UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2017
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrant’s name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8176
Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-213187) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 30, 2017 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Koichi Iida | |
| Name: | Koichi Iida | |
| Title: | Managing Executive Officer / Group CFO | |
March 30, 2017
Mizuho Financial Group, Inc.
Changes of Directors, Audit & Supervisory Board Members and Executive Officers
Mizuho Financial Group, Inc. hereby announces changes of Members of the Board of Directors, Audit & Supervisory Board Members and Executive Officers (including changes in their areas of responsibility, etc.) of the following entities within the Group:
Mizuho Financial Group, Inc.
Mizuho Bank, Ltd.
Mizuho Securities Co., Ltd.
|
Inquiries: Corporate Communications Department +81-3-5224-2026
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[Mizuho Financial Group, Inc. (MHFG)]
| 1. | Members of the Board of Directors |
| (1) | Members of the Board of Directors Nominees (to be considered at the ordinary General Meeting of Shareholders of MHFG on June, 2017 (“The Shareholders Meeting”)) |
| Yasuhiro Sato* | (Reappointment) | |
| Takanori Nishiyama * | (New appointment) | |
| Koichi Iida* | (Reappointment) | |
| Makoto Umemiya* | (New appointment) | |
| Yasuyuki Shibata* | (New appointment) | |
| Ryusuke Aya | (Reappointment) | |
| Nobukatsu Funaki | (Reappointment) | |
| Tetsuo Seki | (Reappointment, Outside Director) | |
| Takashi Kawamura | (Reappointment, Outside Director) | |
| Tatsuo Kainaka | (Reappointment, Outside Director) | |
| Hirotake Abe | (Reappointment, Outside Director) | |
| Hiroko Ota | (Reappointment, Outside Director) | |
| Izumi Kobayashi | (New appointment, Outside Director) | |
| Total of 13 nominees | ||
(Note) Asterisks indicate directors expected to concurrently serve as Executive Officers.
| (2) | Member of the Board of Directors scheduled to retire |
(Effective as of April 1, 2017)
| Shusaku Tsuhara | (Currently a Member of the Board of Directors and Senior Managing Executive Officer) | |
| Koji Fujiwara | (Currently a Member of the Board of Directors and Managing Executive Officer) | |
(Effective in late June 2017)
| Hideyuki Takahashi | (Currently a Member of the Board of Directors) | |
| Mitsuo Ohashi | (Currently a Member of the Board of Directors (Outside Director)) | |
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| (3) | Chairman and Deputy Chairman of the Board of Directors (to be considered at the Board Meeting to be held following The Shareholders Meeting) |
Appointee as Chairman
Hiroko Ota
Appointee as Deputy Chairman
Ryusuke Aya
| (4) | Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting) |
| Nominating Committee | ||||
| Chairman | Takashi Kawamura | (Outside Director) | ||
| Member | Tetsuo Seki | (Outside Director) | ||
| Member | Tatsuo Kainaka | (Outside Director) | ||
| Member | Hiroko Ota | (Outside Director) | ||
| Member | Izumi Kobayashi | (Outside Director) | ||
| Compensation Committee | ||||
| Chairman | Tatsuo Kainaka | (Outside Director) | ||
| Member | Tetsuo Seki | (Outside Director) | ||
| Member | Takashi Kawamura | (Outside Director) | ||
| Member | Hirotake Abe | (Outside Director) | ||
| Audit Committee | ||||
| Chairman | Tetsuo Seki | (Outside Director) | ||
| Member | Tatsuo Kainaka | (Outside Director) | ||
| Member | Hirotake Abe | (Outside Director) | ||
| Member | Ryusuke Aya | |||
| Member | Nobukatsu Funaki | |||
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| Risk Committee (Voluntary Committee) | ||||
| Chairman | Ryusuke Aya | |||
| Member | Izumi Kobayashi | (Outside Director) | ||
| Member | Hidetaka Kawakita | (Outside Expert) | ||
| (Note) Mr. Hidetaka Kawakita is outside experts appointed by the Board of Directors of MHFG. | ||||
| (5) | Brief Personal Record of Newly Nominated Member of the Board of Directors |
| Name | Takanori Nishiyama | |||
| Date of Birth | May 9, 1962 | |||
| Education | Mar. 1985 | Graduated from Faculty of Economics, Keio University | ||
| Business Experience | Joined in Apr. 1985 | |||
| Apr. 2012 | General Manager of Branch Banking Department No.5 of the former Mizuho Bank, Ltd. | |||
| Apr. 2014 | Executive Officer, General Manager of Omiya Branch of Mizuho Bank, Ltd. | |||
| Apr. 2015 | Managing Executive Officer, In charge of Corporate Banking | |||
| Apr. 2016 | Managing Executive Officer, In charge of Banking (current) | |||
| Apr. 2017 | Managing Executive Officer, Head of Compliance Group of Mizuho Financial Group, Inc. (scheduled) Executive Managing Director, Head of Compliance Group of Mizuho Bank, Ltd. (scheduled) | |||
| Name | Makoto Umemiya | |||
| Date of Birth | Dec. 23, 1964 | |||
| Education | Mar. 1987 | Graduated from Faculty of Economics, Osaka University | ||
| Business Experience | Joined in Apr. 1987 | |||
| Apr. 2012 | General Manager of Osaka Branch of the former Mizuho Bank, Ltd. | |||
| Apr. 2014 | General Manager of Financial Planning Department of Mizuho Financial Group, Inc. General Manager of Financial Planning Department of Mizuho Bank, Ltd. | |||
| Apr. 2015 | Executive Officer, General Manager of Financial Planning Department of Mizuho Financial Group, Inc.(current) Executive Officer, General Manager of Financial Planning Department of Mizuho Bank, Ltd. (current) | |||
| Apr. 2017 | Managing Executive Officer, Head of Financial Control & Accounting Group of Mizuho Financial Group, Inc.( scheduled) Executive Managing Director, Head of Financial Control & Accounting Group of Mizuho Bank, Ltd. (scheduled) | |||
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| Name | Yasuyuki Shibata | |||
| Date of Birth | Aug. 21, 1962 | |||
| Education | Mar. 1986 | Graduated from Faculty of Economics, The University of Tokyo | ||
| Business Experience | Joined in Apr. 1986 | |||
| Apr. 2011 | General Manager of Hong Kong Treasury Department of the former Mizuho Corporate Bank, Ltd. | |||
| July 2013 | General Manager of Hong Kong Treasury Department of Mizuho Bank, Ltd. | |||
| Apr. 2014 | General Manager of Americas Treasury Division | |||
| Apr. 2015 | Executive Officer, General Manager of Americas Treasury Division | |||
| July 2016 | Executive Officer, General Manager of Risk Management Department of Mizuho Financial Group, Inc.(current) Executive Officer, General Manager of Risk Management Department of Mizuho Bank, Ltd. (current) | |||
| Name | Izumi Kobayashi | |||
| Date of Birth | Jan. 18, 1959 | |||
| Education | Mar. 1981 | Graduated from Faculty of Humanities, Seikei University | ||
| Business Experience | Apr. 1981 | Joined Mitsubishi Chemical Industries, Ltd.(currently Mitsubishi Chemical Corporation) | ||
| June 1985 | Joined Merrill Lynch Futures Japan Inc. | |||
| Dec. 2001 | President and Representative Director, Merrill Lynch Japan Securities Co., Ltd. (until Nov. 2008) | |||
| July 2002 | Outside Director, Osaka Securities Exchange Co., Ltd. | |||
| Nov. 2008 | Executive Vice President, Multilateral Investment Guarantee Agency, The World Bank Group | |||
| July 2013 | Outside Director, ANA HOLDINGS INC. (current) | |||
| Nov. 2013 | Outside Director, Suntory Holdings Limited (until Mar. 2017) | |||
| June 2014 | Outside Director, Mitsui & Co., Ltd. (current) | |||
| Apr. 2015 | Vice Chairperson, Japan Association of Corporate Executives (current) | |||
| June 2016 | Member of the Board of Governors, Japan Broadcasting Corporation (current) | |||
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| 2. | Changes in Executive Officers |
| Name |
New Position (to become effective in late June 2017) |
Current Position | ||||||
| Yasuyuki Shibata | Member of the Board of Directors, Managing Executive Officer*1 | Head of Risk Management Group | Executive Officer*2 | General Manager of Risk Management Department | ||||
| Ryusuke Aya | Member of the Board of Directors | Member of the Board of Directors, Managing Executive Officer*1 | Head of Risk Management Group | |||||
| (Note) | *1: Executive Officers as Defined in the Companies Act | |
| *2: Executive Officers as Defined in Our Internal Regulations |
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[Mizuho Bank, Ltd. (MHBK)]
| Name |
New Position (Effective as of April 1, 2017) |
Current Position | ||||||
| Yasuhiko Hashimoto | Executive Officer | Joint Head of Europe, Middle East and Africa, and General Manager of Europe Structured Finance Department* | - | Co-General Manager of Europe Structured Finance Department | ||||
(Note) *: It has been determined to change Mr. Hashimoto’s new area of responsibility as announced on March 9, 2017.
| Name |
New Position (to become effective in late June 2017) |
Current Position | ||||||
| Yasuyuki Shibata | Executive Managing Director and Managing Executive Officer | Head of Risk Management Group | Executive Officer | General Manager of Risk Management Department | ||||
| Ryusuke Aya | Member of the Board of Directors | Executive Managing Director and Managing Executive Officer | Head of Risk Management Group | |||||
| Hideyuki Takahashi | Retired | Member of the Board of Directors | ||||||
| Masami Ishizaka | Retired | Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member) | ||||||
| Toshiaki Hasegawa | Retired | Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member) | ||||||
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[Mizuho Securities Co., Ltd. (MHSC)]
| Name |
New Position (Effective as of April 1, 2017) |
Current Position | ||||||
| Taiji Kumagai | Executive Managing Director and Managing Executive Officer | Head of Global Compliance and Head of Compliance Group | Executive Managing Director and Managing Executive Officer | Head of Compliance Group | ||||
Management changes above are on the assumption that any permission required will be obtained from the relevant authorities.
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