SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE Act of 1934
For the month of February, 2003.
ORIX Corporation
(Translation of Registrant's Name into English)
3-22-8 Shiba, Minato-Ku, Tokyo, JAPAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes No X
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Table of Documents Filed
Page
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1. Press Release entitled, "ORIX Takes Steps to Move Towards
a 'Company with Committees' Governance System," made public
Friday, February 14, 2003.
Item 1
[GRAPHIC OMITTED]
ORIX February 14, 2003
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Corporate Communications
Tel: +81-3-5419-5102
Fax: +81-3-5419-5901
E-mail: orixir@orix.co.jp
URL: www.orix.co.jp
ORIX Takes Steps to Move Towards a "Company with Committees" Governance System
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TOKYO, Japan -- February 14, 2003 - The Board of Directors of ORIX Corporation
(TSE: 8591; NYSE: IX), formally decided today it will propose to shareholders
at the upcoming Annual General Meeting of Shareholders in June that ORIX adopt
a "Company with Committees" system, which will become possible on April 1, 2003
as a result of revisions to the Japanese Commercial Code. Under the new system,
ORIX will establish nominating, compensation and audit committees under the
board of directors, while the present board of corporate auditors will be
abolished.
1. ORIX's Corporate Governance
ORIX has been proactive in strengthening its corporate governance for many
years. For example, we established an "Advisory Board" in June 1997. We also
introduced a "Corporate Executive Officer" system to help separate strategic
decision-making functions from day-to-day administrative operations in 1998,
and listed on the New York Stock Exchange (NYSE) in the same year. In 1999, two
outside directors were added to the board and an "Executive Nomination and
Compensation Committee" was established. ORIX presently has three outside
directors and one outside corporate auditor.
2. Reasons for Adoption and Method of Introduction
In order for ORIX to further strengthen its corporate governance system, ORIX
feels the establishment of a committee-based system will enable a more
effective separation of roles and responsibilities between the decision-making
and monitoring function of the board of directors and the executive function of
our management. Since ORIX is listed on the NYSE, we plan to introduce the
system taking into consideration the requirements of the Sarbanes-Oxley Act.
3. Procedures and Items of Discussion
Details of the new system, including the functions and regulations as well as
the members of the nominating, compensation, and audit committees, will be
decided at a later date and proposed for approval at the upcoming Annual
General Meeting of Shareholders to be held in June 2003.
Details:
(1) The newly established nominating and compensation committees included in
the committee-based system as stipulated under the revised Commercial Code
of Japan will absorb the existing "Executive Nominating and Compensation
Committee," which was established in 1999.
(2) The function and composition of the three committees will be decided after
taking into consideration the necessary measures needed to fulfill the
obligations set forth in the Sarbanes-Oxley Act.
About ORIX
ORIX Corporation (TSE: 8591; NYSE: IX) is a leading financial services company
based in Tokyo, Japan providing innovative value-added products and services to
both corporate and retail customers. With over 6.0 trillion yen in assets and
operations in 23 countries worldwide, ORIX's activities include: leasing,
corporate finance, real estate-related finance and development, insurance,
investment and retail banking, venture capital, and securities investment and
brokerage. For more details of ORIX Corporation, please visit our web site at:
www.orix.co.jp/index_e.htm.
These documents may contain forward-looking statements about expected future
events and financial results that involve risks and uncertainties. Such
statements are based on our current expectations and are subject to
uncertainties and risks that could cause actual results to differ materially
from those described in the forward-looking statements. Factors that could cause
such a difference include, but are not limited to, those described under "Risk
Factors" in the Company's annual report on Form 20-F filed with the United
States Securities and Exchange Commission.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ORIX Corporation
Date: February 17, 2003 By /s/ Shunsuke Takeda
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Shunsuke Takeda
Director
Deputy President and CFO
ORIX Corporation