Rules and Report, etc. (Corporate Governance)
Articles of Incorporation
Corporate Governance Guidelines
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.
- 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.
Overview of Independence Standards of Outside Directors
The standards, which MHFG set out concerning Independence for Outside Directors.
As of April 24, 2017, the document was amended.
The policy, which MHFG set out concerning the determination of compensation for each individual director, executive officer and specialist officer ("Directors, etc.") of MHFG as well as MHBK, MHTB and MHSC ("Core Subsidiaries").
Corporate Governance Report
The report, submitted to the Tokyo Stock Exchange, sets out the status of corporate governance system.
Outline of Results of the Evaluation on the Effectiveness of the Board of Directors
Outline of Results of the Evaluation on the Effectiveness of the Board of Directors for the fiscal year ended March 31, 2017
With regard to the "Evaluation of the Effectiveness of the Board of Directors" for the Fiscal Year Ended March 31, 2018, given the succession of the Group CEO, we will disclose the evaluation results (outline) after thoroughly discussing issues for ensuring the effectiveness of the Board of Directors and measures to be taken going forward under the new management.