Rules and Report, etc. (Corporate Governance)
The Corporate Governance Guidelines (the "Guidelines") set out the fundamental perspectives regarding corporate governance in 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 as a Company with Three Committees.
Revision history below
As of April 1, 2015, the Guidelines were amended for the following purposes.
- Industry–leading compliance with the Corporate Governance Code [Final Proposal]
- Further strengthening group governance systems after transformation into a Company with Three Committees
Further details are available on the news release dated April 1, 2015, "Regarding the Amendments to the Corporate Governance Guidelines." (PDF/78KB)
As of April 1, 2016, the Guidelines were amended due to the introduction of the In–house Company Structure. After the amendment, the Guidelines show that Mizuho Financial Group, Inc. shall appoint as executive officers, the Group CEO and, in principle, all heads of In–house Companies, Units, and Groups.
As of April 1, 2017, the Guidelines were amended after the Board of Directors reviewed how the governance worked for a couple of years after MHFG adopted a "Company with Three Committees" structure. The amendment was aimed at enabling executive officers to make decisions in an even swifter manner, while securing governance framework that determined matters shall be reported to, and checked by, the Board of Directors as part of the status of the execution of duties.
As of April 24, 2017, "Overview of Independence Standards of Outside Directors" was amended.
As of June 23, 2017, qualifications for the Chairman of the Audit Committee was amended, so that the Chairman shall be an outside director.
As of January 4, 2018, the Guidelines were newly specified the following points.
- The Company's advisor system
- Voluntary committees, etc. under the Board of Directors
- Various frameworks, etc.
Further details are available on the news release dated January 4, 2018, "Regarding the Amendments to the Corporate Governance Guidelines." (PDF/190KB)
As of December 14, 2018, the Guidelines were amended in the following points.
- Revision of requirements for both Directors and Executive Officers
- Clarification of dismissal policy of both Directors and Executive Officers, etc.
As of March 11, 2019 the Guidelines were amended to make the appointment of a Deputy Chairman of the Board of Directors discretionary, and also to expand the scope of eligibility for selection as a representative executive officer.
As of April 1, 2020 the Guidelines were amended to ensure the flexibility of the Audit Committee and to clarify its appointment.
As of April 1, 2021 the Guidelines were amended to do minor review concerning its executive system.
As of July 1, 2021 the Guidelines were amended to do minor review concerning its Independence Standards for Independent Directors.
As of April 1, 2022 the Guidelines were amended to clarify the role and operation of the Risk Committee.
As of April 1, 2023 the Guidelines were amended in line with a review of job titles in light of organizational changes.
As of May 15, 2023 the Guidelines were amended in line with a review of the Corporate Identity.
As of July 1, 2023 the Guidelines were amended in line with a review of the Company’s advisor system.
The standards, which MHFG set out concerning Independence for Outside Directors.
As of July 1, 2021, the document was amended.
The policy, which MHFG set out concerning the determination of compensation for each individual director and executive officer ("Officers") of MHFG as well as MHBK, MHTB and MHSC ("Core Subsidiaries").
Outline of Compensation System and Compensation Determination Process.
The report, submitted to the Tokyo Stock Exchange, sets out the status of corporate governance system.