MIZUHO FINANCIAL GROUP, INC. 
By As announced in "Measures for the Enhancement of Group Governance" dated December 26, 2013, the Company plans to further enhance corporate governance, including strengthening the supervisory function against execution and improving transparency of management processes, and enhance the flexibility of management process by facilitating swifter decision making. It aims to transform into a Company with Committees provided that such transformation is approved at the Shareholders Meeting, and is conducting specific studies and preparations accordingly.
With respect to this matter, the Company has informally appointed candidates for the positions of directors, Chairperson and Deputy Chairperson of the Board of Directors, members of the Three Committees and executive officers based on the assumption that the transformation of the Company into a Company with Committees through the amendment of its Articles of Incorporation and all appointments of directors proposed by the Company will be approved at the Shareholders Meeting and necessary approvals will be obtained at the meeting of the Board of Directors to be held following the Shareholders Meeting.
For the purpose of strengthening the supervisory function of the Board of Directors, the Company will additionally appoint outside directors with expert knowledge of and experience in corporate governance, compliance with laws and regulations, crisis management, risk management, and organizational and cultural reform, and it plans to ask each of Mr. Takashi Kawamura, Mr. Tatsuo Kainaka, and Ms. Hiroko Ota to assume the position of outside director of the Company provided that those appointments will be approved at the Shareholders Meeting.
Mr. Takashi Kawamura has served as Director and Representative Chairman and Executive Officer and President, Director and Representative Chairman and Executive Officer, and Chairman and Director of Hitachi, Ltd. which was one of the first companies to become a Company with Committees (iinkai secchi kaisha) (at that time, Company with Committes, etc. (iinkai tou secchi kaisha)). During that time, Mr. Kawamura explored how to implement corporate governance in line with global standards and spearheaded bold management reform and governance reform. The Company expects that Mr. Kawamura will make a significant contribution to its effort to enhance corporate governance based on his extensive experience and deep insight.
Mr. Tatsuo Kainaka has served as Deputy Prosecutor-General of the Supreme Public Prosecutors Office, Superintending Prosecutor of the Tokyo High Public Prosecutors Office, and Supreme Court Justice, and he is currently active as an attorney-at-law. The Company expects that Mr. Kainaka will make a significant contribution to the further enhancement of the corporate governance, compliance system and risk management system of the entire Mizuho Group based on his extensive experience and deep insight. Mr. Kainaka plans to resign from his position as director of Mizuho Bank, Ltd. upon his assumption of the position as director of the Company.
Ms. Hiroko Ota has served in positions such as Vice President of the National Graduate Institute for Policy Studies, Director General for Economic Research of the Cabinet Office, and Minister of State for Economic and Fiscal Policy of the Cabinet Office. She currently teaches at the National Graduate Institute for Policy Studies and is in charge of important posts such as Deputy President of the Council for Regulatory Reform of the Cabinet Office and a member of the Government Tax Commission. The Company expects that Ms. Ota will, based on her extensive knowledge and deep insight, and high level of awareness against the macro perspective of public policy and economic policy, not only offer a range of viewpoints in the field of corporate culture and organizational culture reform, which is one of the most important challenges for the Mizuho Group,but also that she will make a significant contribution to the improvement of the corporate governance of the Company with her strong leadership and advanced coordination skills that she has displayed when formulating policies and managing viewpoints at a national level.
The term of office of all of the current directors (nine directors) will expire upon the close of the Shareholders Meeting. It is determined that, after the Company transforms into a Company with Committees, the majority of the Board of Directors will consist of directors who do not concurrently serve as executive officers, from the perspective of strengthening the supervisory function against the execution function. Together with the independent outside directors, these directors will include internal directors who do not also hold executive positions within our group in order to ensure effective supervision of the Board of Directors based on their unique expertise with respect to financial institutions.
By having three new individuals assume the position as outside director at the time the Company transforms into a Company with Committees, the Board of Directors is expected to consist of a total of 13 directors: 6 outside directors, 2 (internal) directors who do not concurrently carry out business operations such as executive officers, and 5 (internal) directors who concurrently serve as executive officers.
It is expected that the positions of the five directors concurrently serving as executive officers will be assumed by the Representative Executive Officer, the Head of Financial Control & Accounting Group, the Head of Risk Management Group, the Head of Compliance Group and the Head of Strategic Planning Group based on the content of the delegated roles thereof.
In order to clarify the supervisory function of the Board of Directors, the Chairperson of the Board of Directors will be separated from the Group CEO as the general executor of business operations, and in principle the Chairperson of the Board of Directors will be an outside director. Specifically, as explained in 2 above, Ms. Hiroko Ota is expected to become the Chairperson of the Board of Directors subject to approval at the meeting of the Board of Directors to be held following the Shareholders Meeting.
It will also become possible to establish the position of Deputy Chairperson as a person who will assist with the overall operation of the Board of Directors by the outside director Chairperson and it is expected that a director who does not concurrently serve as an executive officer would be appointed in such position.
The President and Representative executive officer will not be a member of the Nominating Committee or the Compensation Committee, and in principle all of the members of those committees will be outside directors (or at least directors who do not concurrently serve as executive officers), so it is expected that in principle the chairmen of those committees will be appointed among outside directors.
- (Note) Under the Companies Act, the Nominating Committee and the Compensation Committee must comprise of at least three directors, and the majority thereof must be outside directors.
In principle, the audit committee will consist of around five members, and effective auditing will be ensured by having at least one (internal) director who does not concurrently serve as an executive officer as a full-time Audit Committee member in addition to outside directors.
- (Note) Under the Companies Act, the Audit Committee must consist of at least three non-executive directors, and the majority of those must be outside directors, but a full-time audit committee member is not required.
As explained in 3 above, the members and Chairmen of the Three Committees are expected to be selected and appointed subject to approval at the meeting of the Board of Directors to be held following the Shareholder Meeting.
Executive officers who execute the important operations of the Company will be appointed from the President and Representative Executive Officer, and, in principle, the most senior staff who controls units, groups and departments under the instruction of the President and Representative Executive Officer. As explained in 4 above, 12 people are expected to be appointed as executive officers subject to approval at the meeting of the Board of Directors to be held following the Shareholders Meeting.
The Company established Corporate Secretariat on April 1, 2014 to support the governance system consisting mainly of outside directors and ensure the proper operation of the Board of Directors of the Company.
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