Mizuho Financial Group, Inc. (the "Company") hereby announces that the Company's Compensation Committee resolved, at the meeting held on May 15, 2015, to revise the current compensation system for directors (excluding outside directors), executive officers as defined in the Companies Act and executive officers as defined in our internal regulations (collectively, the "Executive Officers") of the Company, as well as directors (excluding outside directors), and executive officers as defined in our internal regulations of the Company's subsidiaries, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd., to newly introduce a new performance–based stock compensation program using a trust (the "Program"). The Company will discontinue the current stock option program along with the introduction of the Program, and will not issue new stock options hereafter. Also, the Mizuho Financial Group Compensation Policy (PDF/53KB)was revised as set forth in the Appendix hereto.
The Company will announce the details of the Program, such as the time that the trust will be established, the time that the shares will be acquired and the total number of shares to be acquired, when they have been determined.
- Purpose of the Program
The Company has adopted a company with a nominating committee, etc. system for its governance structure and, accordingly, the Company's Compensation Committee determines the compensation of directors, and executive officers as defined in the Companies Act. Since the Company operates its business giving due regard to creating value for diverse stakeholders and realizing improved corporate value through the continuous and stable growth of the Company Group (defined below) pursuant to the Company's basic management policy defined under the Mizuho Financial Group's Corporate Identity, as of the date hereof, the Company's Compensation Committee resolved to revise the compensation system for directors, Executive Officers to one with an increased percentage of variable compensation, and therefore, will introduce performance payments and performance–based stock compensation that will function as an incentive for each director, Executive Officer to exert maximum effort in performing his or her duties, and also as consideration for such exertion of effort.
Consequently, the compensation for directors and Executive Officers of the Company, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd. (the "Company Group") will comprise of "basic salaries," being fixed compensation, and "performance payments" and "performance–based stock compensation," being variable compensation.
- Scope of the Program
The Program will apply to directors (excluding outside directors) and Executive Officers of the Company, as well as directors (excluding outside directors) and executive officers as defined in our internal regulations of the Company's subsidiaries, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd. (the "Company Group Officers").
- Outline of the Program
The Program will adopt the Board Benefit Trust ("BBT") framework. Under the BBT, the Company's shares on the stock market will be acquired through a trust established based on the underlying funds contributed by the Company (*), and the Company's shares will be distributed to the Company Group Officers in accordance with the Rules on Distribution of Shares to be prescribed in advance. The number of the Company's shares to be distributed to the Company Group Officers will be determined pursuant to a performance evaluation based on the annual business plan.
In light of domestic and overseas regulations and guidelines, etc., pertaining to compensation for directors and Executive Officers, a structure will be introduced for the distribution of the Company's shares under the Program, whereby the distribution will be deferred over three years, and the deferred portion will be subject to reduction or forfeiture depending on certain factors, including the performance of the Company Group or the relevant directors and Executive Officers.
Voting rights related to the Company's shares belonging to the trust assets under the trust shall not be exercised.
- (*)Each company in the Company Group (excluding the Company) will reimburse the Company according to the distribution of the Company's shares to its own Company Group Officers.
- Structure of the Program (as scheduled)
(1)The Company resolves to introduce the Program at the Compensation Committee meeting. Further, each company in the Company Group (excluding the Company) will obtain the approval of directors' compensation by a resolution of the shareholders' meeting with regard to the introduction of the Program.
(2)Each company in the Company Group will establish the Rules on Distribution of Shares pertaining to the compensation for directors and Executive Officers with regard to the introduction of the Program.
(3)The Company will entrust money based on the Compensation Committee's resolution described in (1) above (the trust established by such entrustment, the "Trust"). Each company in the Company Group (excluding the Company) will reimburse the Company according to the distribution of the Company's shares to its own Company Group Officers.
(4)The Trust will acquire shares of the Company from the stock market using the money entrusted in (3) above.
(5)The Company Group will grant evaluation points to the Company Group Officers in accordance with the Rules on Distribution of Shares.
(6)The Trust will, in accordance with the directions of the trust administrator who is independent from the Company, not exercise voting rights with regard to the Company's shares in the Trust.
(7)The Trust will distribute shares in the Company to the beneficiaries, who are the Company Group Officers that have satisfied the requirements for benefits set forth in the Rules on Distribution of Shares.
(8)Should any shares remain when the Trust expires, the remaining shares will be transferred without payment from the Trust to the Company and cancelled in accordance with a board of directors' resolution.
NoteThe Company Group will continuously implement the same type of performance–based stock compensation program as the Program each year beginning in the next fiscal year and thereafter by conducting additional entrustment to the BBT trust and other measures.
–––End–––