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Corporate Governance Structure

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MHFG maintains the following corporate governance structure.

Board Members and Board of Directors

MHFG's board of directors, which consists of eleven members, determines the management policy and other important matters of MHFG and the Group and monitors the business conduct of directors and executive officers. MHFG’s board of directors has further strengthened its management monitoring function by having three outside directors as its members who are independent from the day–to–day business management.

In addition, a Nomination Committee and a Compensation Committee have been established to advise the board of directors, each consisting of three outside and one in–house (President & CEO of MHFG) members.

Nomination Committee

The Nomination Committee discusses candidates for directors and senior executive officers (including appointments of executive directors and representative directors) of MHFG, MHBK and other group companies (in descriptions of the Nomination Committee and Compensation Committee hereunder, the "Mizuho companies") by taking into consideration results of evaluations from third–party assessment institutions and other factors, and the President & CEO of MHFG reports the results of the discussions to the board of directors of MHFG. The Board of directors of MHFG considers the results of the discussions by the Nomination Committee in determining personnel matters of directors and executive officers to ensure impartiality, transparency and objectivity in matters of personnel decisions affecting directors and executive officers. In addition, the President & CEO of MHFG determines the process of evaluating candidates such as basic policy and appointment standard, etc., in connection with appointments of directors (excluding outside directors) and executive officers for the Mizuho Companies after the Nomination Committee discusses it and provides the results of determination to the Mizuho Companies.

Compensation Committee

The Compensation Committee discusses basic policies in determining compensation and compensation system, etc., for directors and executive officers of the Mizuho companies, and the President & CEO of MHFG reports to the board of directors of MHFG and also notifies the results of discussions to the Mizuho companies. Each of the Mizuho companies considers the results of discussions of the Compensation Committee of MHFG and determines the basic policy, compensation system and other matters in order to secure transparency and objectivity of compensation to directors and executive officers. In addition, the Compensation Committee receives reports from the Mizuho companies as necessary in light of confirming the status of compliance with Japanese and overseas regulations on compensation and provides its opinion to the Mizuho companies.

Corporate Auditors

The Board of Corporate Auditors receives reports on important issues about audit matters, discusses them and makes decisions. Three of the five corporate auditors are outside corporate auditors, and one of the three outside corporate auditors is a financial expert who is a Japanese–qualified certified public accountant.

The Corporate Auditors audit the performance of the directors' duties and review our business performance and financial condition by attending board meetings and other important meetings to receive reports on the business from directors and other corporate officers, inspecting important documents and receiving reports from the Internal Audit Division, subsidiaries and accounting auditors, among others.

Execution of Duties

MHFG introduced the executive officer system in order to separate managerial decision making and its implementation and to clarify levels of authority and responsibility.

In respect of the execution of duties, the CEO is responsible for the general execution of the business operations of MHFG. The Executive Management Committee was established to serve as an advisory body for the CEO and discusses important matters concerning the execution of business operations as necessary, such as determining matters necessary to be resolved at board meetings. The following business policy committees and group strategy conferences have been established to comprehensively discuss and coordinate cross–sectional issues and important matters in terms of group business strategy. The business policy committees meetings and group strategy conferences are held as necessary.

Business Policy Committees
Portfolio Management Committee Discusses, coordinates and monitors basic portfolio policies and their implementation.
ALM & Market Risk Management Committee Discusses, coordinates and measures performance of basic ALM policies, risk planning, fund procurement and investment, and market risk control.
Compliance Committee With the participation of external experts (one lawyer and one certified public accountant) as special members, discusses and coordinates legal compliance oversight, and matters related to the handling of accidents.
Anti–social Elements Elimination Committee Discusses and coordinates matters related to addressing anti–social elements.
Information Security Management Committee Discusses and coordinates the promotion of policies on information management, risk management pertaining to information security, compliance with the Law Concerning the Protection of Personal Information, and rules and regulations concerning information management.
Disclosure Committee Discusses, coordinates and measures performance of basic disclosure policies and controls.
CSR Committee Discusses and coordinates matters concerning the status of CSR related initiatives, key matters to be addressed, action plans and CSR reports.
Financing Facilitation Management Committee Discusses and coordinates basic financing facilitation management policies and matters concerning the promotion of financing facilitation management related initiatives.
IT Strategy Promotion Committee Discusses and coordinates basic policies on IT strategies, IT–related investment plans and their operational policies, unification of IT and computer systems within the group, individual IT investment policies, management of computer systems projects and individual computer systems–related matters and information technology risk management, and evaluates investment results of IT–related investments.
Customer Protection Management Committee Discusses and coordinates basic policies on customer protection and other management and progress, etc., of various measures in connection with customer protection and other management.
Group Strategy Conferences
Group Retail Strategy Conferences Discusses and coordinates matters concerning performance evaluation, such as basic strategies, important individual strategies and initiatives, business plans and revenue plans as well as following up on such strategies, initiatives and plans and management resource allocation regarding Personal Banking Unit, Retail Banking Unit and Transaction Unit (Retail Business).
Group Wholesale Strategy Conference Discusses and coordinates matters concerning performance evaluation, such as basic strategies, important individual strategies and initiatives, business plans and revenue plans as well as following up on such strategies, initiatives and plans and management resource allocation regarding Corporate Banking Unit (Large Corporation), Corporate Banking Unit, Financial Institutions and Public Sector Business Unit, Investment Banking Unit and Transaction Unit (Wholesale Business).
Group International Strategy Conference Discusses and coordinates matters concerning performance evaluation, such as basic strategies, important individual strategies and initiatives, business plans and revenue plans as well as following up on such strategies, initiatives and plans and management resource allocation regarding International Banking Unit.
Group Asset Management Strategy Conference Discusses and coordinates matters concerning performance evaluation, such as basic strategies, important individual strategies and initiatives, business plans and revenue plans as well as following up on such strategies, initiatives and plans and management resource allocation regarding Asset Management Unit.
Group Markets Strategy Conference Discusses and coordinates matters concerning performance evaluation, such as basic strategies, important individual strategies and initiatives, business plans and revenue plans as well as following up on such strategies, initiatives and plans and management resource allocation regarding Markets Unit.

Three other committees have been established separately from the Business Policy Committees and group strategy conferences to deal with specific issues. These committees discuss, disseminate information and promote policies concerning operations under their jurisdiction as necessary.

Business Continuity Management Committee Discusses, disseminates information and promotes basic Business Continuity Management policies.
Human Rights Awareness and Promotion Committee Discusses, disseminates information and promotes policies concerning human rights initiatives.
Committee to Encourage Employment of People with Disabilities Discusses, disseminates information and promotes policies concerning the employment of handicapped people and securing their role in the workplace.

The functions of the Social Contribution Committee and the Environmental Issue Committee established previously were taken over by the CSR Committee to enhance the CSR promotion structure across banking, trust banking and securities subsidiaries.

Internal Audit Function and Others

The Internal Audit Committee fulfills an internal audit function under the President & CEO. The committee discusses and determines important matters concerning internal audit on the basis of the basic policy determined by the board and reports all decisions made by the committee to the board.

To ensure independence of the internal audit function from the audited sections, we separate the Internal Audit Group from the groups which it audits and establish it as an independent group in its own right under the control of the Internal Audit Committee. External experts in their field (consisting at present of one lawyer and one CPA) are also on the Internal Audit Committee to strengthen the specialist nature and impartiality of the committee.

The internal audit infrastructure MHFG has established is as follows: MHFG has set up an Internal Audit Division to carry out internal audits based on the basic audit policies and the internal audit regulations determined by the board of directors. It also checks the internal control structure of the core group companies* on the basis of the reports it receives from them of the results of internal audits and problems and issues that have been investigated by them. Thus, all information on the status of the core group companies' internal audits is held and controlled by MHFG's Internal Audit Division.

The results of both MHFG's and the core group companies' internal audits are reported to the Internal Audit Committee on a regular basis and at other times as necessary by the head of the Internal Audit Group who is the director with responsibility for internal audits.

The Internal Audit Division, Corporate Auditors and the accounting auditors exchange opinions and information on a regular basis and as necessary to strengthen cooperation so as to enhance effectiveness and efficiency of the overall audit function.

*Core group companies:
MHBK, MHTB, MHSC, TCSB, MHAM, DIAM, MHRI, MHIR, MHFS, MHPW

MHFG's Corporate Governance Structure
Image: MHFG's Corporate Governance Structure

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One MIZUHO New Frontier Plan

Business Outline

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Corporate History

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Group Companies

Mizuho's Brand Strategy

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