Mizuho Financial Group, Inc. | Partial amendment to the Articles of Incorporation (Director competencies for the effective management of climate-related business risks and opportunities)

Status
Filed
AGM date
Previous AGM date
Proposal number
2
Resolution details
Company ticker
8411
Lead filer
Co-filers
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Climate change
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Japan
Supporting materials
  • 2024-04-Mizuho_Shareholder-proposals-JP-and-EN.pdf Download
  • EN-Japanese-shareholder-proposal-Investor-Updates-May-2024.pdf Download
  • Japanese-Banks-Investor-Briefing-April-2024_English.pdf Download
Resolved clause
The following clause shall be added to the Articles of Incorporation: 

Chapter 5: “Directors and Board of Directors”

Clause X: Director Nomination (Director competencies for the effective management of climate-related business risks and opportunities)

To promote the long-term success of the Company, given the risks and opportunities associated with climate change, the Company shall establish and disclose policies and processes for nominating directors and evaluating the board’s effectiveness that ensure the management of climate-related business risks and opportunities is embedded in the Company’s core management strategy, noting the appropriate balance and diversity of knowledge, experience and skills of the board as a whole.
Supporting statement
This proposal requests that the Company disclose necessary information in order for shareholders to ensure the Company’s board has the competence required to properly oversee climate-related risks and opportunities.

The Company is exposed to substantial climate-related financial risk, given its significant involvement in carbon-intensive sectors such as fossil fuels. However, shareholders are currently unable to assess if the board is capable of fulfilling its duty to mitigate the aforesaid risks. To adequately manage climate-related risks and opportunities, the board of directors requires expertise in areas including climate science, low carbon transition, and public policy.

This proposal is aligned with what is expected by the Japanese Corporate Governance Code, and by investors through investor initiatives (e.g. Transition Pathway Initiative) and the International Sustainability Standard Board (ISSB).

Approval of this proposal will provide investors with critical information required to understand the security of their capital. It will also place the Company in a better position to manage transition risks and opportunities, and to maintain long-term corporate value as the Company navigates the shift toward a decarbonized economy.

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