Business Context and Reporting Period
Company: ORIX Corporation (ORIX Group)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Date: January 16, 2026
Subject: English translation of the Corporate Governance Report publicly disclosed with the Tokyo Stock Exchange.
Business Overview: ORIX is a diversified financial group listed on the Prime Market of the Tokyo Stock Exchange and the NYSE (Ticker: IX). The group operates over 300 consolidated subsidiaries globally, with a focus on finance, operations, and investments. The report details the company's adherence to the Corporate Governance Code, board structure, and sustainability initiatives.
Key Financial and Operational Metrics
Note: This filing is a Corporate Governance Report and does not contain audited financial statements for the current period. The following metrics are provided for context or as historical data points within the governance framework.
- Revenue: Total consolidated revenue for the last fiscal year end was over 1 trillion yen.
- Employees: Over 1,000 consolidated employees (specific to the 9 Group Companies in Japan: 10,155 as of March 31, 2025).
- Shareholding Structure: Foreign shareholding ratio is over 30%. As of March 31, 2025, "overseas and other" shareholders held 45.3% of shares.
- Executive Compensation (FY25.3):
- Fixed compensation for 6 outside directors: ¥110 million total.
- Fixed compensation for 27 executive officers: ¥676 million total.
- Performance-linked compensation for 27 executive officers: ¥653 million total.
- Share-based compensation for 27 executive officers: ¥935 million total.
- Board Composition (as of Jan 1, 2026): 10 Directors total (6 Outside/Independent, 4 Internal). 30% female representation on the Board.
Material Changes and Governance Updates
- Leadership Transition: Hidetake Takahashi was appointed Group CEO effective January 1, 2026 (previously Group COO).
- Board Changes:
- New Outside Directors appointed in June 2025: Mami Yunoki and Miwa Seki.
- Departures: Michael Cusumano and Sakie Akiyama stepped down in June 2025; Yasuaki Mikami resigned in December 2025.
- Subsidiary Status: All shares of ORIX Asset Management & Loan Services Corporation (RISA RT Asset Management & Loan Services) were sold as of July 1, 2025.
- Board Effectiveness: The Board concluded it is functioning effectively based on FY25.3 evaluations, with over 90% of responses rating the Board as "effective or appropriate."
Guidance, Outlook, and Strategic Initiatives
Strategic Focus: Management is focused on enhancing corporate value with a specific emphasis on capital costs, aiming for sustained growth in Return on Equity (ROE) and Earnings Per Share (EPS).
- ROE Targets: The company has set ROE targets for the fiscal year ending March 2028 across three portfolio categories: Finance, Operation, and Investments.
- Capital Allocation: ORIX utilizes dashboards to visualize growth potential and capital profitability, considering measures to reduce capital burden by scaling down or selling low-profitability assets.
- Diversity Goals: A key ESG goal is for female employees to account for over 30% of management positions at ORIX Group by the end of the fiscal year ending March 31, 2030. As of March 31, 2025, the ratio was 33.2% (ORIX Corp non-consolidated) and 28.8% (9 Group Companies in Japan).
- Investor Relations: Top management and outside directors engage in quarterly dialogue with key shareholders. The company discloses quarterly results in both Japanese and English.
Investor Verification Checklist
- Verify ROE Progress: Confirm the actual ROE performance against the newly disclosed targets for the "Finance, Operation, and Investments" categories for FY28.3.
- Review Compensation Clawback Policy: Note the existence of a clawback policy for performance-linked compensation in the event of accounting restatements due to material noncompliance.
- Monitor Board Independence: Verify that the 6 outside directors continue to meet the strict independence criteria, particularly regarding the "principal trading partner" definition (transactions >2% of sales or $1 million).
- Check Subsidiary Governance: Review the governance structure of the publicly traded subsidiary, Ubiteq Inc., where 4 of 6 directors are ORIX employees, to ensure minority shareholder protections remain effective.
- Assess Diversity Metrics: Track the progress toward the 30% female management target by FY2030, noting the current baseline of 28.8% for the 9 Group Companies in Japan.