Head on this page.

Corporate Governance Structure

Print this page

MHFG has adopted a Company with Three Committees in order to realize the basic policy regarding its corporate governance system.

Overview of MHFG's corporate governance structure is shown below.

MHFG establishes "Corporate Governance Guidelines," which set out the fundamental perspectives regarding corporate governance in Mizuho, and the framework of the corporate governance system and the roles, composition, and operation policies of the Board of Directors, executive officers, Nominating Committee, Compensation Committee, and Audit Committee in MHFG as a Company with Three Committees.

MHFG's Corporate Governance Structure
Image

Supervision

Image

The Board of Directors and Directors

Role of the Board of Directors and Directors

Role of the Board of Directors
  • The main roles of the Board of Directors are making decisions on business execution such as that basic management policy, which are matters to be determined solely by the Board of Directors under laws and regulations, and supervising the execution of duties by directors and executive officers.
  • The Board of Directors shall, in principle, delegate to the President and Executive Officer, who is the Group CEO, decisions on business execution excluding matters to be determined solely by the Board of Directors under laws and regulations, for the purpose of realizing quick and flexible decision–making and expeditious corporate management and strengthening the supervision of executive officers, etc. by the Board of Directors.
Role of Directors
  • Each director shall supervise decision–making by the Board of Directors and the execution of duties by other directors and executive officers and execute the duties of the Committees by receiving reports and explanations from the Group CEO and other executive officers or other directors, etc. and asking questions or giving instructions or directions whenever necessary as members of the Board of Directors or appointed members of Committees.
  • In addition to taking charge of the duties above as directors, it is expected that outside directors will conduct deliberations and make decisions in the course of making decisions on business execution such as basic management policy and supervising directors and executive officers particularly from the perspective of whether it is possible to realize continuous growth and social contributions by Mizuho from the standpoint of shareholders and other outside stakeholders.
    To enable outside directors to fully fulfill their roles, MHFG shall provide outside directors on a tailor–made basis with opportunities with which they can acquire necessary knowledge with respect to matters such as the business, financial affairs, and organizations of Mizuho, upon and continuously after their appointment as directors.

(Related Principle of Corporate Governance Code)

General Principle 4, Principle 4.1, Supplementary Principles 4.1.1, Principle 4.2, Principle 4.6, Principle 4.7

Composition of the Board of Directors

  • The Board of Directors shall not have more than fifteen (15) directors, which is the number of directors prescribed under the Articles of Incorporation. In light of the role of the Board of Directors to supervise the management, non–executive directors (outside directors and internal directors who do not concurrently serve as executive officers, managing directors, employees, or executive directors of MHFG or any subsidiary of MHFG) shall comprise a majority of the directors in the Board of Directors, while at least six (6) directors shall be outside directors (to fulfill the "Independence Standards of Outside Directors (PDF/397KB)PDF").
Composition of the Board of Directors (as of June 24, 2016)
Number of the board members 13
Percentage of Non–Executive Directors 62% (8 out of 13)
Percentage of Outside Directors 46% (6 out of 13)
Chairman Hiroko Ota (Outside Director)

(Related Principle of Corporate Governance Code)

Principle 4.6, Principle 4.8

Appointment of Directors

  • MHFG adopts a Company with Three Committees structure, therefore 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.
  • In the course of appointing directors who concurrently serve as executive officers, candidates to be appointed as directors are personnel who satisfy matters such as the appointment policy set out by the Nominating Committee and executive officers such as the Group CEO and others who have been delegated the duties (CFO, CRO, CCO, CSO, etc.) to carry out checks and balances with respect to the management.
    • *CFO : Chief Financial Officer
      CRO : Chief Risk Officer
      CCO : Chief Compliance Officer
      CSO : Chief Strategy Officer
  • Each candidate to be appointed as an outside director must satisfy the following in order to fully exert his or her supervisory function.
    1. The candidate has deep insight and knowledge and extensive experience in areas such as corporate management, risk management, compliance with laws and regulations, crisis management, financial accounting, internal control, macroeconomic policy (including finance and industry), organizational and cultural reform, or global management.
    2. The candidate has the ability to get an overview and understanding of the overall management of Mizuho, the ability to grasp essential issues and risks, and the ability to appropriately interview management and express opinions to and persuade management, etc.
    3. It is recognized that the candidate is independent from management of Mizuho light of the Independence Standards of Outside Directors (PDF/397KB)PDF.
  • With regard to the status of concurrent offices of directors, MHFG provides such information on reference materials of the "convocation notice of the ordinary general meeting of shareholders" and securities report, etc.

(Related Principle of Corporate Governance Code)

Principle 3.1 iv), Principle 4.9, Principle 4.11, Supplementary Principles 4.11.1, Supplementary Principles 4.11.2

Director Training

  • In order to fulfill their roles in the monitoring and advising functions of the Board of Directors, our directors proactively gather information and take efforts to be informed of the management environment and the state of business surrounding our Group. We provide our directors on a continuing basis with "opportunities to acquire and improve knowledge" that is necessary to fulfill their expected roles and duties.
Key examples
  • 1."Opportunities to improve and acquire knowledge" for all directors
    • Help directors to comprehensively understand Mizuho's management as a whole through various reports at the Board of Directors meetings such as "management status reports"
    • Annual scheduled training sessions (for directors and executive officers, etc. of our group) regarding "Compliance and Customer Protection" and "Human Rights Awareness" by external instructors
    • If necessary in executing duties, opportunities are to be offered to receive separate explanations from executive officers in charge, etc., as well as advice from and training by external specialists and authorities (at the company's expense)
  • 2."Opportunities to improve and acquire knowledge" for outside directors
  • At the time of appointment
    • "Intensive explanations at the time of appointment" will be conducted individually for each newly appointed external director
      – Explanations from executive officers in charge, the Deputy Chairman of the Board of Directors and the General Manager of the Corporate Secretariat on corporate identity, business, strategy, medium–term business plan, annual business plan, organizational structure and authorities, finance, risk and compliance management, human resources, IT systems and operation, internal audits and governance system, etc.
  • Post–appointment (Shown below are examples conducted for the fiscal year ended March 31, 2016)
    • Visits to the domestic and overseas branches, offices and information system centers of the core subsidiaries (MHBK, MHTB and MHSC)
      – Help outside directors to obtain a deeper understanding through on–site observations and exchange of opinions with employees.
    • The External Director Session
      – Help outside directors to share the awareness and issues of the top management through communications among directors.
    • Lunches following the Board of Directors meetings
      – Help outside directors to obtain necessary knowledge though exchanging information with internal and external specialists and authorities and the sharing of IR related information, etc.
    • Executive reception (dinner)
      – Help outside directors to deepen the understanding towards the management team.
    • Attendance at meetings of the General Managers of the core subsidiaries
      – Help outside directors to deepen the understanding toward execution plans and their status based on the Group strategic policies.
    • Thorough explanations of proposals prior to the Board of Directors meetings
      – Help outside directors to deepen the understanding towards the proposals and to substantiate the discussions at the Board of Directors meetings by explaining not only the structure of proposals, but also details such as the relevant financial terminologies and business matters.

(Related Principle of Corporate Governance Code)

Principle 4.14, Supplementary Principles 4.14.1, Supplementary Principles 4.14.2

Operation of the Board of Directors

  • The Chairman of the Board of Directors shall, in principle, be an outside 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.
  • The Board of Directors may, whenever necessary, have executive officers, managing directors and employees of the Company, directors, corporate auditors, executive officers, managing directors and employees of any subsidiary, etc. of the Company, and outside experts, etc. attend meetings of the Board of Directors and request reports or opinions by those people.
  • The Board of Directors has delegated decision–making, in principle, to the President & Group CEO for items other than those legally specified as matters to be determined solely by the Board of Directors. The Chairman of the Board of Directors plays a central role in narrowing down the agendas to enable concentration on truly necessary proposals and, regarding proposals associated with core management issues, the Board of Directors promotes comprehensive discussions of essential points in a free and vigorous manner with the inclusion of high–quality opinions and suggestions from outside directors.
  • To ensure the effective and smooth operation of the Board of Directors, the Company shall establish the position of the Deputy Chairman (Non–Executive Director) in cases where the Chairman is an outside director, and establish a dedicated organization (Corporate Secretariat) that carries out businesses related to the secretariat of the Board of Directors (such as organizing interested departments related to proposals and explanatory materials, prior explanations to outside directors, and other businesses related to supporting the Chairman of the Board of Directors and each director).
  • The Board of Directors held 13 meetings during fiscal 2015 and had high–quality discussions regarding mediumterm issues in preparation for the new medium–term business plan. In addition, to realize such objectives as providing directors with a good understanding of the overall management from a panoramic perspective, the Board of Directors received reports on such topics as the execution of priority strategies, business performance and other important issues.

(Related Principle of Corporate Governance Code)

General Principle 4, Principle 4.1, Principle 4.12, Supplementary Principle 4.12.1, Principle 4.13, Supplementary Principle 4.13.1, Supplementary Principle 4.13.2, Supplementary Principle 4.13.3

Evaluating the effectiveness of the Board of Directors

  • For the evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2016, after the interim evaluation at the External Director Session (where only outside directors attended) was made, the Board of Directors took into consideration inputs from the standpoints of an independent third party institution, and conducted the self–evaluation.
Overview of Evaluation Results
  • It was confirmed that "what we aim to be" with regard to the Company's Board of Directors and corporate governance was largely realized and that the Board of Directors is exerting their supervisory function to foster "earning potential." Accordingly, it was evaluated that the effectiveness of the Board of Directors as a whole was reasonably secured.
  • On the other hand, it was also confirmed and shared that in order to take the effectiveness of the Board of Directors to the next level, additional efforts are necessary and we continually make further efforts on the following three points:
    • (1)To further make deliberations at the Board of Directors meetings more fulfilling and efficient
    • (2)To further utilize outside directors' insights and reflect them on business execution
    • (3)To agree on how the Board of Directors should be engaged in dialogues with stakeholders

Nominating Committee

Members of the Nominating Committee
Chairman Mitsuo Ohashi Outside Directors
Committee members Takashi Kawamura
Tatsuo Kainaka
Hiroko Ota

Roles of the Nominating Committee

  • The Nominating Committee comprises mainly outside directors who are sufficiently independent from the management of Mizuho and the role of the Nominating Committee is ensuring objectivity and transparency in the appointment of directors.
  • The Nominating Committee executes matters below.
    1. Determining the contents of proposals regarding the appointment and dismissal of directors of MHFG to be submitted to the general meeting of shareholders
    2. Exercising the approval rights in MHFG with respect to the appointment and dismissal of directors of each of the Core Subsidiaries (MHBK, MHTB, and MHSC)
    3. Exercising the approval rights in MHFG with respect to the appointment and removal of representative directors and the appointment and removal of directors with special titles of the Core Subsidiaries

Composition of the Nominating Committee

  • The Nominating Committee shall comprise no less than three (3) members. In principle, all members of the Nominating Committee shall be appointed from among the outside directors (or at least Non–Executive Directors). The Chairman of the Nominating Committee shall be an outside director.
  • All members of the Nominating Committee, including the Chairman, are currently outside directors.

Operation of the Nominating Committee

  • The Nominating Committee is operated by having its members directly gain an understanding of personnel in connection with candidates to be appointed as directors by attending each type of meeting of members of the Nominating Committee and conducting interviews with management personnel, and in light of factors such as the results of evaluations by outside assessment bodies as necessary. The Nominating Committee discusses and determines the Succession Plan.
  • The Nominating Committee may, whenever necessary, have the Group CEO or other directors, executive officers, managing directors and employees other than members of the Nominating Committee (including directors, corporate auditors, managing directors and employees of the Core Subsidiaries) and outside experts, etc. attend meetings of the Nominating Committee and request reports and opinions by those people.
  • Regarding appointment of directors and other issues of MHFG and the core subsidiaries, the President & Group CEO drafted proposals in accordance with the Nominating Committee Chairman's instructions and the Nominating Committee engaged in repeated deliberations regarding those proposals. During this process, the Human Resources Review Meeting, which consists of the President & Group CEO and outside directors who serve as members of the Nominating Committee and Compensation Committee, undertook deliberations based on consideration of objective indicators of external evaluations, specialized expertise gained through work experience, and other factors. They also undertook such measures as those to ensure opportunities to obtain information from individual personal interviews and reports presented by officers to the Board of Directors. Through these activities, the Committee worked to create a highly transparent process of appointing directors, principally by outside directors to ensure its effectiveness.
  • The Committee held six meetings in fiscal 2015 and decided on the candidates for directors and approved the selection of directors of core subsidiaries.

(Related Principle of Corporate Governance Code)

Principle 3.1 iv), Supplementary Principle 4.1.3, Principle 4.10, Supplementary Principle 4.13.2

Compensation Committee

Members of the Compensation Committee
Chairman Tatsuo Kainaka Outside Directors
Committee members Tetsuo Seki
Takashi Kawamura

Role of the Compensation Committee

  • The Compensation Committee comprises mainly outside directors who are sufficiently independent from the management of Mizuho and the role of the Compensation Committee is to ensure objectivity and transparency in director and executive officer compensation.
  • The Compensation Committee executes matters below.
    1. Determining the compensation for each individual director and executive officer of MHFG
    2. Exercising approval rights in MHFG for compensation for each individual director of the Core Subsidiaries
    3. Determining the basic policy and compensation system for directors and executive officers, and managing directors of MHFG and the Core Subsidiaries

Composition of the Compensation Committee

  • The Compensation Committee shall comprise no less than three (3) members. In principle, all members of the Compensation Committee shall be appointed from among the outside directors (or at least Non–Executive Directors). The Chairman of the Compensation Committee shall be an outside director.
  • All members of the Compensation Committee, including the Chairman, are currently outside directors.

Operation of the Compensation Committee

  • The basic policy of compensation for directors, executive officers, and managing directors contains compliance with domestic and overseas regulations and guidelines, etc. pertaining to compensation for directors, executive officers, and managing directors and the realization of the compensation system corresponding to the role and responsibility to be carried out by directors, executive officers, and managing directors in light of factors such as the medium– to long–term results of the Company, examples of other companies in the same industry as well as economic and social circumstances.
  • The Compensation Committee may, whenever necessary, have the Group CEO or other directors, executive officers, managing directors and employees other than members of the Compensation Committee (including directors, corporate auditors, managing directors and employees of the Core Subsidiaries) and outside experts, etc. attend meetings of the Compensation Committee and request reports and opinions by those people.
  • Considering such factors as MHFG's medium– to long–term business performance and economic and social circumstances, the President & Group CEO drafted proposals with respect to the compensation policy based on the role and responsibility assigned to and the performance of each of the Directors, in accordance with the Compensation Committee Chairman's instructions, and the Compensation Committee engaged in repeated deliberations regarding those proposals. To properly incentivize members of management to work toward sustainable growth and restrain excessive risk taking, MHFG has established a highly transparent and objective process for reviewing the compensation system that is conducted mainly by outside directors. This system makes Regarding items necessary for audits of directors' and executive officers' performance of duties, the Audit Committee obtained timely and appropriate reports and explanations from directors, executive officers, employees, and the accounting auditor (hereinafter, “directors, etc.”) and gave instructions and recommendations when necessary. In addition, the Audit Committee has ensured the effectiveness of its audits by confirming the processes and contents of decision making by the business execution departments through such measures by full–time Audit Committee members as those to arrange for the attendance at important compensation more appropriately reflect the performance of each of directors and executive officers, etc. by setting more appropriate ratios of variable compensation by lowering the fixed compensation portion, introducing performance payments, and performance stock compensation.
  • The Committee held eight meetings in fiscal 2015 and made decisions regarding the revision of the compensation system for directors and executive officers of MHFG and the core subsidiaries. The Committee also decided on the compensation of individual directors and executive officers.

(Related Principle of Corporate Governance Code)

Principle 3.1 iii), Principle 4.2, Supplementary Principle 4.2.1, Principle 4.3, Supplementary Principle 4.13.2

Audit Committee

Members of the Audit Committee
Chairman Hideyuki Takahashi Internal Non–Executive Director
Committee members Tetsuo Seki Outside Director
Tatsuo Kainaka Outside Director
Hirotake Abe Outside Director
Nobukatsu Funaki Internal Non–Executive Director

Role of the Audit Committee

  • The Audit Committee shall audit the legality and appropriateness of the execution of duties by directors and executive officers.
  • When conducting audits, the Audit Committee shall, whenever necessary, gather information based on its right to collect reports and investigate business property.

(Related Principle of Corporate Governance Code)

Principle 4.4

Composition of the Audit Committee and Appointment of Members

  • The Audit Committee shall comprise no less than five (5) members who are Non–Executive Directors, and the majority of those members shall be outside directors.
  • Given that as a financial institution, it is essential for the Company to ensure the effectiveness of the activities of the Audit Committee, and that it is necessary for the Audit Committee to gather information through internal directors who are familiar with financial businesses and regulations, share information among the Audit Committee, and to have sufficient coordination with internal control departments, the Company shall in principle appoint one or two Non–Executive Directors who are internal directors as full–time members of the Audit Committee. As for the members of the Audit Committee other than the full–time members of the Audit Committee, the Company shall appoint outside directors.
  • MHFG listed its American Depositary Receipts on the NYSE, therefore the members of the Audit Committee shall be independent under the provisions of the Securities and Exchange Board of the United States and the New York Stock Exchange Constitution and Rules. Further, at least one member of the Audit Committee shall be a "financial expert" as defined under U.S. law.
  • The Chairman of the Audit Committee shall be a Non–Executive Director who is an internal director.

(Related Principle of Corporate Governance Code)

Supplementary Principle 4.4.1, Principle 4.11

Operation of the Audit Committee

  • The Audit Committee shall play a role in the supervisory function of the Board of Directors and shall audit the execution of duties by the directors and the executive officers.
  • The Audit Committee shall monitor and inspect the establishment and management of the internal control system of MHFG and its subsidiaries.
  • The Audit Committee shall monitor and inspect the condition of the execution of duties with respect to corporate management of subsidiaries, etc. by executive officers.
  • The Audit Committee determines the contents of proposals regarding the appointment, dismissal and non–reappointment of accounting auditors to be submitted to the general meeting of shareholders.
  • The Audit Committee shall execute its duties through effective coordination with the Internal Audit Group, etc. based on the establishment and management of an internal control system in MHFG and its subsidiaries.
  • The Audit Committee shall appoint members of the Audit Committee who are authorized to collect reports and investigate business property and shall directly execute audits of directors, executive officers and managing directors and at the management level of each department and subsidiary.
  • In principle, rights, etc. of members of the Audit Committee other than the right to collect reports and investigate business property shall be granted to the Chairman of the Audit Committee.
  • The Audit Committee may, whenever necessary, have directors, executive officers, managing directors and employees of the Company and directors, corporate auditors, managing directors and employees of subsidiaries, etc. of the Company other than members of the Audit Committee, accounting auditors, and outside experts, etc. attend meetings of the Audit Committee and request reports and opinions by those people.

(Related Principle of Corporate Governance Code)

Principle 4.13, Supplementary Principle 4.13.1, Supplementary Principle 4.13.2, Supplementary Principle 4.13.3

MHFG has established committees and other organizations on a voluntary basis in addition to the above legally–required three committees as set forth.

Human Resources Review Meeting

  • From the perspective of transparency and fairness in the appointment of directors, MHFG established the Human Resources Review Meeting 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 special title of MHFG and executive officers, as defined in our internal regulations, with special title of Core Subsidiaries and assessment of executive officers.
  • The Human Resources Review Meeting consists of the President & CEO and outside directors who serve as members of the Nominating Committee and Compensation Committee.

(Related Principle of Corporate Governance Code)

Principle 3.1 iv), Principle 4.3, Supplementary Principle 4.3.1, Principle 4.10

Risk Committee

Members of the Risk Committee
Chairman Hideyuki Takahashi Internal Non–Executive Director
Committee members Hidetake Kawakita External Expert
Izumi Kobayashi External Expert
  • MHFG established the Risk Committee 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.
  • The Risk Committee in principle fully consists of Non–Executive Directors or external experts.

(Related Principle of Corporate Governance Code)

Principle 4.10

External Director Session

  • MHFG established the External Director Session as a forum for free discussions with an aim to deepen outside directors' understanding of Mizuho and share the top management's awareness of issues through communication among directors.
  • MHFG has conducted analysis and evaluation on the effectiveness of the Board of Directors at the External Director Session (where only outside directors attended), based on the directors' self–evaluation.
  • The External Director Session consists of all outside directors and the President & CEO.

(Related Principle of Corporate Governance Code)

Supplementary Principle 4.8.1, Supplementary Principle 4.8.2, Principle 4.10, Principle 4.11, Supplementary Principle 4.11.3

Execution

Executive Officers

Roles of 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.

Appointment of members of executive officers

  • We appoint as executive officers the Group CEO and, in principle, all heads of In–house Companies, Units and Groups, based on the policy that it is necessary to appoint as executive officers people who assume a managing role.
    • The senior staff who controls unit heads, group heads and the Head of Internal Audit Group to the extent specifically instructed under the control of the Group CEO
    • Unit heads
    • Group heads
    • The Head of Internal Audit Group

Operation by executive officers

  • The President & CEO is responsible for the business execution 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 Three 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).

Internal Audit Group

Audit Committee

  • 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 decisions made by the committee and important matters to the board.
  • 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.

Internal Audit Group

  • MHFG has set up an Internal Audit Division to carry out internal audits. To ensure independence of the internal audit function from the audited sections, MHFG establishes the Internal Audit Division as an independent group in its own right under the control of the Internal Audit Committee.
  • The Internal Audit Division carries 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 collaborates with the Internal Audit Group on an every–day, flexible basis, by such means as receiving reports from the Internal Audit Group regarding its audit plans, audit results, etc., seeking inspections as necessary, or issuing specific instructions.

Accounting Auditor

  • The Audit Committee establishes standards for proper evaluation of the accounting auditors, and maintains the procedures regarding the appointment and dismissal of the accounting auditors of MHFG according to the standard.
  • MHFG endeavors to give the accounting auditors adequate time to ensure high quality audits, ensure the accounting auditors have the chance to interview senior management, including the CEO and the CFO, and ensure coordination between the Audit Committee, including outside directors, and the Internal Audit Group.

(Related Principle of Corporate Governance Code)

Principle 3.2, Supplementary Principle 3.2.1, Supplementary Principle 3.2.2

Relation with Stakeholders

"The Mizuho Code of Conduct" is positioned as the ethical rule to be complied with in implementing "Mizuho's Corporate Identity," and serves as the foothold for the various decisions that will be made on business administration and operation. "Mizuho's Basic Stance," which is set out in "Mizuho Code of Conduct," is basic ethical stance towards our stakeholders, such as our customers, shareholders, regional/local communities and employees and others.

(Related Principle of Corporate Governance Code)

General Principle 1, General Principle 2, Principle 2.1, Principle 2.2, Principle 4.5

Relation with Shareholders

Mizuho is committed to an open form of management that emphasizes proactive communication with shareholders and investors.

To earn the satisfaction and trust of its Shareholders, Mizuho will make every effort to improve general meetings of shareholders.

Shareholders and the general meeting of shareholders

  • In light of shareholders being the primary starting point for corporate governance discipline, MHFG takes following measures to fully secure shareholder rights and appropriate exercise of their rights at general meeting of shareholders.
    1. MHFG provides accurate information through the "convocation notice of the ordinary general meeting of shareholders" to shareholders as necessary in order to facilitate appropriate decision–making at general shareholder meetings.
    2. MHFG strives to send the "convocation notice of the ordinary general meeting of shareholders" early enough to give shareholders sufficient time to consider the agenda. In addition, information included in the "convocation notice of the ordinary general meeting of shareholders" should be disclosed by TDnet or on its website.
    3. MHFG sets the date of its general meeting of shareholders to avoid dates on which many other companies conduct their general meetings.
    4. Other than via attending general meetings of shareholders, MHFG provides for voting via mail and voting via the internet. In addition, institutional investors can vote by electronic voting platform.
    5. When MHFG recognizes that a considerable number of votes have been cast against a proposal by the company and the proposal was approved, MHFG will analyze the reasons behind opposing votes and why many shareholders opposed, and consider the need for shareholder dialogue and other measures.
    6. MHFG gives adequate consideration to the exercise of shareholder rights, which includes recognizing the rights of minority shareholders.
    7. Where institutional investors hold shares under the street name, and wish in advance to exercise their right to vote in a general meeting of shareholders in place of the trust bank, MHFG deals with them in accordance with laws and regulations and Articles of Incorporation.

(Related Principle of Corporate Governance Code)

General Principle 1, Principle 1.1, Supplementary Principle 1.1.1, Supplementary Principle 1.1.3, Principle 1.2, Supplementary Principle 1.2.1, Supplementary Principle 1.2.2, Supplementary Principle 1.2.3, Supplementary Principle 1.2.4, Supplementary Principle 1.2.5

Dialogue with Shareholders

  • Mizuho places one of the highest management priorities on continuing to disclose information to shareholders and investors in a fair, timely and appropriate manner, in order that they may form proper judgments and appraisals of the group. The Board of Directors resolved to establish the "Disclosure Policy," which summarizes basic principles regarding disclosure including investor relation activities for promoting constructive dialogue with shareholders and framework of disclosure controls and procedures, and MHFG has published it.
  • Investor Relations Division handles IR activities, and Group Chief Financial Officer manages as managing executive officer.
  • MHFG holds regular IR meetings for each individual investors, institutional investors and overseas investors, and publishes IR materials on its website.
  • IR activities for individual investors
    As part of our mission to provide the fullest possible disclosure to individual investors, MHFG provides on its web page the information of our management strategy, financial results, financial condition and capital management, in addition to audio streaming and archives of the internet conferences and IR meetings mentioned above.
    With a view to expanding and improving further its two–way communication with investors centering on individual investors, MHFG runs an "IR contact page," which receives a broad range of questions and comments about IR, on the website.
  • Internal cooperation for dialogue with shareholders and investors
    At MHFG, contents of securities report, business report, etc., are discussed at the Disclosure Committee, a business policy committee, which consists of each Group Head of Strategic Planning, Financial Controls & Accounting, Risk Management, IT & Systems, Operations, Compliance and Internal Audit, in order to reflect various perspective of each group upon disclosure to shareholders and investors.
    In addition, through IR Division's participation in various business policy committees, internal information is shared in order to promote constructive dialogues with shareholders.
  • Feedback to the management from IR activities
    Shareholder views and concerns learned through IR activities are timely and appropriately reported to the management.
  • Establishment and implementation of Disclosure Controls and Procedures
    MHFG endeavors to establish, implement and continuously improve its Disclosure Controls and Procedures to comply with applicable domestic and international laws and regulations as well as stock exchange rules and to implement fair, timely and appropriate corporate disclosure.
    In addition, Mizuho respects various disclosure principles including fair disclosure. Accordingly, at individual calls, private meetings or conferences hosted or attended by representatives of Mizuho, Mizuho appropriately controls insider information by limiting carefully our explanations to matters already disclosed and facts commonly known.

(Related Principle of Corporate Governance Code)

General Principle 5, Principle 5.1, Supplementary Principle 5.1.1, Supplementary Principle 5.1.2, Principle 5.2

Basic Strategy for Capital Policy

  • Mizuho continues to perform disciplined capital management policy which maintains the optimum balance between strengthening of stable capital base and steady returns to shareholders.

(Related Principle of Corporate Governance Code)

Principle 1.3

Policy Regarding Cross–holdings of Shares

MHFG has published the "Policy Regarding Cross–holdings of Shares" on our website.

(Related Principle of Corporate Governance Code)

Principle 1.4

Implementation of anti–takeover measures

MHFG doesn't implement anti–takeover measures.

(Related Principle of Corporate Governance Code)

Principle 1.5

Related Party Transactions

When MHFG engages in transactions with its directors or major shareholders (i.e., related–party transactions), in order to ensure that such transactions do not harm the interests of the Company or the common interests of its shareholders, MHFG has established the following system:

  • As a result of a resolution of the Board of Directors, MHFG has established the "Mizuho Code of Conduct" and the "Compliance Manual" to prohibit conflicts of interest conduct, bribery of shareholders in relation to exercise of their rights, and favors to shareholders, and to disseminate and ensure compliance with an arm's–length relationship in related–party transactions. The Board of Directors, Audit Committee, Executive Management Committee and the President & CEO receive reports and perform monitoring, with respect to the status of compliance, etc., periodically and as necessary.
  • When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest, MHFG has expressly provided in the "Regulations of the Board of Directors," which was established as a result of a resolution of the Board of Directors, that such transactions are matters subject to approval by the Board of Directors, which are monitored at the Board of Directors through approval of or report on each actual transaction and audited at the Audit Committee pursuant to the "Audit Policies of the Audit Committee."
  • When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest and the Board of Directors approves the matters, the legal risk division of MHFG conducts legal review. Additionally, the legal risk division also conducts legal review, as necessary, on matters concerning transactions between MHFG and its group company.

(Related Principle of Corporate Governance Code)

Principle 1.7, Principle 4.3, Principle 4.7

Relation with Stakeholders Other Than Shareholders

Measures against Sustainability Issues, Including Social and Environmental Matters

Mizuho promotes to take measures against sustainability issues as CSR (corporate social responsibility).

MHFG has published the initiatives for CSR on its website.

(Related Principle of Corporate Governance Code)

Principle 2.3, Supplementary Principle 2.3.1

Diversity

With a high regard for our corporate culture that respects diversity and the differences of each employee, Mizuho will continue efforts to create a better worksite where every employee is encouraged to work with high morale and a positive mind–set. MHFG has published the initiatives for diversity on its website.

(Related Principle of Corporate Governance Code)

Principle 2.4

Whistleblowing System

  • MHFG maintains a compliance hotline where employees, etc., may report when they find any problems concerning compliance, such as violation of laws.
  • MHFG has established the Internal Controls and Audit Hotline, a system designed for obtaining concerns regarding questionable accounting or auditing matters from in and outside the company.
  • Structure to ensure that persons who report are not treated disadvantageously due to such report has been set forth in the "Compliance Manual" and "Basic Policy of Compliance."
  • Issues such as the handling of reports to a compliance hotline are reported to the Compliance Committee and the Board of Directors regularly, and is supervised by the Board of Directors. In addition, content of reports are reported to members of the Audit Committee.
  • The Audit Committee supervises and verifies whether the whistle–blowing system is functioning effectively and whether the structure to provide the necessary information to the Audit Committee is established, and utilizes the information provided in its auditing duties.

(Related Principle of Corporate Governance Code)

Principle 2.5, Supplementary Principle 2.5.1

Appropriate Corporate Disclosure

MHFG published "Disclosure Policy," which states "we place one of the highest management priorities on continuing to disclose information to our customers, shareholders and investors both in and outside Japan in a fair, timely and appropriate manner, in order that they may form proper judgments and appraisals of the group."

In addition, MHFG published Integrated Report after fiscal 2015.

Besides financial information, this Integrated Report includes information regarding such subjects as corporate identity, corporate strategies, and ESG (environment, society, and governance). The report presents information on Mizuho's efforts related to strategies, governance, corporate culture, and other subjects along with information on how those activities are leading to the creation of value for Mizuho and the society over the short–, medium–, and long–terms. It was edited with the intention of providing stakeholders with concise and clear explanations in a story–like form.

MHFG has also published Mizuho Announces New Medium–Term Business Plan: Progressive Development of "One MIZUHO" –The Path to a Financial Services Consulting Group (PDF/317KB)PDF on its website.

(Related Principle of Corporate Governance Code)

General Principle 3, Supplementary Principle 3.1.1, Supplementary Principle 3.1.2

(As of May 13, 2016)

Branches (Japan)

Branches (International)

President's Message

New Medium–term Business Plan

Business Domain

Corporate History

Corporate Information

Group Companies

Mizuho's Brand Strategy

It moves to the head on this page.
It moves to the head on this page.