Corporate Governance Management Team Directors Corporate Philosophy ORIX is constantly anticipating market needs and working to contribute to society by developing leading financial services on a global scale and striving to offer innovative products that create new value for customers. Management Policy ORIX strives to meet the diverse needs of its customers and to deepen trust by constantly developing superior services. ORIX aims to strengthen its base of operations and achieve sustained growth by integrating ORIX s resources to promote synergies amongst different units. ORIX makes efforts to maintain a corporate culture that encourages a sense of fulfillment and pride by developing personnel resources through corporate programs and promoting professional development. ORIX aims to attain stable medium- and long-term growth in shareholder value by implementing these initiatives. Profit Distribution Policy ORIX believes that securing profits from its businesses primarily as retained earnings, and utilizing them for strengthening its base of operations and making investments for growth, assists in sustaining profit growth while maintaining financial stability, and leading to increased shareholder value. Regarding dividends, ORIX responds to shareholder expectations through increasing shareholder value through mid- to long-term growth and steady distribution of profit. 52
Directors 1 Yoshihiko Miyauchi 2 Makoto Inoue 6 Yoshiyuki Yamaya 7 Tamio Umaki 11 Eiko Tsujiyama 12 Robert Feldman 7 12 10 8 9 11 13 5 3 1 2 4 6 3 Haruyuki Urata 8 Yoshinori Yokoyama 13 Takeshi Niinami 4 Hiroaki Nishina 9 Hirotaka Takeuchi 5 Kazuo Kojima 10 Takeshi Sasaki Directors and s Yoshihiko Miyauchi Director, Representative, Chairman and Chief Makoto Inoue Director, Representative, President and Chief Operating Officer Haruyuki Urata Director, Representative Deputy President and Chief Financial Officer Corporate Planning Department Corporate Communications Department Hiroaki Nishina Director, Vice Chairman Group Corporate Sales Group Kansai Representative Chairman, ORIX Real Estate President, ORIX Baseball Club Co., Ltd. Chairman, ORIX Auto Kazuo Kojima Director, Corporate Executive Vice President Domestic Sales Administrative Headquarters Chairman, ORIX Rentec Yoshiyuki Yamaya Director, Corporate Executive Vice President Real Estate Headquarters President, ORIX Real Estate Chairman, ORIX Golf Management LLC Tamio Umaki Director, Corporate Executive Vice President Chief Information Officer Human Resources & Corporate Administration Headquarters IT Planning Office Committees Board of Directors (6 Outside Directors / 7 Internal Directors) Nominating Committee (5 members) Audit Committee (3 members) *Chairperson (5 members) Takeshi Sasaki* Eiko Tsujiyama* Yoshinori Yokoyama* Yoshinori Yokoyama Yoshinori Yokoyama Hirotaka Takeuchi Hirotaka Takeuchi Takeshi Sasaki Takeshi Sasaki Robert Feldman Eiko Tsujiyama Takeshi Niinami Takeshi Niinami Note: Each of ORIX s three committees is composed entirely by outside directors. 53
Introduction of ORIX Outside Directors Yoshinori Yokoyama Member of Nominating Committee, Audit Committee, Compensation Committee (Chairperson) Outside Director, Sumitomo Mitsui Financial Group, Inc. Outside Director, Sumitomo Mitsui Banking Yoshinori Yokoyama joined Mckinsey & Company, Inc. and became Director in July 1987. He also served as Senior Fellow at the Research Institute of Economy, Trade and Industry, IAA and Corporate Auditor at the Industrial Revitalization of Japan. He has a wealth of experience and knowledge as a business consultant. As Chairperson of the, he contributes to management oversight by leading discussions and deliberations on compensation structure and compensation levels for Directors and s, which are designed to enhance incentives for mid-to-long-term growth. Yokoyama was appointed as an Outside Director in June 2002. He is independent Hirotaka Takeuchi Member of Nominating Committee, Professor, Harvard Business School Hirotaka Takeuchi taught at the Graduate School of Business Administration at the University of California, Berkeley, Harvard Business School and Hitotsubashi University s School of Commerce before he became the Dean at the Graduate School of International Corporate Strategy in April 1998. He currently serves as Professor at Harvard Business School, a position he assumed in July 2010. Utilizing his profound knowledge relating to corporate strategy, he contributes to management oversight by participating suitably in discussions and deliberations of the Board Meetings and Committees from the standpoint of overall strategy. Takeuchi served as an Outside Auditor of ORIX from June 2000 to June 2003, and was appointed as an Outside Director in June 2004. He is independent from the management engaged in operations, and is registered as an Independent Director as determined by the Tokyo Stock Exchange. Takeshi Sasaki Member of Nominating Committee (Chairperson), Audit Committee, Professor, Gakushuin University, Faculty of Law, Department of Political Studies Outside Director, East Japan Railway Company Outside Director, TOSHIBA Takeshi Sasaki served as an Assistant Professor and Professor at The University of Tokyo, Faculty of Law, and Professor at The University of Tokyo Graduate Schools for Law and Politics before he was appointed President in April 2001. As Chairperson of the Japan Association of National Universities, he was involved as the person in charge of the incorporation of national universities. He has served as a Professor at Gakushuin University, Faculty of Law, Department of Political Studies, since April 2005. With a wealth of experience in university reform, he is knowledgeable in a wide range of issues in politics and society in general that affect the Company s management. As Chairperson of the Nominating Committee, he contributes to management oversight by leading discussions and deliberations on members of the Board of Directors and s suitable for the Company s business operations. Sasaki was appointed an Outside Director in June 2006. He is independent 54
Eiko Tsujiyama Member of Audit Committee (Chairperson), Professor, Faculty of Commerce, Waseda University Dean and Professor, Graduate School of Commerce, Waseda University Outside Auditor, Mitsubishi Outside Auditor, LAWSON, INC. Outside Auditor, NTT DOCOMO, INC. Eiko Tsujiyama served as an Assistant Professor at Ibaraki University, Faculty of Humanities, Assistant Professor and Professor at Musashi University, Faculty of Economics, before being appointed Dean of Musashi University s Faculty of Economics in April 1996. She currently serves as a Professor at Waseda University, Faculty of Commerce and Graduate School of Commerce. In September 2010, she became Dean of the Graduate School of Commerce, Waseda University. She also serves on government and institutional finance and accounting councils both in Japan and overseas. She has extensive knowledge and profound experience as a specialist in accounting. As Chairperson of the Audit Committee, she contributes management oversight by leading discussions on the effectiveness of the Company s internal control system. Tsujiyama was appointed an Outside Director in June 2010. She is independent Robert Feldman Member of Nominating Committee Managing Director, Head of Japan Economic Research Morgan Stanley MUFG Securities Co., Ltd. Robert Feldman served as Economist at the International Monetary Fund, Chief Economist at Solomon Brothers Asia Limited (now Citigroup Global Markets Japan Inc.) and Managing Director, Co-Director of Japan Research and Chief Economist at Morgan Stanley Japan Securities Co., Ltd. (now Morgan Stanley MUFG Securities Co., Ltd.), where he has been serving as Managing Director and Head of Japan Economic Research since December 2007. He has in-depth knowledge and profound experience as an economist of the environment and events in Japan and overseas that effect the corporate business environment. He contributes to management oversight by participating suitably in discussions and deliberations of the Board Meetings and Nominating Committee from a broader perspective. Feldman was appointed an Outside Director in June 2010. He is independent Takeshi Niinami Member of Nominating Committee, President and CEO, LAWSON, INC. Outside Director, ACCESS Co., Ltd. Takeshi Niinami served at Mitsubishi, where he was named Unit Manager of Lawson Business and Mitsubishi s Dining Logistical Planning Team, Consumer Industry Division. In May 2002, he became President and of LAWSON, INC., before assuming the role of President and CEO in 2005. He contributes to management oversight by participating suitably in discussions and deliberations of the Board Meetings and Committees utilizing his management decision-making abilities based on his broad knowledge and experience in corporate management. Niinami was appointed an Outside Director in June 2010. He is independent from the management engaged in operations, and is registered as an Independent Director as determined by the Tokyo Stock Exchange. 55
s Corporate Executive Vice President Corporate Senior Vice President Corporate Senior Vice President Corporate Senior Vice President Shintaro Agata Treasury Headquarters Eiji Mitani Domestic Sales Administrative Headquarters: Head of Kinki Sales Group Kansai Deputy Representative Mitsuo Nishiumi Investment Banking Headquarters Katsutoshi Kadowaki Domestic Sales Administrative Headquarters: Head of District Sales Yuichi Nishigori Investment Banking Headquarters President, ORIX Wholesale Securities Takao Kato Accounting Headquarters President, ORIX Management Information Center Kazutaka Shimoura Risk Management Headquarters Keiji Ito Domestic Sales Administrative Headquarters: Head of Corporate Sales Planning Komei Ikebukuro Legal and Compliance Department Internal Audit Department Hideo Ichida Global Business and Alternative Investment Headquarters Hideto Nishitani Deputy President, ORIX USA 56
s Group Senior Vice President Tetsuo Matsumoto Real Estate Headquarters Deputy President, ORIX Real Estate Group Senior Vice President Katsunobu Kamei President, ORIX Auto Hisayuki Kitayama President, ORIX Asset Management and Loan Services Yoshitaka Fujisawa President, ORIX Computer Systems Masatoshi Kemmochi President, ORIX Credit Toshiyuki Ohto President, ORIX Life Insurance 57