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Corporate Governance Structure

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MHFG maintains the following corporate governance structure.

Supervision

Board Members and Board of Directors

The main roles of the Board of Directors of MHFG are making decisions on business execution such as basic management policies, which are legally matters to be determined solely by the Board of Directors, and supervising the execution of duties by directors and executive officers. The Board of Directors, in principle, delegate to our President & Executive Officer, who is also the Group CEO, decisions on business execution (excluding matters that are legally required to be determined solely by the Board of Directors), for the purpose of realizing swift and flexible decision–making and expeditious corporate management and strengthening the supervision of directors and executive officers by the Board of Directors.

In light of the role of the Board of Directors to supervise management, the majority of the members of the Board of Directors consist of outside directors and internal directors who do not concurrently serve as persons performing executive roles ("Internal Non–Executive Directors," and together with outside directors, "Non–Executive Directors"). Currently, the Board of Directors consists of a total of 13 directors (six outside directors, two Internal Non–Executive Directors and five directors concurrently serving as executive officers), one of which is a female director.

The chairman of the Board of Directors shall, in principle, be an outside director (or at least a Non–Executive Director) in light of the role of the Board of Directors to supervise management. Ms. Hiroko Ota currently serves as the chairman of the Board of Directors.

Nominating Committee

The Nominating Committee of MHFG determines the contents of proposals regarding the appointment and dismissal of directors of MHFG to be submitted to the general meeting of shareholders and exercises the approval rights held by MHFG with respect to the appointment and dismissal of directors of each of the Core Subsidiaries and exercises the approval rights held by MHFG with respect to the appointment and removal of representative directors and senior directors of the Core Subsidiaries.

The chairman of the Nominating Committee shall be an outside director, and in principle its members shall be appointed from among outside directors (or at least Non–Executive Directors) in order to ensure objectivity and transparency in the appointment of directors. All members of the Nominating Committee, including the chairman, are currently outside directors.

Compensation Committee

The Compensation Committee of MHFG determines the compensation for each individual director and executive officer of MHFG, exercises the approval rights held by MHFG regarding compensation of each individual director of the Core Subsidiaries, and determines the basic policies and compensation system for directors and executive officers of MHFG and the Core Subsidiaries.

The chairman of the Compensation Committee shall be an outside director, and in principle its members shall be appointed from among outside directors (or at least Non–Executive Directors) in order to ensure objectivity and transparency in the compensation of directors. All members of the Compensation Committee, including the chairman, are currently outside directors.

Audit Committee

The Audit Committee of MHFG audits the execution of duties by the directors and executive officers, monitors and inspects the establishment and management of the internal control system of MHFG and its subsidiaries, monitors and inspects the condition of the execution of duties with respect to corporate management of subsidiaries and others by executive officers, prepares audit reports and determines the contents of proposals regarding the appointment, dismissal and non–reappointment of accounting auditors to be submitted to the general meeting of shareholders.

Given that it is necessary for the Audit Committee to gather information through internal directors who are familiar with the financial business and related regulations, share information among the Audit Committee, and to have sufficient coordination with internal control departments, we in principle appoint one or two Internal Non–Executive Directors as full–time members of the Audit Committee. The majority of its members shall be outside directors. Currnetly, among the five members of the Audit Committee, two members are appointed among Internal Non–Executive Directors as full–time members of the Audit Committee and three members are appointed among outside directors.

All members of the Audit Committee shall be independent under the provisions of the United States Securities and Exchange Commission and the rules of the New York Stock Exchange. Further, at least one member of the Audit Committee shall be a "financial expert" as defined under U.S. laws and regulations.

We have established committees and other organizations on a voluntary basis in addition to the above legally–required three committees as set forth below:

Human Resources Review Meeting

We have established the Human Resources Review Meeting that consists of the President & Executive Officer and outside directors who serve as members of the Nominating Committee and Compensation Committee as a deliberative body that mainly conducts the deliberation of proposals to appoint executive officers, as defined in the Companies Act, and executive officers, as defined in our internal regulations, with title of MHFG and executive officers, as defined in our internal regulations, with title of Core Subsidiaries and assessment of executive officers.

Risk Committee

We have established the Risk Committee that in principle fully consists of Non–Executive Directors or external experts as an advisory body that mainly advises the Board of Directors with respect to the supervision of the determination and the implementation relating to risk governance.

External Director Session

We have established the External Director Session that consists of all outside directors and the President & Executive Officer as a forum for free discussions with an aim to deepen outside directors’ understanding of our group and share the top management’s awareness of issues through communication among directors.

Execution of Duties

Executive Officers

Executive officers of MHFG take charge making decisions on business execution delegated by a resolution of the Board of Directors and implementing the business execution of MHFG.

We appoint the Group CEO and, in principle, the most senior staff who controls units that constitute profit units under the control of the Group CEO, group heads who control each group that comprises corporate planning and management units and the Head of Internal Audit Group as executive officers based on the policy that it is necessary to appoint as executive officers people who assume a managing role.

While the President & Executive Officer is responsible for the business operations of MHFG, from the perspective of providing a checks and balances function and ensuring sufficient consideration in connection with decision–making, in principle, determination of delegated matters relating to making decisions on business execution following the transformation into a Company with Committees shall be based on deliberation of the Executive Management Committee (however, excluding matters ensured to be deliberated and discussed under sufficient checks and balances by Non–Executive Directors such as through the Nominating Committee, Compensation Committee and Human Resources Review Meeting).

The Executive Management Committee was established to serve as an advisory body for the President & Executive Officer and discusses important matters concerning the execution of business operations as necessary. 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 the "Basic Policy for Business Continuity Management."

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.

Internal Audit Function and Others

The Internal Audit Committee fulfills an internal audit function under the President & Executive Officer. 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 various companies on the basis of the reports it receives from the major group companies of the results of internal audits and problems and issues that have been investigated by them. Thus, all information on the status of the major group companies' internal audits is held and controlled by MHFG's Internal Audit Division.

The results of both MHFG's and the major 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 Audit Committee audits the legality and appropriateness of the execution of duties by directors and executive officers and executes its duties through effective coordination with the Internal Audit Group, etc., on the premise of the establishment and management of an internal control system of MHFG and its subsidiaries. The members of the Audit Committee who have been authorized to collect reports and investigate business property shall directly execute audits of directors, executive officers and the management level of each department and subsidiary.

In addition, the Audit Committee monitors and inspects that accounting auditors are independent and appropriately conduct audits and receives periodic reports with respect to the status, etc., of audits from and exchanges opinions as necessary with accounting auditors in order to mutually strengthen cooperation.

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

MHFG's Corporate Governance Structure
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(As of Jun 24, 2014)

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