0001193125-22-084475.txt : 20220325 0001193125-22-084475.hdr.sgml : 20220325 20220325060903 ACCESSION NUMBER: 0001193125-22-084475 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220325 FILED AS OF DATE: 20220325 DATE AS OF CHANGE: 20220325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KB Financial Group Inc. CENTRAL INDEX KEY: 0001445930 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53445 FILM NUMBER: 22768168 BUSINESS ADDRESS: STREET 1: 141, UISADANG-DAERO STREET 2: YEONGDEUNGPO-GU CITY: SEOUL STATE: M5 ZIP: 07332 BUSINESS PHONE: 822-2073-2844 MAIL ADDRESS: STREET 1: 141, UISADANG-DAERO STREET 2: YEONGDEUNGPO-GU CITY: SEOUL STATE: M5 ZIP: 07332 6-K 1 d340667d6k.htm FORM 6-K Form 6-K

 

 

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 2022

Commission File Number: 000-53445

 

 

KB Financial Group Inc.

(Translation of registrant’s name into English)

 

 

26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul 07331, Korea

(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):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


Results of the Annual General Meeting of Shareholders

of KB Financial Group Inc. for Fiscal Year 2021

On March 25, 2022, KB Financial Group Inc. held its annual general meeting of shareholders for fiscal year 2021. Five out of six agenda items were approved and ratified, and one agenda item was rejected as set forth below.

Agenda:

 

  1)

Approval of financial statements and the proposed dividend payment for fiscal year 2021:

Approved as originally proposed.

 

  2)

Appointment of directors (one non-standing director and six non-executive directors)

 

  2-1)

Jae Keun Lee, Non-Standing Director Candidate:

Approved as originally proposed.

 

  2-2)

Suk Ho Sonu, Non-Executive Director Candidate:

Approved as originally proposed.

 

  2-3)

Myung Hee Choi, Non-Executive Director Candidate:

Approved as originally proposed.

 

  2-4)

Kouwhan Jeong, Non-Executive Director Candidate:

Approved as originally proposed.

 

  2-5)

Seon-joo Kwon, Non-Executive Director Candidate:

Approved as originally proposed.

 

  2-6)

Gyutaeg Oh, Non-Executive Director Candidate:

Approved as originally proposed.

 

  2-7)

Jaehong Choi, Non-Executive Director Candidate:

Approved as originally proposed.

 

  3)

Appointment of a non-executive director, who will serve as a member of the Audit Committee

Kyung Ho Kim, non-executive director candidate: Approved as originally proposed.

 

  4)

Appointment of members of the Audit Committee, who are non-executive directors

 

  4-1)

Suk Ho Sonu, Audit Committee member candidate:

Approved as originally proposed.

 

  4-2)

Myung Hee Choi, Audit Committee member candidate:

Approved as originally proposed.

 

  4-3)

Kouwhan Jeong, Audit Committee member candidate:

Approved as originally proposed.


  5)

Approval of the aggregate remuneration limit for directors:

Approved as originally proposed.

 

  6)

Appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others)*

Young Soo Kim, non-executive director candidate:

Rejected.

* Shareholder’s proposal by the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others


Details of Approved Agenda Items

 

   

Key items of the approved financial statements for fiscal year 2021

 

   

Consolidated financial statements for fiscal year 2021(1)

 

(In millions of Won, except per share amount)       

Total assets

     663,895,834  

Total liabilities

     615,601,914  

Share capital

     2,090,558  

Total equity(2)

     48,293,920  

Total operating revenue(3)

     58,917,647  

Net operating income

     6,097,617  

Profit for the year(4)

     4,384,381  

Basic earnings per share (Won)

     11,134  

 

Note:   (1)     Based on the International Financial Reporting Standards as adopted by the Republic of Korea.
  (2)   Represents total equity, including equity attributable to non-controlling interests.
  (3)   Represents the sum of interest income, fee and commission income, insurance income, gain on financial assets/liabilities at fair value through profit and loss and other operating income.
  (4)   Represents total profit for the year, including profit attributable to non-controlling interests.

 

   

Separate financial statements for fiscal year 2021(1)

 

(In millions of Won, except per share amount)       

Total assets

     28,871,379  

Total liabilities

     6,358,405  

Share capital

     2,090,558  

Total equity

     22,512,974  

Total operating revenue(2)

     1,654,411  

Net operating income

     1,435,420  

Profit for the year

     1,438,866  

Basic earnings per share (Won)

     3,509  

 

Note:   (1)     Based on the International Financial Reporting Standards as adopted by the Republic of Korea.
  (2)   Represents the sum of interest income, fee and commission income, gain on financial assets/liabilities at fair value through profit and loss and other operating income.

 

   

Dividend payment for fiscal year 2021

The year end cash dividend of KRW 2,190 per common share was approved:

 

  1)

Total dividend amount for fiscal year 2021: KRW 1,145,524,944,900*

 

  2)

Dividend yield for fiscal year 2021: 5.1%*

 

  *

Including the quarterly dividend amount of KRW 750 per common share that has already been paid


   

Appointed Non-Standing Director, Non-Executive Directors and Audit Committee Members

 

   

Number of newly appointed non-standing director: 1

 

   

Number of newly appointed or re-appointed non-executive directors: 7

 

   

Number of newly appointed or re-appointed members of the Audit Committee: 4

 

   

Total Number of Directors and Audit Committee Members Following the Appointment

 

   

Directors: 9 (including 7 non-executive directors)

 

   

Members of the Audit Committee: 4 (all non-executive directors)

Details regarding appointment of non-standing director

 

Name

  

Date of Birth

  

Term Of

Office

  

New
Appointment

  

Career (including current position)

  

Name of Other
Entities of Which
the Nominee
Serves as a
Director

Jae Keun Lee   

May

1966

   2 years    Yes   

•  President & CEO, Kookmin Bank (Current)

•  Senior Executive Vice President, Head of Sales Group, Kookmin Bank

•  Senior Managing Director, Head of Strategy & Finance Planning Group, Kookmin Bank

•  Managing Director & CFO, KB Financial Group

•  General Manager, Financial Planning Department, KB Financial

•  General Manager, Pangyo Techno Valley Branch, Kookmin Bank

•  Chief Secretary, Secretariat, KB Financial Group

   —  


Details regarding appointment of non-executive directors

 

Name

  

Date of Birth

  

Term Of

Office

  

New
Appointment

  

Career (including current position)

  

Name of Other
Entities of Which
the Nominee
Serves as a
Director

Suk Ho Sonu   

September

1951

   1 year    No   

•  Member of Advisory Committee, Korea Institute of Finance (Current)

•  Visiting Professor, School of Business Administration, Hongik University

•  President’s Advisory Committee Member, Korea Asset Management Corporation

•  Visiting Professor, Business School, Seoul National University

•  Visiting Scholar, Korea Institute of Finance

•  Assistant Professor/Associate Professor/Professor, School of Business Administration, Hongik University and Dean, Graduate School of Business Administration, Hongik University

•  Investment Management Committee Member, Korea Credit Guarantee Fund

•  Civil Advisory Committee Member (Financial Services), Ministry of Foreign Affairs

•  Research Scholar and Head of Research, Korea Corporate Governance Service

•  Non-Executive Director, LG Fashion Corp.

   —  

Myung Hee Choi

  

February

1952

   1 year    No   

•  Vice President, Korea Internal Control Assessment Institute (Current)

•  Auditor, Gigalane Corporation

•  Self-Evaluation Committee Member, Financial Services Commission

   —  

Kouwhan Jeong

  

September

1953

   1 year    No   

•  Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)

•  President Attorney at Law, Nambujeil Law and Notary Office Inc.

•  Attorney at Law, Nambujeil Law and Notary Office Inc.

•  Standing Mediator, Korea Medical Dispute Mediation and Arbitration Agency

  

•  Co-president Attorney at Law, Nambujeil Law and Notary Office Inc.


Name

  

Date of Birth

  

Term Of

Office

  

New
Appointment

  

Career (including current position)

  

Name of Other
Entities of Which
the Nominee
Serves as a
Director

Kyung Ho Kim

  

December

1954

   1 year    No   

•  Professor, School of Business Administration, Hongik University

•  Non-Executive Director, Citibank Korea Inc.

•  Vice President, Hongik University

•  Local Government Accounting Standards Committee Member, Ministry of the Interior and Safety

•  Advisory Board Member, The Korea Development Bank

•  Policy Advisory Member, The Board of Audit and Inspection of Korea

•  Public Sector Policy Committee Member, Ministry of the Interior and Safety

•  Dean, Graduate School, Hongik University

•  National Accounting System Review Member, Ministry of Economy and Finance

•  Policy Advisory Member, Ministry of the Interior and Safety

•  President, Korea Local Tax Association Co., Ltd.

   —  

Seon-joo Kwon

  

November

1956

   1 year    No   

•  Visiting Scholar, Korea Institute of Finance

•  Chairman & CEO, Industrial Bank of Korea

•  Head of Risk Management and Customer Protection, Industrial Bank of Korea

•  Head of Risk Management, Industrial Bank of Korea

   —  


Name

  

Date of Birth

  

Term Of

Office

  

New
Appointment

  

Career (including current position)

  

Name of Other
Entities of Which
the Nominee
Serves as a
Director

Gyutaeg Oh

  

February

1959

   1 year    No   

•  Professor, School of Business Administration, Chung-Ang University (Current)

•  Director, Emerging Infrastructure Fund

•  Non-Executive Director, Moa Savings Bank Co., Ltd

•  Non-Executive Director, Volkswagen Financial Service Korea

•  Risk Management Committee Member, Korea Technology Finance Corporation

•  Evaluation and Compensation Committee Chair, Risk Management Committee Member, Fund Management Evaluation Committee Member, National Pension Service

•  Dean, College of Business and Economics, Chung-Ang University

•  Public Funds Oversight Committee Member, Sub-Committee Chair, Financial Services Commission

•  Dean, Graduate School of Business, Chung-Ang University

•  Non-Executive Director, Kiwoom Securities Co., Ltd.

   —  

Jaehong Choi

  

August

1962

   2 years    Yes   

•  Professor, Department of Multimedia & IT Engineering, Gangneung-Wonju National University (Currrent)

•  Honorary Ambassador, Seoul Digital Foundation

•  Non-Executive Director, Kakao Corp.

   —  


Details regarding appointment of members of the Audit Committee

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Suk Ho Sonu

  

September

1951

   1 year    No   

•  Member of Advisory Committee, Korea Institute of Finance (Current)

•  Visiting Professor, School of Business Administration, Hongik University

•  President’s Advisory Committee Member, Korea Asset Management Corporation

•  Visiting Professor, Business School, Seoul National University

•  Visiting Scholar, Korea Institute of Finance

•  Assistant Professor/Associate Professor/Professor, School of Business Administration, Hongik University and Dean, Graduate School of Business Administration, Hongik University

•  Investment Management Committee Member, Korea Credit Guarantee Fund

•  Civil Advisory Committee Member (Financial Services), Ministry of Foreign Affairs

•  Research Scholar and Head of Research, Korea Corporate Governance Service

•  Non-Executive Director, LG Fashion Corp.

Myung Hee Choi

  

February

1952

   1 year    No   

•  Vice President, Korea Internal Control Assessment Institute (Current)

•  Auditor, Gigalane Corporation

•  Self-Evaluation Committee Member, Financial Services Commission

Kouwhan Jeong

  

September

1953

   1 year    No   

•  Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)

•  President Attorney at Law, Nambujeil Law and Notary Office Inc.

•  Attorney at Law, Nambujeil Law and Notary Office Inc.

•  Standing Mediator, Korea Medical Dispute Mediation and Arbitration Agency


Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Kyung Ho Kim

   December 1954    1 year    No   

•  Professor, School of Business Administration, Hongik University

•  Non-Executive Director, Citibank Korea Inc.

•  Vice President, Hongik University

•  Local Government Accounting Standards Committee Member, Ministry of the Interior and Safety

•  Advisory Board Member, The Korea Development Bank

•  Policy Advisory Member, The Board of Audit and Inspection of Korea

•  Public Sector Policy Committee Member, Ministry of the Interior and Safety

•  Dean, Graduate School, Hongik University

•  National Accounting System Review Member, Ministry of Economy and Finance

•  Policy Advisory Member, Ministry of the Interior and Safety

•  President, Korea Local Tax Association Co., Ltd.


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.

 

      KB Financial Group Inc.                                                   
      (Registrant)
  Date: March 25, 2022     By: /s/ Scott Y. H. Seo                                                         
      (Signature)
      Name: Scott Y. H. Seo
      Title:   Senior Managing Director and Chief Finance Officer