Notice of the 60th Annual General Meeting of Shareholders
Contents
Convocation Notice | |
Notice of the 60th Annual General Meeting of | Page 2 |
Shareholders | |
Reference Documents for the General | |
Meeting of Shareholders | |
Page 3 | |
Proposal 1: Election of Eleven (11) Directors | |
<Shareholder Proposal> | Page 19 |
Proposal 2: Dismissal of a Director | |
Business Report for the 60th Fiscal Year | |
(From April 1, 2022 to March 31, 2023) | |
1. Management's Basic Policy | Page 20 |
2. Current State of the Company | Page 22 |
3. Stock Information | Page 40 |
Basic Policy on Corporate Governance | Page 42 |
Internal Control System of ORIX | Page 43 |
4. Directors and Executive Officers | Page 44 |
Consolidated Financial Statements
Consolidated Balance Sheet (U.S. GAAP) | Page 52 |
Consolidated Statement of Income (U.S. GAAP) | Page 54 |
Independent Auditor's Report | |
Audit Report by the Accounting Auditors with | Page 55 |
Respect to the Consolidated Financial Statements | |
Audit Committee's Report | Page 58 |
June 2, 2023
ORIX CORPORATION
This document is a translation of the Japanese language original prepared solely for reference purposes only (certain portions of the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail. ORIX Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
- 1 -
Securities Code: NYSE: IX TSE: 8591 June 2, 2023
(Starting date of measures for provision in electronic format: May 25, 2023)
To Our Shareholders:
Makoto Inoue Director,
Representative Executive Officer, President
ORIX CORPORATION
2-4-1,Hamamatsu-cho
Minato-ku, Tokyo, Japan
ORIX CORPORATION
Notice of the 60th Annual General Meeting of Shareholders
We cordially would like to inform you that the 60th Annual General Meeting of Shareholders of ORIX CORPORATION (the "Company") to be held as set forth below.
When giving notice of the Annual General Meeting of Shareholders, information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. (items provided in electronic format) is provided in electronic format on the internet via the Company website as "Notice of the 60th Annual General Meeting of Shareholders." Please navigate to the Company website below to check this information.
[Company website]
https://www.orix.co.jp/grp/company/ir/library/shareholder_meeting/ (Japanese) https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/ (English)
In addition to being uploaded to the above-mentioned website, the items provided in electronic format have been made available on the website of the Tokyo Stock Exchange (TSE). Please navigate to the TSE's website below ("Tokyo Stock Exchange Listed Company Search"), enter the stock (company) name or code to search, then select "Basic information," followed by "Documents for public inspection/ PR information."
[TSE website ("Tokyo Stock Exchange Listed Company Search")] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (English)
Details
1. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. (JST)
2. Place: | Hiten, Grand Prince Hotel New Takanawa |
3-13-1, Takanawa, Minato-ku, Tokyo, Japan | |
*Please be informed that presents will not be provided on the day of the General Meeting of | |
Shareholders. |
3. Agenda of the Meeting: Matters to be reported:
- The business report and the consolidated financial statements for the 60th fiscal year (from April 1, 2022 to March 31, 2023), as well as the audit reports of the public accounting firm and the Audit Committee for consolidated financial statements
- Financial statements for the 60th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved: | |
Proposal 1. | Election of Eleven (11) Directors |
Proposal 2. | Dismissal of a Director |
The Board of Directors oppose this proposal. For more information, please refer to page 19. |
- We will post the Notice of Resolution at the 60th Annual General Meeting of Shareholders on the following Company's website. The Company's website: https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Eleven (11) Directors
The terms of office of all 11 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Consequently, the shareholders are requested to elect 11 Directors based on the decision by the Nominating Committee.
The Nominating Committee has appointed candidates for Directors of such mix that ensures the Board of Directors will have a balance and diversity of knowledge, experience and capability as a whole. In particular, when appointing the candidates for Outside Directors, the Nominating Committee has appointed candidates determined to be able to appropriately perform the duties of Outside Director such as making proposals for important matters in the Company's management and overseeing corporate management. The Company determines that the candidates for Outside Directors possess sufficient independence as they meet the 'Requirements for Independent Directors' established by the Nominating Committee and the requirements for independent director prescribed by the Tokyo Stock Exchange, Inc. in Japan.
[Relevant composition ratios of the Board of Directors if this proposal is approved]
Composition ratio of Outside Directors | Composition ratio of female Directors | |
54.5% | 18.1% | |
(6/11 persons) | (2/11 persons) | |
Candidates for the 11 Director positions are as follows: |
- 3 -
No.
Name
Current Position and Responsibilities at the Company
Committee the candidate is scheduled to join | |||
Term of | (◎ to serve as committee chairman) | ||
Office | |||
Nominating | Audit | Compensation | |
Committee | Committee | Committee | |
Member of the Board of Directors, | ||||||||||||||
1 | Makoto Inoue | Representative Executive Officer | ||||||||||||
Renominated | 13 years | |||||||||||||
President and Chief Executive Officer | ||||||||||||||
Responsible for Group Strategy Business Unit | ||||||||||||||
2 | Shuji Irie | Member of the Board of Directors | ||||||||||||
Renominated | Senior Managing Executive Officer | 5 years | ||||||||||||
Head of Investment and Operation Headquarters | ||||||||||||||
Member of the Board of Directors | ||||||||||||||
3 | Satoru Matsuzaki | Senior Managing Executive Officer | ||||||||||||
Renominated | Head of Corporate Business Headquarters | 4 years | ||||||||||||
Chairman, ORIX Auto Corporation | ||||||||||||||
Chairman, ORIX Rentec Corporation | ||||||||||||||
Member of the Board of Directors | ||||||||||||||
4 | Renominated | Stan Koyanagi | Senior Managing Executive Officer | 6 years | ||||||||||
Global General Counsel | ||||||||||||||
Responsible for Legal Function Unit | ||||||||||||||
Senior Managing Executive Officer | ||||||||||||||
5 | Newly | Yasuaki Mikami | ||||||||||||
Responsible for Corporate Function Unit | - | |||||||||||||
nominated | ||||||||||||||
Responsible for Work Style Reform Project | ||||||||||||||
6 | Michael Cusumano | Member of the Board of Directors | 〇 | |||||||||||
Renominated | Outside | Independent | 4 years | |||||||||||
Compensation Committee | ||||||||||||||
7 | Sakie Akiyama | Member of the Board of Directors | ◎ | |||||||||||
Renominated | Outside | Independent | 4 years | |||||||||||
Nominating Committee (Chairperson) | ||||||||||||||
8 | Hiroshi Watanabe | Member of the Board of Directors | 〇 | ◎ | ||||||||||
Renominated | Compensation Committee (Chairperson) | Outside | Independent | 3 years | ||||||||||
Nominating Committee | ||||||||||||||
9 | Aiko Sekine | Member of the Board of Directors | 〇 | ◎ | ||||||||||
Renominated | Audit Committee (Chairperson) | Outside | Independent | 3 years | ||||||||||
Nominating Committee | ||||||||||||||
10 | Chikatomo Hodo | Member of the Board of Directors | 〇 | 〇 | ||||||||||
Renominated | Compensation Committee | Outside | Independent | 2 years | ||||||||||
Audit Committee | ||||||||||||||
11 | Noriyuki Yanagawa | Member of the Board of Directors | 〇 | |||||||||||
Renominated | Outside | Independent | 1 year | |||||||||||
Audit Committee | ||||||||||||||
Nomination Criteria for Director Candidates | ||||||||||||||
Internal Director | Outside Director |
- An individual with a high degree of expertise in ORIX's ・ An individual with a wealth of experience as a business
business | administrator |
- An individual with excellent business judgment and business ・ An individual with professional knowledge related to corporate
administration skills | management in fields such as economics, business |
administration, law and accounting | |
・ An individual with extensive knowledge related to corporate | |
management in areas such as politics, society, culture and | |
academics | |
- 4 -
Main skills and experience, etc. of candidates for Member of the Board of Directors | ||||||
No. | Name | |||||
Corporate | Global Business | Finance | Business | Business | ||
Management | Investment | Knowledge | ||||
1 | Makoto Inoue | ● | ● | ● | ● | |||
Renominated | ||||||||
2 | Shuji Irie | ● | ● | ● | ● | |||
Renominated | ||||||||
3 | Satoru Matsuzaki | ● | ● | ● | ● | |||
Renominated | ||||||||
4 | Stan Koyanagi | ● | ● | ● | ||||
Renominated | ||||||||
Enterprise Risk | ||||||||
Management, Legal | ||||||||
● | ● | ● | ● | |||||
5 | Newly | Yasuaki Mikami | ||||||
nominated | ||||||||
6 | Michael Cusumano | ● | ||||||
Renominated | ||||||||
IT technology | ||||||||
7 | Sakie Akiyama | ● | ● | ● | ||||
Renominated | ||||||||
Technology | ||||||||
8 | Hiroshi Watanabe | ● | ● | ● | ● | |||
Renominated | ||||||||
International | ||||||||
finance, Tax affairs | ||||||||
9 | Aiko Sekine | ● | ||||||
Renominated | ||||||||
International | ||||||||
accounting | ||||||||
10 | Chikatomo Hodo | ● | ● | ● | ||||
Renominated | ||||||||
IT technology | ||||||||
11 | Noriyuki Yanagawa | ● | ● | |||||
Renominated | ||||||||
Economics and | ||||||||
financial policies | ||||||||
Concept of Main skills and experience, etc. of candidates for Member of the Board of Directors
This represents each persons' skills and experience particularly expected of Directors that supervise ORIX's multifaceted business activities. This table does not represent all of the knowledge and experience of each person, but indicates skills and experience that are considered significant.
・"Corporate Management" in order to understand changes in the business environment, and create and implement appropriate growth strategies
・"Global Business," which is necessary for ORIX as it develops business globally
・"Finance" and "Business Investment" in order to deeply understand ORIX's wide range of businesses
・"Business Knowledge," such as "tax affairs, accounting," "ERM, legal" and "IT technology," which is the basis of decision-making on important management matters
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
ORIX Corporation published this content on 22 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 June 2023 04:58:03 UTC.