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”))
| Tatsuo Kainaka | (Reappointment, Outside Director) |
| Yoshimitsu Kobayashi | (Reappointment, Outside Director) |
| Ryoji Sato | (Reappointment, Outside Director) |
| Takashi Tsukioka | (Reappointment, Outside Director) |
| Masami Yamamoto | (Reappointment, Outside Director) |
| Izumi Kobayashi | (Reappointment, Outside Director) |
| Seiji Imai | (Reappointment) |
| Hisaaki Hirama | (Reappointment) |
| Masahiro Kihara* | (New appointment) |
| Makoto Umemiya* | (Reappointment) |
| Motonori Wakabayashi* | (Reappointment) |
| Nobuhiro Kaminoyama* | (Reappointment) |
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)
| Tatsufumi Sakai | (Currently Member of the Board of Directors) |
(Effective in late June 2022)
| Yasuhiro Sato | (Currently Member of the Board of Directors, Chairman (Kaicho)) |
(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
| Chairperson | Tatsuo Kainaka (Outside Director) |
| Member | Yoshimitsu Kobayashi (Outside Director) |
| Member | Takashi Tsukioka (Outside Director) |
| Member | Masami Yamamoto (Outside Director) |
| Member | Izumi Kobayashi (Outside Director) |
Compensation Committee
| Chairperson | Masami Yamamoto (Outside Director) |
| Member | Tatsuo Kainaka (Outside Director) |
| Member | Takashi Tsukioka (Outside Director) |
Audit Committee
| Chairperson | Takashi Tsukioka (Outside Director) |
| Member | Tatsuo Kainaka (Outside Director) |
| Member | Ryoji Sato (Outside Director) |
| Member | Hisaaki Hirama |
Risk Committee
| Chairperson | Hisaaki Hirama |
| Member | Izumi Kobayashi (Outside Director) |
| Member | Rintaro Tamaki (Outside Expert) |
| Member | Hiroshi Naka (Outside Expert) |
System Failure Response Evaluation Committee
| Chairperson | Tatsuo Kainaka (Outside Director) |
| Member | Ryoji Sato (Outside Director) |
| Member | Takashi Tsukioka (Outside Director) |
| Member | Izumi Kobayashi (Outside Director) |
(5) Brief Personal Record of Newly Nominated Member of the Board of Directors
| Name | Masahiro Kihara | |
| Business Experience | Apr. 2022 | President & Group CEO Mizuho Financial Group, Inc. (scheduled) |
| Feb. 2022 | President & Group CEO Head of Global Products Unit Mizuho Financial Group, Inc. (current) |
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| Apr. 2021 | Managing Executive Officer* Head of Global Products Unit Deputy Head of Corporate & Institutional Company Deputy Head of Global Corporate Company Mizuho Financial Group, Inc. * Senior Executive Officer from Jul. 2021 (Due to the integration of executive titles) Managing Executive Officer Head of Global Corporate Division Head of Global Products Unit Mizuho Bank, Ltd. |
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| Apr. 2020 | Managing Executive Officer Deputy Head of Strategic Planning Group Deputy Head of Financial Control & Accounting Group Mizuho Financial Group, Inc. Managing Executive Officer Head of Strategic Planning Group Head of Financial Control & Accounting Group (Head of Global Finance) Mizuho Securities Co., Ltd. |
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| Apr. 2019 | Executive Officer Joint Head of Financial Control & Accounting Group Joint Head of Global Finance Mizuho Securities Co., Ltd. |
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| Apr. 2018 | Executive Officer General Manager of Financial Planning Department Mizuho Securities Co., Ltd. |
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| Apr. 2017 | Executive Officer General Manager of Risk Management Department Mizuho Securities Co., Ltd. |
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| Jan. 2014 | Project Manager Risk Governance Enhancement Project Team Mizuho Financial Group, Inc. |
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| Apr. 2011 | General Manager of Americas Department Risk Management Division Mizuho Corporate Bank Ltd. |
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| Apr. 1989 | Joined our group | |
| Education | Jun. 1995 | LLM, Duke University School of Law |
| Mar. 1989 | Graduated from Bachelor of Law, Hitotsubashi University | |
| Date of Birth | Aug. 21, 1965 | |
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.