The results of voting on the 10 shareholder proposals submitted to Mizuho Financial Group's AGM have been been disclosed. In asignificant turn of events, no less than seven of the 10 proposals submitted by shareholders were supported by at least 23% of shareholders. Within that group, the highest support ratio (28%) was for the proposal that would have required Mizuho FG to disclose its policy with respect to director training, and actions taken to execute that policy each year.
Mizuho FG's board had opposed the proposal, which would only have required disclosure. To read the full proposal as well as management's to it (based on the translation by Mizuho), please see: http://bdti.or.jp/english/node/448 .
Unfortunately, the English translation by Mizuho FGis poor, and even seems to reflect a lack of understanding about corporate governance, inasmuch as the title line uses the word officers instead of all board members or directors and statutory auditors. This is strange because it misleads about the content of the proposal, and implies that under the Company Lawthere are legally valid executive officer positions held by persons who are not board members, which is not the case for Mizuho FG.
When one considers that the foreign shareholder percentage at Mizuho FG fell about 5% (from 24.29% to 19.22%) over the last year, these high support levels seem to indicate an increase in the number of domestic investors who supportthe thrust ofthese proposals.
The shareholder proposals that received voting support in excess of 10% are listed below. (As readers know, in most other major markets, when a shareholder proposal which is opposed by management receives in excess of 20% support, it is usually consideredavictory for the dissident shareholders, because the strong message sent by shareholders often forces the board and management to take some sort of action in response.
Voting Result by Proposal #
#7 About Disclosure of Policy and Actions Regarding Director Training 28% (ISS approved)
#11 Prohibition on Considering a Blank Proxy Card as Approval of the Company's Proposal and Disapproval of
Shareholder Proposals 27% (ISS approved)
#6 Exercise of Voting Rights of Shares Held for Strategic Reasons (requiring use of proxy advisors) 27% (ISS approved)
#8 Disclosure of Compensation Paid to Each Officer 27% (ISS approved)
#10 Relaxing Restrictions on the Number of Letters that Can be Used in a Shareholders' Proposal 26% (ISS approved)
#12 Separation of Chairman and CEO at the Board of Directors Meeting 24% (ISS approved)
#13 Establishment of Liason for Whistle-Blowing on the Board of Corporate Auditors 23% (ISS approved)
#5 Evaluation of Stock in Case Where Company Has an Interest 11% (ISS opposed)
#8 Disclosure of Compensation Paid to Each Officer 11% (ISS opposed)
Convocation Notice for the General Meeting(includingfull text of proposals, and response by Mizuho FG's board)
http://www.mizuho-fg.co.jp/english/investors/stock/pdf/meeting10_eng.pdf
Results of the Exercise of Voting Rights at the General Meeting
http://www.mizuho-fg.co.jp/english/investors/stock/pdf/extra_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.