Mizuho Bank Europe Annual Report 2018

12 MIZUHO BANK EUROPE N.V. Report of the Supervisory Board The Supervisory Board supervises the Management Board, the policies pursued by it and the general course of affairs of MBE. In addition the Supervisory Board advises the Management Board. The Supervisory Board takes into account the interest of all relevant stakeholders in the performance of its duties and responsibilities, including, without limitation, that of MBE, its employees, clients, society and the environment. Throughout this year, we supervised the work of the Management Board and offered solicited and unsolicited advice. We provided guidance on overall company strategy, risk management, executive decisions and other matters of actual or potential concern. The Management Board involved us in all of the company’s fundamental decisions in a timely and comprehensive manner, which enabled us to perform all the tasks entrusted to us by law, and external and internal regulations. There were also direct reporting lines between the chairman of the Audit and Risk Committee (including its successors the Audit and Compliance Committee and the Risk Committee) and the head of Internal Audit and the head of Legal and Compliance respectively. We also met one-on-one with managers just below board level to get a complete picture of the organization. As a result, we consider ourselves well informed of (intended) business plans, corporate strategy, risk management, compliance, audit and the overall performance of MBE and its affiliates, as well as its corporate culture. 2.1 Composition of the Board(s) By ensuring the right tone from the top, the Supervisory Board is a core part of MBE’s governance structure and we believe it is in good shape. Our Supervisory Board consists of four members, each with its areas of expertise and diverse nationalities: Japanese, Dutch, Irish and Hungarian. Two members are independent ‘in state and appearance’, as per the criteria laid down in the Dutch Corporate Governance Code and applied by the DNB. All members have demonstrated a critical, independent view in performing our supervisory and advisory tasks. After changes to the Supervisory Board in 2016 and 2017, with the appointment of Mrs. Kindert and Mr. Nagamine, respectively, Mr. O’Rourke’s appointment was extended with an additional 3-year term in June 2018. As a result, the composition of the Supervisory Board has been stable for the whole of 2018. As Supervisory Board we are supported by our standing advisor Mr. van de Merwe. Mr. van de Merwe advised on various issues on both a local and an EU level, with a primary focus on governance, risk management, compliance and audit matters. He was also consulted on the content for the Lifelong Learning Program, and he played an active part in the evaluation of the functioning of the Supervisory Board. In addition he has reassessed MBE’s corporate culture, the result of which has been reported to the Management Board and Supervisory Board. Since Mr. Van de Merwe’s expertise is highly valued, we are pleased that he will continue his advisory role for another three year term. With respect to the Composition of the Management Board and appointment of new members, there was one change in that respect in 2018. As a result of Shimpei Ikematsu being requested by the Mizuho Group to take on a new important role in Hong Kong, MBE and Supervisory Board needed to find a suitable replacement as Chief Business Officer. In identifying a suitable candidate to replace Mr. Ikematsu, the shareholder proposed Eiji Katayama out of its global talent pool. After careful review and several interviews, it was determined that Mr. Katayama was a qualified candidate and the appointment was ultimately approved by MBE’s shareholder, MBE Supervisory Board and De Nederlandsche Bank. Mr. Katayama’s appointment was effective as from 1July 2018. To prepare for his new role, Mr. Katayama further enhanced his expertise through various readings and training sessions, and received the full support from the existing Management Board members,