Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
February 22 2024 - 6:00AM
Edgar (US Regulatory)
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 February 2024
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 ☐
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. 333-266555) 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REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.
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| Date: February 22, 2024 |
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| Mizuho Financial Group, Inc. |
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| By: |
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/s/ Takefumi Yonezawa |
| Name: |
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Takefumi Yonezawa |
| Title: |
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Senior Executive Officer / Group CFO |
February 22, 2024
Mizuho Financial Group, Inc.
Changes of Directors and Executive Officers
Mizuho Financial Group, Inc. hereby announces changes of Members of the Board of Directors and Executive Officers (including changes in their areas of
responsibility, etc.).
1
Mizuho Financial Group, Inc. (MHFG)
| 1. |
Members of the Board of Directors |
| |
(1) |
Members of the Board of Directors Candidates (to be considered at the ordinary GeneralMeeting of Shareholders
of MHFG in June 2024 (“The Shareholders Meeting”)) |
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| Yoshimitsu Kobayashi |
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(Reappointment, Outside Director) |
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| Ryoji Sato |
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(Reappointment, Outside Director) |
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| Takashi Tsukioka |
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(Reappointment, Outside Director) |
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| Kotaro Ohno |
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(Reappointment, Outside Director) |
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| Hiromichi Shinohara |
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(Reappointment, Outside Director) |
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| Izumi Kobayashi |
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(Reappointment, Outside Director) |
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| Yumiko Noda |
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(Reappointment, Outside Director) |
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| Takakazu Uchida |
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(New appointment, Outside Director) |
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| Seiji Imai |
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(Reappointment) |
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| Hisaaki Hirama |
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(Reappointment) |
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| Masahiro Kihara* |
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(Reappointment) |
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| Hidekatsu Take* |
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(New appointment) |
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| Mitsuhiro Kanazawa* |
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(New appointment) |
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| Takefumi Yonezawa* |
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(New appointment) |
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| Total of 14 candidates |
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| (Note) Asterisks indicate directors expected to concurrently serve as Executive Officers. |
| |
(2) |
Members of the Board of Directors scheduled to resign |
(Effective as of April 1, 2024)
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| Makoto Umemiya |
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(Currently Member of the Board of Directors, Deputy President & Senior Executive Officer
(Representative Executive Officer)) |
| Motonori Wakabayashi |
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(Currently Member of the Board of Directors, Senior Executive Officer) |
(Effective in late June 2024)
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| Masami Yamamoto |
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(Currently Member of the Board of Directors (Outside Director)) |
| Nobuhiro Kaminoyama |
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(Currently Member of the Board of Directors, Senior Executive Officer) |
2
| |
(3) |
Chairperson of the Board of Directors (to be considered at the Board Meeting to be held following The
Shareholders Meeting) |
Appointee as Chairperson
Izumi Kobayashi
| |
(4) |
Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting)
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| Nominating Committee |
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| Chairperson |
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Yoshimitsu Kobayashi |
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(Outside Director) |
| Member |
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Takashi Tsukioka |
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(Outside Director) |
| Member |
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Kotaro Ohno |
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(Outside Director) |
| Member |
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Hiromichi Shinohara |
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(Outside Director) |
| Member |
|
Izumi Kobayashi |
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(Outside Director) |
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| Compensation Committee |
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| Chairperson |
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Takashi Tsukioka |
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(Outside Director) |
| Member |
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Yumiko Noda |
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(Outside Director) |
| Member |
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Takakazu Uchida |
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(Outside Director) |
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| Audit Committee |
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| Chairperson |
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Ryoji Sato |
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(Outside Director) |
| Member |
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Kotaro Ohno |
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(Outside Director) |
| Member |
|
Takakazu Uchida |
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(Outside Director) |
| Member |
|
Hisaaki Hirama |
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| Risk Committee |
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| Chairperson |
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Hisaaki Hirama |
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| Member |
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Izumi Kobayashi |
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(Outside Director) |
| Member |
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Yumiko Noda |
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(Outside Director) |
| Member |
|
Rintaro Tamaki |
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(Outside Expert) |
| Member |
|
Hiroshi Naka |
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(Outside Expert) |
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| IT / Digital Transformation Committee |
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| Chairperson |
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Hiromichi Shinohara |
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(Outside Director) |
| Member |
|
Takashi Tsukioka |
|
(Outside Director) |
| Member |
|
Masami Yamamoto |
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(Outside Expert) |
| Member |
|
Masatsugu Shimono |
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(Outside Expert) |
| Member |
|
Hisaaki Hirama |
|
|
3
| |
(5) |
Brief Personal Record of Newly Nominated Members of the Board of Directors |
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| Name |
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Takakazu Uchida |
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| Business Experience |
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Jun. 2022 |
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Counselor, MITSUI & CO., LTD. (current) |
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Apr. 2022 |
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Director, MITSUI & CO., LTD. |
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Apr. 2020 |
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Representative Director, Executive Vice President,
Chief Financial Officer, MITSUI & CO., LTD. |
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Apr. 2019 |
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Representative Director, Senior Executive Managing Officer,
Chief Financial Officer, MITSUI & CO., LTD. |
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Jun. 2018 |
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Representative Director, Executive Managing Officer,
Chief Financial Officer, MITSUI & CO., LTD. |
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Apr. 2018 |
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Executive Managing Officer,
Chief Financial Officer, MITSUI & CO., LTD. |
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Apr. 2017 |
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Executive Managing Officer,
General Manager, Finance Div., MITSUI & CO., LTD. |
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Apr. 2014 |
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Managing Officer,
General Manager, Finance Div., MITSUI & CO., LTD. |
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Apr. 1983 |
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Joined MITSUI & CO., LTD. |
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| Education |
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Mar. 1983 |
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Graduated from Faculty of Agriculture, The University of Tokyo |
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| Date of Birth |
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Sep.24, 1960 |
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| Name |
|
Hidekatsu Take |
|
|
|
| Business Experience |
|
Apr. 2023 |
|
Senior Executive Officer
Head of Global Corporate & Investment Banking Company
In Charge of Specially Assigned Matters of MHFG
(current) Managing Executive Officer
Head of Global Corporate & Investment Banking Division of MHBK (current) |
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Apr. 2022 |
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Senior Executive Officer
Head of Corporate & Institutional Company
Head of Global Corporate Company of MHFG |
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May. 2021 |
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Managing Executive Officer
Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of MHBK |
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Apr. 2021 |
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Managing Executive Officer
In Charge of Corporate Banking of MHBK |
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Apr. 2018 |
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Managing Executive Officer
Head of Asia Oceania of MHFG
Managing Executive Officer
Head of Asia Oceania of MHBK |
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Apr. 2016 |
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Executive Officer
Joint Head of Americas of MHBK |
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Apr. 1988 |
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Jointed our group |
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| Education |
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Jun. 2002 |
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Graduated from University of California, San Diego International Relations and Pacific Studies (Master of Pacific International Affairs) |
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Mar. 1988 |
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Graduated from Faculty of Economics, Nagoya University |
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| Date of Birth |
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Nov.20, 1964 |
4
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| Name |
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Mitsuhiro Kanazawa |
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| Business Experience |
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Apr. 2023 |
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Senior Executive Officer
Group Co-Chief Information Officer
Group Chief Process Officer of MHFG (current) |
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Apr. 2022 |
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Senior Executive Officer
Co-Head of IT&Systems Group of MHFG |
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Jul. 2021 |
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Group Executive Officer
Deputy Head of Strategic Planning Group of MHFG
Managing Executive Officer
Deputy Head of Strategic Planning Group of MHBK |
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Apr. 2021 |
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Managing Executive Officer
In Charge of Specific Business, Strategic Planning Group of MHFG |
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Managing Executive Officer
In Charge of Specific Business, Strategic Planning Group of MHBK |
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Apr. 2020 |
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Executive Officer General Manager
Risk Management Department of MHFG
Executive Officer General Manager
Risk Management Department of MHBK |
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Apr. 2019 |
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Executive Officer
In charge of Credit of Global Corporate Department of MHBK |
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Apr. 1990 |
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Jointed our group |
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| Education |
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Jun. 2003 |
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Stanford Graduate School of Business |
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Mar. 1990 |
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Graduated from Faculty of Law, The University of Tokyo |
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| Date of Birth |
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Nov.22, 1967 |
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| Name |
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Takefumi Yonezawa |
|
|
|
| Business Experience |
|
Apr. 2023 |
|
Senior Executive Officer
Group Chief Financial Officer (Group CFO)
General Manager of International Accounting Standards Project Team
of MHFG (current) Managing Executive Officer
Chief Financial Officer (CFO)
Project Manager of International Accounting Standards Project Team of MHBK
(current) Managing Executive Officer
Chief Financial Officer (CFO)
Project Manager of International Accounting Standards Project Team of MHTB
(current) |
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Apr. 2022 |
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Operating Officer
Deputy Head of Financial Control & Accounting Group
Project Manager of International Accounting Standards Project Team of MHFG |
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Jul. 2021 |
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Operating Officer
General Manager of Financial Planning Department of MHFG |
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Apr. 2019 |
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General Manager
Financial Planning Department of MHFG |
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Apr. 1993 |
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Jointed our group |
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| Education |
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Jun. 2009 |
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MIT (Massachusetts Institute of Technology) Sloan School,
Graduate School of Business MBA (Master of Business Administration)
Concentration in Management |
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Mar. 1993 |
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Graduated from Faculty of Economics, The University of Tokyo |
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| Date of Birth |
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Dec.10, 1970 |
5
| 2. |
Changes of Executive Officers and Operating Officers |
Executive Officers in this section mean either executive officers as defined in the Companies Act or executive officers as defined in our
internal regulations.
(Effective as of April 1, 2024)
|
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| Name |
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New Position |
|
Current Position |
| Hidekatsu Take |
|
Deputy President & Senior Executive Officer (Representative Executive Officer) |
|
Head of Global Corporate & Investment Banking Company / In Charge of Specially Assigned Matters |
|
Senior Executive Officer |
|
Head of Global Corporate & Investment Banking Company / In Charge of Specially Assigned Matters |
|
|
|
|
|
| Shiro Shiraishi |
|
Senior Executive Officer |
|
Group Chief Risk Officer (Group CRO) |
|
Operating Officer |
|
— |
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|
| Nobuhiro Kaminoyama |
|
Member of the Board of Directors, Senior Executive Officer |
|
Group Chief Human Resources Officer (Group CHRO) / Group Chief Digital Officer (Group CDO) |
|
Member of the Board of Directors, Senior Executive Officer |
|
Group Chief Human Resources Officer (Group
CHRO) |
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| Natsumi Akita |
|
Senior Executive Officer |
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Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO) |
|
Senior Executive Officer |
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Group Chief People Officer (Group CPO) / Group Chief Culture Officer (Group CCuO) |
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| Mitsuhiro Kanazawa |
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Senior Executive Officer |
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Group Chief Information Officer (Group CIO) |
|
Senior Executive Officer |
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Group Co-Chief Information Officer (Group Co-CIO) / Group Chief Process Officer (Group CPrO) |
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| Shinichiro Hihara |
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Senior Executive Officer |
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Group Co-Chief Information Officer (Group Co-CIO) |
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Group Executive Officer |
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Deputy Group Chief Information Officer |
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| Hideki Tsujimori |
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Senior Executive Officer |
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Group Chief Process Officer (Group CPrO) |
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Operating Officer |
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Deputy Group Chief Process Officer |
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| Koji Yonei |
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Reassigned |
|
Member of the Board of Directors, Chairperson of MHRT |
|
Senior Executive Officer |
|
Group Chief Information Officer (Group CIO) |
|
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| Makoto Umemiya |
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Resigned |
|
Member of the Board of Directors, Deputy President & Senior Executive Officer (Representative Executive Officer) |
|
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|
Group Chief Digital Officer (Group
CDO) |
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| Motonori Wakabayashi |
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Resigned |
|
Member of the Board of Directors, Senior Executive Officer |
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|
Group Chief Risk Officer (Group CRO) |
6
(Effective in late June 2024)
|
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| Name |
|
New Position |
|
Current Position |
| Hidekatsu Take |
|
Member of the Board of Directors, Deputy
President & Senior Executive Officer (Representative Executive Officer) |
|
Head of Global Corporate & Investment Banking Company / In Charge of Specially Assigned Matters |
|
Deputy President & Senior Executive Officer (Representative Executive Officer) |
|
(same as on the left) |
|
|
|
|
|
| Takefumi Yonezawa |
|
Member of the Board of Directors, Senior Executive Officer |
|
Group Chief Financial Officer (Group CFO) / General Manager of International Accounting Standards Project Team |
|
Senior Executive Officer |
|
(same as on the left) |
|
|
|
|
|
| Mitsuhiro Kanazawa |
|
Member of the Board of Directors, Senior Executive Officer |
|
Group Chief Information Officer (Group CIO) |
|
Senior Executive Officer |
|
(same as on the left) |
|
|
|
|
|
| Nobuhiro Kaminoyama |
|
Senior Executive Officer |
|
Group Chief Human Resources Officer (Group CHRO) / Group Chief Digital Officer (Group CDO) |
|
Member of the Board of Directors, Senior Executive Officer |
|
(same as on the left) |
The management changes described above are subject to any approval or permission required being obtained from the relevant
regulatory or other authorities.
7
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