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 2024
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrants 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 ☐
Results of Annual General Meeting of Shareholders
of KB Financial Group Inc. for Fiscal Year 2023
On March 22, 2024, KB Financial Group Inc. (KB Financial Group) held its annual general meeting of shareholders for fiscal year 2023. All agenda items were approved and ratified as set forth below.
Agenda:
1) | Approval of financial statements and the proposed dividend payment for fiscal year 2023: |
Approved as originally proposed
2) | Appointment of directors (one non-standing director and three non-executive directors) |
2-1) | Jae Keun Lee, Non-Standing Director Candidate: |
Approved as originally proposed
2-2) | Gyutaeg Oh, Non-Executive Director Candidate: |
Approved as originally proposed
2-3) | Jaehong Choi, Non-Executive Director Candidate: |
Approved as originally proposed
2-4) | Myong-Hwal Lee, 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 |
Seon-joo Kwon, Non-Executive Director Candidate:
Approved as originally proposed
4) | Appointment of members of the Audit Committee, who are non-executive directors |
4-1) | Whajoon Cho, Audit Committee Member Candidate: |
Approved as originally proposed
4-2) | Gyutaeg Oh, Audit Committee Member Candidate: |
Approved as originally proposed
4-3) | Sung-Yong Kim, Audit Committee Member Candidate: |
Approved as originally proposed
5) | Approval of the aggregate remuneration limit for directors: |
Approved as originally proposed
Details of Approved Agenda Items
| Key items of the approved financial statements for fiscal year 2023 |
| Consolidated financial statements for fiscal year 2023(1)(2) |
(In millions of Won, except per share amounts) | ||||
Total assets |
715,738,152 | |||
Total liabilities |
656,864,842 | |||
Share capital |
2,090,558 | |||
Total equity(3) |
58,873,310 | |||
Total operating revenue(4) |
77,640,222 | |||
Net operating income |
6,435,319 | |||
Profit for the year(5) |
4,563,431 | |||
Basic earnings per share (Won) |
11,580 |
Notes: (1) Based on International Financial Reporting Standards as adopted by the Republic of Korea.
(2) | Reflect the application of K-IFRS 1117 (Insurance Contracts), a new accounting standard that became effective on January 1, 2023. |
(3) | Represents total equity, including equity attributable to non-controlling interests. |
(4) | Represents the sum of interest income, fee and commission income, insurance income, reinsurance income, gain on financial assets/liabilities at fair value through profit and loss, other insurance finance income, and other operating income. |
(5) | Represents total profit for the year, including profit attributable to non-controlling interests. |
| Separate financial statements for fiscal year 2023(1) |
(In millions of Won, except per share amounts) | ||||
Total assets |
29,528,898 | |||
Total liabilities |
4,486,823 | |||
Share capital |
2,090,558 | |||
Total equity |
25,042,075 | |||
Total operating revenue(2) |
2,338,496 | |||
Net operating income |
2,132,395 | |||
Profit for the year |
2,121,244 | |||
Basic earnings per share (Won) |
5,042 |
Notes: (1) Based on 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 2023 |
A year-end cash dividend of KRW 1,530 per common share was approved:
1) | Total dividend amount for fiscal year 2023: KRW 1,173,936,610,920* |
2) | Dividend yield for fiscal year 2023: 4.8%* |
* | Includes quarterly cash dividends that have already been paid in fiscal year 2023 (three dividend payments each in the amount of KRW 510 per common share for the first, second, and third quarters of fiscal year 2023). |
| Appointed Non-Standing Director, Non-Executive Directors and Audit Committee Members |
| Number of re-appointed non-standing director: 1 |
| Number of newly appointed or re-appointed non-executive directors: 4 |
| 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 |
New Appointment |
Career (including current position) |
Name of Other | |||||
Jae Keun Lee | May 1966 |
1 year | No | President & CEO, Kookmin Bank (Current)
Senior Executive Vice President, Head of Sales Group, Kookmin Bank
Managing Director/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 |
New Appointment |
Career (including current position) |
Name of Other Entities of Which the Nominee Serves as a Director | |||||
Seon-joo Kwon | November 1956 | 1 year | No | Visiting Scholar, Korea Institute of Finance
Chairman & CEO, Industrial Bank of Korea
Head of the Risk Management Division and the Financial Consumer Protection Center, Industrial Bank of Korea |
| |||||
Gyutaeg Oh | February 1959 | 1 year | No | Professor, School of Business Administration, Chung-Ang University
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
Risk Management Committee Member, Evaluation and Compensation Committee Chair and Fund Management Evaluation Committee Member, National Pension Service
Dean, College of Business and Economics, Chung-Ang University
Public Funds Oversight Committee Member, Disposal Review Sub-Committee Chair, Financial Services Commission |
| |||||
Jaehong Choi | August 1962 |
1 year | No | Professor, Startup College, Gachon University (Current)
Chief Director, Gangwon Center for Creative Economy and Innovation (Current)
Professor, Department of Multimedia & IT Engineering, Gangneung-Wonju National University
Non-Executive Director, Kakao Corp. |
Name |
Date of Birth |
Term of |
New Appointment |
Career (including current position) |
Name of Other Entities of Which the Nominee Serves as a Director | |||||
Myong-Hwal Lee | May 1964 |
2 years | Yes | Director, Center for International Financial Cooperation, Korea Institute of Finance (Current)
Senior Research Fellow, Korea Institute of Finance (Current)
Non-Executive Director, Woori Financial Capital, Co., Ltd.
Member, Sanction Review Committee, Financial Supervisory Service
Member, Postal Services Steering Committee
Non-Executive Director, Korea Federation of Savings Banks
Member, Creditors Coordination Committee
Vice President, Korea Money and Finance Association
Vice President, Korea Institute of Finance
Director of Research Strategy and External Affairs Division, Korea Institute of Finance
Disposal Review Sub-Committee Member, Public Funds Oversight Committee, Financial Services Commission
Non-Standing Director, Korea Housing Finance Corporation |
|
Details regarding appointment of members of the Audit Committee
Name |
Date of Birth |
Term of Office |
New Appointment |
Career (including current position) | ||||
Seon-joo Kwon | November 1956 |
1 year | No | Visiting Scholar, Korea Institute of Finance
Chairman & CEO, Industrial Bank of Korea
Head of the Risk Management Division and the Financial Consumer Protection Center, Industrial Bank of Korea | ||||
Whajoon Cho | February 1957 |
1 year | No | Auditor, Mercedes-Benz Financial Services Korea Limited
Non-Executive Director, Pulmuone Corporate
Visiting Professor, Sogang University
Lecturer, KAIST (Korea Advanced Institute of Science and Technology)
President & CEO, KT Capital Corporation
CFO, KT Capital Corporation | ||||
Gyutaeg Oh | February 1959 |
1 year | Yes | Professor, School of Business Administration, Chung-Ang University
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
Risk Management Committee Member, Evaluation and Compensation Committee Chair and Fund Management Evaluation Committee Member, National Pension Service
Dean, College of Business and Economics, Chung-Ang University
Public Funds Oversight Committee Member, Disposal Review Sub-Committee Chair, Financial Services Commission | ||||
Sung-Yong Kim | March 1966 |
1 year | No | Professor, Law School, Sungkyunkwan University (Current)
Member, Corporate Governance Research Committee, Korea Institute of Corporate Governance and Sustainability
Member, Management Committee for the Key Industries Stabilization Fund
Chairperson, Insolvency Law Institute of Korea
Non-Executive Director, Seoul Guarantee Insurance Company
Non-Executive Director, Woori Bank
Non-Standing Commissioner, Securities & Futures Commission |
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) | ||||||
By: /s/ Jae Kwan Kim | ||||||
Date: March 22, 2024 | (Signature) | |||||
Name: Jae Kwan Kim | ||||||
Title: Senior Executive Vice President and Chief Finance Officer |