Corporate Governance Structure
MHFG maintains the following corporate governance structure.
Board Members and Board of Directors
MHFG's board of directors, which consists of nine members, determines important matters pertaining to the management policy of MHFG and its group companies and monitors the business conduct of directors and executive officers. Three of the directors are outside directors that do not engage in the day–to–day management of MHFG. Their participation serves to strengthen the management and monitoring functions of the board of directors.
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, MHCB, 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 reports to, and asks for opinions from, the Nomination Committee on 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.
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 President & CEO manages MHFG according to the fundamental management policies determined by the board of directors. MHFG has strengthened its governance of the group by clearly identifying the President & CEO of MHFG as the "Group CEO (Chief Executive Officer)." The Executive Management Committee was established to serve as an advisory body for the President & CEO and discusses important matters concerning the execution of business operations as necessary. Business Policy Committees were established to discuss cross–sectional issues 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 (CPA)) as special members, discusses and coordinates legal compliance oversight, and matters related to antisocial elements and the handling of accidents. - 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.
Five other committees have been established separately from the Business Policy Committees 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. - Social Contribution Committee
Discusses, disseminates information and promotes policies concerning activities that contribute to society. - Environmental Issues Committee
Discusses, disseminates information and promotes policies concerning global environmental initiatives.
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 principal banking subsidiaries and other 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 principal banking subsidiaries and other core group companies' internal audits is held and controlled by MHFG's Internal Audit Division.
The results of both MHFG's and the principal banking subsidiaries and other 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.
*Principal banking subsidiaries and other core group companies:
MHCB, MHBK, MHTB, TCSB, MHAM, DIAM, MHRI, MHIR, MHFS, MHPW
- MHFG's Corporate Governance Structure
About “Substantive One Bank” Structure
Prior to the effective date of the merger of MHCB and MHBK, MHFG, MHCB and MHBK have started to implement the “substantive one bank” structure in April 2012 to realize the synergies generated from the merger as soon as possible.
Specifically, we have (a) unified the corporate planning and management units and (b) reorganized the relationship management units, products units and markets unit across the banks and established new units.
- （1）Corporate Planning and Management Unit
- The groups within the Corporate Planning and Management Unit were reorganized according to their respective duties and functions, and in principle, the executive officer in charge assumes the corresponding post at each of MHFG, MHCB and MHBK concurrently.
- In principle, the executive officer of MHFG in charge of the Corporate Planning and Management Unit concurrently serves as the vice executive officer in charge of MHTB.
- （2）Relationship Management Units, Products Units and Markets Unit
- With respect to the business promotion structure in the relationship management business, customer segments were reorganized into 6 units, the Corporate Banking Unit (Large Corporations), the Corporate Banking Unit, the Financial Institutions & Public Sector Business Unit, the Retail Banking Unit, the Personal Banking Unit and the International Banking Unit.
- Organizations that provided product functions were reorganized into three units, the Investment Banking Unit, the Transaction Banking Unit and the Asset Management Unit.
- Organizations that provided market functions were consolidated into the Markets Unit across MHCB and MHBK.
- In principal, the executive officer in charge of each unit assumes the corresponding post at each of MHCB and MHBK concurrently.
Through the establishment of this new organizational structure, Mizuho aims to maximize group profitability by improving customer convenience, strengthening group governance and improving group management efficiency.
