Corporate Governance

The business activities of a listed company are primarily aimed at consistently enhancing corporate value from the perspective of its shareholders over the long term. To this end, the Mizuho Leasing Group understands it is essential to put a framework in place to govern business activities centered on a disciplined relationship between shareholders and management and thereby ensure that corporate governance functions effectively.
We recognize the importance of a listed company’s corporate governance which requires: first, that the rights and benefits of shareholders are protected and shareholder equality based on equity holdings is guaranteed; second, that the rights and benefits of stakeholders other than shareholders, namely suppliers and employees, whose roles are growing, are respected and a smooth relationship with these stakeholders is in place; third, 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 last, that it is important for the Board of Directors and the Auditors (Audit Committee) to conduct their supervisory and audit functions appropriately. Based on such concept, we are working to execute effective corporate governance through continuously promoting efforts to improve Mizuho Leasing’s governance structure.

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 eight members, five of whom are independent outside directors and one of whom is an independent outside auditor, to improve the transparency and objectivity of the decision-making process concerning the nomination and compensation of officers on the Board of Directors. Independent outside directors and auditors comprise more than half the committee members, which further strengthens the corporate governance structure. The committee deliberates on the appointment and dismissal of directors and auditors and proposals related to their compensation to be submitted to the General Meeting of Shareholders, as well as the appointment and dismissal of executive officers and matters related to their 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 Business Investment Committee, an Investment and Credit Committee, a PM/ALM Committee, a Risk Management Committee,an IT System/Operating Committee, a Sustainability Committee and  a Disclosure Committee as Policy Planning Committees as 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, an evaluation agency conducts an evaluation every year based on a questionnaire survey of directors and auditors on the following items:
(Questionnaire Items)
(1) Roles and functions of the Board of Directors; (2) Composition and size of the Board of Directors; (3) Operation of Board of Directors meetings; (4) Coordination with auditing bodies; (5) Communication with the management team; and (6) Shareholder and investor relations.
Based on the results of the questionnaire survey, the evaluation agency has presented the following analysis and evaluation: “The operation method and quality of discussions of the Board of Directors are improving each year, and continuous efforts are being made to enhance the value of the Board of Directors.”
We will continue efforts to increase discussions from a medium- to long-term perspective and provide support to outside directors and auditors, aiming for further enhancement of the effectiveness and functions of the Board of Directors.

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 its main domestic Group companies have streamlined 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.