Mizuho Financial Group: Shareholder Proposal re Disclosure of Director Training Policy for the Second Year in a Row

Mizuho Financial Group’s proxy materials this year contain the same shareholder proposal as last year, asking for a change in the Articles to require the company to disclose its company policy and actions regarding board training. Last year this proposal was approved by 29% of voting shareholders,which seems to have been the 4th or 5th highest support ratio among all shareholder proposals in Japan that year. Management opposes the proposal.

Proposal 9: 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 regarding officer training provided by the Company and its consolidated subsidiaries 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 the convocation notice of a general meeting of shareholders, and the information contained in the report required by the Tokyo Stock Exchange, Inc. to be disclosed are not sufficient to determine whether or not each candidate is an appropriate person to become 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, including the prevention of scandals, 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 that constitute the majority of the candidates, is not clear. Therefore, the disclosure of the officer training policy on the Company’s website (at least as to whether officer training by a disinterested party is to be conducted or not) can reassure shareholders in their selection and will reassure customers as well. 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.


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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