Compensation for executive officers

At Mizuho Financial Group, the Compensation Committee resolves on the basic policy for executive compensation which determines matters regarding the components of compensation for each individual director, executive officer as defined in the Companies Act, and executive officer as defined in our internal regulations (collectively, “Officers”).

Outline of the basic policy for executive compensation



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Compensation system

Compensation for officers responsible for business execution shall, in principle, consist of Base Salary, Stock Compensation, and Performance Payments. Additionally, the composition ratio of fixed compensation and performance-based compensation (variable compensation) shall be determined based on factors including the role and responsibilities of each officer. The ratio of fixed compensation for the Group CEO is set at a minimum.

From the perspective of ensuring the effectiveness of the supervisory function, compensation for non-executive officers responsible for management supervision shall, in principle, be in the form of fixed compensation, consisting of Base Salary and Stock Compensation I. Such composition shall, in principle, be 85% and 15% for Base Salary and Stock Compensation I, respectively.


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  1. Depending on factors including the performance of the company and the individual, a portion of the deferred payment may be reduced or forfeited (via malus/clawback) upon the resolution of the Compensation Committee.
  2. For officers hired outside Japan, the base amount and the composition and content of executive compensation may be determined individually based on the local compensation regulations and practices as well as industry compensation benchmarks.

Compensation determination process

The Compensation Committee shall determine the executive compensation system including the compensation system taking into account the Basic Policy for Executive Compensation. In addition, in order to ensure fairness and objectivity concerning the compensation for each officer, the Compensation Committee shall determine the compensation for each individual director and executive officer of Mizuho Financial Group as defined in the Companies Act and approve the compensation of each individual director of the Three Core Companies.

Amounts of compensation

Aggregate amounts of compensation paid to directors and executive officers as defined in the Companies Act

Shown below are the compensations of the directors and executive officers as defined in the Companies Act.

The aggregate compensation paid to directors who concurrently serve as executive officers as defined in the Companies Act is included in the below table as those of "Executive officers as defined in the Companies Act."

Notes:

1. The amounts are indicated in units of one million yen and the numbers of shares are indicated in units of one thousand. Fractions are rounded down.

2. The number of directors in the “Fixed compensation” column for the Compensation for fiscal year 2021 includes one director who retired on June 23, 2021. The number of executive officers for the Compensation for fiscal year 2021 includes one executive officer who resigned on November 26, 2021, one executive officer who resigned on January 17, 2022 and one executive officer who was dismissed (*) on February 1, 2022. The number of executive officers for the Compensation for fiscal year 2020 includes two executive officers who resigned on April 1, 2021, one executive officer who resigned on November 26, 2021, one executive officer who resigned on January 17, 2022, and one executive officer who was dismissed(*) on February 1, 2022.
(*Due to health reasons, the original plan (resignation on April 1, 2022) was moved forward.)

3. With respect to Stock Compensation I for fiscal year 2021, the amounts given are obtained by multiplying the stock ownership points, granted by the Compensation Committee of Mizuho Financial Group in July 2021 for fiscal year 2021 based on the functions and responsibilities of each of the Officers (one (1) point translates into one (1) share of common stock of Mizuho Financial Group), by the book value of Mizuho Financial Group stock (JPY 1,573.424 per share). Stock Compensation I is not linked to the performance of the group and shall be paid at the time of resignation.

4. The other compensation for fiscal year 2021 includes the condolence money premiums and other premium subsidies (group life insurance premiums paid by the group to the Officers as insured party).

5. The target and result of key indicators related to the corporate performance linked compensation and others (variable compensation) for fiscal year 2020 are as follows:

FY 2020  Target set at the beginning of the fiscal year Result
Consolidated Net Business Profits + Net Gains (Losses) related to ETFs and others JPY 570 billion JPY 799.7 billion
Net Income JPY 320 billion JPY 471 billion
Consolidated ROE 4.0% 5.9%
Expense Ratio 71.5% 63.7%

6. With respect to the Performance Payments, the amounts stated were decided by the Compensation Committee of Mizuho Financial Group in July 2021 as the Performance Payments for fiscal year 2020.

7. With respect to the Stock Compensation II, the amounts given are obtained by multiplying the stock ownership points, granted by the Compensation Committee of Mizuho Financial Group in July 2021 for fiscal year 2020 based on the functions and responsibilities and performance of each of the Officers, by the book value of Mizuho Financial Group stock (JPY 1,573.424 per share). Stock Compensation II for fiscal year 2020 is expected to be paid as deferred payments over three years from fiscal year 2022.

8. With respect to the other compensation for fiscal year 2020, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors.

9. Because the amount of the corporate performance linked compensation and others (variable compensation) to be paid with respect to fiscal year 2021 has not yet been determined at present, the aggregate compensation above does not include the amount of corporate performance linked compensation and others (variable compensation); however, the necessary reserve is recorded for accounting purposes.

10. Since the Compensation Committee determines the executive compensation system, including the compensation system, taking into account the Basic Policy for Executive Compensation, we believe that the details of individual compensation for directors and executive officers as defined in the Companies Act are in line with the Basic Policy for Executive Compensation.

 

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