.”\n\nPolicy of Determining Compensation of Directors and Executive Officers\n\nORIX’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 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 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 25, 2025.\n\nCompensation Policy for Directors\n\nThe 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*. 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.\n\nFixed compensation is, in principle, a certain amount that is added to the compensation of the chairperson and member of each committee. For share-based compensation reflecting medium- to long-term performance, directors are granted points on an annual basis for their period of service, and they are paid in ORIX shares corresponding to the amount of points they have accumulated at the time of retirement.\n\nCompensation Policy for Executive Officers\n\nThe 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**. In principle, the compensation mix for executive officers is to set the ratio fixed compensation, performance-linked compensation, and share-based compensation to 1:1:1. In addition, based on the outcome of a third-party compensation research agency investigation, the Company strives to maintain a competitive level of compensation with executive officer compensation functioning as an effective incentive.\n\nFixed compensation is decided for each individual based on a standard amount for each position. Compensation linked to business performance for the fiscal year ended March 2026 uses the level of\n\n \n\n157\n\n##### Table of Contents\n\nachievement against the planned value of the consolidated net income as a company-wide performance indicator, adjusting 50% of the position-based standard amount within the range of 0% to 200% while, at the same time, using the level of achievement of the target of the division for which the relevant executive officer was responsible*** as a division performance indicator, adjusting 50% of the position-based standard amount within the range of 0% to 300%. In the case of Representative Executive Officers, the level of achievement against the planned value of the consolidated net income is used as a sole performance indicator, adjusting the standard amount within the range of 0% to 200%. These performance indicators are selected based on the Company’s mid-term strategic directions. In addition to the above, annual bonuses for Executive Officers at the Managing Executive Officer level and above will be increased or decreased by an amount ranging from 0% to 30% of the base amount for each position based on progress toward the ESG-related Key Goals. If progress towards ESG-related Key Goals is proceeding as planned, the annual bonus will not be adjusted. For share-based compensation reflecting medium- to long-term performance, executive officers are granted points based on their position, and they are paid in ORIX shares corresponding to the amount of points they have accumulated at the time of retirement.\n\n \n\n \n\n*\n\nShare-based compensation is the Board Incentive Plan Trust in which directors and Executive Officers are granted points on an annual basis for their period of service, and at the time of retirement, ORIX’s shares are delivered through a trust to them in accordance with the number of points they have accumulated. The amount of points to be granted is determined in accordance with the guidelines adopted by the compensation committee. The compensation committee does not set a minimum ownership period for the shares delivered under the plan. The compensation committee can forfeit the share-based compensation from a recipient director or executive officer, if it finds he/she engaged in serious misconduct that could cause damage to the Company during his/her period of service.\n\n**\n\nCompensation for executive officers based on foreign branches or executive officers with special expertise is determined based on individual deliberation about foreign local compensation practices/levels or their special expertise, as the case may be.\n\n***\n\nThe level of achievement of each division performance with regard to the performance-based compensation is measured based on a total evaluation focusing on the achievement rate against the planned value of each division and taking into account qualitative factors (such as target levels, details of achievement, future growth potential, effort status to ESG, etc.)\n\n \n\n158\n\n##### Table of Contents\n\nCompensation Clawback Policy\n\nThe Company has established a Compensation Clawback Policy pursuant to applicable New York Stock Exchange listing standards. This Policy provides for the clawback of performance-linked compensation (annual bonus) received in excess of executive officers’ original salaries based on erroneous financial statements in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.\n\nFor the authority, discretion and activity of Compensation Committee, refer to “Item 6. Directors, Senior Management and Employees—Structure and Activities of the Three Committees—Compensation Committee.”\n\nThe Compensation Committee conducts a comprehensive review, including confirming whether the specific compensation, etc. for individual Directors and Executive Officers is consistent with the compensation policies based on the resolution at the Compensation Committee meeting held on June 25, 2025, determines the compensation after verifying that the level of compensation is appropriate based on third-party research reports on Director compensation and other information, and judges whether the compensation is in line with the compensation policies.\n\nIn addition, to further strengthen the sharing of profits with our shareholders and stakeholders, we have established shareholding guidelines for our directors and executive officers to hold certain numbers of our shares in June 2005.\n\nIn June 2005, we introduced the share-based compensation, which is a program in which points are annually allocated to directors and executive officers based upon prescribed standards while in office, and the actual number of ORIX’s shares calculated based on the number of accumulated points is provided at the time of retirement. In July 2014, we started to provide these shares through a trust established by the Board Incentive Plan Trust. The Company entrusts money to the “Board Incentive Plan Trust”, which acquires ORIX’s shares from the stock market for directors and executive officers at the end of his or her tenure using money contributed in advance. The total number of points of the share-based compensation granted to directors and executive officers for fiscal 2026 is equivalent to 468,402 points. Under this system, ¥584 million, which is equivalent to 260,092 points accumulated up to the end of tenure, was paid to directors and executive officers who left their positions during fiscal 2026. As a result, the balance to directors and executive officers as of March 31, 2026 was 2,386,190 points.\n\nThere are no service contracts between any of our directors or executive officers and the Company or any of its subsidiaries providing for benefits upon termination of employment.\n\nNo stock options were granted in any year since 2009. Each unit of the Shares has one vote. We have not issued any preferred shares.\n\nSTOCK OPTION PLAN\n\nWe have adopted various incentive plans including a stock option plan. The purpose of our stock option plan is to enhance the link between management, corporate performance and stock price, and, in this way, improve our business results. These plans are administered by ORIX’s Human Resources Department. For further discussion of stock-based compensation, see Note 19 of “Item 18. Financial Statements.”\n\nAt the annual general meetings of shareholders in the years from 1997 to 2000 inclusive, our shareholders approved stock option plans under which ORIX purchased shares from the open market and held them for transfer to ORIX’s directors and executive officers and some employees upon the exercise of their options. Shareholders also approved a stock subscription rights plan in 2001 and stock acquisition rights plans from 2002 to 2005. From 2006 to 2008, the Compensation Committee approved stock acquisition rights plans for our directors and executive officers, and shareholders approved similar plans for certain ORIX employees, as well as\n\n \n\n159\n\n##### Table of Contents\n\ndirectors, executive officers and certain employees of our subsidiaries and affiliates. From 2009 to 2026, no stock option plans were adopted for our directors, executive officers, employees, or those of our subsidiaries and affiliates.\n\nDISCLOSURE OF A REGISTRANT`S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION\n\nNot applicable."}