UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrant’s name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8176
Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-233354) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 29, 2022 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Makoto Umemiya | |
| Name: Makoto Umemiya | ||
| Title: Senior Executive Officer / Group CFO | ||
March 29, 2022
Mizuho Financial Group, Inc.
Changes of Directors
Mizuho Financial Group, Inc. hereby announces director candidates at the 20th General Meeting of Shareholders as follows.
Members of the Board of Directors
| (1) | Members of the Board of Directors Candidates (to be considered at the ordinary General Meeting of Shareholders of MHFG in June 2022 (“The Shareholders Meeting”)) |
| Tatsuo Kainaka | (Reappointment, Outside Director) | |
| Yoshimitsu Kobayashi | (Reappointment, Outside Director) | |
| Ryoji Sato | (Reappointment, Outside Director) | |
| Takashi Tsukioka | (Reappointment, Outside Director) | |
| Masami Yamamoto | (Reappointment, Outside Director) | |
| Izumi Kobayashi | (Reappointment, Outside Director) | |
| Seiji Imai | (Reappointment) | |
| Hisaaki Hirama | (Reappointment) | |
| Masahiro Kihara* | (New appointment) | |
| Makoto Umemiya* | (Reappointment) | |
| Motonori Wakabayashi* | (Reappointment) | |
| Nobuhiro Kaminoyama* | (Reappointment) | |
| Total of 12 candidates | ||
| (Note) Asterisks indicate directors expected to concurrently serve as Executive Officers. | ||
| (2) | Members of the Board of Directors scheduled to resign |
(Effective as of April 1, 2022)
| Tatsufumi Sakai | (Currently Member of the Board of Directors) |
(Effective in late June 2022)
| Yasuhiro Sato | (Currently Member of the Board of Directors, Chairman (Kaicho)) |
(Note) The resignation of Mr. Tatsufumi Sakai and Mr. Yasuhiro Sato was announced on November 26, 2021. |
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| (3) | Chairperson of the Board of Directors (to be considered at the Board Meeting to be held following The Shareholders Meeting) |
| Appointee as Chairperson | ||||
Izumi Kobayashi
| (4) | Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting) |
| Nominating Committee | ||||
| Chairperson | Tatsuo Kainaka | (Outside Director) | ||
| Member | Yoshimitsu Kobayashi | (Outside Director) | ||
| Member | Takashi Tsukioka | (Outside Director) | ||
| Member | Masami Yamamoto | (Outside Director) | ||
| Member | Izumi Kobayashi | (Outside Director) | ||
| Compensation Committee | ||||
| Chairperson | Masami Yamamoto | (Outside Director) | ||
| Member | Tatsuo Kainaka | (Outside Director) | ||
| Member | Takashi Tsukioka | (Outside Director) | ||
| Audit Committee | ||||
| Chairperson | Takashi Tsukioka | (Outside Director) | ||
| Member | Tatsuo Kainaka | (Outside Director) | ||
| Member | Ryoji Sato | (Outside Director) | ||
| Member | Hisaaki Hirama | |||
| Risk Committee | ||||
| Chairperson | Hisaaki Hirama | |||
| Member | Izumi Kobayashi | (Outside Director) | ||
| Member | Rintaro Tamaki | (Outside Expert) | ||
| Member | Hiroshi Naka | (Outside Expert) | ||
| System Failure Response Evaluation Committee | ||||
| Chairperson | Tatsuo Kainaka | (Outside Director) | ||
| Member | Ryoji Sato | (Outside Director) | ||
| Member | Takashi Tsukioka | (Outside Director) | ||
| Member | Izumi Kobayashi | (Outside Director) | ||
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| (5) | Brief Personal Record of Newly Nominated Member of the Board of Directors |
| Name | Masahiro Kihara | |||
| Business Experience | Apr. 2022
| President & Group CEO
Mizuho Financial Group, Inc. (scheduled)
| ||
| Feb. 2022 | President & Group CEO
Head of Global Products Unit
Mizuho Financial Group, Inc. (current) | |||
| Apr. 2021 | Managing Executive Officer*
Head of Global Products Unit
Deputy Head of Corporate & Institutional Company
Deputy Head of Global Corporate Company
Mizuho Financial Group, Inc.
* Senior Executive Officer from Jul. 2021 (Due to the integration of executive titles)
Managing Executive Officer
Head of Global Corporate Division
Head of Global Products Unit
Mizuho Bank, Ltd. | |||
| Apr. 2020 | Managing Executive Officer
Deputy Head of Strategic Planning Group
Deputy Head of Financial Control & Accounting Group
Mizuho Financial Group, Inc.
Managing Executive Officer
Head of Strategic Planning Group
Head of Financial Control & Accounting Group (Head of Global Finance)
Mizuho Securities Co., Ltd. | |||
| Apr. 2019 | Executive Officer
Joint Head of Financial Control & Accounting Group
Joint Head of Global Finance
Mizuho Securities Co., Ltd. | |||
| Apr. 2018 | Executive Officer
General Manager of Financial Planning Department
Mizuho Securities Co., Ltd. | |||
| Apr. 2017 | Executive Officer
General Manager of Risk Management Department
Mizuho Securities Co., Ltd. | |||
| Jan. 2014 | Project Manager
Risk Governance Enhancement Project Team
Mizuho Financial Group, Inc. | |||
| Apr. 2011 | General Manager of Americas Department Risk Management Division
Mizuho Corporate Bank Ltd. | |||
| Apr. 1989 | Joined our group | |||
| Education | Jun. 1995
Mar. 1989 | LLM, Duke University School of Law
Graduated from Bachelor of Law, Hitotsubashi University | ||
| Date of Birth | Aug. 21, 1965 | |||
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Reference: Mizuho Financial Group’s approach to Board of Directors membership candidacy
| • | The composition of Mizuho Financial Group’s Board of Directors |
Mizuho Financial Group believes that, in addition to conducting strategic direction within the group, it is important for our Board of Directors to appropriately fulfill the role of supervising the implementation of governance functions across the group and across subsidiaries under group management. As such, our Board of Directors is composed of an appropriate balance of internal directors who have insight into the group’s business model, and outside directors who possess complex and diverse perspectives that we may not have within the group.
Since the Mizuho Financial Group Board of Directors must conduct appropriate supervision of how governance functions are implemented at subsidiaries, as a general rule, the President & CEO of a subsidiary may not concurrently serve on the Mizuho Financial Group Board of Directors while holding their post as President & CEO. However, the Board ensures greater effectiveness through efforts such as communicating closely with those holding top positions at our primary subsidiaries.
| • | Approach to considering candidates for membership of the Board of Directors |
The criteria for appointing a director is established in the Corporate Governance Guidelines*, and includes consideration of the supervisory role Mizuho Financial Group fulfills in its capacity as the holding company, as mentioned above. Regarding candidates for outside director positions, we primarily consider those in senior management roles who have expertise in areas including finance, financial control, accounting, law, and technology, and who we can expect to successfully carry out supervisory functions from both a global and sustainable perspective.
Candidates for internal director positions must be capable of the appropriate execution of group business management, and must have insight into financial operations, financial regulations, and Mizuho’s business model.
* Corporate Governance Guidelines:
https://www.mizuhogroup.com/binaries/content/assets/pdf/mizuhoglobal/who-we-are/governance/governance/g_report/g_guideline-202104.pdf
| • | Initiatives to further secure expertise and diversity |
In response to factors including the series of IT system failures, we are working to secure even greater expertise and diversity among our Board of Directors in order to further ensure the perspective of further enhancing the supervisory functions for the entire group.
Specifically, regarding Mizuho Bank, the following personnel decisions will be implemented on April 1, 2022. In the interest of strengthening the governance functions of operating entities, we will invite external talent with outstanding knowledge of customers’ viewpoints and IT areas to become a director.
From the standpoint of strengthening the expertise of the Risk Committee, Mizuho Financial Group too will advance further initiatives such as utilizing external knowledge.
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