Operation of the Board of Directors and Each Committee
Board of Directors
The main roles of the Board of Directors are making decisions on business execution such as the 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 & CEO of Mizuho Financial Group, 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 and other personnel by the Board of Directors.
|Number of meetings in FY2020 (average attendance)||15 meetings (100%)|
|Operation in FY2020||With an eye to the social and economic situation after the COVID-19 pandemic, the Board discussed medium- to long-term management priorities, including sustainability initiatives and other matters, with an understanding of the importance of efforts such as expanding the business base. The Board also monitored progress on the 5-Year Business Plan, the status of efforts to identify the cause of the IT system failures that occurred at Mizuho Bank and respond to customers, and other matters.|
|Main roles||The Nominating Committee determines the content of proposals regarding the appointment and dismissal of directors of Mizuho Financial Group to be submitted to the General Meeting of Shareholders. The Committee also approves personnel matters concerning the directors of Mizuho Bank, Mizuho Trust & Banking, and Mizuho Securities ("Three Core Companies"), including the appointment and dismissal of directors and the selection of representative directors and senior directors.|
|Number of meetings in FY2020 (average attendance)||7 meetings (100%)|
|Operation in FY2020||To establish a more effective governance system and strengthen the business execution framework for pursuing a next-generation financial business model, the Committee selected director candidates for Mizuho Financial Group, approved the selection of directors of the Three Core Companies, and performed other related duties. In addition, the Committee discussed the status of the creation and operation of the succession plan and talent development.|
|Main roles||The Compensation Committee determines the compensation for each Mizuho Financial Group individual director and executive officer as defined in the Companies Act, exercises the approval rights held by Mizuho Financial Group regarding compensation of each individual director of the Three Core Companies, determines the basic policy and executive compensation system for Mizuho Financial Group, and exercises the approval rights held by Mizuho Financial Group regarding the basic policy and executive compensation system for the Three Core Companies.|
|Number of meetings in FY2020 (average attendance)||5 meetings (100%)|
|Operation in FY2020||For the purpose of ensuring the objectivity and transparency of executive compensation, the Committee revised the basic policy for executive compensation in light of regulations, social and economic circumstances, and other factors in and outside Japan, and discussed matters including the ideal form of executive compensation which will act as an incentive for each director and executive officer to maximize their performance in their respective roles.|
|Main roles||The Audit Committee audits the execution of duties by directors and executive officers; inspects and monitors the establishment and operation status of the internal control systems of Mizuho Financial Group and its subsidiaries; monitors and inspects the execution of duties of executive officers regarding the corporate management of subsidiaries and affiliates; and creates audit reports.
In addition the committee determines the content of proposals regarding the appointment, dismissal, or non-reappointment of accounting auditors to be submitted to the General Meeting of Shareholders.
|Number of meetings in FY2020 (average attendance)||17 meetings (100%)|
|Operation in FY2020||The Committee confirmed the effectiveness of the structure for ensuring appropriate conduct of operations (internal control system) and monitored progress on the 5-Year Business Plan and structural reforms, focusing on confirming the status of efforts to identify the cause of the IT system failures that occurred at Mizuho Bank and prevent further incidents, and other related matters.|
Major agenda items for fiscal 2020 Board of Directors' meetings
|Board of Directors' meeting agendas||Report/Discussion|
|Business performance review||Monitoring the progress of each in-house company's fiscal business plan toward the achievement of the 5-Year Business Plan|
|Status of response to IT system failures||Response to customers in light of the IT system failures, identification of the cause, establishment of the System Failure Special Investigative Committee, etc.|
|Reorganization of customer-facing in-house companies||Reconfiguration to an optimal customer relations framework in response to changes in the business environment (RBC/CIC)|
|Sustainability initiatives||Annual review of management system for responsible financing and investment, revision of Environmental Policy in order to respond to the Paris Agreement, etc.|
|Evaluation of Board of Directors' effectiveness||In order to enhance the effectiveness of the Board of Directors, identifying points to address in order to expand discussion on medium- to long-term management priorities and other matters|
|Merger of Mizuho Research Institute, Mizuho Information & Research Institute, and other group companies||Establishment of a new company in the non-financial domain to consolidate Mizuho's strengths in research, consulting, and IT/digital|