Corporate Governance Structure

Mizuho Financial Group ("MHFG") has adopted a Company with Three Committees in order to realize the basic policy regarding its corporate governance system.

Overview of MHFG's corporate governance structure is shown below.

Regarding the fundamental perspectives, framework and governing policies of MHFG's corporate governance system (Board of Directors, Directors, Nominating Committee, Compensation Committee, Audit Committee, voluntary committee, etc., Mizuho's group governance, and its advisor system), MHFG has established the "Corporate Governance Guidelines" as high–level regulations superseded only by the Articles of Incorporation.

Supervision
Execution
Internal Audit Group
Accounting Auditor
Advisors System
Relation with Stakeholders
Appropriate Corporate Disclosure

MHFG's Corporate Governance Structure

Supervision

The Board of Directors and Directors

Role of the Board of Directors and Directors
 

Role of the Board of Directors
 

• The main roles of the Board of Directors are making decisions on business execution such as that 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.
• In order to fulfill the roles mentioned above, the Board of Directors shall appropriately establish and supervise the operation of the internal control systems (regarding matters such as risk management, compliance, and internal auditing) and risk governance systems of Mizuho.
• The Board of Directors shall, in principle, delegate to the President & CEO, who is the chief executive officer of Mizuho (Group CEO), 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, etc. by the Board of Directors.

Role of Directors
 

• Each director shall supervise decision–making by the Board of Directors and the execution of duties by other directors and executive officers and execute the duties of the Committees by receiving reports and explanations from the Group CEO and other executive officers or other directors, etc. and asking questions or giving instructions or directions whenever necessary as members of the Board of Directors or appointed members of Committees.
• In addition to taking charge of the duties above as directors, it is expected that outside directors will conduct deliberations and make decisions in the course of making decisions on business execution such as basic management policy and supervising directors and executive officers particularly from the perspective of whether it is possible to realize continuous growth and social contributions by Mizuho from the standpoint of shareholders and other outside stakeholders.
   

Composition of the Board of Directors
 

• The Board of Directors shall not have more than fifteen (15) directors, which is the number of directors prescribed under the Articles of Incorporation. In light of the role of the Board of Directors to supervise the management, non–executive directors (outside directors and internal directors who do not concurrently serve as executive officers, managing directors, employees, or executive directors of MHFG or any subsidiary of MHFG) shall comprise a majority of the directors in the Board of Directors, while at least six (6) directors shall be outside directors (to fulfill the "Independence Standards of Outside Directors (PDF/397KB)").
   

Composition of the Board of Directors (as of April 1, 2024)

Number of the board members	12
Percentage of Non–Executive Directors	83% (10 out of 12)
Percentage of Outside Directors	66% (8 out of 12)
Chairperson	Izumi Kobayashi(Outside Director (to fulfill the "Independence Standards of Outside Directors"))

Skills of each director (experience, expertise, etc.)

Appointment and Dismissal of Directors
 

• MHFG adopts a Company with Three Committees structure, therefore the Nominating Committee of MHFG determines the contents of proposals regarding the appointment and dismissal of directors of MHFG to be submitted to the general meeting of shareholders.
• Each candidate to be appointed as a director must satisfy the following requirements("Common Requirements").
   

1. The candidate possesses high integrity and deep insight, is highly ethical, and is committed to compliance with laws and regulations.
2. The candidate can be expected to apply his or her extensive experience and knowledge in contributing to the continuous and stable corporate growth and improved corporate value of Mizuho.
3. The candidate can be expected to contribute to the decision-making function and supervisory function of the Board of Directors.
4. The candidate can ensure the time to invest sufficient time for performing his or her duties as a director.
5. The candidate satisfies the qualification requirements for directors under laws and regulations.
    

• Each candidate to be appointed as an outside director must satisfy the following requirements as well as the requirements set out in the preceding paragraph in order to fully exert his or her supervisory function.
   

1. The candidate has deep insight and knowledge and extensive experience in areas such as corporate management, risk management, compliance with laws and regulations, crisis management, financial accounting, internal control, macroeconomic policy (including finance and industry), organizational and cultural reform, or global management.
2. The candidate has the ability to get an overview and understanding of the overall management of Mizuho, the ability to grasp essential issues and risks, and the ability to appropriately interview management and express opinions to and persuade management, etc.
3. It is recognized that the candidate is independent from management of Mizuho in light of the Independence Standards of Outside Directors (PDF/397KB).
    

• Each candidate to be appointed as a director who concurrently serves as an executive officer, such as the Group CEO, must be a person who satisfies Common Requirements in the above and who is familiar with financial businesses and regulations and Mizuho's business model and has the ability to appropriately perform the business management of the Mizuho Group.
• If there are objective and reasonable grounds for determining that a director has become significantly unqualified in light of the requirements set out in the above paragraphs, and it is determined that the execution of duties as a director cannot be delegated to that director, then the Nominating Committee shall consider submitting a proposal regarding the dismissal of the director to the general meeting of shareholders.
• With regard to the status of concurrent offices of directors and the reason of appointment of directors, MHFG provides such information on reference materials of the "convocation notice of the ordinary general meeting of shareholders".
   

Reason for appointment as Group CEO and outside directors

Director Training
 

• In order to fulfill their roles in the monitoring and advising functions of the Board of Directors, our directors proactively gather information and take efforts to be informed of the management environment and the state of business surrounding our Group. We provide our directors on a continuing basis with "opportunities to acquire and improve knowledge" that is necessary to fulfill their expected roles and duties.
• Specifically,MHFG shall provide newly appointed directors with opportunities when taking office to acquire the knowledge necessary to fulfill the roles and responsibilities required of directors, such as information on the Companies Act, other related laws and regulations, and corporate governance, and shall provide each director on a tailor-made basis with such opportunities after taking office as necessary. In addition, for outside directors to fully fulfill their functions, each outside director is offered opportunities to acquire the necessary knowledge about our Group’s business, finance and organizational structure at the time of appointment and continuously thereafter. In addition, we also continuously provide "opportunities to acquire and improve knowledge" to internal officers such as Senior Executive Officers and Executive Officers, etc. who are responsible for execution, in order to support the promotion of strategy and strengthening of the management foundation.
• The training policy for directors is described in "Corporate Governance Guidelines."
   

Overview of main initiatives
 

1. "Opportunities to acquire and improve knowledge" in relation to risk management, which directors should be aware of
    
   • Compliance Training [for all directors and internal officers]
   • Cybersecurity Training [for all directors and internal officers]
   • Training on Directors' Duties, Responsibilities, and Legal Risks [for newly-appointed directors and Senior Executive Officers]
   • Training on "Crisis Management Public Relations" [for newly-appointed internal officers, and for all Senior Executive Officers]
      
2. "Opportunities to acquire and improve knowledge" to deepen understanding of Mizuho
   • "Intensive explanations at the time of appointment" ^* [for newly-appointed outside directors]
   • Off-site meetings on management issues ^** [for all outside directors]
   • In addition to providing prior explanation of agenda items for each board of directors meeting, we also conduct individual follow-ups afterwards.^*** [for all outside directors]
   • Inspection of MHFG's core group companies [for all outside directors]

     
     ^* Explanations from executive officers in charge and the General Manager of the Corporate Secretariat on corporate identity, business, strategy, business plans, finance and the governance system, etc.

     ^** For the fiscal year ended March 31, 2024, off-site meetings on management issues were held 11 times, and enabled a deeper mutual understanding with outside directors through open discussions with Executive Officers (the average attendance rate by outside directors was 98%).

     ^*** Help outside directors to deepen understanding of proposals and to substantiate the discussions at the Board of Directors meetings by explaining not only the structure of proposals, but also details such as the relevant financial terminologies and business matters, and conduct follow-ups after the fact in order to enhance effectiveness, such as following up on directors' recognition of issues.

3. "Opportunities to acquire and improve knowledge" for the strengthening of the management foundation
    
   • Case study training to experience firsthand the awareness and actions required of officers and leaders during crisis management [for newly-appointed internal officers]
   • Training related to the permeation of Mizuho's corporate philosophy and purpose aimed at organizational revitalization and creating a new organizational culture [for newly-appointed Senior Executive Officers]
   • Providing opportunities to attend training sessions to improve digital and IT literacy [for newly-appointed Senior Executive Officers] 
      

Operation of the Board of Directors
 

• The Chairperson of the Board of Directors shall, in principle, be an outside director in light of the role of the Board of Directors to supervise management. Ms. Izumi Kobayashi currently has been the Chairperson of the Board of Directors since June 2020.
• The Board of Directors may, whenever necessary, have executive officers, managing directors and employees of the Company, directors, corporate auditors, executive officers, managing directors and employees of any subsidiary, etc. of the Company, and outside experts, etc. attend meetings of the Board of Directors and request reports or opinions by those people.
• The resolution of the Board of Directors requires the attendance of more than half of the directors who can participate in the decision-making, and is carried out with their majority consent.
• The Board of Directors has delegated decision–making, in principle, to the President & Group CEO for items other than those legally specified as matters to be determined solely by the Board of Directors. The Chairperson of the Board of Directors plays a central role in narrowing down the agendas to enable concentration on truly necessary proposals and, regarding proposals associated with core management issues, the Board of Directors promotes comprehensive discussions of essential points in a free and vigorous manner with the inclusion of high–quality opinions and suggestions from outside directors.
• To ensure the effective and smooth operation of the Board of Directors and each of the Nominating Committee, Compensation Committee and Audit Committee, the Company has established dedicated organizations (Corporate Secretariat and Audit Committee Office) that carries out businesses related to the secretariat of the meeting bodies (such as organizing interested departments related to proposals and explanatory materials, prior explanations to outside directors, and other businesses related to supporting the Chairperson of the Board of Directors and each director). In addition, the Company establishes a position of Deputy Chairperson (Non–Executive Director) in cases where Chairperson is an outside director and where Deputy Chairperson is needed to support the outside director Chairperson.
• The Board of Directors held 15 meetings in the fiscal year ended March 31, 2024. In particular, the Board discussed change of corporate culture, sustainability initiatives, IT and DX initiatives, the recognition of current management issues and the current status of key strategies at major subsidiaries, and the progress of business improvement plan. The average attendance rate was 99%.
   

Evaluating the effectiveness of the Board of Directors

• The Board of Directors shall perform an analysis and evaluation of the effectiveness of the Board of Directors as a whole each year and shall disclose a summary of the results. The Company shall have a third–party evaluation organization perform an evaluation at least once every three years for such self–evaluation.
• The operational policies of the evaluation of the effectiveness of the Board of Directors are stated in Article 9 Paragraph 4 of the "Corporate Governance Guidelines".
• For the wrap-up of supervisory activities in fiscal year 2022, please refer to "Corporate Governance Report" [Supplementary Principle 4.11.3].

 

Nominating Committee

Members of the Nominating Committee

Chairperson	Yoshimitsu Kobayashi	Outside Directors
Committee members	Takashi Tsukioka
	Kotaro Ohno
	Masami Yamamoto
	Hiromichi Shinohara
	Izumi Kobayashi

 

Roles of the Nominating Committee
 

• The Nominating Committee comprises mainly outside directors who are sufficiently independent from the management of Mizuho and the role of the Nominating Committee is ensuring objectivity and transparency in the appointment of directors.
• The Nominating Committee executes matters below.
   

1. Determining the contents of proposals regarding the appointment and dismissal of directors of MHFG to be submitted to the general meeting of shareholders
2. Exercising the approval rights in MHFG with respect to the appointment and dismissal of directors of each of the Three Core Companies
3. Exercising the approval rights in MHFG with respect to the appointment and removal of representative directors and the appointment and removal of directors with special titles of the Three Core Companies
    

Composition of the Nominating Committee
 

• The Nominating Committee shall comprise no less than three (3) members. In principle, all members of the Nominating Committee shall be appointed from among the outside directors (or at least Non–Executive Directors). The Chairperson of the Nominating Committee shall be an outside director.
• All members of the Nominating Committee, including the Chairperson, are currently outside directors.

Operation of the Nominating Committee
 

• Regarding appointment of MHFG's directors, the Three Core Companies' directors and other related matters, The Nominating Committee has its members directly gain an understanding of personnel in connection with candidates to be appointed as directors by attending each type of meeting of members of the Nominating Committee and conducting interviews with management personnel, and operates in light of factors such as the results of evaluations by outside assessment bodies as necessary.
• The Nominating Committee may, whenever necessary, have the Group CEO or other directors, executive officers, managing directors and employees other than members of the Nominating Committee (including directors, corporate auditors, managing directors and employees of the Three Core Companies) and outside experts, etc. attend meetings of the Nominating Committee and request reports and opinions by those people.
• The Nominating Committee held 14 meetings in the fiscal year ended March 31, 2024. In particular, the Committee discussed the concept of Board composition, the succession of outside directors , Group CEO, and CEO of Three Core Companies, and director nomination and appointment for the fiscal year ending March 31, 2025 at MHFG and the Three Core Companies. The average attendance rate was 100%
   

Compensation Committee

Members of the Compensation Committee

Chairperson	Masami Yamamoto	Outside Directors
Committee members	Takashi Tsukioka
	Yumiko Noda

 

Role of the Compensation Committee
 

• The Compensation Committee comprises mainly outside directors who are sufficiently independent from the management of Mizuho and the role of the Compensation Committee is to ensure objectivity and transparency in director and executive officer compensation.
• The Compensation Committee executes matters below.
   

1. Determining the basic policy and compensation system for directors and executive officers, and managing directors of MHFG
2. Determining the compensation for each individual director and executive officer of MHFG
3. Exercising approval rights in MHFG for the basic policy and compensation system for directors and executive officers of the Three Core Companies.
4. Exercising approval rights in MHFG for compensation for each individual director of the Three Core Companies
    

Composition of the Compensation Committee
 

• The Compensation Committee shall comprise no less than three(3) members. In principle, all members of the Compensation Committee shall be appointed from among the outside directors (or at least Non–Executive Directors). The Chairperson of the Compensation Committee shall be an outside director.
• All members of the Compensation Committee, including the Chairperson, are currently outside directors.

Operation of the Compensation Committee
 

• The basic policy of compensation for directors, executive officers, and managing directors contains compliance with domestic and overseas regulations and guidelines, etc. pertaining to compensation for directors, executive officers, and managing directors and the realization of the compensation system corresponding to the role and responsibility to be carried out by directors, executive officers, and managing directors in light of factors such as the medium– to long–term results of the Company, examples of other companies in the same industry as well as economic and social circumstances.
• The Compensation Committee may, whenever necessary, have the Group CEO or other directors, executive officers, managing directors and employees other than members of the Compensation Committee (including directors, corporate auditors, managing directors and employees of the Three Core Companies) and outside experts, etc. attend meetings of the Compensation Committee and request reports and opinions by those people.
• The Compensation Committee held 8 meetings in the fiscal year ended March 31, 2024. The Committee discussed on the determination of individual compensation for directors and executive officers, the evaluation of performance-linked compensation for fiscal 2022, verification and review of compensation levels in light of market research, and the verification and review of our group's executive compensation system. The average attendance rate was 100%.

Mizuho Financial Group Basic Policy for Executive Compensation (PDF/305KB)

Compensation for executive officers

Audit Committee

Members of the Audit Committee

Chairperson	Takashi Tsukioka	Outside Director
Committee members	Ryoji Sato	Outside Director
	Kotaro Ohno	Outside Director
	Hisaaki Hirama	Internal Non–Executive Director

 

Role of the Audit Committee
 

• The Audit Committee shall audit the legality and appropriateness of the execution of duties by directors and executive officers.
• When conducting audits, the Audit Committee shall, whenever necessary, gather information based on its right to collect reports and investigate business property.
   

Composition of the Audit Committee and Appointment of Members
 

• The Audit Committee shall comprise no less than three (3) members who are Non–Executive Directors, and the majority of those members shall be outside directors.
• Given that as a financial institution, it is essential for the Company to ensure the effectiveness of the activities of the Audit Committee, and that it is necessary for the Audit Committee to gather information through internal directors who are familiar with financial businesses and regulations, share information among the Audit Committee, and to have sufficient coordination with internal control departments, the Company shall in principle appoint one or two Non–Executive Directors who are internal directors as full–time members of the Audit Committee. As for the members of the Audit Committee other than the full–time members of the Audit Committee, the Company shall appoint outside directors.
• MHFG listed its American Depositary Receipts on the NYSE, therefore the members of the Audit Committee shall meet independence requirements under the U.S. securities laws and regulations as may from time to time be applicable to the Company. Further, at least one member of the Audit Committee shall be a "financial expert" as defined under U.S. law.
• The Chairperson of the Audit Committee is currently outside director.

Operation of the Audit Committee
 

• The Audit Committee shall play a role in the supervisory function of the Board of Directors and shall audit the execution of duties by the directors and the executive officers.
• The Audit Committee shall monitor and inspect the establishment and management of the internal control system of MHFG and its subsidiaries.
• The Audit Committee shall monitor and inspect the condition of the execution of duties with respect to corporate management of subsidiaries, etc. by executive officers.
• The Audit Committee determines the contents of proposals regarding the appointment, dismissal and non–reappointment of accounting auditors to be submitted to the general meeting of shareholders.
• The Audit Committee adopts resolutions regarding the approval of the basic policy for internal audits, the basic internal audit plan, as well as the Internal Audit Group’s budget, the entrustment and remuneration of the Group CAE, and the assignment of the General Manager of the Internal Audit Group.
• The Audit Committee shall execute its duties through effective coordination with internal control departments, etc. based on the establishment and management of an internal control system in MHFG and its subsidiaries.
• The Audit Committee may, whenever necessary, have directors, executive officers, managing directors and employees of the Company and directors, corporate auditors, managing directors and employees of subsidiaries, etc. of the Company other than members of the Audit Committee, accounting auditors, and outside experts, etc. attend meetings of the Audit Committee and request reports and opinions by those people.
• The Audit Committee held 18 meetings in the fiscal year ended March 31, 2024. In particular, the Committee confirmed the effectiveness of the Structure for Ensuring Appropriate Conduct of Operations (internal control system) and provided relevant opinions. Moreover, the Committee monitored the progress of key strategies in the executive departments, recognition of issues, and efforts to strengthen internal management systems with priority. The average attendance rate was 100%.
   

MHFG has established committees and other organizations on a voluntary basis in addition to the above legally–required three committees as set forth.

Risk Committee

Members of the Risk Committee

Chairperson	Hisaaki Hirama	Internal Non–Executive Director
Committee members	Izumi Kobayashi	Outside Director
	Yumiko Noda	Outside Director
	Rintaro Tamaki	External Expert
	Hiroshi Naka	External Expert

 

• The Risk Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decision-making and supervision relating to risk governance and supervision of matters such as the status of risk management.
• The Risk Committee shall, in principle, comprise no less than three (3) members who shall be Non–Executive Directors or outside experts.
• The Risk Committee held 9 meetings in the fiscal year ended March 31, 2024. In particular, the Committee discussed the direction of the selection of top risks, the direction and operational status of the risk appetite framework, the status of comprehensive risk management, the status of sustainability initiatives, business and risk awareness in overseas regions and cybersecurity initiatives. The average attendance rate was 100%.
   

IT / Digital Transformation Committee

Members of the IT / Digital Transformation Committee

Chairperson	Hiromichi Shinohara	Outside Director
Committee members	Takashi Tsukioka	Outside Director
	Masami Yamamoto	Outside Director
	Hisaaki Hirama	Internal Non-Executive Director
	Masatsugu Shimono	External Expert

 

• The IT / Digital Transformation Committee was established in January 2024 to strengthen monitoring of IT and digital transformation, which are sources of competitiveness for our group, in addition to stable business operations.
• The IT / Digital Transformation Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decisions and supervision related to IT and digital transformation and supervision of the status of system risk management.
• The IT / Digital Transformation Committee shall, in principle, comprise no less than three (3) members who shall be Non-Executive Directors or outside experts.
• The IT / Digital Transformation Committee held 2 meetings in the fiscal year ended March 31, 2024. In particular, the Committee discussed IT and DX initiatives and system risk management. The average attendance rate was 100%.
   

Human Resources Review Meeting

• The Human Resources Review Meeting shall deliberate over plans for the appointment and dismissal of MHFG’s executive officers as defined in the Companies Act and plans for the appointment and removal of or commission to MHFG’s executive officers as defined in the Companies Act with special titles, such plans to be decided upon by the Board of Directors.
• The Human Resources Review Meeting shall comprise the members of the Nominating Committee and the Group CEO in order to ensure transparency and fairness in the appointment of executive officers and specialist officers.
• The Human Resources Review Meeting held 12 times in the fiscal year ended March 31, 2024. In particular, the Meeting discussed the succession of key executives, and personnel changes for executive line officers in the fiscal year ending March 31, 2025. The average attendance rate was 100%.
   

System Failure Response Evaluation Committee

Members of the System Failure Response Evaluation Committee

Chairperson	Izumi Kobayashi	Outside Directors
Committee members	Ryoji Sato
	Takashi Tsukioka
	Kotaro Ohno
	Hiromichi Shinohara

 

• Following the series of IT system failures in Mizuho Bank, Ltd., the Board of Directors of Mizuho Financial Group, Inc. established the System Failure Response Evaluation Committee from March 2021 to January 2024 consisting solely of outside directors for comprehensive evaluation of measures to prevent further incidents and other matters.In addition, the aforementioned IT / Digital Transformation Committee was established in January 2024 in order to strengthen monitoring of IT and digital transformation, which are sources of competitiveness of the Group, in addition to stable business operations.
• The System Failure Response Evaluation Committee held 7 meetings in the fiscal year ended March 31, 2024. The Committee discussed the progress of the business improvement plan and the establishment of measures to prevent recurrence. The average attendance rate was 100%.
   

Outside Director Session

• The Outside Director Session shall be to exchange information and share understanding among only the outside directors and to provide objective and candid opinions to the management based on the outside directors' perspectives as outsiders as necessary.
• The Outside Director Session held 3 meetings in the fiscal year ended March 31, 2024. In particular, outside directors exchanged opinions each time with the outside directors of the Three Core Companies on transformation of corporate culture, customer-oriented business conduct and stable business operations. The average attendance rate was 100%.
   

Execution

Executive Officers

Roles of executive officers
 

• Executive officers of MHFG take charge making decisions on business execution delegated by a resolution of the Board of Directors and implementing the business execution of MHFG.
   

Appointment and Dismissal of Executive Officers
 

• In the course of appointing executive officers, the Board of Directors shall appoint the Group CEO and, in principle, all heads of in-house companies and units, and the Group CxOs, taking into account deliberations by the Human Resources Review Meeting and based on the policy that it is necessary to appoint as executive officers people who make decisions on business execution delegated by the Board of Directors as managers of the Company, who assume a comprehensive role of business execution, and who satisfy the following requirements.

1. The candidate possesses high integrity and deep insight, is highly ethical, and is committed to compliance with laws and regulations.
2. The candidate has the ability to execute his or her duties based on his or her extensive experience and knowledge as well as a superior business sense and can be expected to contribute to the continuous and stable corporate growth and improved corporate value of Mizuho.
3. The candidate satisfies the qualification requirements for executive officers under laws and regulations.
    

• If there are objective and reasonable grounds for determining that an executive officer has become significantly unqualified in light of the requirements set out in the above paragraph, and it is determined that the execution of duties as an executive officer cannot be delegated to that executive officer, then the Board of Directors shall consider dismissing the executive officer, taking into account deliberations by the Human Resources Review Committee.
• With regard to the status of concurrent offices of executive officers and the reason of appointment of executive officers, MHFG provides such information on reference materials of the "convocation notice of the ordinary general meeting of shareholders".
   

Operation by Executive Officers
 

• The President & CEO is responsible for the business execution of MHFG.
• From the perspective of providing a checks and balances function and ensuring sufficient consideration in connection with decision–making, in principle, determination of delegated matters relating to making decisions on business execution following the transformation into a Company with Three Committees shall be based on deliberation of the Executive Management Committee (however, excluding matters ensured to be deliberated and discussed under sufficient checks and balances by Non–Executive Directors such as through the Nominating Committee, Compensation Committee and Human Resources Review Meeting).
   

Succession Planning
 

The Group CEO shall invest sufficient time and resources in developing candidates for successors to the Group CEO and other executive officers and shall report to the Nominating Committee and the Human Resources Review Meeting at least once a year on the status of the development and operation of plans for such successors.

Internal Audit Group

Internal Audit Group

• Under the supervision of the Board of Directors and the Audit Committee, the Internal Audit Group is independent from the departments it audits. The Internal Audit Group conducts internal audits of MHFG in accordance with the basic policy and the basic audit plan determined by the Board of Directors and the Audit Committee, and monitors and manages the status of internal audit operations at our major group companies in a centralized manner by verifying the internal audits and internal audit control systems of each company based on reports submitted by major group companies on the results of internal audits and the status of follow-up on problems identified.
• Based on the basic policy for internal audits, the Group CAE manages matters related to the planning and operation of internal audits, and reports to the Board of Directors, etc. on the status of the operations, regularly and as needed. Specifically, the Group CAE reports functionally to the Board of Directors and the Audit Committee on important matters related to internal audits. In addition, the Group CAE reports on the progress and results of individual audits and plans to the Audit Committee, and responds to requests for investigations as needed, or follows specific instructions.
• Also, as the person in charge of internal audit, the Group CAE reports administratively on the status of internal audits operation management to the Group CEO directly or through the Internal Audit Committee.

Accounting Auditor

• The Audit Committee establishes standards for proper evaluation of the accounting auditors, and maintains the procedures regarding the appointment and dismissal of the accounting auditors of MHFG according to the standard.
• MHFG endeavors to give the accounting auditors adequate time to ensure high quality audits, ensure the accounting auditors have the chance to interview senior management, including the CEO and the CFO, and ensure coordination between the Audit Committee, including outside directors, and the Internal Audit Group.
   

Advisors system

• The Company does not have a consultant (sodanyaku) system, but there are some cases where former representative directors and presidents, etc., are appointed as senior advisors.
• Advisors shall participate in the activities of economic associations and social contribution programs and the like in order to fulfill the social responsibilities and contribute to the development of the Company and the Mizuho Group. Advisors shall not participate in the management of the Company or the Mizuho Group.
• Outside directors are involved in the appointment and removal of and compensation for advisors, and the advisors system in general.
• For other details, refer to "Corporate Governance Guidelines" and "Corporate Governance Report".

Relation with Stakeholders

"The Mizuho Code of Conduct,” which is standards for implementing "Mizuho's Corporate Identity," stipulates Mizuho’s Basic Stance to serve as infrastructure for the economy and society and our stance towards our stakeholders (our customers, the economy and society, and our employees).

Relation with Shareholders

Relation with Shareholders

Mizuho is committed to an open form of management that emphasizes proactive communication with shareholders and investors.

To earn the satisfaction and trust of its Shareholders, Mizuho will make every effort to improve general meetings of shareholders.

Shareholders and the general meeting of shareholders
 

• In light of shareholders being the primary starting point for corporate governance discipline, MHFG takes following measures to fully secure shareholder rights and appropriate exercise of their rights at general meeting of shareholders.
   

1. MHFG provides accurate information through the "convocation notice of the ordinary general meeting of shareholders" to shareholders as necessary in order to facilitate appropriate decision–making at general shareholder meetings.
2. MHFG strives to send the "convocation notice of the ordinary general meeting of shareholders" early enough to give shareholders sufficient time to consider the agenda. In addition, information included in the "convocation notice of the ordinary general meeting of shareholders" should be disclosed by TDnet or on its website.
3. MHFG sets the date of its general meeting of shareholders to avoid dates on which many other companies conduct their general meetings.
4. Other than via attending general meetings of shareholders, MHFG provides for voting via mail and voting via the internet. In addition, institutional investors can vote by electronic voting platform.
5. When MHFG recognizes that a considerable number of votes have been cast against a proposal by the company and the proposal was approved, MHFG will analyze the reasons behind opposing votes and why many shareholders opposed, and consider the need for shareholder dialogue and other measures.
6. MHFG gives adequate consideration to the exercise of shareholder rights, which includes recognizing the rights of minority shareholders.
7. Where institutional investors hold shares under the street name, and wish in advance to exercise their right to vote in a general meeting of shareholders in place of the trust bank, MHFG deals with them in accordance with laws and regulations and Articles of Incorporation.
    

Dialogue with Shareholders
 

• Mizuho places one of the highest management priorities on continuing to disclose information to shareholders and investors in a fair, timely and appropriate manner, in order that they may form proper judgments and appraisals of the group. The Board of Directors resolved to establish the "Disclosure Policy," which summarizes basic principles regarding disclosure including investor relation activities for promoting constructive dialogue with shareholders and framework of disclosure controls and procedures, and MHFG has published it.
• Investor Relations Division handles IR activities, and Group Chief Financial Officer manages as managing executive officer.
• MHFG holds regular IR meetings for individual investors, institutional investors and overseas investors, and publishes IR materials on its website.

  Investor Relations Activities
  IR Events
  IR Presentations

• IR activities for individual investors

  As part of our mission to provide the fullest possible disclosure to individual investors, MHFG provides on its web page the information of our management strategy, financial results, financial condition and capital management, in addition to audio streaming and archives of the internet conferences and IR meetings mentioned above.
  With a view to expanding and improving further its two–way communication with investors centering on individual investors, MHFG runs an "IR contact page," which receives a broad range of questions and comments about IR, on the website.

• Internal cooperation for dialogue with shareholders and investors
  At MHFG, contents of securities reports, business reports, etc., are discussed at the Disclosure Committee, a business policy committee, which consists of the Group CSO, Group CGO, Group CFO, Group CRO, Group CHRO, Group CPO, Group CIO, Group CPrO, Group CCO, Group CAE, Group CSuO and Group CCuO in order to reflect the various perspectives of each group upon disclosure to shareholders and investors.
  In addition, through IR Division's participation in various business policy committees, internal information is shared in order to promote constructive dialogues with shareholders.
• Feedback to the management from IR activities
  Shareholder views and concerns learned through IR activities are timely and appropriately reported to the management.
• Establishment and implementation of Disclosure Controls and Procedures
  MHFG endeavors to establish, implement and continuously improve its Disclosure Controls and Procedures to comply with applicable domestic and international laws and regulations as well as stock exchange rules and to implement fair, timely and appropriate corporate disclosure.
  In addition, Mizuho respects various disclosure principles including fair disclosure. Accordingly, at individual calls, private meetings or conferences hosted or attended by representatives of Mizuho, Mizuho appropriately controls insider information by limiting carefully our explanations to matters already disclosed and facts commonly known.
   

Basic Strategy for Capital Policy
 

• Mizuho have been pursuing the optimum balance between capital adequacy, growth investment and enhancement of shareholder return.

  Capital Management, Shareholder Return Policy and Dividend Information
  IR Presentations

Policy Regarding Cross–holdings of Shares
 

MHFG has published the "Policy Regarding Cross–holdings of Shares" on its website.
Policy Regarding Mizuho Financial Group's Cross–shareholdings of Other Listed Companies

Implementation of anti–takeover measures
 

MHFG doesn't implement anti–takeover measures.

Related Party Transactions
 

When MHFG engages in transactions with its directors or major shareholders (i.e., related–party transactions), in order to ensure that such transactions do not harm the interests of the Company or the common interests of its shareholders, MHFG has established the following system:

• MHFG has established internal regulations to prohibit conflicts of interest conduct, bribery of shareholders in relation to exercise of their rights, and favors to shareholders, and to disseminate and ensure compliance with an arm's-length relationship in related-party transactions. The Board of Directors, Audit Committee, Executive Management Committee, the President & Group CEO and Business Policy Committee receive reports and perform monitoring, with respect to the status of compliance, etc., periodically and as necessary.
• When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest, MHFG has expressly provided in the "Regulations of the Board of Directors," which was established as a result of a resolution of the Board of Directors, that such transactions are matters subject to approval by the Board of Directors, which are monitored at the Board of Directors through approval of or report on each actual transaction and audited at the Audit Committee pursuant to the "Audit Policies of the Audit Committee."
• When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest and the Board of Directors approves the matters, the legal risk division of MHFG conducts legal review. Additionally, the legal risk division also conducts legal review, as necessary, on matters concerning transactions between MHFG and its group company.
   

Relation with Stakeholders Other Than Shareholders

Measures against Sustainability Issues, Including Social and Environmental Matters
 

At Mizuho, we take an integrated view on sustainability and business strategy. We have designated materiality areas based on the expectations of society (the expectations of stakeholders for social impact to be made by the Mizuho group) and their importance for Mizuho (medium- to long-term impact on our corporate value and compatibility with Mizuho's strategies and business areas). Through our materiality-related initiatives, we will contribute to environmental conservation and the sustainable development and prosperity of the economy, industry, and society both in Japan and around the world. Also, we will engage in management practices that take into consideration value creation for various stakeholders and will work to enhance our corporate value through the sustainable and steady growth of the Mizuho group.

MHFG has published the initiatives for Sustainability on its website.

Diversity
 

The Mizuho group firmly believes that, as stated in the HR Vision, "the personal development of individual employees contributes to the stable and sustainable growth of the group as a whole". As such, Mizuho encourages employees who differ in terms of gender, country of origin, cultural background, and values to understand, respect, and inspire each other. Mizuho understands the value of a workplace that embraces diversity, and we promote diversity, equity and inclusion with the aim of cultivating and empowering a diverse workforce. For more information, please refer to the Employees section on Mizuho's website.

Whistleblowing System
 

• MHFG maintains a compliance hotline where employees, etc., may report when they find any problems concerning compliance, such as violation of laws.
• MHFG has established the Internal Controls and Audit Hotline, a system designed for obtaining concerns regarding questionable accounting or auditing matters from in and outside the company.
• Structure to ensure that persons who report are not treated disadvantageously due to such report has been set forth in the "Basic Policy of Compliance."
• Issues such as the handling of reports to a compliance hotline are reported to the Compliance Committee and the Board of Directors regularly, and is supervised by the Board of Directors. In addition, content of reports are reported to members of the Audit Committee.
• The Audit Committee supervises and verifies whether the whistle–blowing system is functioning effectively and whether the structure to provide the necessary information to the Audit Committee is established, and utilizes the information provided in its auditing duties.
   

Appropriate Corporate Disclosure

MHFG published "Disclosure Policy," which states "we place one of the highest management priorities on continuing to disclose information to our customers, shareholders and investors both in and outside Japan in a fair, timely and appropriate manner, in order that they may form proper judgments and appraisals of the group."

This Integrated Report includes financial information as well as non-financial information on such subjects as ESG. The report presents information on Mizuho's efforts related to strategies, governance, and other subjects along with information on how those activities are leading to the creation of value for our customers, society, Mizuho over the short, medium, and longterms. It was edited with the intention of providing stakeholders with concise and clear explanations in a story–like form.

MHFG has also published "the new medium-term business plan" on its website.

(As of April 5, 2024)