April 1, 2015
Mizuho Financial Group, Inc.
Regarding the Amendments to the Corporate Governance Guidelines
Mizuho Financial Group, Inc. (the "Company") hereby announces that, as of today, the Company has amended its "Corporate Governance Guidelines" (the "Guidelines") as set out in the attachment.
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 the Company as a Company with Committees (after the enforcement of amendments to the Companies Act, a Company with Three Committees).
The Company has made the following additions and changes in the Guidelines.
- Industry–leading compliance with the Corporate Governance Code [Final Proposal]
- In consideration of the role of the Board of Directors in supervising management, at least six directors shall be outside directors, so that at least a third of the Board members are outside directors (currently, there are six outside directors among thirteen directors).
- In order to ensure judgment from an independent and objective standpoint, at least one outside director with expert knowledge of finance, accounting and internal control shall be appointed.
- To enable outside directors to further perform their functions, the Company shall provide outside directors with opportunities with which they can acquire necessary knowledge.
- Further strengthening group governance systems after transformation into a Company with Committees
- In order to further accelerate integrated strategies of "banking, trust banking, and securities functions," the Company has reviewed the composition of executive officers, as defined in the Companies Act, so that all unit heads, who control profit units shall be appointed as executive officers, as defined in the Companies Act.
- In principle, the average tenure of all outside directors shall not exceed six years, and outside directors shall be rotated regularly and continuously, so that outside directors can exert their functions from outside perspectives to the best possible extent.
The Guidelines will be shared among directors, corporate auditors, executive officers, managing directors and employees of Mizuho and constitute a commitment to all stakeholders of Mizuho, and the Company will ensure that self iscipline and accountability of management is fully functioning and further strengthen corporate governance under a corporate governance system with the Board of Directors at its core.
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