LAWS AND REGULATIONS
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The trademarks, logos and service marks (“Marks”) displayed on the web site are the property of ORIX Corporation, ORIX USA Corporation and other parties. Users are prohibited from using any Marks for any purpose including but not limited to use as metatags on other pages or sites on the web site without the written permission of ORIX Corporation, ORIX USA Corporation or such third party that may own the Marks. All information and content, including any software programs available on or through the web site (“Content”), is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the web site for commercial or public purposes.
LINKED INTERNET SITES
Links to third-party web sites on ORIX USA’s site are provided solely as a convenience to you. If you use these links, you will leave ORIX USA’s web site. ORIX USA has not reviewed, does not control and is not responsible for any of these sites or their content, products or services. ORIX USA does not endorse or make any representations about these sites, or any information, products, services or other materials found there. If you decide to access any of the third party web sites linked to ORIX USA’s web site, you do so entirely at your own risk and ORIX USA SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM YOUR USE OF LINKED SITES.
ORIX USA prohibits caching, unauthorized hypertext links to the web site and the framing of any Content available through the web site. ORIX USA reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for any Content available on any other Internet sites linked to the web site.
NO WARRANTIES; LIMITATION OF LIABILITY
ALL CONTENT, PRODUCTS AND SERVICES ON THE WEB SITE ARE PROVIDED TO YOU ON AN “AS IS” BASIS. ORIX USA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. NO ADVICE OR INFORMATION GIVEN BY ORIX USA OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. ORIX USA DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE WEB SITE BY ANY PARTY OTHER THAN ORIX USA.
IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEB SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE OR OTHER CONTENT.
THE INFORMATION, SOFTWARE, PRODUCTS AND DESCRIPTIONS OF SERVICES PUBLISHED ON THE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ORIX USA SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. ORIX USA DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE WEB SITE IS COMPLETE OR UP-TO-DATE. ORIX USA IS UNDER NO OBLIGATION TO UPDATE ANY CONTENT ON THE WEB SITE. ORIX USA MAY CHANGE THE CONTENT ON THE WEB SITE AT ANY TIME WITHOUT NOTICE.
ORIX USA, ITS AFFILIATES AND ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEB SITE, OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE, EVEN IF ORIX USA IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g. INABILITY TO ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. ORIX USA CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEB SITE.
CONFIDENTIALITY OF USER COMMUNICATIONS
NO INVESTMENT ADVICE OR OFFERS
Nothing in the web site constitutes investment advice, including ORIX Corporation’s (ORIX USA’s parent) filings with the Securities and Exchange Commission. ORIX USA provides investor relations materials for convenience and information only. In addition, investor relations’ materials and other web site content are not offers to sell or solicitation of an offer to buy any security.
FORWARD LOOKING INFORMATION
Information on this web site may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “aim,” “will,” or similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither ORIX USA nor ORIX Corporation undertakes any obligation to update publicly or revise any forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements are described in ORIX Corporation’s periodic reports, including the Annual Report on Form 20-F filed with the Securities and Exchange Commission and the Annual Report to Shareholders. Please click here to view such factors contained in ORIX Corporation’s latest Annual Report to Shareholders.
All press releases and other materials presented or released to the financial and investing community that are contained on the web site were, to the best of ORIX USA’s knowledge, timely and accurate when issued. However, the passage of time can render information stale, and you should not rely on the continued accuracy of any such material beyond the date of issuance. Neither ORIX USA nor ORIX Corporation has any responsibility to update any information contained in any such material. All viewers should carefully check the dates of issuance of the material contained in the web site.
CHANGES TO RULES AND REGULATIONS
ORIX USA reserves the right to revise these Rules and Regulations at any time and users are deemed to have been apprised of and bound by any changes to these Rules and Regulations.
VIOLATIONS OF RULES AND REGULATIONS
ORIX USA reserves the right to seek all remedies available at law and in equity for violations of these Rules and Regulations, including the right to block access from a particular Internet address to the web site.
ACCESS TO PASSWORD PROTECTED/SECURE AREAS
Access to and use of password protected and/or secure areas of the web site are restricted to authorized users only. Unauthorized individuals attempting to access these areas of the web site may be subject to prosecution.
USE OF “COOKIE” FILE FEATURES
DIGITAL MILLENNIUM COPYRIGHT ACT – NOTIFICATION TO ORIX USA REGARDING ALLEGED COPYRIGHT INFRINGEMENT
ORIX USA has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”) and avails itself of the protections under the Act. ORIX USA reserves the right to remove any Content on the web site that allegedly infringes another person’s copyright. Notices to ORIX USA regarding any alleged copyright infringement on the web site should be directed to ORIX USA’s Legal Department.
Users of this web site agree to submit to the laws of the State of New York, USA and applicable federal law without regard to conflicts of laws principles.
Ethics and Anti-Corruption Policy
As reflected in our Code of Ethics and Anti-Corruption Policy, ORIX USA Corporation and its Subsidiaries (“ORIX”) are committed to the highest ethical standards and to acting professionally and with integrity in its business dealings and relationships. ORIX has zero tolerance for bribery and corruption. It is ORIX’s policy to conduct business fairly, ethically, and in compliance with applicable laws, regulations, and other government requirements. ORIX requires not only the avoidance of misconduct, but also the avoidance of acts or omissions that give the appearance of misconduct.
One of the guiding principles of our Anti-Corruption Policy is complying with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or the U.K. Bribery Act 2010, as amended (“Bribery Act”). The Anti-Corruption Policy is applicable to all ORIX officers, directors, employees and all of its subsidiaries and affiliated companies and ORIX’s agents, distributors, consultants, joint venture partners, and any other third parties acting on ORIX’s behalf.
ORIX’s Code of Ethics provides a guide to the legal and ethical standards observed by ORIX. ORIX’s Code of Ethics incorporates a gifts or special treatment policy that prohibits employees from giving (or receiving) any gift or entertainment that could influence the decision-making of the person receiving the gift or entertainment. The Anti-Corruption Policy supplements ORIX’s Code of Ethics.
The Code of Ethics and ORIX’s Anti-Corruption Policy are available at [LINK].
Purpose of the Anti-Corruption Policy
The Anti-Corruption Policy outlines acceptable and non-acceptable behaviors to ensure compliance with anti-corruption laws, such as the FCPA and Bribery Act. This includes compliance with all laws, domestic and foreign, prohibiting improper payments, gifts, or inducements of any kind to and received from any person, including, officials in the private or public sector, customers, and suppliers.
- Bribes of any kind are strictly prohibited. Examples of a bribe include: (a) offering tickets to a major sporting event in exchange for doing business with ORIX; and (b) a supplier gives an ORIX employee’s nephew a job in return for the employee’s influence to ensure that ORIX continues to do business with the supplier.
- Facilitation payments are prohibited. A facilitation payment is a small payment made to secure or speed up routine actions, usually by public officials, such as issuing permits, providing services, or releasing goods held in customs.
Expenses should never be hidden or purposefully misclassified. Anti-corruption laws, such as the FCPA, require detailed and accurate accounting records for transactions, including, cash and bank accounts. Reporting of expenditures in any way that would conceal their true nature constitutes a violation of the FCPA’s accounting standards.
Any violation of ORIX’s Anti-Corruption Policy will be regarded as a serious matter by ORIX and may result in disciplinary action, including termination of employment. In addition, violations of anti-corruption laws could result in significant criminal and/or civil penalties for both ORIX and the individuals responsible for the violation.
How To Raise a Concern
- Any questions regarding ORIX’s Anti-Corruption Policy should be addressed to an attorney in ORIX’s Legal Department.
- Any approach from a person, company, or government agency that you suspect may be a request for a bribe or facilitation payment, or aimed at soliciting or offering personal payments or favors, should be reported to ORIX’s General Counsel as soon as practicable.
- Any breach of ORIX’s Anti-Corruption Policy that has occurred, or is suspected or threatened to occur, should be reported to ORIX’s General Counsel as soon as practicable.
ORIX UK Tax Strategy
ORIX Corporation is a Japanese financial services group which provides leasing, lending, rentals, life insurance, real estate financing and development, venture capital, investment and retail banking, commodities funds and securities brokering services to its clients. ORIX Global Capital (‘OGC’), Ltd, ORIX Finance Limited (‘OFL’) and FRAM International Ltd (‘FRAM’) are wholly-owned UK subsidiaries of the group and provide capital support, management and treasury services, in addition to holding investments. OGC is directly owned by ORIX Corporation, and OFL and FRAM are indirectly owned by ORIX Corporation through ORIX USA Corporation (‘OUC’).
Below, we set out our UK tax strategy for OGC, OFL and FRAM. Our UK tax strategy is in line with the OUC business values of: pursuing excellence, seizing opportunities, living honourably, creating value and thriving together – as set out in our internal Code of Ethics.
Based on an understanding of the needs of our stakeholders and in line with the OUC Code of Ethics, the Board has established the following fundamental principles for the management of UK taxes.
Compliance and Tax Risk Appetite
It is our policy to conduct business, including tax affairs, fairly, ethically, and in compliance with applicable laws, regulations, and other government requirements.
Compliance with the tax law for us means paying the right amount of tax in the right place at the right time and involves disclosing all relevant facts and circumstances to the tax authorities (including HMRC), when requested.
We have a low tax risk appetite and this tone is set by ORIX Corporation and is applied across the global group.
Tax Risk Management
Given the complexity of our business and the financial instruments we work with, issues related to the interpretation of tax law and the nature of our compliance will inevitably arise from time to time.
The Chief Financial Officer, supported by the finance and tax teams, has overall responsibility for the UK tax affairs of OGC, OFL and FRAM. We proactively seek to identify, evaluate, manage and monitor tax risks to ensure they remain in line with the group’s risk appetite.
We have internal controls in place to reduce the level of tax risk. The Internal Audit Department carries out a review and reports on a periodic basis to the Audit Committee.
Where there is significant uncertainty or complexity in relation to a tax risk, external advice will be sought in a timely manner.
In structuring our commercial activities we will consider – among other factors – the tax laws of the countries within which we operate with a view to maximising value on a sustainable basis for our shareholders.
In line with our management philosophy, we comply with the letter and intention of tax legislation where that is understood. While we will claim tax relief and incentives where we qualify for such claims so as to reduce our tax bill, we do not undertake tax planning that is contrived or artificial.
We conduct transactions between group companies on an arm’s-length basis and in accordance with current OECD principles.
Tax Authority Relationships
In line with our Code of Ethics, we are committed to acting professionally and with integrity in our dealings and relationships with tax authorities, including HMRC.
OGC, OFL and FRAM do not currently have a Customer Relationship Manager (‘CRM’) allocated by HMRC. As such, the relationship is largely limited to fulfilling all of our UK tax compliance obligations within the relevant deadlines. We believe it is important to maintain an open and constructive relationship with HMRC and apply this collaborative approach in all of our dealings with HMRC.
This tax strategy statement has been approved by the Chief Financial Officer.
The publication of this UK tax strategy statement is regarded as satisfying the statutory obligation under Part 2 of Schedule 19 of the 2016 Finance Act.