Mizuho Bank Europe Annual Report 2018

37 2018 ANNUAL REPORT Acknowledging the fact that IT plays a vital role in the functioning of the bank, we are committed to maintaining a solid IT infrastructure, and enhancing the same where necessary. In this age of digitalization, the proper delivery of services and data to our stakeholders in terms of availability, confidentiality and integrity is of the utmost importance. To safeguard the proper functioning of our IT and outsourced operations, this is taken into account in decisions and processes by every department within MBE, up to the Management Board. To build on MBE’s cybercrime resilience, a highly skilled and experienced information security officer (ISO) joined the Legal, Compliance and Information Security department. By further strengthening key departments and further enhancing our IT infrastructure and employees’ awareness of a safe control environment, the risks of cybercrime and data leakage were mitigated. In recognition of the (increasingly) import role of the ISO, MBE has decided to rename the Legal and Compliance department into the Legal, Compliance and Information Security department. Supervisory Board MBE’s Supervisory Board is composed in a way that it can perform its tasks properly. Each member has their specific competencies and expertise at a level to adequately perform their supervising tasks with a critical, independent eye. Our Supervisory Board has a total of four members, two of which are independent. For the concept of independence, DNB refers to the criteria laid down in the Dutch Corporate Governance Code. Even though the Corporate Governance Code only applies to listed entities, MBE voluntarily adheres to its provisions where and when possible. The Supervisory Board members each are of a different nationality, and one of them is female. Due to the demanding regulatory requirements and increasing risks and workload of this committee, it was decided that as of mid-2018 it will be split into an Audit and Compliance Committee and a Risk Committee. This has allowed more in-depth investigations and discussions, and further enhances oversight in the respective fields. Like previous years, the Management Board and Supervisory Board have been advised by an external advisor, Mr. Van de Merwe, on various issues on both a local and an EU level, with the main focus on governance, compliance and audit matters. He was also consulted on the substance of the program of lifelong learning, and the evaluation of the functioning of the Supervisory Board. Given MBE’s Lifelong Education Program, following formal Supervisory Board meetings Supervisory Board members attended educational session together with the external advisor and the Management Board. The Supervisory Board self-evaluated its functioning through the annual self-assessment, which is evaluated every three years under independent supervision. In addition, to the self- assessments, the external advisor annually meets with each Supervisory Board member and any other MBE stakeholder as he deems necessary for an interview. In these interview sessions, the self-evaluation form will be the starting point, but other relevant topics may also be discussed to get a more holistic view. Lastly, to get a better sense of the company culture, a culture survey was conducted in 2018. The revised self-assessment and feedback procedure together with the added culture survey further enhanced the Supervisory Board’s functioning and oversight. The members of the Supervisory Board receive appropriate compensation for their work, which does not depend on the bank’s results. Management Board In 2018, the Management Board consisted of three members, one of whom is the chairman. In view of the bank’s size and nature, such a number is considered sufficient to perform its tasks properly. In the case of vacancies, attention is given to the composition of the Management Board with respect to professional experience, competencies and, to the extent possible in the relatively small setting, to gender, nationality, and cultural background.