0001193125-22-261808.txt : 20221013 0001193125-22-261808.hdr.sgml : 20221013 20221013062258 ACCESSION NUMBER: 0001193125-22-261808 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221013 FILED AS OF DATE: 20221013 DATE AS OF CHANGE: 20221013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOREA ELECTRIC POWER CORP CENTRAL INDEX KEY: 0000887225 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 133442428 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13372 FILM NUMBER: 221308041 BUSINESS ADDRESS: STREET 1: 55 JEOLLYEOK-RO CITY: NAJU-SI STATE: M5 ZIP: 58322 BUSINESS PHONE: 201 482 8182 MAIL ADDRESS: STREET 1: 400 KELBY STREET STREET 2: 7TH FLOOR CITY: FORT LEE STATE: NJ ZIP: 07024 6-K 1 d385754d6k.htm FORM 6-K Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the Month of October 2022

 

 

KOREA ELECTRIC POWER CORPORATION

(Translation of registrant’s name into English)

 

 

55 Jeollyeok-ro, Naju-si, Jeollanam-do, 58322, Korea

(Address of principal executive offices)

 

 

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):  ☐

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):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______.

 

 

 

Korea Electric Power Corporation (“KEPCO”) hereby calls the extraordinary general meeting of shareholders (“EGM”) pursuant to a board resolution adopted on September 15, 2022 and seeks the attendance of its shareholders. Shareholders who are registered in KEPCO’s Shareholders’ registry on September 5, 2022 will be entitled to exercise their voting rights at this EGM.

The following is an English translation of the notice given to the shareholders in connection with the EGM:

To: Shareholders

From: Cheong, Seung-Il, President & CEO of KEPCO

We hereby call the fiscal year 2022 EGM pursuant to Article 18 of the Articles of Incorporation of Korea Electric Power Corporation as follows and seek your attendance. Pursuant to Article 542-4 of the Commercial Act of the Republic of Korea, this notice shall be in lieu of notices to be given to the shareholders.

 

  1.

Date / Time: October 31, 2022 / 2:00 p.m. (Seoul Time)

 

  2.

Location: 55 Jeollyeok-ro, Naju-si, Jeollanam-do, 58322, The Republic of Korea

  KEPCO Headquarter

 

  3.

Item to be Reported: Audit Report

 

  4.

Agenda for Shareholder Approval:

 

  1)

Approval of amendments to the Articles of Incorporation of KEPCO

Details of the proposed agenda for the EGM are attached hereto.

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.

 

By:  

/s/ Sim, Kwang-sub

Name: Sim, Kwang-sub
Title: Corporate Vice President

Date: October 13, 2022

Attachment

Agenda 1. Approval of amendments to the Articles of Incorporation of KEPCO (the “Articles of Incorporation”)

 

  ●  

The table below compares the current provisions in the Articles of Incorporation with the proposed amendments.

 


Current provision

   

Proposed amendment

   

Rationale

Article 26 (Number of Officers)

 

(1) The Corporation shall have not more than fifteen (15) directors. The number of standing directors including the President shall not be more than seven (7) persons and the number of non-standing directors shall be not more than eight (8) persons; provided that the total number of standing directors should be less than 50/100 of the total number of directors.

   

Article 26 (Number of Officers)

 

(1) The Corporation shall have not more than fifteen (15) directors including the President. The Board of Directors shall be divided into standing directors and non-standing directors;

 

provided that the total number of standing directors including the President should be less than 1/2 of the total number of directors.

    To clarify the article in accordance with the Act on the Management of Public Institutions

Article 26-2 (Appointment of Officers, etc.)

 

(3) The non-standing director shall be selected from the experts from the private sector (provided, however, that public service personnel shall be limited to public educational officials at national or public schools) who have ample expert knowledge and experience on management among the pool of candidates who have been recommended by the Director Nomination Committee, and appointed by the Minister of the Ministry of Economy and Finance upon deliberation and resolution by the Committee for Management of Public Institutions

   

Article 26-2 (Appointment of Officers, etc.)

 

(3) The non-standing director shall be selected among the pool of candidates under any of the following subparagraphs who have been recommended by the Director Nomination Committee, and appointed by the Minister of the Ministry of Economy and Finance upon deliberation and resolution by the Committee for Management of Public Institutions. Such appointment shall include one (1) person pursuant to Subparagraph 2. set forth below.

    To introduce the Board-Level Employee Representation system in accordance with amendments to the Act on the Management of Public Institutions
<Newly established>   

1. Experts from the private sector (provided, however, other than any public service personnel who is not a public educational official at national or public schools) with ample expert knowledge and experience on management

   

<Newly established>

    2. Employees of the Corporation who have served not less than three (3) years and have been recommended by the employee representative (representative of a labor union; if one is established with a majority of the employees) or agreed by a majority of the employees   

Article 41-2 (Composition of the Audit Committee)

 

(1) For purposes of the committee pursuant to Article 41-4, the Corporation shall establish an Audit Committee in lieu of a Board of Auditors.

 

(2) The Audit Committee shall consist of three (3) Directors, provided that at least two (2) members of the Audit Committee shall be Non-standing Directors and at least one (1) member of the Audit Committee shall be an accounting or financial expert pursuant to the Enforcement Decree of the Financial Investment Services and Capital Markets Act.

   

Article 41-2 (Composition of the Audit Committee)

 

<Maintained>

    To reivse the article in accordance with amendments to the Commercial Act to ease requirements to adopt resolution at general meetings of shareholders

 

(3) The Audit Committee shall by resolution elect one of its members who is a Non-standing Director as the Committee Chairperson, and the Chairperson shall represent the Audit Committee.

 

(4) The Corporation shall appoint a director who will serve as a member of the Audit Committee separately from other directors in accordance with the Article 542-12 of the Commercial Act.

      

 

<Newly established>

    (5) A member of the Audit Committee shall be appointed pursuant to Article 24. Provided, however, that in case a shareholder may exercise a vote by electronic means at a general meeting of shareholders pursuant to Article 368-4(1) of the Commercial Act, a member of the Audit Committee shall be appointed by the affirmative votes of at least a majority of the voting rights of the shareholders present at such meeting.   

All amendments to the Articles of Incorporation shall be effective on and from the date in which the amendments have been promulgated. A resolution from the EGM and the approval of the Minister of Trade, Industry, and Energy are required for the amendments to be promulgated.