Corporate Governance

As the holding company for a financial services group, Mizuho Financial Group is conducting management that contributes to the creation of value for our diverse stakeholders, realizing improved corporate value for the group through continuous and stable corporate growth, and as a result, contributing to economic and industrial development and the prosperity of society inside and outside of Japan. With this goal, we have established our corporate governance system with the Board of Directors at its core, and are working to further enhance our corporate governance.

Corporate governance system

Basic policy

Ensuring the separation of supervision and management

Secure the effectiveness of corporate governance by ensuring the separation of supervision and management and making supervision of the management, such as the execution of duties by executive officers, the primary focus of the Board of Directors

Delegating decisions on business execution to the executive officers

Make it possible for the management to make swift and flexible decisions and realize expeditious corporate management by enabling the Board of Directors to delegate decisions regarding business execution to the executive officers

Securing independence of management supervision

Utilize committees and other forms of oversight, comprised mainly of outside directors who are not members of the management of Mizuho, and secure transparency and fairness in decision-making processes regarding the appointment and dismissal of, and compensation for, the management as well as ensure effective supervision of the management

Adopting global standards

At the holding company level, actively adopting operations and global best practices regarding corporate governance

Principal features

Organizational structure

  • Adopted a Company with Three Committees model of corporate governance
    This structure consists of a Board of Directors, Nominating Committee, Compensation Committee, and Audit Committee, and enables executive officers to perform their duties most effectively
  • The chairman of the Board of Directors shall be an outside director

 

Fairness and transparency

  • The members of the Nominating Committee and the Compensation Committee shall all be outside directors.
  • The Chairmen of the Nominating, Compensation, and Audit Committees shall be outside directors.
    Decision-making regarding the appointment and dismissal of, and compensation for, the management is primarily conducted by outside directors.
  • Appropriate disclosure in line with Japan's Corporate Governance Code

Compliance with Japan's Corporate Governance Code

Our Corporate Governance Guidelines set out the fundamental perspectives regarding corporate governance at Mizuho, and the framework of the corporate governance system, including the roles, composition, and governing policies regarding the Board of Directors, executive officers, Nominating Committee, Compensation Committee, and Audit Committee for Mizuho Financial Group.

In addition, the Corporate Governance Report, which sets out the status of the corporate governance system of the group, is submitted to the Tokyo Stock Exchange (TSE) and posted on the websites of the TSE and Mizuho Financial Group.

Corporate Governance Guidelines

Corporate Governance Report

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