Tokyo Stock Exchange: 8411                                         Meeting Date: 6/24/2014

The Mizuho Financial Group has faced significant criticism on account of recent scandals, including a major system meltdown in 2011, a $127.5 million settlement for charges against Mizuho Securities USA brought by the U.S. Securities Exchange Commission and inappropriate business transactions with an anti-social organization in 2012. In response to these recent scandals, Mizuho has made a number of corporate governance reforms that are rarely seen in Japanese companies. For example, at its 2014 AGM, Mizuho will adopt a one-tier board structure, with a board of directors and sub-committees, as opposed to its previous two-tiered board structure, which was composed of a board of directors and a board of statutory auditors. Additionally, Mizuho will nominate 13 directors, six of which are outside directors. Further, as a general rule, Mizuho is planning to appoint a non-executive outside chairperson to the board, and is also planning to ensure that its board committees, as well as the chairmen of those committees, are filled by outside directors. Should all six of its proposed outside directors be truly independent, Mizuho would increase its board independence from 8% in 2013 to approximately 46%. Despite these reforms, it should be noted that, of Mizuho’s 13 nominees, three of board’s inside directors and three of its outside directors have been serving on the board since before Mizuho was involved its recent scandals. As such, shareholders should carefully review Mizuho’s proposed corporate structure and nominees for upcoming AGM to ensure that these proposed changes will lead to meaningful corporate governance reform within the Group.


NOKIA (see Proxy Season Insider here)
NASDAQ OMX Helsinki:  NOK1V                                                      Meeting Date 6/17/2014

NYSE:  MW                                                      Meeting Date 6/18/2014

Tokyo Stock Exchange:  5401                                                      Meeting Date 6/25/2014