Mizuho FG: Shareholder Proposal Requiring Disclosure of Policy and Actions Taken (if Any) to Train Board Members

A shareholder has submitted a proposalto Mizuho Financial Group that would require it to discloseabout its policy(if it has any)and any actions taken to train its own board members.Mizuho's own translation follows:

Proposal 7: Partial amendment to the Articles of Incorporation (Concerning disclosure of policy and results of officer training)

1. Outline of Proposal

It is proposed that the following provision be added to the Articles of Incorporation:

The policy, contents and results of the training provided by the Company and its consolidated subsidiaries for their officers shall be disclosed on the Company’s website.

2. Reasons for Proposal

The brief personal records of candidates for Directors and Corporate Auditors described in a convocation notice of a general meeting of shareholders are not sufficient to determine whether or not each candidate is an appropriate person for Director or Corporate Auditor in selecting the Directors and Corporate Auditors. Monitoring and supervising the Company as a whole is different from executing business in each department, and for the performance of officers’ duties, it is necessary to be well-acquainted with the officers' obligations and the general business including areas of inexperience. The level of such knowledge and the attitude held by, not only candidates for outside officer, but also candidates inside the Company constituting the majority of the candidates, is not clear. Therefore, the disclosure of the officer training on the Company’s website as to its policy (the persons to receive training, the time when training is to be given and the type of training),contents (training details, training period and training provider) and results (persons who received and did not receive the training) can make shareholders reassured in their selection.

In addition, the Company’s responsibility is limited only to the duty of disclosure, thereby putting fewer burdens on the Company.

・Opinion of the Board of Directors of the Company

The Board of Directors of the Company opposes this proposal.

The Board of Directors also recognizes that Directors and Corporate Auditors of the Company are required to have broad knowledge and attitudes as officers in order to perform their duties, and believes that such broad knowledge and attitudes as officers should be gained through experiencing various kinds of duties, etc.

When selecting candidates for Directors and Corporate Auditors, the Board of Directors determines as the candidates, persons whom it concludes to be appropriate as Directors and Corporate Auditors of the Company, based upon due consideration of the knowledge and experience, etc., required for officers, including knowledge of general business, as well as wide-ranging insight and a high degree of expertise gained through duties experienced inside and outside the Company.

After this, the information necessary for shareholders in their selection is appropriately provided in reference materials for ordinary general meetings of shareholders in accordance with laws and regulations.

Accordingly, the Board of Directors is of the opinion that it is unnecessary to add the proposed provision to the Articles of Incorporation.

English Notice of Convocation:

http://www.mizuho-fg.co.jp/english/investors/stock/pdf/meeting10_eng.pdf

Japanese Notice of Convocation:

http://www.mizuho-fg.co.jp/investors/stock/pdf/callnotice_10.pdf

The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.

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