Reason for appointment as outside directors

Outside directors and reason for their appointment

 

Name	Yoshimitsu Kobayashi
Reason for appointment and summary of expected roles	In addition to serving as Representative Director, Member of the Board, President and Chairperson of Mitsubishi Chemical Group Corporation, he has served as Chairperson of Japan Association of Corporate Executives, a member of the Council on Economic and Fiscal Policy, a member of the Industrial Competitiveness Council, a member of the Council for Science, Technology and Innovation and Chairman of the Council for Promotion of Regulatory Reform, among others. Currently, among others, he is actively performing the role of Chairman of the Board of Directors of Tokyo Electric Power Company Holdings, Inc.. As a senior executive of a global corporation which has diverse business operations, he has practiced sustainability management from early in his career and has deep insight in corporate governance. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.
Activities on the Board of Directors and committees	By leveraging his broad experience as a senior executive and deep insight about the environment, society and corporate governance, he provides opinions and suggestions on the composition of the Board of Directors of Mizuho Financial Group and its subsidiaries for enhancement of corporate governance of the group at the Nominating Committee. In addition, at the Board of Directors Meeting, he played an appropriate role in performing the supervisory functions by, among other matters, providing opinions on training on the frontlines from the point of view of increasing the effectiveness of business continuity management systems, and opinions and suggestions on personnel development in light of medium- to long-term business strategy and development of global business.

 

Name	Ryoji Sato
Reason for appointment and summary of expected roles	As he has served in positions such as Chief Executive Officer (CEO) of Deloitte Touche Tohmatsu LLC and Chairman of the Audit Committee of Toshiba Corporation, and he is currently active as a certified public accountant, he has auditing experience of various companies, including financial institutions, and experience of participating in the global management as the head of organizations who leads various lines of business, backed by his high level of expertise in finance and accounting. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management.
Activities on the Board of Directors and committees	By leveraging his deep insight and high level of expertise in finance, accounting and internal control systems, backed by his experience as Chief Executive Officer (CEO) of an audit firm and extensive experience as a certified public accountant, he provides opinions and suggestions at the Audit Committee on, among others, the desirable form of accounting audit that takes into account international trends, and development of specialists. In addition, at the Board of Directors Meeting, he played an appropriate role in performing the supervisory functions by, among other matters, providing opinions and suggestions on such matters as the importance of growth strategies and financial targets which take into consideration the improvement of corporate value, and business operations and communications leading to maintenance and improvement of employees' motivation.

 

Name	Takashi Tsukioka
Reason for appointment and summary of expected roles	As he has served as Representative Director, President and Chief Executive Officer, and Chairman and Representative Director of Idemitsu Kosan Co., Ltd. and President of Petroleum Association of Japan, he has extensive knowledge and expertise pertaining to sustainability as a senior executive of a global corporation in the energy industry, and has extensive experience concerning transformation through corporate mergers and other means, risk management such as crisis management and engagement of employees who have diverse values. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.
Activities on the Board of Directors and committees	By leveraging his extensive experience as a senior executive and deep insight in organizational management, as Chairman of the Audit Committee, he leads active discussion on various themes regarding audit, in addition to endeavoring to understand the state of affairs by communicating actively with directors, executive officers and employees in the group. In addition, at the Board of Directors Meeting, based on his experience as a senior executive, he played an appropriate role in performing the supervisory functions by, among other matters, providing opinions and suggestions on communication strategies with respect to stakeholders from the point of view of contributing to the vitality of the organization, the process of formulating and disseminating Mizuho's Corporate Identity, business strategies leading to gaining customers' trust, fiduciary duty and the role as a main bank.

 

Name	Kotaro Ohno (New appointment)
Reason for appointment and summary of expected roles	He has served in positions such as Vice-Minister of Justice, Superintending Prosecutor and Prosecutor-General, and he is currently active as an attorney-at-law. In addition, having served as the chairperson of the nominating committee and the audit committee as an outside director of other companies, he has extensive knowledge and expertise in organizational management and corporate governance as well as expertise in legal affairs and crisis management. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management. Although he has not previously been engaged in management of a company other than in his career as an outside director and outside audit & supervisory board member, we believe he will fulfill the duties of an outside director of Mizuho Financial Group appropriately due to the reasons stated above.

 

Name	Masami Yamamoto
Reason for appointment and summary of expected roles	After serving as the Representative Director, President and the Representative Director, Chairman of Fujitsu Limited, he is currently active as Director, Senior Advisor of this company, and through his extensive experience as a senior executive of a global IT corporation, he has extensive knowledge concerning the IT industry and experience of serving in managerial positions at an organization with high specialty such as engineers. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.
Activities on the Board of Directors and committees	By leveraging his extensive experience as a senior executive and his deep insight and expertise in the field of technology, as Chairman of the Compensation Committee, he provides opinions and suggestions on, among other matters, the desirable executive compensation system that takes into account international trends, and leads discussion with respect to the decision on executive compensation. In addition, at the Board of Directors Meeting, he played an appropriate role in performing the supervisory functions by, among other matters, providing opinions and suggestions on the importance of system subsidiaries in the business strategies of the group, utilization of IT aiming at stable operation of business and productivity improvements, etc., and human resource systems and operations and the securing and training of personnel, leading to higher employee motivation.

 

Name	Hiromichi Shinohara (New appointment)
Reason for appointment and summary of expected roles	In addition to having served as CTO, CISO, Senior Executive Vice President and Chairman of the Board (Kaicho) and Chairman of the Board of Directors of Nippon Telegraph and Telephone Corporation, he is actively performing the roles of Vice Chair and Chair of Committee on Digital Economy of Keidanren (Japan Business Federation), a member of the Council for Science, Technology and Innovation of Cabinet Office. Through his extensive experience as a top executive in corporate management and research and development, he has expert knowledge in corporate governance and technology, as well as a high level of expertise in human resource development, and the creation of a sustainable society through the use of technology. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.

 

Name	Izumi Kobayashi
Reason for appointment and summary of expected roles	As she has served as President and Representative Director of Merrill Lynch Japan Securities Co., Ltd. (current BofA Securities Japan Co., Ltd.), and Executive Vice President of the Multilateral Investment Guarantee Agency of the World Bank Group, she has extensive experience as heads of global organizations known for its diversity and deep insight in the field of finance, sustainability and risk governance and other fields. We propose to appoint her as an outside director based on our conclusion that she will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.
Activities on the Board of Directors and committees	By leveraging her extensive experience as a senior executive and her deep insight and expertise in the field of finance and sustainability, at the Board of Directors Meeting, she provides opinions and suggestions that take into consideration the broad array of stakeholders, among others, the significance of holding the shares of other companies as cross – shareholdings, dissemination of Mizuho's Corporate Identity, fiduciary duty and sustainability activities. In addition, as the Chairman of the Board of Directors, she demonstrated her excellent skills and played an appropriate role in performing the supervisory functions by, among other matters, endeavoring to understand the circumstances surrounding us by communicating with directors, executive officers and employees of Mizuho Financial Group, including the President & Group CEO, full-time members of the Audit Committee, members of the Board of Directors of subsidiaries and investors, etc., and leading various discussions at the Board of Directors Meeting.

 

 

Name	Yumiko Noda (New appointment)
Reason for appointment and summary of expected roles	After having worked at financial institutions and consulting firms, and having served as Deputy Mayor of Yokohama City, she has been actively performing the roles of President and Representative Director, and, currently, Chairman and Representative Director, of Veolia Japan K.K., and, furthermore, has also been appointed to Vice Chair of Keidanren at the end of May this year. She has demonstrated leadership in diverse organizations, and through her extensive experience as a senior executive of a global corporation in the environmental services business, she has a wealth of experience and knowledge in sustainability and deep insight in financial fields including PFI. We propose to appoint her as an outside director based on our conclusion that she will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management.