Policy Regarding Cross–holdings of Shares
MHFG and our core subsidiaries* have established and published "Policy Regarding Cross–holdings of Shares of Other Listed Companies" and "Standards Regarding the Exercise of Voting Rights Associated with Cross–shareholdings."
- *Core subsidiaries are Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.
Policy Regarding Cross–holdings of Shares of Other Listed Companies
- As a basic policy, unless we consider these holdings to be meaningful, MHFG and our core subsidiaries will not hold the shares of other companies as cross–shareholdings. This reflects factors including the changes in the environment surrounding corporate governance and the potential impact on our financial position associated with stock market volatility risk.
- We consider cross–shareholdings to be meaningful if they contribute to maintenance and improvement of the corporate value of issuers and the Mizuho group based on their growth potential, outlook, or revitalization perspectives or as a result of studies on present and future economic feasibility and profitability.
- We will regularly and continually examine whether shares held as cross–holdings are meaningful, and we will dispose of holdings we determine deficient in meaning with due regard to the impact on the market and other matters. We will continue to hold shares that we consider to be meaningful.
Standards Regarding the Exercise of Voting Rights Associated with Cross–shareholdings
- MHFG and our core subsidiaries will exercise voting rights after comprehensive consideration of whether an issuing company has established effective corporate governance and is making appropriate decisions to improve its corporate value over the medium to long term. We will also consider any impact to our own corporate value. Further, if we are unable to agree on proposals made by issuing companies, we may consider disposing of our share holdings.
- We will consider specific proposals through dialogue with the issuing companies and studies conducted by our own specialized divisions. Especially when proposals could affect corporate value or shareholder interests*, we will decide on the exercise of voting rights after comprehensive consideration of the purposes of the proposals and the issuing company's approach to improving corporate value.
- *: Examples include the following:
- Proposals to elect directors and auditors and grant retirement benefits when an issuing company has posted a loss or paid no dividends for a certain period of time.
- Proposals for reorganization through merger, etc.
- Proposals for anti–takeover measures.
- *: Examples include the following:
The Process to Assess the Meaning of Cross–shareholdings
Taking into account "Policy Regarding Cross–holdings of Shares of Other Listed Companies," we assess the meaning of cross–shareholdings by the process outlined below.
- We will continue cross–shareholdings if, based on the "Quantitative Judgement," the shares of the customers satisfy profitability standards. However, in events such as the environment around the Corporate Governance Code changing, or the risk of share price fluctuations having a large effect on financial conditions, disposal may occur if customer approval is received.
- By also taking into account the "Comprehensive Judgement," we hold constructive dialogue based on a relationship of trust with customers requiring improvement in profitability, and cross–shareholdings will be continued where it is possible for such customers to improve profitability, and negotiation for disposal will occur where profitability cannot be improved.
- In regard to the status of disposal negotiations and profitability improvements, in addition to periodically confirming progress, we will review the meaning of holding shares once a year.
- Results of our assessment of the meaning of cross–shareholdings show that the percentage of stocks in the Japanese stocks portfolio (JPY1847.1 billion as of the end of March 2016) that failed to meet the holding criteria as of the end of March 2016 was in the mid–forties. These results may vary due to factors such as the status of our customer transactions and the market environment at the time of the assessment, but we will proceed as planned with the reduction plan of stocks held for policy purposes.
- As shown above, we have achieved a reduction of JPY115.7 billion in FY2015, showing steady progress in line with the reduction plan. Looking forward, we will continue dialogues and thorough negotiations with our customers to further reduce share price fluctuation risk.
(As of Sep 30, 2016)