Mizuho Financial : Corporate Governance Report

Mizuho Financial Group, Inc.

Corporate Governance

Last updated: July 9, 2021

Mizuho Financial Group, Inc.

President & CEO

Tatsufumi Sakai For inquiry: Planning Administration Department 03-5224-1111(Phone)

Stock code number: 8411

URL: https://www.mizuho-fg.com/index.html

The following summarizes matters related to corporate governance of Mizuho Financial Group, Inc. ("MHFG" or "we") as required to be disclosed pursuant to Japanese disclosure rules.

I. Our basic corporate governance policy, basic information on capital structure, corporate attribution and

others

1. Corporate governance policy

In response to the system failures at our subsidiary, Mizuho Bank, that occurred several times from February to March 2021, and in consideration of the suggestions made by our System Failure Special Investigative Committee in June 2021, our group will make a concerted effort to enhance the Multi-layered Capabilities for Failure Response through strengthening the functions of "System" and"Customer Response and Crisis Management" as well as promoting cross-departmental coordination in a flexible manner. By aiming to realize the Multi-layered Capabilities for Failure Response and by resolving the fundamental issues for our group as a whole that underlie the issues relating to functions of "System" and "Customer Response and Crisis Management," our group will strive to achieve sustainable growth for both the organization and its individual constituents.

To ensure effective implementation of the above measures, our group has established a System Failure Improvement Promotion Committee at Mizuho Financial Group and Mizuho Bank, chaired by the President & Group CEO and the President & CEO of Mizuho Bank, respectively. In addition, the Board of Directors of MHFG has established System Failure Response Evaluation Committee, comprised of external directors only, which will supervise the implementation of preventive measures and monitor the issue going forward. Moreover, at Mizuho Bank, the Board of Directors has established another evaluation committee. Such committee is composed of both external and internal directors and will oversee implementation status of the preventive measures.

Our group will, once again, be more aware of the social role and public mission of our group as a financial group and devote all of our group's energies to creating a customer-focused mindset and stabilizing business operations with the aim to be a company that is beneficial to the customers and society. With the strong determination to prevent similar failures from occurring, all of the directors, executive officers and employees of our group will, taking this failure as a turning point, make concerted efforts to become a "stronger organization" and become a company that is truly trusted by society.

"Mizuho's Corporate Identity," which is composed of Corporate Philosophy, Vision and the Mizuho Values, serves as the concept that forms the basis of Mizuho's business activities.

• Corporate Philosophy: Mizuho's fundamental approach to business activities, based on the raison d'etre of Mizuho
  Mizuho, the leading Japanese financial services group with a global presence and a broad customer base, is committed to :

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Providing customers worldwide with the highest quality financial services with honesty and integrity; Anticipating new trends on the world stage; expanding our knowledge in order to help customers shape their future;

Growing together with our customers in a stable and sustainable manner; and

Bringing together our group-wide expertise to contribute to the prosperity of economies and societies throughout the world.

These fundamental commitments support our primary role in bringing fruitfulness for each customer and the economies and the societies in which we operate. Mizuho creates lasting value. It is what makes us invaluable.

• Vision: Mizuho's vision for the future, realized through the practice of "Corporate Philosophy"
  The most trusted financial services group with a global presence and a broad customer base, contributing to the prosperity of the world, Asia and Japan.
• 1. The most trusted financial services group
  2. The best financial services provider
  3. The most cohesive financial services group
• Mizuho Values: The shared values and principles of Mizuho's people, uniting all executives and employees
• 1. Customer First: The most trusted partner lighting the future
  2. Innovative Spirit: Progressive and flexible thinking
  3. Team Spirit: Diversity and collective strength
  4. Speed: Acuity and promptness
  5. Passion: Communication and challenge for the future

We define "Mizuho's Corporate Identity," form a basic management policy and strategies for our entire group based on that basic policy, have each company in our group work together and promote such group strategy. Thus we operate Mizuho's business giving due regard to creating value for diverse stakeholders and realize improved corporate value through continuous and stable corporate growth. As a result, we fulfill our social role and mission by contributing to internal and external economic and industrial development and prosperity of society.

For that purpose, we, as a holding company, play an active role in the management of our group; take on a planning

function with respect to strategies and policies of our group and a controlling function with respect to each company

of our group as part of its business management; establish a corporate governance system consisting of the Board of Directors at its core, which has received the mandate of the shareholders; and ensure that self-disciplineand accountability of management of our group is fully functioning.

We have adopted a Company with Three Committees in order to realize the basic policy regarding our corporate governance system shown below:

1. Secure the effectiveness of corporate governance by ensuring the separation of supervision and management and making supervision of the management such as the execution of duties, etc., by executive officers the primary focus of the Board of Directors.
2. Make it possible for the management to make swift and flexible decisions and realize expeditious corporate management by the Board of Directors' delegating decisions on business execution to executive officers.
3. Utilize committees, etc., comprising mainly of outside directors who are independent from the management of Mizuho, and secure transparency and fairness in decision-making processes and the effective supervision of the management.
4. In the course of designing the organizations, etc., comprising the corporate governance system that realizes matters set out in items 1 through 3, the Company is to actively adopt operations and practices that are

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recommended at a global level regarding corporate governance as well as compliance with Japanese and foreign laws and regulations as a financial group expanding across the globe.

Regarding the fundamental perspectives, framework and governing policies of our corporate governance system (Board of Directors, Directors, Nominating Committee, Compensation Committee, Audit Committee, voluntary committee, etc., Mizuho's group governance and our advisor system), we have established the "Corporate Governance Guidelines" as high-level regulations superseded only by the Articles of Incorporation. For your reference, we put it on our website at https://www.mizuho-fg.com/company/structure/governance/g_report.html#guideline.

[Reasons for not implementing each principle of our corporate governance policy]

We are implementing all the principles of the Corporate Governance Code before the revision which took effect in June 2021. This report is also based on the revised Corporate Governance Code, except for some principles. We will promptly submit the "Corporate Governance Report" based on all the contents of the revised Corporate Governance Code as soon as it is ready.

[Principle 1.4] (Cross-Shareholdings)

"Policy Regarding Mizuho Financial Group's Cross-shareholdings of Other Listed Companies"

• As a basic policy, unless we consider these holdings to be meaningful, MHFG and the Three Core Companies* will not hold the shares of other companies as cross-shareholdings. This reflects factors including the changes in the environment surrounding Japan's Corporate Governance Code and the potential impact on our financial position associated with stock market volatility risk.
• We consider cross-shareholdings to be meaningful if they contribute to the maintenance and improvement of the corporate value of issuers and the Mizuho group based on their growth potential, outlook, or revitalization perspectives or as a result of studies on present and future economic feasibility and profitability.
• We will regularly and continually examine whether shares held as cross-holdings are meaningful, and we will dispose of holdings determined to be deficient in meaning with due regard to the impact on the market and other matters. Through dialogue with the issuing companies, we will also reduce even those holdings we consider to be meaningful.

"Standards Regarding the Exercise of Voting Rights Associated with Cross-shareholdings"

• MHFG and the Three Core Companies will exercise voting rights after comprehensive consideration of whether an issuing company has established effective corporate governance and is making appropriate decisions to improve its corporate value over the medium to long term. We will also consider any impact to our own corporate value. Further, if we are unable to agree on proposals made by issuing companies, we may consider disposing of our share holdings.
• We will consider specific proposals through dialogue with the issuing companies and studies conducted by our own specialized departments. In particular, when proposals such as those listed below could affect corporate value or shareholder interests, we will decide on the exercise of voting rights after comprehensive consideration of the purposes of the proposals and the issuing company's approach to improving corporate value.
• • Proposals to re-elect directors and auditors, grant retirement benefits, pay bonuses and increase compensation amounts when an issuing company has posted a loss or paid no dividends for a certain period of time, or a corporate scandal has occurred.
  • Proposals to re-elect representative directors when profit on capital is going through a long-term

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slump or there are less than two independent directors after convening a general meeting of shareholders.

• Proposals to appropriate retained earnings when there are ongoing low dividend distributions or when such proposals, if resolved, may adversely affect financial soundness.
• Proposals to adopt or continue anti-takeover measures.
• Proposals for reorganization such as through a merger.
• Proposals for capital strategies, including issuing new shares.
• Proposals to grant stock options to dilute overall shares.
• Proposals to change articles of incorporation that may impact shareholder value.
• Proposals based on shareholder proposals.

*: "Three Core Companies" refers to Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd. (the same applies hereinafter)

MHFG has published an overview of assessment results of cross-shareholdings on its website at https://www.mizuho-fg.com/company/structure/governance/structure/hold.html.

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[Principle 1.7] (Related Party Transactions)

When MHFG engages in transactions with its directors or major shareholders (i.e., related-party transactions), in order to ensure that such transactions do not harm the interests of the Company or the common interests of its shareholders, MHFG has established the following system:

• As a result of a resolution of the Board of Directors, MHFG has established the "Mizuho Code of Conduct" and the "Compliance Manual" to prohibit conflicts of interest conduct, bribery of shareholders in relation to exercise of their rights, and favors to shareholders, and to disseminate and ensure compliance with an arm's-length relationship in related-party transactions. The Board of Directors, Audit Committee, Executive Management Committee and the President & CEO receive reports and perform monitoring, with respect to the status of compliance, etc., periodically and as necessary.
• When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest, MHFG has expressly provided in the "Regulations of the Board of Directors," which was established as a result of a resolution of the Board of Directors, that such transactions are matters subject to approval by the Board of Directors, which are monitored at the Board of Directors through approval of or report on each actual transaction and audited at the Audit Committee pursuant to the "Audit Policies of the Audit Committee."
• When directors or executive officers engage in transactions in the line of business of MHFG or transactions that have conflicts of interest and the Board of Directors approves the matters, the legal risk department of MHFG conducts legal review. Additionally, the legal risk department also conducts legal review, as necessary, on matters concerning transactions between MHFG and its group company.

[Principle 2.6] (Roles of Corporate Pension Funds as Asset Owners)

Our group has established "Mizuho Corporate Pension Fund" (the "Fund"), a corporate pension fund system. In order to demonstrate the expected functions as an asset owner, we are striving to fulfill this responsibility through filling prominent positions of the Fund with personnel with expertise in fund management and other pension related areas.

Moreover, along with announcing that the Fund accepted "Principles for Responsible Institutional Investors (the Japanese version of Stewardship Code)", the Fund has implemented specific guidelines to fulfill the responsibilities thereof and disclosed the same.

Also, with regards to preventing conflicts of interest between MHFG and subscribers/beneficiaries of the Fund, we ensure that these are managed appropriately by fulfilling the fiduciary duties as provided in the Defined- Benefit Corporate Pension Act.

[Principle 3.1] (Full Disclosure)

1. Our group has established and published its corporate philosophy. For "Mizuho's Corporate Identity," see "I. 1. Corporate governance policy. In addition, MHFG has also published the business plan on its website at https://www.mizuho-fg.com/release/20190515release_eng.html
2. Regarding the fundamental perspectives, framework and governing policies of our corporate governance system (Board of Directors, Directors, Nominating Committee, Compensation Committee, Audit Committee, voluntary committees, etc., Mizuho's group governance, and our advisor system), we have established the "Corporate Governance Guidelines" as high-level regulations superseded only by the Articles of Incorporation. For your reference, it is available on our website at https://www.mizuho-fg.com/company/structure/governance/g_report.html#guideline.
3. The Compensation Committee has established its policies and procedures for the Board of Directors to determine compensation for directors and executive officers in "II. 1. The disclosure of policies determining the amount of

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