Primary initiatives for enhancing the effectiveness of the Board of Directors

Evaluation of Board of Directors' effectiveness

The Board of Directors conducts annual evaluations regarding the operation of the Board of Directors, the content of deliberations, and other items in order to continuously enhance the effectiveness of the Board of Directors.

The most recent evaluation was conducted for the period of June 2019 to June 2020 (director tenure period) and the results were deliberated on at the September 2020 meeting of the Board of Directors.

1. Evaluation Method

Each director who held office during the period under review conducted a self-evaluation related to the overall operation of the Board of Directors and each committee.

The evaluation consists of a survey covering items such as the utilization of the Board of Directors' capabilities, matters to be discussed, operation, communication between the supervisory and business execution lines, committees, and areas identified in the previous evaluation of effectiveness. Based on the responses to the survey, the effectiveness of the Board of Directors, initiatives to enhance the effectiveness, and other matters are deliberated on.

2. Evaluation results

The evaluation results are as follows:

  Evaluation
(1) Utilization of the Board of Directors' capabilities
  • The Board of Directors is fulfilling its role thoroughly and appropriately utilizing its capabilities.

— The Board of Directors proved its effectiveness in regards to monitoring the progress on the 5-Year Business Plan
— Strong contribution to sustainability initiatives

(2) Matters to be discussed
  • The contribution of each director and the degree of substantial discussion were sufficient.

— Outside directors gave their advice proactively and executives took this into consideration in their business execution
— Non-executive directors gave their opinion based on their respective experience and knowledge

(3) Operation
  • The overall operation of the Board of Directors was appropriate, but there is room for improvement in the explanations and materials. Additionally, there were some requests for more expansive discussion of topics concerning medium- to long-term management priorities.

— In some cases the information concerning an agenda item was too voluminous and the point needing to be addressed was unclear
— There should have been an agenda item regarding the effects of COVID-19 on business strategy, sustainability, etc.

(4) Communication between the supervisory and business execution line
  • Off-site meetings on management issues are meaningful. Good communication between the supervisory and business execution line.

— Some requests for more interaction with the frontlines
— Some evaluated the remote operations of the Board of Directors as being sensible, while others would prefer in-person meetings

(5) Committees
  • In general, the composition and management of and discussions at each committee were appropriate.

— Confirmed that the committees continue to demonstrate sufficient functions.

In regard to areas identified in the previous evaluation of effectiveness (June 2018 – June 2019) from the perspective of further enhancing the effectiveness of the Board of Directors, namely monitoring the 5-Year Business Plan and continuous communication aimed at increasing the quality of discussions, improvements were made by selecting these as agenda items at off-site meetings on management issues and other efforts. Also, key topics of importance to management were deliberated on in detail, including the new HR strategy, key initiatives in Japan and outside Japan, objectives in terms of returns to shareholders, and initiatives at each entity going forward.

3. Summary

The Board of Directors and the Committees are performing their functions and have been evaluated to be highly effective. On the other hand, from the perspective of further enhancing the effectiveness of the Board of Directors, the following items identified through the most recent evaluation will be addressed.

  • Build a platform as a foundation for substantive discussions at the Board of Directors
  • Expand agenda items related to medium- to long-term management priorities

 

Off-site meetings on management issues

Off-site meetings on management issues serve an important function that complements the Board of Directors. These meetings are designed to enable outside directors to enhance their communications with executives, to fully understand the status of business execution, and to lead to high-quality discussions at Board of Directors' meetings.
They cover themes such as topics of concern to senior management.

Fiscal 2020 initiatives and number of times held

Outline Number of times held
Topics included the current status and future initiatives related to (1) progress on structural reforms,
(2) key strategies of in-house companies, and (3) situation at each entity.
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 Reference: Status of the response to the IT system failures that occurred at Mizuho Bank

In regards to the IT system failures that occurred at Mizuho Bank in February and March of 2021, the Board of Directors of Mizuho Financial Group requested a report on the response to customers, identification of the cause, and other items. Additionally, a System Failure Response Evaluation Committee, composed only of outside directors, was established and it monitored the formulation of measures to prevent further incidents. Going forward, this Committee will continue to follow up on the status of implementation of measures to prevent further incidents and other matters as appropriate.

Director training

We provide our directors with opportunities to acquire and improve knowledge that is necessary to fulfill their expected roles and duties, at the time of appointment and continuously thereafter.

1 Offering all directors opportunities for acquiring knowledge and self-improvement

  • Training is provided for newly appointed directors, mainly regarding the duties and responsibilities of directors, and is conducted by an outside instructor (lawyer).
  • Directors gain an overall perspective of the management of the group by discussing various proposals, reports, and other activities in the Board of Directors' meetings.
  • In light of the recent IT system failures, a seminar regarding risk management led by an external instructor was held.
  • Training is also held and conducted by an outside instructor regarding compliance and customer protection and awareness of human rights related issues.
  • When necessary for the performance of duties, directors in charge of various areas make individual presentations; advice and instruction is provided by external specialists, and training is provided (at the company's expense).

 

2 Opportunities to acquire and improve knowledge for outside directors

At the time of appointment

Improving understanding of the group's financial and other businesses

  • Intensive explanation at the time of appointment will be conducted individually for newly appointed outside directors.

  —Explanations from executive officers in charge of different business areas and the General Manager of the Corporate Secretariat regarding Mizuho's Corporate Identity, business domain, business strategy, business plan, finances, corporate governance system, etc.

Post-appointment (the examples below were conducted for fiscal 2020)

Deepening understanding concerning Board of Directors' proposals

  • Providing for thorough explanations of Board of Directors' proposals in advance and follow-up (after each Board meeting) Improving communication at times other than the Board
 

Improving communication at times other than the Board of Directors' meetings

  • Outside Director Session

  —At which outside directors mutually exchange information and share their understanding while exchanging opinions on management matters, the shape that corporate governance should take, and other items (held once).

  • Off-site meetings on management issues (held 9 times between April 2020 and March 2021)

  —Details are provided above

Other opportunities to acquire/enhance knowledge

  • Watching the Group-wide General Managers' Meeting

 

Each meeting is held on an as-needed basis via the online meeting system.

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