Changes of Directors

Mizuho Financial Group, Inc. hereby announces director candidates at the 20th General Meeting of Shareholders as follows.

Members of the Board of Directors

(1)     Members of the Board of Directors Candidates (to be considered at the ordinary General Meeting of Shareholders of MHFG in June 2022 (“The Shareholders Meeting”))

Total of 12 candidates

(Note) Asterisks indicate directors expected to concurrently serve as Executive Officers.

(2)    Members of the Board of Directors scheduled to resign

(Effective as of April 1, 2022)

(Effective in late June 2022)

(Note) The resignation of Mr. Tatsufumi Sakai and Mr. Yasuhiro Sato was announced on November 26, 2021.

(3)　Chairperson of the Board of Directors (to be considered at the Board Meeting to be held following The Shareholders Meeting) 

Appointee as Chairperson

Izumi Kobayashi

(4)    Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting)

Nominating Committee

Compensation Committee

Audit Committee

Risk Committee

System Failure Response Evaluation Committee

(5)　Brief Personal Record of Newly Nominated Member of the Board of Directors

Reference: Mizuho Financial Group’s approach to Board of Directors membership candidacy

• The composition of Mizuho Financial Group’s Board of Directors
  
  Mizuho Financial Group believes that, in addition to conducting strategic direction within the group, it is important for our Board of Directors to appropriately fulfill the role of supervising the implementation of governance functions across the group and across subsidiaries under group management. As such, our Board of Directors is composed of an appropriate balance of internal directors who have insight into the group’s business model, and outside directors who possess complex and diverse perspectives that we may not have within the group.
  
  Since the Mizuho Financial Group Board of Directors must conduct appropriate supervision of how governance functions are implemented at subsidiaries, as a general rule, the President & CEO of a subsidiary may not concurrently serve on the Mizuho Financial Group Board of Directors while holding their post as President & CEO. However, the Board ensures greater effectiveness through efforts such as communicating closely with those holding top positions at our primary subsidiaries.

• Approach to considering candidates for membership of the Board of Directors
  
  The criteria for appointing a director is established in the Corporate Governance Guidelines*, and includes consideration of the supervisory role Mizuho Financial Group fulfills in its capacity as the holding company, as mentioned above. Regarding candidates for outside director positions, we primarily consider those in senior management roles who have expertise in areas including finance, financial control, accounting, law, and technology, and who we can expect to successfully carry out supervisory functions from both a global and sustainable perspective.
  
  Candidates for internal director positions must be capable of the appropriate execution of group business management, and must have insight into financial operations, financial regulations, and Mizuho’s business model.
  
  * Corporate Governance Guidelines

• Initiatives to further secure expertise and diversity
  
  In response to factors including the series of IT system failures, we are working to secure even greater expertise and diversity among our Board of Directors in order to further ensure the perspective of further enhancing the supervisory functions for the entire group.
  
  Specifically, regarding Mizuho Bank, the following personnel decisions will be implemented on April 1, 2022. In the interest of strengthening the governance functions of operating entities, we will invite external talent with outstanding knowledge of customers’ viewpoints and IT areas to become a director. From the standpoint of strengthening the expertise of the Risk Committee, Mizuho Financial Group too will advance further initiatives such as utilizing external knowledge.

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