Mizuho Financial : Corporate Governance Report

Corporate Governance Report

CORPORATE GOVERNANCE	Mizuho Financial Group, Inc.

Last Update: July, 8, 2022

Mizuho Financial Group, Inc.

Masahiro Kihara, President & Group CEO Contact: Planning Administration Department 03-5224-1111(Phone)

Securities code: 8411 https://www.mizuhogroup.com/

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.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other

Basic Information

1. Basic Views

Mizuho is introducing the following initiatives to prevent further system failure incidents.

On November 26, 2021, MHFG and Mizuho Bank, Ltd., received a business improvement order from the Financial Services Agency of Japan, pursuant to the provisions of Article 52-33, Paragraph 1 and Article 26, Paragraph 1 of the Banking Act of Japan. In accordance with the order, MHFG and Mizuho Bank, Ltd., submitted a business improvement plan to the Financial Services Agency of Japan on January 17, 2022. We will continue to steadily implement our measures to prevent further incidents in accordance with the business improvement plan and thereby further enhance our multilayered system failure response capabilities. In addition, on November 26, 2021, Mizuho Bank, Ltd., received a corrective action order from the Ministry of Finance of Japan, pursuant to the provision of Article 17-2, Paragraph 1 of the Foreign Exchange and Foreign Trade Act of Japan, in regard to the performance of the confirmation obligations of banks under Article 17 of said act. Accordingly, Mizuho Bank, Ltd., formulated measures to improve operations and prevent further incidents, established an audit framework, undertook other initiatives in line with such order and submitted a report on these initiatives to the Ministry of Finance of Japan on December 17, 2021. Beyond the steady implementation of the measures to prevent further incidents, Mizuho Bank, Ltd., will reassess the causes for the system failures and build an appropriate structure for the internal management systems in relation to foreign exchange laws and regulations.

With respect to the main items related to the direct response to system failures, we have made progress to the point where, by the end of March 2022, we were able to establish prototype frameworks (such as frameworks for various inspections) based on the previous system failure cases and commence actual operations (such as understanding the actual situation of frontline offices and conducting appropriate personnel and resource allocation) based on the established frameworks. Going forward, we will work to expand these measures into the other domains of our business and continue optimize them during the implementation. In addition, with respect to our corporate culture and personnel-related measures on an organization-wide basis, we recognize the need to get the initiatives for the improvement thereof off the ground and to continue to work persistently until we achieve results.

We position the fiscal year ended March 31, 2023 as one in which we aim for stabilization and, as a whole, we will implement a series of initiatives while assessing their effectiveness, thereby allowing for the continuous implementation thereof in the fiscal year ended March 31, 2024 and subsequent fiscal years. Specifically, we

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will further clarify the framework for monitoring the status of the implementation of these initiatives, such as by specifying points to monitor for each layer (the first, second and third lines) will clarify the key topics and points to be discussed at the management level, and will conduct effective follow-ups thereafter. In addition, with respect to the measures to prevent further incidents, the implementation of many measures have commenced or will commence in and after April 2022. We will deepen discussions not only on the sufficiency(content) of such measures but also on the evaluation of their effectiveness and of the status of the implementation of these initiatives and on the additional responses thereto.

Mizuho will, once again, be more conscientious of our social role and public mission as a financial group and devote all of our energies on our commitment to a customer-focused mindset and the stabilization of our operations with the aim to be a company that is beneficial to our customers and society. All of our directors, executive officers and employees will make concerted efforts to become a company that is truly trusted by our customers and society.

Regarding the items of the business improvement order, the corrective action order, the report complying with the corrective action order, the business improvement plan, and the progress of the business improvement plan, please refer to our website for details.

The business improvement order and the corrective action order

"Regarding administrative actions by the Financial Services Agency and Ministry of Finance of Japan" (November 26, 2021) https://www.mizuhogroup.com/news/2021/11/20211126release_eng.html

The report complying with the corrective action order

"Submission of report complying with the corrective action order issued by the Ministry of Finance of Japan to Mizuho Bank, Ltd." (December 17, 2021) https://www.mizuhogroup.com/news/2021/12/20211217release_eng.html

The business improvement plan

"Submission of Business Improvement Plan" (January 17, 2022) https://www.mizuhogroup.com/news/2022/01/20220117release_eng1.html

The progress of the business improvement plan

"Convocation Notice of the 20th Ordinary General Meeting of Shareholders" https://www.mizuhogroup.com/binaries/content/assets/pdf/mizuhoglobal/investors/financial-information/stock- information/meeting20_1_eng.pdf

"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 :
  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;

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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-discipline and 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

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matters set out in items 1 through 3, the Company is to actively adopt operations and practices that are 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.mizuhogroup.com/who-we-are/governance/governance/g_report#guideline.

Reasons for Non-compliance with the Principles of the Corporate Governance Code

We are implementing all the principles of the Corporate Governance Code.

Disclosure Based on the Principles of the Corporate Governance Code

[Supplementary Principle 1.1.1] (Analysis of reasons and causes for opposition to the company's proposal)Taking seriously the considerable number of votes casted against the proposal for the appointment of some directors at the Ordinary General Meeting of Shareholders held on June 21, 2022, MHFG will analyze the reasons and causes of the opposition and consider necessary actions.

[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

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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 slump or there are less than the required number of 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.mizuhogroup.com/who-we-are/governance/governance/structure/hold.

[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.

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