Corporate Governance

　The business activities of a listed company are primary aimed at consistently enhancing corporate value from the perspective of its shareholders over the long term. To this end, Mizuho Leasing Group recognizes that it is essential to ensure effective corporate governance. That means putting framework in place to govern business activities, centered on a closely regulated relationship between shareholders and management, and that the fundamental goal is to create an environment where corporate governance can function effectively.

　Our idea of what corporate governance of a listed company requires is: primarily, that the rights and benefits of shareholders are protected and shareholder equality based on equity holdings is guaranteed; secondly, that the rights and benefits of stakeholders other than shareholders, namely clients, employees, suppliers and others, are respected and a smooth relationship with these stakeholders is in place; thirdly, that transparency of business activities is secured through timely and appropriate disclosure of information so that the rights and benefits of the stakeholders are actually protected; and finally, that it is important for the Board of Directors and the Auditors (Audit Committee) to conduct their supervisory and audit functions appropriately. Based on this concept, we are working to execute effective corporate governance through continuously promoting efforts to improve the governance environment.

　The Board of Directors currently has twelve members, five of whom are independent outside directors. This arrangement helps to ensure that the Board carries out its supervisory function and decision making appropriately.

　The Board of Directors adopts resolutions on matters specified in laws and other matters stipulated in the Regulations of the Board of Directors and reports on the execution of its duties. In addition, the Board discusses management policies and strategies. Although the number of Directors is specified as no more than 15 in the articles of incorporation, we appoint a sufficient number of Outside Directors with advanced knowledge and experience to oversee the duties of Executive Directors and Executive Officers on the Board of Directors to ensure the appropriateness, rationality, and objectivity of resolutions and discussions.

　In addition, we have adopted an executive officer system to ensure the rapid and efficient execution of business in accordance with decisions on the business policy, etc. by the Board of Directors, and delegate authority for business execution to the President and Executive Officers.

　Mizuho Leasing Group's Audit Committee consists of three Audit & Supervisory Board Members and one Auditor. Three of the members are independent outside corporate auditors. Each of the corporate auditors audits the execution of duties by Directors through attending important meetings, viewing important documents, investigating operations and assets, conducting interviews to ascertain the status and results of audits by independent auditors and the Internal Audit Department, and performs other duties based on the audit plan developed by the Audit Committee.

　In addition, they check whether the business reports, etc. are properly displayed, that there are no illegal acts or material facts of violating laws and articles of incorporation with respect to the execution of duties by Directors, that there are no matters that should be pointed out regarding the content of resolutions by the Board of Directors and the execution of their duties concerning the internal control system, and that the approach and results of audits conducted by the independent auditors are proper audit results, and express their opinions to that extent.

　We have an optional Nomination and Compensation Committee. The committee comprises six directors, five of whom are independent outside directors, to improve the transparency and objectivity of the decision-making process concerning the nomination and compensation of officers on the Board of Directors. Having Outside Directors comprise more than half the committee members further strengthens the corporate governance structure. The Committee deliberates on the appointment and dismissal of directors, auditors, and executive officers, as well as matters related to compensation, the results of which are presented to the Board of Directors.

　Mizuho Leasing's Executive Management Committee has been established as an advisory body to the President. Meetings take place at least once per month as a rule to consult and report on important matters regarding the execution of business.

　We also have a PM/ALM Committee, a Risk Management Committee, a Credit Committee, Sustainability Committee, Disclosure Committee and an IT System/Investment Committee as policy planning committees and a Business Council as a council to ensure there is a structure sufficient for discussing and considering matters by function.

　To analyze and evaluate the effectiveness of the Board of Directors as a whole, an evaluation agency uses a questionnaire to survey directors and auditors on the following: (1) Roles and functions of the Board of Directors; (2) Composition and scale of the Board of Directors; (3) Operation of the Board of Directors meetings; (4) Coordination with auditing bodies; (5) Communication with the management team; and (6) Shareholder and investor relations, etc.

　We will work to improve areas where issues are pointed out, and further improve the effectiveness and functions of the Board of Directors in light of the agency's findings from the questionnaires.

　Mizuho Leasing Group regards operating and maintaining a system that ensures proper business conduct as a key management responsibility, and is working to strengthen internal controls.

　This is an obligation under the Companies Act, and to this end Mizuho Leasing and seven domestic Group companies have formulated basic policies to ensure their systems work properly and effectively. Furthermore, regarding internal controls on financial reporting pursuant to the Financial Instruments and Exchange Act, the Group has established and maintains a structure to ensure reliability of its financial reports.