As filed with the Securities and Exchange Commission on April 30, 201529, 2016

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 20-F

 

 

(Mark One)

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142015

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report            

 

 

Commission File Number: 001-31798

 

 

Shinhan Financial Group Co., Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

N/A The Republic of Korea

(Translation of registrant’s

name into English)

 

(Jurisdiction of

incorporation or organization)

 

 

20, Sejong-daero 9-gil, Jung-gu

Seoul 100-724,04513, Korea

(Address of principal executive offices)

 

 

Yu Sunghun, +822 6360 3071(T), irshy@shinhan.com, +822 6360 3098 (F), 20, Sejong-daero 9-gil, Jung-gu, Seoul 100-724,04513, Korea

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:

 

Name of Each Exchange on Which Registered:

Common stock, par value Won 5,000 per share New York Stock Exchange*
American depositary shares New York Stock Exchange

 

*Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 

 

Indicate the number of outstanding shares of each of Shinhan Financial Group’s classes of capital or common stock as of the close of the last full fiscal year covered by this Annual Report: 474,199,587 shares of common stock, par value of Won 5,000 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:    Yes  ¨    No  x

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   x                 Accelerated filer  ¨                Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨

  

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

  Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    Item 17   ¨    Item 18   ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No   x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:     Yes   ¨    No   ¨

 

 

 


TABLE OF CONTENTS

 

        Page 

PART I

3
ITEM 1.

 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS   3  

ITEM 2.

 OFFER STATISTICS AND EXPECTED TIMETABLE   3  

ITEM 3.

 KEY INFORMATION   3  
 ITEM 3.A.  Selected Financial Data   3  
 ITEM 3.B.  Capitalization and Indebtedness   910  
 ITEM 3.C.  Reasons for the Offer and Use of Proceeds   910  
 ITEM 3.D.  Risk Factors   10  

ITEM 4.

 INFORMATION ON THE COMPANY   3639  
 ITEM 4.A.  History and Development of the Company   3639  
 ITEM 4.B.  Business Overview   42  
 ITEM 4.C.  Organizational Structure   166171  
 ITEM 4.D.  Properties   167172  
 

ITEM 4.E.4A.

 Unresolved Staff CommentsUNRESOLVED STAFF COMMENTS   168173  

ITEM 5.

 OPERATING AND FINANCIAL REVIEW AND PROSPECTS   168173  
 ITEM 5.A.  Operating Results   168173  
 ITEM 5.B.  Liquidity and Capital Resources   220221  
 ITEM 5.C.  Research and Development, Patents and Licenses, etc.   226  
 ITEM 5.D.  Trend Information   226  
 ITEM 5.E.  Off-Balance Sheet Arrangements   226  
 ITEM 5.F.  Tabular Disclosure of Contractual Obligations   227  

ITEM 6.

 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   227  
 ITEM 6.A.  Directors and Senior Management   227  
 ITEM 6.B.  Compensation   231230  
 ITEM 6.C.  Board Practices   232231  
 ITEM 6.D.  Employees   234233  
 ITEM 6.E.  Share Ownership   235234  

ITEM 7.

 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   235  
 ITEM 7.A.  Major Shareholders   235  
 ITEM 7.B.  Related Party Transactions   236235  
 ITEM 7.C.  Interests of Experts and Counsel   236  

ITEM 8.

 FINANCIAL INFORMATION   236  
 ITEM 8.A.  Consolidated Statements and Other Financial Information   236  
 ITEM 8.B.  Significant Changes   239237  

ITEM 9.

 THE OFFER AND LISTING   239238  
 ITEM 9.A.  Offer and Listing Details   239238  
 ITEM 9.B.  Plan of Distribution   240239  
 ITEM 9.C.  Markets   240239  
 ITEM 9.D.  Selling Shareholders   247246  
 ITEM 9.E.  Dilution   247246  
 ITEM 9.F.  Expenses of the Issue   247246  

ITEM 10.

 ADDITIONAL INFORMATION   247246  
 ITEM 10.A.  Share Capital   247246  
 ITEM 10.B.  Memorandum and Articles of Incorporation   247246  
 ITEM 10.C.  Material Contracts   254253  
 ITEM 10.D.  Exchange Controls   254253  
 ITEM 10.E.  Taxation   255254  
 ITEM 10.F.  Dividends and Paying Agents   263262  
 ITEM 10.G.  Statements by Experts   263262  
 ITEM 10.H.  Documents on Display   263
ITEM 10.I.Subsidiary Information263262  

 

i


       Page 
ITEM 10.I.Subsidiary Information262

ITEM 11.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   264262  

ITEM 12.

 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   264262  
 ITEM 12.A.  Debt Securities   264262  
 ITEM 12.B.  Warrants and Rights   264262  
 ITEM 12.C.  Other Securities   264263  
 ITEM 12.D.  American Depositary Shares   264263  
PART II265

ITEM 13.

 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   266265  

ITEM 14.

 MATERIAL MODIFICATIONMODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   266265  

ITEM 15.

 CONTROLS AND PROCEDURES   265

ITEM 16.

[RESERVED]266  

ITEM 16.A.16A.

 AUDIT COMMITTEE FINANCIAL EXPERT   267266  

ITEM 16.B.16B.

 CODE OF ETHICS   267266  

ITEM 16.C.16C.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES   268266  

ITEM 16.D.16D.

 EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   268267  

ITEM 16.E.16E.

 PURCHASEPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS   268267  

ITEM 16.F.16F.

 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT   268267  

ITEM 16.G.16G.

 CORPORATE GOVERNANCE   269267  

ITEM 16.H.16H.

 MINE SAFETY DISCLOSURE   272  
PART III272

ITEM 17.

 FINANCIAL STATEMENTS   272  

ITEM 18.

 FINANCIAL STATEMENTS   273272  

ITEM 19.

 EXHIBITS   273272  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

   F-1  

INDEX OF EXHIBITS

   E-1  

 

ii


CERTAIN DEFINED TERMS, CONVENTIONS AND CURRENCY OF PRESENTATION

Unless otherwise specified or the context otherwise requires:

 

the terms “we,” “us,” “our,” “Shinhan Financial Group,” “SFG” and the “Group” mean Shinhan Financial Group Co., Ltd. and its consolidated subsidiaries; and

 

the terms “Shinhan Financial Group Co., Ltd.,” “our company” and “our holding company” mean Shinhan Financial Group Co., Ltd.

All references to “Korea” or the “Republic” contained in this annual report mean Theare to the Republic of Korea. All references to the “Government” meanare to the government of Thethe Republic of Korea. TheReferences to the “Financial Services Commission” are to the Financial Services Commission of Korea, and references to the “Financial Supervisory Service” are to the Financial Supervisory Service isof Korea, the executive body of the Financial Services Commission of Korea (“Financial Services Commission”). References to “MOSF” are to the Ministry of Strategy and Finance of Korea.Commission.

The fiscal year for us and our subsidiaries ends on December 31 of each year, except Shinhan Savings Bank whose fiscal year ends on June 30 of each year. Unless otherwise specified or the context otherwise requires, all references to a particular year are to the year ended December 31 of that year.

The currency of the primary economic environment in which we operate is Korean Won.

In this annual report, unless otherwise indicated, all references to “Won” or “W” are to the currency of Thethe Republic of Korea, and all references to “U.S. Dollars,” “Dollars,” “$” or “US$” are to the currency of the United States of America. Unless otherwise indicated, all translations from Won to Dollars were made atW1,090.91,169.3 to US$1.00, which was the noon buying rate in the City of New York on December 31, 20142015 for cable transfers according to the H.10 statistical release of the Federal Reserve Board (the “Noon Buying Rate”). On April 10, 2015,12, 2016, the Noon Buying Rate wasW1,093.11,144.5 to US$1.00. The Noon Buying Rate has been volatile recently and the U.S. Dollar amounts referred to in this report should not be relied upon as an accurate reflection of our results of operations. We expect this volatility to continue in the near future. No representation is made that the Won or U.S. Dollar amounts referred to in this report could have been or could be converted into Dollars or Won, as the case may be, at any particular rate or at all.

Unless otherwise indicated, the financial information presented in this annual report has been prepared on a consolidated basis in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Any discrepancies in the tables included herein between totals and sums of the amounts listed are due to rounding.

FORWARD LOOKING STATEMENTS

This annual report includes “forward-looking statements,” as defined in Section 27A of the U.S. Securities Act, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations and projections for future operating performance and business prospects. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar words used in connection with any discussion of our future operating or financial performance identify forward-looking statements. In addition, all statements other than statements of historical facts included in this annual report are forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that

could cause actual results to differ materially from those described in the forward-looking statements. This

annual report discloses, under the caption “Item 3.D. Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”). Included among the factors discussed under the caption “Item 3.D. Risk Factors” are the followings risks related to our business, which could cause actual results to differ materially from those described in the forward-looking statements: the risk of adverse impacts from an economic downturn; increased competition; market volatility in securities and derivatives markets, interest or foreign exchange rates or indices; other factors impacting our operational plans; or legislative and/or regulatory developments. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this annual report. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

ITEM 3.KEY INFORMATION

 

ITEM 3.A.Selected Financial Data

The selected consolidated income statement and balance sheet data set forth below for the years ended December 31, 2010, 2011, 2012, 2013, 2014 and 20142015 have been derived from our consolidated financial statements which have been prepared in accordance with IFRS as issued by the IASB. Our consolidated financial statements as of and for the years ended December 31, 2010, 2011, 2012, 2013, 2014 and 20142015 have been audited by independent registered public accounting firm KPMG Samjong Accounting Corp.

You should read the following data with the more detailed information contained in “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements included in “Item 18. Financial Statements.” Historical results are not necessarily indicative of future results.

Consolidated Income Statement Data

 

  Year Ended December 31,   Year Ended December 31, 
  2010 2011 2012(1) 2013(1) 2014 2014(2)   2011 2012 2013 2014 2015 2015(1) 
  (In billions of Won and millions of US$, except per common share data)   (In billions of Won and millions of US$, except per common share data) 

Interest income

  W12,909   W13,781   W13,999   W12,591   W12,061   $11,056    W13,781   W13,999   W12,591   W12,061   W11,130   $9,518  

Interest expense

   (6,436 (6,701 (7,019 (5,986 (5,271 (4,832   (6,701 (7,019 (5,986 (5,271 (4,437 (3,794
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net interest income

 6,473   7,080   6,980   6,605   6,790   6,224     7,080    6,980    6,605    6,790    6,693    5,724  

Fees and commission income

 3,397   3,557   3,491   3,490   3,561   3,264     3,557   3,491   3,490   3,561   3,897   3,332  

Fees and commission expense

 (1,640 (1,798 (1,948 (2,103 (2,092 (1,917   (1,798 (1,948 (2,103 (2,091 (2,276 (1,946
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net fees and commission income

 1,757   1,759   1,543   1,387   1,469   1,347     1,759    1,543    1,387    1,469    1,621    1,386  

Net insurance loss

 (76 (119 (211 (383 (413 (379   (119 (211 (383 (413 (432 (370

Dividend income

 217   209   174   156   176   161     209   174   156   176   308   264  

Net trading income (loss)

 334   (132 608   75   262   241     (132 608   75   262   (344 (294

Net foreign currency transaction gain

 117   14   280   296   224   205     14   280   296   224   78   67  

Net gain (loss) on financial instruments designated at fair value through profit or loss

 (125 172   (532 (122 (361 (331   172   (532 (122 (361 460   393  

Net gain on sale of available-for-sale financial assets

 652   846   536   701   681   624     846   536   701   681   772   661  

Impairment losses on financial assets

 (1,336 (983 (1,416 (1,340 (1,174 (1,077   (983 (1,416 (1,340 (1,174 (1,264 (1,081

General and administrative expenses

 (3,789 (3,983 (4,062 (4,203 (4,463 (4,091   (3,983 (4,062 (4,203 (4,463 (4,475 (3,827

Net other operating expenses

 (613 (538 (724 (540 (536 (491   (538 (724 (540 (536 (444 (380
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Operating income

 3,611   4,325   3,176   2,632   2,655   2,433     4,325    3,176    2,632    2,655    2,973    2,543  

Equity method income

 15   58   28   7   31   28     58   28   7   31   21   18  

Other non-operating income (loss), net

 (138 (38 25   37   182   167     (38 25   37   182   147   125  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Profit before income taxes

 3,488   4,345   3,229   2,676   2,868   2,628     4,345    3,229    2,676    2,868    3,141    2,686  

  Year Ended December 31,   Year Ended December 31, 
  2010 2011 2012(1) 2013(1) 2014 2014(2)   2011 2012 2013 2014 2015 2015(1) 
  (In billions of Won and millions of US$, except per common share
data)
   (In billions of Won and millions of US$, except per common share
data)
 

Income tax expense

   (584 (957 (739 (621 (668 (612   (957 (739 (621 (668 (695 (594
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Profit for the year

W2,904  W3,388  W2,490  W2,055  W2,200  $2,016    W3,388   W2,490   W2,055   W2,200   W2,446   $2,092  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss) for the year, net of income tax

       

Items that are or may be reclassified to profit or loss:

       

Foreign currency translation adjustments for foreign operations

W(18W16  W(85W(58W(13$(12  W16   W(85 W(58 W(13 W(6 $(6

Net change in unrealized fair value of available-for-sale financial assets

 175   (461 13   (269 136   125     (461 13   (269 136   (266 (227

Equity in other comprehensive income of associates

 21   3   4   (5 6   6     3   4   (5 6   12   10  

Net change in unrealized fair value of cash flow hedges

 13   1   16   6   (16 (15   1   16   6   (16 3   3  

Other comprehensive income (loss) of separate account

 2   —     1   (2 6   5     —     1   (2 6   2   2  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 
 193   (441 (51 (328 119   109     (441 (51 (328 119   (255 (218
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Items that will never be reclassified to profit or loss:

       

Remeasurements of defined benefit liability

 (45 (115 —     19   (155 (141   (115  —     19   (154 (82 (70
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 
 (45 (115 —     19   (155 (141   (115  —     19   (154 (82 (70
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total other comprehensive loss, net of income tax

 148   (556 (51 (309 (36 (32   (556 (51 (309 (36 (337 (288
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income for the year

W3,052  W2,832  W2,439  W1,746  W2,164  $1,984    W2,832   W2,439   W1,746   W2,164   W2,109   $1,804  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net income attributable to:

       

Equity holders of the Group

W2,729  W3,215  W2,320  W1,898  W2,081  $1,908    W3,215   W2,320   W1,898   W2,081   W2,367   $2,024  

Non-controlling interest

 175   173   170   157   119   108     173   170   157   119   79   68  

Total comprehensive income attributable to:

       

Equity holders of the Group

 2,876   2,660   2,267   1,591   2,046   1,876     2,660   2,267   1,591   2,046   2,034   1,740  

Non-controlling interest

 176   172   172   155   118   108     172   172   155   118   75   64  

Earnings per share:

       

Basic earnings per share in Won and US$(3)(2)

 5,269   6,195   4,681   3,810   4,195   3.85     6,195   4,681   3,810   4,195   4,789   4.10  

Dilutive earnings per share in Won and US$(4)(3)

 5,167   6,065   4,681   3,810   4,195   3.85     6,065   4,681   3,810   4,195   4,789   4.10  

 

Notes:

 

(1)We have restated our consolidated statements of comprehensive income for the years ended December 31, 2012 and 2013 and our consolidated statements of financial position as of December 31, 2012 and December 31, 2013 to give effect to changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Won amounts are expressed in U.S. dollarDollar at the rate ofW1,090.91,169.3 to US$1.00, the Noon Buying Rate in effect on December 31, 20142015 for the convenience of readers. No representation is made that the Won or U.S. dollarDollar amounts referred to above could have been or could be converted into U.S. dollarsDollars or Won, as the case may be, at any particular rate or at all.

(3)(2)Basic earnings per share are calculated by dividing net income available to holders of our common shares by the weighted average number of common shares issued and outstanding for the relevant period.

(4)(3)Dilutive earnings per share are calculated in a manner consistent with basic earnings per share, while giving effect to the potential dilution that could occur if convertible securities, options or other contracts to issue common shares were converted into or exercised for common shares. Common shares issuable upon conversion of redeemable convertible preferred shares are potentially dilutive.

Consolidated Balance Sheet Data

 

  As of December 31, 
  2010   2011   2012(1)   2013(1)   2014   2014(2)   2011   2012   2013   2014   2015   2015(1) 
  (In billions of Won and millions of US$, except per common share data)   (In billions of Won and millions of US$, except per common share data) 

Assets

                        

Cash and due from banks

  W11,822    W14,731    W13,507    W16,473    W20,585    $18,870    W 14,731    W13,507    W16,473    W20,585    W22,024    $18,836  

Trading assets

   9,412     11,954     16,654     18,033     24,362     22,332     11,954     16,654     18,033     24,362     22,638     19,361  

Financial assets designated at fair value through profit or loss

   2,208     1,801     2,542     3,361     2,737     2,509     1,801     2,542     3,361     2,737     3,244     2,774  

Derivative assets

   3,159     2,319     2,171     1,717     1,568     1,438     2,319     2,171     1,717     1,568     1,995     1,706  

Loans, net

   181,347     192,573     200,289     205,723     221,618     203,151     192,573     200,289     205,723     221,618     246,441     210,760  

Available-for-sale financial assets

   29,452     34,106     36,284     33,597     31,418     28,800     34,106     36,284     33,597     31,418     33,966     29,048  

Held-to-maturity financial assets

   12,529     11,895     11,660     11,031     13,373     12,259     11,895     11,660     11,031     13,373     16,192     13,848  

Property and equipment, net

   2,976     2,994     3,108     3,214     3,147     2,885     2,994     3,108     3,214     3,147     3,039     2,599  

Intangible assets, net

   4,073     4,203     4,195     4,226     4,153     3,807     4,203     4,195     4,226     4,153     4,275     3,656  

Investments in associates

   300     249     299     329     342     313     249     299     329     342     393     336  

Current tax receivable

   11     9     14     6     11     10     9     14     6     11     10     8  

Deferred tax assets

   65     29     100     196     228     209     29     100     196     228     164     140  

Investment properties, net

   286     275     779     690     268     245     275     779     690     268     209     178  

Other assets, net

   9,949     10,888     13,283     12,451     14,203     13,019     10,888     13,283     12,451     14,203     15,946     13,637  

Assets held for sale

   21     16     54     243     9     8     16     54     243     9     4     3  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

W267,610  W288,042  W304,939  W311,290  W338,022  $309,855    W288,042    W304,939    W311,290    W338,022    W370,540    $316,890  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities

        

Deposits

W149,417  W163,016  W173,296  W178,810  W193,710  $177,569    W163,016    W173,296    W178,810    W193,710    W217,676    $186,160  

Trading liabilities

 823   704   1,371   1,258   2,689   2,465     704     1,371     1,258     2,689     2,136     1,826  

Financial liabilities designated at fair value through profit or loss

 1,954   3,298   4,822   5,909   8,996   8,247     3,298     4,822     5,909     8,996     8,916     7,625  

Derivative liabilities

 2,588   1,972   1,904   2,019   1,718   1,574     1,972     1,904     2,019     1,718     2,599     2,223  

Borrowings

 18,085   20,033   19,537   20,143   22,974   21,059     20,033     19,537     20,143     22,974     21,734     18,587  

Debt securities issued

 40,286   39,737   38,838   37,491   37,335   34,224     39,737     38,838     37,491     37,335     41,221     35,253  

Liability for defined benefit obligations

 170   275   222   118   309   284     275     222     118     309     226     193  

Provisions

 859   870   748   750   694   636     870     748     750     694     699     598  

Current tax payable

 251   568   254   239   257   236     568     254     239     257     142     121  

Deferred tax liabilities

 184   —     42   15   10   9     —       42     15     10     11     10  

Liabilities under insurance contracts

 8,986   10,867   13,420   15,662   17,776   16,295     10,867     13,420     15,662     17,776     20,058     17,154  

Other liabilities

 16,812   19,843   21,574   19,021   21,040   19,287     19,843     21,574     19,021     21,040     23,312     19,936  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

W240,415  W261,183  W276,028  W281,435  W307,508  $281,885    W261,183    W276,028    W281,435    W307,507    W338,730    $289,686  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

  As of December 31, 
  2010 2011 2012(1) 2013(1) 2014 2014(2) 
  (In billions of Won and millions of US$, except per common share data)   2011 2012 2013 2014 2015 2015(1) 
  (In billions of Won and millions of US$, except per common share data) 

Equity

           

Capital stock

  W2,590   W2,645   W2,645   W2,645   W2,645   $2,425    W2,645   W2,645   W2,645   W2,645   W2,645   $2,262  

Hybrid bond

   —     239   537   537   537   493     239   537   537   537   737   630  

Capital surplus

   8,835   9,887   9,887   9,887   9,887   9,063     9,887   9,887   9,887   9,887   9,887   8,456  

Capital adjustments

   (391 (393 (393 (393 (393 (361   (393 (393 (393 (393 (424 (362

Accumulated other comprehensive income

   1,584   1,030   980   673   638   585     1,189   980   673   638   305   261  

Retained earnings

   12,116   10,989   12,714   14,189   15,869   14,545     10,830   12,714   14,189   15,869   17,690   15,127  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total equity attributable to equity holders of the Group

 24,734   24,397   26,370   27,538   29,183   26,750     24,397   26,370   27,538   29,184   30,840   26,374  

Non-controlling interest

 2,461   2,462   2,541   2,317   1,331   1,220     2,462   2,541   2,317   1,331   970   830  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total equity

W27,195  W26,859  W28,911  W29,855  W30,514  $27,970    W 26,859   W 28,911   W29,855   W30,515   W31,810   $27,204  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities and equity

W267,610  W288,042  W304,939  W311,290  W338,022  $309,855    W288,042   W304,939   W311,290   W338,022   W370,540   $316,890  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

Notes:Note:

 

(1)We have restated our consolidated statements of comprehensive income for the years ended December 31, 2012 and 2013 and our consolidated statements of financial position as of December 31, 2012 and December 31, 2013 to give effect to changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Won amounts are expressed in U.S. dollarDollar at the rate ofW1,090.91,169.3 to US$1.00, the Noon Buying Rate in effect on December 31, 20142015 for the convenience of readers. No representation is made that the Won or U.S. dollarDollar amounts referred to above could have been or could be converted into U.S. dollarsDollars or Won, as the case may be, at any particular rate or at all.

Dividends

 

  Year Ended December 31,   Year Ended December 31, 
  2010   2011   2012   2013   2014   2011   2012   2013   2014   2015 
  (In Won and US$)   (In Won and US$) 

Cash dividends per share of common stock:

                    

In Korean Won

  W750    W750    W700    W650    W950    W750    W700    W650    W950    W1,200  

In U.S. Dollars(1)

  $0.66    $0.65    $0.66    $0.62    $0.87    $0.65    $0.66    $0.62    $0.87    $1.03  

Cash dividends per share of preferred stock:

                    

In Korean Won

  W5,275    W4,996    W5,580    W5,580    W5,580    W4,996    W5,580    W5,580    W5,580    W5,580  

In U.S. Dollars(1)

  $4.62    $4.31    $5.25    $5.29    $5.12    $4.31    $5.25    $5.29    $5.12    $4.77  

 

Note:

 

(1)Won amounts for 2010, 2011, 2012, 2013, 2014 and 20142015 are expressed in U.S. dollarDollar at the rate ofW1,130.6,W1,158.5,W1,063.2,W1,055.3,W1,090.9, andW1,090.9,1,169.3 respectively, to US$1.00, the Noon Buying Rate in effect on December 31, 2010, 2011, 2012, 2013, 2014 and 2014,2015, respectively, for the convenience of readers. No representation is made that the Won or U.S. dollarDollar amounts referred to above could have been or could be converted into U.S. dollarsDollars or Won, as the case may be, at any particular rate or at all.

Selected Statistical Information

Profitability Ratios and Other Data

 

  Year Ended December 31,   Year Ended December 31, 
  2010 2011 2012(1) 2013(1) 2014   2011 2012 2013 2014 2015 
  (Percentages)   (Percentages) 

Net income attributable to the Group as a percentage of:

            

Average total assets(2)(1)

   0.98 1.09 0.82 0.66 0.68   1.09 0.82 0.66 0.68 0.62

Average total Group stockholders’ equity(2)(1)

   10.36   10.89   8.83   7.03   7.25     10.89   8.83   7.03   7.25   7.08  

Dividend payout ratio(3)(2)

   21.84   20.39   16.77   19.47   24.66     20.39   16.77   19.47   24.66   30.25  

Net interest spread(4)(3)

   2.29   2.34   2.11   1.95   1.93     2.34   2.11   1.95   1.93   1.78  

Net interest margin(5)(4)

   2.69   2.80   2.57   2.36   2.31     2.80   2.57   2.36   2.31   2.08  

Efficiency ratio(6)(5)

   87.39   82.53   85.98   88.25   87.31     82.53   85.98   88.25   87.31   88.15  

Cost-to-income ratio(7)(6)

   44.03   44.79   47.45   52.41   55.32     44.79   47.45   52.41   55.32   52.74  

Cost-to-average assets ratio(8)(7)

   8.85   7.23   6.54   6.48   6.09     7.23   6.54   6.48   6.09   6.56  

Equity to average asset ratio(9)(8)

   9.49   9.97   9.31   9.43   9.36     9.97   9.31   9.43   9.36   8.72  

 

NotesNotes::

 

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Average total assets, liabilities and stockholder’s equity are based on (a) daily balances for Shinhan Bank and (b) quarterly balances for other subsidiaries.
(3)(2)Represents the ratio of total dividends declared on common and preferred stock and hybrid bonds as a percentage of net income attributable to the Group.
(4)(3)Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(5)(4)Represents the ratio of net interest income to average interest-earning assets.
(6)(5)Represents the ratio of non-interest expense to the sum of net interest income and non-interest income. Efficiency ratio is used as a measure of efficiency for banks and financial institutions. Efficiency ratio may be reconciled to comparable line-items in our income statements for the periods indicated as follows:

 

  Year Ended December 31,   Year Ended December 31, 
  2010 2011 2012 2013 2014   2011 2012 2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Non-interest expense (A)

  W24,124   W20,505   W19,802   W20,100   W19,733    W20,505   W19,802   W20,100   W19,733   W23,368  

Divided by

            

The sum of net interest income and non-interest income (B)

   27,606   24,845   23,031   22,776   22,601     24,845   23,031   22,776   22,601   26,509  

Net interest income

   6,473   7,080   6,980   6,605   6,790     7,080   6,980   6,605   6,790   6,693  

Non-interest income

   21,133   17,765   16,051   16,171   15,811     17,765   16,051   16,171   15,811   19,816  

Efficiency ratio ((A) as a percentage of (B))

   87.39 82.53 85.98 88.25 87.31   82.53 85.98 88.25 87.31 88.15

 

(7)(6)Represents the ratio of general and administrative expenses to the sum of net interest income, net fee and commission income, net gain on financial assets and liabilities at fair value through profit or loss and net other operating income.

(8)(7)Represents the ratio of non-interest expense to average total assets.

(9)(8)Represents the ratio of average stockholders’ equity to average total assets.

Asset Quality Ratios

 

  As of December 31,   As of December 31, 
  2010 2011 2012 2013 2014   2011 2012 2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Total gross loans

  W184,249   W195,055   W202,916   W207,987   W223,879    W195,055   W202,916   W207,987   W223,879   W248,429  

Total allowance for loan losses

  W2,852   W2,577   W2,800   W2,476   W2,501    W 2,577   W2,800   W2,476   W 2,501   W2,318  

Allowance for loan losses as a percentage of total loans

   1.55 1.32 1.38 1.19 1.12   1.32 1.38 1.19 1.12 0.93

Impaired loans(1)

  W2,757   W2,457   W2,658   W2,386   W2,127    W 2,457   W2,658   W2,386   W2,127   W1,902  

Impaired loans as a percentage of total loans

   1.50 1.26 1.31 1.15 0.95   1.26 1.31 1.15 0.95 0.77

Allowance as a percentage of impaired loans

   103.45 104.88 105.34 103.77 117.58   104.88 105.34 103.77 117.58 121.87

Total non-performing loans(2)

  W1,427   W1,416   W1,695   W1,197   W1,286    W 1,416   W 1,695   W 1,197   W1,286   W1,333  

Non-performing loans as a percentage of total loans

   0.77 0.73 0.84 0.58 0.57   0.73 0.84 0.58 0.57 0.54

Allowance as a percentage of total assets

   1.06 0.89 0.92 0.80 0.74   0.89 0.92 0.80 0.74 0.63

 

Notes:

 

(1)Impaired loans include (i) loans for which the borrower has defaulted under Basel standards applicable during the relevant period and (ii) loans that qualify as “troubled debt restructurings” applicable during the relevant period.
(2)Non-performing loans are defined as loans, whether corporate or retail, that are past due more than 90 days.

Capital Ratios

 

  As of December 31,   As of December 31, 
  2010 2011 2012 2013 2014   2011 2012 2013 2014 2015 
  (Percentages)   (Percentages) 

Group BIS ratio(1)

   12.38 11.41 12.46 13.43 13.05   11.41 12.46 13.43 13.05 13.39

Total capital adequacy ratio of Shinhan Bank

   15.47   15.26   15.83   16.29   15.43     15.26   15.83   16.29   15.43   14.75  

Adjusted equity capital ratio of Shinhan Card(2)

   24.99   25.81   27.43   30.41   29.69     25.81   27.43   30.41   29.69   28.88  

Solvency ratio for Shinhan Life Insurance(3)

   397.93   324.02   287.70   253.06   230.69     324.02   287.70   253.06   230.69   204.19  

 

Notes:

 

(1)Under the guidelines of the Financial Services Commission applicable to financial holding companies, the minimum requisite capital ratio applicable to us is the Bank for International Settlement (“BIS”) ratio of 8%. This computation is based on our consolidated financial statements in accordance with IFRS. See “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Capital Adequacy.”
(2)Represents the ratio of total adjusted shareholders’ equity to total adjusted assets and is computed in accordance with the guidelines issued by the Financial Services Commission for credit card companies. Under these guidelines, a credit card company is required to maintain a minimum adjusted equity capital ratio of 8%. This computation is based on the consolidated financial statements of the credit card company prepared in accordance with IFRS. See “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Credit Card Companies — Capital Adequacy.”
(3)Solvency ratio is the ratio of the solvency margin to the standard amount of solvency margin as defined and computed in accordance with the guidelines issued by the Financial Services Commission for life insurance companies. Under these guidelines, Shinhan Life Insurance is required to maintain a minimum solvency ratio of 100%. See “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Insurance Companies — Capital Adequacy.”

The Financial Services Commission regulations require that capital ratios be computed based on our consolidated financial statements under IFRS and regulatory guidelines. The following table sets forth our capital ratios computed on the basis of our consolidated financial statements under IFRS and the regulatory guidelines of the Financial Services Commission.

 

  As of December 31,   As of December 31, 
  2012 2013 2014   2013 2014 2015 
  (In millions of Won, except percentages)   (In millions of Won, except percentages) 

Risk-weighted assets

  W201,184,402   W190,716,648   W198,832,860    W190,716,648   W198,832,860   W203,274,542  

Total risk-adjusted capital

  W25,075,736   W25,605,827   W25,937,968    W25,605,827   W25,937,968   W27,216,448  

Tier 1 capital

  W19,124,728   W21,538,399   W22,174,353  

Tier I capital

  W21,538,399   W22,174,353   W23,194,191  

Tier I common equity capital

  W19,119,612   W20,678,971   W21,882,816  

Capital adequacy ratio (%)

   12.46 13.43 13.05   13.43 13.05 13.39

Tier 1 capital ratio (%)

   9.51 11.29 11.15

Tier I capital adequacy ratio (%)

   11.29 11.15 11.41

Common equity capital adequacy ratio (%)

   10.03 10.40 10.77

Exchange Rates

The following table sets forth, for the periods and dates indicated, certain information concerning the Noon Buying Rate in Won per US$1.00.

 

Year Ended December 31,

  At End of Period   Average(1)   High   Low   At End of Period   Average(1)   High   Low 
  (Won per US$1.00)   (Won per US$1.00) 

2010

   1,130.6     1,158.7     1,253.2     1,104.0  

2011

   1,158.5     1,105.2     1,197.5     1,049.2     1,158.5     1,105.2     1,197.5     1,049.2  

2012

   1,063.2     1,119.6     1,185.0     1,063.2     1,063.2     1,119.6     1,185.0     1,063.2  

2013

   1,055.3     1,094.6     1,161.3     1,050.1     1,055.3     1,094.6     1,161.3     1,050.1  

2014

   1,090.9     1,054.0     1,117.7     1,008.9     1,090.9     1,054.0     1,117.7     1,008.9  

2015

   1,169.3     1,133.7     1,196.4     1,063.0  

October

   1,073.1     1,073.1     1,074.4     1,043.9     1,140.5     1,143.2     1,180.0     1,120.9  

November

   1,112.1     1,112.1     1,114.7     1,077.0     1,149.4     1,153.5     1,172.7     1,136.5  

December

   1,090.9     1,090.9     1,117.7     1,080.8     1,169.3     1,169.9     1,188.0     1,140.7  

2015 (through April 10)

   1,093.1     1,101.5     1,135.7     1,075.3  

2016 (through April 12)

   1,144.5     1,182.9     1,242.6     1,138.9  

January

   1,104.3     1,104.3     1,109.1     1,075.3     1,210.0     1,203.3     1,217.0     1,190.4  

February

   1,100.7     1,100.7     1,112.8     1,086.8     1,238.1     1,216.2     1,242.6     1,186.1  

March

   1,107.7     1,107.7     1,135.7     1,095.7     1,229.6     1,181.6     1,229.6     1,138.9  

April (through April 10)

   1,093.1     1,093.1     1,098.1     1,083.4  

April (through April 12)

   1,144.5     1,150.5     1,158.4     1,142.0  

 

Source: Federal Reserve Board

Note:

 

(1)RepresentsThe average rate for annual and interim periods were calculated by taking the simple average of the Noon Buying Rates on the last day of each month during the relevant period. The average rates for the monthly periods (or portion thereof) were calculated by taking the simple average of the daily Noon Buying Rates during the relevant month (or portion thereof).

We have translated certain amounts in Korean Won, which appear in this annual report, into U.S. Dollars for convenience. This does not mean that the Won amounts referred to could have been, or could be, converted into U.S. Dollars at any particular rate, the rates stated above, or at all. Unless otherwise stated, translations of Won amounts to U.S. Dollars are based on the Noon Buying Rate in effect on December 31, 2014,2015, which wasW1,090.91,169.3 to US$1.00. On April 10, 2014,12, 2016, the Noon Buying Rate in effect wasW1,093.11,144.5 to US$1.00.

ITEM 3.B.Capitalization and Indebtedness

Not applicable.

 

ITEM 3.C.Reasons for the Offer and Use of Proceeds

Not applicable.

ITEM 3.D.Risk Factors

An investment in the American depositary shares representing our common shares involves a number of risks. You should carefully consider the following information about the risks we face, together with the other information contained in this annual report, in evaluating us and our business.

Risks Relating to Our Overall Business

Difficult conditions and turbulence in the Korean and global economy and financial markets may adversely affect our business, asset quality, capital adequacy and earnings.

Most of our assets are located in, and we generate most of our income from, Korea. Accordingly, our business and profitability are largely dependent on the general economic and social conditions in Korea, including interest rates, inflation, exports, personal expenditures and consumption, unemployment, demand for business products and services, debt service burden of households and businesses, the general availability of credit, the asset value of real estate and securities and other factors affecting the financial well-being of our corporate and retail customers.

The Korean economy is closely integrated with, and is significantly affected by, developments in the global economy. In light of the ongoing general uncertainty about economic weakness and political turbulenceconditions in Europe, signs of cooling economy for China and the continuing politicalgeopolitical and social instability in various parts of the Middle East, including Iraq, Syria and Yemen, as well as in the former republics of the Soviet Union, including Russia and Ukraine, among others, significant uncertainty remains as to the global economic prospects in general and has adversely affected, and may continue to adversely affect, the Korean economy. In addition, as the Korean economy matures, it is increasingly exposed to the risk of a “scissor effect”,effect,” namely being pursued by competitors in less advanced economies while not having fully caught up with competitors in advanced economies, which risk is amplified by the fact that Korean economy is heavily dependent on exports. The Korean economy also continues to face other difficulties, including sluggishness in domestic consumption and investment, weaknessvolatility in the real estate market, rising household debt, potential declines in productivity due to aging demographics and low birth rates, and a rise in youth unemployment. Any future deterioration of the global and Korean economies could adversely affect our business, financial condition and results of operations.

In particular, difficulties in financial and economic conditions could result in significant deterioration in the quality of our assets and accumulation of higher provisioning, allowances for loan losses and charge-offs as an increasing number of our corporate and retail customers declare bankruptcy or insolvency or otherwise face increasing difficulties in meeting their debt obligations. In addition,For example, in 2011 and 2012, the continuing slump in the real estate market and the shipbuilding and shipping industries hasindustry led to increased delinquency among our corporate borrowers in the construction, real estate leasing, shipbuilding and shipping industries, (andand in certain cases, even insolvency, corporate restructuringsworkouts, recovery proceedings and/or voluntary arrangements with creditors, as was the case for the current and former member companies of the STX Group, Keangnam Enterprises andCo., Ltd., Dongbu Steel to each of which we have limited exposure). While we have sought to actively reduce our exposure to such troubled industries through preemptive risk management policies, we cannot assure you that we will not experience further loan losses from borrowers in these industries sinceCo., Ltd., and Sambu Construction Co., Ltd. During the quality of their assets may further deteriorate due tosame period, the continuedsustained slump in these industries orthe real estate market also led to increased delinquency among our retail borrowers, and in particular, borrowers with collective loans for other reasons.pre-sale of newly constructed apartment units.

Accordingly, Shinhan Bank’s delinquency ratio (based on delinquency of one or more month and net of delinquency)charge-offs and loan sales) increased from 0.48% inas of December 31, 2010 to 0.60% inas of December 31, 2011

and 0.61% in 2012, but decreased to 0.39% in 2013 and further to 0.31% in 2014,as of December 31, 2012. However, primarily due to a modest rebound in the housing market recently and Shinhan Bank’s active efforts to reduce its exposure to such troubled industries and other at-risk borrowers through preemptive risk management policies and increased lending to borrowers with high-quality credit profiles as part of Shinhan Bank’s strategic initiative to improve its asset quality.quality, Shinhan Bank’s delinquency ratio decreased to 0.39% as of December 31, 2013 and further to 0.31% as of December 31, 2014, and remained stable at 0.33% as of December 31, 2015. There is no assurance, however, that Shinhan Bank will not experience further loan losses from borrowers in the troubled industries since the quality of loans to such borrowers may further deteriorate due to the continued slump in these industries or for other reasons. As for Shinhan Card, its delinquency ratio under the Financial Services Commission guidelines increased from 2.01% inas of December 31, 2010 to 2.27% inas of December 31, 2011, and further to 2.64% inas of December 31, 2012 largely as a result of an increase in its assets, before stabilizing and decreasing to 2.15%, 2.18% and 2.18% in1.69% as of December 31, 2013, 2014 and 2014,2015, respectively, largely as a result of its enhanced preemptive risk management and controlled asset growth as well as the sale of large non-performing loans to improve its asset quality.

Moreover, as was the case during the global financial crisis of 2008-2009, depending on the nature of the difficulties in the financial markets and general economy, we may be forced to scale back certain of our core lending activities and other operations and/or borrow money at a higher funding cost or face a tightening in the net interest spread, any of which may have a negative impact on our earnings and profitability. Furthermore, while we and our principal subsidiaries currently maintain a capital adequacy ratio at a level higher than the required regulatory minimum, there is no guarantee that an even higher capital requirement will not be imposed by the Government in case of a renewed economic crisis.

In addition, given the highly integrated nature of financial systems and economic relationships worldwide, there may be other unanticipated systemic or other risks that may not be presently predictable. Any of these risks, if materialized, may have a material adverse effect on our business, liquidity, financial condition and results of operations.

Competition in the Korean financial services industry is intense, and may further intensify.

Competition in the Korean financial services industry is, and is likely to remain, intense, including as a result of the sustained low interest rate environment (which narrows opportunities to make profit based on the spread between lending rates and funding rates), the continuing sluggishness in the general economy, the growing maturation and saturation of the industry as a whole, the entry of new market participants and deregulation, among others.

In the banking sector, Shinhan Bank competes principally with other national commercial banks in Korea, but also faces competition from a number of additional banking institutions, including branches and subsidiaries of foreign banks operating in Korea, regional banks, government-owned development banks and Korea’s specialized banks, such as Korea Development Bank, the Industrial Bank of Korea and the National Association of Agriculture and Fisheries, as well as various other types of financial service providers, including savings institutions (such as mutual savings and finance companies, credit unions and credit cooperatives), investment companies (such as securities brokerage firms, merchant banking corporations and asset management companies) and life insurance companies. As of December 31, 2014,2015, Korea had sevensix major nationwide domestic commercial banks (including Citibank Korea Inc. and Standard Chartered Bank Korea Limited, both of which are domestic commercial banks acquired by global financial institutions), six regional commercial banks and branches and subsidiaries of 40 foreign banks. Foreign financial institutions, many of which have greater experiences and resources than we do, may continue to enter the Korean market and compete with us in providing financial products and services either by themselves or in partnership with existing Korean financial institutions.

In the small- and medium-sized enterprise and retail banking segments, which have been Shinhan Bank’s traditional core businesses, competition is expected to increase further. In recent years, Korean banks, including Shinhan Bank, have increasingly focused on stable asset growth based on quality credit, such as corporate

borrowers with high credit ratings, loans to “small office, home office” (“SOHO”) with high levels of collateralization, and mortgage and home equity loans within the limits of the prescribed loan-to-value ratios and debt-to-income ratios. This common shift in focus toward stable growth based on less risky assets has intensified competition as banks compete for the same limited pool of quality credit by engaging in price competition or by other means, although Shinhan Bank has traditionally focused, and will continue to focus, on enhancing profitability rather than increasing asset size or market share, and has avoided, to the extent practicable, engaging in price competition by way of lowering lending rates. In addition, such competition may result in lower net interest margin and reduced overall profitability, especially if the low interest rate environment were to continue for a significant period of time. Therefore, if competing financial institutions seek to expand market share by lowering their lending rates, Shinhan Bank may suffer customer loss, especially among customers who select their lenders principally on the basis of lending rates. In response thereto or for other strategic reasons, Shinhan Bank may subsequently lower its own lending rates to stay competitive, which could lead to a decrease in its net interest margins and outweigh any potential positive impact on the net interest margin from a general rise in market interest rates. Any future decline in Shinhan Bank’s customer base or its net interest margins could have an adverse effect on our results of operations and financial condition.

In the credit card sector, Shinhan Card competes principally with existing “monoline” credit card companies, credit card divisions of commercial banks, consumer finance companies, other financial institutions and, recently, credit card service providers allied with mobile telecommunications service providers in Korea. Competition has been historically intense in this sector and the market has shown signs of saturation as existing and new credit card service providers make significant investments and engage in aggressive marketing campaigns and promotions to acquire new customers and target customers with high credit quality. While competition has subsided somewhat recently due to stricter government regulations, such as curbs on excessive marketing expenses, competition remains intense and credit card issuers may continue to compete with Shinhan Card for customers by offering lower interest rates and fees, higher credit limits, more attractive promotions and incentives and alternative products such as phone cards, gift cards and low-interest consumer loan products. As a result, Shinhan Card may lose customers or service opportunities to competing credit card issuers and/or incur higher marketing expenses. In addition, the Government regulations adopted in 2012 mandating lower merchant fees chargeable to small- and medium-sized businessesenterprises (which are subject to revision every three years) and the Government guidelines issued in 2013 suggesting lower standard interest rates for cash advances and card loans have reduced, and are likely to continue to limit, the revenues of credit card companies, including Shinhan Card. Most recently, in November 2015, the Government announced a further reduction in the merchant fees chargeable to small- and medium-sized enterprises with effect from January 31, 2016, and this is expected to place downward pressure on Shinhan Card’s results of operations for 2016 and beyond. Furthermore, the Government’s recent guidelines to bolster consumer protection and protect customers’ personal data in the aftermath of data leaks at certain credit companies (not including Shinhan Card) may result in additional compliance costs for Shinhan Card. Customer attrition, together with any further lowering of fees or reduction in base and market interest rates and/or additional expenses from more extensive marketing and promotional campaigns that Shinhan Card might implement to acquire and retain customers, could reduce its revenues and earnings. Furthermore, the average credit quality of Shinhan Card’s customers may deteriorate if customers with higher credit quality borrow from our competitors rather than Shinhan Card and it may become more difficult for Shinhan Card to attract and maintain quality customers. In general, the growth, market share and profitability of Shinhan Card’s operations may decline or become negative as a result of market saturation in this sector, interest rate competition, pressure to lower fee rates and incur higher marketing expenses, as well as Government regulation and social and economic developments in Korea that are beyond our control, such as changes in consumer confidence levels, spending patterns or public perception of credit card usage and consumer debt. If Shinhan Card fails to maintain or attract new cardholders or increase the card usage by existing customers or experiences deterioration in its asset quality and a rise in delinquency, our business, financial condition and results of operations may be adversely affected.

In other financial services sectors, our other subsidiaries also compete in a highly fragmented market. Some of our competitors, particularly the major global financial institutions, have greater experience and resources than we do.

Consolidation among our rival institutions and the Government’s privatization efforts may also add competition in the markets in which we and our subsidiaries conduct business. The Korean bankingA number of significant mergers and acquisitions in the industry may undergo further consolidation either voluntarily or as parthave taken place in Korea over the past decade, including the acquisition of government-led initiatives, including privatization, although the Government announcedHanmi Bank by an affiliate of Citibank in March 2013 that it would no longer pursue privatization2004, Standard Chartered Bank’s acquisition of Korea DevelopmentFirst Bank in 2005, Chohung Bank’s merger with Shinhan Bank in 2006, and Hana Financial Group’s acquisition of Korea Exchange Bank in 2012 and the resulting merger of Hana Bank and IndustrialKorea Exchange Bank of Korea. Somein September 2015. Moreover, in 2014, pursuant to the implementation of the financial institutions resulting from these developments may, by virtue of their increased size, expanded business scopeGovernment’s privatization plan with respect to Woori Finance Holdings (now merged into Woori Bank) and more efficient operations, provide greater competition for us. For example, partly to facilitate the sale of Government-invested members of theits former subsidiaries, Woori Financial, Group which had not materialized despite a prolonged attempt to sell them as a whole, beginning in 2013 the Government has promoted the sale of such members in three separate groups (namely, commercial banking, regional banking,Woori Asset Management and securities and investment). As a result, the securities and investment members of the former Woori F&I were acquired by KB Financial Group, (includingKiwoom Securities and Daishin Securities, respectively, and Woori Investment & Securities)Securities, Woori Aviva Life Insurance and Woori FG Savings Bank were soldacquired by NongHyup Financial Group. In 2015, the Government decided to other domestic financial institutionssell a 30% to 40% interest in the first half of 2014 and their regional banking members (namely, Kyongnam Bank and Gwangju Bank) were sold to other domestic financial institutions in October 2014. In November 2014, Woori Financial Group was dissolved and merged into Woori Bank to multiple investors in separate blocks ranging from 4% to 10% each. Although such attempts have stalled, most recently in January 2016 when discussions with allthree Saudi Arabian sovereign funds broke off, the remaining subsidiaries of the former Woori Financial Group having been converted into subsidiariesGovernment is expected to continue efforts to sell minority stakes of Woori Bank. The Government continues to seek to sell Woori Bank, and the outlook for such sale remains uncertain. If one of major competitors or a foreign financial institution were to acquire Woori Bank or any of its major operating subsidiaries, the consolidated entity may have a greater scale of

operations, including a larger customer base, and financial resources than us, which may hurt our ability to compete effectively. In addition, in April 2013, Korea ExchangeOctober 2014, the Government’s ownership interest in the holding companies of Kwangju Bank became part of Hanaand Kyongnam Bank were acquired by JB Financial Group after acquisition ofand BS Financial Group (now BNK Financial Group), respectively. In the formersecurities brokerage sector, Mirae Asset agreed in January 2016 to acquire KDB Daewoo Securities, which, if successfully consummated, will create the largest brokerage company in Korea by the latter in February 2012, and in October 2014, Korea Exchange Bank entered into an agreement to be merged into Hana Bank, one of the major commercial banks in Korea.assets. Any of these developments may place us at a competitive disadvantage and outweigh any potential benefit to us in the form of opportunities to acquire new customers who are displeased with the level of services at the newly reorganized entities or to provide credit facilities to corporate customers who wish to maintain relationships with a wide range of banks in order to diversify their sources of funding. We expect that such consolidation and other structural changes in the financial industry will continue. Other financial institutions may seek to acquire or merge with other entities, and the financial institutions resulting from such consolidation may, by virtue of their increased size and business scope, provide greater competition for us. Increased competition and continuing consolidation may lead to decreased margins, resulting in a material adverse impact on our future profitability.

Regulatory reforms and the general modernization of business practices in Korea have also led to increased competition among financial institutions in Korea. From early 2009, financial investment companies with a dealing license and/or brokerage license are allowed to provide secondary services in connection with securities investments such as settlement and remittance services relating to customer deposits. In addition, in the second half of 2015, the Financial Services Commission began to take steps to adopt the “account switch service,” which allows customers to manage or switch their automatic payment transfer accounts in a more convenient way. For example, the Financial Services Commission introduced the integrated automatic payment transfer management system, which enables customers to change the bank account through which automatic payment transfers are made by following simple steps online or visiting a bank branch, with the banks being responsible for implementing the change should the customer decide to switch banks. Prior to the introduction of the account switch service, customers had the onus of making arrangements with each of the involved banks as well as the payment recipient to make the change. Under the new system, it is expected that customers will find it easier to switch from one bank to another. Currently, the service only applies to limited types of payment transfers, but the Financial Services Commission plans to expand the service with respect to all types of payment transfers by June 2016. Furthermore, effective March 2016, the Financial Services Commission introduced the individual savings account (“ISA”) system, as part of its efforts to lower the regulatory barrier between the banking and securities sectors. The ISA is an integrated account that enables account holders to manage a number of different financial products, including cash deposits, funds and securities investment accounts, from a single account, the income from which will be eligible for tax benefits. Since this new system does not allow an individual to hold multiple ISA accounts, competition among banks and securities firms to retain existing customers and attract new customers is expected to intensify. As a result, Shinhan Bank may face difficulties in increasing or retaining its

deposits, which in turn may result in an increase in its cost of funding and a decrease in its settlement and remittance service fee revenue. As the reform of the financial sector continues, competition may become more intense among existing banks, insurance companies, securities companies and other financial organizations, and may lead to significant changes in the current Korean financial market.

Furthermore, as the Korean economy further develops and new business opportunities arise, more competitors may enter the financial services industry. Recently, banks are beginning to compete for new customers and competition between bank-operated credit card companies and independent card companies may increase substantially. For example, as part of the aforementioned privatization efforts by the Government, Woori Card may be sold to another major credit card company, in which case it is possible that a credit card company comparable to Shinhan Card in terms of asset size and customer base may newly emerge. Furthermore, as online service providers and technology companies with large-scale user networks, such as Daum Kakao Corp., NAVER and Samsung Electronics, recently make significant inroads in providing virtual payment services through a system based on a growing convergence of financial services and technology commonly referred to as “fintech”,“fintech,” competition for online customers is growing not just among commercial banks, but also from online and mobile payment service providers. Also, widespread consumer acceptance of mobile phone payment services in lieu of credit card services could add to competitive threat to the existing credit card service providers, including our credit card subsidiary. In addition, the Government recently announced its plans to allow Internet-only banks to operate in Korea. As of the date hereof, two business consortiums, Kakao consortium and KT consortium, have been granted preliminary permission by the Government to operate Internet-only banks. These consortiums are expected to apply for final permission during the second half of 2016 and commence operations within six months of the final permission being granted by the Government. Internet-only banks may have advantages over traditional banks as the former can pass savings in labor and overhead costs to their customers by offering higher interest rates on deposit accounts, lower loan costs and reduced service fees. Accordingly, the commercial banks are facingwill likely face increasing pressure to upgrade their service platforms to attract and maintain online users, which represents a growing customer base compared to traditional customers who have primarily conducted banking in-person at physical banking branches. In addition, large non-financial institutions, such as mobile telecommunications companies, which on a combined basis service most of the Korean population, may expand entry into the Korean credit card and consumer finance businesses by way of convergence with the existing and future mobile telephone networks. Accordingly, a widespread consumer acceptance of mobile phone payment services in lieu of credit card services could add to competitive threat to the existing credit card service providers, including our credit card subsidiary.

Recently, following the global financial crisis, the Government has subjected Korean financial institutions to stricter regulatory requirements and guidelines in areas of asset quality, capital adequacy, liquidity and residential and other lending practices, which has had a dampening effect on competition. The Financial Services Commission implemented the capital requirements of Basel III, thewhose minimum requirements of which are beingwere phased in sequentially from December 1, 2013 and will become fully effective onthrough full implementation by January 1, 2019,2015, based on the guidelines set forth in the amended Regulation on the Supervision of the Banking Business and the Detailed Regulation on the Supervision of the Banking Business. In addition, the Financial Services Commission announced its plan to implementis currently implementing the Basel III requirements relating to liquidity coverage ratio and capital conservation buffer, each of which will be fully phased in by January 1, 2019. Furthermore, the Financial Services Commission announced that it would implement the Basel III requirements relating to countercyclical capital buffer, in 2015 andwhich was initially set at 0% on March 30, 2016 respectively, among other Basel III requirements.but may be subject to change upon quarterly review by the Financial Services Commission. However, there is no assurance that these measures will continue to curbhave the effect of curbing competition or that the Government will not reverse or reduce such measures or introduce other deregulatory measures, which may further intensify competition in the Korean financial services industry. For further details on the capital requirements applicable to us, see “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Capital Adequacy.”

If, despite our efforts to adapt to the changing macroeconomic environment and comply with new regulations, we are unable to compete effectively in the changing business and regulatory environment, our profit margin and market share may erode and our future growth opportunities may become limited, which could adversely affect our business, financial condition and results of operations.

We and our subsidiaries need to maintain our capital ratios above minimum required levels, and the failure to so maintain could result in the suspension of some or all of our operations.

We and our subsidiaries in Korea are required to maintain specified capital adequacy ratios. For example, effective January 1, 2015, we and our banking subsidiaries in Korea are required to maintain a minimum common equity Tier I capital adequacy ratio of 4.5%, a Tier I capital adequacy ratio of 6.0%, a common equity Tier I ratio of 4.5% and a BIStotal capital

(BIS) ratio of 8.0%. These ratios measure the respective regulatory capital as a percentage of risk-weighted assets on a consolidated basis and are determined based on guidelines of the Financial Services Commission. In addition, our subsidiaries Shinhan

Card, Shinhan Life Insurance and Shinhan Investment are required to maintain a consolidated adjusted equity capital ratio of 8.0%, a solvency ratio of 100% and a net operating capitalequity ratio of 150%100%, respectively.

While we and our subsidiaries currently maintain capital adequacy ratios in excess of the respective required regulatory minimum levels, we or our subsidiaries may not be able to continue to satisfy the capital adequacy requirements for a number of reasons, including an increase in risky assets and provisioning expenses, substitution costs related to the disposal of problem loans, declines in the value of securities portfolios, adverse changes in foreign currency exchange rates, changes in the capital ratio requirements, the guidelines regarding the computation of capital ratios, or the framework set by the Basel Committee on Banking Supervision (the “Basel Committee”) upon which the guidelines of the Financial Services Commission are based, or other adverse developments affecting our asset quality or equity capital.

In December 2010, the Basel Committee issued final rules in respect of (i) a global regulatory framework for more resilient banks and banking systems and (ii) an international framework for liquidity risk measurement, standards and monitoring, which together are commonly referred to as “Basel III.” Under Basel III, Tier I capital is defined to include common equity Tier I and additional Tier I capital. Common equity Tier I capital is a new category of capital primarily consisting of common stock, capital surplus, retained earnings and other comprehensive income (progressively phased into the capital ratio calculation over several years). The new minimum capital requirements, including the minimum common equity Tier 1I requirement of 4.5% and additional mandatory capital conservation buffer requirement of 2.5%, are currently being implemented in phases until January 1, 2019. Additional discretionary countercyclical capital buffer requirements are also expected to be phased in, starting in 2016, which will range at the discretion of national regulators between 0% and 2.5% of risk-weighted assets. Basel III introducedalso introduces a minimum leverage ratio requirement that is currently proposed at 3% on a preliminary basis. Therequirement. In January 2016, the Group of Central Bank Governors and Heads of Supervision, the oversight body of the Basel Committee, issued(i) endorsed a new market risk framework that will take effect from 2019 by revising the full textstandards on minimum capital requirements for market risk, (ii) agreed to complete its work to address the problem of Basel III’s leverage ratio frameworkexcessive variability in risk-weighted assets by the end of 2016, and disclosure in January 2014. Public disclosure(iii) agreed on the use of a Tier I definition of capital for the componentscalculation of the leverage ratio is required starting January 1, 2015.and the minimum leverage ratio level of 3%. The final calibration of the leverage ratio and any further adjustments to its definition are currently expected to be completed by 2017within 2016, and full compliance therewith is expected to be required beginning January 1, 2018. On January 13, 2011,

In order to implement the Basel Committee issued further minimum capital requirements to ensure that all classes of capital instruments fully absorb losses at the point of non-viability before taxpayers are exposed to loss. Instruments issued on or after January 1, 2013 may only be includedunder Basel III in regulatory capital if the new requirements are met. The capital treatment of securities issued prior to this date will be phased out over a ten-year period commencing January 1, 2013.

The Financial Supervisory Service amendedKorea, the Regulation on the Supervision of the Banking Business to implement the capital requirements of Basel III in Korea under which the new Basel III capital requirements were phased in sequentially fromwas amended, effective December 2013 and became fully effective in January 2015.1, 2013. Under the amended Regulation on the Supervision of the Banking Business, effective from January 1, 2015, commercial banks in Korea must meet certain minimum capital requirements with respect to risk-weighted assets. Specifically, effective from December 1, 2013, commercial banks are required to maintain a minimum total capital adequacy (BIS)common equity Tier I ratio of 8.0%4.5%, a minimum common stock capital ratio of 3.5% and a minimum Tier I capital ratio of 4.5%6.0% and effective from January 1, 2015, commercial banks are required to maintain a minimum total capital adequacy (BIS) ratio of 8.0%, a minimum common stock capital. The Regulation on the Supervision of the Banking Business was further amended on December 26, 2014, to implement the liquidity coverage ratio requirements under Basel III in increments of 4.5% and a minimum Tier 1 capital ratio5% annually, from 80% as of 6.0%. Effective January 1, 2015 if any bank fails to satisfy the above requirements, such bank will be subject to prompt corrective measures. In addition to such minimum capital requirements, capital100% as of January 1, 2019. Capital conservation buffer requirements will beare also being phased in sequentially from January 1, 2016 at which timein increments of 0.625% annually, to the effect that commercial banks will be required to reserve at least a 0.625% capital surcharge in its capital conservation buffer, and from January 2019, at which time commercial banksKorea will be required to maintain a capital conservation buffer of 2.5%. as of January 1, 2019. If a commercial bank fails to maintain such capital conservation buffer requirements, such bank will be subject to certain restrictions relating to its use of income, such as distributing dividends and purchasing treasury stock. In addition, underThe Financial Services Commission also announced that it would implement the amended RegulationBasel III requirements relating to countercyclical capital buffer, which was initially set at 0% on March 30, 2016 but may be subject to change upon quarterly review by the Supervision ofFinancial Services Commission. Most recently, in December 2015, the Banking Business, equity securities issued after December 1, 2013 must includeFinancial Services Commission designated us, Hana Financial Group, KB Financial Group and NongHyup Financial Group as domestic systemically important bank holding companies and Woori Bank as a contingentdomestic systemically important bank and introduced more stringent capital feature as required under Basel III’s capital requirements. For equity securities issued before December 1, 2013, a certain amount thereof will be derecognized annually as equity securities pursuant to the transitional provisions of such amended regulations. However, equity securities issued after September 12, 2010 containing step-up provisions do not benefit from such transitional provisions and are not recognized as equity securities in their full amount. Accordingly, the Series 12 non-voting redeemable preferredrequirements for these financial

shares we issuedinstitutions. According to these new regulations, such financial institutions are required to maintain an additional capital buffer of 0.25% starting on April 20, 2011 are not recognized as equity securities. See “Item 10.B. Memorandum and Articles of Incorporation — Description of Preferred Stock — Preferred Stock” for more details regarding our Series 12 non-voting redeemable preferred shares.January 1, 2016, with such buffer to increase by 0.25% annually to 1.00% by January 1, 2019.

We and our banking subsidiaries are currently, and have been, in full compliance with Basel III requirements as implemented in effectKorea since its introduction in December 1, 2013. However, there is no assurance that we will continue to be able to do so for whatsoever reason, andbe in compliance with Basel III requirements. New requirements under Basel III may require an increase in the credit risk capital requirements in the future, which may require us or our subsidiaries to either improve asset quality or raise additional capital. In addition, if the capital adequacy ratios of us or our subsidiaries were to fall below the required levels, the Financial Services Commission might impose penalties ranging from a warning to suspension or revocation of our or our subsidiaries’ business licenses. In order to maintain the capital adequacy ratios above the required levels, we or our subsidiaries may be required to raise additional capital through equity financing, but there is no assurance that we or our subsidiaries will be able to do so on commercially favorable terms or at all and, even if successful, any such capital raising may have a dilutive effect on our shareholders with respect to their interest in us or on us with respect to our interest in our subsidiaries.

Liquidity, funding management and credit ratings are critical to our ongoing performance.

Liquidity is essential to our business as a financial intermediary, and we may seek additional funding in the near future to satisfy liquidity needs, meet regulatory requirements, enhance our capital levels or fund the growth of our operations as opportunities arise.

For example, Basel III includes an international framework for liquidity risk measurement, standards and monitoring, as noted above, including a new minimum liquidity standard, known as the liquidity coverage ratio (“LCR”), which is designed to ensure that banks have an adequate stock of unencumbered high quality liquid assets (“HQLA”) that can be easily and speedily converted into cash in the private marketplace to survive a significant stress scenario lasting 30 calendar days. The LCR is computed as (a) the value of a banking organization’s HQLA, divided by (b) its total expected net cash outflows over the next 30 calendar days under stress scenarios. The minimum LCR is 100%. In January 2013, the Basel Committee on Bank Supervision released a revised formulation of the LCR, one of two quantitative liquidity measures approved in December 2010 as part of Basel III. The Basel Committee extended the timetable for full phase-in of the LCR to the effect that the minimum LCR has becomewas set at 60% as of January 1, 2015 and will thereafter rise by anrises in annual incrementincrements of 10% so that the minimum LCR will be 100% as of January 1, 2019. In December 2014, the Financial Services Commission promulgated regulations to implement the liquidity requirements of Basel III, including raising the minimum LCR to 80% as of January 1, 2015 and thereafter by an annual incrementincrements of 5% so that the minimum LCR for commercial banks in Korea will be 100% as of January 1, 2019.

A substantial part of the liquidity and funding requirements for our banking subsidiaries is met through short-term customer deposits, which typically roll over upon maturity. While the volume of our customer deposits has generally been stable over time, customer deposits have from time to time declined substantially due to the popularity of other, higher-yielding investment opportunities, namely stocks and mutual funds, for example, during times of bullish stock markets. During such times, our banking subsidiaries were required to obtain alternative funding at higher costs. There is no assurance that a similar development will not occur in the future. In addition, in recent years, we have faced increasing pricing competition from our competitors with respect to our deposit products. If we do not continue to offer competitive interest rates to our deposit customers, we may lose their business, which has traditionally provided a stable and low-cost source of funding. In addition, even if we are able to match our competitors’ pricing, doing so may result in an increase in our funding costs, which may have an adverse impact on our results of operation.operations.

We and our subsidiaries also raise funds in capital markets and borrow from other financial institutions, the cost of which depends on the market rates and the general availability of credit and the terms of which may limit our

ability to pay dividends, make acquisitions or subject us to other restrictive covenants. While we and our subsidiaries are not currently facing liquidity difficulties in any material respect, if we or our subsidiaries are unable to obtain the funding we need on terms commercially acceptable to us for an extended period of time for whatever reason, we may not be able to ensure our financial viability, meet regulatory requirements, implement our strategies or compete effectively.

Credit ratings affect the cost and other terms upon which we and our subsidiaries are able to obtain funding. Domestic and international rating agencies regularly evaluate us and our subsidiaries, and their ratings of our and our subsidiaries’ long-term debt are based on a number of factors, including our financial strength as well as conditions affecting the financial services industry and the Korean economy in general. There can be no assurance that the rating agencies will maintain our current ratings or outlooks. There is no assurance that Shinhan Bank, Shinhan Card, any of our other major subsidiaries or our holding company will not experience a downgrade in their respective credit ratings and outlooks for reasons related to the general Korean economy or reasons specific to such entity. Any downgrade in the credit ratings and outlooks of us and our subsidiaries will likely increase theour cost of our funding, limit our access to capital markets and other borrowings, or require us to provide additional credit enhancement in financial transactions, and could increase the amount of regulatory liquidity we will be required to hold when Basel III liquidity requirements become effective, any of which could adversely affect our liquidity, net interest margins and profitability, and in turn, our business, financial condition and results of operations.

Changes in interest rates, foreign exchange rates, bond and equity prices, and other market factors have affected and will continue to affect our business, results of operationoperations and financial condition.

The most significant market risks we face are interest rate, foreign exchange and bond and equity price risks. Changes in interest rate levels, yield curves and spreads may affect the interest rate margin realized between lending and borrowing costs. Changes in foreign currency exchange rates, particularly in the Korean Won-U.S.Won to U.S. Dollar exchange rates, affect the value of our assets and liabilities denominated in foreign currencies, the reported earnings of our non-Korean subsidiaries and income from foreign exchange dealings, and substantial and rapid fluctuations in the exchange rates may cause difficulty in obtaining foreign currency-denominated financing in the international financial markets on commercial terms acceptable to us or at all. The performance of financial markets may affect bond and equity prices and, therefore, cause changes in the value of our investment and trading portfolios. While we have implemented risk management systems to mitigate and control these and other market risks to which we are exposed, it is difficult to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on our business, financial condition and results of operations.

Of particular importance is the change in the base and market interest rates. Since the onset of the global financial crisis in the second half of 2008,2009, Korea, like many other countries, has experienced a low interest rate environment despite some marginal fluctuations, in part due to the Government’s policy to stimulate the economy through active rate-lowering measures. Since January 1, 2011,Between 2009 and 2014, the base interest rate set by the Bank of Korea has remained within the band between 1.75%2.00% and 3.25%. In March 2015,an effort to support Korea’s economy in light of the recent slowdown in Korea’s growth and uncertain global economic prospects, the Bank of Korea reduced the base interest rate was set at ato 1.75% in March 2015 and further reduced such rate to the historic low of 1.75%.

1.50% in June 2015, which has since remained unchanged. Interest rate movements, in terms of magnitude and timing as well as their relative impacts on our assets and liabilities, have a significant impact on our net interest margin and profitability, particularly with respect to our financial products that are sensitive to such movements. For example, if the interest rates applicable to our loans (which are recorded as assets) increase at a slower pace or by a thinner margin than the interest rates applicable to our deposits (which are recorded as liabilities), our net interest margin will shrink and our profitability will be negatively affected. In addition, the relative size and composition of our variable rate loans and deposits (as compared to our fixed rate loans and deposits) may also impact our net interest margin. Furthermore, the difference in the average term of our interest-earning assets (primarily loans) compared to our interest-bearing liabilities (primarily deposits) may also impact our net interest margin. For example, since our deposits tend to have longer terms, on average, than those of our loans, our deposits are on average less sensitive to movements in the base interest rates on which our deposits and loans tend to be pegged, and therefore, a decrease in the base

interest rates tends to decrease our net interest margin while an increase in the base interest rates tends to have the opposite effect. While we continually manage our assets and liabilities to minimize our exposure to interest rate volatility, such efforts by us may not mitigate the impact of interest rate volatility in a timely or effective

manner, and our net interest margin, and in turn our financial condition and results of operations, could suffer significantly.

We cannot assure you when and to what extent the Government will in the future adjust the base interest rate, to which the market interest rate correlate.correlates. A decision to adjust the base interest rate is subject to many policy considerations as well as market factors, including the general economic cycle, inflationary levels, interest rates in other economies and foreign currency exchange rates, among others. In general, a decrease in interest rates adversely affects our interest income due to the differentialdifferent maturity structure for our assets and liabilities as discussed above. Conversely,In contrast, if there were to be a significant or sustained increase in interest rates, all else being equal, such movement would lead to a decline in the value of traded debt securities and could also raise our funding costs, while reducing loan demand, especially among retail customers. Rising interest rates may therefore require us to re-balance our assets and liabilities in order to minimize the risk of potential mismatches in our asset liability management and to maintain our profitability. In addition, rising interest rates may adversely affect the Korean economy and the financial condition of our corporate and retail borrowers, including holders of our credit cards, which in turn may lead to deterioration of asset quality for our credit portfolio. Since most of our retail and corporate loans bear interest at rates that adjust periodically based on prevailing market rates, a sustained increase in interest rates will increase the funding costs of our borrowers and may adversely affect their ability to make payments on their outstanding loans.

We may incur losses associated with our counterparty exposures.

We face the risk that counterparties will be unable to honor contractual obligations to us or our subsidiaries. These parties may default on their obligations to us or our subsidiaries due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, from entering into swaps or other derivative contracts under which counterparties have obligations to make payments to us or our subsidiaries or in executing currency or other trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Any realization of counterparty risk may adversely affect our business, operations and financial condition.

Risks Relating to Our Banking Business

We have significant exposure to small- and medium-sized enterprises, and financial difficulties experienced by such enterprises may result in a deterioration of our asset quality.

Our banking activities are conducted primarily through our wholly-owned subsidiary, Shinhan Bank. One of our core banking businesses has historically been and continues to be lending to small- and medium-sized enterprises (as defined in “Item 4.B. Business Overview — Our Principal Activities — Corporate and Investment Banking Services — Small- and Medium-sized Enterprises Banking”). Our loans (before allowance for loan losses and deferred loan origination costs and fees) to such enterprises amounted toW51,324 billion as of December 31, 2012,W55,062 billion as of December 31, 2013, andW59,889 billion as of December 31, 2014 andW67,336 billion as of December 31, 2015, representing 25.37%26.5%, 26.47%26.8% and 26.75%27.1%, respectively, of our total loan portfolio as of such dates.

Compared to loans to large corporations, which tend to be better capitalized and better able to weather business downturns, with greater ease, or loans to individuals and households, which tend to be secured with homes and with respect to which the borrowers are therefore less willing to default, loans to small- and medium-sized enterprises have historically had a relatively higher delinquency ratio. Many small- and medium-sized enterprises represent sole proprietorships or small businesses dependent on a relatively limited number of suppliers or customers and tend to be affected to a greater extent than large corporate borrowers by fluctuations in the Korean and global economy. In addition, small- and medium-sized enterprises often maintain less sophisticated financial records than large corporate borrowers. Therefore, it is generally more difficult for usbanks to judge the level of risk

inherent in lending to these enterprises, as compared to large corporations. In addition, many small- and medium-sized enterprises are dependent on business relationships with large corporations in Korea, primarily as suppliers.

Any difficulties encountered by those large corporations would likely hurt the liquidity and financial condition of related small- and medium-sized enterprises, including those to which we have exposure, also resulting in an impairment of their ability to repay loans. As large Korean corporations continue to expand into China, Southeast Asia and other countries with lower labor costs and other expenses through relocating their production plants and facilities to such countries, such development may have a material adverse impact on such small- and medium-sized enterprises.

Financial difficulties experienced by small- and medium-sized enterprises as a result of, among other things, recent economic difficulties in Korea and globally and aggressive marketing and intense competition among banks to lend to this segment in recent years, coupled with our efforts to counter asset quality deterioration through controlledconservative lending policy, have led to a fluctuation in the asset quality of our loans to this segment. As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Bank’s delinquent loans to small- and medium-sized enterprises wereW487320 billion,W320322 billion andW332308 billion, respectively, representing delinquency ratios (net of charge-offs and loan sales) of 0.89%0.55%, 0.55%0.53%, and 0.53%,0.46% respectively. If the ongoing difficulties in the Korean or global economy were to continue or further aggravate, the delinquency ratio for our loans to small- and medium-sized enterprises may rise significantly.rise.

Of particular concern is our significant exposure to enterprises in the real estate and leasing and construction industries. As of December 31, 2014,2015, Shinhan Bank had outstanding loans (before allowance for loan losses and deferred loan origination costs and fees) to enterprises in the real estate and leasing and construction industries (many of which are small- and medium-sized enterprises) ofW17,63919,061 billion andW3,1482,797 billion, respectively, representing 9.30%9.0% and 1.66%1.3%, respectively, of its total loan portfolio as of such date. We also have other exposure to borrowers in these sectors of the Korean economy, including extending guarantees for the benefit of such companies and holding debt and equity securities issued by such companies. In addition, Shinhan Bank has exposure to borrowers in the shipbuilding and shipping industries, which have yet to stage a meaningful turnaround.turnaround, and those in the petrochemical industries, which have recently been facing challenges due to declining fuel prices.

The enterprises in the real estate development and construction industries in Korea, which are heavily concentrated in the housing market, continue to experience sluggish growth duedifficulties despite the Government’s policy measures designed to stagnantstimulate the real estate demandmarket and depressed real estate prices, largely due to a combination of excessive supply of residential property, sustained efforts by the Government to stem speculationmoderate recovery in demand in the housing market, due to ongoing economic sluggishness in Korea and globally and the demographic changes in the Korean population. We also have a limited exposure to real estate project financing, particularly by construction companies that have built residential units in provinces outside the metropolitan Seoul area, which have experienced a relatively low rate of pre-sales, the proceeds from which the construction companies primarily rely on as a key source for liquidity and cash flow.

Any of the foregoing developments may result in deterioration in the asset quality of our banking subsidiaries. See “Item 4.B. Business Overview — Description of Assets and Liabilities — Credit Exposures to Companies in Workout and Recovery Proceedings.” We have been taking active steps to curtail delinquency among our small- and medium-sized enterprise customers, including by way of strengthening loan application review processes and closely monitoring borrowers in troubled sectors. Despite such efforts, there is no assurance that the delinquency ratio for our loans to small- and medium-sized enterprises will not rise in the future, especially if the Korean economy were to face renewed difficulties and, as a subsequent deterioration inresult, the liquidity and cash flow of these borrowers.borrowers deteriorate. A significant rise in the delinquency ratios among these borrowers would lead to increased charge-offs and higher provisioning and reduced interest and fee income, which would have a material adverse effect on our business, financial condition and results of operations.

A decline in the value of the collateral securing our loans or our inability to fully realize the collateral value may adversely affect our credit portfolio.

Most of our mortgage and home equity loans are secured by borrowers’ homes, other real estate, other securities and guarantees (which are principally provided by the Government and other financial institutions), and a substantial portion of our corporate loans are also secured, including by real estate. As of December 31,

2014, 2015, the secured portion of Shinhan Bank’s loans (before allowance for loan losses and deferred loan origination costs and fees) amounted toW88,89998,645 billion, or 55.6%49.1% of its total loans. There is no assurance that the collateral value will not materially decline in the future. Shinhan Bank’s general policy for mortgage and home equity loans is to lend up to 40% to 70% of the appraised value of the collateral and to periodically re-appraise such collateral. However, in light of the sustained downturn inif the real estate market in Korea experiences a downturn, the value of the collateral may fall below the outstanding principal balance of the underlying mortgage loans. Borrowers of such under-collateralized mortgages or loans may be forced to pay back all or a portion of such mortgage loans or, if unable to meet the collateral requirement through such repayment, sell the underlying collateral, which sales may lead to a further decline in the price of real estate in general and set off a chain reaction for other borrowers due to the further decline in the value of collateral. Declines in real estate prices reduce the value of the collateral securing our mortgage and home equity loans, and such reduction in the value of collateral may result in our inability to cover the uncollectible portion of our secured loans. A decline in the value of the real estate or other collateral securing our loans, or our inability to obtain additional collateral in the event of such decline, may result in the deterioration of our asset quality and require us to make additional loan loss provisions. In Korea, foreclosure on collateral generally requires a written petition to a Korean court. Foreclosure procedures in Korea generally take seven10 to 14 months to one year from initiation to collection depending on the nature of the collateral, and foreclosure applications may be subject to delays and administrative requirements, which may result in a decrease in the recovery value of such collateral. There can be no assurance that we will be able to realize the full value of collateral as a result of, among others, delays in foreclosure proceedings, defects in the perfection of collateral and general declines in collateral value. Our failure to recover the expected value of collateral could expose us to significant losses.

Guarantees received in connection with our real estate financing may not provide sufficient coverage.

Primarily through Shinhan Bank, we, alone or together with other financial institutions, provide financing to real estate development projects, which are concentrated largely in the construction of residential complexes. Developers in Korea commonly use project financing to acquire land and pay for related project development costs. As a market practice, lenders in project financing, including Shinhan Bank, generally receive from general contractors a performance guarantee for the completion of projects by the developers as well as a payment guarantee for the loans raised by a special purpose financing vehicle established by the developers in order to procure the construction orders, as the developers tend to be small and highly leveraged. As of December 31, 2014,2015, the total outstanding amount of Shinhan Bank’s real estate project financing-related exposure was approximatelyW1.11.6 trillion, which represents a significant decrease over the years as Shinhan Bank has actively reduced new exposures in this area in light of the sustained downturn in the Korean real estate market. However, if defaults were to significantly increase under our existing loans to real estate development projects and the general contractors fail to pay the guaranteed amount necessary to cover the amount of our financings, such developmentthis may adversely affecthave an adverse effect on our business, financial condition and results of operations.

A limited portion of our credit exposure is concentrated in a relatively small number of large corporate borrowers, and future financial difficulties experienced by them may have an adverse impact on us.

Of Shinhan Bank’s 2010 largest corporate exposures as of December 31, 2014, nine2015, three were companies that are or were members of the main debtor groups as identified by the Governor of the Financial Supervisory Service, which are largely comprised of chaebols.chaebols. As of such date, the total amount of Shinhan Bank’s exposures to the main debtor groups wasW31,22521,359 billion, or 12.8%15.1%, of its total exposure.exposures. As of that date, Shinhan Bank’s single largest outstanding exposure to a main debtor group (mostly comprised of chaebols) amounted toW4,3754,166 billion, or 1.8%2.9%, of its total exposures. Largely due to the continued stagnation in the shipbuilding and construction industries, in 2013, current and

former member companies of the STX Group, one of the leading conglomerates in Korea, entered into voluntary arrangements with their creditors (including Shinhan Bank) to improve their credit situation, and in October 2013, Keangnam Enterprises Co., Ltd., a large construction company in Korea, entered into workout proceedings. In October 2014,proceedings in the same year and subsequently filed for recovery proceedings in March 2015. Dongbu Steel Co., Ltd. and Sambu Construction Co., Ltd. also experienced significant hardship and entered into a voluntary arrangement with itsworkout or recovery proceedings in 2015. Additionally, in October 2015, creditors of Daewoo Shipbuilding & Marine Engineering Co., led by Korea Development Bank, but our exposure to this company remains limited.announced a restructuring plan that includes additional cash injection and extensive streamlining measures. Partly as a result of ourits active past efforts to reduce exposure to the shipbuilding and construction sectors, weShinhan Bank currently havehas limited exposure to the aforementioned troubled companies. However, if the credit quality of our exposuresShinhan Bank’s exposure to these and

other large corporations, including those in the main debtor groups, declines, weShinhan Bank may be required to record additional loan loss provisions in respect of loans and impairment losses in respect of securities, which would adversely affect ourits financial condition, results of operations and capital adequacy. WeShinhan Bank cannot assure you that the allowances we haveit has established against these exposures will be sufficient to cover all future losses arising from such exposures, especially in the case of a prolonged or renewed economic downturn.

AsA limited number of December 31, 2014, 10the main debtor groups to which Shinhan Bank has credit exposure remainedare subject to restructuring programs or wereare otherwise making significant efforts to improve their financial conditions, such as by obtaining intragroup loans and entering into agreements to further improve their capital structures. There is no assurance that there will not be future restructuring with Shinhan Bank’s major corporate customers or that such restructuring will not result in significant losses to Shinhan Bank with less than full recovery. In addition, if the Government decides to pursue an aggressive restructuring policy with respect to distressed companies, Korean commercial banks, including Shinhan Bank, may face a temporary rise in delinquencies and an intensified pressure for additional provisioning. Furthermore, bankruptcies or financial difficulties of large corporations, includingchaebolgroups, may have the adverse ripple effect of triggering delinquencies and impairment of ourShinhan Bank’s loans to small- and medium-sized enterprises that supply parts or labor to such corporations. If we experienceShinhan Bank experiences future losses from our exposuresits exposure to large corporations, includingchaebolgroups, it may have a material adverse impact on ourShinhan Bank’s business, financial condition and results of operations. See “Item 4.B. Business Overview — Description of Assets and Liabilities — Loans — Loan Portfolio — Exposure to Main Debtor Groups.”

The asset quality of our retail loan portfolio may deteriorate.

In recent years, consumer debt, including lending to households and small unincorporated businesses, has continued to increase in Korea. Shinhan Bank’s portfolio of retail loans is comprised of two principal product types, namely secured retail loans (which are primarily comprised of mortgage and home equity loans secured by real estate) and general purpose loans (which are unsecured loans and tend to carry a higher credit risk). As of December 31, 2015, Shinhan Bank’s retail loan portfolio (before allowance for loan losses and deferred loan origination costs and fees) wasW90,426 billion, or 42.9% of its total loans outstanding. As of December 31, 2013, 2014 and 2015, Shinhan Bank’s non-performing retail loans wereW132 billion,W141 billion andW148 billion, respectively, representing non-performing loan ratios (net of charge-offs and loan sales) of 0.18%, 0.18% and 0.16%, respectively.

Our large exposure to consumer debt means that we are exposed to changes in economic conditions affecting Korean consumers. For example, a rise in unemployment, an increase in interest rates or a decline in housing prices in Korea could adversely affect the ability of consumers to make payments and increase the likelihood of potential defaults. Economic difficulties in Korea that hurt consumers could result in increasing delinquencies and a decline in the asset quality of the our household loan portfolio, which may in turn require us to record higher provisions for credit loss and charge-offs and may materially and adversely affect our financial condition and results of operations.

Any deterioration in the asset quality of our guarantees and acceptances will likely have a material adverse effect on our financial condition and results of operations.

In the normal course of banking activities, we make various commitments and incur certain contingent liabilities in the form of guarantees and acceptances. Financial guarantees, which are contracts that require us to make specified payments to reimburse the beneficiary of the guarantee for a loss such beneficiary incurs because the debtor in respect of which the guarantee is given fails to make payments when due in accordance with the terms of the relevant debt instrument, are recognized initially at fair value, and such initial fair value is amortized over the life of the financial guarantee. Other guarantees are recorded as off-balance sheet items in the footnotesnotes to our financial statements and those guarantees that we have confirmed to make payments are recorded on the statements of financial position. As of December 31, 2014,2015, we had aggregate guarantees and acceptances ofW15,11013,120 billion, for which we provided allowances for losses ofW107 billion. Such80 billion.Such guarantees and acceptances include refund guarantees provided by us to shipbuilding companies, which involve guaranteeing a refund payment of the initial cash payment (typically 25% of the contract amount for ship orders) received by shipbuilders from buyers in the event that such shipbuilders are unable to deliver the ships in time or otherwise default under the shipbuilding contracts. Small- and medium-sized shipbuilding companies continue to face financial difficulties due to the sluggishness of the global economy and the resulting slowdown in shipbuilding orders, which has increased the risk that they may default on their shipbuilding contracts and we may have to make payments under the refund guarantees. The refund guarantees provided by us to small- and medium-sized shipbuilding companies amounted to approximatelyW8388 billion as of December 31, 2014.2015. If there is significant deterioration in the quality of assets underlying our guarantees and acceptances, our allowances may be insufficient to cover actual losses resulting in respect of these liabilities, or the losses we incur on the relevant guarantees and acceptances may be larger than the outstanding principal amount of the underlying loans.

Risks Relating to Our Credit Card Business

Future changes in market conditions as well as other factors, such as stricter regulation, may lead to reduced revenues and deterioration in the asset quality of credit card receivables.

As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Card’s interest-earning credit card assets amounted toW20,02719,626 billion,W19,62620,550 billion andW20,55021,323 billion, respectively. Our large exposure to credit card and other consumer debt means that we are exposed to changes in economic conditions affecting Korean consumers in general. For example, a rise in unemployment, an increase in interest rates, a downturn in the real estate market, or a general contraction or other difficulties affecting the Korean economy may lead Korean consumers to reduce spending (a substantial portion of which is conducted through credit card transactions), which in turn leads to

reduced earnings for our credit card business, as well as to higher default rates on credit card loans, deterioration in the quality of our credit card assets and increased difficulties in recovering written-off assets from which a significant portion of Shinhan Card’s revenues is derived. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

Increasing consumer and corporate spending and borrowing on our card products and growth in card lending balances depend in part on Shinhan Card’s ability to develop and issue new or enhanced card and prepaid products and increase revenue from such products and services, as well as the level of discretionary income among our cardholders, which is largely affected by macroeconomic factors beyond our control. In addition, credit card companies in Korea, including Shinhan Card, may not be able to enjoy any rapid growth in revenue over the long term due to the maturing nature of the credit card industry, in part due to oversaturation of credit card service providers. Shinhan Card’s future earnings and profitability also depend on its ability to attract new cardholders, reduce cardholder attrition, increase merchant coverage and capture a greater share of customers’ total credit card spending in Korea and overseas. Shinhan Card may not be able to manage and expand cardholder benefits in a cost-effective manner or contain the growth of marketing, promotion and reward expenses to a commercially reasonable level. If Shinhan Card is not successful in increasing customer spending, maintaining or expanding its market position and asset growth, or containing costs or cardholder benefits, its financial condition, results of operations and cash flow could be negatively affected.

In addition, Government regulations aimed at protecting small- and medium-sized enterprises, such as the reduction of fees chargeable to small- and medium-sized merchants, may have a material adverse effect on our revenues from Shinhan Card. In January 2012, the Government expanded the definition of a small- and medium-sized merchant to include those with annual sales of up toW200 million and, effective September 2012, lowered fees chargeable to such merchants from 1.8% to 1.5% with respect to credit cards. In January 2015, the Government further expanded the definition of a small- and medium-sized merchant to include those with annual sales of more thanW200 million and up toW300 million, and imposed a cap on fees chargeable to such merchants at 2.0% with respect to credit cards. Most recently, in November 2015, the Government announced a further reduction in the merchant fees chargeable to small- and medium-sized enterprises with respect to credit cards, effective January 31, 2016, from 2.0% to 1.3% for merchants with annual sales of more thanW200 million and up toW300 million, and from 1.5% to 0.8% for merchants with annual sales of up toW200 million. Pursuant to the Specialized Credit Financial Business Act, the rates of fees chargeable to merchants are subject to review and revision every three years.

In 2013, the Government also implemented measures regulating marketing costs in order to control excessive marketing campaigns and curtail undue marketing expenses, which had the effect of impeding revenue growth for credit card companies, but also reduced or slowed the growth in their marketing expenses. In addition, effective December 2013, the Government introduced guidelines to curb the interest rates that credit card companies, including Shinhan Card, may charge on card loans and cash advances. Furthermore, the Government also provides tax incentives, among others, for the use of check cards (where the amounts paid with check cards are instantly debited from the customer’s bank accounts) to encourage the use of check cards in lieu of credit cards in an attempt to preempt a potential rise in delinquency among credit card users, and if check cards are widely used in lieu of credit cards, this would reduce interest income from credit cards, which generally have a longer repayment period than that of check cards, and may have an adverse impact on Shinhan Card’s revenues and results of operations.

Risks Relating to Our Other Businesses

We may incur significant losses from our investments and, to a lesser extent, trading activities due to market fluctuations.

We enter into and maintain large investment positions in fixed income products, primarily through our treasury and investment operations. We describe theseThese activities are described in “Item 4.B. Business Overview — Our Principal Activities — Corporate and InvestmentOther Banking Services.” We also maintain smaller trading positions, including equity and equity-linked securities and derivative financial instruments as part of our operations. Taking these positions entails making assessments about financial market conditions and trends. The revenues and profits we derive from many of these positions and related transactions are dependent on market prices, which are beyond our control. When we own assets such as debt or equity securities, a decline in market prices, for example, as a result of fluctuating market interest rates or stock market indices, can expose us to trading and valuation losses. If market prices move in a way that we have not anticipated, we may experience losses. In addition, when markets are volatile and subject to rapid changes in price directions, the actual market prices may be contrary to our assessments and lead to lower than anticipated revenues or profits, or even result in losses, with respect to the related transactions and positions.

We may generate losses from our brokerage and other commission- and fee-based business.

We, through our investment and other subsidiaries, currently provide, and seek to expand the offerings of, brokerage and other commission- and fee-based services. Downturns in stock markets typically lead to a decline in the volume of transactions that we execute for our customers and, therefore, a decline in our non-interest revenues. In addition, because the fees that we charge for managing our clients’ portfolios are often based on the size of the assets under management, a downturn in the stock market, which has the effect of reducing the value of our clients’ portfolios or increasing the amount of withdrawals, also generally reduces the fees we receive from our securities brokerage, trust account management and other asset management services. Even in the

absence of a market downturn, below-market performance by our securities, trust account or asset management subsidiaries may result in increased withdrawals and reduced cash inflows, which would reduce the revenue we receive from these businesses. In addition, protracted declines in asset prices can reduce liquidity for assets held by us and lead to material losses if we cannot close out or otherwise dispose of deteriorating positions in a timely way or at commercially reasonable prices.

Other Risks Relating to Us as the Holding Company

Our ability to continue to pay dividends and service debt will depend on the level of profits and cash flows of our subsidiaries.

We are a financial holding company with minimal operating assets other than the shares of our subsidiaries. Our primary source of funding and cash flow is dividends from, or disposition of our interests in, our subsidiaries or our cash resources, most of which are currently the result of borrowings. Since our principal assets are the outstanding capital stock of our subsidiaries, our ability to pay dividends on our common and preferred shares and service debt will mainly depend on the dividend payments from our subsidiaries.

Companies in Korea are subject to certain legal and regulatory restrictions with respect to payment of dividends. For example, under the Korean Commercial Code, dividends may only be paid out of distributable income, which is calculated by subtracting the aggregate amount of a company’s paid-in capital and certain mandatory legal reserves from its net assets, in each case as of the end of the prior fiscal year. In addition, financial companies in Korea, including banks, credit card companies, securities companies and life insurers, such as our subsidiaries, must meet minimum capital requirements and capital adequacy ratios applicable to their respective industries before dividends can be paid. For example, under the Banking Act of 1950, as amended (the “Banking Act”), a bank is required to credit at least 10% of its net profit to a legal reserve each time it pays dividends on distributable income until such time when this reserve equals the amount of its total paid-in capital, and under the Banking Act, the Specialized Credit Financial Business Act and the regulations promulgated by the Financial Services Commission, if a bank or a credit card company fails to meet its required capital adequacy ratio or is otherwise subject to the management improvement measures imposed by the Financial Services Commission, then the Financial Services Commission may restrict the declaration and payment of dividend by such a bank or credit card company. In addition, if our or our subsidiaries’ capital adequacy ratios fall below the required levels, our ability to pay dividends may be restricted by the Financial Services Commission.

Damage to our reputation could harm our business.

We are one of the largest and most influential financial institutions in Korea by virtue of our financial track records, market share and the size of our operations and customer base. Our reputation is critical to maintaining our relationships with clients, investors, regulators and the general public. Our reputation can be damaged in numerous ways, including, among others, employee misconduct (including embezzlement), cyber or other security breaches, litigation, compliance failures, corporate governance issues, failure to properly address potential conflicts of interest, the activities of customers and counterparties over which we have limited or no control, prolonged or exacting scrutiny from regulatory authorities and customers regarding our trade practices, or uncertainty about our financial soundness and our reliability. If we are unable to prevent or properly address these concerns, we could lose our existing or prospective customers and investors, which could adversely affect our business, financial condition and results of operations.

Our risk management policies and procedures may not be fully effective at all times.

In the course of our operations, we must manage a number of risks, such as credit risks, market risks and operational risks. We seek to monitor and manage our risk exposures through a comprehensive risk management platform, encompassing centralized risk management organization and credit evaluation systems, reporting and monitoring systems, early warning systems and other risk management infrastructure, using a variety of risk management strategies and techniques. See “Item 4.B. Business Overview — Risk Management.” Although we

devote significant resources to developing and improving our risk management policies and procedures and expect to continue to do so in the future, our risk management practices may not be fully effective at all times in eliminating or mitigating risk exposures in all market environments or against all types of risk, including risks that are unidentified or unanticipated. For example, from time to time, a limited number of our and our subsidiaries’ personnel have engaged in embezzlement of substantial amounts for an extended period of time before such activities were detected by our risk management systems. In response to these incidents, we have strengthened our internal control procedures by, among others, implementing a real-time monitoring system, but there is no assurance that such measures will be sufficient to prevent similar employee misconducts in the future. Management of credit, market and operational risk requires, among others, policies and procedures to record properly and verify a large number of transactions and events, and we cannot assure you that these policies and procedures will prove to be fully effective at all times against all the risks we face.

Legal claims and regulatory risks arise in the conduct of our business.

In the ordinary course of our business, we are subject to regulatory oversight and potential legal and administrative liability risk. We are also subject to a variety of other claims, disputes, legal proceedings and government investigations in Korea and other jurisdictions where we are active. These types of proceedings expose us to substantial monetary damages and legal defense costs, injunctive relief, criminal and civil penalties and the potential for regulatory restrictions on our businesses. The outcome of these matters cannot be predicted and they could adversely affect our future business.

Shinhan Bank, like many other commercial banks in Korea, is currently subject to litigation in relation to investment products known as “KIKOs”. KIKOs, which stands for “knock-in knock-out,” are foreign currency derivative products under the terms of which the seller is obligated to pay the buyer a certain amount if the Korean Won appreciates beyond a certain level and the buyer is obligated to pay the seller a certain amount if the Korean Won appreciates beyond a certain level. Intended as a hedging instrument, these products were sold to mostly small businesses primarily prior to the onset of the global financial crisis in 2008, but when the Korean Won significantly and suddenly depreciated during the global financial crisis, the investors became obligated to pay a substantial sum to the banks, including Shinhan Bank. Subsequently, the investors brought suit to nullify the contracts on grounds of imperfect sale alleging failure on the part of the selling banks to fully disclose the associated risk. As of December 31, 2014, the courts had conclusively found in our favor in 45 of 54 KIKO-related cases and at least partially against us in the remaining nine cases. As of December 31, 2014, seven KIKO-related cases were in proceeding for which the aggregate amount of claims in dispute wasW46.6 billion and we set asideW6.1 billion as allowance in respect of such claims. See “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings” for more information on the legal and regulatory proceedings currently pending against us. While it is difficult to predict the outcome of each lawsuit against us, as it will ultimately depend on the specific facts and circumstances underlying such lawsuit, if the courts rule against us, the lawsuits may have a material adverse effect on our business, financial condition and results of operations.

While we plan to rigorously defend our positions in the foregoing lawsuits, it is difficult to predict the final outcome of litigation. The total amount in dispute may increase during the course of litigation and other lawsuits may be brought against us based on similar allegations. Accordingly, these lawsuits, especially if the courts finally rule against us, may have a material adverse effect on our business, financial condition and results of operations. In addition, while in response to the past or current claims or in order to prevent future legal claims we have implemented extensive employee training and other operational procedures to provide adequate disclosure, prevent unfair inducement and otherwise comply with all relevant laws and regulations, we cannot assure you that, despite due training and other preventive measures, all of our employees in charge of such sales have not breached disclosure requirements, engaged in unfair inducement or committed similar acts or will not do the same in the future and, as a result, we may face additional claims or litigation in the future, which may have a material adverse effect on our business, reputation, financial condition and results of operations.

We may experience disruptions, delays and other difficulties relating to our information technology systems.

We rely on our information technology systems to seamlessly provide our wide-ranging financial services as well as for our daily operations, including billing, online and offline financial transactions settlement and record keeping. We continually upgrade, and make substantial expenditures to upgrade, our group-wide information technology system, including in relation to customer data-sharing and other customer relations management systems, particularly in light of the heightened cyber security risks from advances in technology. Despite our best efforts, however, we may experience disruptions, delays, cyber or other security breaches or other difficulties relating to our information technology systems, and may not timely upgrade our systems as currently planned. Any of these developments may have an adverse effect on our business, particularly if our customers perceive us to not be providing the best-in-class cyber security systems and failing to timely and fully rectify any glitches in our information technology systems.

Our activities are subject to cyber security risk.

Our activities have been, and will continue to be, subject to an increasing risk of cyber-attacks, the nature of which is continually evolving. Cyber security risks include unauthorized access, through system-wide “hacking” or other means, to privileged and sensitive customer information, including passwords and account information, and illegal use thereof. The cyberCyber security risk is generally on the rise as a growing number of our customers increasingly rely on our Internet- and mobile phone-based banking services for various types of financial transactions, the public is developing heightened awareness about the importance of keeping their personal data private and the financial regulators are placing greater emphasis on personal data protection by financial service providers.transactions. While we vigilantly protect customer data through encryption and other security programs there is no assurance that such data will not be subject to future security breaches. Weand have made substantial investments to build and upgrade our systems and defenses to address the growing threats from cyber-attacks, which are increasingly becoming sophisticated based on evolving technology.there is no assurance that such data will not be subject to future security breaches. In addition, there can be no assurance that we will not experience a leakage of customer information or other security breaches as a result of illegal activities by our employees, outside consultants or hackers, or otherwise.

For example, in December 2013 it was reported that there was a leakage of personal information of approximately 130,000 customers of Standard Chartered Bank and Citibank in Korea, which leakage was attributed to a third party sub-contractor in the case of Standard Chartered Bank, and an employee in the case of Citibank. In addition, in January 2014, it was reported that there was a leakage of personal information of approximately 100 million customers of NH Card, Lotte Card and KB Card in Korea due to illegal access to such information by an employee of a third party credit information company in the course of developing information technology programs for these three credit card companies, following which the regulatory authorities imposed a brief suspension on telemarketing for all financial institutions in the beginning of 2014. In March 2013, we experienced a temporary interruption in providing online financial services due to large-scale cyber-attacks by unidentified sources on the security systems of major broadcasting networks and financial institutions in Korea by sources that have yet to be identified. While theKorea. The interruption of our online financial services lasted approximately 90 minutes, after which our online system resumed without further malfunction, we do not believe such incident resulted in any material loss, loss of customer information or other sensitive data or unauthorized financial transactions.malfunction. The Financial Supervisory Service conducted an investigation into the incident and found that Shinhan Bank and Jeju Bank had not properly maintained their information technology administrator accounts and vaccine servers. As a result, in December 2013, the Financial Supervisory Service notified Shinhan Bank and Jeju Bank of an institutional caution (which does not give rise to significant sanctions unlike in the case of repeated institutional warnings), in December 2013 against Shinhan Bank and Jeju Bank and imposed disciplinary actions against five of Shinhan Bank’s employees and three of Jeju Bank’s employees. We do not believe such incident resulted in any material loss or leakage of customer information or other sensitive data.

Major financial institutions in Korea have also fallen victim to large-scale data leakage in the past. In response to the Financial Supervisory Service’s findings, ShinhanDecember 2013, it was reported that there was a leakage of personal information of approximately 130,000 customers of Standard Chartered Bank and JejuCitibank in Korea, which leakage was attributed to a third party sub-contractor in the case of Standard Chartered Bank, adopted additional safety measures,and an employee in the case of Citibank. In addition, in

January 2014, it was reported that there was a leakage of personal information of approximately 100 million customers of NH Card, Lotte Card and KB Card in Korea due to illegal access to such information by an employee of a third party credit information company in the course of developing information technology programs for these three credit card companies.

Other than the cyber security attack in March 2013 as discussed above, we have not experienced any material security breaches in the past, including total segregation between their internal and external networks and enhancements to their security and vaccine programs.

any similar large scale leakage of customer information. In order to minimize the risk of security breaches related to customer and our other proprietary information, we have taken a series of group-wide preventive measures, such as the adoption and implementation of a best-in-class information security system and reinforcement of internal control measures, and we have not experienced any similar large scale leakage of customer information.measures. We are also fully committed to maintaining the highest

standards of cyber security and consumer protection measures and upgrading them continually. We have implemented the ISO 27001-certified security management system for us and all our subsidiaries, and we are currently in the process of obtaininghave obtained the Information Security Management System certification for us and allmost of our subsidiaries. We believe such certifications represent third-party validations that we are in compliance with best-in-class international standards on matters of information security. Our security management system continuously monitors for signs of potential cyber-attacks or other security breaches, and is designed to provide early warning alerts to enable prompt action on our part.by us. We also provide intensive employee training to our information technology staff and our other employees on cyber security and other security breaches and have adopted advanced security infrastructure (including through hiring a highly competent team of information security experts) for online financial services such as mandatory website certification and keyboard security functions. In addition, in compliance with applicable regulations we currently carry insurance to cover cyber security breaches up toW23 billion in relation to our banking business and up toW3 billion in the aggregate and up toW1 billion per incident for our securities investment business and have set aside a reserve ofW1 billion for our credit card business. In addition, in light of the growing use of smartphonessmart phones and other mobile devices to access financial services, we have implemented security measures (including encryptions and service terminal monitoring) to provide a secure mobile banking service as well as to prevent illegal leakage or sharing of customer data and otherwise enhance customer privacy. We are also keenly aware of the litigation and regulatory sanctions risks that may arise from security breaches and are aggressively reinforcing a groupwidegroup-wide culture that stresses safety and good custodianship as among our highest priorities. Furthermore, we are actively taking steps to implement preventive and other steps recommended or required by the regulatory authorities in relation to actual and potential financial scams. However, major financial institutions in Korea, including us, have fallen victim to cyber security attacks in the past, and given the unpredictable and continually evolving nature of cyber security threats due to advances in technology or other reasons, we cannot assure youthere is no assurance that, notwithstanding our best efforts at maintaining the best-in-class cyber security systems, we will not be vulnerable to major cyber security attacks in the future. In addition, there

The public is developing heightened awareness about the importance of keeping their personal data private, and the financial regulators are placing greater emphasis on data protection by financial service providers. For example, under the Personal Information Protection Act, as amended in July 2015, financial institutions, as personal information manager, may not collect, store, maintain, utilize or provide resident registration numbers of their customers, unless other laws or regulations specifically request or permit the management of resident registration numbers. Further, under the Use and Protection of Credit Information Act, as amended in March 2015, a financial institution has a higher duty to protect all information that it collects from its customers and to treat such information as credit information. Such regulations have considerably restricted a financial institution’s ability to transfer or provide the information to its affiliate or holding company, and treble damages can be no assurance that we will not experienceimposed on a financial institution for a leakage of such information. In addition, under the Electronic Financial Transaction Act, as last amended in January 2016, a financial institution is primarily responsible for compensating its customers harmed by the financial institution’s cyber security breach, even if the breach is not directly attributable to the financial institution. We maintain an integrated system that closely monitors customer information or other security breaches in the future as a result of illegal activities by its internal employees, outside consultants or hackers, or otherwise.to ensure compliance with data protection laws and regulations.

If a cyber or other security breach were to happen with respect to us or any of our subsidiaries, it may result in litigation by affected customers or other third parties (including class actions), compensation for any losses suffered by victims of cyber security attacks, reputational damage, loss of customers, heightened regulatory

scrutiny and related sanctions, more stringent compliance with the present and future regulatory restrictions, and other costs related to damage control, reparation and reinforcement of information security systems, any of which may have a material adverse effect on our business, results of operationoperations and financial condition.

Our customers may become victims to “voice phishing” or other financial scams, for which we may be required to make monetary compensation and suffer damage to our business and reputation.

In recent years, financial scams known as voice phishing have been on the rise in Korea. While voice phishing takes many forms and has evolved over time in terms of sophistication, it typically involves the scammer making a phone call to a victim under false pretenses (for example, the scammer pretending to be a member of law enforcement, an employee of a financial institution or even an abductor of the victim’s child) and luring the victim to transfer money to an untraceable account controlled by the scammer. More recently, voice phishing has increasingly taken the form of the scammer “hacking” or otherwise wrongfully obtaining personal financial information of the victim (such as credit card numbers or Internet banking login information) over the telephone or other means and illegally using such information to obtain credit card loans or cash advances through automated telephone banking or Internet banking. Reportedly, a substantial number of such scammers belong to international criminal syndicates with bases overseas, such as China, with operatives in Korea.

In response to the growing incidents of voice phishing, regulatory authorities have undertaken a number of steps to protect consumers against voice phishing and other financial scams. There is no assurance, however, that the regulatory activities will have the desired effect of substantially eradicating or even containing the incidents

of voice phishing or other financial scams. For example, following an investigation in November and December 2011 of major credit card companies, including Shinhan Card, as to their compliance with regulations on card loan-related voice phishing and the scope of damage suffered by customers as a result of voice phishing, the Financial Supervisory Service issued a number of guidelines for credit companies to comply with in order to minimize damage from voice phishing, including, among others, (i) strengthening identity verification procedures for card loan applications that are made online or through the automated response system, (ii) delaying the timing of loan payout by a few hours following the approval of card loan application, and (iii) giving an option to customers to block card loan applications. In May 2012, Shinhan Card completed all necessary steps to fully comply with these additional guidelines and has been in full compliance since then.

Although the financial institutions are often not legally at fault for the damage suffered by victims of voice phishing, the compensation scheme was adopted largely in consideration of social responsibility among financial institutions and that the financial institutions were not required to, and therefore in many instances did not, confirm the personal identity of the card loan or cash advance applicants prior to the adoption of such scheme. On December 8, 2011, Shinhan Card began implementing a mandatory outcall procedure to verify the personal identity of applicants for card loans and cash advances if not requested in person. In January 2012, financial institutions, the Financial Supervisory Service, the police and other related institutions formed a joint committee to prevent voice phishing incidents and implemented preventive measures such as enforcing a 10 minute delay for withdrawal of credit card loans ofW3 million or more from an automated teller machine. In addition, Shinhan Card and our other subsidiaries have established a fraud detection system that identifies any questionable transactions based on deviations from a customer’s conventional transaction patterns.

Partly as a result of these efforts, the claims that Shinhan Card received in 20142015 in relation to voice phishing amounted only to an aggregate amount ofW0.310.37 billion from 8111 customers, for which Shinhan Card reserved as other provisioningW0.11 billion to cover its potential liability. Accordingly, we do not believe that the currently outstanding claims in relation to voice phishing will have a material adverse impact on our business, financial condition or results of operations. Additionally, other than voice phishing incidents and the recent cyber security attacks as discussed above, we have not experienced any material security breaches in the past. However, given continual advances in technology and the increasing sophistication of the financial scammers, there is no assurance that we will be able to prevent future financial scams, or that the frequency and scope of financial scams will not rise. If financial scams involving us and our subsidiaries were to continue or to become more

prevalent, it may result in compensation for any losses suffered by victims thereof, reputational damage, loss of customers, heightened regulatory scrutiny and related sanctions, compliance with the present and future regulatory restrictions, and other costs related to damage control, reparation and reinforcement of our preventive measures, any of which may have a material adverse effect on our business, results of operationoperations and financial condition.

Legal claims and regulatory risks arise in the conduct of our business.

In the ordinary course of our business, we are subject to regulatory oversight and potential legal and administrative liability risk. We are also subject to a variety of other claims, disputes, legal proceedings and government investigations in Korea and other jurisdictions where we are active. See “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings.” These types of proceedings may expose us to substantial monetary and/or reputational damages and legal defense costs, injunctive relief, criminal and civil penalties and the potential for regulatory restrictions on our businesses. The outcome of these matters cannot be predicted and they could adversely affect our future business.

While we plan to rigorously defend our positions in the lawsuits or other regulatory proceedings against us, it is difficult to predict the final outcome of such cases. The total amount in dispute may increase during the course of litigation and other lawsuits may be brought against us based on similar allegations. Accordingly, these lawsuits and other proceedings may have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Law, Regulation and Government Policy

We are a heavily regulated entity and operate in a legal and regulatory environment that is subject to change, and violations could result in penalties and other regulatory actions.

As a financial services provider, we are subject to a number of regulations that are designed to maintain the safety and soundness of Korea’s financial system, to ensure our compliance with economic and other obligations and to limit our risk exposure. These regulations may limit our activities, and changes in these regulations may increase our costs of doing business. Regulatory agencies frequently review regulations relating to our business and implement new regulatory measures, including increasing the minimum required provisioning levels or capital adequacy ratios applicable to us and our subsidiaries from time to time. We expect the regulatory environment in which we operate to continue to change. Changes in regulations applicable to us, our subsidiaries and our or their business or changes in the implementation or interpretation of such regulations could affect us and our subsidiaries in unpredictable ways and could adversely affect our business, financial condition and results of operations.

In addition, uponUpon implementation of the proposedGovernment-proposed Financial Consumer Protection Act (currently pending at the National AssemblyAssembly’s subcommittee for a vote)review of the bill), customers of financial servicesinstrument distributors will be entitledsubject to heightened investor

protection measures, including additional remedies in the case of “imperfect sales” ofstricter distribution guidelines, improved financial products based on inadequate disclosure or unfair inducement, such as mandatory compensatorydispute resolution system, increased liability for damages right of rescission, class action eligibilityborne by direct financial instrument distributors and double damages in case of a statutory violation.newly imposed penalty surcharges. We may also become subject to other restrictions on our operations as a result of future changes in laws and regulations, including more stringent liquidity and capital requirements under Basel III, which will beare being adopted in phases in Korea in consideration of, among others, the pace and scope of international adoption of such requirements. Any of these regulatory developments may have a material adverse effect on our ability to expand operations or adequately manage our risks and liabilities. For further details on the principal laws and regulations applicable to us as a holding company and our principal subsidiaries, see “Item 4.B. Business Overview — Supervision and Regulation.”

In addition, violations of law and regulations could expose us to significant liabilities and sanctions. For example, the Financial Supervisory Service conducts periodic audits on us and, from time to time, we have received institutional warnings from the Financial Supervisory Service. If the Financial Supervisory Service

determines as part of such audit or otherwise that our financial condition, including the financial conditions of our operating subsidiaries, is unsound or that we have violated applicable law or regulations, including Financial Services Commission orders, or if we or our operating subsidiaries fail to meet the applicable requisite capital ratio or the capital adequacy ratio, as the case may be, set forth under Korean law, the Financial Supervisory Service may ask the Financial Services Commission mayto order, among others, at the levelother things, cancellations of authorization, permission or registration of the holding company or that of the relevant subsidiary, capital increases or reductions, suspension of officers from performing their duties and appointment of custodians, stock cancellations, consolidations, transfers of business, sales of assets, closures of branch offices, mergers with other financial institutions and/or suspensions of a part or all of ourthe business, operations.closures of branch offices, recommendations for dismissal of officers or suspensions of officers from performing their duties, or may order, among other things, institutional warnings, institutional cautions, reprimanding warnings on officers, cautionary warnings on officers or cautions on officers. From time to time, our subsidiaries, including Shinhan Bank and Shinhan Card, have been subject to investigations and/or sanctions from the Financial Supervisory Service. See “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings.” Any such investigation and/or sanctions imposed on us or our subsidiaries could adversely impact our reputation, business, results of operation andoperations or financial condition.

The Korean governmentGovernment may encourage targeted lending to certain sectors in furtherance of policy objectives, and we may take this factor into account.

The Government has encouraged and may in the future encourage targeted lending to certain types of enterprises and individuals in furtherance of government initiatives. The Government, through its regulatory bodies such as the Financial Services Commission, from time to time announces lending policies to encourage Korean banks and financial institutions, including us and our subsidiaries, to lend to particular industries, business groups or customer segments, and, in certain cases, has provided lower cost funding through loans made by the Bank of Korea for further lending to specific customer segments.

For example, the Government has taken and is taking various initiatives to support small- and medium-sized enterprises and low-income individuals, who were disproportionately affected by the downturn in the Korean and global economy in the late 2000s and have yet to fully recover.

In addition, As part of these initiatives, the Financial Supervisory Service has recently encouraged banks in Korea to increase lending to small- and medium-sized enterprises in order to ease the financial burden on such enterprises amid sluggish economic recovery, and partly as a result of government policy, in February 2015, banks in Korea announced their commitment to increase lending to small- and medium-sized enterprises byW38.4 trillion in the aggregate (comprised of aW19.9 trillion commitment by major commercial banks,W6.8 trillion commitment by regional banks and aW11.7 trillion commitment by government-controlled policy banks) by the end of 2015 in anticipation of growing liquidity difficulties among such enterprises in light of the sustained sluggishness of the general economy. The financial regulators have also adopted several measures designed to improve certain lending practices of the commercial banks which practices were perceived as having an unduly prohibitive effect on extending loans to small- to medium-sized enterprises. Moreover,In addition, as a way of supporting the Government’s initiative to assist promising start-ups and venture companies,in February 2015 the financial regulators announced that they would encourage the banks in Korea to increase lending to technology companies in the small- to medium-sized enterprise segment by an annual target ofW20 trillion and to enhance technology-related credit review capabilities.

Furthermore, in February 2014,response to an increasing level of consumer debt and amid concerns over the debt-servicing capacity of retail borrowers if interest rates were to rise, the Financial Services Commission announced in February 2014 that it plans to increase the proportion of fixed interest rate housing loans and installment principal repayment-based housing loans each as a proportion ofwithin the total housing loans extended by commercial banks (which loans have historically been, for the most part, variable interest rate loans with the entire principal being repaid at maturity, which is usually rolled over on an annual basis). According to this plan, the target proportion for the fixed interest rate loans was set at 20%, 35%, 37.5% and 40% and the target proportion for installment principal repaymentrepayment-based housing loans was set at 20%, 35%, 40% and 45%, each by the end of 2014, 25% by the end of 2015, 30% by the end of 2016 and 40% by the end of 2017.2017, respectively. In addition, an expanded tax deduction limit for interest repayment will be

is granted for loans with maturity of 10 years or more (compared to 15 years or more prior to this plan). According to the assessment by the Financial Services Commission in January 2015 of the restructured housing loans by banks in Korea as of December 31, 2014, fixed interest rate and installment principal repayment-based housing loans accounted for 23.6% and 26.5%, respectively, exceeding target proportions for 2014. The Financial Services Commission announced that it would continue to examine whether banks meet their targets on an annual basis.

Moreover, in

In furtherance of the policy to expand the proportion of fixed rate housing loans, the Financial Services Commission implemented “Relief Debt Conversion” program from March 24 to March 27, 2015 and also from March 30 to April 3, 2015, a “Relief Debt Conversion” programrespectively, under which borrowers of eligible housing loans (namely, loans that have been in existence for one year or more since the original loan date, with no delinquency in the past six months, with principal amounts ofW500 million or less and for houses valued atW900 million or less that are on a floating rate basis and/or an interest payment only basis) might convert such loans to new fixed rate loans in respect of which the borrowers would be required to repay the principal and interest in installment for a term of 10, 15, 20 or 30 years without a grace period, provided that the new loans pass the maximum loan-to-value ratio of 70% (irrespective of the location of the property) and the maximum debt-to-income ratio of 60% (only in respect of apartment units located in the greater Seoul metropolitan area, subject to certain exceptions). The borrowers were allowed to convert the original loans only at the banks that extended such loans. The banks holding the newly converted fixed rate loans are required to sell such loans to Korea Housing Finance Corporation, a government-controlled entity, which will then securitize such loans and issue mortgage-backed securities (backed by such loans) to be purchased by the banks who sold the loans in proportion to the amounts of the loans sold, and the banks will be required to hold such securities for a period of one year, after which the bank can sell or dispose of such securities in the market or otherwise. According to the Financial Supervisory Commission, under this program, approximately 345,000 borrowers converted loans in the aggregate amount ofW33.931.5 trillion to fixed rate loans, of which Shinhan Bank accounted for approximately 13.1%13.6%. Due in large part to such initiatives, fixed interest rate loans and installment principal repayment-based loans accounted for 33.6% and 37.5%, respectively, of the total housing loans extended by commercial banks in Korea as of September 30, 2015, according to data published by the Government in December 2015. Fixed interest rate and installment principal repayment-based housing loans accounted for 36.2% and 39.1%, respectively, of the housing loans extended by Shinhan Bank as of December 31, 2015, exceeding the Government’s target proportions for 2015.

In the event that market interest rates increase from those applicable during this program’s implementation in March and April 2015, we may experience valuation or realization losses on the mortgage-backed securities to be held by Shinhan Bank or, depending onBank. Due to the prevailing interest rate environment and other market conditions, difficulties in sellingwe also may not be able to sell or otherwise dispose of the mortgage backed securities in the market or otherwise in amounts or at prices commercially reasonable to us. In addition, as a result of this program we may incur additional costs from recalibrating our asset portfolio and asset-liability management policy. Any of these developments could adversely affect our results of operationoperations and financial condition.

We, on a voluntary basis, may factor the existence of suchthe Government’s policies and encouragements into consideration in making loans although the ultimate decision whether to make loans remains with us and is made based on our internal credit approval procedures and risk management systems independently of Government policies. In addition, in tandem with providing additional loans to small- and medium-sized enterprises and low-income individuals, Shinhan Bank takes active steps to mitigate the potential adverse impacts from making bad loans to enterprises or individuals with high risk profiles as a result of such arrangements,arrangement, such as by strengthening its loan review and post-lending monitoring processes. However, we cannot assure you that futuresuch arrangement did not or will not, or similar or other government-led initiatives including those undertaken in orderthe future will not, result in a suboptimal allocation of our loan portfolio from a risk-reward perspective compared to what we would have allocated based on purely commercial decisions in the absence of such initiatives. The Government may implement similar or other initiatives in the future to spur the overall economy or encourage the growth of targeted industries and/or provide relief to certain segments of the economypopulation. Specifically, the Government may introduce lending-related initiatives or enforce existing ones in distress (such asa heightened fashion during times when small- toand medium-sized enterprises in general or in certain industry sectors and low-income households and individuals who, on average have weaker credit profiles),are facing an increased level of financial distress or vulnerability due to an economic downturn, which makes lending to them in the volume and our actions in relation to such government initiatives will not result in lending decisions that arethe manner suggested by the Government even riskier and less commercially desirable, which might in turn result indesirable. Accordingly, such policy-driven lending may create enhanced difficulties for us in terms of risk management, deterioration of our asset quality and reduced earnings, compared to what would have been in the absence of such initiatives. Such developmentsinitiatives, which may have an adverse effect on our business, financial condition and results of operation.operations.

The Korean governmentGovernment may also encourage us to make investments in certain institutions in furtherance of policy objectives, and we may not recoup our investments therein in a timely or otherwise commercially reasonable manner.

In addition to targeted lending, the Government may from time to time encourage or request the financial institutions in Korea, including us and our subsidiaries, to make investments in, or provide other forms of

financial support to, certain institutions in furtherance of the Government’s policy objectives. In response thereto, we have made and will continue to make the ultimate decision on whether, how and to what extent we will comply with such encouragements or requests based on our internal risk assessment and in accordance with our risk management systems and policies. At the same time, as a leading member of the financial service industry in Korea and as a responsible corporate citizen we will also fully give due consideration to such encouragements or requests from the Government, especially in relation to the long-term benefit arising from furthering the policy objective of maintaining a sound financial system, even if complying with such requests may involve additional short-term costs and risks to a limited extent.

For example, to deal with a growing number of non-performing loans in order to reduce non-performing assets from mostly real-estate project financings primarily affecting mostly lower-tier commercial banks and savings banks, in June 2011,the wake of the global financial crisis of 2008-2009, the Government establishedsponsored the United PF 1st Recovery Private Equity Fund (the “Fund”), a joint-stock private equity fund sponsored byestablishment of United Asset Management Company Ltd. (“UAMCO”), in October 2009 through capital contributions from six major policy and commercial banks, namely Shinhan Bank, Kookmin Bank, KEB Hana Bank, Industrial Bank of Korea, Woori Bank and Nonghyup Bank. Shinhan Bank has committed to contributeW175 billion of capital to UAMCO, of whichW85 billion has been contributed to date. As of the date hereof, Shinhan Bank holds a government-invested enterprise17.5% equity interest in UAMCO, while five other policy and commercial banks each holds an interest ranging from 15.0% to 17.5%.

UAMCO seeks to achieve financial improvement of struggling companies through a wide range of restructuring programs, including debt restructuring, capital injection, asset sales, corporate reorganization, workouts and liquidation and bankruptcy proceedings. UAMCO is the largest purchaser in Korea of non-performing financial assets generally, and eight major policy and commercial banks. Whilegenerally. Shinhan Bank holds a 10.65% equity interestsold non-performing assets to UAMCO in the Fund, Shinhan Bank, likeamount ofW89.8 billion,W326.1 billion andW39.1 billion in 2013, 2014 and 2015, respectively.

The Government originally planned to dispose of UAMCO during 2015 and establish a new company that specializes in corporate restructuring, but the other seven banks, is a limited partnerGovernment scrapped such plans and does not have any involvement in the management or day-to-day operationsinstead decided to reorganize UAMCO and expand its restructuring business. As part of the Fund. Such management and operational activities are handled byan effort to strengthen its balance sheet, UAMCO a general partner designated as the managing partner under the Fund’s articles of organization. UAMCO is a limited liability company whose shareholders are the six banks that have madehas recently announced its intention to receive additional capital contributions tofrom two new shareholders, Korea Development Bank and the Fund (namely, Shinhan Bank, Kookmin Bank, Hana Bank, Nonghyup Bank, IndustrialExport-Import Bank of Korea, and two of the existing shareholders, Woori Bank) acts withinBank and Nonghyup Bank, by the scopeend of delegated authorities as expressly set outJune 2016. With an enlarged capital base following the planned capital contributions, it is expected that UAMCO will play a more active role in the Fund’s articles of incorporation, namely in relation to asset and liabilities management, investment decisions and distributionsrestructuring of the Fund’s assets, among others. UnderKorean corporate sector. The Government is also considering an amendment of the Fund’s articlesFinancial Investment Services and Capital Markets Act of organization,Korea to facilitate the business activities of UAMCO.

If UAMCO is successful in its expanded restructuring activities, it is anticipated that financial institutions including us will be able to further enhance their financial soundness by transferring more non-performing loans to UAMCO rather than directly engaging in the restructuring activities of the general partner are subject to supervision by an advisory committee consisting of representatives of each of the limited partners (which may not be a general partner), and the advisory committee may express a non-binding view on the activities of the managing partner. If the managing partner breaches law or material articles of the Fund’s articles of incorporation, the advisory committee, with the consent from members representing two-thirds or more of the equity interests in the Fund, may suspend such managing partner’s activities relating to the operation and management of the Fund.

The Fund is funded with capital contributions and loans from the aforesaid sponsors in the aggregate amount ofW1,828 billion (consisting ofW1,400 billion in capital contributions andW428 billion in loans) as of December 31, 2014, of whichtroubled borrowers. However, Shinhan Bank is obligated to make capital contributions up toW149 billion (representing a 10.65% equity interest in the Fund in the form of common shares) and loans ofW19.4 billion (representing 4.5% of the total loans made by the sponsors) as of December 31, 2014. While Shinhan Bank, together withor other sponsors,banks may be requested to make, on a prorated basis based on their relative shareholdings, additional capital contributions and loans upon further purchase by the Fund of non-performing assets from project financings, Shinhan Bank had made capital contributions in the aggregate amount ofW118.7 billion and fulfilled its capital contribution obligations as of December 31, 2014. The capital contributions made by Shinhan Bank to-date have not been subject to impairment since the underlying assets of the Fund, which primarily consist of impaired loans, are purchased at fair value, and profits have subsequently been realized thereon either in the form of recovery from enhanced collection measures or capital gains upon resale thereof. Shinhan Bank currently does not planGovernment to make additional capital contributions. The terms of thecontributions or loans including the interest rate and redemption provisions, are subject to further negotiation among the sponsors.

The objective of the Fund is to purchase non-performing assets from project financing companies, professionally manage such assets and later sell them at a profit once these assets have normalized. By doing so, the Fund is expected to enhance the asset quality of financial institutions with significant exposure to unsound project financings by transferring a part of such exposure from such institutions to the Fund, as well as help to normalize the project financing industry. The Fund is not backed by any government guarantee, and the Fund operates based on mutual agreement of the sponsors. The term of the Fund is five years,UAMCO, which may be extended at a general meeting of the sponsors. Upon liquidation of the Fund, each sponsor will be entitled to a share in the net assets of the Fund at the time of liquidation in proportion to their respective contributions to the Fund.

Since the establishment of the Fund in June 2011 and up to December 31, 2014, Shinhan Bank had sold non-performing project financing assets in the aggregate amount ofW179.1 billion to the Fund and recognized from such sales an aggregate loss ofW56.2 billion before applying allowance for loan losses allocated to such assets and an aggregate profit ofW7.7 billion after applying allowance for loan losses allocated to such assets. Subject to market conditions, Shinhan Bank may sell additional non-performing project financing assets to the Fund and use all or part of the proceeds for its future capital contribution or loan requirements. However,entail unanticipated costs. Additionally, given the generally poor asset quality of itsour non-performing project financing assets, there is no assurance that Shinhan Bankwe will be able to sell such assets held by itus to UAMCO on commercially reasonable terms or that the Fund will be able to attain its objective of selling the purchased project financing assets atand on a profit, in which case Shinhan Bank may not be able to recoup its investment in, or be repaid the loans to, the Fund fully or at all. Theretimely basis. Furthermore, there is no assurance that in furtherance of similar or other policy objectives, the Government may not request or otherwise encourage financial institutions in Korea, including us andor our subsidiaries to provide similar or other investments or provide other financial support for which we are not duly compensated or otherwise take up additional risk that we would not normally have undertaken, which may have an adverse effect on our business, financial condition and results of operation and financial condition.operations.

The level and scope of government oversight of our retail lending business, particularly regarding mortgage and home equity loans, may change depending on the economic or political climate.

Real estate comprises the most significant asset for a substantial number of households in Korea, and the movements of the housing price have generally had a significant impact on the direction of domestic economy. Accordingly, regulating housing prices, either in terms of attempting to stem actual or anticipated excessive speculation during times of a suspected housing price bubble and spur the pricing and/or volume of real estate transactions during times of a depressed real estate market by way of tax subsidy, guidelines to lending institutions or otherwise, has been a key policy initiative for the Korean government.Government.

For example, during the early to mid-2000s, the Government adopted several regulatory measures, including in relation to retail banking, to stem a rise in speculation in real estate investments generally and in select areas. Some of the measures undertaken in the past include requiring financial institutions to impose stricter debt-to-income ratio and loan-to-value ratio requirements for mortgage loans for real property located in areas deemed to have engaged in a high level of speculation, raising property tax on real estate transactions for owners of multiple residential units, adopting a ceiling on the sale price of newly constructed housing units and recommending that commercial banks restrain from making further mortgage and home equity lending, among others. More recently,In addition, amid a prolonged slump in the housing market in Korea, in April 2013, the Government announced the Real Estate Comprehensive Countermeasure, which provides, for, among other things, for (i) reduced capital gains tax and (ii) exemption of acquisition tax for first-time homebuyers. In addition, in November 2013, the Government announced a permanent reduction in acquisition tax, with retrospective application from August 2013. Prior to such reduction, acquisition tax was assessed on a differentiated scale based on whether the homebuyer was purchasing a primary home or a secondary home, with the former being assessed an acquisition tax of 2% for the purchase of homes underW900 million and 4% for homes exceedingW900 million, and the latter being assessed an acquisition tax of 4% regardless of the price of the home. Under the new regulatory structure, the differentiated tax scale for primary homes and secondary homes is eliminated, and all homebuyers are assessed an acquisition tax of 1% for the purchase of homes underW600 million, 2% for homes exceedingW600 million but less thanW900 million and 3% for homes exceedingW900 million. Furthermore, in February 2014, the Financial Services Commission announced that it plans to increase the proportion of fixed interest rate loans and installment principal repayment-based loans within the total housing loans extended by commercial banks. See “—The Government may encourage targeted lending to certain sectors in furtherance of policy objectives, and we may take this factor into account.” In addition, in order to rationalize the regulations on the housing loans, the Financial Supervisory Service provided the administrative instructions in July 2014 that all financial institutions including banks under the Government imposed aBanking Act are subject to the maximum loan-to-value ratio of 70% in the case(irrespective of housing loans for all financial institutions (compared to different loan-to-value ratios applied previously, depending on the location of the propertyproperty) and the type of the lender) and a maximum debt-to-income ratio of 60% for all financial institutions(only in respect of residential propertiesapartment units located in the greater Seoul metropolitan area.area, subject to certain exceptions), from August 1, 2014. Furthermore, in December 2014 the National Assembly also passed several bills that are designed to stimulate the real estate market.

While any Government measure that is designed to stimulate growth in the real estate sector may result in growth of, and improved profitability for, our retail lending business (particularly with respect to mortgage and home equity

loans) at least for the short term, such measure could also result in unintended consequences, including potentially excessive speculation resulting in a “bubble” for the Korean real estate market and a subsequent market crash. Conversely,In contrast, if the Government were to change the direction of its stimulative measures (for example, in order to preemptively curtail an actual or anticipated bubble in the real estate market), such change in policy may result in a contraction of the real estate market, a decline in real estate prices and consequently, a reduction in the growth of, and profitability for, our retail and/or other lending businesses, as well as otherwise have an adverse effect on our business, financial condition and results of operations or profitability. See “— Risks Relating to Our Banking Business — A decline in the value of the collateral securing our loans or our inability to fully realize the collateral value may adversely affect our credit portfolio.”

Risks Relating to Korea

Unfavorable financial and economic conditions in Korea and globally may have a material adverse impact on our asset quality, liquidity and financial performance.

We are incorporated in Korea, where most of our assets are located and most of our income is generated. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea, and our business, results of operations and financial condition are substantially dependent on developments relating to the Korean economy. As Korea’s economy is highly dependent on the health and direction of the global economy, and investor’sinvestors’ reactions to developments in one country can have adverse effects on the securities price of companies in other countries, we are also subject to the fluctuations of the global economy and financial markets. Factors that determine economic and business cycles in the Korean or global economy are for the most part beyond our control and inherently uncertain. In addition to discussions of recent developments regarding the global economic and market uncertainties and the risks relating to us as provided elsewhere in this section, factors that could hurthave an adverse impact on Korea’s economy in the future include, among others:

 

fiscal continued volatility or deterioration in Korea’s credit and capital markets;

difficulties political turbulencein the financial sectors in Europe, China and elsewhere and increased sovereign default risks in select countries in Europe and the resulting adverse effects on the global financial markets;

 

declines in consumer confidence and a slowdown in consumer spending and corporate investments;

adverse changechanges or increased volatility in macroeconomic indicators, including interest rates, inflation level, foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. Dollar, the Euro or Japanesethe Yen exchange rates or revaluation of the Chinese Renminbi), interest rates, inflation rates or stock market indices and inflows and outflows of foreign capital;markets;

 

increasing levels of household debt;

increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers;

continuing adverse developmentsconditions in the economies of countries and regions that are Korea’s important export markets (suchfor Korea, such as the United States, Europe, Japan and China, or in emerging market economies in Asia or elsewhere;

the economic impact of any pending or future free trade agreements;

social and Japan)labor unrest;

further decreases in the market prices of Korean real estate;

increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

geopolitical uncertainty and risk of further attacks by terrorist groups around the world, including the actions of the so-called “Islamic State”;

the occurrence of severe health epidemics in Korea and other parts of the world, including the recent Ebola and Middle East Respiratory Syndrome (MERS) outbreaks;

deterioration in economic or diplomatic relations between Korea and its major trading partners or allies, including as a result of tradingdeterioration resulting from territorial or territorialtrade disputes or disagreements in foreign policy;

 

continued sluggishnesspolitical uncertainty or increasing strife among or within political parties in the Korean real estate market;

a continuing rise in the level of household debtKorea, and an increase in delinquency and credit default by retail or small- and medium-sized enterprise borrowers;

a rise in unemployment or stagnation of real wages;

an increase in social expenditures to support an aging population or decreases in productivity due to shifting demographics;

social and labor unrest;

a decline in consumer confidence and a slowdown in consumer spending and corporate investments;

a widening fiscal deficit from a decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal stimulus, unemployment compensation and other economic and social programs;

political gridlock within the government or in the legislature, which prevents or disrupts timely and effective policy making;

 

laws, regulations or other government actions (financial, economic or otherwise) that fail to achieve desired policy objectives, produce adverse unintended consequences or otherwise constrain or distort sound economic activities;

loss of investor confidence arising from corporate accounting irregularities and corporate governance issues, includinghostilities involving oil-producing countries in respect of certainchaebols; and

any other developments that has a material adverse effect on the global or Korean economy, such geopolitical tensions (such as in the Crimea peninsula, certain former republics of the Soviet Union, the Middle East and North Africa and any material disruption in the Korean peninsula), an actsupply of war, a terrorist act, a breakoutoil or increase in the price of an epidemic oroil; and

the occurrence of natural or man-made disasters in Korea (such as the sinking of the Sewol ferry in April 2014, which significantly dampened consumer sentiment in Korea for months). and other parts of the world, particularly in trading partners of Korea.

Any future deterioration of the Korean economy could have an adverse effect on our business, financial condition and results of operations.

Tensions with North Korea could have an adverse effect on us, the price of our common shares and our American depositary shares.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In particular, there continues to be uncertainty regarding the long-term stability of North Korea’s political leadership since the succession of Kim Jong-un to power following the death of his father in December 2011, which has raised concerns with respect to the political and economic future of the region.

In addition, there continues to be heightened security tension in the region stemming from North Korea’s hostile military and diplomatic actions, including in respect of its nuclear weapons and long-range missile programs. Some examples from recent years include the following:

 

On February 7, 2016, North Korea launched a rocket, claimed by them to be carrying a satellite intended for scientific observation. The launch was widely suspected by the international community to be a cover for testing a long-range missile capable of carrying a nuclear warhead. On February 18, 2016, U.S. President Barack Obama signed into law mandatory sanctions on North Korea to punish it for its recent nuclear and missile tests, human rights violations and cyber crimes. The bill, which marks the first measure by the United States to exclusively target North Korea, is intended to seize the assets of anyone engaging in business related to North Korea’s weapons program, and authorizes US$50 million over five years to transmit radio broadcasts into the country and support humanitarian assistance projects. On March 2, 2016, the United Nations Security Council voted unanimously to adopt a resolution to impose sanctions against North Korea, which include inspection of all cargo going to and from North Korea, a ban on all weapons trade and the expulsion of North Korean diplomats who engage in “illicit activities.” Also, on March 4, 2016, the European Union announced that it would expand its sanctions on North Korea, adding additional companies and individuals to its list of sanction targets.

On January 6, 2016, North Korea announced that it had successfully conducted its first hydrogen bomb test, hours after international monitors detected a 5.1 magnitude earthquake near a known nuclear testing site in the country. The claims have not been verified independently. The alleged test followed a statement made in the previous month by Kim Jong-un, who claimed that North Korea had developed a hydrogen bomb.

In August 2015, two Korean soldiers were injured in a landmine explosion near the South Korean demilitarized zone. Claiming the landmines were set by North Koreans, the South Korean army re-initiated its propaganda program toward North Korea utilizing loudspeakers near the demilitarized zone. In retaliation, the North Korean army fired artillery rounds on the loudspeakers, resulting in the highest level of military readiness for both Koreas. High-ranking officials from North and South Korea subsequently met for discussions and entered into an agreement on August 25, 2015 intending to deflate military tensions.

From time to time, North Korea has fired short- to medium-range missiles from the coast of the Korean peninsula into the sea. Most recently in March 2015, North Korea fired seven surface-to-air missiles into waters off its east coast in apparent protest of annual joint military exercises being held by Korea and the United States.

In December 2014, North Korea allegedly hacked into Sony’s network to prevent the airing of the movie “The Interview” which unfavorably portrays the North Korean leader, which has prompted the United States to consider implementing additional economic sanctions against North Korea.

In December 2013, Jang Sung-taek, a relative of Kim Jong-un, who was widely speculated to be the second in command after Kim Jong-un, was executed on charges of sedition. There are reports that

such development may cause further political and social instability in North Korea and/or adoption of more hostile policies that could engender further friction with North Korea and the rest of the world.

In April 2013, North Korea blocked South Koreans from entering the industrial complex in the border city of Kaesong. In the same month, the United States deployed nuclear-capable carriers in the South Korean air and sea space. In September 2013, however, Korea and North Korea reached an agreement and resumed operation of the Kaesong Industrial Complex, and have since made efforts to improve the business environment of the complex, including by building radio frequency identification data transfer systems and launching internet service, among others. In February 2014, the U.S. Congressional Research Service reported that Korea’s approach toward the expansion and internationalization of the Kaesong Industrial Complex could conflict with U.S. legislative efforts to expand its sanctions on North Korea. On February 10, 2016, in retaliation of North Korea’s recent launch of a long-range rocket, South Korea announced that it would halt its operations of the Kaesong Industrial Complex to impede North Korea’s utilization of funds from the industrial complex to finance its nuclear and missile programs. In response, North Korea announced on February 11, 2016 that it would expel all South Korean employees from the industrial complex and freeze all South Korean assets in the complex.

 

In March 2013, North Korea stated that it had entered “a state of war” with Korea, declaring the 1953 armistice invalid, and put its artillery at the highest level of combat readiness to protest the Korea-United States allies’ military drills and additional sanctions imposed on North Korea for its missile and nuclear tests.

 

North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and conducted three rounds of nuclear tests between October 2006 to February 2013, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council unanimously passed resolutions that condemned North Korea for the nuclear tests and expanded sanctions against North Korea, most recently in March 2013.

 

In December 2012, North Korea launched a satellite into orbit using a long-range rocket, despite concerns in the international community that such a launch would be in violation of the agreement with the United States as well as United Nations Security Council resolutions that prohibit North Korea from conducting launches that use ballistic missile technology.

North Korea’s economy also faces severe challenges, including severe inflation and food shortages, which may further aggravate social and political tensions within North Korea. In addition, reunification of Korea and North Korea may suddenlycould occur in the future, which would entail significant economic commitment and

expenditure by Korea that may outweigh any resulting economic benefits of reunification.

There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future or that the political regime in North Korea may not suddenly collapse. Any further increase in tension or uncertainty relating to the military, political or economic stability in the Korean peninsula, including a breakdown of diplomatic negotiations over the North Korean nuclear program, occurrence of military hostilities, heightened concerns about the stability of North Korea’s political leadership or its actual collapse, a leadership crisis, a breakdown of high-level contacts or accelerated reunification could have a material adverse effect on our business, financial condition and results of operations, as well as the price of our common shares and our American depositary shares.

Risks Relating to Our American Depositary Shares

There are restrictions on withdrawal and deposit of common shares under the depositary facility.

Under the deposit agreement, holders of shares of our common stock may deposit those shares with the depositary bank’s custodian in Korea and obtain American depositary shares, and holders of American depositary shares may surrender American depositary shares to the depositary bank and receive shares of our common

stock. However, under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us for the issuance of American depositary shares (including deposits in connection with the initial and all subsequent offerings of American depositary shares and stock dividends or other distributions related to these American depositary shares) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We have consented to the deposit of outstanding shares of common stock as long as the number of American depositary shares outstanding at any time does not exceed 40,432,628. As a result, if you surrender American depositary shares and withdraw shares of common stock, you may not be able to deposit the shares again to obtain American depositary shares.

Ownership of our shares is restricted under Korean law.

Under the Financial Holding Companies Act, any single shareholder (together with certain persons in a special relationship with such shareholder) may acquire beneficial ownership of up to 10% of the total issued and outstanding shares with voting rights of a bank holding company controlling national banks such as us. In addition, any person, except for a “non-financial business group company” (as defined below), may acquire in excess of 10% of the total voting shares issued and outstanding of a financial holding company which controls a national bank, provided that a prior approval from the Financial Services Commission is obtained each time such person’s aggregate holdings exceed 10% (or 15% in the case of a financial holding company controlling regional banks only), 25% or 33% of the total voting shares issued and outstanding of such financial holding company. The Government and the Korea Deposit Insurance Corporation are exempt from this limit. Furthermore, certain non-financial business group companies (i.e., (i) any same shareholder group with aggregate net assets of all non-financial business companies belonging to such group of not less than 25% of the aggregate net assets of all members of such group; (ii) any same shareholder group with aggregate assets of all non-financial business companies belonging to such group of not less thanW2 trillion; or (iii) any mutual fund in which a same shareholder group identified in (i) or (ii) above owns more than 4% of the total shares issued and outstanding of such mutual fund) may not acquire beneficial ownership in us in excess of 4% of our outstanding voting shares, provided that such non-financial business group companies may acquire beneficial ownership of up to 10% of our outstanding voting shares with the approval of the Financial Services Commission under the condition that such non-financial business group companies will not exercise voting rights in respect of such shares in excess of the 4% limit. See “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Restrictions on Financial Holding Company Ownership.” To the extent that the total number of shares of our common stock that you and your affiliates own together exceeds these limits, you will not be entitled to exercise the voting rights for the excess shares, and the Financial Services Commission may order you to dispose of the excess shares within a period of up to six months. Failure to comply with such an order would result in a fine of up toW50 million, plus an additional charge of up to 0.03% of the book value of such shares per day until the date of disposal.

Holders of our ADSs will not have preemptive rights in certain circumstances.

The Korean Commercial Code and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the depositary bank, after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The depositary bank, however, is not required to make available to you any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

 

a registration statement filed by us under the U.S. Securities Act of 1933, as amended, is in effect with respect to those shares; or

 

the offering and sale of those shares is exempt from or is not subject to the registration requirements of the U.S. Securities Act.

We are under no obligation to file any registration statement with the U.S. Securities and Exchange Commission. If a registration statement is required for you to exercise preemptive rights but is not filed by us, you will not be able to exercise your preemptive rights for additional shares and you will suffer dilution of your equity interest in us.

Holders of our ADSs will not be able to exercise dissent and appraisal rights unless they have withdrawn the underlying shares of our common stock and become our direct stockholders.

Under Korean law, in some limited circumstances, including the transfer of the whole or any significant part of our business and the merger or consolidation of us with another company, dissenting stockholders have the right to require us to purchase their shares under Korean law. However, under our deposit agreement, holders of our American depositary shares do not have, and may not instruct the depositary as to the exercise of, any dissenter’s rights provided to the holders of our common shares under Korean law. Therefore, if holders of our American depositary shares wish to exercise dissenting rights, they must withdraw the underlying common stock from the American depositary shares facility (and incur charges relating to that withdrawal) and become our direct stockholders prior to the record date of the stockholders’ meeting at which the relevant transaction is to be approved, in order to exercise dissent and appraisal rights.

The market value of your investment in our ADSs may fluctuate due to the volatility of the Korean securities market.

Our common stock is listed on the KRX KOSPI Division of the Korea Exchange, which has a smaller market capitalization and is more volatile than the securities markets in the United States and many European countries. The market value of ADSs may fluctuate in response to the fluctuation of the trading price of shares of our common stock on the Stock Market Division of the Korea Exchange. The Stock Market Division of the Korea Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities and the Stock Market Division of the Korea Exchange has prescribed a fixed range in which share prices are permitted to move on a daily basis. Like other securities markets, including those in developed markets, the Korean securities market has experienced problems including market manipulation, insider trading and settlement failures. The recurrence of these or similar problems could have a material adverse effect on the market price and liquidity of the securities of Korean companies, including our common stock and ADSs, in both the domestic and the international markets.

The Korean governmentGovernment has the potential ability to exert substantial influence over many aspects of the private sector business community, and in the past has exerted that influence from time to time. For example, the Government has promoted mergers to reduce what it considers excess capacity in a particular industry and has also encouraged private companies to publicly offer their securities. Similar actions in the future could have the

effect of depressing or boosting the Korean securities market, whether or not intended to do so. Accordingly, actions by the government, or the perception that such actions are taking place, may take place or has ceased, may cause sudden movements in the market prices of the securities of Korean companies in the future, which may affect the market price and liquidity of our common stock and ADSs.

Your dividend payments and the amount you may realize upon a sale of your ADSs will be affected by

fluctuations in the exchange rate between the U.S. Dollar and the Won.

Investors who purchase the American depositary shares will be required to pay for them in U.S. Dollars. Our outstanding shares are listed on the Korea Exchange and are quoted and traded in Won. Cash dividends, if any, in respect of the shares represented by the American depositary shares will be paid to the depositary bank in Won and then converted by the depositary bank into U.S. Dollars, subject to certain conditions. Accordingly, fluctuations in the exchange rate between the Won and the U.S. Dollar will affect, among other things, the amounts a registered holder or beneficial owner of the American depositary shares will receive from the depositary bank in respect of dividends, the U.S. Dollar value of the proceeds which a holder or owner would receive upon sale in Korea of the shares obtained upon surrender of American depositary shares and the secondary market price of the American depositary shares.

If the Government deems that certain emergency circumstances are likely to occur, it may restrict the depositary bank from converting and remitting dividends in Dollars.

If the Government deems that certain emergency circumstances are likely to occur, it may impose restrictions such as requiring foreign investors to obtain prior Government approval for the acquisition of Korean securities or for the repatriation of interest or dividends arising from Korean securities or sales proceeds from disposition of such securities. These emergency circumstances include any or all of the following:

 

sudden fluctuations in interest rates or exchange rates;

 

extreme difficulty in stabilizing the balance of payments; and

 

a substantial disturbance in the Korean financial and capital markets.

The depositary bank may not be able to secure such prior approval from the government for the payment of dividends to foreign investors when the Government deems that there are emergency circumstances in the Korean financial markets.

Other Risks

We are generally subject to Korean corporate governance and disclosure standards, which differ in significant respects from those in other countries.

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies which differ in many respects from standards applicable in other countries, including the United States. As a reporting company registered with the Securities and Exchange Commission and listed on the New York Stock Exchange, we are, and in the future will be, subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002. However, foreign private issuers, including us, are exempt from certain corporate governance requirements under the Sarbanes-Oxley Act or under the rules of the New York Stock Exchange. For significant differences, see “Item 16.G.16G. Corporate Governance.” There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-public companies in other countries. Such differences in corporate governance standards and less public information could result in less than satisfactory corporate governance practices or disclosure to investors in certain countries.

You may not be able to enforce a judgment of a foreign court against us.

We are a corporation with limited liability organized under the laws of Korea. SubstantiallyAll or substantially all of our directors and officers and other persons named in this annual report reside in Korea, and all or a significantsubstantial portion of the assets of our directors and officers and other persons named in this annual report and substantially all of our assets are located in Korea. As a result, it may not be possible for holders of the American depository shares to affecteffect service of process within the United States, or to enforce against them or us in the United States judgments obtained in United States courts based on the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the United States federal securities laws.

We may become a passive foreign investment company (“PFIC”), which could result in adverse U.S. tax consequences to U.S. investors.

Based upon the past and projected composition of our income and valuation of our assets, we do not believe that we were a PFIC for 2014,2015, and we do not expect to be a PFIC in 20152016 or to become one in the foreseeable future, although there can be no assurance in this regard. If, however, we become a PFIC, such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we become a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and

will become subject to burdensome reporting requirements. Our PFIC status is determined on an annual basis and depends on the composition of our income and assets. Specifically, we will be classified as a PFIC for U.S. tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which generally includes cash) is at least 50%. Special rules treat certain income earned by a non-U.S. corporation engaged in the active conduct of a banking business as non-passive income. See “Item 10.E. Taxation — Certain United States Federal Income Tax Consequences — Passive Foreign Investment Company Rules.” We cannot assure you that we will not be a PFIC for 20152016 or any future taxable year.

 

ITEM 4.INFORMATION ON THE COMPANY

 

ITEM 4.A.History and Development of the Company

Introduction

We are one of the leading financial institutions in Korea in terms of total assets, revenues, profitability and capital adequacy, among others. Incorporated on September 1, 2001, we are the first privately-held financial holding company to be established in Korea. Since inception, we have developed and introduced a wide range of financial products and services in Korea and aimed to deliver comprehensive financial solutions to clients through a convenient one-portal network. According to reports by the Financial Supervisory Service, we are the largest financial services provider in Korea as measured by consolidated total assets as of December 31, 20142015 and operate the thirdfourth largest banking business (as measured by consolidated total bank assets as of December 31, 2014)2015) and the largest credit card business (as measured by the total credit purchase volume as of December 31, 2014)in 2015) in Korea.

We have experienced substantial growth through several mergers and acquisitions. Most notably, our acquisition of Chohung Bank in 2003 has enabled us to have the thirdfourth largest banking operations in Korea. In addition, our acquisition in March 2007 of LG Card, the then largest credit card company in Korea, has enabled us to have the largest credit card operations in Korea and significantly expand our non-banking business capacity so as to achieve a balanced business portfolio.

We currently have 13 direct subsidiaries and 1824 indirect subsidiaries offering a wide range of financial products and services, including commercial banking, corporate banking, private banking, credit card, asset

management, brokerage and insurance services. We believe that such breadth of services will help us to meet the diversified needs of our present and potential clients. We currently serve approximately 2918.3 million active customers, which we believe is the largest customer base in Korea, through approximately 23,55525,623 employees at approximately 1,3721,448 network branches group-wide. While substantially all of our revenues have been historically derived from Korea, we aim to serve the needs of our customers through a global network of 76156 offices in the United States, Canada, the United Kingdom, Japan, the People’s Republic of China, Germany, India, Hong Kong, Vietnam, Cambodia, Kazakhstan, Singapore, Mexico, Uzbekistan, Myanmar, Poland, Indonesia, Philippines and Poland.Dubai.

Our registered office and corporate headquarters are located at 20, Sejong-daero 9-gil, Jung-gu, Seoul 100-724,04513, Korea and our telephone number is +822 6360 3000.

Our Strategy

Since our inception in 2001, we have pursued the following objectives as the core of our long-term strategy: (i) balanced growth in our banking and non-banking businesses, (ii) continued creation of value by identifying new business opportunities and gaining a competitive edge through differentiating our business model from that of our competitors, and (iii) becoming the market leader in Korea and a world-class financial holding company through enhancement of our management systems and core competencies.

Following the global financial crisis that began in the second half of 2008, a new set of challenges for financial service providers such as us and our subsidiaries has emerged in the form of a “new normal” in the

business environment with the following general features:trends: (i) stricterdemographic changes due to declining birth rates and increasingly aging population, (ii) prolonged periods of low growth and low interest rates, (iii) rapid innovation in the financial regulationsindustry as a result of advancements in information and regulatory scrutiny withcommunication technology (ICT) and digital finance technologies, and (iv) amplifying effects of challenges and opportunities globally. Constant changes in the global markets demand that financial service providers consistently develop new financial trends, ensure customer satisfaction by offering competitive products and services in the continued low-interest rate environment, maintain a focus on heightened risk management, (ii) less tolerance for unbalanced risk in financial products, (iii) demand for higher levels of capital adequacysound infrastructure that can withstand external shocks, and reduced debt levels, (iv) greater market acceptability of a business model that emphasizes stable and conservative growth even at the expense of higher return, and (v) rising political and social skepticism of unfettered capitalism and stronger demand for enhancedenhance social responsibility and accountability of financial institutions. In addition, advances in mobile and other technologies are renewing challenges for financial service providers to continually reexamine their existing business models. Combined, these developments require that we continue to seek opportunities to foster customer trust, enhance our social capital and quickly adapt ourselves to the constant changes in our business environment.accountability.

Accordingly, inIn recognition of these trends in our business environment and in order to realize our long-term vision of becoming a world-class financial group, we have strived to,recently adopted a near term mission of (i) solidifying our position as a leading financial group in Korea and will continue to strive to, re-make ourselves with an overarching focus of putting our customers first, namely by constantly seeking ways to make our interactions with customers more user-friendly and customer-oriented, as well as further strengthening risk management, efficiently using our resources and selectively identifying new growth opportunities.

Our mid- to long-term strategic target is(ii) build the foundation for success in the Asian market. We aim to become Korea’s number one financial brand and, at the same time, achieve meaningful growth in overseas markets by the end of 2015 through emphasis on creation of value to our customers and fostering “good” growth. We believe that establishing ourselves firmly as the market leader in Korea is critical to realizing our ultimate objective of becoming a world-class financial institution, and our strategic priorities reflect our continual commitment to sustainableexpanding into regions with high growth stable profitability and best-class core competencies.

Recently, we have also added to our groupwide mission the concept of “Compassionate Finance, Your Companion for the Future.” This notion leverages on our strategic theme that we can “make a better world through the power of finance.” To elaborate, by “the power of finance,” we mean that we can enable our customers to achieve their desired financial objectives through differentiated financial products and services (including asset management) using innovative techniques and planning that reflect or anticipate the changes in customer preferences and market and regulatory environments. In addition, by “making a better world”, we mean that we as a financial service provider aim to add value to the customer, which in turn will create a virtuous cycle whereby our franchise value also increases in tandem with the added value to the customer, which will over the

long term benefit the society we live in on a global basis. Thus, we believe ‘compassionate finance’, ‘innovating financing’ and “a virtuous cycle of mutual benefit” are all interconnected themes that form the overarching backbone to our overall strategy.potential.

More specifically, our key strategic priorities currently include the following:

 

  SolidifyLead value creation through creative innovation.By generating new ideas that drive global trends, we will strive for a synergy that increases value for both our market position as the “local best” in our core businesses. Currently, our two core businesses of banking and credit cards rank as number one in their respective industries (banking in terms of profitability and credit cards in terms of market sharecustomers and the numberGroup. In particular, we plan to implement innovative approaches in emerging business sectors such as digital finance, retirement planning and real estate portfolio management, so that we can increase the value of customers). We seek to solidify our brandcustomers’ assets and market position in these fields asdevelop new drivers of growth for the indisputable local best in both quantitative and qualitative terms by offering our customers quality service that clearly differentiates us from our competitors. To this end, in our banking business, we will seek to offer a variety of products and services tailored to each customer segment, enhance service capabilities that do not require customers’ physical presence in our branch offices and increase its distribution network outside the Seoul metropolitan area. As for our credit card business, we seek to further solidify our market leadership position and generate further revenue growth by offering new differentiated services and exploring opportunities in the emerging arena of strategic convergence between financial services providers and telecommunication service providers as well as other potential business opportunities on a selective basis, as well as further improve our cost structure. In addition, we seek to establish firm industry leadership for our leasing business through differentiated services in order to further contribute to our goal of sustainable growth.future.

 

  Strengthen fee-earnings businesses.Secure new opportunities for growth with global operations. While weWe will continue to focus on our core, interest income generating businessexpand into global high growth markets to procure a strong source of bankinggrowth. To pursue meaningful advancement and credit card services, in order to attainmove beyond a more balanced overall business portfolio as well as in anticipationsimple survey of a potential rise in interest rates and cost of capital,opportunities, we plan to strengthen our businesses that generate non-interest fee income, such as asset management, insurance and securities. To this end, we are currently re-evaluating the business models for our key business segments with the goal of strengthening our competitivenessexplore various new market entry strategies while establishing a firm presence in areas of core competencies that will ensure our long-term viability and profitability. More specifically, our asset management business will focus on building the Shinhan brand through continued customer-oriented product development, our securities business will support our asset management business through developing and distributing new investment products and enhancing marketing channels, and our insurance business will seek to join the top tier in the industry through organic growth and selectively leveraging other business opportunities.local markets.

 

  Enhance synergy through shared focus onImplement integration and build “One Shinhan” system by reforming the customer.Group’s operating system.We planwill reform our operating system to renew(i) provide our commitment to our founding principle of emphasizing customer-oriented service by streamlining ourcustomers with a single portal that integrates multiple business lines and (ii) continue developing integrated financial products and services. Through such strategies, we intend to provide a comprehensive financial services package tailored to each customer’s lifestyleenhance the group’s operational efficiency and financialproactively accommodate customers’ needs as well as enhancing customer access to our diverse product offerings through a more customer-friendly one portalregarding total financial service platform. To that end, we are identifying precedents that can serve as useful guidelines for successful intra-group synergy generation and are building clear and comprehensive joint marketing models that can provide specific guidance for differentiated synergy output for our entire group.packages.

 

  Gain competitivenessOptimize risk management preemptively in strategicpreparation forlow economic growth areas.and external shock.In lightorder to attain sustainable growth in an environment where risk factors are amplified and the threat of the increasing maturation of the domestic financial services sector, we intend to seek new business opportunities at the group level by sharing group-wide management resources to identify and develop potential strategic growth areas. In particular,crises lingers, we plan to enhance the competitiveness of our investment banking business so astake precautionary measures to be on par with our group-wide market leadership by redefining its business model and selectively entering into international markets, with an initial focus on Asia. In addition,eliminate negative external factors before they arise. Moreover, we will explore selectively entering intostrengthen our capacity to provide differentiated risk management and exercise our best effort to handle customer data with prudence.

Enforce strategic alliances with telecommunications service providers and retail grocery and department store chainscost-savings.Due to take advantagethe deterioration of new business opportunities generated by technological developments and the growing prominence of retail chainsstructural profitability, companies in the distributionfinancial sector must improve their cost structure to survive. We plan to recalibrate our current business portfolio with investments in emerging business sectors and will continue to increase operational efficiency in areas such as business channels, processes and marketing.

Establish a strong organizational culture based on the “Shinhan Way.”We will further upgrade our policies and operating system according to our value of financial services.“future-oriented compassionate finance.” We aim to further invigorate the group’s creative and proactive culture while nurturing a new generation of leaders based on the “Shinhan Way.”

In order to effectively achieve the foregoing strategic objectives, we plan to continue to enhance our business fundamentals in the following areas:

systematic build-up of “future-oriented compassionate finance” through (i) group-wide adoption and implementation of various operating systems and infrastructure designed to enhance customer value in our marketing and other business generation efforts, (ii) continued development of products and services specifically tailored to promote the theme of compassionate finance, (iii) strengthening support for low-income households and small businesses, and (iv) embedding compassionate finance into the group-wide culture through continuous internal education and outside consulting, including through promotional campaigns for successful cases of compassionate finance;

expanded offering of differentiated financial services, particularly in the area of retirement and other financial planning, in light of the fast-aging demographics in Korea on the basis of our existing extensive service platform and the trust we have built up with our customers;

strengthening a results-oriented approach for our international expansion efforts, including through a joint introduction of our banking and non-banking services in select regions, localization of product offering and operational processes and enhancing our local marketing competencies;

upgrading our distribution channels in order to take a leading role in setting the future direction of the financial services industry, such as by preemptively developing new channels in anticipation of changes arising from new information technology capabilities, ramping up customer access to our services without having to visit our branches in person and integration of our various service offerings in our branches;

systemized strategic cost-savings through (i) implementation of a group-wide efficiency management optimization system, (ii) continuous organizational “slimming”, and (iii) realignment of the group-wide business portfolio. The efficiency optimization system will focus on optimizing internal and external operational networks for productivity improvement, streamlining operational processes for low-cost efficiency, rationalizing human resources, and selective reinforcement of core competencies such as information technology systems and top-performing employees. Organizational slimming will include restructuring of low-profitability business units, outsourcing of non-core business areas and simplifying decision-making processes. Realignment of the group-wide business portfolio will involve re-evaluation of the existing business models for our core business units, selective entry into new business areas through joint ventures or strategic alliances and formulation of more profitable and balanced business portfolios;

increased investment in employee training and professional development, with a focus on nurturing leaders for the next generation; and

balanced risk-return management.

At the subsidiary level, we plan to implement the following strategies with respect to our core business lines:

 

  

in commercial banking, our primary objective is to strengthenchallenge ourselves to reach a new level of excellence. Commercial banking is our competitive positionprincipal business line and becomehas the leading bankhighest level of profitability in Korea based on its strong risk management capacity. Equipped with an extensive branch network

and a broad customer base, our commercial banking business serves as the key sales and distribution channel for the various financial products and services we provide. We seek to solidify our brand and market position in commercial banking by enhancing customer satisfaction, lockingoffering our customers differentiated value creation strategies, strengthening our competitiveness in areas of core competencies, developing new trends in the loyalty of our existing banking customersfinancial sector and enhancing organizational capacity. Our plan is to further enlarging our customer base. To this end, we plan to fully leverage the scale of our banking operation afforded by our extensive branch network, emphasize cross-selling non-banking products at our banking network, offer total financial service packages, bolster our brand image and further upgrade our customer service infrastructure,optimize risk management systemsto address the volatility of the business environment and other operating processes. We also intend to enter, on a selective basis, into promising new businesses bycontinue reinforcing our commercial banking operations’ high profitability and central role in strengthening our investment banking, private banking and other fee-based businesses, making significant inroads into the retirement pension market, and offering differentiated wealth management strategies and portfolios.group-wide synergy.

 

  in credit card business, our primary objective isobjectives are to further solidify our market leadership as the largest credit card service provider in Korea through differentiated and tailored customerto become the industry trendsetter. With such goals, we will strive to preemptively address rapid developments in the technology environment such as “fintech” and mobile payment services and overcome the industry’s low structural growth and weakened profitability. To this end, we plan to boost our competitiveness in the mobile payment service market and increase strategic alliances based on a strategy that emphasizes “soft” and “smart” aspects of enhancing customer loyalty, brand recognition and revenue expansion. We will also emphasize further optimizing our risk managementmobile platform. Additionally, through preemptive risk prevention, creating new synergy opportunities through collaboration with our other Shinhan affiliates and enhanced use of the group-wide customer relationship management system. As a way of identifying and exploring new potential growth areas, we are also exploring various business opportunities associated with technological advancements in providing financial services (commonly referred to as “fin-tech”) and also , on a selective basis, entering into strategic alliances with telecommunications service providers and market-leading department and discount store chains for furtheran overall expansion of our distribution network.credit card business, we aim to diversify revenue models and become even more active in entering overseas markets. We also seek to bolster our customer service by solidifying our industry leadership in the credit card industry and improve profitability by utilizing our resources strategically.

 

  in securities business, our primary objective isobjectives are to enhance our market position and to provide innovative products and services to our customers. We seek to establish a solid platform for providing leading brokerage and financial advisory services in Korea in lightand foster a customer-centric corporate culture. We will actively incorporate collaborative platforms such as PWM (Private Wealth Management) and the Creative Finance Plaza and strive to increase our customers’ rate of the recent deregulations of the securities industries in Korea. We aim to selectively developreturn by developing competitive business models and capturecapturing promising business opportunities, including wealthopportunities. Furthermore, to ensure reliable asset management and investment advisory services. Our near-term strategic objective isfor our customers, we plan to promote cross-selling, and in order to achieve this end, we have implemented strategies to enhancesteadily update our research and preemptive risk management capabilities and maximize our group-wide synergy base.capabilities.

 

  in life insurance business, our primary objective is to enhanceattain market recognition while procuring a stable source of revenue in the long term by improving the competitiveness of our market positionlife insurance program. To establish our life insurance program as one of the leading insurers in Korea. To that end,standard for the industry, we aim to maximizebroaden the usereach of our group-wide distribution channels, particularly in bankingoperations to all business sectors and credit card businesses, in orderstrengthen our execution capacity. Our strategy is to foster direct interaction with customers. We also aim to train specialistsmaximize customer value by encouraging compassionate, innovative and offer differentiated products targetingdigital finance, augment corporate value by expanding the fast-growing senior citizen population in Korea.whole life insurance portfolio and fortifying financial solidity and increase community value by enforcing model business practices, instituting a good working environment and improving brand value.

Our History and Development

On September 1, 2001, we were formed as a financial holding company under the Financial Holding Companies Act, as a result of acquiring all of the issued shares of the following four entities from their former shareholders in exchange for shares of our common stock: (i) Shinhan Bank, a nationwide commercial bank listed on the Korea Exchange, (ii) Shinhan Securities Co., Ltd., a securities brokerage company listed on the Korea Exchange, (iii) Shinhan Capital Co., Ltd., a leasing company listed on the Korea Exchange Korean Securities Dealers Automated Quotations (“KRX KOSDAQ”), and (iv) Shinhan Investment Trust Management Co., Ltd., a privately held investment trust management company. On September 10, 2001, the common stock of our holding company was listed on what is currently the KRX KOSPI Market.

Since our inception, we have expanded our operations, in large part, through strategic acquisitions or formation of joint ventures. Our key acquisitions and joint venture formations are described as below:

 

Date of Acquisition

  

Entity

  Principal Activities  Method of Establishment

April 2002

  Jeju Bank  Regional banking  Acquisition from
Korea Deposit
Insurance Corporation

July 2002

  Shinhan Investment Corp.(1)  Securities and
investment
  Acquisition from the

SsangYong Group

August 2002

  

Shinhan BNP Paribas

Investment Trust

Management Co., Ltd.(2)

  Investment advisory  50:50 joint venture
with BNP Paribas

August 2003

  Chohung Bank  Commercial banking  Acquisition from

creditors

December 2005

  Shinhan Life Insurance  Life insurance services  Acquisition from

shareholders

March 2007

  LG Card  Credit card services  Acquisition from

creditors

January 2012

  Tomato Mutual Savings Bank(3)  Savings bank  Purchase and
assumption of assets
and liabilities from
creditors

January 2013

  Yehanbyoul Savings Bank(4)  Savings bank  Acquisition from
Korea Deposit
Insurance Corporation

 

Notes:

 

(1)Renamed as Shinhan Investment Corp. from Goodmorning Shinhan Securities Co., Ltd. effective August 2009.
(2)In January 2009, SH Asset Management Co., Ltd. and Shinhan BNP Paribas Investment Trust Management merged to form Shinhan BNP Paribas Asset Management Co., Ltd.
(3)Shinhan Hope Co., Ltd. was established on December 12, 2011, to purchase and assume certain assets and liabilities of Tomato Mutual Savings Bank. On December 28, 2011, Shinhan Hope Co., Ltd. obtained a savings bank license, changed its name to Shinhan Savings Bank and became our direct subsidiary.
(4)In January 2013, we entered into a share purchase agreement with Korea Deposit Insurance Corporation for the acquisition of Yehanbyoul Savings Bank, a savings bank located in Korea, forW45.3 billion,and received regulatory approval to merge Yehanbyoul Savings Bank into our existing subsidiary Shinhan Saving Bank. On April 1, 2013, Shinhan Savings Bank and Yehanbyoul Savings Bank merged into a single entity, with Yehanbyoul Savings Bank being the surviving entity and the newly merged bank being named Shinhan Savings Bank.

ITEM 4.B.    BusinessBusiness Overview

Unless otherwise specifically mentioned, the following business overview is presented on a consolidated basis under IFRS.

Our Principal Activities

We provide comprehensive financial services, principally consisting of the following:

 

commercial banking services, consisting of:

 

retail banking, which primarily focuses on making loans to or receiving deposits from individual customers (including high net-worth individuals and families) and, to a lesser extent, not-for-profit institutions such as hospitals, airports and schools;

 

corporate and investment banking, services, which primarily focuses on making loans to or receiving deposits from for-profit corporations, including small- and medium-sized enterprises;enterprises, and providing investment banking services to corporate clients;

 

international banking, which primarily focuses on management of overseas subsidiaries and branch operations and other international businesses, as well as internal asset and liability management, trading of securities and derivatives, investment portfolio management and other related activities;businesses; and

 

other banking, which primarily focuses onconsists of treasury business (including internal asset and liability management and other non-deposit funding activities), securities investing and trading and derivatives trading, as well as administration of the overall banking operations.

 

credit card services;

 

securities brokerage services;

 

life insurance services;

 

asset management services, including brokerage and trading of various securities, related margin lending and deposit and trust services, and other asset management services; and

 

other services, including leasing and equipment financing, regional banking services, savings banking services, loan collection and credit reporting, collective investment administrative services and financial system development services as well as engaging in private equity investments through formation of private equity funds on a private placement basis.

In addition to the above-mentioned business activities, we, at the holding company level, have the “wealthwealth management planning” teamplanning office and “corporate andcorporate & investment banking planning” team,business department, whose primary function is to support cross-divisional management with respect to these specific functional areas.

Our principal business activities are not subject to any material seasonal trends. While we have a number of overseas branches and subsidiaries, substantially all of our assets are located, and substantially all of our revenues are generated, in Korea.

Deposit-Taking Activities

Principally through Shinhan Bank, we offer many deposit products that target different customer segments with features tailored to each segment’s financial and other profile.profiles. Our deposit products consist principally of the following:

 

  Demand deposits. Demand deposits do not accrue interest or accrue interest at a lower rate than time or savings deposits and allow the customer to deposit and withdraw funds at any time. If interest-bearing, demand deposits have interest accruing at a fixed or variable rate depending on the period and the amount of deposit. Demand deposits constituted approximately 12.3%13.7%, 13.7%13.6% and 13.6%14.6% of our total deposits as of December 31, 2012, 2013, 2014 and 2014,2015, respectively. Our demandDemand deposits paid average interest of 0.68%0.65%, 0.65%0.57% and 0.57%0.44% in 2012, 2013, 2014 and 2014,2015, respectively.

  Savings deposits.Savings deposits allow the customer to deposit and withdraw funds at any time and accrue interest at an adjustable interest rate, which is typically lower than the rate applicable to time or installment deposits. SavingSavings deposits constituted approximately 22.0%23.5%, 23.5%26.5% and 26.5%28.6% of our total deposits as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, and paid average interest of 1.24%0.96%, 0.96%0.87% and 0.87%0.70% in 2012, 2013, 2014 and 2014,2015, respectively.

  Time deposits. Time deposits generally require the customer to maintain a deposit for a fixed term during which the deposit accrues interest at a fixed rate or a variable rate based on certain financial indexes, including the Cost of Funds Index (“COFIX”). If published by the Korean Federation of Banks.If the deposit is withdrawn prior to the end of the fixed term, the customer is paid a lower interest rate than that originally offered. The term typically ranges from one month to five years. Time deposits constituted approximately 64.9%61.8%, 61.8%58.7% and 58.8%54.8% of our total deposits as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, and paid average interest of 3.63%3.00%, 3.00%2.58% and 2.58%2.03% in 2012, 2013, 2014 and 2014,2015, respectively.

 

  Other deposits. Other deposits consist mainly of certificates of deposit. Certificates of deposit typically have maturities from 30 days to two years. Interest rates on certificates of deposit are determined based on the length of the deposit and prevailing market interest rates. Certificates of deposit are sold at a discount to their face value, reflecting the interest payable on the certificates of deposit. Certificates of deposit constituted approximately 0.8%1.0%, 1.0%1.1% and 1.1%2.1% of our total deposits as of December 31, 2012, 2013, 2014 and 2014, respectively. Our certificates of deposit2015, respectively and paid average interest of 3.26%2.01%, 2.01%1.32% and 1.32%1.20% in 2012, 2013, 2014 and 2014,2015, respectively.

We also offer deposits which provide the customer with preferential rights to housing subscriptions under the Housing Law and Rules on Housing Supply (the “Housing Law”), and eligibility for mortgage and home equity loans. These products include:

 

  Housing subscription time deposits.These deposit products are special purpose time deposits providing the customer with a preferential right to subscribe for new private housing units under the Housing Law and Rules on Housing Supply (the “Housing Law”).Law. This law provides various measures supporting the purchase of housing units and the supply of such housing units by construction companies. If a potential home-buyer subscribes for these deposit products and holds them for a certain period of time set forth in the Housing Law, such deposit customer obtains the right to subscribe for new private housing units on a priority basis. Such preferential rights are neither transferable nor marketable in the open market. These products accrue interest at a fixed rate for one year and at an adjustable rate after one year, which are consistent with other time deposits. Required deposit amounts per account range fromW2 million toW15 million depending on the size and location of the housing unit. These deposit products target high- and middle-income households as customers.

 

  Housing subscription installment savings deposits.These deposit products are monthly installment savings products providing the customer with a preferential right to subscribe for new private housing units under the Housing Law. Such preferential rights are neither transferable nor marketable in the open market. These deposits require monthly installments ofW50,000 toW500,000, have maturities between three and five years and accrue interest at fixed rates depending on the term, which rates are consistent with other installment savings deposits. These deposit products target low- and middle-income households as customers. For information on our deposits in Korean Won based on the principal types of deposit products we offer, see “— Description of Assets and Liabilities — Funding — Deposits.”

The rate of interest payable on our deposit products may vary significantly, depending on average funding costs, the rate of return on our interest-earning assets, prevailing market interest rates among financial institutions and other major financial indicators.

We also offer court deposit services for litigants in Korean courts, which involve providing effectively an escrow service for litigants involved in certain types of legal or other proceedings. Chohung Bank historically was a dominant provider of such services since 1958, and following the acquisition of Chohung Bank, we

continue to hold a dominant market share in these services. Such deposits typically carry interest rates lower than the market rates (by approximately 0.5% per annum) and amounted toW6,1506,680 billion,W6,6806,443 billion andW6,4436,480 billion as of December 31, 2012, 2013, 2014 and 2014,2015, respectively.

The Monetary Policy Committee of the Bank of Korea imposes a reserve requirement on Won currency deposits at commercial banks at rates ranging from 0% to 7%, based generally on maturity and the type of deposit instrument. See “— Supervision and Regulation — Principal Regulations Applicable to Banks — Liquidity.”

The Depositor Protection Act provides for a deposit insurance system under which the Korea Deposit Insurance Corporation guarantees repayment of eligible bank deposits to depositors up to a total ofW50 million per depositor andW50 million per insured under the defined contribution retirement pension per bank. See “—Supervision and Regulation — Principal Regulations Applicable to Banks — Deposit Insurance System.”

Retail Banking Services

Overview

We provide retail banking services primarily through Shinhan Bank, and, to a significantly lesser extent, through Jeju Bank, a regional commercial bank. TheOur retail loans, before allowance for loan losses and deferred loan origination costs and fees and excluding credit card receivables, amounted toW84,93096,018 billion as of December 31, 2014.2015.

Retail banking services include mortgage and home equity lending and retail lending as well as demand, savings and fixed deposit-taking, checking account services, electronic banking and ATMautomatic teller machines (“ATM”) services, bill paying services, payroll and check-cashing services, currency exchange and wire fund transfer. We believe that providing modern and efficient retail banking services is important to maintaining our public profile and as a source of fee-based income. Accordingly, we believe that our retail banking services and products will become increasingly important in the coming years as the domestic banking sector further develops and becomes more complex.

Retail banking has been and will continue to remain one of our core businesses. Our strategy in retail banking is to provide prompt and comprehensive services to retail customers through increased automation and improved customer service, as well as a streamlined branch network focused on sales. The retail segment places an emphasis on targeting high net worth individuals.

Retail Lending Activities

We offer various retail loan products, consisting principally of loans to individuals and households. Our retail loan products target different segments of the population with features tailored to each segment’s financial profile and other characteristics, including customer’s occupation, age, loan purpose, collateral requirements and the duration of the customer’s relationship with Shinhan Bank. Our retail loans consist principally of the following:

 

  Mortgage and home equity loans,which are mostlyaremostly comprised of mortgage loans that are used to finance home purchases and are generally secured by the housing unit being purchased; and

 

  Other retail loans,which are loans made to customers for any purpose other than mortgage and home equity loans and the terms of which vary based primarily upon the characteristics of the borrower and which are either unsecured or secured, or guaranteed by deposits or by a third party. Other retail loans also include advance loans extended on an unsecured basis to retail borrowers the use of proceeds for which is restricted to financing of home purchases prior to the completion of the construction.

As of December 31, 2014,2015, our mortgage and home equity loans and other retail loans accounted for 59.64%57.3% and 40.36%, respectively,42.7% of our total Won-denominated retail loans (excluding credit card loans)., respectively.

For secured loans, including mortgage and home equity loans, our policy is to lend up to 40% to 70% of the appraisal value of the collateral, after taking into account the value of any lien or other security interest that has

priority over our security interest (other than petty claims). The loan-to-value ratio of secured loans is updated on

a monthly basis using the most recent appraisal value of the collateral. As of December 31, 2014,2015, the loan-to-value ratio of mortgage and home equity loans of Shinhan Bank was approximately 52%52.86%. As of December 31, 2014,2015, substantially all of our mortgage and home equity loans were secured by residential property.

Under the Regulation on the Supervisionadministrative instructions of the Banking Business as amendedFinancial Supervisory Service effective August 1, 2014, our banking subsidiaries (i) are subject to a limit on loan-to-value ratio of 70% when extending home mortgage loans; (ii) are required to comply with a limit on debt-to-income ratio of 60% in extending home mortgage loans (amounting to more thanW100 million or more)million) for the purchase of new apartments that are secured by such apartments appraised at a market value of more thanW600 million if they are located in areas designated as “speculative” or (if in the greater Seoul metropolitan area) “excessively speculative”;area, excluding some areas such as island areas; and (iii) are required to apply greater flexibility in determining the debt-to-income ratio by considering the expected earnings potential; (iv) are prohibited from accepting apartments located in areas of intense speculation as collateral from borrowers who have already obtained home mortgage loans; (v) in the case of borrowers with two or more loans secured by apartments in areas of intense speculation, are required to limit the extension of the maturity of such loans so that the number of loans secured by apartments in areas of intense speculation held by such borrowers is reduced to one such loan; (v) are prohibited from extending home equity loans to minors; and (vi) are prohibited from accepting apartments located in areas of intense speculation as collateral for company loans with the purpose of acquiring such apartments, except for unavoidable cases.

potential. In addition, the supervising authorities in Korea from time to time issue administrative instructions to Korean banks, which have the effect of regulating the access of borrowers to housing loans and, as such, demand for real estate properties. For example, the Financial Supervisory Service issued administrative instructions to financial institutions to (except in limited circumstances) verify the borrower’s ability to repay based on proof of income prior to making a mortgage and home equity loan regardless of the type or value of the collateral or the location of the property, which has had the effect of practically barring the grant of any new mortgage and home equity loans to borrowers without verifiable income.

Our banking subsidiaries extend mortgage and home equity loans in compliance with the applicable regulations and administrative instructions by the relevant supervising authorities.

The following table sets forth a breakdown of our retail loans.

 

  As of December 31,   As of December 31, 
  2012 2013 2014   2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Retail loans(1)

        

Mortgage and home-equity loans

  W46,130   W46,908   W50,652    W46,908   W50,652   W54,983  

Other retail loans(2)

   28,407   30,242   34,278     30,242   34,278   41,035  

Percentage of retail loans to total gross loans

   36.73 37.09 37.94   37.1 37.9 38.7

 

Notes:Note:

 

(1)Before allowance for loan losses and deferred loan origination costs and fees and excludes credit card receivables.
(2)In Korea, construction companies typically require buyers of new homes (including apartment units) to make installment payments of the purchase price well in advance of the title transfer. Commercial banks, including Shinhan Bank, provide advance loans on an unsecured basis to retail borrowers the use proceeds for which is restricted to financing of home purchases. A significant portion of these loans are guaranteed by third parties, which may include the construction company receiving the installment payments, until construction of the home is completed. Once construction is completed and the titles to the homes are transferred to the borrowers, which may take several years, these loans become secured by the new homes purchased by these borrowers. In recognition of the unsecured nature of such loans, we classify such loans as other retail loans.

The total mortgage and home equity loans amounted toW50,65254,983 billion outstanding as of December 31, 2014,2015, and as of such date, consisted of amortizing loans (whose principal is repaid by part of the installment payments thereon)payments) in the amount ofW40,35146,635 billion and non-amortizing loans in the amount ofW10,3018,348 billion. In addition, as of December 31, 2014,2015, we also provided lines of credit in the aggregate outstanding amount ofW5151,030 billion for non-amortizing loans.

Pricing

The interest rates payable on Shinhan Bank’s retail loans are either periodically adjusted floating rates (based on a base rate determined for three-month, six-month or twelve-month periods derived using an internal transfer price system, which reflects the market cost of funding, as adjusted to account for expenses related to lending and the profit margin of the relevant loan products) or fixed rates that reflect the market cost of funding, as adjusted to account for expenses related to lending and the profit margin. Fixed rate loans, which have maturities of up to 30 years for retail loans and 15 years andfor corporate loans are offered only on a limited basis and at a premium to floating rate loans. For unsecured loans, which Shinhan Bank provides on a floating or fixed rate basis, interest rates thereon reflect a margin based on, among other things, the borrower’s credit score as

determined during its loan approval process. For secured loans, the credit limit is based on the type of collateral, priority with respect to the collateral and the loan-to-value ratio. Shinhan Bank may adjust the pricing of these loans to reflect the borrower’s current and/or expected future contribution to Shinhan Bank’s profitability. The interest rate on Shinhan Bank’s loan products may become adjusted at the time the loan is extended. If a loan is terminated within three years following the date of the loan, the borrower is required to pay an early termination fee, which is calculated generally as 1.5%typically 0.8% to 1.4% of the outstanding principal amount of and accrued and unpaid interest on the loan, multiplied by a fraction the numerator of which is the number of the remaining days on the loan until maturity and the denominator of which is the number of days comprising the term of the loan or three years, whichever is greater.

As of December 31, 2014,2015, Shinhan Bank’s three-month, six-month and twelve-month base rates were approximately 2.13%1.67%, 2.17%1.69% and 2.18%1.73%, respectively. As of December 31, 2014,2015, Shinhan Bank’s fixed rates for mortgage and home equity loans with a maturity of three years, five years and seven years were approximately 3.80%, 3.85%3.35% and 4.50%4.45%, respectively, and Shinhan Bank’s fixed rates for other retail loans with a maturity of one year ranged from 4.74%4.31% to 14.00%, depending on the credit scores of its customers.

As of December 31, 2014, 73.11%2015, 72.5% of Shinhan Bank’s total retail loans were floating rate loans and 26.89%27.5% were fixed rate loans. As of the same date, 65.45%64.3%, of Shinhan Bank’s retail loans with maturity of more than one year were floating rate loans and 34.55%35.7% were fixed rate loans.

The interest rate charged to customers by our banking subsidiaries is based, in part, on the “cost of funding index”,funds index,” or COFIX, which is published by the Korean Federation of Banks. COFIX is computed based on the weighted average interest of select funding products (including time deposits, housing and other installment savings deposits, repos, discounted bills and senior non-convertible financial debentures) of nineeight major Korean banks (comprised of KookminShinhan Bank, ShinhanKookmin Bank, Woori Bank, KEB Hana Bank, Korea Exchange Bank, Nonghyup Bank, Industrial Bank of Korea, Citibank Korea Inc. and Standard Chartered Bank Korea)Korea Limited). Each bank then independently determines the interest rate applicable to its respective customers by adding a spread to the COFIX based on the difference between the COFIX and such bank’s general funding costs, administration fees, the customer’s credit score, the maturity of the loan and other customer-specific premiums and discounts based on the customer relationship with such bank. These interest rates are typically adjusted on a monthly basis.

Private Banking

WeHistorically, we have long focused on customers with high net worth. Our retail banking services include providing private banking services to high net worth customers who seek personal advice in complex financial matters. Our aim in private banking is to help enhance wealth accumulation by, and increase the financial sophistication of, our high net-worth clients by offering them portfolio and fund management, tax consulting and real estate management services, among others. Since the end of 2011, in order to preemptively respond to evolving customer needs and promote asset growth by inducing greater synergy between commercial banking and investment advisory services offered by Shinhan Investment, Shinhan Bank launched private wealth management centers which combine certain branches of Shinhan Bank with those of Shinhan Investment in same locations. Shinhan Bank’s strength in private banking has been widely recognized by a number of significant industry awards in recent years, including the “Best Wealth Manager in Korea” and “Best Private Bank in Korea” awards by The Asset magazine in 2015, and the “Best Private Bank in Korea” at the Global Private Banking Awards 2015 co-sponsored by Professional Wealth Management and The Banker.

As of December 31, 2014,2015, Shinhan Bank operated 2527 private banking centers nationwide, including 18 in Seoul, three in the suburbs of Seoul and foursix in cities located in other regions in Korea. As of December 31, 2014,2015, Shinhan Bank had approximately 6,0556,684 private banking customers, who typically are typically required to haveW500 million in deposits with us to qualify for private banking services.

Corporate and Investment Banking Services

Overview

We provide corporate banking services, primarily through Shinhan Bank, to small- and medium-sized enterprises, including enterprises known as SOHO (standing for “small office, home office”), which are small enterprises operated by individuals or households, and, to a lesser extent, to large corporations, including corporations that are affiliated withchaebols. We also lend to government-controlled enterprises.

The following table sets forth the balances and percentage of our total lendingloans (before allowance for loan losses and deferred loan origination costs and fees) attributable to each category of our corporate lending business as of the dates indicated.

 

  As of December 31,   As of December 31, 
  2012 2013 2014   2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Small- and medium-sized enterprises loans(1)

  W51,324     25.29 W55,062     26.47 W59,889     26.75  W55,062     26.5 W59,889     26.8 W67,336     27.1

Large corporate loans

   33,713     16.61   31,412     15.10   33,381     14.91     31,412     15.1   33,381     14.9   33,742     13.6  

Others(2)

   25,488     12.56   26,698     12.84   27,538     12.30     26,698     12.8   27,538     12.3   32,796     13.2  
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total corporate loans

W110,525   54.47W113,172   54.41W120,808   53.96  W113,172     54.4 W120,808     54.0 W133,874     53.9
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

 

Note:Notes:

 

(1)Represents the principal amount of loans extended to corporations meeting the definition of small- and medium-sized enterprises under the Basic Act on Small- and Medium-sized Enterprises and its Presidential Decree.

Shinhan Bank also engages in treasury and securities investment business, which involves, among other things, treasury activities (consisting primarily of internal asset and liability management), securities investment trading and derivatives trading.

(2)Includes loans to governmental agencies, loans to banks and other corporate loans.

Small- and Medium-sized Enterprises Banking

Under the Basic Act on Small- and Medium-sized Enterprises (the “SME Basic Act”) and the related Presidential Decree, as amended effective from February 3, 2015, in order to qualify as a small- and medium-sized enterprise, (i) the enterprise’s total assets at the end of the immediately preceding fiscal year must be less thanW500 billion, (ii) the enterprise must meet the standards prescribed by the Presidential Decree in relation to the average and total annual sales revenues applicable to the type of its main business, and (iii) the enterprise must meet the standards of management independence from ownership as prescribed by the Presidential Decree, including non-membership in a conglomerate as defined in the Monopoly Regulations and Fair Trade Act. However, if any entity which was a small- and medium-sized enterprise as defined in the SME Basic Act prior to the latest amendment no longer meets such definition following such amendment, such entity will be deemed a small- and medium-sized enterprise for purposes of the SME Basic Act until March 31, 2018. Non-profit enterprises with a number of regular employees not exceeding 300 or revenue of less thanW30 billion that satisfy certain requirements prescribed in the Basic Act on Small- and Medium-sized Enterprises and its Presidential Decree may qualify as a small- and medium-sized enterprise. Furthermore, cooperatives and federations of cooperatives as prescribed by the Presidential Decree are deemed as small- and medium-sized enterprises, effective from April 15. 2014. As of December 31, 2014,2015, we made loans to 220,135245,947 small- and medium-sized enterprises for an aggregate amount ofW59,889 billion.67,336 billion (before allowance for loan losses and deferred loan origination costs and fees).

We believe that Shinhan Bank, whose traditional focus has been on small- and medium-sized enterprises lending, is well-positioned to succeed in the small- and medium-sized enterprises market in light of its marketing capabilities (which we believe have provided Shinhan Bank with significant customer loyalty) and its prudent risk management practices, including conservative credit rating systems for credit approval. To maintain or increase its market share of small- and medium-sized enterprises lending, Shinhan Bank:

 

  has accumulated a market-leading expertise and familiarity as to customers and products. We believe Shinhan Bank has an in-depth understanding of the credit risks embedded in this market segment and to develop loan and other products specifically tailored to the needs of this market segment;

 

  operates a relationship management system to provide customer service that is tailored to small-and medium-sizedenterprises. Shinhan Bank currently has relationship management teams in 190 banking branches, of which two are corporate banking branches and 188 are hybrid banking branches designed to serve both retail customers and, to a limited extent, corporate customers. Thesecustomers.These relationship management teams market products, and review and approve smaller loans with less credit risks; and

 

  continues to focus on cross-selling loan products with otherproducts. For example, when Shinhan Bank lends to small- and medium-sized enterprises, it also explores opportunities to cross-sell retail loans or deposit products to the employees of these enterprises or to provide financial advisory services.

Large Corporate and Investment Banking

Large corporate customers consist primarily of member companies ofchaebolsand financial institutions. Our large corporate loans amounted toW33,38133,742 billion (before allowance for loan losses and deferred loan origination costs and fees) as of December 31, 2014.2015. Large corporate customers tend to have better credit profiles than small- and medium-sized enterprises, and accordingly, Shinhan Bank has expanded its focus on these customers as part of its risk management policy.

Shinhan Bank aims to be a one-stop financial solution provider that also partners with its corporate clients in their corporate expansion and growth endeavors. To that end, Shinhan Bank provides a wide range of corporate banking services, including investment banking, including real estate financing, overseas real estate project financing, large development project financing, infrastructure financing, structured financing, equity investments/venture investments, mergers and acquisitions consulting, securitization and derivatives services, including securities and derivative products and foreign exchange trading. Shinhan Bank, through Shinhan Asia Limited, a subsidiary in Hong Kong, also arranges financing for, and offers consulting services to, Korean companies expanding their business overseas, particularly in Asia.

Electronic Corporate Banking

Shinhan Bank offers to corporate customers a web-based total cash management service known as “Shinhan Bizbank.” Shinhan Bizbank supports substantially all types of banking transactions ranging from basic transaction history inquiries and fund transfers to opening letters of credit, trade finance, payment management, collection management, sales settlement service, acquisition settlement service, business-to-business settlement service, sweeping, pooling, ERP interface service, host-to-host banking solutions, SWIFT SCORE service and pooling.global cash and liquidity management service. In addition, Shinhan Bank provides customers with integrated and advanced access to its financial services through its “InsideBank”“Inside Bank” program, which combines internetInternet banking, capital management services and enterprise resource planning to better serve corporate customers. The Inside Bank program also seeks to provide customized financial services to meet the comprehensive needs of target corporate customers ranging from conglomerates to small enterprises in various industries, with the goal of enhancing convenience to our corporate customers in accessing our financial services as well as assisting them to strategically manage their funds.

Corporate Lending Activities

Our principal loan products for corporate customers are working capital loans and facilities loans. Working capital loans, which include discounted notes and trade financing, are generally loans used for general working

capital purposes. Facilities loans are provided to finance the purchase of equipment and construction of manufacturing plants. As of December 31, 2014,2015, working capital loans and facilities loans amounted toW55,26757,093 billion andW32,45039,803 billion, respectively, representing 63.01%58.9% and 36.99%41.1% of Shinhan Bank’sour total Won-denominated corporate loans. Working capital loans generally have a maturity of one year, but may be extended on an annual basis for an aggregate term of three years in the case of unsecured loans and five years in the case of secured loans. Facilities loans have a maximum maturity of ten10 years, are typically repaid in semiannual installments per annum and may be entitled to a grace period not exceeding one-third of the loan term with respect to the first repayment; facilities loans with a term of three years or less may be paid in full at maturity.

Loans to corporations may be unsecured or secured by real estate, deposits or guaranty certificates. As of December 31, 2014,2015, secured loans and guaranteed loans (including loans secured by guaranty certificates issued by credit guarantee insurance funds) accounted for 57.65%58.7% and 10.19%10.3%, respectively, of Shinhan Bank’sour Won-denominated loans to small- and medium-sized enterprises. Approximately 45.25%As of December 31, 2015, 47.1% of the corporate loans were secured by real estate as of such date.estate.

When evaluating whether to extend loans to corporate customers, Shinhan Bank reviews their creditworthiness, credit score, value of any collateral and/or third party guarantee. The value of collateral is computed using a formula that takes into account the appraised value of the collateral, any prior liens or other claims against the collateral and an adjustment factor based on a number of considerations including, with respect to property, the average value of any nearby property sold in a court-supervised auction during the previous year. Shinhan Bank revalues collateral when a secured loan is renewed or if a trigger event occurs with respect to the loan in question.

Pricing

Shinhan Bank determines the price for its corporate loan products based principally on their respective cost of funding and the expected loss rate based on the borrower’s credit risk. As of December 31, 2014, 64.17%2015, 51.9% of Shinhan Bank’s corporate loans with outstanding maturities of one year or more had variable interest rates as determined by the applicable market rates.

More specifically, interest rates on Shinhan Bank’s corporate loans are generally determined as follows:

Interest rate = (Shinhan Bank’s periodic market floating rateorreference rate)plustransaction costpluscredit spreadplus risk premiumplus or minusdiscretionary adjustment.

Depending on the market condition and the agreement with the borrower, Shinhan Bank may use either its periodic market floating rate or the reference rate as the base rate in determining the interest rate for the borrower. As of December 31, 2014,2015, Shinhan Bank’s periodic market floating rates (which are based on a base rate determined for a three-month, six-month, one-year, two-year, three-year or five-year period, as applicable, as derived using Shinhan Bank’s market rate system) were 2.13%1.67% for three months, 2.17%1.69% for six months, 2.18%1.73% for one year, 2.23%1.78% for two years, 2.31%1.84% for three years and 2.49%2.02% for five years. As of the same date, Shinhan Bank’s reference rate was 6.75%5.75%. The reference rate refers to the base lending rate used by Shinhan Bank and is determined annually by Shinhan Bank’s Asset & Liability Management Committee based on, among others, Shinhan Bank’s funding costs, cost efficiency ratio and discretionary margin.

Transaction cost reflects the standardized transaction cost assigned to each loan product and other miscellaneous costs, including contributions to the Credit Guarantee Fund, and education taxes. The Credit Guarantee Fund is a statutorily created entity that provides credit guarantees to loans made by commercial banks and is funded by mandatory contributions from commercial banks in the amount of approximately 0.2%0.35% of all loans (excluding certain loans such as facility loans) made by them.

The credit spread is added to the periodic floating rate to reflect the expected loss based on the borrower’s credit rating and the value of any collateral or payment guarantee. In addition, Shinhan Bank adds a risk premium which takes into account the potential of unexpected loss that may exceed the expected loss from the credit rating assigned to a particular borrower.

A discretionary adjustment rate is added or subtracted to reflect the borrower’s current and/or future contribution to Shinhan Bank’s profitability. If additional credit is provided by way of a guarantee, the adjustment rate is subtracted to reflect such change in the credit spread. In addition, depending on the price and other terms set by competing banks for similar borrowers, Shinhan Bank may reduce the interest rate to compete more effectively with other banks.

Treasury

Shinhan Bank’s treasury division provides funds to all of Shinhan Bank’s business operations and ensures the liquidity of its operation. To secure stable long-term funds, Shinhan Bank uses fixed and floating rate notes, debentures, structured financing, and other advanced funding methods. As for overseas funding, Shinhan Bank closely monitors the feasibility of raising funds in currencies other than the U.S. Dollar, such as the Japanese Yen and the Euro. In addition, Shinhan Bank makes call loans and borrows call money in the short-term money market. Call loans are short-term lending among banks and financial institutions in either Korean Won or foreign currencies with a minimum transaction amount ofW100 million and maturities of typically one day.

Securities Investment and Trading

Shinhan Bank invests in and trades securities for its own accounts in order to maintain adequate sources of liquidity and to generate interest income, dividend income and capital gains. Shinhan Bank’s trading and investment portfolios consist primarily of Korean treasury securities and debt securities issued by Korean government agencies, local governments or certain government-invested enterprises, debt securities issued by financial institutions and equity securities listed on the KRX KOSPI Market and KRX KOSDAQ Market of the Korea Exchange. For a detailed description of our securities investment portfolio, see “— Description of Assets and Liabilities — Investment Portfolio.”

Derivatives Trading

Shinhan Bank provides to its customers, and to a limited extent, trades for its proprietary accounts, a range of derivatives products, which include:

interest rate swaps, options, and futures relating to Korean Won interest rate risks and LIBOR risks, respectively;

cross-currency swaps largely for Korean Won against U.S. Dollars, Japanese Yen and Euros;

equity and equity-linked options;

foreign currency forwards, swaps and options;

commodity forwards, options and swaps;

credit derivatives; and

KOSPI 200 indexed equity options.

Shinhan Bank’s outstanding derivatives commitments in terms of notional amount wasW136,795 billion,W122,842 billion andW106,498 billion in 2012, 2013 and 2014, respectively. Such derivative operations generally focus on addressing the needs of Shinhan Bank’s corporate clients to enter into derivative contracts to hedge their risk exposure and entering into back-to-back derivatives to hedge Shinhan Bank’s risk exposure that results from such client contracts.

Shinhan Bank also enters into derivative contracts to hedge the interest rate and foreign currency risk exposures that arise from its own assets and liabilities. See “— Description of Assets and Liabilities — Derivatives.”

International Business

Shinhan Bank also engages in treasury and investment activities in international capital markets, principally including foreign currency-denominated securities trading, foreign exchange trading and services, trade-related financial services, international factoring services and foreign banking operations through its overseas branches and subsidiaries. Shinhansubsidiaries.Shinhan Bank aims to become a leading bank in Asia and expand its international business by focusing on further bolstering its overseas network, localizing its overseas operations and diversifying its product offerings, particularly in terms of asset management, in order to meet the various financing needs of its current and potential customers overseas.

Other Banking Services

Other banking businesses carried on by Shinhan Bank include treasury business (including internal asset and liability management and other non-deposit funding activities), trading of, and investment in, debt securities and, to a lesser extent, equity securities for its own accounts, derivative trading activities, as well as managing back-office functions.

Treasury

Shinhan Bank’s treasury division provides funds to all of Shinhan Bank’s business operations and ensures the liquidity of its operation. To secure stable long-term funds, Shinhan Bank uses fixed and floating rate notes, debentures, structured financing, and other advanced funding methods. As for overseas funding, Shinhan Bank closely monitors the feasibility of raising funds in currencies other than the U.S. Dollar, such as the Japanese Yen and the Euro. In addition, Shinhan Bank makes call loans and borrows call money in the short-term money market. Call loans are short-term lending among banks and financial institutions in either Korean Won or foreign currencies with a minimum transaction amount ofW100 million and maturities of typically one day.

Securities Investment and Trading

Shinhan Bank invests in and trades securities for its own accounts in order to maintain adequate sources of liquidity and to generate interest income, dividend income and capital gains. Shinhan Bank’s trading and investment portfolios consist primarily of Korean treasury securities and debt securities issued by Korean government agencies, local governments or certain government-invested enterprises, debt securities issued by financial institutions and equity securities listed on the KRX KOSPI Market and KRX KOSDAQ Market of the Korea Exchange. For a detailed description of our securities investment portfolio, see “— Description of Assets and Liabilities — Investment Portfolio.”

Derivatives Trading

Shinhan Bank provides to its customers, and to a limited extent, trades for its proprietary accounts, a range of derivatives products, which include:

interest rate swaps, options, and futures relating to Korean Won interest rate risks and LIBOR risks, respectively;

cross-currency swaps, largely for Korean Won against U.S. Dollars, Japanese Yen and Euros;

equity and equity-linked options;

foreign currency forwards, options and swaps;

commodity forwards, swaps and options;

credit derivatives; and

KOSPI 200 indexed equity options.

Shinhan Bank’s outstanding derivatives commitments in terms of notional amount wereW122,842 billion,W106,498 billion andW132,785 billionin 2013, 2014 and 2015, respectively. Such derivative operations generally focus on addressing the needs of Shinhan Bank’s corporate clients to enter into derivatives contracts to hedge their risk exposure and entering into back-to-back derivatives to hedge Shinhan Bank’s risk exposure that results from such client contracts.

Shinhan Bank also enters into derivative contracts to hedge the interest rate and foreign currency risk exposures that arise from its own assets and liabilities. See “— Description of Assets and Liabilities — Derivatives.”

Trust Account Management Services

Overview

Shinhan Bank’s trust account management services involve management of trust accounts, primarily in the form of money trusts. Trust account customers are typically individuals seeking higher rates of return than those offered by bank account deposits. Because deposit reserve requirements do not apply to deposits held in trust accounts as opposed to deposits held in bank accounts, and regulations governing trust accounts tend to be less strict, Shinhan Bank is generally able to offer higher rates of return on trust account products than on bank deposit products. However, in recent years, due to the ongoing low interest environment, Shinhan Bank has not been able to offer attractive rates of return on its trust account products.

Trust account products generally require higher minimum deposit amounts than those required by comparable bank account deposit products. Unlike bank deposit products, deposits in trust accounts are invested primarily in securities (consistingsecurities(consisting principally of debt securities and beneficiary certificate for real estate financing)and, to a lesser extent, in loans, as the relative shortage of funding sources require that trust accounts be invested in a higher percentage of liquid assets.

Under the Banking Act, the Financial Investment Services and Capital Markets Act and the Trust Act, assets in trust accounts are required to be segregated from other assets of the trustee bank and are unavailable to satisfy the claims of the depositors or other creditors of such bank. Accordingly, trust accounts that are not guaranteed as to principal (or as to both principal and interest) are accounted for and reported separately from the bank accounts. See “— Supervision and Regulation.” Trust accounts are regulated by the Trust Act and the Financial Investment Services and Capital Markets Act, and most national commercial banks offer similar trust account products. Shinhan Bank earns income from trust account management services, which is recorded as net trust management fees.

As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Bank had total trust assets ofW29,24326,342 billion,W26,34230,986 billion, andW30,98637,304 billion respectively, comprised principally of securities investments ofW5,2665,195 billion,W5,1956,239 billion, andW6,2397,688 billion respectively; real property investments ofW9,5114,723 billion,W4,7235,913 billion, andW5,9137,576 billion respectively; and loans with an aggregate principal amount ofW560466 billion,W466434 billion, andW434454 billion respectively. Securities investments consisted of corporate bonds, government-related bonds and other securities, primarily commercial paper. As of December 31, 2012, 2013, 2014 and 2014,2015, debt securities

accounted for 16.3%18.3%, 18.3%18.9% and 18.9%19.2%, respectively, and equity securities constituted 1.7%1.4%, 1.4%1.3% and 1.3%1.4%, respectively, of Shinhan Bank’s total trust assets. Loans made by trust accounts are similar in type to those made by bank accounts, except that they are made only in Korean Won. As of December 31, 2012, 2013, 2014 and 2014,2015, approximately 51.9%54.5%, 54.5%57.9% and 57.9%53.3%, respectively, of the amount of loans from the trust accounts were collateralized or guaranteed. In making investment from funds received for each trust account, each trust product maintains investment guidelines applicable to each such product which set forth, among other things, company-, industry- and security-specific limitations.

Trust Products

In Korea, trust products typically take the form of money trusts, which are discretionary trusts over which (except in the case of a specified money trust) the trustees have investment discretion subject to applicable law

and is commingled and managed jointly for each type of trust account. The specified money trusts are established on behalf of customers who give specific directions as to how their trust assets should be invested.

Money trusts managed by Shinhan Bank’s trust account business amounted toW15,45316,830 billion,W16,83019,591 billion andW19,59124,093 billion as of December 31, 2012, 2013, 2014 and 2014,2015, respectively.

Shinhan Bank offers variable rate trust products through its retail branch network. As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Bank’s variable rate trust accounts amounted toW12,28913,531 billion,W13,53116,121 billion andW16,12120,443 billion, respectively, of which principal guaranteed variable rate trust accounts amounted toW3,1633,298 billion,W3,2983,469 billion andW3,4693,649 billion, respectively. Variable rate trust accounts offer their holders variable rates of return on the principal amount of the deposits in the trust accounts and do not offer a guaranteed return on the principal of deposits, except in the limited cases of principal guaranteed variable rate trust accounts, for which payment of the principal amount is guaranteed. Shinhan Bank charges a lump sum or a fixed percentage of the assets held in such trusts as a management fee, and, depending on the trust products, is also entitled to additional fees in the event of early termination of the trusts by the customer. Korean banks, including Shinhan Bank, are currently allowed to guarantee the principal of the following types of variable rate trust account products: (i) existing individual pension trusts, (ii) new individual pension trusts, (iii) existing retirement pension trusts, (iv) new retirement pension trusts, (v) pension trusts and (vi) employee retirement benefit trusts. Shinhantrusts.Shinhan Bank also hasoffers an insignificant amount of guaranteed fixed rate trust products (amounting toW1.0 billion,W1.0 billion andW1.0 billion as of December 31, 2012, 2013, 2014 and 2014,2015, respectively), which provide to its holders a guaranteed return of the principal as well as a guaranteed fixed rate of return. These products are carry-overs from past offerings, and Shinhan Bank no longer offers guaranteed fixed rate trust products.

Credit Card Services

Products and Services

We currently provide our credit card services principally through our credit card subsidiary, Shinhan Card, and to a limited extent, Jeju Bank.

Shinhan Card offers a wide range of credit card and other services, principally consisting of the following:

 

  credit card services, which involve providing cardholders with credit up to a preset limit to purchase products and services. Repayment for credit card purchases may be made either (i) on a lump-sum basis, namely, in full at the end of a monthly billing cycle or (ii) on a revolving basis subject to a minimum monthly payment. The minimum monthly payment whichfor holders of credit cards issued before December 30, 2014 is the lessor of (x) 5% to 20% of the amount outstanding (depending on the cardholder’s credit) or (y)W30,000. The minimum monthly payment for holders of credit cards issued on or after December 30, 2014 is the lesser of (x) 10% to 20% of the amount outstanding (depending on the cardholder’s credit) or (y)W50,000. Currently, the outstanding credit card balance subject to the revolving basis payments generally accrues interest at the effective annual rates of approximately 6.34%5.44% to 24.94%.

  cash advances, which enable the cardholders to withdraw cash subject to a preset limit from an ATM machine or a bank branch. Repayments for cash advances may be made either on a lump-sum basis or, in the case of credit cards issued before December 30, 2014, on a revolving basis. Currently, the lump-sum cash advances generally accrue interest at the effective annual rates of approximately 7.84%6.14% to 27.44%26.64% and the revolving cash advances generally accrue interest at a minimum rate of (x) 5% to 20% of the outstanding balance (depending on the cardholder’s credit) or (y)W30,000.

 

  installment purchases, which provide customers with an option to purchase products and services from select merchants on an installment basis for which repayments must be made in equal amounts over a fixed term generally ranging from two months to 24 months, and for certain limited types of cards, up to 36 months. Currently, the outstanding installment purchase balances generally accrue interest at the effective annual rates of approximately 9.5% to 20.9%.

 

  

card loans, which enable cardholders to receive, up to a preset limit, a loan which areis generally unsecured. Repayment of card loans is made generally by (i) repaying principal and interest in equal amounts on an installment basis over a fixed term of two to 36 months, (ii) repaying the principal and

interest amounts in full at maturity, or (iii) making interest-only payments during the initial grace period of typicallyeither three months or six months and repaying the principal and interest amounts on a monthly installment basis over the remaining period of typically two to 2430 months. Currently, the outstanding card loan balances generally accrue interest at the effective annual rates of approximately 7.6%6.3% to 25.9%24.7%. Delinquent credit card receivables can also be restructured into loans, which we classify as card loans, and these loans generally accrue interest at the effective annual rates of approximately 17.0% to 27.8% over a fixed term whose maximum is 72 months.

Shinhan Card derives revenues from annual membership fees paid by credit cardholders, interest charged on credit card balances, fees and interest charged on cash advances and card loans, interest charged on late and deferred payments and merchant fees paid by retail and service establishments. Merchant fees and interest on cash advances constitute the largest source of revenue.

The annual membership fees for credit cards vary depending on the type of credit card and the benefits offered thereunder. For standard credit cards and most of the affinity and co-branded cards, Shinhan Card charges an annual membership fee ranging fromW2,000 toW1,000,000 per credit card, depending on the type of the card and the cardholder profile. AnnualCertain government affinity cards have no annual membership fees for various affinity and co-branded cards vary fromW2,000 toW1,000,000.fee. If Shinhan Card’s customers make cash advances using ATMs of a financial institution other than Shinhan Card, Shinhan Card also charges a usage fee for such cash advances in an amount equivalent to the fees charged by such financial institution for the use of its ATM plus costs to cover Shinhan Card’s related administration expenses.

Any accounts that are unpaid when due are deemed to be delinquent accounts, for which Shinhan Card levies a late charge in lieu of the interest rates applicable prior to default. The late charge rate currently ranges from 23.0% to 29.5%27.9% per annum.

Merchant discount fees, which are processing fees Shinhan Card charges to merchants, can be up to the regulatory limit of 2.7%2.5% of the purchased amount depending on the merchant used, with the average charge for credit cards being 1.88%1.85% in 2014.2015. For small- and medium-sized merchants, the applicable regulations impose reduced fee rates of 0.8% (in the case of merchants with annual sales ofW200 million or less) and 1.3% (in the case of merchants with annual sales of more thanW200 million and up toW300 million), respectively, of the purchased amount.

Although making payments on a revolving basis is more common in many other countries, this payment method is still in its early stages of development in Korea. Cardholders in Korea are generally required to repay their purchases within approximately 14 to 44 days of purchase depending on their payment cycle, except in the case of installment purchases where the repayment term is typically three to six months.sixmonths. Accounts that remain

unpaid after this period are deemed to be delinquent, and Shinhan Card levies late charges on and closely monitors such accounts. For purchases made on an installment basis, Shinhan Card charges interest on unpaid amounts at rates that vary according to the terms of repayment.

Cardholders are required to settle their outstanding balances in accordance with the terms of the credit cards they hold. Cardholders are required to select the monthly settlement date when they open the credit card account and may subsequently change the settlement but no more than once every two months. Settlement dates at or around the end of each month are the most popular since salaries are typically paid at the end of the month.

In addition to credit card services, Shinhan Card also offers check cards, which are similar to debit cards in the United States and many other countries, to retail and corporate customers. A check card can be used at any of the merchants that accept credit cards issued by Shinhan Card and the amount charged to a check card is directly debited from the cardholder’s designated bank account. Check cards have a low risk of default and involve minimal funding costs. Although Shinhan Card does not charge annual membership fees on check cards, merchants are charged fees on the amount purchased using check cards at a rate between 1.00%0.50% and 1.85%2.50%, depending on the type of business, which is lower than the corresponding fee charged for credit card use.

Credit Card Products

Shinhan Card offers a wide range of credit card products tailored for credit cardholders’ lives and to satisfy their preferences and needs. Credit card products offered by Shinhan Card include:

 

cards that provide additional benefits such as frequent flyer miles and reward program points that can be redeemed by the customer for complementary services, prices and cash;

 

platinum cards and other preferred membership cards, which have higher credit limits and provide additional services in return for higher annual membership fees;

 

cards with additional features to preferred customers, such as revolving credit cards, travel services and insurance;

 

cards with fraud detection and security systems to prevent the misuse of credit cards and to encourage the use of credit cards over the Internet;

 

corporate and affinity cards that are issued to employees or members of particular companies or organizations; and

 

mobile phone cards allowing customers to conduct wireless credit card transactions through their mobile phones.
mobile phone cards allowing customers to conduct wireless credit card transactions through their mobile phones.

Customers and Merchants

In addition to internal growth through cross-selling, we seek to enhance our market position by selectively targeting new customers with high net worth and solid credit quality through the use of a sophisticated and market-oriented risk management system. We also seek to provide a wide variety of differentiated products and services tailored to our customers’ individualized needs through precision analysis and customer segmentation based on the “big data” we have compiled on our approximately 22 million customers. We have also formed a team dedicated to the “fintech” business by actively pursuing technology developments and strategic alliances with key partners. Shinhan Card screens its credit card applicants and sets individualized credit limits for such applicants according to internal guidelines based on a comprehensive credit scoring system.

The following table sets forth the number of customers of Shinhan Card and the number of merchants at which Shinhan Card can be used for purchases as of the dates indicated.

 

  As of December 31,   As of December 31, 
  2012 2013 2014   2013 2014 2015 
  (In thousands, except percentages)   (In thousands, except percentages) 

Shinhan Card:

        

Number of credit card holders(1)

   15,182   13,493   12,578     13,493   12,578   12,163  

Personal accounts

   15,070   13,385   12,468     13,385   12,468   12,052  

Corporate accounts

   112   108   110     108   110   111  

Active ratio(2)

   83.6 93.7 97.1   93.7 97.1 97.9

Number of merchants

   2,755   2,392   2,491     2,392   2,491   2,513  

 

Notes:

 

(1)Represents the number of cardholders whose card use is not subject to suspension or termination as of the relevant date.
(2)Represents the ratio of accounts used at least once within the last six months to the total accounts as of year-end.

Installment Finance

Shinhan Card provides installment finance services to customers to facilitate purchases of durable consumer goods such as new and used cars, appliances, computers and other home electronics products. Revenues from

installment finance operations accounted for 1.9%2.0% of Shinhan Card’s total operating revenue in 2014.2015. Shinhan Card pays the merchants when Shinhan Card’s customers purchase such goods, and the customers remit monthly installment payments to Shinhan Card over a number of months, generally up to 36 months (and, in the case of installment financings for automobile purchases, up to 72 months), as agreed with the customers. For installment finance products for new cars, Shinhan Card historically charged, in addition to interest, an initial financing fee of up to 9.9% of the purchase price, depending on the customer’s credit score, the installment period and installment amount. Initial financing fees charged in connection with installment finance products for new cars, however, were abolished effective March 2, 2013 pursuant to the Financial Consumer Report (Automobile Financings) issued by the Financial Supervisory Service on January 29, 2013. Shinhan Card has installment financing arrangements with over 10,000 merchants in Korea, including major car dealers, manufacturers and large retailers with nationwide networks, such as electronics goods stores.

Shinhan Card promptly processes installment financing applications and, based on the extensive credit information it possesses or can access, it is able to offer flexible installment payment terms tailored to individual needs of the customers. Shinhan Card also devotes significant efforts to developing and maintaining its relationships with merchants, which are the most important source of referrals for installment finance customers. Shinhan Card makes prompt payments to merchants for goods purchased by the installment finance customers.

Auto Lease

Shinhan Card currently provides auto leasing financing to retail customers and corporations. Revenues from auto lease operations accounted for 0.8% of Shinhan Card’s total operating revenue in 2014.2015.

Securities Brokerage Services

Overview

Through Shinhan Investment, we provide a wide range of financial investment services to our diversified customer base including corporations, institutional investors, governments and individuals. Financial investment

services offered by Shinhan Investment range from securities brokerage services, investment advice and financial planning services, and investment banking services such as underwriting and M&A advisory services. Subjectservices.Subject to market conditions, Shinhan Investment also engages in equity- and stock index-linked derivatives sales and brokerage, proprietary trading and brokerage services for futures involving interest rates, currency and commodities as well as foreign exchange margin trading.

As of December 31, 2014,2015, according to internal data, Shinhan Investment’s annual market share of Korean equity brokerage market was 6.42%5.92% (consisting of 2.40%2.83% in the retail segment, 0.75%0.58% in the institutional segment and 3.27%2.51% in the international segment) in terms of total brokerage volume, ranking secondthird among securities firms in Korea. As of the same date, according to internal data, Shinhan Investment held the fourthsecond largest annual market share in the options brokerage segmentssegment and the secondthird largest annual market share in the KOSPI 200 futures segment of 4.98%5.90% and 7.87%5.69%, respectively, in terms of total brokerage volume with respect to these products.

Products and Services

Shinhan Investment provides principally the following services:

 

  retail client services. These services include equity and bond brokerage, investment advisory and financial planning services to retail customers, with a focus on high net worth individuals. The fees generated include brokerage commissions for the purchase and sale of securities, asset management fees, interest income from credit extensions (including in the form of stock subscription loans), margin transaction loans and loans secured by deposited securities.

 

  institutional client services:

 

  

brokerage services. These services include brokerage of stocks, corporate bonds, futures and options provided to Shinhan Investment’s institutional and international customers and sale of

institutional financial products. These services are currently supported by a team of approximately 8082 research analysts that specialize in equity, bonds and derivatives research.

 

  investment banking services. These services include a wide array of investment banking services to Shinhan Investment’s corporate customers, such as domestic and international initial public offerings, mergers and acquisitions advisory services, bond issuances, underwriting, capital increase, asset-backed securitizations, issuance of convertible bonds and bonds with warrants, structured financing, issuance of asset-backed commercial papers and project financings involving infrastructure, real estate and shipbuilding.

Shinhan Investment also engages, to a limited extent, in proprietary trading in equity and debt securities, derivative products and over-the-counter market products.

With respect to brokerage services, in the face of intense competition in the domestic brokerage industry, Shinhan Investment primarily focuses on strengthening profitability through service differentiation and efficient management of its distribution network rather than enlarging its market share indiscriminately through lowering fees and commissions. Shinhan Investment’s service differentiation efforts include offering its customers opportunities to purchase stocks in a wide range of countries (currently more than 25 countries), leveraging synergy opportunities afforded by affiliation with other Shinhan entities such as offering brokerage accounts maintained at Shinhan Bank and Shinhan Capital.

With respect to investment banking services, Shinhan Investment concentrates on equity capital markets, debt capital markets, project finance and mergers and acquisitions. To a limited extent, Shinhan Investment also engages in private equity investments through formation of private equity funds by soliciting investors on a private placement basis. To better serve its international customers, Shinhan Investment has established twothree overseas service centers in Hong Kong, New York and New York.Vietnam. In July 2015, we acquired a 100% stake in Nam An Securities, a Vietnamese securities services firm that provides investment banking and asset management services.

Life Insurance Services

We provide life insurance products and services primarily through Shinhan Life Insurance. Shinhan Life Insurance provides its services through diversified distribution channels consisting of financial planners, telemarketers, agency marketers and bancassurance specialists. As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Life Insurance had total assets ofW16,94319,379 billion,W19,37921,940 billion andW21,94024,545 billion and net profits ofW20976 billion,W8481 billion andW81100 billion, respectively. In 2015,2016, we expect the life insurance industry to continue to be adversely affected by recent unfavorable changes in applicable regulations, such as the lowering of the cap on deferral of expenses incurred in connection with new insurance contracts, which regulations were implemented in 2013, and to the extent the low interest rate environment persists, we expect Shinhan Life Insurance to experience limited growth, if any, in net profit.

Other Services

Through our other subsidiaries, we also provide asset management, leasing and equipment financing, regional banking, savings banking, loan collection and credit reporting, collective investment administration and financial system development services. Through Shinhan Private Equity (in addition to Shinhan Investment), we are also engaged in private equity investments through formation of private equity funds by soliciting investors on a private placement basis.

Asset Management Services

In addition to personalized wealth management services provided as part of our private banking and securities brokerage services, we also provide asset management services through Shinhan BNP Paribas Asset Management, a joint venture with BNP Paribas Investment Partners, of which we and BNP Paribas Investment Partners hold 65:35 interests, respectively. Shinhan BNP Paribas Asset Management ranked fifth among asset

managers in Korea in terms of assets under management as of December 31, 2014,2015, and provides a wide range of investment products, including traditional equity/fixed income funds as well as alternative investment products, to retail and institutional clients. As a joint venture with BNP Paribas Investment Partners, we believe Shinhan BNP Paribas Asset Management derives significantlysignificant benefits from BNP Paribas’s global network of investment professionals and expertise in the asset management industry. As of December 31, 2014,2015, Shinhan BNP Paribas Asset Management had assets under management amounting to approximatelyW35,41237,808 billion. To a limited extent, Shinhan Investment also provides asset management services for discretionary accounts, see “— Securities Brokerage Services.”

In 2015,2016, we expect the activity level in the asset management industry, including fund formation activities, to remain similar to 20142015 due to uncertainties surrounding the domestic and international economy. The sustained low interest rate environment and continuing sluggishness in the general economy with the exception of the discretionaryhas led to lower expected returns for financial investments, and we therefore do not expect a significant increase in investments in domestic equity/fixed income funds and other traditional investment market, which is expected to continue to growproducts. However, we expect an increased interest in globally diversified investment portfolios due to expanded use of such services by large institutional investors, such asan increasing demand for broader asset allocation amidst continuing uncertainty in the National Pension Service.financial markets.

Leasing and Equipment Financing

We provide leasing and equipment financing servicesservices to our corporate customers mainly through Shinhan Capital. Shinhan Capital provides customers with leasing, installment financing and new technology financing, equipment leasing, and corporate credit financing. Shinhan Capital’s strength has traditionally been in leasing of ships, printing machines, automobiles and other specialty items, but it also offers other leasing and financing services, such as corporate restructuring services for financially troubled companies, project financing for real estate and infrastructure development, corporate leasing and equipment financing.

Regional Banking

We provide regionally focused commercial banking services, primarily in Jeju Island of Korea, through a majority-owned banking subsidiary, Jeju Bank. Jeju Bank provides retail banking, corporate banking, treasury and trust account management services through a network of 38 branches as of December 31, 2014.2015.

Savings Banking

WeThrough Shinhan Savings Bank, we provide savings banking services in accordance with the Mutual Savings Bank Act to customers that generally would not, due to their credit profile, qualify for our commercial banking services or who seek higher returns on their deposits than those offered by our commercial banking subsidiaries, through Shinhan Savings Bank, which was establishedsubsidiaries. Established in December 2011.2011, Shinhan Savings Bank offers savings and other deposit products with relatively higher interest rates and loans (usually in relatively small amounts and on customer-tailored terms and including loans for which we receive credit support from the Government) primarily to small- to medium-sized enterprises and low income households who would not generally qualify for our commercial banking services. Shinhan Savings Bank has assumed the assets and liabilities of Tomato Savings Bank, which we acquired in January 2012, and has merged into Yehanbyoul Savings Bank, which we acquired in March 2013, with Yehanbyoul Savings Bank as the surviving entity with its name changed to Shinhan Savings Bank. Both Tomato Savings Bank and Yehanbyoul Savings Bank were facing liquidity troubles due to difficulties in the real estate project financing business as a result of the prolonged slump in the Korean real estate market at the time we acquired them. We closely monitor the business activities and product offerings of Shinhan Savings Bank to ensure its financial soundness.

Loan Collection and Credit Reporting

We centralize credit collection and credit reporting operations for our subsidiaries through Shinhan Credit Information Co. Ltd., which also provides similar services to third party customers. Shinhan Credit Information’s services include debt collection, credit inquiries, credit reporting, civil application/petition services and process agent services, among others. Shinhan Credit Information also manages participants in credit recovery programs

and provides support to the Kookmin Happy Fund, which is a Government-established fund that supports retail borrowers with low credit scores by purchasing defaulted loans from creditors or providing credit guarantees to enable such borrowers to refinance at lower rates.

Collective Investment Administration Services

We provide integrated collective investment administration services through Shinhan AITAS Co., Ltd. Shinhan AITAS provides general management service, asset management systems, accounting systems and trading systems to asset management companies and institutional investors. The target customers for these collective investment administration services are asset managers, investment advisors and institutional investors, and Shinhan AITAS seeks to provide a comprehensive service package including the computation of the reference value for funds, evaluation of fund performance, provision of trading systems and fund-related legal administrative services.

Private Equity

To a limited extent, through Shinhan Private Equity, we are also engaged in private equity investments through formation of private equity funds. The private equity funds receive funding from investors on a private placement basis, which funds are then invested in equity securities in companies for a variety of reasons, including management control, business turnaround or corporate governance improvements.

Financial System Development Services

We provide financial system development services through Shinhan Data Systems, which offers system integration, system management, IT outsourcing, business process outsourcing and IT consulting services.

Our Distribution Network

We offer a wide range of financial services to retail and corporate customers through a variety of distribution networks and channels established by our subsidiaries. The following table presents the geographical distribution of our distribution network based on the branch offices and other distribution channels of our principal subsidiaries, as of December 31, 2014.2015.

 

Distribution Channels in Korea(1)  Shinhan
Bank
   Jeju Bank   Shinhan
Card
   Shinhan
Investment
   Shinhan
Life
Insurance
   Total   Shinhan
Bank
   Jeju Bank   Shinhan
Card
   Shinhan
Investment
   Shinhan
Life
Insurance
   Total 
Distribution Channels in Korea(1)   
   377     2     8     47     46     480     371     2     6     54     50     483  

Kyunggi province

   200     —       5     13     31     249  

Gyeonggi province

   200     —       4     18     33     255  

Six major cities:

   166     1     7     20     47     241     169     1     7     22     52     251  

Incheon

   54     —       1     3     17     75     56     —       1     3     15     75  

Busan

   39     1     2     6     11     59     39     1     2     6     14     62  

Kwangju

   12     —       1     2     6     21  

Taegu

   28     —       1     4     5     38  

Gwangju

   13     —       1     3     8     25  

Daegu

   28     —       1     4     6     39  

Ulsan

   13     —       1     2     2     18     13     —       1     3     2     19  

Taejon

   20     —       1     3     6     30  

Daejeon

   20     —       1     3     7     31  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

 743   3   20   80   124   970     740     3     17     94     135     989  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Others

 158   35   13   15   62   283     159     35     11     14     52     271  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

 901   38   33   95   186   1,253     899     38     28     108     187     1,260  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

 

(1)Includes our main office and those of our subsidiaries.

Banking Service Channels

Our banking services are primarily provided through an extensive branch network, specializing in retail and corporate banking services, as complemented by self-service terminals and electronic banking, as well as an overseas services network.

As of December 31, 2014,2015, Shinhan Bank’s branch network in Korea comprised of 901900 service centers, consisting of our headquarters, 675668 retail banking service centers, nine corporate banking service centers primarily designed to serve large corporate customers and 216222 hybrid banking branches designed to serve retail as well as small-business corporate customers. Shinhan Bank’s banking branches are designed to provide one-stop banking services tailored to their respective target customers.

Retail Banking Channels

In Korea, many retail transactions are conducted in cash or with credit cards, and conventional checking accounts are generally not offered or used as widely as in other countries such as the United States. As a result, anAn extensive retail branch network playshas traditionally played an important role as the main platform for Korean banksa wide range of banking transactions. However, a growing number of customers are turning to other service channels to meet their banking needs, such as customers generally handle most transactions through bank branches. Internet banking, mobile banking and other forms of non-face-to-face platforms. In response to such changes, Shinhan Bank has recently been focused on reorganizing its retail branch network, including shifting, merger or closure of certain branches that are considered redundant.

Recently, one of the key initiatives at Shinhan Bank has been to target high net worth individuals through private banking. Our private banking services are provided principally through private banking relationship managers who, within target customer groups, assist clients in developing individual investment strategies. We

believe that such relationship managers help us foster enduring relationships with our clients. Private banking customers also have access to Shinhan Bank’s retail branch network and other general banking products Shinhan Bank offers through its retail banking operations.

Corporate Banking Channels

Shinhan Bank currently provides corporate banking services through corporate banking service centers primarily designed to serve large corporate customers and hybrid banking branches designed to serve retail as well as small-business corporate customers. Small- and medium-sized enterprises have traditionally been Shinhan Bank’s core corporate customers and we plan to continue to maintain Shinhan Bank’s strength vis-à-vis these customers.

Self-Service Terminals

In order to complement its banking branch network, Shinhan Bank maintains an extensive network of automated banking machines, which are located in branches and in unmanned outlets. These automated banking machines consist of ATMs, cash dispensers and passbook printers.printers In December 2015, Shinhan Bank introduced a new generation of automated self-service machines called “digital kiosks,” which are currently being test-run at 17 branches in the Seoul metropolitan area. These digital kiosks feature biometric authentication technology and can perform a wide range of services that are unavailable through traditional ATMs, such as opening new accounts, issuance of debit and check cards, foreign currency exchange and overseas remittance of foreign currency. As of December 31, 2014,2015, Shinhan Bank had 336,816 ATMs, three cash dispensers and 7,434 ATMs.24 digital kiosks. Shinhan Bank has actively promoted the use of these distribution outlets in order to provide convenient service to customers, as well as to maximize the marketing and sales functions at the branch level, reduce employee costs and improve profitability. In 2014,2015, automated banking machine transactions accounted for a substantial portion and a majority of total deposit and withdrawal transactions of Shinhan Bank in terms of the number of transactions and fee revenue generated, respectively.

Electronic Banking

Shinhan Bank’s Internet banking services are more comprehensive than those available at the counter, including such services as 24-hour24 hour account balance posting, real-time account transfer, overseas remittance and loan requests. Shinhan Bank also offers mobile banking services in order to enable customers to make speedy, convenient and secure banking transactions using mobile phones. As of December 31, 2015, Shinhan Bank had approximately 15,321,000 subscribers to its Internet banking services and approximately 10,027,000 users of its smart banking apps, representing an increase of 7.1% and 16.5%, respectively, compared to December 31, 2014. Shinhan Bank continues to experience a rise in the purposenumber of electroniconline and mobile banking is primarily cost-savingusers. Shinhan Bank began offering online and mobile banking initially with a view to saving costs rather than profit generation,increasing revenues, but is currently exploring ways to leverage the substantial majoritypossibility of increase revenues through online and mobile banking given that these services offer customers with easier and more convenient access to banking services without limitations of time and space as well as offer tailored and customized service to each customer. In December 2015, Shinhan Bank’s electronic banking transactions do not generate fee income.Bank launched “Sunny Bank,” a new mobile platform that is more user friendly and easier to access than the previous platform. Sunny Bank utilizes non-face-to-face identity authentication technology, which allows users to open new bank accounts, apply for loans and use other services through the Sunny Bank mobile application without having to visit a physical bank branch.

Overseas Distribution Network

The table below sets forth Shinhan Bank’s overseas banking subsidiaries and branches as of December 31, 2014.2015.

 

Business Unit

  Location  Year Established
or

Acquired
 

Subsidiaries

    
Shinhan Asia Ltd.  Hong Kong SAR, China   1982  
Shinhan Bank Europe GmbH(1)  Frankfurt, Germany   1994  
Shinhan Bank America  New York, U.S.A.   2003  
Shinhan Bank (China) Limited  Beijing, China   2008  
Shinhan Khmer Bank PLC  Phnom Penh, Cambodia   2007  
Shinhan Bank Kazakhstan Limited  Almaty, Kazakhstan   2008  
Shinhan Bank Canada  Toronto, Canada   2009  
Shinhan Bank Japan(2)  Tokyo, Japan   2009  
Shinhan Bank Vietnam Ltd.(3)  Ho Chi Minh City, Vietnam   2011
PT Bank Metro ExpressJakarta, Indonesia2015
PT Centratama Nasional BankSurabaya, Indonesia2015

Business Unit

LocationYear Established
or

Acquired
Banco Shinhan de Mexico(4)Mexico City, Mexico2015  

Branches

    
New York  U.S.A.   1989  
Singapore  Singapore   1990  
London  United Kingdom   1991  
Mumbai  India   1996  
Hong Kong  China   2006  
New Delhi  India   2006  
Kancheepuram  India   2014  
Pune  India   2014
ManilaPhilippines2015
DubaiUnited Arab Emirates2015  

Representative Offices

    

Mexico

  Mexico City, Mexico   2008  

Uzbekistan

  Tashkent, Uzbekistan   2009  

Myanmar

  Yangon, Myanmar   2013  

Poland(1)

  Wroclaw, Poland   2014  

 

Notes:

 

(1)Shinhan Bank Europe GmbH established a representative office in Poland in 2014.
(2)While Shinhan Bank established the subsidiary in Japan in 2009, Shinhan Bank has provided banking services in Japan through a branch structure since 1986.
(3)Prior to the establishment of this subsidiary in 2011, Shinhan Bank had provided banking services in Vietnam through a branch since 1995.

In addition, in April 2015, we obtained the approval from financial regulatory authorities in Indonesia for our acquisition of a 40% equity interest in PT. Bank Metro Express, a small-sized bank in Indonesia. We expect the closing for this transaction will occur in the third quarter of 2015.

(4)Banco Shinhan de Mexico obtained a preliminary license in August 2015. As of the date of this annual report, Banco Shinhan de Mexico’s application for full business license is pending.

Currently, our overseas subsidiaries and branches are primarily engaged in trade financing and local currency funding for Korean companies and Korean nationals in the overseas markets, as well as providing

foreign exchange services in conjunction with Shinhan Bank’s headquarters. On a limited basis, these overseas branches and subsidiaries also engage in investment and trading of securities of foreign issuers. Inissuers.In the future, as part of our globalization efforts, we plan to expand our coverage of local customers in the overseas markets by providing a wider range of services in retail and corporate banking, and to that end, we have increasingly established subsidiaries in lieu of branches in select markets and in 2011 merged two of our Vietnam banking subsidiaries in order to enhance our presence and enable a greater flexibility in ourits service offerings in these markets.

We plan to maintain our focus on organic growth, while we may selectively pursue acquisitions in markets where it is difficult to obtain local banking licenses through greenfield entry. In furtherance of this objective, Shinhan Bank acquired a 97.8% stake in Bank Metro Express and a 75% stake in Centratama Nasional Bank, two commercial banks in Indonesia, in November and December 2015, respectively. We are currently contemplating the combination of the two banks with the goal of facilitating its penetration into the emerging Indonesian market. Shinhan Bank also opened additional branches in the Philippines and United Arab Emirates in the second half of 2015 and established a local subsidiary in Mexico in October 2015, and is planning to open an additional branch in Australia in 2016. We plan to continue our efforts to expand our overseas banking service network and global operations.

Credit Card Distribution Channels

Shinhan Card primarily uses three distribution channels to attract new credit card customers: (i) the banking and credit card branch network, (ii) sales agents, and (iii) business partnerships and affiliations with vendors.

The branch network for our credit card operations consisted of 901 branches899branches as of December 31, 2014 of2015of Shinhan Bank and 3328 card sales branches of Shinhan Card. The use of the established distribution network of Shinhan Bank is part of the group-wide cross-selling efforts of selling credit card products to existing banking customers. In 2014,2015, the number of new cardholders acquired through our banking distribution network accounted for approximately 17.7%23% of the total number of new cardholders. We believe that the banking distribution network will continue to provide a stable and low-cost venue for acquiring high-quality credit cardholders.

The sales agents represented the most significant source of Shinhan Card’s new cardholders in 2014,2015, and the number of new cardholders acquired through sales agents accounted for approximately 59.9%52% of the total number of Shinhan Card’s new cardholders in 2014.2015. As of December 31, 2014,2015, Shinhan Card had 4,0982,888 sales agents, who were independent contractors. These sales agents assist prospective customers with the application process and customer service. Compensation of these sales agents is generally tied to the transaction volume and the repayment patterns of the customers introduced by them, and we believe this system helps to minimize credit risk and enhance profitability.

As a way of acquiring new cardholders, Shinhan Card also has business partnership and affiliation arrangements with a number of vendors, including gas stations, major retailers, airlines and telecommunication and Internet service providers. Shinhan Card plans to continue to leverage its alliances with such vendors to attract new cardholders.

In November 2014, as an initial step to exploring potential opportunities overseas, Shinhan Card established its first overseas subsidiary in Kazakhstan, LLP MFO Shinhan Finance, as Kazakhstan was deemed to have relatively low entry barriers to foreign financial institutions, high growth potential for retail operations and the possibility of leveraging Shinhan Bank’s network. LLP MFO Shinhan Finance, a wholly-owned subsidiary of Shinhan Card, obtained its business license in the first half of 2015 and commenced its operations in July 2015 including installment financing and credit loans. It is expected to offer additional services such as financing leases beginning in 2017.

In December 2015, Shinhan Card acquired a majority stake in PT Swadharma Indotama Finance, a multi finance company in Indonesia, and changed its legal name to PT Shinhan Indo Finance. PT Shinhan Indo Finance engages in retail operations including installment financing and financial leases and is expected to obtain its credit card business license by the end of 2015, following which it is expected2016 to receive capital contributions from Shinhan Card and engage in retail operations, including installment financing,offer credit loans and financing leases.card services.

Securities Brokerage Distribution Channels

Our securities brokerage services are conducted principally through Shinhan Investment. As of December 31, 2014,2015, Shinhan Investment had 95108 service centers nationwide, and twothree overseas subsidiaries based in Hong Kong, New York and Hong KongVietnam to service our corporate customers.

Approximately 49.5%50% of our brokerage branches are located in the Seoul metropolitan area with a focus on attracting high net worth individual customers as well as enhancing synergy with our retail and corporate banking branch network. We plan to continue to explore new business opportunities, particularly in the corporate customer segment, through further cooperation between Shinhan Investment and Shinhan Bank.

Insurance Sales and Distribution Channels

We sell and provide our insurance services primarily through Shinhan Life Insurance. Shinhan Life Insurance, in addition to distributing bancassurance products through our bank branches, also distributes a wide range of life insurance products through its own branch network, an agency network of financial planners and telemarketers, as well as through the Internet. As of December 31, 2014,2015, Shinhan Life Insurance had 186187 branches and 1311 customer support centers. These branches are staffed by financial planners, telemarketers, agent marketers and bancassurance to meet the various needs of our insurance and lending customers.lendingcustomers. Our group-wide

customer support centers arrange for policy loans (namely loans secured by the cash surrender value of the underlying insurance policy) for our insurance customers and, to a limited extent, other loans to other customers, and also handle insurance payments.

Information Technology

We dedicate substantial resources to maintaining a sophisticated information technology system to support our operations management and provide high quality customer service. Our information and technology system is operated at a group-wide level based on a comprehensive group-wide information collection and processing. We also operate a single group-wide enterprise information technology system known as “enterprise data warehouse” for customer relations management capabilities, risk management systems and data processing, which is designed to maximize synergy among our subsidiaries.processing. We continually upgrade our group-wide information technology system in order to apply the best-in-class technology to our risk management systems to reflect the changes in our business environment as well as enhance differentiation from our competitors.

At the subsidiary level, we also continue to upgrade the information technology systems for each of our subsidiaries to enhance the quality of our customer service specific to such subsidiary and thereby bolsters their respective competitiveness, including with respect to electronic and mobile banking (including by means of smartphones), online consultation, expanded sales services and customized informational services. In addition, we have recently strengthened our indirect service channels through a major upgrade of the corporate online banking services and expansion of mobile phone-based product offerings and sales and service networks in light of the growing base of customers who increasingly access financial services through their mobile phones.

In addition, we have established a groupwide customer credit rating system to enhance precision in assessing the creditworthiness of our customers and developed information technology systems to bolster our market leadership in retirement planning services in light of the rapidly aging demographics in Korea. Furthermore, we have expanded information technology systems to support the sales and operational capabilities of our overseas subsidiaries and branches through a global customer management system as well as provide country-specific financial services.

In 2013, we completed the construction of the Integrated Data Center, which is responsible for comprehensive management of information technology systems for our subsidiaries on a groupwide basis. This center ensures a stable use of a central information processing facilities for at least 15 years and is designed to maximize operational and cost efficiency as well as enhance information security by combining the various data centers previously used by our subsidiaries. All of our subsidiaries have completed relocation of their information management capabilities to this center by the first half of 2014.

In order to enhance security and trustworthiness of the financial services provided by us, we continually seek to enhance a group-wide set of standards for information security and upgrading the related systems. In 2008, we established group-wide information systems and policies, which have since been continually updated and upgraded. In 2014, we further upgraded the groupwide information security control tower to a best-in-class level and replaced most of our internal information security staff with highly qualified outside experts in order to reinforce our security defense capabilities in the event of cyber breaches. In addition, we have newly established a team within our group to provide specialized data protection and related support services to our smaller operating subsidiaries, and we take active measures to preemptively forestall any security breaches through mock trials.

At the subsidiary level, we also continue to upgrade the information technology systems for each of our subsidiaries to enhance the quality of our customer service specific to such subsidiary and thereby bolster their

respective competitiveness, including with respect to electronic and mobile banking (including by means of smartphones), online consultation, expanded sales services and customized informational services. In addition, we have recently strengthened our indirect service channels through a major upgrade of the corporate online banking services and expansion of mobile phone-based product offerings and sales and service networks in light of the growing base of customers who increasingly access financial services through their mobile phones. We also established in April 2015 a new credit evaluation system with enhanced precision in assessing the creditworthiness of our corporate customers, which has enabled us to manage our credit risk more effectively. Furthermore, we have expanded, and will continue to expand, our information technology systems to support the sales and operational capabilities of our overseas subsidiaries and branches through a global customer management system as well as provide country-specific financial services.

The information technology system for each of our subsidiaries is currently backed up on a real-time basis. In 2014, we converted the pre-existing data center to a back-up and disaster recovery center for all our subsidiaries’ operations in order to provide customer services in a continued seamless manner even in the case of an interruption at Shinhan Data Center. We believe that our centralized back-up systems enable more efficient back-up at a higher level of security.

Competition

Competition in the Korean financial services industry is, and is likely to remain, intense, including as a result of the sustained low interest rate environment (which narrows opportunities to make profit based on the spread between lending rates and funding rates), the continuing sluggishness in the general economy, the growing maturation and saturation of the industry as a whole, the entry of new market participants and deregulation, among others.

In the banking sector, Shinhan Bank competes principally with other national commercial banks in Korea, but also faces competition from a number of additional banking institutions, including branches and subsidiaries of foreign banks operating in Korea, regional banks, government-owned development banks and Korea’s specialized banks, such as Korea Development Bank, the Industrial Bank of Korea and the National Association of Agriculture and Fisheries, as well as various other types of financial service providers, including savings institutions (such as mutual savings and finance companies, credit unions and credit cooperatives), investment companies (such as securities brokerage firms, merchant banking corporations and asset management companies) and life insurance companies. As of December 31, 2014,2015, Korea had sevensix major nationwide domestic commercial banks (including Citibank Korea Inc. and Standard Chartered Bank Korea Limited, both of which are domestic commercial banks acquired by global financial institutions), six regional commercial banks and branches and subsidiaries of 40 foreign banks. Foreign financial institutions, many of which have greater experiences and resources than we do, may continue to enter the Korean market and compete with us in providing financial products and services either by themselves or in partnership with existing Korean financial institutions.

In the small- and medium-sized enterprise and retail banking segments, which have been Shinhan Bank’s traditional core businesses, competition is expected to increase further. In recent years, Korean banks, including Shinhan Bank, have increasingly focused on stable asset growth based on quality credit, such as corporate borrowers with high credit ratings, loans to SOHO with high levels of collateralization, and mortgage and home equity loans within the limits of the prescribed loan-to-value ratios and debt-to-income ratios. This largely sharedcommon shift in focus toward stable growth based on less risky assets has intensified competition as banks compete for the same limited pool of quality credit by engaging in price competition or by other means, although Shinhan Bank has traditionally focused, and will continue to focus, on enhancing profitability rather than increasing asset size or market share, and has avoided, to the extent practicable, engaging in price competition by way of lowering lending rates. In addition, such competition may result in lower net interest margin and reduced overall profitability, especially if the low interest rate environment were to continue for a significant period of time. Therefore, if competing financial institutions seek to expand market share by lowering their lending rates, Shinhan Bank may suffer customer loss, especially among customers who select their lenders principally on the

basis of lending rates. In response thereto or for other strategic reasons, Shinhan Bank may subsequently lower its lending rates to stay competitive, which could lead to a decrease in its net interest margins and outweigh any potential positive impact on the net interest margin from a general rise in market interest rates. Any future decline in Shinhan Bank’s customer base or its net interest margins could have an adverse effect on itsour results of operations and financial condition.

In the credit card sector, Shinhan Card competes principally with existing “monoline” credit card companies, credit card divisions of commercial banks, consumer finance companies, other financial institutions and, recently, credit card service providers allied with mobile telecommunications service providers in Korea. Competition has been historically intense in this sector and the market has shown signs of saturation as existing and new credit card service providers make significant investments and engage in aggressive marketing campaigns and promotions to acquire new customers and target customers with high credit quality. While competition has subsided somewhat recently due to stricter government regulations, such as curbs on excessive marketing expenses, competition remains intense and credit card issuers may continue to compete with Shinhan Card for customers by offering lower interest rates and fees, higher credit limits, more attractive promotions and incentives and alternative products such as phone cards, gift cards and low-interest consumer loan products. As a result, Shinhan Card may lose customers or service opportunities to competing credit card issuers and/or incur

higher marketing expenses. In addition, the Government regulations adopted in 2012 mandating lower merchant fees chargeable to small- and medium-sized businessesenterprises (which are subject to revision every three years) and the Government guidelines issued in 2013 suggesting lower standard interest rates for cash advances and card loans have reduced, and are likely to continue to limit, the revenues of credit card companies, including Shinhan Card. Most recently, in November 2015,the Government announced a further reduction in the merchant fees chargeable to small- and medium-sized enterprises with effect from January 31, 2016, and this is expected to place downward pressure on Shinhan Card’s results of operations for 2016 and beyond. Furthermore, the Government’s recent guidelines to bolster consumer protection and protect customers’ personal data in the aftermath of data leaks at certain credit companies (not including Shinhan Card) may result in additional compliance costs for Shinhan Card. Customer attrition, together with any further lowering of fees or reduction in base and market interest rates and/or additional expenses from more extensive marketing and promotional campaigns that Shinhan Card might implement to acquire and retain customers, could reduce its revenues and earnings. Furthermore, the average credit quality of Shinhan Card’s customers may deteriorate if customers with higher credit quality borrow from our competitors rather than Shinhan Card and it may become more difficult for Shinhan Card to attract and maintain quality customers. In general, the growth, market share and profitability of Shinhan Card’s operations may decline or become negative as a result of market saturation in this sector, interest rate competition, pressure to lower fee rates and incur higher marketing expenses, as well as Government regulation and social and economic developments in Korea that are beyond our control, such as changes in consumer confidence levels, spending patterns or public perception of credit card usage and consumer debt. If Shinhan Card fails to maintain or attract new cardholders or increase the card usage by existing customers or experiences deterioration in its asset quality and a rise in delinquency, our business, financial condition and results of operations may be adversely affected.

In other financial services sectors, our other subsidiaries also compete in a highly fragmented market. Some of our competitors, particularly the major global financial institutions, have greater experience and resources than we do.

Consolidation among our rival institutions and the Government’s privatization efforts may also add competition in the markets in which we and our subsidiaries conduct business. The Korean bankingA number of significant mergers and acquisitions in the industry may undergo further consolidation either voluntarily or as parthave taken place in Korea over the past decade, including the acquisition of government-led initiatives, including privatization, although the Government announcedHanmi Bank by an affiliate of Citibank in March 2013 that it would no longer pursue privatization2004, Standard Chartered Bank’s acquisition of Korea DevelopmentFirst Bank in 2005, Chohung Bank’s merger with Shinhan Bank in 2006, and Hana Financial Group’s acquisition of Korea Exchange Bank in 2012 and the resulting merger of Hana Bank and IndustrialKorea Exchange Bank of Korea. Somein September 2015. Moreover, in 2014, pursuant to the implementation of the financial institutions resulting from these developments may, by virtue of their increased size, expanded business scopeGovernment’s privatization plan with respect to Woori Finance Holdings (now merged into Woori Bank) and more efficient operations, provide greater competition for us. For example, partly to facilitate the sale of Government-invested members of theits former subsidiaries, Woori Financial, Group which had not materialized despite a prolonged attempt to sell them as a whole, beginning in 2013 the Government has promoted the sale of such members in three separate groups (namely, commercial banking, regional banking,Woori Asset

Management and securities and investment). As a result, the securities and investment members of the former Woori F&I were acquired by KB Financial Group, (includingKiwoom Securities and Daishin Securities, respectively, and Woori Investment & Securities)Securities, Woori Aviva Life Insurance and Woori FG Savings Bank were soldacquired by NongHyup Financial Group. In 2015, the Government decided to other domestic financial institutionssell a 30% to 40% interest in the first half of 2014 and its regional banking members (namely, Kyongnam Bank and Gwangju Bank) were sold to other domestic financial institutions in October 2014. In November 2014, Woori Financial Group was dissolved and merged into Woori Bank to multiple investors in separate blocks ranging from 4% to 10% each. Although such attempts have stalled, most recently in January 2016 when discussions with allthree Saudi Arabian sovereign funds broke off, the remaining subsidiaries of the former Woori Financial Group having been converted into subsidiariesGovernment is expected to continue efforts to sell minority stakes of Woori Bank. The Government continues to seek to sell Woori Bank, and the outlook for such sale remains uncertain. If one of major competitors or a foreign financial institution were to acquire Woori Bank or any of its major operating subsidiaries, the consolidated entity may have a greater scale of operations, including a larger customer base, and financial resources than us, which may hurt our ability to compete effectively. In addition, in April 2013, Korea ExchangeOctober 2014, the Government’s ownership interest in the holding companies of Kwangju Bank became part of Hanaand Kyongnam Bank were acquired by JB Financial Group after acquisition ofand BS Financial Group (now BNK Financial Group), respectively. In the formersecurities brokerage sector, Mirae Asset agreed in January 2016 to acquire KDB Daewoo Securities, which, if successfully consummated, will create the largest brokerage company in Korea by the latter in February 2012, and in October 2014, Korea Exchange Bank entered into an agreement to be merged into Hana Bank, one of the major commercial banks in Korea.assets. Any of these developments may place us at a competitive disadvantage and outweigh any potential benefit to us in the form of opportunities to acquire new customers who are displeased with the level of services at the newly reorganized entities or to provide credit facilities to corporate customers who wish to maintain relationships with a wide range of banks in order to diversify their sources of funding. We expect that such consolidation and other structural changes in the financial industry will continue. Other financial institutions may seek to acquire or merge with other entities, and the financial institutions resulting from such consolidation may, by virtue of their increased size and business scope, provide greater competition for us. Increased competition and continuing consolidation may lead to decreased margins, resulting in a material adverse impact on our future profitability.

Regulatory reforms and the general modernization of business practices in Korea have also led to increased competition among financial institutions in Korea. From early 2009, financial investment companies with a dealing license and/or brokerage license are allowed to provide secondary services in connection with securities investments such as settlement and remittance services relating to customer deposits. In addition, in the second half of 2015, the Financial Services Commission began to take steps to adopt the “account switch service,” which allows customers to manage or switch their automatic payment transfer accounts in a more convenient way. For example, the Financial Services Commission introduced the integrated automatic payment transfer management system, which enables customers to change the bank account through which automatic payment transfers are made by following simple steps online or visiting a bank branch, with the banks being responsible for implementing the change should the customer decide to switch banks. Prior to the introduction of the account switch service, customers had the onus of making arrangements with each of the involved banks as well as the payment recipient to make the change. Under the new system, it is expected that customers will find it easier to switch from one bank to another. Currently, the service only applies to limited types of payment transfers, but the Financial Services Commission plans to expand the service with respect to all types of payment transfers by June 2016. Furthermore, effective March 2016, the Financial Services Commission introduced the ISA system, as part of its efforts to lower the regulatory barrier between the banking and securities sectors. The ISA is an integrated account that enables account holders to manage a number of different financial products, including cash deposits, funds and securities investment accounts, from a single account, the income from which will be eligible for tax benefits. Since this new system does not allow an individual to hold multiple ISA accounts, competition among banks and securities firms to retain existing customers and attract new customers is expected to intensify. As a result, Shinhan Bank may face difficulties in increasing or retaining its deposits, which in turn may result in an increase in its cost of funding and a decrease in its settlement and remittance service fee revenue. As the reform of the financial sector continues, competition may become more intense among existing banks, insurance companies, securities companies and other financial organizations, and may lead to significant changes in the current Korean financial market.

Furthermore, as the Korean economy further develops and new business opportunities arise, more competitors may enter the financial services industry. Recently, banks are beginning to compete for new customers and competition between bank-operated credit card companies and independent card companies may increase substantially. For

example, as part of the aforementioned privatization efforts by the Government, Woori Card may be sold to another major credit card company, in which case it is possible that a credit card company comparable to Shinhan Card in terms of asset size and customer base may newly emerge. Furthermore, as online service providers and technology companies with large-scale user networks, such as Daum Kakao Corp., NAVER and Samsung Electronics, recently make significant inroads in providing virtual payment services through a system based on a growing convergence of financial services and technology commonly referred to as “fintech”,“fintech,” competition for online customers is growing not just among commercial banks, but also from online and mobile payment service providers. Also, widespread consumer acceptance of mobile phone payment services in lieu of credit card services could add to

competitive threat to the existing credit card service providers, including our credit card subsidiary. In addition, the Government recently announced its plans to allow Internet-only banks to operate in Korea. As of the date hereof, two business consortiums, Kakao consortium and KT consortium, have been granted preliminary permission by the Government to operate Internet-only banks. These consortiums are expected to apply for final permission during the second half of 2016 and commence operations within six months of the final permission being granted by the Government. Internet-only banks may have advantages over traditional banks as the former can pass savings in labor and overhead costs to their customers by offering higher interest rates on deposit accounts, lower loan costs and reduced service fees. Accordingly, the commercial banks are facingwill likely face increasing pressure to upgrade their service platforms to attract and maintain online users, which represents a growing customer base compared to traditional customers who have primarily conducted banking in-person at physical banking branches. In addition, large non-financial institutions, such as mobile telecommunications companies, which on a combined basis service most of the Korean population, may expand entry into the Korean credit card and consumer finance businesses by way of convergence with the existing and future mobile telephone networks. Accordingly, a widespread consumer acceptance of mobile phone payment services in lieu of credit card services could add to competitive threat to the existing credit card service providers, including our credit card subsidiary.

Recently, following the global financial crisis, the Government has subjected Korean financial institutions to stricter regulatory requirements and guidelines in areas of asset quality, capital adequacy, liquidity and residential and other lending practices, which has had a dampening effect on competition. The Financial Services Commission implemented the capital requirements of Basel III, thewhose minimum requirements of which are beingwere phased in sequentially from December 1, 2013 and will become fully effective onthrough full implementation by January 1, 2019,2015, based on the guidelines set forth in the amended Regulation on the Supervision of the Banking Business and the Detailed Regulation on the Supervision of the Banking Business. In addition, the Financial Services Commission announced its plan to implementis currently implementing the Basel III requirements relating to liquidity coverage ratio and capital conservation buffer, each of which will be fully phased in by January 1, 2019. Furthermore, the Financial Services Commission announced that it would implement the Basel III requirements relating to countercyclical capital buffer, in 2015 andwhich was initially set at 0% on March 30, 2016 respectively, among other Basel III requirements.but may be subject to change upon quarterly review by the Financial Services Commission. However, there is no assurance that these measures will continue to curbhave the effect of curbing competition or that the Government will not reverse or reduce such measures or introduce other deregulatory measures, which may further intensify competition in the Korean financial services industry.industry

If, despite our efforts to adapt to the changing macroeconomic environment and comply with new regulations, we are unable to compete effectively in the changing business and regulatory environment, our profit margin and market share may erode and our future growth opportunities may become limited, which could adversely affect our business, financial condition and results of operations. See “Item 3.D. Risk Factors — Risks Relating to Our Overall Business — Competition in the Korean financial services industry is intense, and may further intensify as a result of further deregulation”intensify” and “Item 4.B. Business Overview — Supervision and Regulation — Financial Investment Services and Capital Markets Act.”

Description of Assets and Liabilities

Loans

As of December 31, 2014,2015, our total gross loan portfolio wasW223,879248,429 billion, which represented an increase of 7.64%11.0% fromW207,987223,879 billion at December 31, 2013.2014. The increase in our portfolio primarily reflects a 6.75%10.82% increase in corporate loans and a 10.08%13.1% increase in retail loans.

Loan Types

The following table presents our loans by type for the periods indicated. Except where specified otherwise, all loan amounts stated below are before deduction for loan loss allowances. Total loans reflect our loan portfolio, including past due amounts.

 

  As of December 31,   As of December 31, 
  2010   2011   2012   2013   2014   2011   2012   2013   2014   2015 
  (In billions of Won)   (In billions of Won) 

Corporate

                    

Corporate loans(1)

  W95,835    W98,598    W101,162    W102,823    W112,145    W98,598    W101,162    W102,823    W112,145    W125,155  

Public and other(2)

   2,771     4,930     3,107     2,525     2,135     4,930     3,107     2,525     2,135     2,191  

Loans to banks(3)

   1,467     2,557     4,557     6,103     4,684     2,557     4,557     6,103     4,684     4,653  

Lease financing

   1,555     1,639     1,699     1,721     1,844     1,639     1,699     1,721     1,844     1,875  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total — Corporate

 101,628   107,724   110,525   113,172   120,808     107,724     110,525     113,172     120,808     133,874  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail

          

Mortgages and home equity

 40,073   44,399   46,130   46,908   50,652     44,399     46,130     46,908     50,652     54,983  

Other retail(4)

 24,901   25,052   28,407   30,242   34,278     25,052     28,407     30,242     34,278     41,035  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total — Retail

 64,974   69,451   74,537   77,150   84,930     69,451     74,537     77,150     84,930     96,018  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit cards

 17,647   17,880   17,854   17,665   18,141     17,880     17,854     17,665     18,141     18,537  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans(5)

W184,249  W195,055  W202,916  W207,987  W223,879    W195,055    W202,916    W207,987    W223,879    W248,429  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Consists primarily of working capital loans, general purpose loans, bills purchased and trade-related notes and excludes loans to public institutions and commercial banks.
(2)Consists of working capital loans and loan facilities to public institutions and non-profit organizations.
(3)Consists of interbank loans and call loans.
(4)Consists of general unsecured loans and loans secured by collateral other than housing to retail customers.
(5)As of December 31, 2010, 2011, 2012, 2013, 2014 and 2014,2015, approximately 89.25%88.8%, 88.76%89.6%, 89.59%90.0%, 89.99%89.1% and 89.08%89.4% of our total gross loans, respectively, were Won-denominated.

Loan Portfolio

The total exposure of us or our banking subsidiaries to any single borrower and exposure to any single group of companies belonging to the same conglomerate is limited by law to 20% and 25%, respectively, of the Net Total Equity Capital (as defined in “— Supervision and Regulation”).

Twenty Largest Exposures by Individual Borrower

As of December 31, 2014,2015, our 20 largest exposures, consisting of loans, securities and guarantees and acceptances, totaledW40,016 billion and accounted for 14.28% of our total exposures.45,520 billion. The following table sets forth our total exposures to these top 20 borrowers as of December 31, 2014.2015.

 

   Loans in
Won
Currency
   Loans in
Foreign
Currency
   Securities   Guarantees
and
Acceptances
   Others   Total
Exposure
   Impaired
Loans and
Guarantees
and
Acceptances
 
   (In billions of Won) 

Ministry of Strategy and Finance

  W —      W—      W7,338    W —      W—      W7,338    W—    

The Bank of Korea

   1,730     —       5,103     —       —       6,833     —    

Korea Deposit Insurance Corporation

   —       —       2,995     —       —       2,995     —    

Korea Development Bank

   15     24     2,805     —       —       2,844     —    

Industrial Bank of Korea

   535     —       1,702     —       —       2,237     —    

Hyundai Heavy Industries Co., Ltd.

   39     225     81     1,832     —       2,177     —    

Korea Finance Corporation

   —       —       1,764     —       —       1,764     —    

Korea Land & Housing Corporation

   —       —       1,474     —       —       1,474     —    

Woori Bank

   302     77     1,052     —       —       1,431     —    

Samsung Heavy Industries Co., Ltd.

   270     11     20     942     —       1,243     —    

Hyundai Samho Heavy Industries Co., Ltd.

   —       64     38     1,103     —       1,205     —    

Korea Securities Finance Corporation

   —       —       1,188     —       —       1,188     —    

Kookmin Bank

   280     —       690     —       —       970     —    

Hyundai Steel Co., Ltd.

   510     277     153     28     —       968     —    

Nonghyup Bank

   499     —       445     9     —       953     —    

Hana Bank

   115     10     820     —       —       945     —    

KB Kookmin Card Co., Ltd.

   —       —       931     —       —       931     —    

Korea Housing Finance Corporation.

   —       —       884     —       —       884     —    

Korea Electric Power Corporation

   2     —       827     16     —       845     —    

Woori Card Co., Ltd.

   —       —       791     —       —       791     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

W4,297  W688  W31,101  W3,930  W—    W40,016  W—    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Loans in
Won
Currency
   Loans in
Foreign
Currency
   Securities   Guarantees
and
Acceptances
   Others   Total
Exposure
   Impaired
Loans and
Guarantees
and
Acceptances
 
   (In billions of Won) 

The Bank of Korea

  W3,430    W—      W6,858    W—      W—      W10,288    W—    

Ministry of Strategy and Finance

   —       —       7,970     —       —       7,970     —    

Korea Development Bank

   16     55     5,382     —       —       5,453     —    

Korea Housing Finance Corporation.

   —       —       4,963     —       —       4,963     —    

Industrial Bank of Korea.

   568     —       1,390     —       —       1,958     —    

Korea Deposit Insurance Corporation.

   —       —       1,914     —       —       1,914     —    

Hyundai Heavy Industries Co., Ltd.

   47     33     1     1,261     —       1,342     —    

Samsung Electronics Co., Ltd.

   —       1,134     15     —       —       1,149     —    

Samsung Heavy Industries Co., Ltd

   150     4     10     901     —       1,065     —    

Kookmin Bank.

   475     —       562     —       —       1,037     —    

Korea Securities Finance Corporation.

   125     —       869     —       —       994     —    

Woori Card Co., Ltd

   199     59     731     1     —       990     —    

Korea Land & Housing Corporation

   —       —       949     —       —       949     —    

Nonghyup Bank.

   348     12     547     6     —       913     —    

Hyundai Steel Co., Ltd

   675     43     41     41     —       800     —    

Export-Import Bank of Korea

   —       —       790     6     —       796     —    

Hotel Lotte Co., Ltd.

   —       398     149     241     —       788     —    

Hyundai Samho Heavy Industries Co., Ltd

   2     56     —       713     —       771     —    

KEB Hana Bank

   137     32     553     —       —       722     —    

LG Electronics Inc.

   48     55     77     478     —       658     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  W6,220    W1,881    W33,771    W3,648    W—      W45,520    W—    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Exposure to Main Debtor Groups

As of December 31, 2014, 12.85% of2015, our total exposure was to the 42 main debtor groups as identified by the Governor of the Financial Supervisory Service, whichServiceamounted to 31,835 billion. The main debtor groups are largely comprised ofchaebols. The.The following table shows, as of December 31, 2014,2015, our total exposures to the ten main debtor groups to which we have the largest exposure.

 

Main Debtor Groups

  Loans in
Won
Currency
   Loans in
Foreign
Currency
   Securities   Guarantees
and
Acceptances
   Others   Total
Exposure
   Amounts of
Impaired
Loans and
Guarantees
and
Acceptances
   Loans in
Won
Currency
   Loans in
Foreign
Currency
   Securities   Guarantees
and
Acceptances
   Others   Total
Exposure
   Amounts of
Impaired
Loans and
Guarantees
and
Acceptances
 
  (In billions of Won)   (In billions of Won) 

Samsung

  W 424    W1,857    W666    W1,523    W—      W4,470    W—    

Hyundai Motors

  W1,372    W1,280    W1,836    W364    W—      W4,852    W—       1,437     1,407     1,161     278     —       4,283     —    

Samsung

   642     1,182     1,003     1,672     —       4,499     —    

Lotte

   410     1,040     1,293     484     2     3,229     —    

Hyundai Heavy Industries

   154     491     148     3,671     —       4,464     —       206     144     31     2,576     —       2,957     1  

SK

   457     967     951     1,204     —       3,579     —       469     377     901     1,133     —       2,880     —    

Lotte

   348     828     1,340     398     —       2,914     —    

LG

   657     290     400     762     —       2,109     —       463     464     306     757     —       1,990     —    

LS

   185     353     163     602     —       1,303     —       193     366     171     740     —       1,470     —    

POSCO

   214     407     357     189     —       1,167     —    

Hanwha

   625     238     215     231     —       1,309     —    

GS

   238     387     177     261     —       1,063     —       380     97     342     154     —       973     —    

Hyosung

   248     500     5     134     —       887     8     238     490     33     150     —       911     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

W4,515  W6,685  W6,380  W9,257  W—    W26,837  W8    W4,845    W6,480    W5,119    W8,026    W2    W24,472    W1  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Loan Concentration by Industry

The following table shows the aggregate balance of our corporate loans by industry concentration as of December 31, 2014.2015.

 

Industry

  Aggregate Loan
Balance
   Percentage
of Total
Corporate
Loan
Balance
   Aggregate Loan
Balance
   Percentage
of Total
Corporate
Loan
Balance
 
  (In billions of Won)   (Percentages)   (In billions of Won)   (Percentages) 

Manufacturing

  W37,266     30.85  W39,569     29.6

Real estate, leasing and service

   19,236     14.4  

Retail and wholesale

   16,046     13.28     16,250     12.1  

Real estate, leasing and service

   19,438     16.09  

Finance and insurance

   10,459     7.8  

Hotel and leisure

   5,904     4.4  

Transportation, storage and communication

   4,005     3.0  

Construction

   3,649     3.02     2,820     2.1  

Hotel and leisure

   6,010     4.97  

Finance and insurance

   9,498     7.86  

Transportation, storage and communication

   4,602     3.81  

Other service(1)

   12,548     10.39     12,486     9.3  

Other(2)

   11,751     9.73     23,145     17.3  
  

 

   

 

   

 

   

 

 

Total

W120,808   100.00  W133,874     100.0
  

 

   

 

   

 

   

 

 

Notes:

(1)Includes other service industries such as publication, media and education.
(2)Includes other industries such as agriculture, forestry, mining, electricity and gas.

Maturity Analysis

The following table sets out the scheduled maturities (presented in terms of time remaining until maturity) of our loan portfolio as of December 31, 2014.2015. The amounts below are before deduction of attributable loan loss reserves. In the case of installment payment loans, maturities have been adjusted to take into account the timing of installment payments.

 

  As of December 31, 2014   As of December 31, 2015 
  1 Year or
Less
   Over 1
Year but
Not More
Than 5
Years
   Over
5 Years
   Total   1 Year or
Less
   Over 1
Year but
Not More
Than 5
Years
   Over
5 Years(1)
   Total 
  (In billions of Won)   (In billions of Won) 

Corporate:

                

Corporate loans

  W81,865    W25,630    W4,650    W112,145    W88,295    W31,501    W5,359    W125,155  

Public and other

   1,566     495     74     2,135     1,556     511     124     2,191  

Loans to banks

   4,022     530     132     4,684     4,006     480     167     4,653  

Lease financing

   659     1,169     16     1,844     696     1,177     2     1,875  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total corporate

W88,112  W27,824  W4,872  W120,808    W94,553    W33,669    W5,652    W133,874  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail:

        

Mortgage and home equity

W8,237  W11,461  W30,954  W50,652    W8,026    W12,283    W34,674    W54,983  

Other retail

 25,855   6,704   1,719   34,278     27,559     10,990     2,486     41,035  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total retail

W34,092  W18,165  W32,673  W84,930    W35,585    W23,273    W37,160    W96,018  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit cards

W16,463  W1,406  W272  W18,141    W16,465    W1,848    W224    W18,537  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans

W138,667  W47,395  W37,817  W223,879    W146,603    W58,790    W43,036    W248,429  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Note:

(1)Includes overdue loans.

We may roll over our corporate loans (primarily consisting of working capital loans and facility loans) and retail loans (to the extent not payable in installments) after we conduct our standard loan reviews in accordance with our loan review procedures. Working capital loans may be extended on an annual basis for an aggregate term of three to five years for unsecured loans and five years for secured loans. Facilities loans, which are generally secured, may generally be extended once for a maximum of five years from the initial loan date. Retail loans may be extended for additional terms of up to 12 months for an aggregate term of ten years from the initial loan date for both unsecured loans and secured loans.

Interest Rate Sensitivity

The following table presents a breakdown of our loans in terms of interest rate sensitivity as of December 31, 2014.2015.

 

  As of December 31, 2014   As of December 31, 2015 
  Due Within
1 Year
   Due After
1 Year
   Total   Due Within
1 Year(1)
   Due After
1 Year
   Total 
  (In billions of Won)   (In billions of Won) 

Fixed rate loans(1)

  W56,555    W34,822    W91,377    W70,135    W43,434    W113,569  

Variable rate loans(2)

   78,645     53,857     132,502     76,468     58,392     134,860  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total loans

W135,200  W88,679  W223,879    W146,603    W101,826    W248,429  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Fixed rate loans are loans for which the interest rate is fixed for the entire term of the loan.
(2)Variable or adjustable rate loans are for which the interest rate is not fixed for the entire term of the loan.

For additional information regarding our management of interest rate risk, see “— Risk Management.”

Nonaccrual Loans and Past Due Accruing Loans

Except in the case of repurchased loans, we generally recognize interest income on nonaccrual loans using the rate of interest used to discount the future cash flows of such loans for the purpose of measuring impairment loss. Generally, we discontinue accruing of interest on loans (other than repurchased loans) when payment of interest and/or principal becomes past due by 90 days. Loans (other than repurchased loans) are not reclassified as accruing until interest and principal payments are brought current.

We generally do not request borrowers to make immediate repayment of the whole outstanding principal balances and related accrued interest on loans whose interest payments are past due for one to 14 days in the case of commercial loans and one to 30 days in the case of retail loans.

Interest foregone is interest due on nonaccrual loans that has not been accrued in our books of account. In 2010, 2011, 2012, 2013, 2014 and 20142015 we would have recorded gross interest income ofW145 billion,W131 billion,W163 billion,W119 billion,W113 billion andW11379 billion respectively, on loans accounted for on a nonaccrual basis throughout the respective years, or since origination for loans held for part of the year, had the loans been current with respect to their original contractual terms. The amount of interest income on those loans that was included in our net income in 2010, 2011, 2012, 2013, 2014 and 20142015 wereW52 billion,W66 billion,W70 billion,W58 billion,W53 billion andW5339 billion, respectively.

The following table shows, at the dates indicated, the amount of loans that are placed on a nonaccrual basis and accruing loans which are past due one day or more. The term “accruing but past due one day” includes loans which are still accruing interest but on which principal or interest payments are contractually past due one day or more. We continue to accrue interest on loans where the total amount of loan outstanding, including accrued interest, is fully secured by cash on deposits.

 

  As of December 31,   As of December 31, 
  2010   2011   2012   2013   2014   2011   2012   2013   2014   2015 
  (In billions of Won)   (In billions of Won) 

Loans accounted for on a nonaccrual basis(1)

                    

Corporate

  W1,813    W1,621    W1,642    W1,660    W1,358    W1,621    W1,642    W1,660    W1,358    W1,235  

Retail

   155     239     416     217     233     239     416     217     233     228  

Credit cards

   155     152     215     108     152     152     215     108     152     93  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

 2,123   2,012   2,273   1,985   1,743     2,012     2,273     1,985     1,743     1,556  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Accruing loans which are contractually past due one day or more as to principal or interest

          

Corporate

 263   224   245   194   183     224     245     194     183     176  

Retail

 369   482   354   436   374     482     354     436     374     316  

Credit cards

 432   576   633   524   466     576     633     524     466     399  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

 1,064   1,282   1,232   1,154   1,023     1,282     1,232     1,154     1,023     891  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

W3,187  W3,294  W3,505  W3,139  W2,766    W3,294    W3,505    W3,139    W2,766    W2,447  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

 

(1)Represents either loans that are “troubled debt restructuring” or loans for which payment of interest and/or principal became past due by 90 days or more (adjusting for any overlap due to loans that satisfy both prongs so as to avoid double counting).

Troubled Debt Restructurings

The following table presents, at the dates indicated, our loans which are “troubled debt restructurings”.restructurings.” These loans mainly consist of corporate loans that have been restructured through the process of workout and recovery proceedings. See “— Credit Exposures to Companies in Workout and Recovery Proceedings.” These loans accrue interest at rates lower than the original contractual terms, or involve the extension of the original contractual maturity as a result of a variation of terms upon restructuring.

 

  As of December 31,   As of December 31, 
  2010   2011   2012   2013   2014   2011   2012   2013   2014   2015 
  (In billions of Won)   (In billions of Won) 

Loans classified as “troubled debt restructurings” (excluding nonaccrual and past due loans)

  W193    W75    W173    W71    W173    W75    W173    W71    W173    W244  

Loans classified as “troubled debt restructurings” (including nonaccrual and past due loans)

  W1,275    W1,009    W868    W756    W635    W1,009    W868    W756    W635    W714  

The following table presents, for the periods indicated and with respect to the restructured loans, the amounts that would have been recorded as our interest income under the original contract terms of the restructured loans, and the amounts that were actually recorded as our interest income for such loans under the restructured contractual terms of such loans.

 

  2010   2011   2012   2013   2014  2011 2012 2013 2014 2015 
  (In billions of Won)  (In billions of Won) 

Interest income under the original contractual terms of the restructured loans(1)

  W69    W42    W74    W68    W21   W42   W74   W68   W21   W22  

Interest income under the restructured contractual terms of the restructured loans(1)

  W31    W14    W20    W15    W12   W14   W20   W15   W12   W6  

 

Note:

 

(1)Includes nonaccrual and past due loans.

The following table presents a breakdown of the outstanding balance and specific allowance for loan losses as of December 31, 2010, 2011, 2012, 2013, 2014 and 20142015 of corporate loans classified as “troubled debt restructurings” (including nonaccrual and past due loans) by the type of restructuring to which such loans are subject.

 

 As of December 31,  As of December 31, 
 2010 2011 2012 2013 2014  2011 2012 2013 2014 2015 
 Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance  Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance Outstanding
Balance
 Allowance 
 (In billions of Won)  (In billions of Won) 

Corporate loans classified as “troubled debt restructurings”(1):

          

Workout

 W1,201   W651   W752   W351   W683   W276   W571   W266   W476   W471   W 752   W351   W683   W276   W571   W266   W476   W471   W506   W215  

Recovery Proceedings

 73   31   250   38   185   20   185   75   159   144   250   38   185   20   185   75   159   144   208   63  

Others(2)

 1   1   7   5    —      —      —      —      —      —    

Others(1)

 7   5    —      —      —      —      —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

W1,275  W683  W1,009  W394  W868  W296  W756  W341  W635  W615   W1,009   W394   W868   W296   W756   W341   W635   W615   W714   W278  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Notes:Note:

 

(1)Includes nonaccrual and past due loans.
(2)Principally consists of loans subject to corporate turnaround or corporate reorganization pursuant to the Debtor Rehabilitation and Bankruptcy Act (also known as the Consolidated Insolvency Act).

The following table presents the outstanding balance and specific allowance for loan losses as of December 31, 2010, 2011, 2012, 2013, 2014 and 20142015 of retail loans (including nonaccrual and past due loans) subject to credit rehabilitation programs for retail borrowers. All such loans became modified under credit rehabilitation programs and became beneficiaries of maturity extension and interest rate reductions, while a substantially limited portion

of such loans also became beneficiaries of debt forgiveness and deferral. Fordeferral.For more information on the credit rehabilitation program, see “— Credit Exposures to Companies in Workout and Recovery Proceedings — Credit Rehabilitation Programs for Delinquent Consumer and Small- and Medium-sized Enterprise Borrowers.”

 

  As of December 31, 
  2010  2011  2012  2013  2014 
  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance 
  (In billions of Won) 

Retail loans subject to credit rehabilitation
programs(1):

 W70   W58   W68   W54   W60   W46   W41   W30   W45   W27  
  As of December 31, 
  2011  2012  2013  2014  2015 
  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance  Outstanding
Balance
  Allowance 
  (In billions of Won) 

Retail loans subject to credit rehabilitation programs(1):

 W68   W54   W60   W46   W41   W30   W45   W27   W61   W40  

 

Note:

 

(1)Includes nonaccrual and past due loans.

The following table presents, as of the dates indicated and with respect to corporate loans, the amounts of restructured loans that were considered impaired and classified as nonaccrual pursuant to our general interest accrual policy as described in “— Accrual Policy for Restructured Loans”.Loans.” The table also presents, for the periods indicated and with respect to corporate loans, the amounts of total charge-off on restructured loans and the amounts of charge-off as part of debt-to-equity conversions.conversions

 

  As of and for the year ended December 31,   As of and for the year ended December 31, 
  2010   2011   2012   2013   2014   2011   2012   2013   2014   2015 
  (In billions of Won)   (In billions of Won) 

Impaired and nonaccrual restructured loans

  W1,082    W934    W695    W685    W462    W934    W695    W685    W462    W470  

Total charge-off of restructured loans

  W261    W259    W263    W153    W55    W259    W263    W153    W55    W259  

Charge-off as part of debt-to-equity conversion

  W49    W46    W84    W29    W32    W46    W84    W29    W32    W51  

Credit Exposures to Companies in Workout and Recovery Proceedings

Our credit exposures to restructuring are monitored and managed by our Corporate Credit Collection Department. As of December 31, 2014,2015, 0.3% of our total loans, orW635714 billion (of whichW462470 billion was classified as nonaccrual andW173244 billion was classified as accruing), was under restructuring. Restructuring of our credit exposures generally takes the form of workout and recovery proceedings.

Workout

Under the old Corporate Restructuring Promotion Act, which will remain effective untilexpired on December 31, 2015, all creditors to borrowers that are financial institutions arewere required to participate in a creditors’ committee. The old Corporate Restructuring Promotion Act was mandatorily appliesapplicable to a wide range of financial institutions in Korea, which includeincluding commercial banks, insurance companies, asset management companies, securities companies, merchant banks, the Korea Deposit Insurance Corporation and the Korea Asset Management Corporation. Under this act, the approval of financial institution creditors holding not less than 75% of the total debt outstanding of a borrower iswas required for such borrower’s restructuring plan, including debt restructuring and provision of additional funds, which plan becomeswould be binding on all the financial institution creditors of the borrower, provided that any financial institution creditor that disagrees with the final restructuring plan approved by the creditors’ committee has the right to request the creditors’ committee to purchase its claims at a mutually agreed price. IfIn the event that the creditors’ committee and the dissenting financial institution creditor fail to come to an agreement, the act provided that a mediation committee consisting of seven experts is set upbe formed to resolve the matter. There is a risk that these procedures may require us to participate in a plan we do not agree with or may require us to sell our claims at prices that we do not believe

are adequate. With respect to any workout for which the lead creditor bank called for a meeting of the creditors’ committee while theThe above-mentioned old Corporate Restructuring Promotion Act was still effective, the procedures applicable to such creditors’ committeeexpired on December 31, 2015, and the related workout remain subject to the olda new Corporate Restructuring Promotion Act, untilwhich modified and expanded the suspension or conclusionold act in several respects, was passed in the National Assembly of such workout, provided that such workout became subject to the procedures under the reinstatedKorea on March 3, 2016. The new Corporate Restructuring Promotion Act ashas extended the definition of its effective date, as opposed“borrower” subject to the oldact from any enterprise whose total amount of credit granted from financial institution creditors is at leastW50 billion to any enterprise that is a corporation under the Korean Commercial Code or any other entity performing commercial activities. The new Corporate Restructuring Promotion Act evenhas also extended the definition of “creditor” who may participate in a creditors’ committee from financial institution creditors to all creditors who have claims to the borrower through granting of credit. Under the new act, the creditors that constitute the creditors’ committee shall be determined at the committee’s initial assembly based on the approval of creditors that hold 75% or more of the total debt outstanding held by creditors notified of such initial assembly. Although creditors that are not financial institutions or possess less than 1% of the total amount of claims to the borrower may not be notified of the assembly of the creditors’ committee, if such workout began whilecreditors wish to participate, they shall not be excluded from the old law was in effect. Undercommittee. Also, resolutions of the reinstated Corporate Restructuring Promotion Act, if anycreditors’ committee shall be adopted by the approval of our borrowers becomes subject to corporate restructuring procedures, we may be forced to (i) restructure our credits pursuant to restructuring plans approved by other creditor financial institutionscreditors holding 75% or more of the total debt outstanding debt (andto the creditors of the committee. However, if a single creditor holds 75% or more of the total debt outstanding secured debt, ifto the restructuring plan includes the restructuring of existing secured debt)creditors of the borrowercommittee, resolutions shall be adopted by a vote of 40% or (ii) disposemore of our creditsthe total number of creditors of the committee, including such single creditor. The new Corporate Restructuring Promotion Act is set to other creditorsexpire on unfavorable terms.June 30, 2018.

The total loan amount currently undergoing workout as of December 31, 20142015 wasW476506 billion.

Recovery Proceedings

Under the Debtor Rehabilitation and Bankruptcy Act, which took effect on April 1, 2006, court receiverships have been replaced with recovery proceedings. In a recovery proceeding, unlike court receivership proceedings where the management of the debtor company was vested in a court appointed receiver, the existing chief executive officer of the debtor company may continue to manage the debtor company, provided, that (i) neither fraudulent conveyance nor concealment of assets existed, (ii) the financial failure of the debtor company was not due to gross negligence of such chief executive officer, and (iii) no creditors’ meeting was convened to request, based on reasonable cause, a court-appointed receiver to replace such chief executive officer. Recovery proceeding may be commenced by any insolvent debtor. Furthermore, in an effort to meet the global standards, international bankruptcy procedures have been introduced in Korea under which a receiver of a foreign bankruptcy proceeding may, upon receiving Korean court approval of the ongoing foreign bankruptcy proceeding, apply for or participate in a Korean bankruptcy proceeding. Similarly, a receiver in a domestic recovery proceeding or a bankruptcy trustee is allowed to perform its duties in a foreign country where an asset of the debtor is located to the extent the applicable foreign law permits.

Any composition, corporate reorganization, bankruptcy and rehabilitation proceedings for individual debtors pending as of April 1, 2006, the effective date of the Debtor Rehabilitation and Bankruptcy Act, continue to proceed in accordance with the respective applicable laws.

As of December 31, 2014,2015, the total loan amount subject to recovery proceedings wasW159208 billion. No loan amount was subject to court receivership or composition proceedings.

Loans in the process of workout and recovery proceedings areproceedingsare reported as nonaccrual loans on our statements of financial position as described in “— Nonaccrual Loans and Past Due Accruing Loans” above since generally, they are past due by more than 90 days and interest does not accrue on such loans. Restructured loans that meet the definition of a troubled debt restructuring are reported as troubled debt restructurings as described above in “— Troubled Debt Restructurings”.Restructurings.” Such restructured loans are reported as either loans or securities on our statements of financial position depending on the type of instrument we receive as a result of the restructuring.

Credit Rehabilitation Programs for Delinquent Consumer and Small- and Medium-sized Enterprise Borrowers

In light of the gradual increase in delinquencies in credit card and other consumer credit, the Korean government has implemented a number of measures intended to support the rehabilitation of the credit of delinquent consumer borrowers. These measures may affect the amount and timing of our collections and recoveries on our delinquent consumer credits.

Upon application to the Credit Counseling and Recovery Service and approval of a majority of unsecured and secured creditor financial institutions, a qualified “credit delinquent person” with outstanding debts to financial institutions in an aggregate amount not exceedingW1.5 billion may participate in an “individual work-out program” designed to restructure such person’s debt and rehabilitate such person’s credit.

Under the Debtor Rehabilitation and Bankruptcy Act, a qualified individual debtor with outstanding debts in an aggregate amount not exceeding threshold amounts ofW500 million of unsecured debt and/orW1 billion of secured debt may restructure his or her debts through a court-supervised debt restructuring that is binding on creditors.

Kookmin Happy Fund, which has been established by the Financial Services Commission, purchases defaulted loans from creditors or provide credit guarantees to enable refinancing at lower rates in order to assist retail borrowers with low credit scores. More specifically, Kookmin Happy Fund provides credit guarantees to borrowers who (i) have credit scores between category 6 and 10 (which requirement will be waived for individuals who are “basic living welfare recipients” or have an annual income not exceedingW30 million); (ii) earn an annual income not exceedingW40 million (or, in the case of borrowers who are self-employed or have two or more dependent family members, earn an annual income not exceedingW45 million); (iii) have made timely repayments for at least six months in an aggregate repayment amount exceedingW10 million or for at least three months in an aggregate repayment amount not exceedingW10 million. In 2014, we sold loans in an aggregate amount ofW0.5 billion to Kookmin Happy Fund.

Under the guidelines of the Financial Supervisory Service, Korean banks, including us, operate a “fast track” program to provide liquidity assistance to small- and medium-sized enterprises on an expedited basis. Under the fast track program we established, which is effective until the end of 2015,2016, we provided liquidity assistance to small- and medium-sized enterprise borrowers applying for such assistance, in the form of new short-term loans or maturity extensions or interest rate adjustments with respect to existing loans, after expedited credit review and approval by us.

Under the guidelines of the Financial Services Commission, Korean banks, including us, also operate a “pre-workout program,” including a credit counseling and recovery service, for retail borrowers with short-term outstanding debt. Our pre-workout program is generally available to retail borrowers meeting all of the following requirements: (i) unsecured borrowings from at least two financial institutions not exceedingW500 million1.5 billion in the aggregate;aggregate (W1.0 billion in secured borrowings andW0.5 billion in unsecured borrowings); (ii) payment default of more than 30 days but less than 90 days; (iii) all borrowings newly madedays including payment default of not exceeding 30 days in case where the borrower’s annual income is not exceedingW40 million and there was payment default of not less than 30 days, within six monthsone year prior to the application for the pre-workout program not to exceed 30% of the applicant’s total outstanding borrowings; (iv) the annual aggregate amount of principal and interest payment obligations being 30% or more of the borrower’s annual income; (v) assets in possession of less thanW1 billion, and in the case of real estate, calculated based on the official land price announced by the Ministry of Land, Infrastructure and Transport; and (vi) a person deemed by the pre-workout committee to be impaired in his or her ability to repay without a pre-workout arrangement due to layoff, unemployment, business closure, disaster or earnings loss.program. Retail borrowers who fail any of these requirements, have previously participated in the pre-workout program or have lost eligibility in the course of participating in a previous pre-workout program are ineligible to participate in the pre-workout program.

Once a borrower is deemed to be eligible to participate in the pre-workout program, we promptly sell the collateral underlying such borrower’s secured loans to mitigate our losses, and we may restructure such borrower’s unsecured loans (regardless of their type) as follows:

 

  Extension of maturity: Based on considerations of the type of loan, the total loan amount, the repayment amount and the probability of repayment, the maturity of the loanunsecured loans may be extended by up to 10 years and maturity of secured loans may be extended by up to 20 years with a grace period not exceeding three years.

 

  

Interest rate adjustment: The interest rate of the loan may be adjusted to 70% of the original interest rate or 5% per annum, whichever is higher;provided that if the original interest rate is less than 5% per

annum, no adjustment applies. The adjusted interest rate applies to the principal amount following any adjustment thereto as part of the pre-workout program, and no interest accrues on the interest already accrued or fees payable.

 

  Debt forgiveness: Debt forgiveness under the pre-workout program is limited to (i) the default interest accrued prior to the application for the pre-workout program and (ii) the regular and default interest accrued following such application but before the approval of the program.

  Deferral: If the foregoing three measures are deemed to be insufficient in terms of providing meaningful assistance to a qualifying borrower due to layoff, unemployment, business closure, disaster or earnings loss, loan repayment may be deferred for a maximum of one year,provided that the pre-workout committee may extend such deferral period every six months, for a period not to exceed six months, upon the borrower’s application which can be made at a one-month interval.application. The deferral period is not counted toward the repayment period, and interest accrues at 3% per annum during the deferral period.

In 2014,2015, the aggregate amount of our retail credit (including credit card receivables) provided by Shinhan Bank which became subject to the pre-working program wasW4554 billion. We believe that our participation in such pre-workout program has not had a material impact on the overall asset quality of our retail loans and credit card portfolio or on our results of operations and financial condition to-date.to date.

Loan Modification Programs for Loans under Troubled Debt Restructuring

We generally offer the following types of concessions in relation to restructured loans: reduction of interest rate, forgiveness of overdue interest, extension of the term for repayment of principal, conversion of debt into equity or the combination of the foregoing. The nature and degree of such concessions vary depending on, among other things, the creditworthiness of the borrower, the size of loans being restructured, the existing terms of the loans and other factors deemed relevant by the relevant creditors’ committee. Wecommittee.We generally do not restructure an existing loan into multiple new loans (for example, an A Note/B Note structure).loans.

The following table presents a breakdown of the gross amount of loans under restructuring as of December 31, 2010, 2011, 2012, 2013, 2014 and 20142015 by our loan modification programs, as further categorized according to the loan category and performing versus non-performing status.status at each fiscal year end.

 

2010

 

December 31, 2011

December 31, 2011

 

Modification Programs

  Non-Performing   Performing   Total   Non-Performing   Performing   Total 
  (In billions of Won)   (In billions of Won) 

Extension of due date for principal and interest

  W20    W177    W197    W43    W 340    W 383  

Reduction of interest rate

   155     241     396     40     213     253  

Forgiveness of principal

   —       —       —       —       1     1  

Equity conversion

   15     10     25     —       46     46  

Additional lending(1)

   3     233     236     1     97     98  

Others(2)

   51     370     421     63     165     228  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W244  W1,031  W1,275    W 147    W 862    W 1,009  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

2011

 

December 31, 2012

December 31, 2012

 

Modification Programs

  Non-Performing   Performing   Total   Non-Performing   Performing   Total 
  (In billions of Won)   (In billions of Won) 

Extension of due date for principal and interest

  W43    W340    W383    W 4    W 142    W 146  

Reduction of interest rate

   40     213     253     90     322     412  

Forgiveness of principal

   —       1     1     —       —       —    

Equity conversion

   —       46     46     3     —       3  

Additional lending(1)

   1     97     98     —       179     179  

Others(2)

   63     165     228     51     77     128  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W147  W862  W1,009    W 148    W 720    W 868  
  

 

   

 

   

 

   

 

   

 

   

 

 

2012

 

December 31, 2013

December 31, 2013

 

Modification Programs

  Non-Performing   Performing   Total   Non-Performing   Performing   Total 
  (In billions of Won)   (In billions of Won) 

Extension of due date for principal and interest

  W4    W142    W146    W 2    W 81    W 83  

Reduction of interest rate

   90     322     412     54     283     337  

Forgiveness of principal

   —       —       —       —       —       —    

Equity conversion

   3     —       3     —       —       —    

Additional lending(1)

   —       179     179     27     169     196  

Others(2)

   51     77     128     37     103     140  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W148  W720  W868    W 120    W 636    W 756  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

2013

 

December 31, 2014

December 31, 2014

 

Modification Programs

  Non-Performing   Performing   Total   Non-Performing   Performing   Total 
  (In billions of Won)   (In billions of Won) 

Extension of due date for principal and interest

  W2    W81    W83    W 4    W 3    W 7  

Reduction of interest rate

   54     283     337     52     260     312  

Forgiveness of principal

   —       —       —       10     —       10  

Equity conversion

   —       —       —       —       —       —    

Additional lending(1)

   27     169     196     1     198     199  

Others(2)

   37     103     140     61     46     107  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W120  W636  W756    W 128    W 507    W 635  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

2014

 

December 31, 2015

December 31, 2015

 

Modification Programs

  Non-Performing   Performing   Total   Non-Performing   Performing   Total 
  (In billions of Won)   (In billions of Won) 

Extension of due date for principal and interest

  W4    W3    W7    W —      W 87    W 87  

Reduction of interest rate

   52     260     312     119     368     487  

Forgiveness of principal

   10     —       10     —       —       —    

Equity conversion

   —       —       —       —       —       —    

Additional lending(1)

   1     198     199     4     19     23  

Others(2)

   61     46     107     87     30     117  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W128  W507  W635    W 210    W 504    W 714  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Represents additional loans provided to the borrower at favorable terms as part of the restructuring package, which may include extension of the due date or reduction of interest rate, among others.
(2)Principally consists of restructured loans whose restructuring terms were not determined as of the end of the perioddate indicated. A loan is deemed to be subject to restructuring upon the commencement of the recovery proceedings or when the relevant creditors’ committee or our credit officer determines that the borrower will be subject to workout, and in many cases the restructuring terms for such loans are not determined at the time such loans are deemed to be subject to restructuring.

Debt-to-equity Conversion

We distinguish between loans that we consider to be collectible under modified terms and loans that we consider to be uncollectible regardless of any modification of terms. With respect to loans in the latter category, we convert a portion of such loans into equity securities following negotiation with the borrowers and charge off the remainder of such loans as further described below. The equity securities so converted are recorded at fair value, based on the market value of such securities if available or the appraisal value of such securities by an outside appraiser if a market value is unavailable. In 2014,2015, our loans restructured into equity securities amounted toW5951 billion, of whichW3229 billion was subsequently treated as charge-off andW2722 billion was treated as the new cost basiscostbasis of the equity securities.

Debt-to-equity conversion generally has two primary benefits. One, the debt-to-equity conversion reduces the amount of loans and related interest expenses of the borrower, resulting in lesser debt burden and greater liquidity for the borrower, a greater likelihood of its exit from restructuring and the repayment of its obligations to us. Two, in the case of a successful turnaround of the borrower, we are entitled to the upside gains from the increase in the value of the equity securities so converted. Notwithstanding these benefits, however, the resulting impact from the debt-to-equity conversion on our interest income is generally not material as the loans being converted as part of restructuring are generally deemed to be uncollectible regardless any modification of terms. As for the impact on our asset classification, we generally apply the same asset classification standards to both non-restructured and restructured loans. As for restructured loans, we also consider additional factors such as the borrower’s adherence to its business plans and execution of the self-help measures, among others, to the extent applicable. In consideration of such criteria, we generally classify loans subject to workout as “precautionary”.“precautionary.” For a general discussion of our loan classifications, see “— Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Capital Adequacy.”

Evaluation of Loan Modification Programs

We currently do not conduct a systematic or quantitative evaluation of the success of any particular concession by type, whether historically, relative to each other or relative to other financial institutions in Korea, although we do monitor on an individual basis the compliance by the borrower with the modified terms of the restructured loans. This is principally due to the following reasons.

One, in the case of large corporations subject to or about to be subject to restructuring, which represents the most significant restructuring cases in Korea, the restructuring process is generally not driven by us, but by a creditors’ committee involving several large creditor financial institutions, and in the case of very large corporations or corporations that are members of large business conglomerates, the process frequently involves the guidance of the Government in light of the potential ripple effects of the restructuring on the general economy. Hence, it is difficult for us to collect data that would help us to evaluate the success of a particular concession based on the credit profile of the borrower and the type of concessions offered.

Two, the unavailability of systematic analysis notwithstanding, our general sense is that the restructuring cases in Korea have, to a large part, been successful as measured in terms of the ability of the borrowers to exit restructuring programs relatively quickly and further that the failed cases have not been particularly material. As a result, to date, we have not found it particularly necessary or helpful to expend the time and resources required to conduct a systematic analysis for purposes of evaluating the success of concessions by the type of a particular concession offered.

We do, however, measure the success of concessions in limited ways, that is, principally in terms of how well the borrower complies with the terms and conditions of the restructuring plan as agreed between the borrower and its creditor institutions. A restructuring plan typically includes a business plan and self-help measures to be undertaken by the borrower. We monitor the borrower’s compliance with the restructuring plan on a periodic basis (namely, annual, semiannual or quarterly in accordance with the terms of the restructuring plan) and evaluate the success thereof principally in terms of three attributes: (i) the progress in the execution of the business plan, (ii) the progress in the execution of the self-help measures and (iii) other qualitative factors such as major developments in the general economy, the regulatory environment, the competitive landscape, the quality of senior management and personnel, and transparency in management. We also closely monitor the cash inflows and outflows of the borrower, and the creditors’ committee typically has the right to participate in decision-making related to major spending and borrowings by the borrower.

Accrual Policy for Restructured Loans

For purposes of our accrual policy, we classify restructured loans principally into (i) loans subject to workout pursuant to the Corporate Restructuring Promotion Act and (ii) loans subject to recovery proceedings

pursuant to the Debtor Rehabilitation and Bankruptcy Act, which is the comprehensive bankruptcy-related law in Korea. See “— Credit Exposures to Companies in Workout and Recovery Proceedings.” As for loans subject to workout, our general policy is to discontinue accruing interest on a loan when payment of principal and/or interest thereon becomes past due by 90 days or more, as described above in “— Nonaccrual Loans and Past Due Accruing Loans.” Interest is recognized on these loans on a cash basis (i.e., when collected) from the date such loan is reclassified as non-accruing, and such loans are not reclassified as accruing until the overdue principal and/or interest amounts are paid in full. This general policy also applies to loans subject to workout even if such loans are restructured loans. In the case of loans subject to recovery proceedings, we discontinue accruing interest immediately upon the borrowers becoming subject to recovery proceedings (even if such loans are not yet delinquent) in light of the heightened uncertainty regarding the borrower’s ability to repay, interest on such loans are recognized on a cash basis and such loans are not reclassified as accruing until the borrower exits recovery proceedings. Accordingly, under our accrual policy, the number of payments made on a nonaccrual restructured loan is not a relevant factor in determining whether to reinstate such loan to the accrual status.

Determination of Performance of Restructured Loans

In determining whether a borrower has satisfactorily performed its obligations under the existing loan terms, we principally review the payment history of the borrower, namely whether the borrower has been delinquent by one day or more pursuant to our general interest accrual policy. In determining whether a borrower has shown the capacity to continue to perform under the restructured terms, we primarily rely upon the assessment of our credit officers (or the creditors’ committee in the case of large corporate borrowers with significant outstanding loans) of the likelihood of the borrower’s ability to repay under the restructured terms, which assessment takes into account the size of the loans in question, the credit profile of the borrower, the original terms of the loans and other factors deemed relevant by the relevant credit officers. Depending on various factors such as the size of the loans in question and the credit profile of the borrower, we or the relevant creditors’ committee, as the case may be, sometimes engage an outside advisory firm to perform further due diligence in order to supplement the aforementioned assessment. In certain cases, the borrowers also submit self-help proposals to facilitate obtaining the approval for restructuring, which measures are then also taken into consideration by our credit officers or the relevant creditors’ committees, as the case may be, in determining their future capacity to continue to perform under the restructured terms.

Charge-off of Restructured Loans

As for loans that we consider to be collectible under modified terms (for example, by extending the due date for the payment of principal and/or interest or reducing the interest rate below the applicable interest rate to a rate below the prevailing market rate, or a combination of the foregoing), we generally restructure such loans under the modified terms and do not charge off any portion of such loans.

As for loans that we consider to be uncollectible regardless of any modification of terms, we negotiate with the borrower to have a portion of such loans converted into equity securities (usually common stock) of the borrower in consideration, among others, of (i) the degree to which such conversion will alleviate the debt burdens and liquidity concerns of the borrower, (ii) our potential upside from the gain in the value of the equity securities compared to the likelihood of collection if the loans were not converted into equity securities, and (iii) the borrower’s concerns regarding its shareholding structure subsequent to such conversion. We then charge off the remainder of the loans not converted into equity securities. The value of the equity securities so converted is recorded at fair value, based on the market value of such securities if available or the appraisal value of such securities by an outside appraiser if a market value is unavailable.

Since we generally do not accrue interest on loans subject to recovery proceedings while we generally accrue interest on loans subject to workout unless past due by 90 days or more, charge-off is not a relevant factor we consider when determining the accrual status of a particular restructured loan.

We continue to accrue interest on restructured loans if we conclude that repayment of interest and principal contractually due on the entire debt is reasonably assured. Such conclusion is reached only after we have

carefully reviewed the borrower’s ability to repay based on an assessment, among others, of various factors such as the size of the loans in question and the credit quality of the borrower by our credit officer or the relevant creditors’ committee as supplemented by the due diligence by outside advisory firms, as the case may be.

Potential Problem Loans

In 2012, in order to enable a more systematic and real-time monitoring of loans with a significant potential of non-repayment, we have upgraded our “early warning system”.system.” This system enables our management to determine potential problem loans to include all loans which have caused our management to have serious doubt as to the ability of the borrowers to comply with their respective loan repayment terms.

We classify potential problem loans as loans that are designated as “early warning loans” and reported to the Financial Supervisory Service. The “early warning loans” designation applies to borrowers that have been (i) identified by our early warning system as exhibiting signs of credit risk based on the relevant borrower’s financial data, credit information and/or transactions with banks and, following such identification and (ii) designated by our loan officers as potential problem loans on their evaluation of known information about such borrowers’ possible credit problems. Such loans are required to be reported on a quarterly basis to the Financial Supervisory Service. If a borrower’s loans are designated as “early warning loans” pursuant to the process described above and included in our quarterly report to the Financial Supervisory Service, we consider this to be an indication of serious doubt as to such borrower’s ability to comply with repayment terms in the near future. As of December 31, 2014,2015, we hadW1,503771 billion of potential problem loans.

Other Problematic Interest-Earning Assets

In the past, we received certain other interest-earning assets in connection with troubled debt restructuring that, if they were loans, would be required to be disclosed as part of the problem, past due or restructuring or potential problem loan disclosures provided above. However, as of December 31, 2010, 2011, 2012, 2013 and 2014, we had no such assets.

Provisioning Policy

We conduct periodic and systematic detailed reviews of our loan portfolios to identify credit risks and to establish the overall allowance for loan losses. Our management believes the allowance for loan losses reflects the best estimate of the probable loan losses incurred as of the date of each statement of financial position.

We first assess whether objective evidence of impairment exists individually for loans and receivables that are individually significant, and individually or collectively for financial assets that are not individually significant. If we determine that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, we include the asset in a group of financial assets with similar credit risk characteristics and collectively assess them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment.

If there is objective evidence that a financial asset, such as a loan or receivable, has suffered impairment loss, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow (excluding anticipated future credit losses) discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition).

If the financial asset in question is a loan or receivable with a floating rate, the discount rate used to evaluate impairment loss is the current effective interest rate defined in the relevant transaction agreement. The present value of estimated future cash flows of secured financial assets is calculated by including cash flows from collateral after deducting costs to acquire and sell the collateral, regardless of the probability of realization of such collateral.

In assessing collective impairment, we rate and classify financial assets based on credit risk assessment or credit rating assessment process that takes into account asset type, industry, regional location, collateral type, delinquency and other relevant factors.

Future cash flow of financial assets applicable to collective impairment assessment is estimated by using statistical modeling of historical trends of the probability of default, timing of recoveries and the amount of loss incurred, as adjusted for management’s judgment as to whether current economic and credit conditions are such that the impairment losses are likely to be greater or less than suggested by historical modeling. When adjusting future cash flow based on historical modeling, we ensure that such adjustments are in line with changes and trends of observable data. Methodologies and assumptions used to estimate future cash flow are evaluated on a regular basis in order to reduce any discrepancy between impairment loss estimation and actual loss. See “Item 5.A. Operating Results — Critical Accounting Policies — Impairment of Financial Assets — Allowance for Loan Losses.”

Corporate Loans

We review corporate loans annually for potential impairment through a formal credit review. In addition, our loan officers consider the credits for impairment throughout the year if there is an indication that an impairment event has occurred.

Under IFRS, a loan is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and if the loss event had a negative effect on the estimated future cash flows of that asset and can be estimated reliably. We consider, among others, the following loans to be impaired:

 

loans whose principal or interest amount is more than 90 days past due;

 

loans that by reason of non-performance becomes subject to write-off, charge-off, debt restructuring (including recovery proceedings and workout) or bankruptcy;

 

loans to customers whose credit record shows past instances of delinquency, enforcement of guarantee or subrogation; and

 

loans to customers who become finally insolvent by an order to suspend settlement of personal checks, corporate checks or promissory note.

Loan loss allowances for corporate loans are established based on whether a particular loan is impaired. Corporate loans with relatively small balances are evaluated collectively for impairment as they are managed collectively.

— Loans individually identified for review and considered impaired

Consistent with the internal credit risk monitoring policies, we evaluate impaired loans with relatively large balances (typically more thanW3 billion) individually for impairment. Loan loss allowances for these loans are generally established by discounting the estimated future cash flows (both principal and interest) we expect to receive using the loan’s effective interest rate. We consider the likelihood of all possible outcomes in determining our best estimate of expected future cash flows. Management consults closely with individual loan officers and reviews the cash flow assumptions used to ensure these estimates are valid.

We establish allowances for impaired corporate loans when the discounted cash flow of the loan is lower than its carrying amount. The allowance is equal to the difference between the discounted cash flow amount of the loan and its carrying amount.

We may also measure impairment by reference to the loan’s observable market price; however this information is not commonly available in Korea.

— Loans collectively evaluated for impairment

We also establish allowances for impaired corporate loans with relatively small balances (typicallyW3 billion or less). We manage these loans on a portfolio basis and therefore collectively evaluate them for impairment since it is impractical to analyze each such loan on an individual basis. The allowance for such loans is determined based on loss factors taking into consideration past performance of the portfolio, previous loan loss history and charge-off information.

We identify loss factors based on the discounted cash flow (“DCF”) model using a statistical tool with look-back periods longer than a year. For impaired corporate loans whose amounts are relatively small, we use the collective DCF model, under which cash flow projections for the relevant loans are not individually computed for each borrower, but are collectively computed for a group of loans sharing similar characteristics (for example, retail versus corporate, secured versus unsecured, and so forth), except that, when we discount the projected cash flow at the present value, we apply the interest rate effective prior to impairment specific to each borrower.

— Loans not specifically identified as impaired

We establish allowances collectively for non-impaired corporate loans to reflect losses incurred within the portfolio which have not yet been specifically identified as impaired. We use the probability of default / loss-given default method, also known as the Advanced Internal Rating-Based approach under Basel II, to calculate the historical loss rate on migration analysis based on measurable long-term risk factors such as probability of default from risk grading and loss given default based on the Basel II framework.

As for the probability of default-based loan grouping, corporate loans are grouped into different risk classes based on the credit rating assigned by the relevant credit evaluation model, and retail loans are grouped into different risk classes based on the type of the loan, maturity structure and the duration of delinquency.

As for the loss given default-based loan grouping, secured loans are grouped into different risk classes based on the type of collateral, the location of the collateral and the loan-to-value ratio to which they are subject, and unsecured loans are grouped into different risk classes based on the type of the loan.

Retail Loans

We consider the following retail loans to be impaired for an individual assessment of impairment:

 

loans whose principal or interest amount is more than 90 days past due;

 

loans that by reason of non-performance becomes subject to write-off, charge-off, debt restructuring (including recovery proceedings and workout) or bankruptcy;

 

loans to customers whose credit record shows past instances of delinquency, enforcement of guarantee or subrogation; and

 

loans to customers who become finally insolvent by an order to suspend settlement of personal checks, corporate checks or promissory note.

The provisioning policy for retail loans is similar to that for corporate loans, except that different groupings are used for retail loans for purposes of determining probability of default and loss-given default in that all retail loans, regardless of their size, are collectively (rather than individually) assessed due to difficulties in obtaining personal information, such as personal income and assets.

For loan losses for retail loans, we also establish allowances based on loss factors taking into consideration the historical performance of the portfolio, previous loan loss history and charge-off information over a nine-year look-back period for loans secured by real estate and a four-year look-back period for unsecured loans and other secured loans.

We further adjust the loss factors based on factors that may impact loss recognition which have not been adequately captured by our historical analysis. These factors include:

 

changes in economic and business conditions such as levels of unemployment and housing price;

 

changes in the nature and volume of the portfolio, including any concentration of credits; and

 

external factors such as regulatory or government requirements.

Credit Cards

We establish an allowance for the credit card portfolio using a roll-rate model. A roll-rate model is a statistical tool used to monitor the progression of loans based on aging of the balance and established loss rates. The actual loss rates derived from this model are used to project the percentage of losses within each aging category based on performance over a five-year look-back period.

The expected percentage of loss reflects estimates of both the default probability within each loan aging category and the magnitude of loss. Generally, loans that are six months or more past due are charged off. We consider adjusting our loan loss rate for the magnitude of loss after accounting for the historical recovery of charged off credits when establishing the allowance.

We segment our credit card portfolio into several product types and perform separate roll-rate analysis for such product types to reflect the different risks and characteristics of each such product type.

We further consider adjusting the results from the roll-rate analysis based on factors that may impact loss recognition which have not been adequately captured by our historical analysis. These factors include:

 

delinquency levels of cardholders;

 

government policies toward the credit card industry; and

 

key retail performance indicators (such as ratios of household debt to disposable income and household liabilities to financial assets).

The actual amount of incurred loan losses may vary from the estimate of incurred losses due to changes in economic conditions or industry or geographic concentrations. We also monitor differences between estimated and actual incurred loan losses through procedures including detailed periodic assessments by senior management of both individual loans and credit portfolios and the models used to estimate incurred loan losses in those portfolios.

We determine whether credit card loans are impaired using criteria similar to those used for corporate loans, except that upon the closure of business by merchants using our credit card services, the related credit card loans are deemed impaired.

We consider a credit card or card loan to be delinquent if payment on such account is not received when first due and the amount outstanding is greater thanW10,000. Our general policy is to be proactive in its collection procedures. We believe that card accounts which are in early stages of delinquency are easier to collect than those accounts which have been delinquent for a longer period of time and, therefore, we emphasize collections at an early stage of delinquency although we increase the level of collection efforts as the delinquency period increases with respect to the relevant account. Efforts to collect from cardholders whose account balances are up to 30 days past due include the use of non-face-to-face channels such as texting and calling and are generally made by our credit support centers at Shinhan Card. Our credit support centers classify delinquent customers based upon three criteria: the expected level of difficulty in collection, the nature of the customer and the customer’s contribution to Shinhan Card’s profitability. By implementing collection activities tailored to each such category of customers, we seek to maximize efficiency in our collection efforts.

For card accounts with balances that are more than 30 days past due, we generally assign collection to our collection branches. During the first two months of their appointment, these collection branches rely on postal or telephone notice and take measures to locate and provisionally attach accounts receivables or other properties of the delinquent cardholders. After the initial two monthstwo-month period, the collection branches commence compulsory execution procedures against the delinquent cardholders’ accounts receivables or other properties to secure the amount of outstanding balances. Duringbalances.During the entire period managed by branches, we offer restructured card loan and reduction programs. For card accounts that are charged off, we outsource collection to external collection centers such as Shinhan Credit Information, which is our subsidiary, and Mirae Credit Information Services Corp.

Loan Aging Schedule

The following table shows our loan aging schedule (excluding accrued interest) for all loans as of the dates indicated.

 

  

 

 

Current

   Past Due
Up to 3 Months
   Past Due
3-6 Months
   Past Due More
Than 6 Months
   

 

Total
Amount

   

 

 

Current

   Past Due
Up to 3 Months
   Past Due
3-6 Months
   Past Due More
Than 6 Months
   

 

Total

 

As of December 31,

  Amount   %   Amount   %   Amount   %   Amount   %     Amount   %   Amount   %   Amount   %   Amount   %   Amount 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

2010

   181,659     98.59     1,163     0.63     635     0.34     792     0.43     184,249  

2011

   192,120     98.50     1,519     0.77     597     0.31     819     0.42     195,055    W192,120     98.50    W1,519     0.77    W597     0.31    W819     0.42    W195,055  

2012

   199,658     98.39     1,563     0.77     579     0.29     1,116     0.55     202,916     199,658     98.39     1,563     0.77     579     0.29     1,116     0.55     202,916  

2013

   205,282     98.70     1,508     0.73     420     0.20     777     0.37     207,987     205,282     98.70     1,508     0.73     420     0.20     777     0.37     207,987  

2014

   221,273     98.84     1,320     0.59     706     0.32     580     0.26     223,879     221,273     98.84     1,320     0.59     706     0.32     580     0.26     223,879  

2015

   245,997     99.02     1,098     0.44     781     0.31     553     0.22     248,429  

Non-Performing Loans

Non-performing loans are defined as loans past due by more than 90 days. The following table shows, as of the dates indicated, the amount of the total non-performing loan portfolio and as a percentage of our total loans.

 

  As of December 31,   As of December 31, 
  2010 2011 2012 2013 2014   2011 2012 2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Total non-performing loans

  W1,427   W1,416   W1,695   W1,197   W1,286    W 1,416   W 1,695   W 1,197   W 1,286   W1,333  

As a percentage of total loans

   0.77 0.73 0.84 0.58 0.57   0.73 0.84 0.58 0.57 0.54

Analysis of Non-Performing Loans

The following table sets forth, for the periods indicated, the total non-performing loans by the borrower type.

 

As of December 31,  As of December 31, 
2010 2011 2012 2013 2014  2011 2012 2013 2014 2015 
Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
  Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 Total
Loans
 Non-
Performing
Loans(1)
 Ratio of
Non-
Performing
Loans
 
(In billions of Won, except percentages)  (In billions of Won, except percentages) 

Corporate

                              

Corporate loans

 W95,835   W816    0.85 W98,598   W739    0.75 W101,162   W769    0.76 W102,823   W529    0.51 W112,145   W551    0.49 W98,598   W739    0.75 W101,162   W769    0.76 W102,823   W529    0.51 W112,145   W551    0.49 W125,155   W664    0.53

Public and other

  2,771    8    0.29    4,930    8    0.16    3,107    9    0.29    2,525    —      —      2,135    —      —      4,930    8    0.16    3,107    9    0.29    2,525    —      —      2,135    —      —      2,191    1    0.05  

Loans to banks

  1,467    —      —      2,557    —      —      4,557    —      —      6,103    —      —      4,684    —      —      2,557    —      —      4,557    —      —      6,103    —      —      4,684    —      —      4,653    —      0.00  

Lease financing

  1,555    10    0.64    1,639    5    0.31    1,699    8    0.47    1,721    11    0.64    1,844    15    0.81    1,639    5    0.31    1,699    8    0.47    1,721    11    0.64    1,844    15    0.81    1,875    16    0.85  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

  101,628    834    0.82    107,724    752    0.70    110,525    786    0.71    113,172    540    0.48    120,808    566    0.47    107,724    752    0.70    110,525    786    0.71    113,172    540    0.48    120,808    566    0.47    133,874    680    0.51  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Retail

                              

Mortgage and home equity

  40,073    30    0.07    44,399    55    0.12    46,130    60    0.13    46,908    41    0.09    50,652    56    0.11    44,399    55    0.12    46,130    60    0.13    46,908    41    0.09    50,652    56    0.11    54,983    45    0.08  

Other retail

  24,901    102    0.41    25,052    164    0.65    28,407    315    1.11    30,242    174    0.58    34,278    173    0.50    25,052    164    0.65    28,407    315    1.11    30,242    174    0.58    34,278    173    0.50    41,035    193    0.47  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total retail

  64,974    132    0.20    69,451    219    0.31    74,537    375    0.50    77,150    215    0.28    84,930    229    0.27    69,451    219    0.31    74,537    375    0.50    77,150    215    0.28    84,930    229    0.27    96,018    238    0.25  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Credit cards

  17,647    461    2.61    17,880    445    2.49    17,854    534    2.99    17,665    442    2.50    18,141    491    2.71    17,880    445    2.49    17,854    534    2.99    17,665    442    2.50    18,141    491    2.71    18,537    415    2.24  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W184,249   W1,427    0.77 W195,055   W1,416    0.73 W202,916   W1,695    0.84 W207,987   W1,197    0.58 W223,879   W1,286    0.57 W195,055   W1,416    0.73 W202,916   W1,695    0.84 W207,987   W1,197    0.58 W223,879   W1,286    0.57 W248,429   W1,333    0.54
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Note:

 

(1)Includes unsecured retail loans and credit card loans past due by more than six months. The number of days past due of restructured credit card loans is calculated from the first date of non-payment regardless of subsequent modification of terms.

Non-Performing Loans by Industry

The following table sets forth a breakdown of our non-performing corporate loans by industry as of December 31, 2014.2015.

 

Industry

  Aggregate
Non-Performing
Corporate Loan Balance
   Percentage of Total
Non-Performing
Corporate
Loan Balance
   Aggregate
Non-Performing
Corporate Loan Balance
   Percentage of Total
Non-Performing
Corporate
Loan Balance
 
  (In billions of Won)   (Percentages)   (In billions of Won)   (Percentages) 

Real estate, leasing and service

  W180     31.80

Construction

   44     7.77    W179     26.3

Manufacturing

   158     27.92     170     25.0  

Real estate, leasing and service

   99     14.6  

Retail and wholesale

   22     3.89     66     9.7  

Finance and insurance

   45     6.6  

Hotel and leisure

   25     3.7  

Transportation, storage and communication

   19     3.36     21     3.1  

Hotel and leisure

   23     4.06  

Finance and insurance

   12     2.12  

Other service(1)

   42     7.42     24     3.5  

Other(2)

   66     11.66     51     7.5  
  

 

   

 

   

 

   

 

 

Total

W566   100.00  W680     100.0
  

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Includes other service industries such as publication, media and education.
(2)Includes other industries such as agriculture, forestry, mining, electricity and gas.

Top 20 Non-Performing Loans

As of December 31, 2014,2015, our 20 largest non-performing loans accounted for 25.58%29.7% of our total non-performing loan portfolio. The following table shows, at the date indicated, certain information regarding our 20 largest non-performing loans.

 

     

As of December 31, 2014

      

As of December 31, 2015

 
     

Industry

 Gross
Principal
Outstanding
   Allowance
for Loan
Losses
      

Industry

 Gross
Principal
Outstanding
   Allowance
for Loan
Losses
 
     (In billions of Won)      (In billions of Won) 
1  Borrower A  Real estate, leasing and service W90    W—      Borrower A  Construction W88    W4  
2  Borrower B  Manufacturing 29     3    Borrower B  Construction 43     42  
3  Borrower C  Manufacturing 22     —      Borrower C  Finance and insurance 36     7  
4  Borrower D  Construction 20     1    Borrower D  Real estate, leasing and service 30     22  
5  Borrower E  Construction 18     6    Borrower E  Manufacturing 29     3  
6  Borrower F  Manufacturing 18     —      Borrower F  Real estate, leasing and service 23     —    
7  Borrower G  Other service 17     17    Borrower G  Construction 18     3  
8  Borrower H  Manufacturing 13     —      Borrower H  Manufacturing 18     3  
9  Borrower I  Other service 12     —      Borrower I  Real estate, leasing and service 17     —    
10  Borrower J  Other service 10     7    Borrower J  Manufacturing 16     —    
11  Borrower K  Finance and Insurance 10     2    Borrower K  Construction 10     —    
12  Borrower L  Other Service 9     —      Borrower L  Finance and insurance 10     2  
13  Borrower M  Manufacturing 9     9    Borrower M  Manufacturing 10     10  
14  Borrower N  Real estate, leasing and service 9     —      Borrower N  Other service 9     4  
15  Borrower O  Real estate, leasing and service 9     —      Borrower O  Real estate, leasing and service 8     —    
16  Borrower P  Real estate, leasing and service 8     —      Borrower P  Other service 8     1  
17  Borrower Q  Other service 8     —      Borrower Q  Transportation, storage, and communication 6     —    
18  Borrower R  Construction 6     —      Borrower R  Other service 6     3  
19  Borrower S  Other service 6     —      Borrower S  Other service 6     —    
20  Borrower T  Transportation, storage and communication 6     —      Borrower T  Construction 5     —    
     

 

   

 

      

 

   

 

 
W329  W45       W396    W104  
     

 

   

 

      

 

   

 

 

Non-Performing Loan Strategy

One of our primary objectives is to prevent our loans from becoming non-performing. Through our corporate credit rating system, which is designed to prevent our loan officers from extending new loans to borrowers with high credit risks based on the borrower’s credit rating, we seek to reduce credit risk related to future non-performing loans. Our early warning system is designed to bring any sudden increase in a borrower’s credit risk to the attention of our loan officers, who then closely monitor such loans.

If a loan becomes non-performing notwithstanding such preventive mechanism, an officer at the branch level responsible for monitoring non-performing loans will commence due diligence on the borrower’s assets, send a notice demanding payment or a notice that we will take or prepare for legal action.

At the same time, we also initiate our non-performing loan management process, which includes:

 

identifying loans subject to a proposed sale by assessing the estimated losses from such sale based on the estimated recovery value of collateral, if any, for such non-performing loans;

 

identifying loans subject to charge-off based on the estimated recovery value of collateral, if any, for such non-performing loans and the estimated rate of recovery of unsecured loans; and

 

to a limited extent, identifying commercial loans subject to normalization efforts based on the cash-flow situation of the borrower.

Once the details of a non-performing loan are identified, we pursue early solutions for recovery. Actual recovery efforts for non-performing loans are handled by the relevant department, depending on the nature of such loans and the borrower, among others. The officers or agents of the responsible departments and units use a variety of methods to resolve non-performing loans, including:

 

making phone calls and paying visits to the borrower to request payment;

 

continuing to assess and evaluate assets of our borrowers; and

 

if necessary, initiating legal action such as foreclosures, attachment and litigation.

In order to promote speedy recovery on loans subject to foreclosures and litigation, the branch responsible for handling these loans may transfer them to the relevant unit at headquarters.

Our policy is to commence legal action within one month after default on promissory notes and four months after delinquency of payment on other types of loans. For loans to insolvent or bankrupt borrowers or when we conclude that it is not possible to recover through normal procedures, we take prompt legal actions regardless of the grace period.

In addition to making efforts to collect on these non-performing loans, we take other measures to reduce the level of our non-performing loans, including:

 

selling non-performing loans to third parties including the Korea Asset Management Corporation;

 

entering into asset-backed securitization transactions with respect to non-performing loans;

 

managing retail loans that are three months or more past due through Shinhan Credit Information under an agency agreement; and

 

using third-party collection agencies including credit information companies such as Solomon Credit Information.companies.

In 2014,2015, we sold non-performing loans in the amount ofW27205 billion to third parties, and transferredincludingW13112 billion transferred to the Baro Investment and Securities. See “Item 3.D. Risk Factors — Other Risks RelatingIvy Hankang Ltd., a real estate project financing company wholly owned by KCC Corporation. Loans transferred to Us — The Korean government may encourage targeted lending to and investment in certain sectors in furtherance of policy initiatives, and we may take this factor into account.” These loans metthird parties generally meet the criteria of true sale and wereare derecognized accordingly.

The following table presents a roll-forward of our non-performing loans in 2014.2015.

 

   (In billions of Won) 

Non-performing loans as of December 31, 20132014

  W1,1971,286  
  

 

 

 

Additional non-performing loans due to delinquency

 596884  

Loans sold

 (27205

Loans charged off

 (350376

Loans modified and returned to performing

 (3944

Other adjustments(1)

 (91212
  

 

 

 

Non-performing loans as of December 31, 20142015

  1,286W1,333  
  

 

 

 

 

Note:

 

(1)Represents loans paid down or paid off and loans returned to performing other than as a result of modification. We do not separately collect and analyze data relating to non-performing loans other than those that were sold, charged off, modified and returned to performing, or transferred to held-for-sale investment portfolio.

Allocation of Allowance for Loan Losses

The following table presents, as of the dates indicated, the allocation of our loan loss allowance by loan type.

 

 As of December 31,  As of December 31, 
 2010 2011 2012 2013 2014  2011 2012 2013 2014 2015 
 (In billions of Won, except percentages)  (In billions of Won, except percentages) 
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
  Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 Amount Loans %
of Total
Loans
 

Corporate

                    

Corporate loans

 W1,923   67.43 W1,634   63.41 W1,700   60.71 W1,576   63.65 W1,502   60.05 W 1,634   63.4 W1,700   60.7 W1,576   63.7 W1,502   60.1 W1,357   58.5

Public and other

 15   0.53   19   0.74   14   0.50   10   0.40   11   0.44   19   0.7   14   0.5   10   0.4   11   0.4   8   0.4  

Loan to banks

 32   1.12   13   0.50   11   0.39   5   0.20   12   0.48   13   0.5   11   0.4   5   0.2   12   0.5   10   0.4  

Lease financing

 17   0.60   14   0.54   33   1.18   21   0.85   26   1.04   14   0.5   33   1.2   21   0.9   26   1.0   29   1.3  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 1,987   69.68   1,680   65.19   1,758   62.78   1,612   65.10   1,551   62.01   1,680   65.2   1,758   62.8   1,612   65.1   1,551   62.0   1,404   60.6  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Retail

          

Mortgages and home equity

 17   0.60   19   0.74   23   0.82   26   1.05   31   1.24   19   0.7   23   0.8   26   1.1   31   1.2   33   1.4  

Other retail

 178   6.24   202   7.84   275   9.82   190   7.68   198   7.92   202   7.8   275   9.8   190   7.7   198   7.9   206   8.9  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total retail

 195   6.84   221   8.58   298   10.64   216   8.73   229   9.16   221   8.6   298   10.6   216   8.7   229   9.2   239   10.3  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Credit cards

 670   23.48   676   26.23   744   26.58   648   26.17   721   28.83   676   26.2   744   26.6   648   26.2   721   28.8   675   29.1  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total allowance for loan losses

W2,852   100.00W2,577   100.00W2,800   100.00W2,476   100.00W2,501   100.00 W 2,577   100.0 W2,800   100.0 W2,476   100.0 W2,501   100.0 W2,318   100.0
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Our total allowance for loan losses decreased byW183 billion, or 7.32%, toW2,318 billion as of December 31, 2015 fromW2,501 billion as of December 31, 2014, primarily due to improvement in asset quality of our corporate loans largely resulting from an increase in the sale, transfer and charge-offs of non-performing loans.

Our total allowance for loan losses increased byW25 billion, or 1.01%, toW2,501 billion as of December 31, 2014 fromW2,476 billion as of December 31, 2013, primarily as thea result of an increase in the volumes of the credit card purchase and credit card loans and an increase in the loss rate of credit card loans mainly due to deterioration of the asset quality for such loans.

Our total allowance for loan losses decreased byW324 billion, or 11.57%, toW2,476 billion as of December 31, 2013 fromW2,800 billion as of December 31, 2012. During 2013, the allowance for loan losses decreased primarily as a result of a decrease in the loss rate for other retail loans due to a decrease in overall delinquency of retail loans following an increase in loans with sound quality.

Analysis of Allowance for Loan Losses

The following table presents an analysis of our loan loss experience for each of the years indicated.

 

  2010 2011 2012 2013 2014   2011 2012 2013 2014 2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Balance at the beginning of the period

  W3,114   W2,852   W2,585   W2,800   W2,476    W 2,852   W 2,585   W 2,800   W 2,476   W 2,501  

Amounts charged against income

   1,301   864   1,325   1,082   895     864   1,325   1,082   895   1,022  

Gross charge-offs:

            

Corporate:

            

Corporate loans

   (1,292 (960 (844 (799 (515   (960 (844 (799 (515 (731

Public and other

   (19 (1 (1  —      —       (1 (1  —      —     (2

Loan to banks

   —      —      —      —      —       —      —      —      —      —    

Lease financing

   (18 (14 (19 (33 (16   (14 (19 (33 (16 (60

Retail:

            

Mortgage and home equity

   (25 (1 (4 (4 (3   (1 (4 (4 (3  —    

Other retail

   (76 (80 (130 (242 (153   (80 (130 (242 (153 (128

Credit cards

   (429 (447 (486 (657 (500   (447 (486 (657 (500 (520
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total gross charge-offs

 (1,859 (1,503 (1,484 (1,735 (1,187   (1,503 (1,484 (1,735 (1,187 (1,441
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Recoveries:

      

Corporate:

      

Corporate loans

 83   75   75   150   177     75   75   150   177   88  

Public and other

 —     —     6   —     11     —     6    —     11    —    

Loan to banks

 —     —     —     —     —       —      —      —      —      —    

Lease financing

 1   2   2   1   2     2   2   1   2   1  

Retail:

      

Mortgage and home equity

 2   6   —     —     —       6    —      —      —     3  

Other retail

 52   37   32   28   19     37   32   28   19   24  

Credit cards

 327   283   257   217   182     283   257   217   182   171  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total recoveries

 465   403   372   396   391     403   372   396   391   287  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Other

 (169 (39 2   (67 (74   (39 2   (67 (74 (51
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net charge-offs

 (1,563 (1,139 (1,110 (1,406 (870   (1,139 (1,110 (1,406 (870 (1,205
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at the end of the period

W 2,852  W 2,577  W 2,800  W 2,476  W 2,501    W 2,577   W 2,800   W 2,476   W 2,501   W 2,318  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ratio of net charge-offs during the period to average loans outstanding during the period

 1.06 0.78 0.55 0.68 0.41   0.78 0.55 0.68 0.41 0.51

Loan Charge-offs

Our gross charge-offs increased by 21.4% fromW1,4841,187 billion in 20122014 toW1,7351,441 billion in 2013,2015, primarily due to an increase in charge-off of impaired retail loans as part of our ongoing efforts to enhance the overall quality of our assets.improve asset quality. Our gross charge-offs decreased fromW1,735 billion in 2013 toW1,187 billion in 2014, primarily due to a decrease in charge-off of corporate loans as a result of a slowdown in the deterioration in the asset quality for corporate loans in 2014 as compared to 2013, which was primarily due to a decrease in impaired assets following a substantial charge-off of impaired loans to shipbuilding and construction companies in 2013.

In 2014,2015, the charge-off on restructured loans amounted toW55310 billion, of whichW3251 billion was related to loans converted into equity securities as part of restructuring. With respect to a loan that we consider to be uncollectible regardless of any modification of terms, we convert a portion of such loan into equity securities following negotiation with the borrower and charge off the remainder of such loan as previously discussed in “— Troubled Debt Restructurings — Charge-off of Loans Subject to Restructuring.” The equity securities so

converted are recorded at fair value, based on the market value of such securities if available or the appraisal value of such securities by an outside appraiser if a market value is unavailable.

Basic Principles

We attempt to minimize loans to be charged off by practicing a sound credit approval process based on credit risk analysis prior to extending loans and a systematic management of outstanding loans. Forloans.For charge-off of restructured loans, see “— Loan Modification Programs for Loans under Restructuring — Charge-off of Restructured Loans” above.

Loans to be Charged-off

Loans are charged off if they are deemed to be uncollectible by falling under any of the following categories:

 

loans for which collection is not foreseeable due to insolvency or bankruptcy, dissolution or the termination of the debtor’s business;

 

loans for which collection is not foreseeable due to the death or disappearance of debtors;

 

loans for which collection expenses exceed the collectable amount;

 

loans for which collection is not possible through legal or any other means;

 

payments in arrears in respect of credit cards that are overdue for more than six months;

 

payments outstanding on unsecured retail loans that are overdue for more than six12 months;

 

payments in arrears in respect of leases that are overdue for more than 12 months; or

 

the portion of loans classified as “estimated loss,” net of any recovery from collateral, which is deemed to be uncollectible.;or

domestic loans that are required by the Financial Supervisory Service to be charged-off, or loans held by our foreign subsidiaries or branches for which a charge-off or special provisioning is required by the relevant regulatory authority.

Timeline for Charge-off

Shinhan Bank’s loans to be charged-off must be charged-off within one year of the month they are deemed to be uncollectible. If such loans are not charged-off within one year, the reason for the delay must be reported to Shinhan Bank’s Audit Department.

Procedure for Charge-off Approval

An application for Shinhan Bank’s loans to be charged offcharged-off is submitted by the relevant branch or department to the CorporateCredit Collection Department. The Credit Collection Department inrefers the case of corporate loans and foreign branches, andapplication to the ConsumerAudit Department for their review to ensure compliance with the Bank’s internal procedures for charge-offs. The Credit Collection Department, inafter reviewing the caseapplication to confirm that it meets relevant requirements, seeks approval from the Financial Supervisory Service for the charge-offs, which is typically granted. Once the Financial Supervisory Service approves (except for household loans with estimated losses of retail loans. An application forW5 million or less, whose charge-off is generally submitted immediately afterconsidered automatically approved by the relevant loan becomes 180 days past due. The General Manager in charge of review evaluates the application. The General Manager of Audit and Examination Department conducts review of compliance with our internal procedures for charge-offs, and if the review is satisfactory, requestsFinancial Supervisory Service), loans are charged-off upon approval fromby the President of Shinhan Bank. As for Shinhan Card, it generally charges off receivables that are 180 days past due following internal review.

Treatment of Loans Charged-off

Once loans are charged off, they are derecognized from our statements of financial position.position and are classified as charged-off loans. We continue collection efforts in respect of these loans through third-party collection agencies, including the Korea Asset Management Corporation, and Shinhan Credit Information, which is our subsidiary. The General Manager of the Credit Collection Department must report to the Financial Supervisory Service the amounts of loans permanently written off or recovered during each reporting period.

Treatment of Collateral

When wedetermine that a loan collateralized by real estate cannot be recovered through normal collection channels, we generally petition a court to foreclose and sell the collateral through a court-supervised auction within one month after default and insolvency and within four months after delinquency. However, this procedure does not apply to companies under restructuring, recovery proceedings, workout or other court

proceedings where there are restrictions on such auction procedures. Filing of such petition with the court generally encourages the debtor to repay the overdue loan. If a debtor ultimately fails to repay and the court grants its approval for foreclosure, we sell the collateral and recover the principal amount and interest accrued up to the sales price, net of expenses incurred from the auction. Foreclosure proceedings under the laws and regulations of Korea typically take seven months to one year from initiation to collection depending on the nature of the collateral.

Financial Statement Presentation

Our financial statements report as charges-offs all unsecured retail loans, including credit cards, which are overdue for more than six12 months. Leases are charged off when past due for more than twelve months. For collateral dependent loans, we charge off the excess of the book value of the subject loan over the amount received or to be received from the sale of the underlying collateral when the collateral is sold as part of a foreclosure proceeding and its sale price becomes known through court publication as part of such proceeding.

Investment Portfolio

Investment Policy

We invest in and trade Won-denominated and, to a lesser extent, foreign currency-denominated securities for our own account in order to:

 

maintain the stability and diversification of our assets;

 

maintain adequate sources of back-up liquidity to match our funding requirements; and

 

supplement income from our core lending activities.

When making an investment decision with respect to particular securities, we consider macroeconomic trends, industry analysis and credit evaluation, among others.

Our securities investment activities are subject to a number of regulatory guidelines, including limitations prescribed under the Financial Holding Companies Act and the Banking Act. Generally, a financial holding company is prohibited from acquiring more than 5% of the total issued and outstanding shares of another finance-related company (other than its direct and indirect subsidiaries). Furthermore, under these regulations, Shinhan Bank must limit its investments in shares and securities with a maturity in excess of three years (other than monetary stabilization bonds issued by the Bank of Korea and national government bonds) to 100.0% of the sum of Tier I and Tier II capital (less any deductions) of Shinhan Bank. Generally, Shinhan Bank is also prohibited from acquiring more than 15.0% of the shares with voting rights issued by any other corporation (other than for the purpose of establishing or acquiring a subsidiary). Further information on the regulatory environment governing our investment activities is set out in “— Supervision and Regulation — Principal Regulations Applicable to Banks — Restrictions on Investments in Property”,Property,” “— Principal Regulations Applicable to Banks — Restrictions on Shareholdings in Other Companies”,Companies,” “— Principal Regulations Applicable to Financial Holding Companies — Liquidity” and “— Principal Regulations Applicable to Financial Holding Companies — Restrictions on Shareholdings in Other Companies.”

Book Value and MarketFair Value

The following table sets out the book value and marketfair value of investments in our investment portfolio as of the dates indicated.

 

  As of
December 31, 2012
  As of
December 31,
2013(1)
  As of
December 31, 2014
 
  Book
Value
  Market
Value
  Book
Value
  Market
Value
  Book
Value
  Market
Value
 
  (In billions of Won) 

Financial assets designated at fair value

      

Marketable equity securities

 W1,689   W1,689   W2,173   W2,173   W1,318   W1,318  

Debt securities:

      

Korean treasury and governmental agencies

  87    87    172    172    60    60  

Debt securities issued by financial institutions

  175    175    229    229    539    539  

Corporate debt securities

  591    591    780    780    816    816  

Debt securities issued by foreign government

  —      —      —      —      —      —    

Mortgage-backed and asset-backed securities

  —      —      7    7    4    4  

Others

  —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Fair Value Through Profit and Loss

W2,542   2,542   3,361   3,361   2,737   2,737  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Available-for-sale securities

Marketable equity securities

W4,971  W4,971  W4,888  W4,888  W4,562  W4,562  

Debt securities:

Korean treasury and governmental agencies

 5,053   5,053   3,707   3,707   3,083   3,083  

Debt securities issued by financial institutions

 13,750   13,750   12,842   12,842   11,922   11,922  

Corporate debt securities

 11,633   11,633   10,594   10,594   10,515   10,515  

Debt securities issued by foreign government

 394   394   589   589   589   589  

Mortgage-backed and asset-backed securities

 483   483   977   977   747   747  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Available-for-sale

W36,284  W36,284  W33,597  W33,597  W31,418  W31,418  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Held-to-maturity securities

Debt securities:

Korean treasury and governmental agencies

W5,613  W6,003  W5,585  W5,828  W7,723  W8,344  

Debt securities issued by financial institutions

 1,701   1,758   1,406   1,426   1,574   1,607  

Corporate debt securities

 4,182   4,358   3,785   3,874   3,860   4,049  

Debt securities issued by foreign government

 104   104   135   135   62   62  

Mortgage-backed and asset-backed securities

 60   61   120   117   154   160  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Held-to-maturity

W11,660  W12,284  W11,031  W11,380  W13,373  W14,222  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Trading Securities

Marketable equity securities

W2,377  W2,377  W2,693  W2,693  W2,861  W2,861  

Debt securities:

Korean treasury and governmental agencies

 992   992   866   866   1,942   1,942  

Financial institutions

 5,770   5,770   6,035   6,035   8,312   8,312  

Corporations

 6,934   6,934   7,676   7,676   10,731   10,731  

Mortgage-backed and asset-backed securities

 141   141   679   679   189   189  

Debt securities issued by foreign governments

 2   2   7   7   103   103  

Other trading assets

 438   438   77   77   224   224  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Trading

 16,654   16,654   18,033   18,033   24,362   24,362  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total securities

W67,140  W67,764  W66,022  W66,371  W71,890  W72,739  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Note:

(1)The amounts as of December 31, 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us as described in Note 48 of the notes to our consolidated financial statements.
  As of
December 31, 2013
  As of
December 31, 2014
  As of
December 31, 2015
 
  Book
Value
  Fair
Value
  Book
Value
  Fair
Value
  Book
Value
  Fair
Value
 
  (In billions of Won) 

Financial assets designated at fair value

      

Marketable equity securities

 W  2,173   W  2,173   W  1,318   W  1,318   W  1,364   W  1,364  

Debt securities:

      

Korean treasury and governmental agencies

  172    172    60    60    104    104  

Debt securities issued by financial institutions

  229    229    539    539    837    837  

Corporate debt securities

  780    780    816    816    937    937  

Debt securities issued by foreign government

  —      —      —      —      —      —    

Mortgage-backed and asset-backed securities

  7    7    4    4    2    2  

Others

  —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Fair Value Through Profit and Loss

 W3,361   W3,361   W2,737   W2,737   W3,244   W3,244  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Available-for-sale securities

      

Marketable equity securities

 W 4,888   W 4,888   W 4,562   W 4,562   W 4,929   W 4,929  

Debt securities:

      

Korean treasury and governmental agencies

  3,707    3,707    3,083    3,083    3,606    3,606  

Debt securities issued by financial institutions

  12,842    12,842    11,922    11,922    15,594    15,594  

Corporate debt securities

  10,594    10,594    10,515    10,515    6,723    6,723  

Debt securities issued by foreign government

  589    589    589    589    676    676  

Mortgage-backed and asset-backed securities

  977    977    747    747    2,438    2,438  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Available-for-sale

 W33,597   W33,597   W31,418   W31,418   W33,966   W33,966  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Held-to-maturity securities

      

Debt securities:

      

Korean treasury and governmental agencies

 W 5,585   W 5,828   W 7,723   W 8,344   W 9,432   W10,413  

Debt securities issued by financial institutions

  1,406    1,426    1,574    1,607    1,264    1,315  

Corporate debt securities

  3,785    3,874    3,860    4,049    2,902    3,136  

Debt securities issued by foreign government

  135    135    62    62    97    97  

Mortgage-backed and asset-backed securities

  120    117    154    160    2,497    2,528  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Held-to-maturity

 W11,031   W11,380   W13,373   W14,222   W16,192   W17,489  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Trading Securities

      

Marketable equity securities

 W 2,693   W 2,693   W 2,861   W 2,861   W 3,043   W 3,043  

Debt securities:

      

Korean treasury and governmental agencies

  866    866    1,942    1,942    3,255    3,255  

Financial institutions

  6,035    6,035    8,312    8,312    6,826    6,826  

Corporations

  7,676    7,676    10,731    10,731    9,256    9,256  

Mortgage-backed and asset-backed securities

  679    679    189    189    104    104  

Debt securities issued by foreign governments

  7    7    103    103    5    5  

Other trading assets

  77    77    224    224    149    149  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total — Trading

 W18,033   W18,033   W24,362   W24,362   W22,638   W22,638  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total securities

 W66,022   W66,371   W71,890   W72,739   W76,040   W77,337  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Maturity Analysis

The following table categorizes our securities by maturity and weighted average yield as of December 31, 2014.2015.

 

 As of December 31, 2014  As of December 31, 2015 
 1 Year or Less Over 1 but within 5
Years
 Over 5 but within
10 Years
 Over 10 Years Total  1 Year or Less Over 1 but within 5
Years
 Over 5 but within
10 Years
 Over 10 Years Total 
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
  Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 Carrying
Amount
 Weighted
Average
Yield(1)
 
 (In billions of Won, except percentages)  (In billions of Won, except percentages) 

Financial assets designated at fair value:

                    

Korean treasury securities and government agencies

 W —      —     W41   3.62 W19   4.02 W —      —     W60   3.75 W41   1.61 W53   1.70 W10   1.97 W—     0.00 W104   1.69

Debt securities issued by financial institutions

 20   3.43 288   3.00   231   3.92    —      —     539   3.41   20   2.21 606   2.09 211   2.82  —     0.00 837   2.28

Corporate debt securities

 60   3.78   659   3.26   97   3.31    —      —     816   3.30   75   0.90 757   2.11 105   2.32  —     0.00 937   2.04

Mortgage Backed Securities and asset Backed Securities

  —      —     4   8.62    —      —      —      —     4   8.62   2   1.97  —     0.00  —     0.00  —     0.00 2   1.97
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W80   3.69 W992   3.22 W347   3.76  —      —     W1,419   3.38 W138   1.32 W1,416   2.09 W326   2.64 W—     0.00 W1,880   2.13
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Available-for-sale securities:

          

Available-for-sale securities:

          

Korean treasury securities and government agencies

 W242   3.30 W2,174   2.73 W549   2.99 W118   3.13 W3,083   2.83 W451   2.17 W2,345   2.18 W717   2.62 W93   2.62 W3,606   2.28

Debt securities issued by financial institutions

 5,353   2.79   6,154   2.70   405   3.41   10   4.52   11,922   2.77   6,374   2.06 8,817   1.99 393   3.23 10   4.52 15,594   2.05

Corporate debt securities

 2,690   3.56   6,880   2.91   668   3.20   277   4.67   10,515   3.11   1,423   2.54 4,569   2.39 661   2.75 70   2.90 6,723   2.46

Debt securities issued by foreign governments

 170   3.51   328   7.85   12   5.77   79   3.87   589   6.02   279   1.89 283   6.80 46   8.25 68   4.21 676   4.52

Mortgage-backed securities and asset-backed securities

 377   2.79   236   3.22   134   3.33    —      —     747   3.02   644   1.71 1,717   1.92 77   2.76  —     0.00 2,438   1.89
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W8,832   3.05 W15,772   2.91 W1,768   3.21 W484   4.05 W26,856   2.99 W9,171   2.11 W17,731   2.18 W1,894   2.93 W241   3.23 W29,037   2.22
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Held-to-maturity securities:

                    

Korean treasury securities and government agencies

 W450   4.81 W4,247   3.78 W818   3.01 W2,208   3.87 W7,723   3.78 W683   3.73 W4,786   3.42 W673   2.91 W3,290   3.42 W9,432   3.41

Debt securities issued by financial institutions

 679   3.24   384   4.37   277   4.18   234   4.11   1,574   3.81   315   4.32 459   3.59 329   4.17 161   4.26 1,264   4.01

Corporate debt securities

 953   4.06   1,627   3.47   525   3.97   755   3.97   3,860   3.78   480   3.22 1,342   3.50 412   3.71 668   3.60 2,902   3.50

Debt securities issued by foreign governments

 1   7.38   14   6.39   47   4.66    —      —     62   5.08    —     7.59 10   6.68 53   4.93 34   7.66 97   6.09

Mortgage-backed securities and asset-backed securities

 10   2.45   40   2.79   20   3.15   84   3.66   154   3.29   40   2.10 1,491   2.29 858   2.41 108   3.37 2,497   2.37
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W2,093   3.95 W6,312   3.73 W1,687   3.55 W3,281   3.90 W13,373   3.79 W1,518   3.65 W8,088   3.24 W2,325   3.09 W4,261   3.51 W16,192   3.33
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading securities:

                    

Korean treasury securities and government agencies

 W295   2.91 W1,211   2.38   W332   3.38 W104   3.69 W1,942   2.70 W360   1.63 W2,280   1.80 W525   2.14 W90   2.17 W3,255   1.84

Debt securities issued by financial institutions

 5,583   2.32   2,702   2.04   23   3.35   4   6.21   8,312   2.23   3,707   1.74 3,046   1.88 20   2.37 53   3.27 6,826   1.81

Corporate debt securities

 8,119   2.42   2,540   2.56   59   3.80   13   2.21   10,731   2.46   7,599   1.61 1,643   2.24 13   2.73 1   2.69 9,256   1.72

Debt securities issued by foreign governments

 87   3.94   16   3.79    —      —      —      —     103   3.91    —     0.00 5   1.03  —     0.00  —     0.00 5   1.03

Mortgage-backed securities and asset-backed securities

 179   2.70   10   3.11    —      —      —      —     189   2.72   43   1.87 31   2.18 30   2.31  —     0.00 104   2.09
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W14,263   2.41 W6,479   2.32 W414   3.44 W121   3.61 W21,277   2.40 W11,709   1.66 W7,005   1.94 W588   2.17 W144   2.58 W19,446   1.78
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 W25,268    W29,555    W4,216    W3,886    W62,925    W22,536    W34,240    W5,133    W4,646    W66,555   
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

Note:

 

(1)The weighted-average yield for the portfolio represents the yield to maturity for each individual security, weighted using its amortized cost.

Concentrations of Risk

The following table presents securities held by us whose aggregate book value exceeded 10% of our stockholders’ equity as of December 31, 2014.2015. As of December 31, 2014,2015, 10% of our stockholders’ equity wasW3,0513,181 billion.

 

   As of December 31, 20142015 
   Book Value   Fair Value 
   (In billions of Won) 

Name of issuer:

    

Ministry of Strategy and Finance

  W10,32415,409    W10,93015,675

The Korea Development Bank

W9,774W9,774  

The Bank of Korea

  W5,0335,206    W5,0345,213

The Korea Housing Finance Corp

W4,918W4,943  

All of the above entities are either an agency of the Korean government or an entity controlled by the Korean government.

Credit-Related Commitments and Guarantees

In the normal course of our operations, we make various commitments and guarantees to meet the financing and other business needs of our customers. Commitments and guarantees are usually in the form of, among others, commitments to extend credit, commercial letters of credit, standby letters of credit and performance guarantees. The contractual amount of these financial instruments represents the maximum possible loss amount if the account party draws down the commitment or we should fulfill our obligation under the guarantee and the account party fails to perform under the contract.

The following table sets forth our credit-related commitments and guarantees as of the dates indicated.

 

  As of December 31,   As of December 31, 
  2012   2013   2014   2013   2014   2015 
  (In billions of Won)   (In billions of Won) 

Commitments to extend credit

  W71,256    W73,464    W74,449    W73,464    W74,449    W75,443  

Commercial letters of credit

   3,115     3,045     2,987     3,045     2,987     2,377  

Other(1)

   26,444     26,743     28,742     26,743     28,742     22,327  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W100,815  W103,252  W106,178    W103,252    W106,178    W100,147  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

 

(1)Consists of financial guarantees, performance guarantees, liquidity facilities to special purpose entities, acceptances, guarantee on trust accounts and endorsed bills.

We have credit-related commitments that are not reflected on our statements of financial position, which primarily consist of commitments to extend credit and commercial letters of credit. Commitments to extend credit, including credit lines, represent unfunded portions of authorizations to extend credit in the form of loans. These commitments expire on fixed dates and a customer is required to comply with predetermined conditions to draw funds under the commitments. Commercial letters of credit are undertakings on behalf of customers authorizing third parties to make drawdowns up to a stipulated amount under specific terms and conditions. They are generally short-term and collateralized by the underlying shipments of goods to which they relate.

We also have guarantees that are recorded on our statements of financial position at their fair value at inception which are amortized over the life of the guarantees. Such guarantees generally include standby letters of credit, other financial and performance guarantees and liquidity facilities to special purpose entities. Standby

letters of credit are irrevocable obligations to pay third-party beneficiaries when our customers fail to repay loans or debt instruments, which are generally in foreign currencies. A substantial portion of these standby letters of

credit are secured by collateral, including trade-related documents. Other financial and performance guarantees are irrevocable assurances that we will pay beneficiaries if our customers fail to perform their obligations under certain contracts. Liquidity facilities to special purpose entities are irrevocable commitments to provide contingent liquidity credit lines to special purpose entities established by our customers in the event that a triggering event such as shortage of cash occurs.

The commitments and guarantees do not necessarily represent our exposure since they often expire unused.

Derivatives

As discussed under “— Business Overview — Our Principal Activities — Corporate and InvestmentOther Banking Services — Derivatives Trading” above, we engage in derivatives trading activities primarily on behalf of our customers so that they may hedge their risks and also enter into back-to-back derivatives with other financial institutions to cover exposures arising from such transactions. In addition, we enter into derivatives transactions to hedge against risk exposures arising from our own assets and liabilities, some of which are nontrading derivatives that do not qualify for hedge accounting treatment.

The following shows, as of December 31, 2014,2015, the gross notional or contractual amounts of derivatives held or issued for (i) trading and (ii) nontrading that qualify for hedge accounting.

 

  As of December 31, 2014   As of December 31, 2015 
  Underlying
Notional
Amount(1)
   Estimated
Fair
Value
Assets
   Estimated
Fair
Value
Liabilities
   Underlying
Notional
Amount(1)
   Estimated
Fair
Value
Assets
   Estimated
Fair
Value
Liabilities
 
  (In billions of Won)   (In billions of Won) 

Trading:

            

Foreign exchange derivatives:

            

Future and forward contracts

  W32,211    W440    W510    W55,448    W807    W608  

Swaps

   14,363     247     273     19,643     395     535  

Options

   775     4     5     2,430     18     11  
  

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

 47,349  W691  W788     77,521     1,220     1,154  
  

 

   

 

   

 

   

 

   

 

   

 

 

Interest rate derivatives:

      

Future and forward contracts

W1,237  W —    W—       2,089     —       —    

Swaps

 80,217   564   509     76,669     474     471  

Options

 1,861   10   17     1,231     10     12  
  

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

W83,315  W574  W526     79,989     484     483  
  

 

   

 

   

 

   

 

   

 

   

 

 

Credit derivatives:

      

Swaps

W385  W2  W15     1,154     15     20  
  

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

W385  W2  W15     1,154     15     20  
  

 

   

 

   

 

   

 

   

 

   

 

 

Equity derivatives:

      

Swaps and forward contracts

W4,168  W59  W(17   3,708     18     519  

Options

 2,843   67   146     8,970     64     84  

Future contracts

 224   —     —       385     —       1  
  

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

 7,235  W126  W129     13,063     82     604  
  

 

   

 

   

 

   

 

   

 

   

 

 

Commodity derivatives:

      

Swaps and forward contracts

W1,170  W14  W133     1,147     10     154  

Options

 41   2   —       28     1     —    

Future contracts

 159   2   5  
  

 

   

 

   

 

 

Sub-total

W1,370  W18  W138  
  

 

   

 

   

 

 

Total

W139,654  W1,411  W1,596  
  

 

   

 

   

 

 

  As of December 31, 2014   As of December 31, 2015 
  Underlying
Notional
Amount(1)
   Estimated
Fair
Value
Assets
   Estimated
Fair
Value
Liabilities
   Underlying
Notional
Amount(1)
   Estimated
Fair
Value
Assets
   Estimated
Fair
Value
Liabilities
 
  (In billions of Won) 

Future contracts

   56     —       —    
  

 

   

 

   

 

 

Sub-total

   1,231     11     154  
  

 

   

 

   

 

 

Total

  W172,958    W1,812    W2,415  
  (In billions of Won)   

 

   

 

   

 

 

Nontrading:

            

Hedge accounting:

            

Foreign exchange derivatives:

            

Swaps

  W2,179    W1    W20    W2,465    W124    W23  

Future and forward contracts

   685     39     51     1,230     5     35  

Interest rate derivatives:

            

Swaps

   8,307     117     51     7,680     53     126  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W11,171  W157  W122    W11,375    W182    W184  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

 

(1)Notional amounts in foreign currencies were converted into Won at prevailing exchange rates as of December 31, 2014.2015.

Funding

We obtain funding from a variety of sources, both domestic and foreign. Our principal source of funding is customer deposits obtained from our banking operations, and we from time to time issue equity and debt securities, including preferred shares. In addition, our subsidiaries acquire funding through call money, borrowings from the Bank of Korea, other short-term borrowings, corporate debentures and other long-term debt, including debt and equity securities issuances, asset-backed securitizations and repurchase transactions, to complement, or if necessary, replace funding through customer deposits. For further details relating to funding by us and our subsidiaries, see “Item 5.B. Liquidity and Capital Resources.”

Deposits

Although the majority of our bank deposits are short-term, the majority of our depositors have historically rolled over their deposits at maturity, providing our banking operation with a stable source of funding.

The following table shows the average balances of our deposits and the average rates paid on our deposits for the periods indicated.

 

  2012 2013 2014   2013 2014 2015 
  Average
Balance(1)
   Average
Rate
Paid
 Average
Balance(1)
   Average
Rate
Paid
 Average
Balance(1)
   Average
Rate
Paid
   Average
Balance(1)
   Average
Rate
Paid
 Average
Balance(1)
   Average
Rate
Paid
 Average
Balance(1)
   Average
Rate
Paid
 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Interest-bearing deposits:

                    

Demand deposits

  W17,233     0.68 W19,531     0.65 W21,871     0.57  W19,531     0.65 W21,871     0.57 W26,365     0.44

Savings deposits

   38,655     1.24   40,139     0.96   45,622     0.87     40,139     0.96   45,622     0.87   56,083     0.70  

Time deposits

   109,743     3.63   112,134     3.00   112,469     2.58     112,134     3.00   112,469     2.58   113,932     2.03  

Other deposits

   1,875     3.26   1,680     2.01   2,151     1.32     1,680     2.01   2,151     1.32   3,555     1.20  
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total interest-bearing deposits

W167,506   2.77W173,484   2.26W182,113   1.89  W173,484     2.26 W182,113     1.89 W199,935     1.43
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

 

Note:

 

(1)Average balances are based on (a) daily balances of Shinhan Bank and (b) quarterly balances for other subsidiaries.

For a breakdown of deposit products, see “— Our Principal Activities — Deposit-taking Activities,” except that cover bills sold are recorded on short-term borrowings and securities sold under repurchase agreements are recorded as secured borrowings.

Certificates of Deposit and Other Time Deposits

The following table presents the balance and remaining maturities of certificates of deposit and other time deposits which had a fixed maturity in excess ofW100 million or more as of December 31, 2014.2015.

 

  As of December 31, 2014   As of December 31, 2015 
  Certificates
of Deposit
   Other
Time

Deposits
   Total   Certificates
of Deposit
   Other
Time

Deposits
   Total 
  (In billions of Won)   (In billions of Won) 

Maturing within three months

  W1,248    W31,234    W32,482    W1,466    W30,923    W32,389  

After three but within six months

   284     21,725     22,009     861     17,776     18,637  

After six but within 12 months

   434     24,051     24,485     1,474     33,739     35,213  

After 12 months

   96     5,436     5,532     270     4,258     4,528  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

W2,062  W82,446  W84,508    W4,071    W86,696    W90,767  
  

 

   

 

   

 

   

 

   

 

   

 

 

A majority of our certificates of deposit accounts and other time deposits issued by our foreign offices is in the amount of US$100,000 or more.

Short-term Borrowings

The following table presents information regarding our short-term borrowings (borrowings with an original maturity of one year or less) for the periods indicated.

 

2012 2013 2014  2013 2014 2015 
Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
 Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
 Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
  Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
 Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
 Balance
Outstanding
 Average
Balance
Outstanding(1)
 Highest
Balances
at Any
Month-end
 Weighted
Average
Interest
Rate(2)
 Year-end
Interest
Rate
 
(In billions of Won, except for percentages)  (In billions of Won, except for percentages) 

Borrowings from

             

Bank of Korea(3)

 W1,510   W1,159   W1,510    1.20  0.10 - 1.50 W1,385   W1,373   W1,531    0.97  0.10 - 1.25 W1,478   W1,251   W1,478    0.84  0.10 - 1.00

Borrowings from Bank of Korea(3)

 W1,385   W1,373   W1,531   0.97 0.10 - 1.25 W1,478   W1,251   W1,478   0.84 0.10 - 1.00 W2,073   W1,712   W2,107   0.67 0.10 - 0.75

Call money

  1,089    2,402    2,861    4.50    0.07 - 9.00    1,403    2,397    3,335    2.93    0.01- 5.08    2,649    2,942    3,729    2.35    0.10 - 9.00   1,403   2,397   3,335   2.93   0.01 - 5.08   2,649   2,942   3,729   2.35   0.10 - 9.00   643   2,368   5,736   1.58   0.32 - 7.00  

Other short-term borrowings(4)

  9,434    7,555    12,069    1.63    0.00 - 14.00    9,007    5,540    9,925    1.52    0.00 - 6.17    12,809    10,750    12,901    1.03    0.00 - 8.91   9,007   5,540   9,925   1.52   0.00 - 6.17  12,809   10,750   12,901   1.03   0.00 - 8.91   11,463   8,010   13,149   0.96   0.00 - 7.95  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  
 W12,033   W11,116   W16,440    2.24  W11,795   W9,310   W14,791    1.80  W16,936   W14,943   W18,108    1.27  W11,795   W9,310   W14,791   1.80  W16,936   W14,943   W18,108   1.27  W14,179   W12,090   W20,992   1.04 
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

Notes:

 

(1)Average balances are based on (a) daily balances of Shinhan Bank and (b) quarterly balances for other subsidiaries.
(2)Weighted-average interest rates are calculated by dividing the total interest expenses by the average amount borrowed.
(3)Borrowings from the Bank of Korea generally mature within one month for borrowings in Won and six months for borrowings in foreign currencies.
(4)Other short-term borrowings included borrowings from trust accounts, bills sold, and borrowings in domestic and foreign currencies.

Our short-term borrowings have maturities of less than one year which are generally unsecured with the exception of borrowings from the Bank of Korea, which are generally secured with available-for-sale or held-to-maturity securities held by us.

Risk Management

Overview

As a financial services provider, we are exposed to various risks relating to our lending, credit card, insurance, securities investment, trading and leasing businesses, our deposit taking and borrowing activities and our operating environment. The principal risks to which we are exposed are credit risk, market risk, interest rate risk, liquidity risk and operational risk. These risks are recognized, measured and reported in accordance with risk management guidelines established at our holding company level and implemented at the subsidiary level through a carefully stratified checks-and-balances system.

We believe that our risk management system has been instrumental to building our reputation as a well-managed and prudent financial service provider and withstanding various external shocks. In particular, during the global financial crisis of 2008 and 2009, we believe our risk management provided effective early warning signals which helped us to proactively reconfigure our asset portfolio and substantially reduce our exposure to troubled debtors and thereby avoid what could have been a substantially greater credit loss during such crisis, and we are carefully upgrading and refining our risk management system in the face of current and potential economic difficulties at global, regional and domestic levels.

Our group-wide risk management philosophy is to instill a culture of effective risk management and awareness at all levels of our organization and pursue a proper balance between risk and return in our business activities in order to achieve a sustainable growth. In particular, our group-wide risk management is guided by the following core principles:

 

carrying out all business activities within prescribed risk tolerance levels and prudently balancing profitability and risk management;

 

standardizing the risk management process and monitoring compliance at a group-wide level;

 

operating a prudent risk management decision making system backed by active participation by management;

 

creating and operating a risk management organization independent of business activities;

 

operating a performance management system that enhances clear and prompt identification of risks when making business decisions;

 

aiming to achieve preemptive and practical risk management; and

 

prudent preparation for known and unknown contingencies.

We take the following steps to implement the foregoing risk management principles:

 

  risk capital management — Risk capital refers to capital necessary to compensate for losses in case of a potential risk being realized, and risk capital management refers to the process of asset management based on considerations of risk exposure and risk appetite for our total assets so that we can maintain an appropriate level of risk capital. As part of our risk capital management, we and our subsidiaries have adopted and maintain various risk planning processes and reflect such risk planning in our business and financial planning. We also maintain a risk limit management system to ensure that risks in our business do not exceed prescribed limits.

 

  

risk monitoring — We proactively, preemptively and periodically review risks that may impact our overall operations, including through a multidimensional risk monitoring system. Currently, each of our subsidiaries is required to report to the holding company any factors that could have a material impact on group-wide risk management, and the holding company reports to our chief risk officer and other members of our senior management the results of risk monitoring weekly, monthly and on anad hoc basis as needed. In addition, we perform preemptive risk management through a “risk dashboard

system” under which we closely monitor any increase in asset size, risk levels and sensitivity to external factors with respect to the major asset portfolios of each of our subsidiaries, and to the extent such monitoring yields any warning signals, we promptly analyze the causes and, if necessary, formulate and implement actions in response thereto.

  risk review — Prior to entering any new business, offering any new products or changing any major policies, we review any relevant risk factors based on a prescribed risk management checklist and, in the case of changes for which assessment of risk factors is difficult, perform reasonable decision-making in order to avoid taking any unduly risky action. The risk management departments of all our subsidiaries are required to review all new businesses, products and services prior to their launch and closely monitor the development of any related risks following their launch, and in the case of any action that involves more than one subsidiary, the relevant risk management departments are required to consult with the risk management team at the holding company level prior to making any independent risk reviews.

 

  crisis management — We maintain a group-wide risk management system to detect the early warnings signals of any crisis and, in the event of a crisis actually happening, to respond on a timely, efficient and flexible basis so as to ensure our survival as a going concern. Each of our subsidiaries maintains crisis planning for three levels of contingencies, namely, “alert”,“alert,” “imminent crisis” and “crisis”,“crisis,” determination of which is made based on quantitative and qualitative monitoring and consequence analysis, and upon the occurrence of any such contingency, is required to respond according to a prescribed contingency plan. At the holding company level, we maintain and install a crisis detection and response system which is applied consistently group-wide, and upon the occurrence of an “imminent crisis” or “crisis” event at a subsidiary level, we directly take charge of the situation at the holding company level so that we manage it on a concerted group-wide basis.

Organization

Our risk management system is organized along the following hierarchy (from top to bottom): at the holding company level, the Group Risk Management Committee, the Group Risk Management Council, the Group Chief Risk Officer and the Group Risk Management Team, and at the subsidiary level, the Risk Management Committee, the Chief Risk Officer and the Risk Management Team of the relevant subsidiary. The Group Risk Management Committee, which is under the supervision of our holding company’s board of directors, sets the basic group-wide risk management policies and strategies. Our Group Chief Risk Officer reports to the Group Risk Management Committee, and the Group Risk Management Council coordinates the risk management policies and strategies at the group level as well as at the subsidiary level among each of our subsidiaries. Each of our subsidiaries also has a separate Risk Management Committee, Risk Management Working Committee and Risk Management Team, whose tasks are to implement the group-wide risk management policies and strategies at the subsidiary level as well as to set risk management policies and strategies specific to such subsidiary in line with the group-wide guidelines. We also have the Group Risk Management Team, which supports our Chief Risk Officer in his or her risk management and supervisory role.

In order to maintain the group-wide risk at an appropriate level, we use a hierarchical risk limit system under which the Group Risk Management Committee assigns reasonable risk limits for the entire group and each of our subsidiaries, and the Risk Management Committee and the Risk Management Working Committee of each of our subsidiaries manage the subsidiary-specific risks by establishing and managing risk limits in more detail by type of risk and type of product for each department and division within such subsidiary. Further details follow.

At the holding company level:

 

  

Group Risk Management Committee — The Group Risk Management Committee consists of three outside directors of our holding company. The Group Risk Management Committee convenes at least quarterly and on anad hocbasis as needed. Specifically, the Group Risk Management Committee does

the following: (i) establish the overall risk management policies consistent with management strategies, (ii) set reasonable risk limits for the entire group and each of our subsidiaries, (iii) approve appropriate investment limits or permissible loss limits, (iv) enact and amend risk management regulations, and (v) decide other risk management-related issues the board of directors or the Group Risk Management

Committee sees fit to discuss. The results of the Group Risk Management Committee meetings are reported to the board of directors of our holding company. The Group Risk Management Committee makes decisions through affirmative votes by a majority of the committee members.

 

  Group Risk Management Council — Comprised of the Group Chief Risk Officer, Group Risk Management Team head, and Chief Risk Officers of each of our subsidiaries, the Group Risk Management Council provides a forum for risk management executives from each subsidiary to discuss our group-wide risk management guidelines and strategy in order to maintain consistency in the group-wide risk policies and strategies.

 

  Group Chief Risk Officer — The Group Chief Risk Officer assists the Group Risk Management Committee by implementing the risk policies and strategies as well as ensuring consistency in the risk management systems of our subsidiaries. Furthermore, the Group Chief Risk Officer evaluates the Chief Risk Officer of each subsidiary in addition to monitoring the risk management practices of each subsidiary.

 

  Group Risk Management Team — This team provides support and assistance to the Group Chief Risk Officer in carrying out his or her responsibilities.

At the subsidiary level:

 

  Risk Management Committee — In order to maintain group-wide risk at an appropriate level, we have established a hierarchical risk limit system where the Group Risk Management Committee establishes risk limits for us and our subsidiaries, and each of our subsidiaries establishes and manages risk limits in more detail by type of risk and type of product for each department and division within such subsidiary. In accordance with the group risk management policies and strategies, the Risk Management Committee at the subsidiary level establishes its own risk management policies and strategies in more detail and the respective risk management department implements those policies and strategies.

 

  Risk Management Team— The Risk Management Team, operating independently from the business units of each of our subsidiaries, monitors, assesses, manages and controls the overall risk of its operations and reports all major risk-related issues to the Group Risk Management Team at the holding company level, which then reports to the Group Chief Risk Officer.

The following is a flowchart of our risk management system at the holding company level and the subsidiary level.

 

LOGOLOGO

Credit Risk Management

Credit risk, which is the risk of loss from default by borrowers, other obligors or other counterparties to the transactions that we have entered into, is ourthe greatest risk.risk we face. Our credit risk management encompasses all areas of credit that may result in potential economic loss, including not just transactions that are recorded on our balance sheets, but also off-balance-sheet transactions such as guarantees, loan commitments and derivatives transactions. A substantial majority of our credit risk relates to the operations of Shinhan Bank and Shinhan Card.

Credit Risk Management of Shinhan Bank

Shinhan Bank’s credit risk management is guided by the following principles:

 

achieve a profit level corresponding to the level of risks involved;

 

improve asset quality and achieve an optimal mix of asset portfolios;

 

avoid excessive loan concentration in a particular borrower or sector;

 

closely monitor the borrower’s ability to repay the debt; and

 

provide financial support to advance the growth of select customers.

Major policies for Shinhan Bank’s credit risk management, including Shinhan Bank’s overall credit risk management plan and credit policy guidelines, are determined by the Risk Policy Committee of Shinhan Bank, the executive decision-making body for management of credit risk. The Risk Policy Committee is headed by the Chief Risk Officer, and also comprises of the Chief Credit Officer and the heads of each business.business unit. In order to separate the loan approval functions from credit policy decision-making, Shinhan Bank has a Credit Review Committee that performs credit review evaluations with a focus on improving the asset quality of and profitability from the loans being made, and operates separately from the Risk Policy Committee. Both the Risk Policy Committee and the Credit Review Committee make decisions by a vote of two-thirds or more of the attending members of the respective committees, which must constitute at least two-thirds of the respective committee members to satisfy the respective quorum.

Shinhan Bank complies with credit risk management procedures pursuant to internal guidelines and regulations and continually monitors and improves these guidelines and regulations. Its credit risk management procedures include:

 

credit evaluation and approval;

 

credit review and monitoring; and

 

credit risk assessment and control.

Credit Evaluation and Approval

All loan applicants and guarantors are subject to credit evaluation before approval of any loans. Credit evaluation of loan applicants are carried out by the relevant lending approval authoritysenior officers of Shinhan Bank.Bank specifically charged with granting loan approvals. Loan evaluation is carried out by a group rather than by an individual reviewer through an objective and deliberative process. Credit ratings of loan applicants and guarantors influence loan interest rates, the level of internal approval authority,required, credit exposure limits, calculation of potential losses and estimated cost of capital, and therefore are determined objectively and independently by the relevant business unit. Shinhan Bank uses a credit scoring system for retail loans and a credit-risk rating system for corporate loans.

Each of Shinhan Bank’s borrowers is assigned a credit rating, which is based on a comprehensive internal credit evaluation system that considers a variety of criteria. For retail borrowers, the credit rating takes into account the borrower’s biographic details, past dealings with Shinhan Bank and external credit rating information, among other things. For corporate borrowers, the credit rating takes into account financial indicators

as well as non-financial indicators such as industry risk, operational risk and management risk, among other things. The credit rating, once assigned, serves as the fundamental instrument for Shinhan Bank’s credit risk management, and is applied to a wide range of credit risk management processes, including credit approval, credit limit management, loan pricing and computation of allowance for loan losses. Shinhan Bank has separate credit evaluation systems for retail customers, SOHO customers and corporate customers, which are further segmented and refined to meet Basel II requirements, which requirements have not changed under Basel III. See “Item 5.A. Operating Results — Critical Accounting Policies — Impairment of Financial Assets — Allowance for Loan Losses.”

Retail Loans

Loan applications for retail loans are reviewed in accordance with Shinhan Bank’s credit scoring system and the objective statistics models for secured and unsecured loans maintained and operated by Shinhan Bank’s Retail Banking Division. Shinhan Bank’s credit scoring system is an automated credit approval system used to evaluate loan applications and determine the appropriate pricing for the loan, and takes into account factors such as a borrower’s personal information, transaction history with Shinhan Bank and other financial institutions and other relevant credit information. The applicant is assigned a score, which is used to determine (i) whether to approve the applicant’s loan, (ii) the amount of loan to be granted, and (iii) the interest rates thereon. The applicant’s score also determines whether the applicant is approved for credit, conditionally approved, subject to further assessment, or denied. If the applicant becomes subject to further assessment, the appropriate discretionary body, either at the branch level or at the headquarter level, makes a reassessment based on qualitative as well as quantitative factors, such as credit history, occupation and past relationship with Shinhan Bank.

For mortgage and home equity loans and loans secured by real estate, Shinhan Bank evaluates the value of the real estate offered as collateral using a proprietary database, which contains information about real estate values throughout Korea. In addition, Shinhan Bank uses up-to-date information provided by third parties regarding the real estate market and property values in Korea. While Shinhan Bank uses internal staff from the processing centers to appraise the value of the real estate collateral, Shinhan Bank also hires certified appraisers

to review and co-sign the appraisal value of real estate collateral that have an appraisal value exceedingW53 billion, as initially determined by the processing centers. Shinhan Bank also reevaluates internally, on a summary basis, the appraisal value of collateral at least every year.

For loans secured by securities, deposits or other assets other than real estate, Shinhan Bank requires borrowers to observe specified collateral ratios in respect of secured obligations.obligations.

Corporate Loans

Shinhan Bank rates all of its corporate borrowers using internally developed credit evaluation systems. These systems consider a variety of criteria (quantitative, qualitative, financial and non-financial) in order to standardize credit decisions and focus on the quality of borrowers rather than the size of loans. The quantitative considerations include the borrower’s financial and other data, while the qualitative considerations are based on the judgment of Shinhan Bank’s credit officers as to the borrower’s ability to repay. Financial considerations include financial variables and ratios based on customer’s financial statements, such as return on assets and cash flow to total debt ratios, and non-financial considerations include, among other things, the industry to which the borrower’s businesses belong, the borrower’s competitive position in its industry, its operating and funding capabilities, the quality of its management and controlling stockholders (based in part on interviews with its officers and employees), technological capabilities and labor relations.

In addition, in order to enhance the accuracy of its internal credit reviews, Shinhan Bank also considers reports prepared by external credit rating services, such as Nice Information Service and Korea Enterprise Data, and monitors and improves the effectiveness of the credit risk-rating systems using a database that it updates continually with actual default records.

Based on the scores calculated under the credit rating system, which takes into account the evaluation criteria described above and the probability of default, Shinhan Bank assigns the borrower one of 2023 grades (from the highest of AAA to the lowest of D)D3). Grades AA through B are further broken down into “+,, “0” or “-“-.. Grades AAA through B- are classified as normal, grade CCC precautionary, and grades CC through DD3 non-performing. The credit risk-rating model is further differentiated by the size of the corporate borrower and the type of credit facilities.

Loan Approval Process

Loans are generally approved after evaluations and approvals by the relationship manager at the branch level as well as the committee of the applicable business unit at Shinhan Bank. The approval limit for retail loans is made based on Shinhan Bank’s automated credit scoring system. In the case of large corporate loans, approval limits are also reviewed and approved by a Credit Officer at the headquarter level. Depending on the size and the importance of the loan, the approval process is further reviewed by the Credit Officer Committee or the Master Credit Officer Committee. If the loan is considered significant or the amount exceeds the discretion limit of the Master Credit Officer Committee, further evaluation is made by the Credit Review Committee, which is Shinhan Bank’s highest decision-making body in relation to credit approval. The Credit Review Committee’s evaluation and approval of loan limits vary depending on the credit ratings of the borrowers as determined by Shinhan Bank’s internal credit rating system. For example, for borrowers with a credit rating of B-, the Credit Review Committee evaluates and approves unsecured loans in excess ofW10 billion and secured loans in excess ofW15 billion, whereas for borrowers with a credit rating of AAA, the Credit Review Committee evaluates and approves unsecured loans in excess ofW40 billion and secured loans in excess ofW90 billion. The Credit Review Committee holds at least two meetings a week to approve applications for large-sized loans whose principal amounts exceed prescribed levels set by it.

The chart below summarizes the credit approval process of our banking operation. The ChiefMaster Credit Officer and the Head of Business Division do not make individual decisions on loan approval, but are part of the decision-making process at the group level.

 

LOGOLOGO

The reviewer at each level of the review process may in its discretion approve loans up to a maximum amount per loan assigned to such level. The discretionary loan approval limit for each level of the loan approval process takes into account the total amount of loans extended to the borrower, the credit level of the applicant based on credit review, the existence and value of collateral and the level of credit risk established by the credit rating system. The discretionary loan amount approval limit ranges fromW30 million for unsecured retail loans with a credit rating of B-,which are subject to approvals by the retail branch manager, toW90 billion for secured loanssecuredloans with a credit rating of AAA, which are subject to approvals by the Master Credit Officer Committee. Any loans exceeding the maximum discretionary loan amount approval limit must be approved by the Credit Review Committee.

Credit Review and Monitoring

Shinhan Bank continually reviews and monitors existing credit risks primarily with respect to borrowers. In particular, Shinhan Bank’s automated early warning system conducts daily examination for borrowers using over 192193 financial and non-financial factors, and the relationship manager and the credit officer must conduct periodic loan review and report to an independent loan review team which analyzes in detail the results and adjusts credit ratings accordingly. Based on these reviews, Shinhan Bank adjusts a borrower’s credit rating, credit limit, applied interest rates and credit policies. In addition, the group credit rating of the borrower’s group, if applicable, may be adjusted following a periodic review of the main debtor groups, mostly comprised ofchaebols, as identified by the Governor of the Financial Supervisory Service based on their outstanding credit exposures, of which 5463 were identified as such as of December 31, 2014.2015. Shinhan Bank also continually reviews other factors, such as industry-specific conditions for the borrower’s business and its domestic and overseas asset base and operations, in order to ensure that the assigned ratings are appropriate. The Credit Review Department provides credit review reports, independent of underwriting, to the Chief Risk Officer on a monthly basis.

The early warning system performs automatic daily checks for borrowers to whom Shinhan Bank has more thanW1 billion of total exposure orW500 million of credit exposure. When the early warning system detects a warning signal, the results of such monitoring are reviewed by the Credit Review Department in the case of a borrower to whom Shinhan Bank has more thanW2 billion of exposure, and the relationship manager and the Credit Officer in the case of a borrower to whom Shinhan Bank hasW2 billion or less of exposure. In addition, Shinhan Bank carries out a planned review of each borrower in accordance with changing credit risk factors based on the changing economic environment. The results of such planned review are continually reported to the Chief Risk Officer of Shinhan Bank.

The early warning system performs automatic daily checks for borrowers to whom Shinhan Bank has more thanW1 billion of total exposure (which represents the total outstanding amount due from a borrower, net of collateral for deposit, installment savings, guarantees and import guarantee money) orW500 million of net credit

exposure (which represents total exposure net of effective collateral). When the early warning systems detects a warning signal, such signal and other findings from the monitoring are reviewed by the Credit Review Department in the case of a borrower to whom Shinhan Bank has more thanW2 billion of exposure, and by the relationship manager and the Credit Officer in the case of a borrower to whom Shinhan Bank has less thanW2 billion or less of exposure. In addition, Shinhan Bank carries out a preemptive review of each borrower in accordance with changes in credit risk factors based on changes in the economic environment. The results of such preemptive review are continually reported to the Chief Risk Officer of Shinhan Bank.

Depending on the nature of the signals detected by the early warning system, a borrower may be classified as “deteriorating credit” and become subject to evaluation for a possible downgrade in rating, or may be initially classified as “showing early warning signs” or become reinstated to the “normal borrower” status. For borrowers classified as “showing early warning signs”,signs,” the relevant relationship manager gathers information and conducts a review of the borrower to determine whether the borrower should be classified as a deteriorating credit or whether to impose management improvement warnings or implement joint creditors’ management. If the borrower becomes non-performing, Shinhan Bank’s collection department directly manages such borrower’s account in order to maximize recovery rate, and conducts auctions, court proceedings, sale of assets or corporate restructuring as needed.

Pursuant to the foregoing credit review and monitoring procedures and in order to promptly prevent deterioration of loan qualities, Shinhan Bank classifies potentially problematic borrowers into (i) borrowers that show early warning signals, (ii) borrowers that require precaution, (iii) borrowers that require observation and (iv) normal borrowers, and treats them differentially accordingly.

In order to curtail delinquency among its corporate customers, Shinhan Bank takes primarily the following measures: (i) systematic monitoring of borrowers with sizable outstanding loans, (ii) heightened monitoring of

borrowers with bad credit history and/or belonging to troubled industries and (iii) assignment of industry-specific lending caps, as adjusted for whether specific industries are particularly sensitive to general business cycles and/or are troubled at a given time.

Systematic monitoring of borrowers with sizable outstanding loans. Shinhan Bank currently applies a heightened monitoring system to corporate borrowers with outstanding loans (other than guaranteed loans and loans secured by specified types of collaterals such as deposits with us or letters of credit) in the aggregate amount ofW1 billion or more and borrowers with net outstanding loans (i.e., the outstanding loan amount minus the fair value of collaterals (other than as aforesaid) securing such loans) in the aggregate amount ofW500 million or more. Under this monitoring system, each such borrower is assigned one of the following ratings:

 

“Normal borrower” — a borrower with a credit rating of B- or above that are deemed to carry a low risk of default;

 

“Borrower that requires observation” — a borrower that carries some risk of potential default and therefore requires periodic monitoring to detect any elevation of such risk;

 

“Borrower that requires precaution” — a borrower with an elevated risk of default and therefore requires detailed reassessment of the credit quality of such borrower and precaution in extending any further loans;

 

“Borrower with early warning signs” — a borrower with a high level of default risk; and

 

“Problematic or reorganized borrower” — a borrower currently in default and either subject to workout or restructuring or showing no signs of recovery.

Shinhan Bank conducts systematic monitoring of the foregoing borrowers at intervals depending on the borrower’s credit rating (for example, every 12 months for “normal” borrowers with a credit rating of AAA to A, every nine months for “normal” borrowers with a credit rating of A- to BBB+, every six months for a credit rating of BBB to B- and every three months for borrowers with a credit rating of CCC or below and borrowers

not deemed to be “normal”). In addition, the loan reviewer may request more frequent monitoring if the borrower is showing signs of deteriorating credit quality. For borrowers with outstanding loan amounts ofW2 billion or more, Shinhan Bank also monitors the revenues and earnings of such borrower on a quarterly basis within 10 weeks following the end of each quarter.

Heightened monitoring of borrowers with bad credit history and/or belonging to troubled industries. In addition to the systematic monitoring discussed above, Shinhan Bank also carries out additional monitoring for borrowers that, among others, (i) are rated as “requiring observation”,observation,” “requiring precaution” or “with early warning signs” as noted above, (ii) have prior history of delinquency or restructuring or (iii) have borrowings that are classified as substandard or below. Based on the heightened monitoring of these borrowers, Shinhan Bank adjusts contingency planning as to how the overall asset quality of a specific industry should change for each phase of the business cycle, how Shinhan Bank should limit or reduce its exposure to such borrowers, and how our group-wide delinquency and non-performing ratio would change, among other things.

Assignment of industry-specific lending caps. Shinhan Bank currently classifies loans to corporate borrowers by industry, and caps the aggregate amount of loans to each industry, which amount varies depending on the respective industry forecasts and industry-specific loan default rates, among other factors. By doing so, Shinhan Bank seeks to avoid concentration of loans in risky industries and subject loans to risky industries to heightened monitoring and risk management.

Shinhan Bank currently places the following industries with relatively high risk profiles on the “intensive management” watch list for heightened monitoring and management: real estate supply, leasing and service; restaurants; lodging; construction; shipbuilding; shipping; non-metallic minerals and golf operation. For each of these industries, Shinhan Bank enforces a conservative cap on the aggregate amount of loans to such industry,

and the business units responsible for exceeding such limits are penalized in their performance evaluations, which would have a negative impact on the pay and promotion of the employees belonging to such units.

Credit Risk Assessment and Control

In order to assess credit risk in a systematic manner, Shinhan Bank has developed and upgraded systems designed to quantify credit risk based on selection and monitoring of various statistics, including delinquency rate, non-performing loan ratio, expected loan loss and weighted average risk rating.

Shinhan Bank controls loan concentration by monitoring and managing loans at two levels: portfolio level and individual loan account level. In order to maintain portfolio-level credit risk at an appropriate level, Shinhan Bank manages its loans using value-at-risk (“VaR”) limits for the entire bank as well as for each of its business units. In order to prevent concentration of risk in a particular borrower or borrower class, Shinhan Bank also manages credit risk by borrower, industry, country and other detailed categories.

Shinhan Bank measures credit risk using internally accumulated data. Shinhan Bank measures expected and unexpected losses with respect to total assets monthly, which Shinhan Bank refers to when setting risk limits for, and allocating capital to, its business groups. Expected loss is calculated based on the probability of default, the loss given default, the exposure at default and the past bankruptcy rate and recovery rate, and Shinhan Bank provides allowance for loan losses accordingly. Shinhan Bank makes provisioning at a level which is the higher of the Financial Supervisory Service requirement or Shinhan Bank’s internal calculation. Unexpected loss is predicted based on VaR, which is used to determine compliance with the aggregate credit risk limit for Shinhan Bank as well as the credit risk limit for the relevant department within Shinhan Bank. Shinhan Bank uses the Advanced Internal Rating-Based (“AIRB”) method as proposed by the Basel Committee to compute VaR at the account-specific level as well as to measure risk adjusted performance.

Credit Risk Management of Shinhan Card

Major policies for Shinhan Card’s credit risk management are determined by Shinhan Card’s Risk Management Council, and Shinhan Card’s Risk Management Committee is responsible for approving them.

Shinhan Card’s Risk Management Council is headed by the Chief Risk Officer, and also comprises of the heads of each business unit, supporting unit and relevant department at Shinhan Card. Shinhan Card’s Risk Management Council convenes at least once every month and may also convene on anad hocbasis as needed. Shinhan Card’s Risk Management Committee is comprised of three Non-Standing Directors. Shinhan Card’s Risk Management Committee convenes at least once every quarter and may also convene on anad hocbasis as needed.

The risk of loss from default by the cardholders or credit card loan borrowers is Shinhan Card’s greatest credit risk. Shinhan Card manages its credit risk based on the following principles:

 

achieve profit at a level corresponding to the level of risks involved;

 

improve asset quality and achieve an optimal mix of asset portfolios; and

 

closely monitor borrower’s ability to repay the debt.

Credit Card Approval Process

Shinhan Card uses an automated credit scoring system to approve credit card applications or credit card authorizations. The credit scoring system is divided into two sub-systems: the behavior scoring system and the application scoring system. The behavior scoring system is based largely on the credit history of the cardholder or borrower, and the application scoring system is based largely on personal information of the applicant. For credit card applicants with whom we have an existing relationship, Shinhan Card’s credit scoring system considers internally gathered information such as the ability to repay, total assets, the length of the existing

relationship and the applicant’s contribution to Shinhan Card’s profitability. The credit scoring system also automatically conducts credit checks on all credit card applicants. Shinhan Card gathers information about the applicant’s transaction history with financial institutions, including banks and credit card companies, from a number of third party credit reporting agencies including, among others, National Information & Credit Evaluation Inc. and Korea Credit Bureau. These credit checks reveal a list of the delinquent customers of all credit card issuers in Korea.

If a credit score assigned to an applicant is above the minimum threshold, the application is approved unless overridden based on other considerations such as delinquencies with other credit card companies. For a credit card application by a long-standing customer with a good credit history, Shinhan Card may, on a discretionary basis, approve the application notwithstanding the assigned credit score unless overridden by other considerations. All of these factors also serve as the basis for setting a credit limit for approved applications.

The following describes the process of how Shinhan Card sets credit limits for credit cards, cash advances and card loans:

 

  Credit purchase and cash advance limits — These limits are set based on the applicant’s limit request and Shinhan Card’s credit screening criteria. Unless a cardholder requests a reduction in the credit purchase and/or cash advance limit, Shinhan Card is required to provide prior notice to the cardholder for any reduction in such cardholder’s limit. However, if the accountholder defaults or the cardholder’s credit limit is reduced according to the terms of the card agreement, Shinhan Card may lower the credit limit before notifying the accountholder.

 

  Card loan limit — This limit is set monthly by Shinhan Card based on the cardholder’s credit rating and transaction history. The card loan limit can be adjusted monthly based on the cardholder’s credit standing without prior notification.

Monitoring

Shinhan Card continually monitors all cardholders and accounts using a behavior scoring system. The behavior scoring system predicts a cardholder’s payment pattern by evaluating the cardholder’s credit history,

card usage and amounts, payment status and other relevant data. The behavior score is recalculated each month and is used to manage the accounts and approval of additional loans and other products to the cardholder. Shinhan Card also uses the scoring system to monitor its overall risk exposure and to modify its credit risk management strategy.

Loan Application Review and On-going Credit Review

When reviewing new applications and conducting an ongoing credit review for retail loans, installment purchase loans and personal leases, Shinhan Card uses criteria substantially similar to those used in the credit underwriting system and the credit review system for cardholders. For retail loans, installment purchase loans and personal leases to existing cardholders, Shinhan Card reviews their card usage history in addition to other factors such as their income, occupation and assets.

Fraud Loss Prevention

Shinhan Card seeks to minimize losses from the fraudulent use of credit cards issued by it. Shinhan Card focuses on preventing fraudulent uses and, following the occurrence of a fraudulent use, makes investigations in order to make the responsible party bear the losses. Misuses of lost credit cards account for a substantial majority of Shinhan Card’s fraud-related losses. Through its fraud loss prevention system, Shinhan Card seeks to detect, on a real-time basis, transactions that are unusual or inconsistent with prior usage history and calls are made to the relevant cardholders to confirm their purchases. A team at Shinhan Card dedicated to investigating fraud losses also examines whether the cardholder was at fault by, for example, not reporting a lost card or failing to

endorse the card, or whether the relevant merchant was negligent in checking the identity of the user. Fault may also lie with delivery companies that fail to deliver credit cards to the relevant applicant. In such instances, Shinhan Card attempts to recover fraud losses from the responsible party. To prevent misuse of a card as well as to manage credit risk, Shinhan Card’s information technology system will automatically suspend the use of a card (i) when, as a result of ongoing monitoring, fraudulent use or loss of the card is suspected based on the accountholder’s credit score, or (ii) at the request of the accountholder.

Approximately 80% 90%of Shinhan Card’s cardholders consent to Shinhan Card’s accessing their travel records to detect any misuse of credit cards while they are traveling abroad. Shinhan Card also offers cardholders additional fraud protection through a fee-based texting service. At the cardholder’s option, Shinhan Card notifies the cardholder of any credit card activity in his or her account by sending a text message to his or her mobile phone. This notification service allows customers to quickly and easily identify any fraudulent use of their credit cards.

Credit Risk Management of Shinhan Investment

In accordance with the guidelines of the Financial Supervisory Service, Shinhan Investment assesses its credit risks (including through VaR analyses) and allocates the maximum limit for the credit amount at risk by department. Shinhan Investment also assesses the counterparty risks in all credit-related transactions, such as loans, acquisition financings and derivative transactions and takes corresponding risk management measures. In assessing the credit risk of a corporate counterparty, Shinhan Investment considers such counterparty’s corporate credit rating obtained from Shinhan Bank’s internal corporate rating database. Through its risk management system, Shinhan Investment also closely monitors credit risk exposures by counterparty, industry, conglomerates, credit ratings and country. Shinhan Investment conducts credit risk stress tests on a daily basis based on probability of default and also conducts more advanced stress tests from time to time, the results of which are then reported to its management as well as the Group Chief Risk Officer to support group-wide credit risk management.

Market Risk Management

Market risk is the risk of loss generated by fluctuations in market prices such as interest rates, foreign exchange rates and equity prices. The principal market risks to which we are exposed are interest rate risk and, to a lesser extent, foreign exchange risk and equity price risk. These risks stem from our trading and non-trading activities relating to financial instruments such as loans, deposits, securities and financial derivatives. We divide market risk into risks arising from trading activities and risks arising from non-trading activities.

Our market risks arise primarily from Shinhan Bank, and to a lesser extent, Shinhan Investment, our securities trading and brokerage subsidiary, which faces market risk relating to its trading activities.

Shinhan Bank’s Risk Management Committee establishes overall market risk management principles for both the trading and non-trading activities of Shinhan Bank. Based on these principles, the Risk Policy Committee acts as the executive decision-making body in relation to Shinhan Bank’s market risks in terms of setting its risk management policies and risk limits in relation to market risks and assets and controlling market risks arising from trading and non-trading activities of Shinhan Bank. ThisThe Risk Policy Committee consists of the deputy presidents in charge of Shinhan Bank’s seven business groups which includesand Shinhan Bank’s Chief Risk Officer and the Chief Financial Officer. At least on a monthly basis, the Risk Policy Committee reviews and approves reports relating to, among others, the position and VaR ofwith respect to Shinhan Bank’s trading activities and the position, VaR, duration gap and market value analysis and net interest income simulation ofwith respect to itsnon-trading activities. In addition, Shinhan Bank’s Risk Management Department comprehensively manages market risks on an independent basis from Shinhan Bank’s operating departments, and functions as the middle office of Shinhan Bank. Shinhan Bank measures market risk with respect to all assets and liabilities in bank accounts and trust accounts in accordance with the regulations promulgated by the Financial Services Commission.

Shinhan Investment manages its market risk based on its overall risk limit established by its risk management committee as well as the risk limits and detailed risk management guidelines for each product and department established by its Risk Management Working Committee. Shinhan Investment’s Risk Management Working Committee is the executive decision-making body for managing market risks related to Shinhan Investment, and determines, among other things, Shinhan Investment’s overall market risk management policies and strategies, and assesses and approves trading activities and limits. In addition, Shinhan Investment’s Risk Management Department manages various market risk limits and monitors operating conditions on an independent basis from Shinhan Investment’s operating departments. Shinhan Investment assesses the adequacy of these limits at least annually. In addition, Shinhan Investment assesses the market risks of its trading assets. The assessment procedure is based on the standard procedures set by the Financial Supervisory Service as well as an internally developed model. Shinhan Investment assesses the risk amount and VaR, and manages the risk by setting a risk limit per sector as well as a VaR limit.

Shinhan Life Insurance manages its market risk based on its overall risk limit established by its risk management committee. Shinhan Life Insurance manages market risk in regard to assets that are subject to trading activities and foreign exchange positions.

Shinhan Card does not have any assets with significant exposure to market risks and therefore does not maintain a risk management policy with respect to market risks.

We use financial information prepared on a separate basis according to IFRS for the market risk management of our subsidiaries and, unless otherwise specified herein, financial information in this annual report presented for quantitative market risk disclosure relating to our subsidiaries have been prepared in accordance with IFRS on a separate basis.

Market Risk Exposure from Trading Activities

Shinhan Bank’s trading activities principally consist of:

 

trading activities to realize short-term profits from trading in the equity and debt securities markets and the foreign currency markets based on Shinhan Bank’s short-term forecast of changes in market situation and customer demand, for its own account as well as for the trust accounts of Shinhan Bank’s customers; and

 

trading activities primarily to realize profits from arbitrage transactions involving derivatives such as swaps, forwards, futures and options, and, to a lesser extent, to sell derivative products to Shinhan Bank’s customers and to cover market risk associated with those trading activities.

Shinhan Investment’s trading activities principally consist of trading for customers and for proprietary accounts equity and debt securities and derivatives based on stock prices, stock indexes, interest rates, foreign currency exchange rates and commodity prices.

As a result of these trading activities, Shinhan Bank is exposed principally to interest rate risk, foreign currency exchange rate risk and equity risk, and Shinhan Investment is exposed principally to equity risk and interest rate risk.

Interest Rate Risk

Shinhan Bank’s exposure to interest rate risk arises primarily from Won-denominated debt securities, directly held or indirectly held through beneficiary certificates, and, to a lesser extent, from interest rate derivatives. Shinhan Bank’s exposure to interest rate risk arising from foreign currency-denominated trading debt securities is minimal since its net position in those securities is not significant. As Shinhan Bank’s trading accounts are marked-to-market daily, it manages the interest rate risk related to its trading accounts using VaR, a market value-based tool.

Shinhan Investment’s interest rate risk arises primarily from management of its interest rate-sensitive asset portfolio, which mainly consists of debt securities, interest rate swaps and government bond futures, and the level of such risk exposure depends largely on the variance between the interest rate movement assumptions built into the asset portfolio and the actual interest rate movements and the spread between a derivative product and its underlying assets. Shinhan Investment quantifies and manages the interest rate-related exposure by daily conducting VaR and stress tests on a marked-to-market basis.

Foreign Currency Exchange Rate Risk

Shinhan Bank’s exposure to foreign currency exchange rate risk mainly relates to its assets and liabilities, including derivatives such as foreign currency forwards and futures and currency swaps, which are denominated in currencies other than the Won. Shinhan Bank manages foreign currency exchange rate risk, on a consolidated basis, including the corresponding risks faced by its overseas branches, on a consolidated basis by covering all of its foreign exchange spot and forward positions in both trading and non-trading accounts.

Shinhan Bank’s net foreign currency open position represents the difference between its foreign currency assets and liabilities as offset against forward foreign currency positions, and is Shinhan Bank’s principal exposure to foreign currency exchange rate risk. The Risk Policy Committee oversees Shinhan Bank’s foreign currency exposure for both trading and non-trading activities by establishing limits for the net foreign currency open position, loss limits and VaR limits. Shinhan Bank centrally monitors and manages its foreign exchange positions through its FX & Derivatives Department. Dealers in the FX & Derivatives Department manage Shinhan Bank’s overallconsolidated position within preset limits through spot trading, forward contracts, currency options, futures and swaps and foreign currency swaps. Shinhan Bank sets a limit for net open positions by currency. The limits for currencies other than the U.S. Dollar, Japanese Yen, Euro and Chinese Yuan are set in a conservative manner in order to minimize trading in such currencies.

Shinhan Investment faces foreign currency exchange rate risk in relation to the following product offerings: currency forwards, currency swaps and currency futures. Shinhan Investment centrally monitors and manages transactions involving such products through its Fixed Income, Currency & Commodities Departments. Shinhan Investment’s Risk Management Working Committee, which is delegated with the authority to approve foreign currency-related transactions and limits on the related open positions, manages the related foreign exchange risk by setting nominal limits on the amounts of foreign exchange-related products and monitoring compliance with such limits on a daily basis. As of December 31, 2014,2015, Shinhan Investment’s net open position related to foreign currency-related products was US$(13.8)(116.6) million, and its open positions related to the sale of Won-U.S. Dollar forwards and Won-U.S. dollarDollar futures were US$(450.6)(356.8) million and US$195.6129.0 million, respectively.

Shinhan Capital faces considerable foreign currency exchange rate exposure in respect of its leasing business, but maintains its net exposure below US$1015 million by hedging its foreign exchange positions using forwards and currency swaps.

The net open foreign currency positions held by our other subsidiaries are insignificant.

The following table shows Shinhan Bank’s net foreign currency open positions as of December 31, 2012, 2013, 2014 and 2014.2015. Positive amounts represent long exposures and negative amounts represent short exposures.

 

   As of December 31, 

Currency

  2012   2013   2014 
   (In millions of US$) 

U.S. Dollars

  US$165.5    US$53.1    US$101.6  

Japanese Yen

   (54.6   (54.7   (72.4

Euro

   2.2     1.8     (1.5

Others

   668.4     698.3     614.8  
  

 

 

   

 

 

   

 

 

 

Total

US$781.7  US$698.5  US$642.6  
  

 

 

   

 

 

   

 

 

 

   As of December 31, 

Currency

  2013   2014   2015 
   (In millions of US$) 

U.S. Dollars

  $53.1    $101.6    $(24.2

Japanese Yen

   (54.7   (72.4   9.6  

Euro

   1.8     (1.5   (1.2

Others

   698.3     614.8     784.2  
  

 

 

   

 

 

   

 

 

 

Total

  $698.5    $642.6    $768.5  
  

 

 

   

 

 

   

 

 

 

Equity Risk

Shinhan Bank’s equity risk related to trading activities mainly involves trading equity portfolios of Korean companies and Korea Stock Price Index futures and options. The trading equity portfolio consists of stocks listed on the KRX KOSPI Market or the KRX KOSDAQ Market of the Korea Exchange and nearest-month or second nearest-month futures contracts under strict limits on diversification as well as limits on positions. Shinhan Bank maintains strict scrutiny of these activities in light of the volatility in the Korean stock market and closely monitors the loss limits and the observance thereof. Although Shinhan Bank holds a substantially smaller amount of equity securities than debt securities in its trading accounts, the VaR of trading account equity risk is generally higher than that of trading account interest rate risk due to high volatility in the value of equity securities. As of December 31, 2012, 2013, 2014 and 2014,2015, Shinhan Bank heldW165.464.6 billion,W64.660.7 billion andW60.776.8 billion, respectively, of equity securities in its trading accounts (including the trust accounts).

Shinhan Investment’s equity risk related to trading activities also mainly involves the trading of equity portfolio of Korean companies and Korea Stock Price Index futures and options. As of December 31, 2012, 2013, 2014 and 2014,2015, the total amount of equity securities at risk held by Shinhan Investment wasW15.816.1 billion,W16.149.1 billion andW49.130.1 billion, respectively.

Equity positions held by our other subsidiaries are insignificant.

Management of Market Risk from Trading Activities

The following table presents an overview of market risk, measured by VaR, from trading activities of Shinhan Bank and Shinhan Investment, respectively, as of and for the year ended and as of December 31, 2014.2015. For market

risk management purposes, Shinhan Bank includes in the computation of total VaR its trading portfolio in bank accounts and assets in trust accounts, in each case, for which it guarantees principal or fixed return in accordance with the Financial Services Commission regulations.

 

  Trading Portfolio VaR for the Year 2014   Trading Portfolio VaR for the Year 2015 
  Average   Minimum   Maximum   As of
December 31, 2014
   Average   Minimum   Maximum   As of
December 31, 2014
 
  (In billions of Won)   (In billions of Won) 

Shinhan Bank:(1)

                

Interest rate

  W17.3    W8.7    W25.9    W13.4    W 37.3    W 33.8    W 43.7    W 36.0  

Foreign exchange(2)

   43.9     34.9     54.4     49.4     45.1     36.5     54.5     44.4  

Equities

   4.3     2.5     7.4     3.4     8.3     7.0     9.0     7.1  

Option volatility(3)

   0.2     0.1     0.3     0.1     0.4     0.3     0.6     0.3  

Less: portfolio diversification(4)

   (18.7   (5.2   (32.3   (13.3   (35.8   (25.9   (45.9   (30.7
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total VaR(5)

W47.0  W41.0  W55.5  W53.0    W 55.3    W 51.7    W 61.9    W 57.1  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Shinhan Investment:(1)

        

Interest rate

W9.00  W3.51  W30.06  W6.07    W 6.9    W2.7    W 16.5    W 7.3  

Equities

 7.53   3.39   14.68   14.44     19.4     10.2     64.7     19.1  

Foreign exchange

 3.69   0.65   17.35   5.23     5.7     2.9     10.9     7.5  

Option volatility(3)

 1.92   0.22   7.04   0.71     2.6     0.2     5.2     4.4  

Less: portfolio diversification(4)

 (7.73 (1.40 (38.17 (8.97   (11.7   (4.1   (32.1   (8.5
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total VaR

W14.41  W6.37  W30.97  W30.97    W 22.9    W 11.9    W 65.2    W 29.8  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Shinhan Bank and Shinhan Investment’s ten-day VaR is based on a 99.9% confidence level.
(2)Includes both trading and non-trading accounts as Shinhan Bank and Shinhan Investment manage foreign exchange risk on a total position basis.
(3)Volatility implied from the option price using the Black-Scholes or a similar model.

(4)Calculation of portfolio diversification effects is conducted on different days’ scenarios for different risk components. Total VaRs are less than the simple sum of the risk component VaRs due to offsets resulting from portfolio diversification.
(5)Includes trading portfolios in Shinhan Bank’s bank accounts and assets in trust accounts, in each case, for which it guarantees principal or fixed return.

Shinhan Bank generally manages its market risk from the trading activities of its portfolios on an aggregated basis. To control its trading portfolio market risk, Shinhan Bank uses position limits, VaR limits, stop loss limits, Greek limits and stressed loss limits. In addition, it establishes separate limits for investment securities. Shinhan Bank maintains risk control and management guidelines for derivative trading based on the regulations and guidelines promulgated by the Financial Services Commission, and measures market risk from trading activities to monitor and control the risk of its operating divisions and teams that perform trading activities. Shinhan Bank manages VaR measurements and limits on a daily basis based on automatic interfacing of its trading positions into its market risk measurement system. In addition, Shinhan Bank presets limits on loss, sensitivity, investment and stress for its trading departments and desks and daily monitors such limits and observance thereof.thereof on a daily basis.

Value-at-risk analysis. Shinhan Bank uses ten-day and one-day VaRs to measure its market risk. Shinhan Bank calculates (i) ten-day VaRs on a daily basis based on data for the previous 12 months for the holding periods of ten days and (ii) one-day VARsVaRs on a daily basis based on data for the previous 12 months for the holding periods of one day. A ten-day VaR and one-day VaR are statistically estimated maximum amounts of loss that can occur for ten days and one day, respectively, under normal market conditions. If a VaR is measured using a 99% confidence level, the actual amount of loss may exceed the expected VaR, on average, once out of every 100 business days, while if a VaR is measured using a 99.9% confidence level, the actual amount of loss may exceed the expected VaR, on average, once out of 1,000 business days.

Shinhan Bank currently uses the ten-day 99% confidence level-based VaR and stressed VARVaR for purposes of calculating the regulatory capital used in reporting to the Financial Supervisory Service. Stressed VaR reflects the potential significant loss in the current trading portfolio based on scenarios derived from a crisis simulation during the preceding 12 months. Shinhan Bank also uses the more conservative ten-day 99.9% confidence level-based VaR for purposes of calculating its “economic” capital used for internal management purposes, which is a concept used in determining the amount of Shinhan Bank’s requisite capital in light of the market risk. In addition, Shinhan Bank uses the one-day 99% confidence level-based VaR on a supplemental basis for purposes of setting and managing risk limits specific to each desk or team in its operating units as well as for back-testing purposes. For Shinhan Bank, the actual amount of losses (either actual or virtual) exceeded the one-day 99% confidence level-based VaR amount once in 2014, by 58% on December 16, 2014, and four times in 2015. The most recent losses exceeded the one-day 99% confidence level-based VaR amount twiceby 10% on October 12, 2015. Virtual losses represent the potential changes in 2013, by 23% on April 11, 2013 and by 73% on July 1, 2013, and once in 2014, by 58% on December 16, 2014.the value of portfolio when simulating the same portfolio with market variables of the next trading day.

Shinhan Investment currently uses the ten-day 99.9% confidence level-based historical VaR for purposes of calculating its “economic” capital used for internal management purposes. In addition, Shinhan Investment applies this VaR as a risk limit for the entire company as well as individual departments and products, and the adequacy of such VaR is reviewed by way of daily back-testing. When computing VAR, VaR,Shinhan Investment does not assume any particular probability distribution and calculates it through a simulation of the “full valuation” method basedmethodbased on changes of market variables such as stock prices, interest rates and foreign exchange rates in the past one year. For Shinhan Investment, the actual amount of losses (either actual or virtual) did not exceed the one-day 99% confidence level-based VaR amount in 2013, but exceeded such amount three times in 2014 and six times in 2015. The most recent losses exceeded the one-day 99% confidence level-based VaR amount by 5%, 21% and 49%20% on August 28, 2014, September 11, 2014 and November 6, 2014, respectively.24, 2015. The increased frequency of instances in which the amount of losses exceeded the VaR amount in 2015 was primarily because the stock market experienced unusually high volatility when such instances occurred.

Value-at-risk is a commonly used market risk management technique. However, VaR models have the following shortcomings:

 

VaR estimates possible losses over a certain period at a particular confidence level using past market movement data. Past market movement, however, is not necessarily a reliable indicator of future events, particularly those that are extreme in nature;

VaR may underestimate the probability of extreme market movements;

 

Shinhan Bank’s VaR models assume that a holding period of generally one to ten days is sufficient prior to liquidating the underlying positions, but such assumption regarding the length of the holding period may actually prove to be inadequate;

 

The 99.9% confidence level does not take into account or provide indication of any losses that might occur beyond this confidence level; and

 

VaR does not capture all complex effects of various risk factors on the value of positions and portfolios and could underestimate potential losses.

Currently, Shinhan Bank and Shinhan Investment conduct back-testing of VaR results against actual outcomes on a daily basis.

Shinhan Bank operates an integrated market risk management system which manages Shinhan Bank’s Won-denominated and foreign-denominated accounts. This system uses historical simulation to measure both linear risks arising from products such as equity and debt securities and nonlinear risks arising from other products including options. We believe that this system enables Shinhan Bank to generate elaborate and consistent VaR information and to perform sensitivity analysis and back testing in order to check the validity of the models on a daily basis. Shinhan Life also measures market risks based on a VaR analysis.

Stress test. In addition to VaR, Shinhan Bank performs stress tests to measure market risk. As VaR assumes normal market situations, Shinhan Bank assesses its market risk exposure to unlikely abnormal market fluctuations through the stress test. Stress test is a valuable supplement to VaR since VaR does not cover potential loss if the market moves in a manner thatwhich is outside Shinhan Bank’s normal expectations. Stress test projects the anticipated change in value of holding positions under certain scenarios assuming that no action is taken during a stress event to change the risk profile of a portfolio.

Shinhan Bank uses seven relatively simple but fundamental scenarios for stress test by taking into account four market risk components: foreign currency exchange rates, stock prices, and Won-denominated interest rates and foreign currency-denominated interest rates. For the worst case scenario, Shinhan Bank assumes instantaneous and simultaneous movements in four market risk components: appreciation of Won by 20%, a decrease in Korea Exchange Composite Index by 30% and increases in Won-denominated and U.S. Dollar-denominated interest rates by 200 basis points each, respectively. Under this worst-case scenario, the market value of Shinhan Bank’s trading portfolio would have declined byW317423 billion as of December 31, 2014.2015. Shinhan Bank performs stress test on a daily basis and reports the results to its Risk Policy Committee on a monthly basis and its Risk Management Committee on a quarterly basis.

Shinhan Investment uses nine scenarios for stress tests by taking into account four market risk components: stock prices (both in terms of stock market indices and ß-based individual stock prices), interest rates for Won-denominated loans, foreign currency exchange rates and implied volatility. As of December 31, 2014,2015, under the worst case scenario assuming a 1% point increase in the three-year government bond yield, the market value of Shinhan Investment’s trading portfolio would have fluctuated byW39.638.0 billion for one day.

Shinhan Life Insurance conducts a stress test annually based on a “bad” scenario and a “worst-case” scenario, and the results of the stress test include expected losses and impacts on capital adequacy. Shinhan Life Insurance takes preemptive measures on the basis of the results from its stress tests.

Shinhan Bank sets limits on stress testing for its overall operations. Shinhan Investment sets limits on stress testing for its overall operations as well as at its department level. Although Shinhan Life Insurance does not set any limits on stress testing, it monitors the impact of market turmoil or any abnormality.other abnormalities. In the case of Shinhan Bank, Shinhan Investment and Shinhan Life Insurance, if the potential impact is large, their respective Chief Risk Officer may request a portfolio restructuring or other proper action.

Hedging and Derivative Market Risk

The principal objective of our group-wide hedging strategy is to manage market risk within established limits. We use derivative instruments to hedge our market risk as well as to make profits by trading derivative products within preset risk limits. Our derivative trading includes interest rate and cross-currency swaps, foreign currency forwards and futures, stock index and interest rate futures, and stock index and currency options.

While we use derivatives for hedging purposes, derivative transactions by nature involve market risk since we take trading positions for the purpose of making profits. These activities consist primarily of the following:

 

arbitrage transactions to make profits from short-term discrepancies between the spot and derivative markets or within the derivative markets;

 

sales of tailor-made derivative products that meet various needs of our corporate customers, principally of Shinhan Bank and Shinhan Investment, and related transactions to reduce their exposure resulting from those sales;

 

taking positions in limited cases when we expect short-swing profits based on our market forecasts; and

 

trading to hedge our interest rate and foreign currency risk exposure as described above.

In relation to our adoption of IAS 39, “Financial Instruments: Recognition and Measurement,, we have implemented internal processes which include a number of key controls designed to ensure that fair value is measured appropriately, particularly where a fair value model is internally developed and used to price a significant product.

Shinhan Bank assesses the adequacy of the fair market value of a new product derived from its internal model prior to the launch of such product. The assessment process involves the following:

 

computation of an internal dealing system market value (based on assessment by the quantitative analysis team of the adequacy of the formula and the model used to compute the market value as derived from the dealing system);

 

computation of the market value as obtained from an outside credit evaluation company; and

 

following comparison of the market value derived from an internal dealing system to that obtained from outside credit evaluation companies, determination as to whether to use the internally developed market value based on inter-departmental consensus.

The dealing system market value, which is used officially by Shinhan Bank after undergoing the assessment process above, does not undergo a sampling process that confirms the value based on review of individual transactions, but is subject to an additional assessment procedure of comparing such value against the profits derived from the dealing systems based on the deal portfolio sensitivity.

Shinhan Investment follows an internal policy as set by its Fair Value Evaluation Committee for computing and assessing the adequacy of fair value of all of its over-the-counter derivative products. Shinhan Investment computes the fair value based on an internal model and internal risk management systems and assesses the adequacy of the fair value through cross-departmental checks as well as comparison against fair values obtained from outside credit evaluation companies.

See “Item 5.A. Operating Results — Critical Accounting Policies” and Note 3 of3of the notes to our consolidated financial statements.statements included in this annual report.

Market risk from derivatives is not significant since derivative trading activities of Shinhan Bank and Shinhan Investment are primarily driven by arbitrage and customer deals with highly limited open trading positions. Market risk from derivatives is also not significant for Shinhan Life Insurance as its derivative trading activities are limited to those within preset risk limits and are subject to heavy regulations imposed on the insurance industry. Market risk from derivatives is not significant for our other subsidiaries since the amount of such positions by our other subsidiaries is insignificant.

Market Risk Management for Non-trading Activities

Interest Rate Risk

Interest rate risk represents Shinhan Bank’s principal market risk from non-trading activities. Interest rate risk is the risk of loss resulting from interest rate fluctuations that adversely affect the financial condition and results of operations of Shinhan Bank. Shinhan Bank’s interest rate risk primarily relates to the differences between the timing of rate changes for interest-earning assets and that for interest-bearing liabilities.

Interest rate risk affects Shinhan Bank’s earnings and the economic value of Shinhan Bank’s net assets as follows:

 

  Earnings: interest rate fluctuations have an effect on Shinhan Bank’s net interest income by affecting its interest-sensitive operating income and expenses.

 

  Economic value of net assets: interest rate fluctuations influence Shinhan Bank’s net worth by affecting the present value of cash flows from the assets, liabilities and other transactions of Shinhan Bank.

Accordingly, Shinhan Bank measures and manages interest rate risk for non-trading activities by taking into account the effects of interest rate changes on both its income and net asset value. Shinhan Bank measures and manages interest rate risk on a daily and monthly basis with respect to all interest-earning assets and interest-bearing liabilities in Shinhan Bank’s bank accounts (including derivatives denominated in Won which are

principally interest rate swaps entered into for the purpose of hedging) and in trust accounts, except that Shinhan Bank measures VaRs on a monthly basis. Most of Shinhan Bank’s interest-earning assets and interest-bearing liabilities are denominated in Won.

Interest Rate Risk Management

The principal objectives of Shinhan Bank’s interest rate risk management are to generate stable net interest income and to protect Shinhan Bank’s net asset value against interest rate fluctuations. Through its asset and liability management system, Shinhan Bank monitors and manages its interest rate risk based on various analytical measures such as interest rate gap, duration gap and net present value and net interest income simulations, and monitors on a monthly basis its interest rate VaR limits, interest rate earnings at risk (“EaR”) limits and interest rate gap ratio limits. Shinhan Bank measures its interest rate VaR and interest rate EaR based on simulated estimation of the maximum decrease in net asset value and net interest income in a one-year period based on various scenario analyses of historical interest rates. The Risk Policy Committee sets the interest rate risk limits for Shinhan Bank’s Won-denominated and foreign currency-denominated non-trading accounts and trust accounts, and the Risk Management Committee sets Shinhan Bank’s overall interest rate risk limit, in both cases, at least annually. The Risk Management Department monitors Shinhan Bank’s compliance with these limits and reports the monitoring results to the Risk Policy Committee on a monthly basis and the Risk Management Committee on a quarterly basis. Shinhan Bank uses interest rate swaps to control its interest rate exposure limits.

Interest rate VaR represents the maximum anticipated loss in a net present value calculation (computed as the present value of interest-earning assets minus the present value of interest-bearing liabilities), whereas interest rate EaR represents the maximum anticipated loss in a net earnings calculation (computed as interest income minus interest expenses) for the immediately following one-year period, in each case, as a result of negative movements in interest rates. Therefore, interest rate VaR is a more expansive concept than interest rate EaR in that the former covers all interest-earning assets and all interest-bearing liabilities, whereas the latter covers only those interest-earning assets and interest-bearing liabilities that are exposed to interest rate volatility for a one-year period.

Hence, for interest rate VaRs, the duration gap (namely, the weighted average duration of all interest-earning assets minus the weighted average duration of all interest-bearing liabilities) can be a more critical factor than the relative sizes of the relevant assets and liabilities in influencing interest rate VaRs. In comparison, for

interest rate EaRs, the relative sizes of the relevant assets and liabilities in the form of the “one year or less interest rate” gap (namely, the volume of interest-earning assets with maturities of less than one year minus the volume of interest-bearing liabilities with maturities of less than one year) is the most critical factor in influencing the interest rate EaRs.

The interest rate VaR limits are set as the sum of (i) the average of the monthly non-trading interest rate VARsVaRs as a percentage of interest-bearing assets over a period of one year and (ii) the standard deviation at the 99% confidence level (namely, 2.33 times the standard deviation of the monthly non-trading interest rate VARsVaRs as a percentage of interest-bearing assets).

The interest rate EaR limits are set at the maximum decrease in net interest income by (i) assuming that the estimated interest rate gap will expand to the maximum level of manageable (tolerable) situations and (ii) applying the interest rate shock scenario to the annual volatility of interest rates using past 10-year market interest rates.

On a monthly basis, we monitor whether the non-trading positions for interest rate VaR and EaR exceed their respective limits as described above.

Interest rate VaR cannot be meaningfully compared to the ten-day 99% confidence level based VaR (“market risk VaR”) for managing trading risk principally because (i) the underlying assets are different (namely,

non-trading interest-bearing assets as well as liabilities in the case of the interest rate VaR, compared to trading assets only in the case of the market risk VaR), and (ii) interest rate VaR is sensitive to interest rate movements only while the market risk VaR is sensitive to interest rate movements as well as other factors such as foreign currency exchange rates, stock market prices and option volatility.

Even if comparison were to be made between the interest rate VaR and the interest rate portion only of the market risk VaR, we do not believe such comparison would be meaningful since the interest rate VaR examines the impact of interest rate movements on both assets and liabilities (which will likely have offsetting effects), whereas the interest rate portion of the market VaR examines the impact of interest rate movements on assets only.

Shinhan Bank uses various analytical methodologies to measure and manage its interest rate risk for non-trading activities on a daily and monthly basis, including the following analyses:

 

Interest rate gap analysis;.

 

Duration gap analysis;,

 

Market value analysis; and.and

 

Net interest income simulation analysis.

Interest Rate Gap Analysis

Shinhan Bank performs an interest gap analysis to measure the difference between the amount of interest-earning assets and that of interest-bearing liabilities at each maturity and re-pricing date for specific time intervals by preparing interest rate gap tables in which Shinhan Bank’s interest-earning assets and interest-bearing liabilities are allocated to the applicable time intervals based on the expected cash flows and re-pricing dates.

On a daily basis, Shinhan Bank performs interest rate gap analysis for Won- and foreign currency-denominated assets and liabilities in its bank and trust accounts. Shinhan Bank’s gap analysis includes Won-denominated derivatives (which are interest rate swaps for the purpose of hedging) and foreign currency-denominated derivatives (which are currency swaps for the purpose of hedging), which are managed centrally at

the FX & Derivatives Department. Through the interest rate gap analysis that measures interest rate sensitivity gaps, cumulative gaps and gap ratios, Shinhan Bank assesses its exposure to future interest risk fluctuations. For interest rate gap analysis, Shinhan Bank assumes and uses the following maturities for different types of assets and liabilities:

 

withWith respect to the maturities and re-pricing dates of Shinhan Bank’s assets, Shinhan Bank assumes that the maturity of Shinhan Bank’s prime rate-linked loans is the same as that of its fixed-rate loans. Shinhan Bank excludes equity securities from interest-earning assets;assets.

 

withWith respect to the maturities and re-pricing of Shinhan Bank’s liabilities, Shinhan Bank assumes that money market deposit accounts and “non-core” demand deposits under the Financial Services Commission guidelines have a maturity of one month or less for both Won-denominated accounts and foreign currency-denominated accounts; andaccounts.

 

withWith respect to “core” demand deposits under the Financial Services Commission guidelines, Shinhan Bank assumes that they have maturities of eight different intervals ranging from one month to five years.

The following tables show Shinhan Bank’s interest rate gaps as of December 31, 20142015 for (i) Won-denominated non-trading bank accounts, including derivatives entered into for the purpose of hedging and (ii) foreign currency-denominated non-trading bank accounts, including derivatives entered into for the purpose of hedging.

Won-denominated non-trading bank accounts(1)

 

  As of December 31, 2014   As of December 31, 2015 
  0-3
Months
 3-6
Months
 6-12
Months
 1-2
Years
 2-3
Years
 Over 3
Years
 Total   0-3
Months
 3-6
Months
 6-12
Months
 1-2
Years
 2-3
Years
 Over 3
Years
 Total 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Interest-earning assets

  W101,077   W46,100   W9,662   W11,025   W11,221   W17,664   W196,749    W95,800   W49,377   W19,300   W14,755   W11,164   W26,562   W216,958  

Fixed rates

   22,076   3,908   7,262   9,239   6,217   7,874   56,576     22,092   6,542   14,017   11,640   7,657   10,286   72,234  

Floating rates

   77,861   41,412   1,090   1,225   4,724   9,310   135,623     72,829   42,275   3,993   2,835   3,186   16,035   141,154  

Interest rate swaps

   1,140   780   1,310   560   280   480   4,550     880   560   1,290   280   320   240   3,570  

Interest-bearing liabilities

  W86,329   W30,414   W42,006   W13,136   W8,103   W14,608   W194,595    W87,134   W31,810   W54,541   W14,667   W10,145   W19,748   W218,044  

Fixed liabilities

   59,530   29,716   41,678   13,092   8,073   13,879   165,968     56,802   31,277   54,321   14,637   10,043   19,048   186,128  

Floating liabilities

   22,248   698   328   43   30   729   24,077     26,762   533   219   30   102   700   28,346  

Interest rate swaps

   4,550    —      —      —      —      —     4,550     3,570   0   0   0   0   0   3,570  

Sensitivity gap

  W14,749   W15,686   W(32,344 W(2,111 W3,118   W3,055   W2,154     8,667   17,568   (35,241 88   1,019   6,814   (1,086

Cumulative gap

   14,749   30,435   (1,909 (4,020 (902 2,154   2,154     8,667   26,234   (9,006 (8,918 (7,899 (1,086 (1,086

% of total assets

   7.50 15.47 (0.97)%  (2.04)%  (0.46)%  1.09 1.09   3.99 12.09 (4.15)%  (4.11)%  (3.64)%  (0.50)%  (0.50)% 

Foreign currency-denominated non-trading bank accounts(1)

 

   As of December 31, 2014 
   0-3
Months
  3-6
Months
  6-12
Months
  1-3
Years
  Over 3
Years
  Total 
   (In millions of US$, except percentages) 

Interest-earning assets

  $17,372   $3,698   $3,206   $3,385   $2,092   $29,753  

Interest-bearing liabilities

   15,191    3,341    4,821    4,060    2,253    29,665  

Sensitivity gap

   2,181    357    (1,615  (674  (160  88  

Cumulative gap

   2,181    2,538    923    249    88    88  

% of total assets

   7.33  8.53  3.10  0.84  0.30  0.30

   As of December 31, 2015 
   0-3
Months
  3-6
Months
  6-12
Months
  1-3
Years
  Over 3
Years
  Total 
   (In millions of US$, except percentages) 

Interest-earning assets

  $17,386   $2,971   $2,721   $2,931   $2,561   $28,570  

Interest-bearing liabilities

   16,969    2,477    3,768    4,627    2,357    30,198  

Sensitivity gap

   417    494    (1,047  (1,696  204    (1,628

Cumulative gap

   417    911    (136  (1,832  (1,628  (1,628

% of total assets

   1.46  3.19  (0.48)%   (6.41)%   (5.70)%   (5.70)% 

 

Note:

 

(1)Includes merchant banking accounts.

Duration Gap Analysis

Shinhan Bank performs a duration gap analysis to measure the differential effects of interest rate risk on the market value of its assets and liabilities by examining the difference between the durations of Shinhan Bank’s interest-earning assets and those of its interest-bearing liabilities, which durations represent their respective weighted average maturities calculated based on their respective discounted cash flows using applicable yield curves. These measurements are done on a daily basis and for each operating department, account, product and currency, the respective durations of interest-earning assets and interest-bearing liabilities.

The following tables show duration gaps and market values of Shinhan Bank’s Won-denominated interest-earning assets and interest-bearing liabilities in its non-trading accounts as of December 31, 20142015 and changes in these market values when interest rate increases by one percentage point.

Duration as of December 31, 20142015 (for non-trading Won-denominated bank accounts(1))

 

   Duration as of December 31, 20142015 
   (In months) 

Interest-earning assets

   9.7811.95  

Interest-bearing liabilities

   9.5310.82  

Gap

   0.471.21  

Note:

(1)Includes merchant banking accounts and derivatives for the purpose of hedging.

Market Value Analysis

Shinhan Bank performs a market value analysis to measure changes in the market value of Shinhan Bank’s interest-earning assets compared to that of its interest-bearing liabilities based on the assumption of parallel shifts in interest rates. These measurements are done on a daily basis.

Market Value as of December 31, 20142015 (for non-trading Won-denominated bank accounts(1))

 

  Market Value as of December 31, 2014   Market Value as of December 31, 2015 
  Actual   1% Point
Increase
   Changes   Actual   1% Point
Increase
   Changes 
  (In billions of Won)   (In billions of Won) 

Interest-earning assets

  W200,675    W199,134    W(1,541  W220,483    W218,418    W(2,065

Interest-bearing liabilities

   195,954     194,535     (1,419   218,994     217,231     (1,763

Gap

   4,721     4,599     (122   1,489     1,187     (302

 

Note:

 

(1)Includes merchant banking accounts and derivatives for the purpose of hedging.

Net Interest Income Simulation

Shinhan Bank performs net interest income simulation to measure the effects of the change in interest rate on its results of operations. Such simulation uses the deterministic analysis methodology to measure the estimated changes in Shinhan Bank’s annual net interest income (interest income less interest expenses) under the current maturity structure, using different scenarios for interest rates (assuming parallel shifts) and funding requirements. For simulations involving interest rate changes, based on the assumption that there is no change in funding requirements, Shinhan Bank applies three scenarios of parallel shifts in interest rate: (1) no change, (2) a 1% point increase in interest rates and (3) a 1% point decrease in interest rates.

The following table illustrates by way of an example the simulated changes in Shinhan Bank’s annual net interest income for 20132015 with respect to Won-denominated interest-earning assets and interest-bearing liabilities, using Shinhan Bank’s net interest income simulation model, assuming (a) the maturity structure and funding requirement of Shinhan Bank as of December 31, 20132015 and (b) the same interest rates as of December 31, 20142015 and a 1% point increase or decrease in the interest rates.

 

  Simulated Net Interest Income for 2014
(For Non-Trading Won-Denominated Bank Accounts(1))
   Simulated Net Interest Income for 2015
(For Non-Trading Won-Denominated Bank Accounts(1))
 
  Assumed Interest Rates   Change in Net Interest
Income
 Change in Net Interest
Income
   Assumed Interest Rates   Change in Net Interest
Income
 Change in Net Interest
Income
 
  No
Change
   1% Point
Increase
   1% Point
Decrease
   Amount
(1% Point
Increase)
   % Change
(1% Point
Increase)
 Amount
(1% Point
Decrease)
 % Change
(1% Point
Decrease)
   No
Change
   1% Point
Increase
   1% Point
Decrease
   Amount
(1% Point
Increase)
   % Change
(1% Point
Increase)
 Amount
(1% Point
Decrease)
 % Change
(1% Point
Decrease)
 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Simulated interest income

  W7,074    W8,210    W5,938    W1,136     16.05 W(1,136 (16.05)%   W6,721    W7,938    W5,505    W1,216     18.1 W(1,216 (18.1)% 

Simulated interest expense

   3,531     4,396     2,666     865     24.51 (865 (24.51)%    3,123     4,032     2,214     909     29.1 (909 (29.1)% 

Net interest income

   3,543     3,814     3,273     270     7.63 (270 (7.63)%    3,598     3,906     3,291     307     8.5 (307 (8.5)% 

 

Note:

 

(1)Includes merchant banking accounts and derivatives entered into for the purpose of hedging.

Shinhan Bank’s Won-denominated interest-earning assets and interest-bearing liabilities in non-trading accounts have a maturity structure that benefits from an increase in interest rates, because the re-pricing periods for interest-earning assets in Shinhan Bank’s non-trading accounts are, on average, shorter than those of the interest-bearing liabilities in these accounts. This is primarily due to a sustained low interest rate environment in the recent years in Korea, which resulted in a significant increase in demand for floating rate loans (which tend to have shorter maturities or re-pricing periods than fixed rate loans) as a portion of Shinhan Bank’s overall loans, which in turn led to the shortening, on average, of the maturities or re-pricing periods of Shinhan Bank’s loans on an aggregate basis. As a result, Shinhan Bank’s net interest income tends to decrease during times of a decrease in the market interest rates while the opposite is generally true during times of an increase in the market interest rates.

Interest Rate VaRs for Non-trading Assets and Liabilities

Shinhan Bank measures VaRs for interest rate risk from non-trading activities on a monthly basis. The following table shows, as of and for the year ended December 31, 2014,2015, the VaRs of interest rate mismatch risk for other assets and liabilities, which arises from mismatches between the re-pricing dates for Shinhan Bank’s non-trading interest-earning assets including(including available-for-sale investment securitiessecurities) and those for itsinterest-bearing liabilities. Under the regulations of the Financial Services Commission, Shinhan Bank includes in calculation of these VaRs interest-earning assets and interest-bearing liabilities in its bank accounts and its merchant banking accounts.

 

   VaR for the Year 20142015(1) 
   Average   Minimum   Maximum   As of December 31 
   (In billions of Won) 

Interest rate mismatch — non-trading assets and liabilities

  W115239    W91146    W163472    W163202  

 

Note:

 

(1)One-year VaR results with a 99.9% confidence level. Computed based on Shinhan Bank’s internal model. Under the internal model, as explained below.non-trading assets and liabilities VaR is computed based on historical simulation at the 99.9% confidence level, namely by computing the average net present value based on the net present value distribution under historical interest rate scenarios and subtracting from such average net present value the net present value at the 0.1% percentile.

The foregoing VaR was computed based on Shinhan Bank’s internal model, whereas the non-trading assets and liabilities VaR of Shinhan Bank appearing in note 4(c)(ii) to the financial statements included in this annual report was computed in accordance with the Basel Committee’s proposed standard approach. In note 4(c)(ii) to

the financial statements, we did not use the internal model but instead used the Basel Committee’s proposed standard approach because in such note we presented non-trading assets and liabilities VaRs also for our other subsidiaries (namely, Shinhan Card, Shinhan Investment and Shinhan Life Insurance) and we currently do not apply the internal model to Shinhan Investment (although we are in the process of developing an internal model for Shinhan Investment as well for target completion by the end of 2015). In addition, Shinhan Bank is required to report to domestic regulators non-trading assets and liabilities VaR prepared based on both the Basel Committee’s proposed standard approach and our internal model. Therefore, in order to enhance comparability across our subsidiaries appearing in note 4(c)(ii) to the financial statements, as well as with the reports submitted to the Korean regulators, we applied the Basel Committee’s proposed standard approach for purposes of the disclosure in note 4(c)(ii) to the financial statements.

Under our internal model, non-trading assets and liabilities VaR is computed based on historical simulation at the 99.9% confidence level, namely by computing the average net present value based on the net present value distribution under historical interest rate scenarios and subtracting from such average net present value the net present value at the 0.1% percentile. In comparison, under the Basel Committee’s proposed standard approach, non-trading assets and liabilities VaR is computed by using the following formula involving the interest rate gap under different maturity time buckets, the modified duration proxy as proposed by the Basel Committee and the standard interest rate shock of 200 basis points:

Interest rate VaR =LOGO  [Interest rate gap for maturityi * Modified duration proxy of maturityi] * 200 basis points

where:

Maturity i is 0 to 1 month, 1 to 3 months, 3 to 6 months, 6 to 12 months, 1 to 2 years, 2 to 3 years, 3 to 4 years, 4 to 5 years, 5 to 7 years, 7 to 10 years, 10 to 15 years, 15 to 20 years and more than 20 years;

Interest rate gap means the difference between the amount of interest sensitive assets and the amount of interest sensitive liabilities for each maturity time bucket, which is classified based on the respective interest rate reset dates (namely, (i) in the case of floating rate loans, the periodic interest rate determination dates and (ii) in the case of fixed rate loans, the interest rate reset dates, if any, or the maturity date (in the case of rollovers)); and

Modified duration proxy means the sensitivity in bond prices relating to movements in interest rates, which may substitute for interest rate gap for maturityi to calculate interest rate VaR under the standardized guidelines proposed by the Basel Committee.

Upon completion of the development and testing of the internal model for Shinhan Investment as currently expected by the end of 2015, in the corresponding note to the financial statements in future annual reports, we plan to present the VaR for interest rate risk from non-trading activities of Shinhan Bank, Shinhan Card, Shinhan Investment and Shinhan Life Insurance each based our internal model rather than based on the current mix of internal model and Basel Committee’s proposed standard approach as currently disclosed, for purposes of enhanced comparability and consistency.

Interest Rate Risk for Other Subsidiaries

Shinhan Card monitors and manages its interest rate risk for all its interest-bearing assets and liabilities (including off-balance sheet items) in terms of the impact on its earnings and net asset value from changes in interest rates. Shinhan Card primarily uses interest rate VaR and EaR analyses to measure its interest rate risk.

The interest rate VaR analysis used by Shinhan Card principally focuses on the maximum impact on its net asset value from adverse movements in interest rates and consists of (i) historical interest rate VaR analysis and (ii) interest rate gap analysis. The historical interest rate VaR analysis is made through simulation of net asset value based on the interest rate volatility over a fixed past period to produce expected future interest rate scenarios and computes the maximum value at risk at a 99.9% confidence level by analyzing the net present

value distribution under each such scenario. As for interest rate gap analysis, Shinhan Card computes the value at risk based on the duration proxies and interest rate shocks for each time interval as recommended under the Basel Accord.

The interest rate EaR analysis used by Shinhan Card computes the maximum loss in net interest income for a one-year period following adverse movements in interest rates, based on an interest rate gap analysis using the time intervals and the “middle of time band” as recommended under the Basel Accord.

Shinhan Investment uses historical interest rate VaR analysis based on its internal model to monitor and manage its interest rate risk. The historical interest rate VaR analysis is made through simulation of net asset value based on the interest rate volatility over the past three years to compute the maximum value at risk at a 99.9% confidence level.

Shinhan Life Insurance monitors and manages its interest rate risk for its investment assets and liabilities based on simulations of its asset-liability management system. These simulations typically involve subjecting Shinhan Life Insurance’s current and future assets and liabilities to more than 2,000 market scenarios based on varying assumptions, such as new debt purchases and target investment portfolios, so as to derive its net asset value forecast for the next three yearsone year at a 99%99.9% confidence level.

Interest rate risk for our other subsidiaries is insignificant.

Equity Risk

Substantially all of Shinhan Bank’s equity risk relates to its portfolio of common stock in Korean companies. As of December 31, 2014,2015, Shinhan Bank held an aggregate amount ofW169134.4 billion of equity interest in unlisted foreign companies (includingW9864.7 billion invested in unlisted private equity funds).

The equity securities in Won held in Shinhan Bank’s investment portfolio consist of stocks listed on the KRX KOSPI Market or the KRX KOSDAQ Market of the Korea Exchange and certain non-listed stocks. Shinhan Bank sets exposure limits for most of these equity securities to manage their related risk. As of December 31, 2014,2015, Shinhan Bank held equity securities in an aggregate amount ofW2,0681,849.9 billion in its non-trading accounts, including equity securities in the amount ofW419488.3 billion that it held, among other reasons, for management control purposes and as a result of debt-to-equity conversion as a part of reorganization proceedings of the companies to which it had extended loans.

As of December 31, 2014,2015, Shinhan Bank held Won-denominated convertible bonds in an aggregate amount ofW4659.0 billion, Won-denominated exchangeable bonds in an aggregate amount ofW1.2 billion and Won-denominated bonds with warrants in an aggregate amount ofW1.9 billion, in each case, in its non-trading accounts. Shinhan Bank does not measure equity risk with respect to convertible bonds, exchangeable bonds or bonds with warrants, and the interest rate risk of these equity-linked securities are measured together with the other debt securities. As such, Shinhan Bank measures interest rate risk VaRs but not equity risk VaRs for these equity-linked securities.

Liquidity Risk Management

Liquidity risk is the risk of insolvency, default or loss due to disparity between inflow and outflow of funds, including the risk of having to obtain funds at a high price or to dispose of securities at an unfavorable price due to lack of available funds. Each of our subsidiaries seeks to minimize liquidity risk through early detection of risk factors related to the sourcing and managing of funds that may cause volatility in liquidity and by ensuring that it maintains an appropriate level of liquidity through systematic management. At the group-wide level, we manage our liquidity risk by conducting monthly stress tests that compare liquidity requirements under normal situations against those under three types of stress situations, namely, our group-specific internal crisis, crisis in the external market and a combination of internal and external crisis. In addition, in order to preemptively and comprehensively manage liquidity risk, we measure and monitor liquidity risk management using various indices, including the “limit management index”,index,” “early warning index” and “monitoring index”.index.”

Shinhan Bank applies the following basic principles for liquidity risk management:

 

raise funds in sufficient amounts, at the optimal time at reasonable costs;

 

maintain liquidity risk at appropriate levels and preemptively manage them through a prescribed risk limit system and an early warning signal detection system;

secure stable sources of revenue and minimize actual losses by implementing an effective asset-liability management system based on diversified sources of funding with varying maturities;

 

monitor and manage daily and intra-daily liquidity positions and risk exposures for timely payment and settlement of financial obligations due under both normal and crisis situations;

 

conduct periodic contingency analysis in anticipation of any potential liquidity crisis and establish and implement emergency plans in case of an actual crisis; and

 

consider liquidity-related costs, benefits of and risks in determining the pricing of our products and services, employee performance evaluations and approval of launching of new products and services.

Each of our subsidiaries manages liquidity risk in accordance with the risk limits and guidelines established internally as well asand by the relevant regulatory authorities. Pursuant to principal regulations applicable to financial holding companies and banks as promulgated by the Financial Services Commission, we, at the holding company level, are required to maintain a specific Wonliquidity coverage ratio and a foreign currency liquidity ratios.ratio. These ratios require us to maintain the ratio of liquid assets to liquid liabilitiesrelevant ratios above certain minimum levels.

Shinhan Bank manages its liquidity risk within the limits set on Won and foreign currency accounts in accordance with the regulations of the Financial Services Commission. The Financial Services Commission requires Korean banks, including Shinhan Bank, to maintain a Won liquidity coverage ratio of at least 80.0% as of January 1, 2015, 85.0% as of January 1, 2016, 90.0% as of January 1, 2017, 95.0% as of January 1, 2018 and 100.0% andas of January 1, 2019. The Financial Services Commission defines liquidity coverage ratio as high liquid assets that can be easily converted to cash, as divided by the net amount of cash outflow for the next one month period, under the stress level established according to the liquidity coverage ratio, pursuant to Regulation on the Supervision of the Banking Business, which was amended as of December 26, 2014 to implement the liquidity coverage ratio requirements under Basel III. In addition, the Financial Services Commission requires a foreign currency liquidity ratio, of at least 85.0%. The Financial Services Commission defines the foreign currency liquidity ratiowhich is defined as foreign currency-denominated liquid assets (including marketable securities) divided by foreign currency-denominated liabilities, in each case, due within three months. As for the Won liquidity ratio, the Financial Services Commission defines it as all Won-denominated assets divided by all Won-denominated liabilities, in each case, that are on the balance sheet or arise from off-balance sheet derivative transactions with outstanding maturities of less than one month, except that (i) Won-denominated trading and available-for-sale securities with outstanding maturities of one month or more are included as Won liquid assets at their fair market value to the extent that such securities are marketable and have not been provided as collateral, and (ii) Won-denominated demand deposits with no fixed maturity are included as Won liquid liabilities in an amount equal to the sum of (x) the standard deviation of the monthly weighted average balance during the preceding 12-month period multiplied by 2.33 (such product, the “non-core” deposits) and (y) 15% of “core” deposit (meaning the monthly average balance of the most recent month prior to the time of determination), less the “non-core” deposits.

The monthly weighted average balance for the preceding 12-month period is calculated using the following formula:

LOGO

The standard deviation of the monthly weighted average balance during the preceding 12-month period is calculated using the following formula:

LOGO

The weighed period coefficients for the applicable month are set forth below:

Applicable Month

Weighed Period Coefficient

t-11 month

1/78

t-10 month

2/78

t-9 month

3/78

t-8 month

4/78

t-7 month

5/78

t-6 month

6/78

t-5 month

7/78

t-4 month

8/78

t-3 month

9/78

t-2 month

10/78

t-1 month

11/78

t month

12/78

Sum

1

With respect to Won-denominated demand deposits with no fixed maturity, given that a portion of the balance of such demand deposits may be withdrawn at any time, we categorize them as core deposits and non-core deposits each as defined above.

The following tables show Shinhan Bank’s liquidity status and limits for Won-denominated accounts (including derivatives and merchant banking accounts), together with a breakdown of their respective components, as of December 31, 2014 in accordance with the regulations of the Financial Services Commission.

Shinhan Bank’s Won-denominated accounts (including derivatives and merchant banking accounts)

Won-Denominated Accounts

 0-1
Months
  1-3
Months
  3-6
Months
  6-12
Months
  1-3
Years
  Over 3
Years
  Substandard
or Below
  Total 
  (In billions of Won, except percentages) 

Assets:

 W55,338   W19,938   W31,611   W49.129   W30,145   W51,924   W1,746   W239,831  

Cash and deposit

  10,551    100    100    —      —      —      —      10,751  

Available-for-sale securities

  26,217    —      —      —      —      3,722    84    30,023  

Loans

  8,869    15,436    27,672    44,108    25,544    40,951    1,662    164,241  

Other assets

  3,607    —      —      —      —      5,673    —      9,280  

Derivative assets

  3,389    4,147    3,500    4,021    4,384    1,139    —      20,580  

Merchant banking account assets

  2,706    256    339    1,000    217    439    —      4,957  

Liabilities:

  45,259    24,236    29,102    43,808    15,505    59,869    —      217,779  

Deposits (including certificates of deposit)

  28,531    19,273    23,927    36,531    5,965    49,477    —      163,703  

Borrowings

  3,050    290    88    142    608    1,913    —      6,090  

Debt securities

  122    620    2,084    2,960    4,520    2,233    —      12,540  

Other liabilities

  6,289    —      —      —      —      3,955    —      10,244  

Derivatives liabilities

  3,542    4,054    3,003    4,175    4,412    1,092    —      20,278  

Merchant banking account liabilities

  3,724    —      —      —      —      1,199    —      4,924  

Liquidity gap

  10,080         

Liquidity ratio

  122.27       

Limit

  100       

The breakdown of financial instruments by contractual maturities for purposes of analyzing liquidity risk as set forth in Note 4 to the consolidated financial statements was prepared based on the relevant line items presented in Shinhan Bank’s statement of financial position. In comparison, the breakdown of financial instruments by contractual maturities for purposes of analyzing liquidity gap as set forth above was prepared based on the Banking Regulations promulgated by the Financial Services Commission.

For the most part, the criteria used for determining the remaining maturities on these two sections are the same, the primary exception being in respect of demand deposits. Under IFRS, all demand deposits are categorized as having maturities of less than one month; however, under the Banking Regulations, demand deposits are categorized as having maturities of less than one month in an amount equal to the sum of (x) the non-core deposits and (y) 15% of core deposits. Shinhan Bank’s total demand deposit balance as of December 31, 2014 wasW62,085 billion of whichW55,866 billion was classified as core deposits andW14,736 billion was classified as Won liquid liabilities (namely, liabilities with maturities of less than one month based on the formula under the Banking Regulations)least 85.0%.

Shinhan Bank’s Treasury Department is in charge of liquidity risk management with respect to Shinhan Bank’s Won and foreign currency funds. The Treasury Department submits Shinhan Bank’s monthly funding and asset management plans to Shinhan Bank’s Asset and Liability Committee for approval, based on the analysis of various factors, including macroeconomic indices, interest rate and foreign exchange movements and maturity structures of Shinhan Bank’s assets and liabilities. Shinhan Bank’s Risk Management Department measures Shinhan Bank’s liquidity ratio and liquidity gap ratio on a daily basis and reports on a monthly basis whether they are in compliance with the limits to Shinhan Bank’s Risk Policy Committee, which sets and monitors Shinhan Bank’s liquidity ratio and liquidity gap ratio.ratio, on a monthly basis.

The following tables show Shinhan Bank’s (i) liquidity coverage ratio and (ii) liquidity status and limits for foreign currency-denominated accounts (including derivatives and merchant banking accounts), each as of December 31, 20142015 in accordance with the regulations of the Financial Services Commission.

Shinhan Bank’s Liquidity Coverage Ratio as of December 31, 2015

As of December 31, 201 5
(in billions of Won, except percentages)

High liquid assets (A)

W40,579

Net cash outflows over the next 1 month (B)

38,983

Cash outflow

55,602

Cash inflow

16,618

Liquidity coverage ratio (A/B)

104.09

Shinhan Bank’s foreign currency-denominated accounts (including derivatives and merchant banking accounts)

 

  As of December 31, 2014   As of December 31, 2015 

Foreign Currency

Denominated Accounts:

  7 Days
or Less
   1 Month
or Less
   3 Months
or Less
 6 Months
or Less
   12 Months
or Less
   Total
Before
Sub-Standard
or Below(1)
   Sub-
Standard
or Below
   Total   7 Days
or Less
   1 Month
or Less
   3 Months
or Less
 6 Months
or Less
   12 Months
or Less
   Total
Before
Sub-Standard
or Below(1)
   Sub-
Standard
or Below
   Total 
  (In millions of US$, except percentages)   (In millions of US$, except percentages) 

Assets:

  $8,259    $15,285    $25,309   $34,587    $42,735    $52,795    $93    $52,888    $10,860    $19,367    $31,925   $42,752    $51,871    $63,777    $92    $63,869  

Liabilities

   5,838     11,388     19,473   26,310     36,437     52,198     —       52,198     9,812     17,227     27,206   33,743     45,404     63,227     0     63,227  

For three months or less:

                              

Assets

       25,309                  31,925           

Liabilities

       19,473                  27,206           

Liquidity ratio

       129.97                117.35         

Limit

       85.00                85.00         

 

Note:

 

(1)Cumulative total of accounts, including accounts over one year, but excluding accounts that are sub-standard or below.

Shinhan Bank maintains diverse sources of liquidity to facilitate flexibility in meeting its funding requirements. Shinhan Bank funds its operations principally by accepting deposits from retail and corporate depositors, accessing the call loan market (a short-term market for loans with maturities of less than one month), issuing debentures and borrowing from the Bank of Korea. Shinhan Bank uses the funds primarily to extend loans or purchase securities. Generally, deposits are of shorter average maturity than loans or investments.

Shinhan Card manages its liquidity risk according to the following principles: (i) provide a sufficient volume of necessary funding in a timely manner at a reasonable cost, (ii) establish an overall liquidity risk management strategy, including in respect of liquidity management targets, policy and internal control systems, and (iii) manage its liquidity risk in conjunction with other risks based on a comprehensive understanding of the interaction among the various risks. As for any potential liquidity shortage at or near the end of each month, Shinhan Card maintains liquidity at a level sufficient to withstand credit shortage for three months.

In addition, Shinhan Card manages liquidity risk by setting and complying with specific guidelines for various measures of liquidity, including the breakdown of contractual payment obligations by maturity, overseas funding, the ratio of asset-backed securitized borrowings to the total borrowing, the ratio of requisite liquidity to reserve liquidity, and the ratio of fixed interest rate borrowings to floating interest rate borrowings. Furthermore, Shinhan Card closely monitors various indicators of a potential liquidity crisis, such as the actual liquidity gap

ratio (in relation to the different maturities for assets as compared to liabilities), the liquidity buffer ratio. Shinhan Card also has contingency plans in place in case of any emergency or crisis. In managing its liquidity risk, Shinhan Card focuses on a prompt response system based on periodic monitoring of the relevant early signals, stress testing and contingency plan formulations. Shinhan Card identifies its funding needs on a daily, monthly, quarterly and annual basis based on the maturity schedule of its liabilities as well as short-term liquidity needs, based upon which it formulates its funding plans using diverse sources such as corporate debentures, commercial papers, asset-backed securitizations and credit line facilities. When entering into asset-backed securitizations, Shinhan Card provides sufficient credit enhancements to avoid triggering early amortization events. In addition, prior to entering into any funding transaction and related derivative transaction, Shinhan Card conducts pre-transaction risk analyses, including in respect of counterparty credit risk and its total exposure limit by country and by financial institution.

Shinhan Card also manages its liquidity risk within the limits set on Won accounts in accordance with the regulations of the Financial Services Commission. Under the Specialized Credit Financial Business Act and the regulations thereunder, credit card companies in Korea are required to maintain a Won liquidity ratio of at least 100.0%.

The following tables show Shinhan Card’s liquidity status and limits for Won-denominated accounts as of December 31, 20142015 in accordance with the regulations of the Financial Services Commission.

Shinhan Card’s Won-denominated accounts

 

Won-Denominated Accounts

  7 Days or
Less
   1 Month or
Less
   3 Months or
Less
 6 Months or
Less
   1 Year or
Less
   Over
1 Year
   Total   7 Days or
Less
   1 Month or
Less
   3 Months or
Less
 6 Months or
Less
   1 Year or
Less
   Over
1 Year
   Total 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Assets

  W2,249    W9,959    W14,584   W16,822    W19,009    W3,463    W22,472    W2,252    W10,093    W14,588   W16,803    W19,206    W4,656    W23,863  

Liabilities

   683     2,752     3,014   4,196     6,298     16,672     22,970     710     3,155     3,845   4,692     6,300     10,153     16,452  

Liquidity ratio

       483.79              379       

Shinhan Investment manages its liquidity risk for its Won-denominated accounts by setting a limit ofW100300 billion on each of its seven-day and one-month liquidity gap, a limit of 110% on its three-months liquidity ratio and a limit ofW8 billion on its liquidity VaR. As for its foreign currency-denominated accounts, Shinhan Investment manages the liquidity risk on a quarterly basis in compliance with the guidelines of the Financial Supervisory Service, which requires the one-week and one-month maturity mismatch ratios to be 0% and -10% or less, respectively, and the three months liquidity ratio to be 80% or higher.

Our other subsidiaries fund their operations primarily through call money, bank loans, commercial paper, corporate debentures and asset-backed securities. Our holding company acts as a funding vehicle for long-term financing of our subsidiaries whose credit ratings are lower than the holding company, including Shinhan Card and Shinhan Capital, to lower the overall funding costs within regulatory limitations. Under the Monopoly Regulation and Fair Trade Act of Korea, however, a financial holding company is prohibited from borrowing funds in excess of 200% of its total stockholders’ equity.

In addition to liquidity risk management under the normal market situations, we have contingency plans to effectively cope with possible liquidity crisis. Liquidity crisis arises when we would not be able to effectively manage the situations with our normal liquidity management measures due to, among other reasons, inability to access our normal sources of funds or epidemic withdrawals of deposits as a result of various external or internal factors, including a collapse in the financial markets or abrupt deterioration of our credit. We have contingency plans corresponding to different stages of liquidity crisis: namely, “alert stage,” “imminent-crisis stage” and “crisis stage,” based on the following liquidity indices:

 

indices that reflect the market movements such as interest rates and stock prices;

 

indices that reflect financial market sentiments, an example being the size of money market funds; and

indices that reflect our internal liquidity condition.

Operational Risk Management

Operational risk is difficult to quantify and subject to different definitions. The Basel Committee defines operational risk as the risk of loss resulting from inadequate or failed internal processes, people and systems or from other external events. Similarly, we define operational risk as the risks related to our overall management other than credit risk, market risk, interest rate risk and liquidity risk. These include risks arising from system failure, human error, non-adherence to policy and procedures, fraud, inadequate internal controls and procedures or environmental changes and resulting in financial and non-financial loss. We monitor and assess operational risks related to our business operations, including administrative risk, information technology risk (including cyber security risk), managerial risk and legal risk, with a view to minimizing such losses.

Our holding company’s Audit Committee, which consists of fourthree outside directors, twoone of whom areis an accounting or financial expertsexpert as required by internal control regulations under the Financial Holding Company Act, oversees and monitors our operational compliance with legal and regulatory requirements. The Audit Committee also oversees management’s operations and may, at any time it deems appropriate, demand additional operations-related reporting from management and inspects our asset condition. At the holding company level, we define each subsidiary’s operational process and establish an internal review system applicable to each subsidiary. Each subsidiary’s operational risk is internally monitored and managed at the subsidiary level and the Group Internal Audit Department at our holding company, which reports to our Audit Committee, continuously monitors the integrity of our subsidiaries’ operational risk management system. Our holding company’s board of directors and the Group Risk Management Committee establish our basic policies for operational risk management at the group level. The Group Internal Audit Department at our holding company is directly responsible for overseeing our operational risk management with a focus on legal, regulatory, operational and reputational risks. The Group Internal Audit Department audits both our and our subsidiaries’ operations and asset condition in accordance to our annual audit plan, which is approved by the Audit Committee, and submits regular reports to the Audit Committee pursuant to our internal reporting system. If the Group Internal Audit Department discovers any non-compliance with operational risk procedures or areas of weaknesses, it promptly alerts the business department in respect of which such non-compliance was discovered and demands implementation of corrective measures. Implementation of such corrective measures is subsequently reviewed by the Group Internal Audit Department.

To monitor and manage operational risks, Shinhan Bank maintains a system of comprehensive policies and has in place a control framework designed to provide a stable and well-managed operational environment throughout the organization. Currently, the primary responsibility for ensuring compliance with our banking operational risk procedures remains with each of the business units and operational teams. In addition, the Audit Department, the Risk Management Department and the Compliance Department of Shinhan Bank also play important roles in reviewing and maintaining the integrity of Shinhan Bank’s internal control environment.

The operational risk management system of Shinhan Bank is managed by the operational risk team under the Risk Management Department. The current system principally consists of risk control self-assessment, risk quantification using key risk indicators, loss data collection, scenario management and operational risk capital

measurement. Shinhan Bank operates several educational and awareness programs designed to have all of its employees to be familiar with this system. In addition, Shinhan Bank has a designated operational risk manager at each of its departments and branch offices, who serves as a coordinator between the operational risk team at the headquarters and the employees in the front office and seeking to provide centralized feedback to further improve the operational risk management system.

As of December 31, 2014,2015, Shinhan Bank has conducted risk control self-assessments on its departments as well as domestic and overseas branch offices, from which it collects systematized data on all of its branch offices, and uses the findings from such self-assessments to improve the procedures and processes for the

relevant departments or branch offices. In addition, Shinhan Bank has accumulated risk-related data since 2003, improved the procedures for monitoring operational losses and is developing risk simulation models. In addition, Shinhan Bank selects and monitors, at the department level, approximately 196207 key risk indicators.

The audit committeeAudit Committee of Shinhan Bank, which consists of threeone standing auditor and two outside directors, is an independent inspection authority that supervises Shinhan Bank’s internal controls and compliance with established ethical and legal principles. The audit committeeAudit Committee performs internal audits of, among other matters, Shinhan Bank’s overall management and accounting, and supervises its Audit Department, thatwhich assists Shinhan Bank’s audit committee.Audit Committee. Shinhan Bank’s audit committeeAudit Committee also reviews and evaluates Shinhan Bank’s accounting policies and their changes, financial and accounting matters and fairness of financial reporting.

Shinhan Bank’s Audit Committee and Audit Department supervise and perform the following audits:

 

general audits, including full-scale audits performed annually for the overall operations, sectional audits of selected operations performed as needed, and periodic and irregular spot audits;

 

special audits, performed when the Audit Committee or standing auditor deems it necessary or pursuant to requests by the chief executive officer or supervisory authorities such as the Financial Supervisory Service;

 

day-to-day audits, performed by the standing auditor for material transactions or operations that are subject to approval by the heads of Shinhan Bank’s operational departments or senior executives;

 

real-time monitoring audits, performed by the computerized audit system to identify any irregular transactions and take any necessary actions; and

 

self-audits as a self-check by each operational department to ensure its compliance with our business regulations and policies, which include daily audits, monthly audits and special audits.

In addition to these audits and compliance activities, Shinhan Bank’s Audit Department designates operational risk management examiners to monitor the appropriateness of operational risk management frameworks and the functions and activities of the board of directors, relevant departments and business units, and conducts periodic checks on the operational risk and reports such findings. Shinhan Bank’s Audit Department also reviews in advance proposed banking products or other business or service plans with a view to minimizing operational risk.

As for Shinhan Investment, its audit department conducts an annual inspection as to whether the internal policy and procedures of Shinhan Investment relating to its overall operational risk management are being effectively complied. The inspection has a particular focus on the appropriateness of the scope of operational risks and the collection, maintenance and processing of relevant operating data. Shinhan Investment, through its operational risk management system, also conducts self-assessments of risks, collects loss data and manages key risk indicators. The operational risk management system is supervised by its audit department, compliance department and operational risk management department, as well as a risk management officer in each of Shinhan Investment’s departments.

General audits, special audits, day-to-day audits and real-time monitoring audits are performed by our examiners, and self-audits are performed by the self-auditors of the relevant operational departments.

In addition to internal audits and inspections, the Financial Supervisory Service conducts general annual audits of our and our subsidiaries’ operations. The Financial Supervisory Service also performs special audits as the need arises on particular aspects of our and our subsidiaries’ operations such as risk management, credit monitoring and liquidity. In the ordinary course of these audits, the Financial Supervisory Service routinely issues warning notices where it determines that a regulated financial institution or such institution’s employees have failed to comply with the applicable laws or rules, regulations and guidelines of the Financial Supervisory Service. We and our subsidiaries have in the past received, and expect in the future to receive, such notices and we have taken and will continue to take appropriate actions in response to such notices. For example, in July 2012, the Financial Supervisory Service issued an institutional warning in relation to an embezzlement case involving Dongah on the grounds that there were misconduct in payment of funds held in the trust account and mismanagement of internal control. For detailed description of the Dongah case, please see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings.”

The Financial Supervisory Service conducted a comprehensive audit of Shinhan Bank from November to

December 2012, and in July 2013 notified Shinhan Bank of an institutional caution (which does not give rise to significant sanctions unlike in the case of repeated institutional warnings), imposed disciplinary actions against 65 Shinhan Bank employees and assessed a fine ofW87.5 million after finding that Shinhan Bank had illegally monitored customer accounts, breached confidentiality with respect to certain financial transactions and violated its obligation to disclose and report to the Financial Supervisory Service an investment in an affiliated company to the Financial Services Commission.of Shinhan Bank. Furthermore, in March 2013 the Financial Supervisory Service conducted a special audit of Shinhan Bank as to anincidents of alleged malfunctioning of its financial computer network and in December 2013, notified Shinhan Bank of an institutional caution and imposed disciplinary actions against five Shinhan Bank employees after finding that Shinhan Bank did not properly maintain its information technology administrator account and vaccine server. From October 2013 to November 2014, the Financial Supervisory Service also conducted a series of special audits of Shinhan Bank as to incidents of alleged illegal monitoring of customer accounts, and in February 2014, the Prosecutors’ Office in Korea also commenced an investigation of Shinhan Bank with respect to same. In December 2015, the Financial Supervisory Service notified Shinhan Bank of an institutional caution and imposed disciplinary actions against three former Shinhan Bank officers after finding that Shinhan Bank had illegally monitored customer accounts, whereas in September 2015, the Prosecutors’ Office determined not to prosecute the former officers of Shinhan Bank because of insufficient evidence. In addition, the Financial Supervisory Service conducted a periodic audit of Shinhan Bank from April to May 2015, and as of the date hereof, Shinhan Bank has not received any notifications in connection with such audit.

The Financial Supervisory Service also conducted a special audit of Shinhan Card, together with BC Card and KB Kookmin Card, from June to July 2013, in relation to alleged imperfect sales of insurance products, and in March 2014, issued an institutional warning against each of the three credit card companies based on a finding that card customers were provided inadequate or misleading disclosures regarding the risks relating to such products at the time of sale. The Financial Supervisory Service also imposed disciplinary actions against three Shinhan Card employees and assessed a fine ofW10 million against Shinhan Card as well as similar sanctions against BC Card and KB Kookmin Card. In addition, the Financial Supervisory Service conducted a comprehensive audit of Shinhan Card, together with Samsung Card and Hyundai Card, in September 2014, and in November 2015, issued an institutional warning against each of the three credit card companies based on a finding that they had illegally provided personal credit information of potential new cardholders to their credit card sales agents. The Financial Supervisory Service also imposed disciplinary actions against six Shinhan Card employees and assessed a fine ofW6 million against Shinhan Card as well as similar sanctions against Samsung Card and Hyundai Card. In December 2014, the Financial Supervisory Service also issued institutional cautions against Shinhan Life for selling insurance products without adequate disclosure and for incomplete payments of agency fees, together with a fine ofW338 million in relation to the former case.

We consider legal risk as a part of operational risk. The uncertainty of the enforceability of obligations of our customers and counterparties, including foreclosure on collateral, creates legal risk. Changes in laws and regulations could also adversely affect us. Legal risk is higher in new areas of business where the law is often untested in the courts although legal risk can also increase in our traditional business to the extent that the legal and regulatory landscape in Korea changes and many new laws and regulations governing the banking industry remain untested. We seek to minimize legal risk by using stringent legal documentation, employing procedures designed to ensure that transactions are properly authorized and consulting legal advisers. The Compliance Department operates Shinhan Financial Group’s compliance system. This system is designed to ensure that all employees of Shinhan Financial Group and its subsidiaries comply with the relevant laws and regulations. The compliance system’s main function is to monitor the degree of improvement in compliance with the relevant laws and regulations, maintain internal controls (including ensuring that each department has established proper internal policies and that it complies with those policies) and educate employees about observance of the relevant laws and regulations. The Compliance Department also supervises the management, execution and performance of self-audits.

Upgrades of Risk Management System

Our recent material upgrades in relation to risk management systems are as follows.

Shinhan Bank

In order to strengthen risk management of its overseas subsidiaries and effectively comply with local and domestic regulations, Shinhan Bank is in the process of laying out a global risk management system network, which records the risk data of its overseas subsidiaries. Shinhan Bank seeks to leverage the development of this system for further overseas expansion and stable growth of existing overseas subsidiaries. To-date,To date, Shinhan Bank has completed the development of such system for its subsidiaries in China, Japan, Vietnam, the United States, Canada, India, Europe and India andMexico. Shinhan Bank also plans to expand the application of this system to its other overseas subsidiaries.

Shinhan Bank has also completed development of a system to calculate stressed VaR based on Basel II standards in order to prepare for stress situations such as the global financial crisis in 2008. Shinhan Bank has received approval for such system from the Financial Supervisory Service and has been implemented since 2012.

In 2012, Shinhan Bank developed a system for improving collection and recovery of bad assets through enhanced loss given default (“LGD”) data processing. In addition, in 2012, Shinhan Bank received approvals from the Financial Supervisory Service for upgrades to its credit evaluation modeling for risk assessment of small- to medium-sized enterprises that are not required to be audited by outside accounting firms and for SOHOs, which upgrades related to accounting forfactoring in the credit profilesprofile of the headshead of such enterprises and SOHOs. In 2014, Shinhan Bank further upgraded the credit evaluation modeling for risk assessment of small- and medium-size enterprises that are not required to be audited by outside accounting firmsby entirely revamping the modeling for enterprises subject to outside audits, enterprises that are not subject to outside auditors and enterprise heads.Such upgraded modeling was approved by the Financial Supervisory Service, and Shinhan Bank began implementation of the upgraded system since 2014. In 2014, Shinhan Bank reclassified its credit evaluation models for risk assessment of enterprises into the following four categories: (i) IFRS (enterprises subject to external audits under Korean IFRS), (ii) GAAP (enterprises subject to external audits under Generally Accepted Accounting Principles), (iii) small- and medium-size enterprises and (iv) SOHO. Such reclassification was approved by the Financial Supervisory Service, and Shinhan Bank began to implement the system in 2015.

In addition, in 2013, Shinhan Bank obtained approval from the Financial Supervisory Service to use an internal evaluation model with respect to Basel II credit risks related to Shinhan Bank’s retail SOHO exposures. In 2014, Shinhan Bank further upgraded the credit evaluation modeling for risk assessment of small- and medium-size enterprises that are not required to be audited by outside accounting firms by entirely revamping the modeling for enterprises subject to outside audits, enterprises that are not subject to outside auditors and enterprise heads. Such upgraded modeling was approved by the Financial Supervisory Service and Shinhan Bank began implementation of the upgraded system since 2014.

Shinhan Bank also upgraded the asset and liability management system in 2012 in order to timely comply with Basel III, IFRS and other regulatory requirements as well as to upgrade the quality of risk-related data. In 2014, Shinhan Bank upgraded the liquidity coverage ratio and net stable funding ratio systems under Basel III in order to facilitate daily measurement and efficient management.

Following the approval by the Financial Supervisory Service of the advanced measurement approach for risk management, Shinhan Bank has re-established the operational risk management system in order to further enhance its operational risk management capabilities.

Shinhan Card

In 2012, Shinhan Card completed further upgrades to its credit risk measurement system in satisfaction of the Basel II standards, as well as other regulatory requirements and internal needs in order to address the ongoing volatility in the economic and regulatory environment.

Supervision and Regulation

Principal Regulations Applicable to Financial Holding Companies

General

The Korean financial holding companies and their subsidiaries are regulated by the Financial Holding Companies Act (last amended on May 28, 2014,July 24, 2015, Law No. 10361)13448). In addition, Korean financial holding companies and their subsidiaries are subject to the regulations and supervision of the Financial Services Commission and the Financial Supervisory Service.

Pursuant to the Financial Holding Companies Act, the Financial Services Commission regulates various activities of financial holding companies. For instance, it approves the application for setting up a new financial holding company and promulgates regulations on the capital adequacy of financial holding companies and their subsidiaries and other regulations relating to the supervision of financial holding companies.

The Financial Supervisory Service is subject to the instructions and directives of the Financial Services Commission and carries out supervision and examination of financial holding companies and their subsidiaries. In particular, the Financial Supervisory Service sets forth liquidity and capital adequacy requirements for financial holding companies and reporting requirements pursuant to the authority delegated to the Financial Supervisory Service under the Financial Services Commission regulations, pursuant to which financial holding companies are required to submit quarterly reports on business performance, financial status and other matters prescribed in the Presidential Decree of the Financial Holding Companies Act.

Under the Financial Holding Companies Act, the establishment of a financial holding company must be approved by the Financial Services Commission. A financial holding company is required to be mainly engaged in controlling its subsidiaries by holding the shares or equities of the subsidiaries in the amount of not less than 50% of aggregate amount of such financial holding company’s assets based on the latest balance sheet. A financial holding company is prohibited from engaging in any profit-making businesses other than controlling the management of its subsidiaries and certain ancillary businesses as prescribed in the Presidential Decree of the Financial Holding Companies Act which include the following businesses:

 

financially supporting its subsidiaries and the subsidiaries of its subsidiaries (the “direct and indirect subsidiaries”);, including lending properties with economic values such as monies and securities, guaranteeing obligation performance and other direct or indirect transactions involving transactional credit risk;

 

raising capital necessary for the investment in subsidiaries or providing financial support to its direct and indirect subsidiaries;

 

supporting the business of its direct and indirect subsidiaries for the joint development and marketing of new product and the joint utilization of facilities or IT systems; and

 

pursuing any other activities exempted from authorization, permission or approval under the applicable laws and regulations.

The Financial Holding Companies Act requires every financial holding company (other than any financial holding company that is controlled by any other financial holding company) or its subsidiaries to obtain the prior approval from the Financial Services Commission before acquiring control of another company or to file with the Financial Services Commission a report within thirty days after acquiring such control. Permission to liquidate or to merge with any other company must be obtained in advance from the Financial Services Commission. A financial holding company must report to the Financial Services Commission regarding certain events including:

 

when there is a change of its officers;

 

when there is a change of its largest shareholder;

when there is a change of principal shareholders of a bank holding company;

when the shareholding of the largest shareholder or a principal shareholder as prescribed under the Financial Holding Companies Act or a person who is in a special relationship with such largest or principal shareholder (as defined under the Presidential Decree of the Financial Holding Companies Act) changes by 1% or more of the total issued and outstanding voting shares of the financial holding company;

 

when there is a change of its name;

 

when there is a cause for dissolution; and

 

when it or its subsidiary ceases to control any of its respective direct and indirect subsidiaries by disposing of the shares of such direct and indirect subsidiaries.

Capital Adequacy

The Financial Holding Companies Act does not provide for a minimum paid-in capital of financial holding companies. All financial holding companies, however, are required to maintain a specified level of solvency. In addition, in its allocation of the net profit earned in a fiscal term, a financial holding company is required to set aside in its legal reserve an amount equal to at least 10% of the net income after tax each time it pays dividends on its net profits earned until its legal reserve reaches at least the aggregate amount of its paid-in capital.

A financial holding company controlling banks or other financial institutions conducting banking business as prescribed in the Financial Holding Company Act (hereinafter, the “bank holding company”) is required to maintain a minimum consolidated equity capital ratio of 8.0%. “Consolidated equity capital ratio” is defined as the ratio of equity capital as a percentage of risk-weighted assets on a consolidated basis, determined in accordance with the Financial Services Commission requirements that have been formulated based on the Bank of International Settlements standards. “Equity capital,” as applicable to bank holding companies, is defined as the sum of Tier I capital, Tier II capital, and Tier III capital less any deductible items, each as defined under the Regulation on the Supervision of Financial Holding Companies. “Risk-weighted assets” is defined as the sum of credit risk-weighted assets and market risk-weighted assets.

For regulatory reporting purposes, we maintain allowances for credit losses on the following loan classifications that classify corporate and retail loans as required by the Financial Services Commission. In making these classifications, we take into account a number of factors, including the financial position, profitability and transaction history of the borrower, the value of any collateral or guarantee taken as security for the extension of credit, probability of default and loss amount in the event of default. This classification method, and our related provisioning policy, is intended to reflect the borrower’s capacity to repay. To the extent there is any conflict between the Financial Services Commission guidelines and our internal analysis in such classifications, we adopt whichever is more conservative.

The following table sets forth loan classifications according to the guidelines of the Financial Services Commission.

 

Loan Classification

  

Loan Characteristics

Normal

  Loans madeextended to customers whosethat, based on our consideration of their business, financial position and future cash flows, and nature of business are deemed financially sound. No problems in recoverability are expected.do not raise concerns regarding their ability to repay the loans.

Precautionary

  Loans madeextended to customers whosethat (i) based on our consideration of their business, financial position and future cash flows, and nature of business show potential weakness,risks with respect to their ability to repay the loans, although there isshowing no immediate default risk of nonrepayment.or (ii) are in arrears for one month or more but less than three months.

Substandard

  

(i) Loans madeextended to customers whose adversethat, based on our consideration of their business, financial position and future cash flows, and natureare judged to have incurred considerable default risks as their ability to repay has deteriorated; or

(ii) the portion that we expect to collect of businesstotal loans (a) extended to customers that have a direct effect onbeen in arrears for three months or more, (b) extended to customers that have incurred serious default risks due to the repaymentoccurrence of, the loan.among other things, final refusal to pay their debt instruments, entry into liquidation or bankruptcy proceedings or closure of their businesses, or (c) extended to customers who have outstanding loans that are classified as “doubtful” or “estimated loss.”

Doubtful

  

Loans madeexceeding the amount that we expect to collect of total loans to customers whosethat:

(i) based on our consideration of their business, financial position and future cash flows, and nature of business are so weak that significant risk existshave incurred serious default risks due to noticeable deterioration in the recoverability of the loan,their ability to the extent the outstanding amount exceeds any collateral pledged.repay; or

(ii) have been in arrears for three months or more but less than twelve months.

Estimated loss

  

Loans where write-off is unavoidable.exceeding the amount that we expect to collect of total loans to customers that:

(i) based on our consideration of their business, financial position and future cash flows, are judged to be accounted as a loss because the inability to repay became certain due to serious deterioration in their ability to repay;

(ii) have been in arrears for twelve months or more; or

(iii) have incurred serious risks of default in repayment due to the occurrence of, among other things, final refusal to pay their debt instruments, liquidation or bankruptcy proceedings or closure of their business.

In accordance with the Regulations for the Supervision of Financial Institutions, we establish regulatory reserve for loan loss in the amount of the difference between allowance for credit losses as calculated pursuant to our provisioning policy in accordance with IFRS and allowance for credit losses based on the loan classifications set forth above as required by the Financial Services Commission. In determining consolidated equity capital ratio, we deduct regulatory reserve for loan loss from equity capital.

Liquidity

All financial holding companies are required to match the maturities of their assets to those of liabilities in accordance with the Financial Holding Companies Act in order to ensure liquidity. Financial holding companies are required to submit quarterly reports regarding their liquidity to the Financial Supervisory Service and must:

 

maintain a Won liquidity ratio (defined as Won assets due within one month, including marketable securities, divided by Won liabilities due within three months) of not less than 100%;

 

maintain a foreign currency liquidity ratio (defined as foreign currency liquid assets due within three months divided by foreign currency liabilities due within three months) of not less than 80% except for financial holding companies with a foreign currency liability to total assets ratio of less than 1%;

 

maintain a ratio of foreign currency liquid assets due within seven days less foreign currency liabilities due within seven days divided by total foreign currency assets of not less than 0%, except for financial holding companies with a foreign currency liability to total assets ratio of less than 1%; and

 

maintain a ratio of foreign currency liquid assets due within a month less foreign currency liabilities due within a month divided by total foreign currency assets of not less than negative 10% except for financial holding companies with a foreign currency liability to total assets ratio of less than 1%.

Financial Exposure to Any Single Customer and Major Shareholders

Subject to certain exceptions, the total sum of credit (as defined in the Presidential Decree of the Financial Holding Companies Act, the Bank Act, the Presidential Decree of the Financial Investment Services and Capital Markets Act, the Insurance Act, the Mutual Savings Bank Act and the Specialized Credit Financial Business Act, respectively) of a financial holding company and its direct and indirect subsidiaries which are banks, merchant banks or securities companies (“Financial Holding Company Total Credit”) extended to a single group of companies that belong to the same conglomerate as defined in the Monopoly Regulations and Fair Trade Act will not be permitted to exceed 25% of the Net Total Equity Capital.

“Net Total Equity Capital”for the purpose of the calculation of financial exposure to any single customer and Major Shareholder (as defined below) as applicable to us and our subsidiaries is defined under the Presidential Decree of the Financial Holding Companies Act as

 

 (a)the sum of:

 

 (i)in the case of a financial holding company, the shareholders’ equity as defined under Article 24-3, Section 7(2) of the Presidential Decree of the Financial Holding Companies Act, which represents the difference between the total assets less total liabilities on the balance sheet as of the end of the most recent quarter;

 

 (ii)in the case of a bank, the shareholders’ equity as defined under Article 2, Section 1(5) of the Bank Act, which represents the sum of Tier I and Tier II capital amounts determined according to the standards set by the BIS;

 

 (iii)in the case of a merchant bank, the capital amount as defined in Article 2,342, Section (1) of the Financial Investment Services and Capital Markets Act;

 

 (iv)in the case of a financial investment company, the shareholders’ equity as defined under Article 37, Section 3 of the Presidential Decree of the Financial Investment Services and Capital Markets Act, which represents the total shareholders’ equity as adjusted as determined by the Financial Services Commission, such as the amount of increase or decrease in paid-in capital after the end of the most recent fiscal year;

 

 (v)in the case of an insurance company, the shareholders’ equity as defined under Article 2, Section 15 of the Insurance Act, which represents the sum of items designated by the Presidential Decree, such as paid-in-capital, capital surplus, earned surplus and any equivalent items, less the value of good will and other equivalent items;

 (vi)in the case of a mutual savings bank, the shareholders’ equity as defined under Article 2, Section 4 of the Mutual Savings Bank Act, which represents the sum of Tier I and Tier II capital amounts determined in accordance with the standards set by the Bank for International Settlements; and

 

 (vii)in the case of a credit card company or a specialty credit provider, the shareholders’ equity as defined under Article 2, Section 19 of the Specialized Credit Financial Business Act, which represents the sum of the items designated by the Presidential Decree, such as paid-in-capital, capital surplus, earned surplus and any equivalent items;

 

 (b)less the sum of:

 

 (i)the amount of shares in direct and indirect subsidiaries held by the financial holding company;

 

 (ii)the amount of shares in the direct and indirect subsidiaries that are cross-held by such subsidiaries; and

 

 (iii)the amount of shares in the financial holding company held by its direct and indirect subsidiaries.

The Financial Holding Company Total Credit to a single individual or legal entity may not exceed 20% of the Net Total Equity Capital.

Furthermore, the total sum of credits (as defined under the Financial Holding Companies Act, the Banking Act and the Financial Investment Services and Capital Markets Act, respectively) of a bank holding company and its direct and indirect subsidiaries (“Bank Holding Company Total Credit”) extended to a “Major Shareholder” (together with the persons who have special relationship with such Major Shareholder) (as defined below) generally may not exceed the smaller of (x) 25% of the Net Total Equity Capital and (y) the amount of the equity capital of the financial holding company multiplied by the shareholding ratio of such Major Shareholder, subject to certain exceptions.

“Major Shareholder”is defined under the Financial Holding Companies Act as follows:

(a) a shareholder holding (together with persons who have a special relationship with such shareholder as defined in the Presidential Decree of the Financial Holding Companies Act) in excess of 10% (or in the case of a financial holding company controlling regional banks only, 15%) in the aggregate of the financial holding company’s total issued and outstanding voting shares; or

(b) a shareholder holding (together with persons who have a special relationship with such shareholder as defined in the Presidential Decree of the Financial Holding Companies Act) more than 4% in the aggregate of the total issued and outstanding voting shares of the financial holding company controlling national banks (other than a financial holding company controlling regional banks only), excluding shares related to the shareholding restrictions on non-financial business group companies as described below, where such shareholder is the largest shareholder or has actual control over the major business affairs of the financial holding company through, for example, appointment and dismissal of the officers pursuant to the Presidential Decree of the Financial Holding Companies Act.

In addition, the total sum of the Bank Holding Company Total Credit extended to all of a bank holding company’s Major Shareholder may not exceed 25% of the Net Total Equity Capital. Furthermore, the bank holding company and its direct and indirect subsidiaries that intend to extend the Bank Holding Company Total Credit to the bank holding company’s Major Shareholder not less than the lesser of (i) the amount equivalent to 0.1% of the Net Total Equity Capital or (ii) W5 billion, with respect to a single transaction, must obtain prior unanimous board resolutions and then, immediately after the completion of the transaction, must file a report with the Financial Services Commission and publicly disclose the filing of such report (for example, through a website).

Restrictions on Transactions Amongamong Direct and Indirect Subsidiaries and Financial Holding Company

Generally, a direct or indirect subsidiary of a financial holding company may not extend credit to the financial holding company which directly or indirectly controls such subsidiary. In addition, a direct or indirect

subsidiary of a financial holding company may not extend credit to any other single direct or indirect subsidiary of the financial holding company in excess of 10% of its stockholders’ equity and to any other direct and indirect subsidiaries of the financial holding company in excess of 20% of its stockholders’ equity in the aggregate. The direct or indirect subsidiaries of a financial holding company must obtain an appropriate level of collateral for the credits extended to the other direct and indirect subsidiaries unless otherwise approved by the Financial Services Commission. The appropriate level of collateral for each type of such collateral is as follows:

 

 (i)For deposits and installment savings, obligations of the Korean government or the Bank of Korea, obligations guaranteed by the Korean government or the Bank of Korea, obligations secured by securities issued or guaranteed by the Korean government or the Bank of Korea: 100% of the amount of the credit extended;

 

 (ii)(a) For obligations of local governments under the Local Autonomy Act, local public enterprises under the Local Public Enterprises Act, and investment institutions and other quasi-investment institutions under the Basic Act on the Management of Government-Invested Institution (hereinafter, the “public institutions and others”); (b) obligations guaranteed by the public institutions and others; and (c) obligations secured by the securities issued or guaranteed by public institutions and others: 110% of the amount of the credit extended; and

 

 (iii)For any property other than those set forth in the above (i) and (ii): 130% of the amount of the credit extended.

Subject to certain exceptions, a direct or indirect subsidiary of a financial holding company is prohibited from owning the shares of any other direct or indirect subsidiaries (other than those directly controlled by the direct and indirect subsidiaries in question) in common control by the financial holding company. However, a direct or indirect subsidiary of a financial holding company may invest as a limited partner in a private equity

fund that is a direct or indirect subsidiary of the same financial holding company. The transfer of certain assets subject to or below the precautionary criteria between the financial holding company and its direct or indirect subsidiary or between the direct and indirect subsidiaries of a financial holding company is prohibited except for (i) the transfer to an asset-backed securitization company, typically a special purpose entity, or the entrustment with a trust company, under the Asset-Backed Securitization Act, (ii) the transfer to a mortgage-backed securitization company under the Mortgage-Backed Securitization Company Act, (iii) the transfer or in-kind contribution to a corporate restructuring vehicle under the Corporate Restructuring Investment Company Act or (iv) the acquisition by a corporate restructuring company under the Industrial Development Act.

Disclosure of Management Performance

For the purpose of protecting the depositors and investors in the subsidiaries of the financial holding companies, the Financial Services Commission requires financial holding companies to disclose certain material matters including (i) financial condition and profit and loss of the financial holding company and its direct and indirect subsidiaries, (ii) how capital was raised by the financial holding company and its direct and indirect subsidiaries and how such capital was used, (iii) any sanctions levied on the financial holding company and its direct and indirect subsidiaries under the Financial Holding Companies Act or any corrective measures or sanctions under the Law on Improvement of Structure of Financial Industry or (iv) occurrence of any non-performing assets or financial incident which may have a material adverse effect.

Restrictions on Shareholdings in Other Companies

Subject to certain exceptions, a bank holding company may not own more than 5% of the total issued and outstanding shares of another company (other than its direct and indirect subsidiaries). If the financial holding company owns shares of another company (other than its direct and indirect subsidiaries) which is not a finance-related company, the financial holding company is required to exercise its voting rights in the same manner and same proportion as the other shareholders of the company exercise their voting rights in favor of or against any resolutions under consideration at the shareholders’ meeting of the company.

Restrictions on Shareholdings by Direct and Indirect Subsidiaries

Generally, a direct subsidiary of a financial holding company is prohibited from controlling any other company;providedthat a direct subsidiary of a financial holding company may control (as an indirect subsidiary of the financial holding company): (i) subsidiaries in foreign jurisdiction which are engaged in a financial business, (ii) certain financial institutions which are engaged in the business that the direct subsidiary may conduct without any licenses or permits, (iii) certain financial institutions whose business is related to the business of the direct subsidiary as prescribed under the Presidential Decree of the Financial Holding Companies Act (for example, the companies which a bank subsidiary may control are limited to credit information companies, credit card companies, trust business companies, securities investment management companies, investment advisory companies, futures business companies, and asset management companies), (iv) certain financial institutions whose business is related to financial business as prescribed by the regulations of the Ministry of Strategy and Finance, and (v) certain companies which are not financial institutions but whose business is related to the financial business of the financial holding company as prescribed by the Presidential Decree of the Financial Holding Companies Act (e.g. finance-related research company, finance-related information technology company, etc.). Acquisition by the direct subsidiaries of such indirect subsidiaries requires a prior permission from the Financial Services Commission or a report to be submitted to the Financial Services Commission, depending on the types of the indirect subsidiaries and the amount of total assets of the indirect subsidiaries.

An indirect subsidiary of a financial holding company is prohibited from controlling any other company, provided, however, that in the case where a company held control over another company at the time such company initially became an indirect subsidiary of a financial holding company, such indirect subsidiary shall be required to dispose of its interest in such other company within two years after becoming an indirect subsidiary of a financial holding company.

A subsidiary of a financial holding company may invest in a special purpose company as its largest shareholder for purposes of making investments under the Act on Private Investment in Social Infrastructure without being deemed as controlling such special purpose company.

In addition, a private equity fund established in accordance with the Financial Investment Services and Capital Markets Act is not considered to be a subsidiary of a financial holding company even if the financial holding company is the largest investor in the private equity fund unless the financial holding company is the asset management company for the private equity fund.

Restrictions on Transactions Between a Financial Holding Company and its Major Shareholder

A bank holding company and its direct and indirect subsidiaries are prohibited from acquiring (including acquisition by a trust account of its subsidiary bank) shares issued by such bank holding company’s Major Shareholder in excess of 1% of the Net Total Equity Capital. In addition, the financial holding company and its direct and indirect subsidiaries which intend to acquire shares issued by such Major Shareholder not less than the lesser of (i) the amount equivalent to 0.1% of the Equity Capital or (ii) W5 billion, with respect to a single transaction, must obtain prior unanimous board resolutions and then, immediately after the acquisition, must file a report with the Financial Services Commission and publicly disclose the filing of such report (for example, through a website).

Restrictions on Financial Holding Company Ownership

Under the Financial Holding Companies Act, foreign financial institutions are permitted to establish financial holding companies in Korea. Pursuant to the Presidential Decree of the Financial Holding Companies Act, a foreign financial institution can control a financial holding company if, subject to satisfying certain other conditions, it, together with its specially-related persons, holds 100% of the total shares in the financial holding company.

In addition, any single shareholder and persons who stand in a special relationship with such shareholder (as defined under the Presidential Decree to the Financial Holding Companies Act) may acquire beneficial ownership of up to 10% of the total issued and outstanding shares with voting rights of a financial holding company controlling national banks (or 15% in the case of a financial holding company controlling regional banks only). The Government and the Korea Deposit Insurance Corporation are not subject to such a ceiling.

However, “non-financial business group companies” (as defined below) may not acquire beneficial ownership of shares of a bank holding company in excess of 4% of such financial holding company’s outstanding voting shares, provided that such non-financial business group companies may acquire beneficial ownership of up to 10% of such financial holding company’s outstanding voting shares with the approval of the Financial Services Commission under the condition that such non-financial business group companies will not exercise voting rights in respect of such shares in excess of the 4% limit. In addition, any person (whether a Korean national or a foreigner), with the exception of non-financial business group companies described above, may also acquire in excess of 10% of total voting shares issued and outstanding of a financial holding company which controls national bank, provided that an approval from the Financial Services Commission is obtained in instances where the total holding exceeds 10% (or 15% in the case of a financial holding company controlling regional banks only), 25% or 33% of the total voting shares issued and outstanding of such bank holding company.

“Non-financial business group companies”are defined under the Financial Holding Companies Act as companies, which include:

 

 (i)any same shareholder group with aggregate net assets of all non-financial business companies belonging to such group of not less than 25% of the aggregate net assets of all members of such group;

 

 (ii)any same shareholder group with aggregate assets of all non-financial business companies belonging to such group of not less thanW2 trillion;

 (iii)any mutual fund in which a same shareholder group identified in item (i) or (ii) above holds more than 4% of the total shares issued and outstanding of such mutual fund;

 

 (iv)any private equity fund (x) which has a partner with limited liability that falls under item (i), (ii) or (iii) above and holds equity equivalent to 10% or greater of the total amount invested by the private equity fund, (y) which has a partner with unlimited liability that falls under item (i), (ii) or (iii) above or (z) whose affiliates belonging to an enterprise group subject to limitation on mutual investment hold in aggregate equity equivalent to 30% or greater of the total amount invested by such private equity fund; or

 

 (v)any investment purpose company in which a private equity fund that falls under item (iv) above acquires and holds no less than 4% of such company’s shares or equity or exercises de-facto influence on such company’s significant managerial matters.

Financial Investment Services and Capital Markets Act

General

The Financial Investment Services and Capital Markets Act categorizes capital markets-related business into six different functions, as follows:

 

dealing (trading and underwriting of “financial investment products” (as defined below));

 

brokerage (brokerage of financial investment products);

 

collective investment (establishment of collective investment schemes and the management thereof);

 

investment advice;

 

discretionary investment management; and

trusts (together with the five business set forth above, the “Financial Investment Businesses”).

Accordingly, all financial business relating to financial investment products are reclassified as one or more of the Financial Investment Businesses described above, and financial institutions are subject to the regulations applicable to their relevant Financial Investment Businesses, irrespective of the type of the financial institution it is. For example, under the Financial Investment Services and Capital Markets Act, derivative businesses conducted by securities companies and future companies will be subject to the same regulations under the Financial Investment Services and Capital Markets Act, at least in principle.

The banking business and insurance business are not subject to the Financial Investment Services and Capital Markets Act and will continue to be regulated under separate laws; provided, however, that they may become subject to the Financial Investment Services and Capital Markets Act if their activities involve any financial investment businesses requiring a license based on the Financial Investment Services and Capital Markets Act.

Comprehensive Definition of Financial Investment Products

In an effort to encompass the various types of securities and derivative products available in the capital markets, the Financial Investment Services and Capital Markets Act sets forth a comprehensive term “financial investment products,” defined to mean all financial products with a risk of loss in the invested amount (in contrast to “deposits,” which are not financial investment products for which the invested amount is protected or preserved). Financial investment products are classified into two major categories: (i) “securities” (relating to financial investment products where the risk of loss is limited to the invested amount) and (ii) “derivatives” (relating to financial investment products where the risk of loss may exceed the invested amount). As a result of the general and open-ended manner in which financial investment products are defined, any future financial product could potentially fall under the definition of financial investment products, which would enable Financial

Investment Companies (as defined below) to handle a broader range of financial products. Under the Financial Investment Services and Capital Markets Act, securities companies, asset management companies, futures companies and other entities engaging in any Financial Investment Business are classified as “Financial Investment Companies.”

License System

Financial Investment Companies are able to choose what Financial Investment Business to engage in (through the “check the box” method set forth in the relevant license application), by specifying the desired (i) Financial Investment Business, (ii) financial investment product and (iii) target customers to which financial investment products may be sold (namely, general investors or professional investors). Licenses will be issued under the specific business sub-categories described above. For example, it would be possible for a Financial Investment Company to obtain a license to engage in the Financial Investment Business of (i) dealing (ii) over the counter derivatives products (iii) only with professional investors.

Expanded Business Scope of Financial Investment Companies

Under the previous regulatory regime in Korea, it was difficult for a financial institution to explore a new line of business or expand upon its existing line of business. For example, a financial institution licensed as a securities company generally could not engage in the asset management business. In contrast, under the Financial Investment Services and Capital Markets Act, pursuant to the integration of its current business involving financial investment products into a single Financial Investment Business, a licensed Financial Investment Company is permitted to engage in all types of Financial Investment Businesses, subject to compliance with the relevant regulations, for example, maintaining an adequate “Chinese Wall,” to the extent required. As to incidental businesses (i.e., a financial related business which is not a Financial Investment Business), the Financial Investment Services and Capital Markets Act generally allows a Financial Investment Company to

freely engage in such incidental businesses by shifting away from the previous system of permitting only the listed activities towards a more comprehensive system. In addition, a Financial Investment Company is permitted (i) to outsource marketing activities by contracting with “introducing brokers” that are individuals but not employees of the Financial Investment Company, (ii) to engage in foreign exchange business related to their Financial Investment Business and (iii) to participate in the settlement network, pursuant to an agreement among the settlement network participants.

Improvement in Investor Protection Mechanism

While the Financial Investment Services and Capital Markets Act broadens the scope of financial businesses in which financial institutions are permitted to engage, a more rigorous investor-protection mechanism is imposed upon Financial Investment Companies dealing in financial investment products. The Financial Investment Services and Capital Markets Act makes a distinction between general investors and sophisticated investors and provides new or enhanced protections to general investors. For instance, the Financial Investment Services and Capital Markets Act expressly provides for strict know-your-customer rules for general investors and imposes an obligation on Financial Investment Companies that they should market financial investment products suitable to each general investor considering his or her personal attributes, including investment objective, net worth, and investment experience. Under the Financial Investment Services and Capital Markets Act, a Financial Investment Company can be held liable if a general investor proves (i) damages or losses relating to such general investor’s investment in financial investment products solicited by such Financial Investment Company and (ii) absence of explanation, false explanation, or omission of material fact (without having to prove fault or causation). In case there are any conflicts of interest between the Financial Investment Companies and investors, the Financial Investment Services and Capital Markets Act expressly requires (i) disclosure of any conflict of interest to investors and (ii) mitigation of conflicts of interest to a comfortable level or abstention from the relevant transaction.

Other Regulatory Changes Related to Securities and Investments

The Financial Investment Services and Capital Markets Act brought changes to various rules in securities regulations including those relating to public disclosure, insider trading and proxy contests, which had previously been governed by the Securities and Exchange Act. For example, the 5% and 10% reporting obligations under the Securities and Exchange Act have become more stringent under the Financial Investment Services and Capital Markets Act. For instance, the numbers of events requiring an investor to update its 5% report have increased under the Financial Investment Services and Capital Markets Act. Previously, only a change in the shareholding of 1% or more or in the purpose of shareholding (such as an intention to influence management) could trigger the obligation to update the 5% report. The Government has issued detailed regulations stipulating additional events requiring updates to 5% reports, such as the change in the type of holding and change in any major aspect of the relevant contract. As for the 10% report filing obligation, the initial filing is expected to be required to be made within five business days of the date of the event triggering the 10% reporting obligation, compared to 10 calendar days under the previous law. The due date for reporting a subsequent change after the initial 10% report filing has been reduced from the 10th day of the first month immediately following the month in which such change took place to five business days of the date of such change. Under the previous law, there had been a limitation on the type of investment vehicles that could be used in a collective investment scheme (namely, to trusts and corporations), the type of funds that could be used for collective investments, and the types of assets and investment securities a fund could invest in. However, the Financial Investment Services and Capital Markets Act significantly liberalizes these restrictions, permitting all legal entities, including limited liability companies or partnerships, to be used for the purpose of collective investments, allowing the formation of fund complexes and permitting investment funds to invest in a wide variety of different assets and investment instruments.

Principal Regulations Applicable to Banks

General

The banking system in Korea is governed by the Banking Act of 1950, as amended (the “Banking Act”) and the Bank of Korea Act of 1950, as amended (the “Bank of Korea Act”). In addition, Korean banks are subject to the regulations and supervision of the Bank of Korea, the Bank of Korea’s Monetary Policy Committee, the Financial Services Commission and its executive body, the Financial Supervisory Service.

The Bank of Korea, established in June 1950 under the Bank of Korea Act, performs the customary functions of a central bank. It seeks to contribute to the sound development of the national economy by price stabilization through establishing and implementing efficient monetary and credit policies. The Bank of Korea acts under instructions of the Monetary Policy Committee, the supreme policy-making body of the Bank of Korea.

Under the Bank of Korea Act, the Monetary Policy Committee’s primary responsibilities are to formulate monetary and credit policies and to determine the operations, management and administration of the Bank of Korea. The Financial Services Commission, established inon April 1, 1998, regulates commercial banks pursuant to the Banking Act, including establishing guidelines on capital adequacy of commercial banks, and promulgates regulations relating to supervision of banks. Furthermore, pursuant to the Amendment to the Government Organization Act and the Banking Act inon May 24, 1999, the Financial Services Commission, instead of the Ministry of Strategy and Finance, now regulates market entry into the banking business.

The Financial Supervisory Service is subject to the instructions and directives of the Financial Services Commission and carries out supervision and examination of commercial banks. In particular, the Financial Supervisory Service sets requirements both for the prudent control of liquidity and for capital adequacy and establishes reporting requirements pursuant to the authority delegated to it under the Financial Services Commission regulations, pursuant to which banks are required to submit annual reports on financial performance and shareholdings, regular reports on management strategy and non-performing loans, including write-offs, and management of problem companies and plans for the settlement of bad loans.

Under the Banking Act, approval to commence a commercial banking business or a long-term financing business must be obtained from the Financial Services Commission. Commercial banking business is defined as the lending of funds acquired predominantly from the acceptance of deposits for a period not exceeding one year or, subject to the limitation established by the Financial Services Commission, for a period between one year and three years. Long-term financing business is defined as the lending, for periods in excess of one year, of funds acquired predominantly from paid-in capital, reserves or other retained earnings, the acceptance of deposits with maturities of at least one year, or the issuance of bonds or other securities. A bank wishing to enter any business other than commercial banking and long-term financing businesses, such as the trust business, must obtain approval from the Financial Services Commission. Approval to merge with any other banking institution, to liquidate, to close a banking business or to transfer all or a part of a business must also be obtained from the Financial Services Commission.

If the Korean governmentFinancial Services Commission deems a bank’s financial condition to be unsound or if a bank fails to meet the applicable capital adequacy ratio set forth under Korean law, the governmentFinancial Services Commission may order:order, among others,:

admonition, warnings or reprimands with respect to our officers and employees;

 

capital increases or reductions;

 

suspension of officers from performingofficers’ performance of their duties and appointment of custodians;

 

stock cancellations or consolidations;

 

transfers of a part or all of business;

sale of assets and bar on acquisition of high-risk assets;

 

closures or downsizing of subsidiaries or branch offices or downsizing of offices / workforce.workforce;

 

mergers or becoming a subsidiary under the Financial Holding Companies Act of a financial holding company;

 

acquisition of a bank by a third party;

 

suspensions of a part or all of business operation; andor

 

assignments of contractual rights and obligations relating to financial transactions.

Capital Adequacy

The Banking Act requires nationwide banks to maintain a minimum paid-in capital ofW100 billion and regional banks to maintain a minimum paid-in capital ofW25 billion.

In addition to minimum capital requirements, all banks including foreign bank branches in Korea are required to maintain a prescribed solvency position. A bank must also set aside as its legal reserve an amount equal to at least 10% of its net profits after tax each time it pays dividends on net profits earned until such time when the reserve equals the amount of its total paid-in capital.

Under the Banking Act, the capital of a bank is divided into two categories: Tier I and Tier II capital. Tier I capital (core capital)(typically referred to as “Core Capital”) consists of (i) Tier I common equitythe capital including paid-inthat can absorb losses incurred by a bank such as capital, capital surplus and retained earnings related toearned surplus generated from the issuance of common equity and accumulated other comprehensive gains and losses,shares (collectively, “Common Stock Capital”), and (ii) other Tier Ithe capital including paid-inthat can absorb the losses of a bank after depletion of the Common Stock Capital such as capital and capital surplus related to hybridgenerated from the issuance of Tier I capital instruments that, among other things, qualify as contingent capital and are subordinated to subordinated debt.satisfying the requirements designated by the Financial Supervisory Service (collectively, “Other Core Capital”). Tier II capital (supplementary capital) consists(typically referred to as “Supplementary Capital”) represents the capital which is equivalent to, but not included in, the Core Capital and can absorb losses incurred upon the liquidation of revaluation reserves, gain on valuationa bank such as capital and capital surplus generated from the issuance of investment in securities,Tier II capital instruments satisfying the requirements designated by the Financial Supervisory Service and allowance for bad debts set aside for loans classified as “normal” or “precautionary,“precautionary. perpetual subordinated debt, cumulative preferred shares, redeemable preferred shares (with a right to redeem after

Under the fifth anniversaryDetailed Regulations on the Supervision of the Banking Business, Tier I capital instruments must satisfy, among others, the following requirements in order to be recognized as Other Core Capital:

(i)Tier I capital instruments shall have no maturity or maturity of not less than 30 years with conditions under which the bank may extend the maturity without changing the existing terms and conditions;

(ii)there is no condition to promote the bank to redeem Tier I capital instruments such as a step-up provision;

(iii)Tier I capital instruments shall constitute unsecured and subordinated obligations of the bank and rank lower than claims of holders of the Supplementary Capital and shall not be recognized as the liabilities in case of the bankruptcy under the Debtor Rehabilitation and Bankruptcy Act of Korea;

(iv)the requirements for paying dividends shall be determined as of the issuance date and the payment of dividends or interests shall not be determined in connection with the credit rating of the bank;

(v)Tier I capital instruments shall not be redeemed within five years from the issuance date and the bank shall be able to determine in its sole discretion whether it redeems such instruments even after five years from the issuance date; and

(vi)

the payment of dividends or interests shall be suspended from the date when the bank is designated as a “insolvent financial institution” under the Act on Structural Improvement of the Financial Industry of Korea or under the Depositor Protection act of Korea as applicable, or the Financial Supervisory

Service takes measures under the Regulations on the Supervision of the Banking Business such as the managerial improvement recommendation, the managerial improvement request, the managerial improvement order and the emergency measures against the bank to the date when the above-mentioned event is removed;

(vii)the bank shall be able to revoke in its sole discretion the payment of dividends or interests at any time;

(viii)the revocation of the payment of dividends or interests shall not be deemed as the event of defaults, and the bank shall be able to use in its sole discretion the amount which was revoked to pay as dividends or interests to redeem any other debts of the bank then due and payable.

(ix)Tier I capital instruments shall have a provision that requires such instruments to be either written off or converted into common shares upon the occurrence of the events (the “Trigger Events”) where the Financial Supervisory Service issues the managerial improvement order against the bank under Article 36 of the Regulations on the Supervision of the Banking Business on the ground that the bank would not have become viable without a write-off or conversion into common shares of such instruments or a public sector injection of capital or equivalent support or the bank is designated as a “insolvent financial institution” under the Act on Structural Improvement of the Financial Industry of Korea or under the Depositor Protection Act, as applicable.

Under the Detailed Regulations on the Supervision of issuance) and certain other subordinated debt.

the Banking Business, Tier II capital instruments must satisfy, among others, the following requirements in order to be recognized as Supplementary Capital:

(i)Tier II capital instruments shall constitute unsecured and subordinated obligations of the bank and rank lower than all deposits and other senior liabilities of the bank;

(ii)the maturity shall not be less than five years from the issuance date, and Tier II capital instruments shall not be redeemed within five years from the issuance date;

(iii)other than the case where the bank is subject to the bankruptcy or liquidation, the holder of Tier II capital instruments shall not have the right to require bank to pay the principal or interests of such instruments earlier than the original due date thereof.;

(iv)there is no condition to promote the bank to redeem Tier II capital instruments such as a step-up provision, and the bank shall be able to determine in its sole discretion whether to redeem such instruments prior to the maturity date;

(v)the payment of dividends or interests shall not be determined in connection with the credit rating of the bank;

(vi)Tier II capital instruments shall have a provision that requires such instruments to be either written off or converted into common shares upon occurrence of the Trigger Events;

(vii)the bank or any person or entity over which the bank exercises substantial control shall not purchase the capital instruments issued by such bank nor provide, directly or indirectly, the funds to acquire the capital instruments by providing any collateral or guaranty or loan in favor of the person or entity which tries to acquire such instruments; and

(viii)the bank shall not enhance, legally or economically, the payment priority of the capital instruments, nor provide, directly or indirectly through its affiliated company, any collateral or guaranty in favor of the person or entity which acquires such instruments.

All banks must meet standards regarding minimum ratios of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets, determined in accordance with the Financial Services Commission requirements that have been formulated based on the BIS Standards. These standards were adopted and became effective in 1996. Under these regulations, all domestic banks and foreign bank branches wereare required to meet the minimum ratio of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets of 8%. In July and September 2013, the Financial Services Commission promulgated amended regulations implementing

Furthermore, as Basel III was adopted and is being implemented in stages in Korea pursuant to which Koreanstarting December 1, 2013, all banks and bank holding companiesin Korea are required to maintain a minimum ratio of Tier I common equity capital to risk-weighted assets of 3.5% and Tier I capital to risk-weighted assets of 4.5% from December 1, 2013, whichmeet minimum ratios were increased to 4.0%of common stock capital (less any capital deductions) and 5.5%, respectively, from January 1, 2014 and increased further to 4.5% and 6.0%, respectively, from January 1, 2015. Such requirements are in addition to the pre-existing requirement of a minimum ratio of Tier I and Tier IIcore capital (less any capital deductions) to risk-weighted assets as set out in the Regulation on the Supervision of 8.0%the Banking Business. The required minimum ratio of common stock capital (less any capital deductions) to risk-weighted assets is 4.5%, which remains unchanged. The amended regulations also contemplate anand the required minimum ratio of core capital (less any capital deductions) to risk-weighted assets is 6.0%. In addition, additional capital conservation buffer requirements are being implemented in stages from January 1, 2016 to January 1, 2019. Under such requirements, all banks in Korea are required to maintain a capital conservation buffer of 0.625% starting infrom January 1, 2016, with such bufferwhich will be gradually increased to increase in stages to1.25% on January 1, 2017, 1.875% on January 1, 2018 and 2.5% byon January 1, 2019.

Under the Regulation on the Supervision of the Banking Business and the Detailed Regulations promulgated thereunder, Korean banks apply the following risk-weight ratios in respect of their home mortgage loans:

(1) for those banks adopting a standardized approach for calculating credit risk capital requirements,risk-weighted assets, the risk-weight ratio of 35% (if(only in the case where the loan is fully secured by a first ranking mortgage) and 50% (in the case of high-risk home mortgage loans); and

(2) for those banks adopting an internal ratings-based approach for calculating credit risk capital requirements,risk-weighted assets, a risk-weight ratio calculated with reference to the probability of default, loss given default and exposure at default, each as defined in the Detailed Regulations on the Supervision of the Banking Business.

In Korea, Basel II, a convention entered into by the Basel committee in June 2004 for the purpose of improving risk management and increasing capital adequacy of banks, was implemented beginning in January 2008. Pursuant to Basel II, operational risk, such as inadequate procedure, loss risk by employees, internal system, occurrence of unexpected event, as well as credit risk and market risk, is taken into account in calculating the risk-weighted assets, in addition to maintaining the capital adequacy ratio of 8% for banks. Under Basel II, the capital requirements for credit risk can be calculated by the internal rating based (IRB) approach or the standardized approach.

Under the standardized approach, a home mortgage loan fully secured by a first ranking mortgage over the residential property which is or will be occupied by a borrower, is risk-weighted at 35%.

Under the Regulation on the Supervision of the Banking Business, banks generally must maintain allowances for credit losses in respect of their outstanding loans and other credits (including confirmed guarantees and acceptances and trust account loans) in an aggregate amount covering not less than:

 

0.85% of normal credits (or 0.9% in the case of normal credits comprising loans to certain industries including construction, retail and wholesale sales, accommodations, restaurant, real estate and lease, 1.0% in the case of normal credits comprising loans to individuals and households, 2.5% in the case of normal credits comprising credit card loan assets and revolving assetsloans and 1.1% in the case of normal credits comprising other card assets such as claims arising from the use of a credit card a debit card or a prepaid card (“other card assets”))receivables);

 

7% of precautionary credits (or 10% in the case of precautionary credits comprising loans to individuals and households, 50% in the case of precautionary credits comprising credit card loan assets and revolving assetsloans and 40% in the case of precautionary credits comprising other credit card assets)receivables);

 

20% of substandard credits (or 10% in the case of substandard credits comprising assets for which a bank has the right to receive repaymentpayment in preference (“assets subjectpriority pursuant to preferential repayment”the Corporate Restructuring Promotion Act of Korea or Paragraph 180, Subparagraph 2 of the Debtor Rehabilitation and Bankruptcy Act of Korea (the “Priority Assets”) under

, 65% in the case of substandard credits comprising credit card loans and 60% in the case of substandard credits comprising other credit card receivables);

the Corporate Restructuring Promotion Act or the Debtor Rehabilitation and Bankruptcy Act, 65% in the case of substandard credits comprising card loan assets and revolving assets and 60% in the case of substandard credits comprising other card assets);

 

50% of doubtful credits (or 25% in the case of doubtful credits comprising assets subject to preferential repayment,Priority Assets, 55% in the case of doubtful credits comprising loans to individuals and households and 75% in the case of doubtful credits comprising credit card loans and other credit card assets)receivables); and

100% of estimated loss credits (or 50% in the case of estimated loss credits comprising assets subject to preferential repayment)of Priority Assets).

Furthermore, under the Regulation on the Supervision of the Banking Business, banks must maintain allowances for credit losses in respect of their confirmed guarantees (including confirmed acceptances) and outstanding non-used credit lines as of the settlement date in an aggregate amount calculated at the same rates applicable to normal, precautionary, substandard, doubtful and doubtfulestimated loss credits comprising their outstanding loans and other credits as set forth above.

Most recently, in December 2015, the Financial Services Commission designated us, Hana Financial Group, KB Financial Group and NongHyup Financial Group as domestic systemically important bank holding companies and Woori Bank as a domestic systemically important bank and introduced more stringent capital requirements for these financial institutions. According to these new regulations, such financial institutions are required to maintain an additional capital buffer of 0.25% starting on January 1, 2016, with such buffer to increase by 0.25% annually to 1.00% by January 1, 2019.

Liquidity

All banks are required to match the maturities of their assets and liabilities in accordance with the Banking Act in order to ensure adequate liquidity. Banks may not invest in excess of an amount exceeding 100% of their Tier I and Tier II capital (less any capital deductions) in stocks and other securities with a period remaining to maturity of over three years. However, this restriction does not apply to government bonds or to Monetary Stabilization Bonds issued by the Bank of Korea.

The Financial Services Commission requires each Korean bankbanks to maintain a Won liquidity coverage ratio (definedof at least 80.0% as Wonof January 1, 2015, 85.0% as of January 1, 2016, 90.0% as of January 1, 2017, 95.0% as of January 1, 2018 and 100.0% as of January 1, 2019. The Financial Services Commission defines liquidity coverage ratio as high liquid assets due withinthat can be easily converted to cash, as divided by the net amount of cash outflow for the next one month including marketable securities, divided by Won liabilities due within one month) of not less than 100% and to make monthly reportsperiod, under the stress level established according to the Financial Supervisory Service.liquidity coverage ratio, pursuant to the Regulation on the Supervision of the Banking Business, which was amended as of December 26, 2014 to implement the liquidity coverage ratio requirements under Basel III. The Financial Services Commission also requires each Korean bankbanks to (1) maintain a liquidity coverage ratio of 80% or higher from January 1, 2015 until December 31, 2015 with such minimum liquidity coverage ratio to increase in increments of 5% per year to 100% by 2019, by holding a stock of highly-liquid assets with a value equal to or greater than such bank’s total net cash outflows over a month period, subject to certain exceptions, (2) maintain a foreign-currencyforeign currency liquidity ratio due within three months, (definedwhich is defined as foreign-currency liquid assets due within three months divided by foreign-currency liabilities due within three months)months, of not less than 85%at least 85.0%, (3)(2) maintain a ratio of foreign-currency liquid assets due within seven days (defined as foreign-currency liquid assets due within seven days less foreign-currency liabilities due within seven days, divided by total foreign-currency assets) of not less than negative 3%, (4) and (3) maintain a ratio of foreign-currency liquid assets due within a month (defined as foreign-currency liquid assets due within a month less foreign currency liabilities due within a month, divided by total foreign-currency assets) of not less than negative 10%, and (5) submit monthly reports with respect to the maintenance of these ratios. The Financial Services Commission also requires each Korean bank to submit monthly reports with respect to its compliance with these ratios..

The Monetary Policy Committee is authorized to fix and alter minimum reserve requirements that banks must maintain against their deposit liabilities. The current minimum reserve ratio is 7.0% of average balances for Won-denominated demand deposits outstanding, 0.0% of average balances for Won-denominated employee asset establishment savings deposits, employee long-term savings deposits, employee house purchase savings deposits, long-term house purchase savings deposits, household long-term savings deposits and employee preferential savings deposits outstanding and 2.0% of average balances for Won-denominated time and savings deposits, mutual installments, housing installments and certificates of deposit outstanding. For foreign currency deposit liabilities, a 2.0% minimum reserve ratio is applied to savings deposits outstanding and a 7.0% minimum reserve ratio is applied to demand deposits, while a 1.0% minimum reserve ratio is applied for offshore accounts, immigrant accounts and resident accounts opened by foreign exchange banks.

Loan-to-Deposit Ratio

In December 2009, the Financial Supervisory Service announced that it would introduce a new set of regulations on the loan-to-deposit ratio by amending the Regulation on the Supervision of the Banking Business upon its determination that the overall liquidity of banks in Korea had become unstable due to the ongoing increase in the loan-to-deposit ratio resulting from banks expanding their asset size too competitively by granting mortgages on houses and loans to small- and medium-sized enterprises over the last couple of years. The Regulation on the Supervision of the Banking Business, which was amended as of August 18, 2010 and became effectiveDecember 26, 2014 and took effect on January 1, 2014 and January 1, 2015, respectively, requires banks with Won-denominated loans of morenot less thanW2 trillion in value as of the last month of the immediately preceding quarter to maintain a ratio of Won-denominated loans (excluding certain types of loan from Korea Development Bank, Korean government or Korea Federation of Banks) to Won-denominated deposits lower(excluding certificates of deposit) and the balance of the covered bonds under the Act on Issuance of Covered Bonds, the maturity of which is not less than five years (only in case when such financing from the issuance of covered bonds is used in Won currency and up to 1% of Won-denominated loan) not more than 1:1. In practice, however, the Financial Supervisory Service instructed relevant banks to comply with this newly enacted loan-to-deposit ratio by the end of June 2012. Shinhan Bank’s loan-to-deposit ratio as of December 31, 20142015 was 98.0%.98.8%, based on monthly average balances.

Financial Exposure to Any Single Customer and Major Shareholders

Under the Banking Act, the sum of material credit exposures by a bank, namely, the total sum of its credits to single individuals, legal entities or groups ofpersons sharing credit risk with such individuals or legal entities such as companies belonging to the same enterprise groups as defined inunder the Monopoly Regulation and Fair Trade Act that exceed 10% of the sum of Tier I and Tier II capital (less any capital deductions), must not exceed five times the sum of Tier I and Tier II capital (less any capital deductions), subject to certain exceptions. Subject to certain exceptions, no bank is permitted to extend credit (including loans, guarantees, purchases of securities (only in the nature of a credit) and such other transactions which directly or indirectly create credit risk) in excess of 20% of the sum of Tier I and Tier II capital (less any capital deductions) to a singlean individual or a legal entity, and no bank may grant credit in excess of 25% of the sum of Tier I and Tier II capital (less any capital deductions) to a single group ofindividuals, legal entities and companies that belong to the same enterprise group as defined in the Monopoly Regulations and Fair Trade Act.

Under the Banking Act, certain restrictions apply to extending credits to a major shareholder. The definition of a “major shareholder” is as follows:

 

a shareholder holding (together with persons who have a special relationship with such shareholder as defined in the Presidential Decree of the Banking Act) in excess of 10% (or in the case of regional banks, 15%) in the aggregate of the bank’s total issued and outstanding voting shares; or

 

a shareholder holding (together with persons who have a special relationship with such shareholder as defined in the Presidential Decree of the Banking Act) more than 4% in the aggregate of the total issued and outstanding voting shares of a bank (other than a regional bank), where such shareholder is the largest shareholder or is able to actually control the major business affairs of the bank, for example, through appointment and dismissal of the chief executive officer or of the majority of the executives.

Under the Banking Act, banks are prohibited from extending credits in the amount greater than the lesser of (1) 25% of the sum of such bank’s Tier I and Tier II capital (less any capital deductions) and (2) the relevant major shareholder’s shareholding ratio multiplied by the sum of the bank’s Tier I and Tier II capital (less any capital deductions) to a major shareholder (together with persons who have special relationship with such major shareholder as defined in the Presidential Decree of the Banking Act). Also, no bank is allowed to grant credit to its major shareholders in the aggregate in excess of 25% of its Tier I and Tier II capital (less any capital deductions).

When managing the credit risk of banks, among the methods for providing credit support by banks, a loan agreement, a purchase agreement for asset-backed commercial papers, purchase of subordinate beneficiary certificates, and assumption of liability by providing warranty against default under asset-backed securitization are examples of creating financial exposure to banks.

Interest Rates

Korean banks remain dependent on the acceptance of deposits as their primary source of funds. Currently, there are no legal controls on interest rates on bank loans in Korea, except for athe cap of 34.9%27.9% per annum on the default interest raterates under the Act on Lending Business, which cap will remain effective until December 31, 2015.Business.

Lending to Small- and Medium-sized Enterprises

When commercial banks (including Shinhan Bank) make Won-denominated loans to certain start-up, venture, innovative and other strategic small- and medium-sized enterprises specially designated by the Bank of Korea as “priority borrowers”,borrowers,” the Bank of Korea generally provides the underlying funding to these banks at concessionary rates for up to 50% of all such loans made to the priority borrowers subject to a monthly-adjusted limit prescribed by the Bank of Korea (currentlyW5 trillion)5.9trillion) provided that if such loans to priority borrowers made by all commercial banks exceed the prescribed limit for a given month, the concessionary funding for the following month will be allocated to each commercial bank in proportion to such bank’s lending to priority borrowers two months prior to the time of such allocation, which has the effect that, if a particular bank lags other banks in making loans to priority borrowers, the amount of funding such bank can receive from the Bank of Korea at concessionary rates will be proportionately reduced.

Disclosure of Management Performance

For the purpose of enforcing mandatory disclosure of management performance so that the general public, especially depositors and stockholders, will be in a better position to monitor banks, the Financial Services Commission requires commercial banks to disclose certain matters as follows:

 

  loans bearing no profit made to a single business group in an amount exceeding 10% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions) as of the end of the previous month (where the loan exposure to such borrower is calculated aspursuant to the sumcriteria under the Detailed Regulations promulgated under the Regulation on the Supervision of substandard credits, doubtful credits and estimated loss credits)the Banking Business), except where the loan exposure to a single business group is not more thanW4 billion;

 

  occurrence of any financial event involving embezzlement, malfeasance or misappropriation of funds forthe amount of which exceeds 1% of the damage amount is expectedsum of the bank’s Tier I and Tier II capital (less any capital deductions) at the end of the previous month, unless the bank has lost or expects to exceedlose not more thanW1 billion as a result thereof, or the Governor of the Financial Supervisory Service has made a public announcement regarding such an occurrence; and

 

  any loss due to court judgments or similar decisions in civil proceedings in an amount exceeding 1% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions) as of the end of the previous month, except where the loss is not more thanW1 billion.

Restrictions on Lending

According to the Banking Act, commercial banks are prohibited from making any of the following categories of loans:

 

loans made directly or indirectly on the pledge of a bank’s own shares (subject to certain exceptions with respect to financing for infrastructure projects);shares;

 

loans made directly or indirectly to enable a natural or a legal person to buy the bank’s own shares; and

  loans made to any of the bank’s officers or employees other than de minimis loans of up to (1) W20 million in the case of a general loan, (2) W50 million in the case of a general loan plus a housing loan, or (3) W60 million in the aggregate for general loans, housing loans and loans to pay damages arising from wrongful acts of employees in financial transactions.

Recent Regulations Relating to Retail Household Loans

The Financial Services Commission implemented a number of changes in recent years to the mechanisms by which a bank evaluates and report its retail household loan balances and has proposed implementing further changes. Due to a rapid increase in the numbervolume of loans secured by homes and other forms of housing, the Financial Services Commission and the Financial Supervisory Service implemented regulations designed to curtail extension of new or refinanced loans secured by housing, including the following:

 

as to loans secured by a collateral of housing (including apartments) located nationwide, the loan-to-value ratio (the aggregate principal amount of loans secured by such collateral over the appraised value of the collateral) shouldshall not exceed 60%;

as to loans secured by collateral of housing (including apartments) located in areas of excessive investment or housing (excluding apartments) located in areas of high speculation, in each case, as designated by the government, (i) the loan-to-value ratio for loans with a maturity of not more than three years should not exceed 50% and (ii) the loan-to-value ratio for loans with a maturity of more than three years shouldshall not exceed 60%;

as to loans secured by collateral of housing (regardless of housing type or location) to be amortized over the period of ten years, the loan-to-value ratio should not exceed 70%; provided, that the loans (i) have a fixed rate of interest with (a) redemption period/term of not more than one year and (b) debt-to income ratio of not more than 40%, and (ii) within one year, have either (x) plans for sale to Korea Housing Finance Corporation, or (y) separate securitization plans;

 

  as to loans secured by apartments located in areas of high speculation as designated by the government, (i) the loan-to-value ratio for loans with a maturity of not more than ten years should not exceed 40%; and (ii) the loan-to-value ratio for loans with a maturity of more than ten years shouldshall not exceed (a) 40%, if the price of such apartment is overW600 million, and (b) 60%, if the price of such apartment isW600 million or lower;

notwithstanding foregoing, as to loans secured by a collateral of housing (including apartments), the loan-to-value ratio for loans to be amortized over the period of ten years should not exceed 70 percent;

in the case of a borrower (i) whose spouse already has a loan secured by housing or (ii) who is single and under 30 years old, the debt-to-income ratio (calculated as (i) the aggregate annual total payment amount of (x) the principal of and interest on loans secured by such apartment(s) and (y) the interest on other debts of the borrower over (ii) the borrower’s annual income) of the borrower in respect of loans secured by apartment(s) located in areas of high speculation as designated by the government shall not exceed 40%;

 

  as to loans secured by apartments with appraisal value of more thanW600 million in areas of high speculation as designated by the government or certain metropolitan areas designated as areas of excessive investment by the government, the borrower’s debt-to-income ratio (calculated as (i) the aggregate annual total payment amount of (x) the principal of and interest on loans secured by such apartment(s) and (y) the interest on other debts of the borrower over (ii) the borrower’s annual income) shouldshall not exceed 40%;

 

as to apartments located in areas of high speculation as designated by the government, a borrower is permitted to have only one new loan secured by such apartment;

 

where a borrower has two or more loans secured by apartments located in areas of high speculation as designated by the government, the loan with the earliest maturity date in the event of the extension of maturity must be repaid first and the number of loans must be eventually reduced to one;one.

the bank is prohibited from extending home equity loans to minors; and

 

in the case of a borrower (i) whose spouse already has a loan secured by housing or (ii) whobank is single and under 30 years old, the debt-to-income ratio of the borrower in respect of loans secured by apartment(s)prohibited from accepting apartments located in areas of high speculation as designated by the government should not exceed 40%.as collateral for company loans with purpose of acquiring such apartments, except for unavoidable cases.

Notwithstanding foregoing, in order to rationalize the regulations on the housing loans, the Financial Supervisory Service provided the administrative instructions in July 2014 that all financial institutions including banks under the Banking Act are subject to the maximum loan-to-value ratio of 70% (irrespective of the location of the property) and the maximum debt-to-income ratio of 60% (only in respect of apartment units located in the greater Seoul metropolitan area, subject to certain exceptions), from August 1, 2014.

Restrictions on Investments in Property

A bank may possess real estate property if and only to the extent necessary for conducting its business; provided that the aggregate value of such real estate property must not exceed 60% of the sum of its Tier I and Tier II capital (less any capital deductions). Any property acquired by a bank (1) through the exercise of its rights as a secured party or (2) the acquisition of which is prohibited by the Banking Act must be disposed of within one year, subject to certain exceptions.

Restrictions on Shareholdings in Other Companies

Under the Banking Act, a bank may not own more than 15% of shares outstanding with voting rights of another company, except where, among other reasons:

 

the company issuing such shares is engaged in a business that falls under the category of financial businesses set forth by the Financial Services Commission (including companies which business purpose is to own equity interests in private equity funds); or

 

the acquisition of shares by the bank is necessary for corporate restructuring of such company and is approved by the Financial Services Commission.

In the above cases, a bank’sbank must satisfy either of the following requirements:

the total investment in a companycompanies in which the bank owns more than 15% of the outstanding shares outstanding with voting rights (“subsidiary”) shalldoes not exceed:

an amount equivalent toexceed 15% of the sum of such bank’s Tier I and Tier II capital; or

an amount equivalent to 30% of the sum of such bank’s Tier I and Tier II capital if(less any capital deductions); or

the total investment in companies in which the bank owns more than 15% of the outstanding shares with voting rights does not exceed 30% of the sum of Tier I and its subsidiary, after consideration of their managerial condition, satisfyTier II capital (less any capital deductions) where the acquisition satisfies the requirements prescribed and publisheddetermined by the Financial Services Commission.

The Banking Act provides that a bank using its bank accounts and its trust accounts is not permitted to acquire the shares issued by the Major Shareholder of such bank in excess of an amount equal to 1% of the sum of Tier I and Tier II capital (less any capital deductions).

Restrictions on Bank Ownership

Under the Banking Act, subject to certain exceptions, a single shareholder and persons who stand in a special relationship with such shareholder (as described in the Presidential Decree to the Banking Act) may acquire beneficial ownership of up to 10% of a national bank’s total issued and outstanding shares with voting rights and up to 15% of a regional bank’s total issued and outstanding shares with voting rights. The government, the Korea Deposit Insurance Corporation and financial holding companies qualifying under the Financial Holding Companies Act are not subject to such ceilings. However, non-financial business group companies — namely, (1) any same shareholder group with an aggregate net assets of all non-financial companies belonging to such group of not less than 25% of the aggregate net assets of all corporations that are members of such group; (2) any group with aggregate assets of all non-financial companies belonging to such group of not less thanW2 trillion; (3) any mutual fund in which a same shareholder group, as described in items (1) and (2) above, owns more than 4% of the total shares issued and outstanding; (4) a private equity fund (under the Financial

Investment Services and Capital Markets Act) where (i) the general partner of such private equity fund, (ii) the limited partner whose equity holding ratio in such private equity fund is 18%10% or more, or (iii) the limited partners, being member companies of a single group of companies that belong to the same conglomerate as defined in the Monopoly Regulations and Fair Trade Act, whose aggregate equity holding ratio in such private equity fund is 36%30% or more falls under either of item (1) to (3) above; or (5) a special purpose company of a private equity fund where a private equity fund, as described in item (4) above, owns 4% or more of the special purpose company’s issued and outstanding shares or has actual control over the major business affairs of the special purpose company through, for example, appointment and dismissal of the officers — may not acquire beneficial ownership of shares of a national bank in excess of 4% of such bank’s outstanding voting shares, and must obtain the approval of the Financial Services Commission in order to acquire beneficial ownership of shares of a national bank in excess of 4% of such bank’s outstanding voting shares if, through such acquisition, the non-financial business group companies become the largest shareholder of such bank or have actual control over the major business affairs of such bank through the methods set out in the Enforcement Decree of the Banking Act such as appointment and dismissal of the officers; provided that such non-financial business group companies may acquire beneficial ownership of:

 

up to 10% of a national bank’s outstanding voting shares with the approval of the Financial Services Commission under the condition that such non-financial group companies will not exercise voting rights in respect of such shares in excess of the 4% limit; and

 

in the event that a foreigner, as defined in the Foreign Investment Promotion Act, owns in excess of 4% of a national bank’s outstanding voting shares, up to 10% of such bank’s outstanding voting shares without the approval of the Financial Services Commission, and in excess of 10%, 25% or 33% of such bank’s outstanding voting shares, with the approval of the Financial Services Commission, up to the number of shares owned by such foreigner.

In addition, any person (whether a Korean national or a foreigner), with the exception of non-financial business group companies described above, may also acquire in excess of 10% of a national bank’s total voting

shares issued and outstanding, provided that an approval from the Financial Services Commission is obtained in instances where the total holding exceeds 10% (or 15% in the case of regional banks), 25% or 33% of the bank’s total voting shares issued and outstanding.

Deposit Insurance System

The Depositor Protection Act provides, through a deposit insurance system, insurance for certain deposits of banks in Korea. Under the Depositor Protection Act, all banks governed by the Banking Act, including Shinhan Bank and Jeju Bank, are required to pay to the Korea Deposit Insurance Corporation an insurance premium on a quarterly basis at such rate as determined by the Presidential Decree to the Depositor Protection Act, which shall not exceed 0.5% of the bank’s insurable deposits in any given year. The current insurance premium is 0.02% of insurable deposits for each quarter. If the Korea Deposit Insurance Corporation pays the insured amount, it will acquire the claims of the depositors within the payment amount. Under current rules, the Korea Deposit Insurance Corporation insures only up to a total ofW50 million per an individual for deposits and interest in a single financial institution, regardless of when the deposits were made and the size of the deposits.

Trust Business

A bank that intends to enter into the trust business must obtain the approval of the Financial Services Commission. Trust activities of banks are governed by the Financial Investment Services and Capital Markets Act. Banks engaged in the banking business and trust business are subject to certain legal and accounting procedures requirements, including the following:

 

under the Banking Act, the Financial Investment Services and Capital Markets Act and the Trust Act, assets accepted in trust by a bank in Korea must be segregated from its other assets in the accounts of such bank; accordingly, banks engaged in the banking and trust businesses must maintain two separate accounts, the “banking accounts” and the “trust accounts,” and two separate sets of records which provide details of their banking and trust businesses, respectively; and

such bank; accordingly, banks engaged in the banking and trust businesses must maintain two separate accounts, the “banking accounts” and the “trust accounts,” and two separate sets of records which provide details of their banking and trust businesses, respectively; and

 

assets comprising the trust accounts are not available to depositors or other general creditors of such bank in the event the trustee is liquidated or is wound up.

In the event that a bank qualifies and operates as an asset management company, a trustee, a custodian or a general office administrator under the Financial Investment Services and Capital Markets Act, it is required to establish relevant operation and management systems to prevent potential conflicts of interest among the banking business, the asset management business, the trustee or custodian business and general office administration. These measures include:

 

prohibitions against officers, directors and employees of one particular business operation from serving as an officer, director and employee in another business operation, except where an officer or a director (1) serving in two or more business operations with no significant conflict of interest in accordance with the Presidential Decree on the Financial Investment Services and Capital Markets Act or (2) serving in a trustee business or a custodian business and simultaneously serving in a general office administrator business in accordance with the Financial Investment Services and Capital Markets Act;

 

prohibitions against the joint use or sharing of computer equipment or office equipment; and

 

prohibitions against the sharing of information by and among officers, directors and employees engaged in the different business operations.

A bank which qualifies and operates as an asset management company may engage in the sale of beneficiary certificates of investment trusts which are managed by such bank. However, such bank is prohibited from engaging in the following activities:

 

acting as trustee of an investment trust managed by such bank;

 

purchasing with such bank’s own funds beneficiary certificates of an investment trust managed by such bank;

using in its sales activities of other collective investment securities information relating to the trust property of an investment trust managed by such bank;

 

selling through a financial institution established under the Banking Act beneficiary certificates of an investment trust managed by such bank;

 

establishing a short-term financial indirect investment vehicle; and

 

establishing a mutual fund.

Laws and Regulations Governing Other Business Activities

To enter the foreign exchange business, a bank must register with the Minister of the Ministry of Strategy and Finance. The foreign exchange business is governed by the Foreign Exchange Transaction Law. To enter the securities business, a bank must obtain the approval of the Financial Services Commission. The securities business is governed by regulations under the Financial Investment Services and Capital Markets Act. Pursuant to the above-mentioned laws, banks are permitted to engage in the foreign exchange business and the underwriting business for government and other public bonds.

Recently, regulatory authorities are encouraging financial institutions to lower the automatic teller machines (“ATM”)ATM usage fees in order to decrease the financial expense burden on consumers. Further, in light of the increasing household debt, regulatory authorities are encouraging financial institutions to gradually increase the proportion of the principal of retail loans that are subject to the fixed interest rates from the currently effective proportion of 10% of the principal amount to 15% and 30% by 2012 and 2016, respectively.

Principal Regulations Applicable to Credit Card Companies

General

Any person, including a bank, wishing to engage in the credit card business must obtain a license from the Financial Services Commission. In addition, in order to enter the credit card business, a bank must obtain a license from the Financial Services Commission (hereinafter, a bank which obtains such license is defined as “licensed bank engaged in the credit card business”). The credit card business is regulated and governed by the Specialized Credit Financial Business Act. Under the Specialized Credit Financial Business Act and regulations thereunder, a company in the same conglomerate group (as defined in the Monopoly Regulation and Fair Trade Act) may engage in the credit card business even though another company in the same conglomerate group is already engaged in such business, which was previously not permitted.

The Specialized Credit Financial Business Act establishes guidelines on capital adequacy and provides for other regulations relating to the supervision of credit card companies. The Specialized Credit Financial Business Act delegates regulatory authority over credit card companies to the Financial Services Commission and its executive body, the Financial Supervisory Service.

A licensed bank engaging in the credit card business is regulated by the Financial Services Commission and the Financial Supervisory Service.

The Financial Services Commission regulates credit card companies and licensed banks engaged in the credit card business by establishing guidelines or regulations on management of such companies. Moreover if the Financial Services Commission deems the financial condition of a credit card company or a licensed bank engaged in the credit card business to be unsound or such companies fail to satisfy the guidelines or regulations, the Financial Services Commission may take certain measures to improve the financial condition of such companies.

Restrictions on Scope of Business

Under the Specialized Credit Financial Business Act, a credit card company may conduct only the following types of business: (i) credit card business as licensed or other specialized credit finance businesses as registered pursuant to the Specialized Credit Financial Business Act; (ii) the businesses ancillary to the credit card business, (for example, providing cash advance loans to existing credit card holders, issuing and settling of debit cards and issuing, selling and settling of pre-paid cards); (iii) provision of unsecured or secured loans; (iv) provision of discount on notes; (v) purchase, management and collection of account receivables originated by companies in the course of providing goods and services; (vi) provision of payment guarantee; (vii) asset management business under the Asset Backed Securitization Act; (viii) credit investigation; and (ix) other incidental businesses related to the foregoing. Under the Specialized Credit Financial Business Act, a credit card company’s scope of business includes “businesses that utilize existing manpower, assets or facilities in a credit card company, as designated by the Financial Services Commission.” Under the current regulation established by the Financial Services Commission, a credit card company may engage in various types of business including, but not limited to,e-commerce, operation of insurance agency, delegation of card issuance, supply of payment settlement system, loan brokerage and brokerage of collective investment securities.

A credit card company’s average balance of claim amounts arising from the advance of loans to credit card holders (excluding such claims arising from the re-advance of loans to credit card holders following a change in the maturity or interest rate of such loans as part of a debt restructuring) as of the end of each quarter may not exceed the sum of the following amounts:

 

Average balance of claims during a quarter arising from the purchase of goods or services by credit card holders with credit cards; and

 

Amount of debit card usage during a quarter by debit card members.

Capital Adequacy

The Specialized Credit Financial Business Act provides for a minimum paid-in capital amount of: (i) W20 billion in the case of a specialized credit financial business company which wishes to engage in no more than two kinds of core businesses (i.e. credit card, installment finance, leasing and new technology business) and (ii) W40 billion in the case of an specialized credit financial business company, which wishes to engage in three or more kinds of core businesses.

Under the Specialized Credit Financial Business Act and regulations thereof, a credit card company must maintain a “capital adequacy ratio,” defined as the ratio of adjusted equity capital to adjusted total asset, of 8% or more and a “delinquent claim ratio,” defined as the ratio of delinquent claims to total claims as set forth under the regulations relating to the Specialized Credit Financial Business Act, of less than 10%.

Under the Specialized Credit Financial Business Act and regulations thereof, the minimum ratio of allowances for losses on loans, leased assets (except assets subject to an operating lease) and suspense receivables as of the date of accounting settlement (including semiannual preliminary accounts settlement) would be 0.5% of normal assets, 1% of precautionary assets and 20% of substandard assets, 75% of doubtful assets and 100% of estimated loss assets, and the minimum ratio of allowances for losses on card assets would be 1.1% (or 2.5%, in the case of card loan assets and revolving assets) of normal assets, 40% (or 50%, in the case of card loan assets and revolving assets) of precautionary assets, 60% (or 65%, in the case of card loan assets and revolving assets) of substandard assets, 75% of doubtful assets and 100% of estimated loss assets. In addition, a credit card company has to reserve a certain amount calculated according to relevant regulations as loss allowances for unused credit limits.

Liquidity

Under the Specialized Credit Financial Business Act and regulations thereunder, a credit card company must maintain a Won liquidity ratio (Won-denominated current assets/Won-denominated current liabilities) of 100%

or more. In addition, once a credit card company is registered as a foreign exchange business institution with the Minister of the Ministry of Strategy and Finance, such credit card company is required to (1) maintain a foreign-currency liquidity ratio within three months (defined as foreign-currency liquid assets due within three months divided by foreign-currency liabilities due within three months) of not less than 80%, (2) maintain a ratio of foreign-currency liquid assets due within seven days (defined as foreign-currency liquid assets due within seven days less foreign-currency liabilities due within seven days, divided by total foreign-currency assets) of not less than 0% and (3) maintain a ratio of foreign-currency liquid assets due within a month (defined as foreign-currency liquid assets due within a month less foreign-currency liabilities due within a month, divided by total foreign-currency assets) of not less than negative 10%. The Financial Services Commission requires a credit card company to submit quarterly reports with respect to the maintenance of these ratios.

Restrictions on Funding

Under the Specialized Credit Financial Business Act, a credit card company may raise funds using only the following methods: (i) borrowing from financial institutions, (ii) issuing corporate debentures or notes, (iii) selling securities held by the credit card company, (iv) transferring claims held by the credit card company, (v) borrowing and issuing foreign currency securities after registering itself as a foreign exchange business institutions under the Foreign Exchange Transactions Law, (vi) transferring claims held by the credit card company in connection with its businesses, or (vi)(vii) issuing securities backed by the claims held by the credit card company relating to its businesses.

Furthermore, a credit card company may borrow funds from offshore or issue foreign currency denominated securities once it is registered as a foreign exchange business institution with the Minister of the Ministry of Strategy and Finance.

A credit card company must ensure that its total asset does not exceed six times the amount of its equity capital. However, if the credit card company cannot comply with such limit due to the occurrence of unavoidable events such as drastic changes in the domestic and global financial markets, such limit of its total assets compared to the equity capital may be adjusted by a resolution of the Financial Services Commission. A non-credit card company must ensure that its total asset does not exceed ten times the amount of its equity capital.

Restrictions on Loans to Affiliate Companies

Under the Specialized Credit Financial Business Act and regulations thereof, a credit card company may not provide loans exceeding 100% of its equity capital, in the aggregate, to its specially related persons (as defined under the relevant laws) including, but not limited to, its affiliates.

Restrictions on Assistance to Other Companies

Under the Specialized Credit Financial Business Act, a credit card company may not engage in any of the following acts in conjunction with other financial institutions or companies: (i) holding voting shares under cross shareholding or providing credit for the purpose of avoiding the restrictions on loans to affiliate companies; (ii) acquiring shares under cross shareholding for the purpose of avoiding the limitation on purchase of its treasury shares under the Korean Commercial Code or the Financial Investment Services and Capital Markets Act; or (iii) other acts which are likely to have a material adverse effect on the interests of transaction parties as stipulated by the Presidential Decree to the Specialized Credit Financial Business Act, which are not yet provided.

A credit card company also may not extend credit for enabling another person to purchase the shares of such credit card company or to arrange financing for the purpose of avoiding the restrictions on loans to affiliate companies.

Restrictions on Investment in Real Estate

Under the Specialized Credit Financial Business Act and the regulations thereof, a credit card company may possess real estate only to the extent that such business conduct is designated by such laws and regulations, with

certain exceptions such as for the purposes of factoring or leasing or as a result of enforcing its security rights, provided that the Financial Services Commission may limit the maximum amount a credit card company may invest in real estate investments for business purposes up to a percentage equal to or in excess of 100% of its equity capital.

Restrictions on Shareholding in Other Companies

Under the Specialized Credit Financial Business Act and the Act on the Structural Improvement of the Financial Industry, a credit card company and its affiliate financial institutions (together a “group”) are required to obtain prior approval of the Financial Services Commission if such credit card company, together with its affiliate financial institutions, (i) owns 20% or more of outstanding voting shares of a target company or (ii) owns 5% or more of outstanding voting shares of a target company, and shall be deemed to have control of the target company, including being the largest shareholder of such target company or otherwise.

Disclosure and Reports

Pursuant to the Specialized Credit Financial Business Act and the regulations thereof, the ordinary disclosure requirement for a credit card company is to disclose any material matters relating to management performance, profits and losses, corporate governance, competence of the employees or risk management within three months from the end of each fiscal year and within two months from the end of the first half of the fiscal year. In addition, a credit card company is required to disclose on an on-going basis certain matters such as the

occurrence of non-performing loans, a financial incident or losses exceeding certain amounts. In addition, under the regulations issued by the Financial Services Commission, a credit card company or a licensed bank engaging in the credit card business must submit such report as required by the Governor of the Financial Supervisory Service, with certain important matters being reported as frequently as each month. In addition, all companies engaged in the specialized credit financial business under the Specialized Credit Financial Business Act, including, without limitation, credit card companies, must file a report to the Financial Supervisory Service regarding the result of settlement of accounts within one month after the end of its fiscal year. Also, these companies are required to conduct a provisional settlement of accounts for each quarter and file a report to the Financial Supervisory Service within one month after the end of such quarter.

Risk of Loss Due to Lost, Stolen, Forged or Altered Credit Cards

Under the Specialized Credit Financial Business Act, upon notice from the holder of a credit card or a debit card of its loss or theft, a credit card company or a licensed bank engaged in the credit card business, as the case may be, is liable for any loss arising from the unauthorized use of credit cards or debit cards thereafter as well as any loss from unauthorized transactions made within 60 days prior to such notice. However, a credit card company or a licensed bank engaged in the credit card business, as the case may be, may transfer to the cardholder all or part of the risks of loss associated with unauthorized transactions made within 60 days prior to such notice, in accordance with the standard terms and conditions agreed between the credit card company or the licensed bank engaged in the credit card business, as the case may be, and the cardholder, provided that the loss or theft must be due to the cardholder’s willful misconduct or negligence. Disclosure of a cardholder’s password under duress or threat to the cardholder’s or his/her family’s life or health will not be deemed as the cardholder’s willful misconduct or negligence.

Moreover, a credit card company or a licensed bank engaged in the credit card business, as the case may be, is also responsible for any losses resulting from the use of forged or altered credit cards, debit cards and pre-paid cards. However, a credit card company or a licensed bank engaged in the credit card business, as the case may be, may transfer all or part of this risk of loss to holders of credit cards in the event of willful misconduct or gross negligence by holders of such cards if the terms and conditions of the written agreement entered between the credit card company or a licensed bank engaged in the credit card business, as the case may be, and holders of such cards specifically provide for such transfer. For these purposes, disclosure of a customer’s password that is made intentionally or through gross negligence, or the transfer of or giving as collateral of the credit card or debit card, is considered willful misconduct or gross negligence.

In addition, the Specialized Credit Financial Business Act prohibits a credit card company from transferring to merchants the risk of loss arising from lost, stolen, forged or altered credit cards, debit cards or pre-paid cards; provided, however, that a credit card company may enter into an agreement with a merchant under which the merchant agrees to be responsible for such loss if caused by the merchant’s gross negligence or willful misconduct.

Each credit card company or a licensed bank engaged in the credit card business must institute appropriate measures such as establishing reserves, purchasing insurance or joining a cooperative association in order to fulfill its obligations related to the risk of loss arising from unauthorized use due to lost, stolen, forged or altered credit cards, debit cards or pre-paid cards.

Under the Specialized Credit Financial Business Act, the Financial Services Commission may take necessary measures to maintain credit order and protect consumers by establishing standards to be complied with by credit card companies relating to:

 

maximum limits for cash advances on credit cards;

 

restrictions on debit cards with respect to per day or per transaction usage;

 

aggregate issuance limits and maximum limits on the amount per card on pre-paid cards;

calculation and determination of credit limits;

 

determination of the amount limit of credit cards;

 

provisions included in credit card agreements;

 

management of credit card merchants;

 

collection on claims; or

 

classification of credit card holders for purposes of determining the fees applicable to such holders.

Lending Ratio in Ancillary Business

Pursuant to the Presidential Decree of the Specialized Credit Financial Business Act, as amended in September 2013, a credit card company must maintain a quarterly average balance of receivables arising from cash advances to credit card holders (excluding cash advances incurred by re-lending to a credit card holder after modifying the terms and conditions, such as maturity or interest rate, of the original cash advance for debt rescheduling purposes) no greater than its aggregate quarterly average balance of receivables arising from credit card holders’ purchase of goods and services (excluding the amount of receivables arising from the purchase of goods and services using an exclusive use card for business purposes) plus its aggregate quarterly amount of payments made by members using their debit cards.

Issuance of New Cards and Solicitation of New Card Holders

The Presidential Decree of the Specialized Credit Financial Business Act establishes the conditions under which a credit card company or a licensed bank engaged in the credit card business may issue new cards and solicit new members. Specifically, new credit cards may be issued only to the following persons that meet all of the following criteria: (i) age of 19 years or more as defined in the Korean Civil Code, or age of 18 years or more with evidence of employment as of the date of the credit card application; (ii) satisfaction of a minimum credit score as publicly announced by the Financial Services Commission, provided that the minimum personal credit score requirement will not apply in the case where (a) the credit card company can confirm through objective evidence that an applicant is sufficiently capable of paying for his or her credit card use or such applicant can provide objective evidence therefor, or (b) a credit card function is added to an existing debit card for added convenience to the card holder and the credit card function is subject to limits determined by the Financial Services Commission andCommission; (iii) satisfaction of the application scoring system for the relevant credit; and (iv) verification of personal identity.

In addition, a credit card company or a licensed bank engaged in the credit card business, as the case may be, may not engage in the following methods of soliciting credit card holders: (i) providing economic benefits or conditioning such benefits in excess of 10% of the annual credit card fee (in the case of no-annual fee credit cards, the average annual fees will beW10,000) in connection with issuance of credit cards; (ii) solicitation on streets and private roads as prescribed under the Road Act and Private Road Act, public place and corridors used by the general public; (iii) solicitation through visits, except those visits made upon prior consent and visits to a business area; (iv) solicitation through pyramid sales methods; and (v) solicitation through the Internet, as further discussed below.

In addition, a credit card company or a licensed bank engaged in the credit card business is required to check whether the credit card applicant has any delinquent debt owed to any other credit card company or other financial institutions which the applicant is unable to repay, and also require, in principle, with respect to solicitations made through the Internet, the certified electronic signature of the applicant. Moreover, persons who intend to engage in solicitation of credit card applicants must register with the Financial Services Commission, unless the solicitation is made by officers or employees of a credit card company or a company in business alliance with such credit card company.

Compliance Rules on Collection of Receivable Claims

Pursuant to the Specialized Credit Financial Business Act and its regulations, a credit card company or a licensed bank engaged in the credit card business are prohibited from collecting its claims by way of:

 

exerting violence or threat of violence;

 

informing a Related Party (a guarantor of the debtor, blood relative or fiancée of the debtor, a person living in the same household as the debtor or a person working in the same workplace as the debtor) of the debtor’s liability without just cause;

 

providing false information relating to the debtor’s obligation to the debtor or his or her Related Party;

 

threatening to sue or suing the debtor for fraud despite lack of affirmative evidence to establish that the debtor has submitted forged or false documentation with respect to his/her capacity to make payment;

 

visiting or telephoning the debtor during late hours between 9:00 p.m. and 8:00 a.m.; and

 

utilizing other uncustomary methods to collect the receivables thereby invading the privacy or the peacefulness in the workplace of the debtor or his or her Related Party.

Principal Regulations Applicable to Financial Investment Companies

General

The securities business is regulated and governed by the Financial Investment Services and Capital Markets Act. Financial investment companies are under the regulation and supervision of the Financial Services Commission, the Financial Supervisory Service and the Securities and Futures Commission.

Under the Financial Investment Services and Capital Markets Act, a financial investment company may engage in dealing, brokerage, collective investment, investment advice, discretionary investment management or trust businesses if it has obtained relevant licenses from the Financial Services Commission.

A financial investment company may also engage in certain businesses ancillary to the primary business or certain other additional businesses by submitting a report to the Financial Services Commission at least seven days prior to the commencement of the business without obtaining any separate license. Approval to merge with any other entity or to transfer all or substantially all of a business must also be obtained from the Financial Services Commission.

Under the Act on the Structural Improvement of the Financial Industry, if the Korean government deems a financial investment company’s financial condition to be unsound or if a financial investment company fails to meet the applicable Net Operating Equity Ratio (as defined below), the government may order certain sanctions, including among others, sanctions against a financial investment company or its officers or employees, capital increase or reduction and a suspension or assignment of a part or all of business operation.

Regulations on Financial Soundness — Capital Adequacy

The Financial Investment Services and Capital Markets Act sets forth various types of brokerage and/or dealing business licenses based on (i) the scope of products and services that may be provided by each type of the brokerage and/or dealing licensee and (ii) the type of customers to which such products and services may be provided. For example, a financial investment company engaged in the brokerage, dealing and underwriting businesses with retail investors as well as professional investors in connection with all types of securities is required to have a minimum paid-in capital ofW53 billion in order to obtain a license for such brokerage, dealing and underwriting businesses.

Under the Financial Investment Service Regulations, as amended effective as of December 12, 2014, the soundness requirement of financial investment companies changed from the previous net operating equity ratio requirement to a net equity ratio requirement. The net equity ratio is calculated according to the following formula:

Net Equity Ratio = (Net Operating Equity – Total Risk) / Equity Capital Maintenance Requirement for Each Service Unit

The terms “Net Operating Equity” and “Total Risk” for the purpose of the above-stated formula are defined and elaborated in the regulations of the Financial Services Commission. Generally, the Net Operating Equity, the Total Risk and the Equity Capital Maintenance Requirement for Each Service Unit are to be calculated according to the following formula:

Net Operating Equity = Net assets (total assets – total liabilities) – the total of items that may be deducted + the total of items that may be added;

Total Risk = market risk + counterparty risk + management risk; and

Equity Capital Maintenance Requirement for Each Service Unit = Mandatory Equity Capital to be Required for Each Licensed Service Unit × 70%

The regulations of the Financial Services Commission requires, among other things, financial investment companies to maintain the net equity ratio at a level equal to or higher than 100% at the end of the each quarter of the fiscal year.

In addition, all Korean companies, including financial investment companies, are required to set aside, as a legal reserve, 10% of the cash portion of the annual dividend or interim dividend in each fiscal year until the reserve reaches 50% of the stated capital.

Under the Financial Investment Services and Capital Markets Act and regulations thereunder, the minimum ratio of allowances for losses on loans and suspense receivables specified under such regulations is 0.5% of normal assets, 2% of precautionary assets, 20% of substandard assets, 75% of doubtful assets and 100% of estimated loss assets.

Other Provisions on Financial Soundness

The Financial Investment Services and Capital Markets Act, the Presidential Decree of the Financial Investment Services and Capital Markets Act and the regulations of the Financial Services Commission also include certain provisions which are designed to regulate certain types of activities relating to the management of the assets of a securities company, subject to certain exceptions. Such provisions include:

 

restrictions on the holdings by a securities company of securities issued by another company which is the largest shareholder or the major shareholder (each as defined under the Financial Investment Services and Capital Markets Act) of such securities company; and

 

restrictions on providing money or credit to the largest shareholder (including specially-related persons of such shareholder), major shareholders, officers and specially-related persons of the securities company.

Principal Regulations Applicable to Insurance Companies

General

Insurance companies are regulated and governed by the Insurance Business Act, as amended (the “Insurance Business Act”). In addition, insurance companies in Korea are under the regulation and supervision of the Financial Services Commission and its governing entity, the Financial Supervisory Service.

Under the Insurance Business Act, approval to commence an insurance business must be obtained from the Financial Services Commission based on the type of insurance businesses, which are classified as life insurance business, non-life insurance business and third type insurance business. Life insurance business means an insurance business which deals with life insurance policies or pension insurance policies (including retirement insurance policies). Non-life insurance business means an insurance business which deals with fire insurance policies, marine insurance policies, car insurance policies, guaranty insurance policies, reinsurance policies, liability insurance policies or other insurance policies prescribed under the Presidential Decree of the Insurance Business Act. Third type insurance business means an insurance business which deals with injury insurance policies, health insurance policies or nursing care insurance policies. Under the Insurance Business Act, insurance companies are not allowed to engage in both a life insurance business and a non-life insurance business, subject to certain exceptions.

If the Korean government deems an insurance company’s financial condition to be unsound or if an insurance company fails to properly manage the business as set forth under relevant Korean law, the government may order certain sanctions including, among others, sanctions against an insurance company or its officers or employees, capital increase or reduction and a suspension or assignment of a part or all of business operation.

Capital Adequacy

The Insurance Business Act requires a minimum paid-in capital ofW30 billion for an insurance company; provided, that, the insurance company which intends to engage in only certain types of insurance policies may have a lower paid-in capital pursuant to the Presidential Decree of the Insurance Business Act.

In addition to the minimum capital requirement, an insurance company is required to maintain a Solvency Margin Ratio of 100% or more. “Solvency Margin Ratio” is the ratio of the Solvency Margin to the Standard Amount of the Solvency Margin. Solvency Margin is the aggregate amount of paid-in capital, reserve for dividends to policyholders, allowance for bad debt and subordinated debt amount and others similar thereto as set out in the regulation of the Financial Services Commission, less non-amortized acquisition costs, goodwill and others similar thereto as appearing in the regulation of the Financial Services Commission. The Standard Amount of Solvency Margin for life insurance companies is defined under the regulation of the Financial Services Commission and is required to comply with the risk based capital regime.

Under the Insurance Business Act, the Presidential Decree and other regulations thereunder, for each accounting period, insurance companies are required to appropriate policy reserve that is earmarked for future payments of insurance money, refund and dividends to policyholders (hereinafter collectively referred to as “Insurance Money”) for each insurance contract. However, if an insurance company has reinsured a portion of its insurance contracts with a creditworthy reinsurance company in order to lower its overall risk, in principle, the insurance company is not required to appropriate policy reserve for the reinsured contracts. Instead, the reinsurance company is required to appropriate such policy reserve for the reinsured contracts. However, if an insurance company transfers more than 50% of its risk to a reinsurance company, the amount of risk transferred in excess of 50% will be disallowed for purposes of calculating the solvency margin ratio. In particular, if the ratio of the risks transferred to the reinsurance company to the total risks insured by an insurance company exceeds 50%, such insurance company will be required to have net assets in relation to such risks transferred in excess of the 50% threshold for purposes of the solvency margin requirement. The Insurance Business Act was amended on January 24, 2011 to classify the insurance products into two categories: (i) reportable insurance products and (ii) voluntary insurance products. Under this amendment, only the changes to the terms and conditions of the reportable insurance products require a prior report and approval from the Financial Supervisory Service and the voluntary insurance products can be sold without prior approval from the Financial Supervisory Service. The policy reserve needs to be appropriated in accordance with the policy reserve calculation method for each insurance product as stipulated in amended Insurance Business Act.

The policy reserve amount consists of the following: (i) premium reserves and prepaid insurance premiums which are calculated under the methods determined by the written calculation methods for insurance premiums and policy reserves by insurance types or by lapses of insurance period, with regard to the contracts for which the causes for payment of the Insurance Money have yet to occur as of the end of each accounting period; (ii) amounts for which a lawsuit is pending on the Insurance Money or amounts for which a payment has been fixed with regard to the contracts for which the causes for payment of Insurance Money have occurred as of the end of each accounting period, and amounts which have not been paid yet due to an unsettled amount for paying the Insurance Money, even if the causes for payment of the Insurance Money have already occurred; and (iii) amounts reserved by an insurance company for allocation to policyholders.

Pursuant to the regulations established by the Financial Services Commission, insurance companies are required to maintain allowances for outstanding loans, accounts receivables and other credits (including accrued income, payment on account, and bills receivables or dishonored) in an aggregate amount covering not less than 0.5% of normal credits, 2% of precautionary credits, 20% of substandard credits, 50% of doubtful credits and 100% of estimated loss credits, provided that the minimum ratio of allowances for certain type of outstanding loans by insurance companies to individuals and households (including, retail loans, housing loans, and other forms of retail loans extended to individuals not registered for business), is increased to 1% of normal credits, 10% of precautionary credits and 55% of doubtful credits . Furthermore, the regulations on insurance companies became more stringent in September 2010 by adding a requirement that insurance companies maintain allowance for bad debts in connection with real estate project financing loans in excess of 0.9% of normal credits and 7% of precautionary credits.

Variable Insurance and Bancassurance Agents

Variable insurance is regulated pursuant to the Insurance Business Act and the Financial Investment Services and Capital Markets Act. In order for an insurance company to sell variable insurance to a policyholder and operate such variable insurance, the insurance company must obtain a license with respect to collective investment business from the Financial Services Commission and register as a selling company with the Financial Services Commission. In this case, according to the Financial Investment Services and Capital Markets Act, an insurance company will be regulated as an investment trust and assets acquired in connection with variable insurance must be held by a trust company that is registered with the Financial Services Commission pursuant to the Financial Investment Services and Capital Markets Act.

According to the Financial Investment Services and Capital Markets Act, insurance companies may operate variable insurance through (i) mandating all of the management and the management instruction business to another asset management company, (ii) operating by way of discretionary investment all of the assets constituting the investment advisory assets out of the investment trust assets, or (iii) operating all of the investment trust assets into other collective investment securities, thereby allowing all of the particular variable insurance assets to be outsourced.

The Insurance Business Act permits banks, securities companies, credit card companies and other financial institutions to register as insurance agents or insurance brokers and engage in the insurance business (the “Bancassurance Agents”), who are currently permitted to sell all types of life and non-life insurance products, except for protection type insurance products, such as whole life insurance, critical illness insurance and automobile insurance.

Restrictions on Investment of Assets

According to the Insurance Business Act, insurance companies are prohibited from making any of the following investment of assets:

 

owning any real estate (excluding any real estate owned as a result of enforcing their own security interest) other than real estate for conducting its business as designated by the Presidential Decree. In any case, the total amount of real estate owned by an insurance company must not exceed 15% of its Total Assets, provided that investment in real estate for a separate account is limited to 15% of the assets of such separate account;

any case, the total amount of real estate owned by an insurance company must not exceed 15% of its Total Assets, provided that investment in real estate for a separate account is limited to 15% of the assets of such separate account;

 

loans made for the purpose of speculation in commodities or securities;

 

loans made directly or indirectly to enable a natural or legal person to buy their own shares;

 

loans made directly or indirectly to finance political campaigns and other similar activities; and

 

  loans made to any of the insurance company’s officers or employees other than loans based on insurance policy or de minimis loans of up to (1) W20 million in the case of a general loan, (2) W50 million in the case of a general loan plus a housing loan, or (3) W60 million in the aggregate for general loans and housing loans and loans to pay damages arising from wrongful acts of employees in financial transactions.loans.

In addition, insurance companies are not allowed to exceed the following limits in making the following investments:

 

with respect to holding foreign currency under the Foreign Exchange Transaction Act or owning offshore real estate, 30% of its Total Assets; and

 

with respect to the sum of margins for a futures exchange designated by the Presidential Decree or a foreign futures exchange, and commitment amounts of over-the-counter derivatives must not exceed 6% of its Total Assets, provided that the over-the-counter derivative trades are limited to 3%. The derivatives trades of a separate account are limited to 6% of the assets of separate account, provided that the over-the-counter derivatives trades are limited to 3%.

Regulations on Class Actions Regarding Securities

The Law on Class Actions Regarding Securities was enacted as of January 20, 2004 and last amended on May 28, 2013. The Law on Class Actions Regarding Securities governs class actions suits instituted by one or more representative plaintiff(s) on behalf of 50 or more persons who claim to have been damaged in a capital markets transaction involving securities issued by a listed company in Korea.

Applicable causes of action with respect to such suits include:

 

claims for damages caused by misleading information contained in a securities statement;

 

claims for damages caused by the filing of a misleading business report, semi-annual report, or quarterly report;

 

claims for damages caused by insider trading or market manipulation; and

 

claims instituted against auditors for damages caused by accounting irregularities.

Any such class action may be instituted upon approval from the presiding court and the outcome of such class action will have a binding effect on all potential plaintiffs who have not joined the action, with the exception of those who have filed an opt out notice with such court.

U.S. Regulations

As substantially all of our and our subsidiaries’, operations are in Korea, we are primarily subject to the regulations and supervision of the Financial Services Commission and the Financial Supervisory Service. Our subsidiaries, however, have limited operations in the United States, and we own a bank in the United States. Therefore, we and our U.S. operations are subject to U.S. supervision, regulation and enforcement by relevant authorities in the United States with regard to our U.S. operations.

U.S. Banking Regulations

Our operations in the United States are subject to a variety of regulatory regimes. Shinhan Bank maintains an uninsured branch in New York, which is licensed by the New York State Department of Financial Services (“Department”) and registered with the banking authority of Korea. ShinhanKorea.Shinhan Bank’s New York branch is subject to regulation and examination by the Department under its licensing authority. In addition, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) exercises examination and regulatory authority over Shinhan Bank’s U.S. branch. We also own a non-member state chartered bank, Shinhan Bank America, which is regulated by the Department, as its chartering authority, and by the Federal Deposit Insurance Corporation (“FDIC”), as its primary federal banking regulator and as the insurer of its deposits. Our U.S. branch and U.S. bank subsidiary are subject to restrictions on their respective activities, as well as prudential restrictions, such as limits on extensions of credit to a single borrower, and restrictions on transactions with affiliates, among other things. We are also a financial holding company and a bank holding company under U.S. banking laws and our U.S. operations are subject to regulation, supervision and enforcement by the Federal Reserve.

Shinhan Bank’s U.S. Branch

The Department, as the licensing authority of Shinhan Bank’s U.S. branch, has the authority, in certain circumstances, to take possession of the business and property of Shinhan Bank located in New York. Such circumstances generally include violations of law, unsafe business practices and insolvency. If the Department exercised this authority over the New York branch of Shinhan Bank, all assets of Shinhan Bank located in New York would generally be applied first to satisfy creditors of the New York branch. Any remaining assets would be applied to satisfy creditors of other U.S. offices of Shinhan Bank, after which any residual assets of the New York branch would be returned to the principal office of Shinhan Bank, and made available for application pursuant to any Korean insolvency proceeding.

Financial Holding Company

BecauseIn addition to the direct regulation of Shinhan Bank’s U.S. branch by the Department and the Federal Reserve, because we operate a U.S. branch and have a subsidiary bank in the U.S., our nonbanking activities in the United States are subject to regulation by the Federal Reserve pursuant to the International Banking Act of 1978, the Bank Holding Company Act of 1956 (the “BHC Act”), and other laws. We have elected to be a “financial

holding company” under the BHC Act. Financial holding companies may engage in a broader spectrum of activities than bank holding companies or foreign banking organizations that are not financial holding companies, including underwriting and dealing in securities. To maintain our financial holding company status, (i) we and our U.S. subsidiary bank located in New York are required to be “well capitalized” and “well managed”,managed,” (ii) our U.S. branch and our U.S. subsidiary bank located in New York are required to meet certain examination ratings, and (iii) our subsidiary bank in New York is required to maintain a rating of at least “satisfactory” under the Community Reinvestment Act of 1977 (the “CRA”).

A major focus of U.S. governmental policy relating to financial institutions in recent years has been aimed at fighting money laundering and terrorist financing. Regulations applicable to us and our subsidiaries impose obligations to maintain effective policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identities of clients. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious consequences for the firm, both in legal terms and in terms of our reputation.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted on July 21, 2010 in response to the financial crisis, impacts the financial services industry by addressing, among other issues, systemic risk oversight, bank capital standards, the liquidation of failing systemically important institutions, OTC derivatives, the ability of banking entities, including non-U.S. banks with branches in the U.S., like us, to engage in proprietary trading activities and invest in hedge funds and private equity (the

so-called Volcker rule), consumer and investor protection, hedge fund registration, securitization, investment advisors, shareholder “say on pay,” the role of credit-rating agencies, and more. The Dodd-Frank Act requires various federal banking and financial regulatory authorities to adopt a broad range of implementing rules and regulations. Such authorities have significant discretion in drafting the implementing rules and regulations and, consequently, the full impact of the Dodd-Frank Act may not be known for years.

The Dodd-Frank Act provides regulators with tools to impose greater capital, leverage and liquidity requirements and other prudential standards, particularly for financial institutions that pose significant systemic risk and bank holding companies with greater than $50 billion in assets. In imposing such heightened prudential standards on non-U.S. banks such as us, the Federal Reserve Board is directed to take into account the principle of national treatment and equality of competitive opportunity, and the extent to which the foreign bank holding company is subject to comparable home country standards. In February 2014, the Federal Reserve Board issued final rules applying enhanced prudential standards to foreign banking organizations, or FBOs, like us with $50 billion or more in total global consolidated assets. The final rules represent significant changes to the way that the U.S. operations of FBOs are supervised by the Federal Reserve within the United States. In particular, the final rules:

 

require an FBO with both $50 billion or more in total global consolidated assets and combined U.S. assets (excluding the total assets of each U.S. branch and agency) of $50 billion or more to establish a U.S. top-tier intermediate holding company (“IHC”) over all U.S. bank and nonbank subsidiaries subject to the proposal;

 

subject an FBO’s IHC to the same capital adequacy standards, including minimum risk based capital and leverage requirements, as those applicable to U.S. bank holding companies;

 

require an FBO with combined U.S. assets of $50 billion or more to have its U.S. operations satisfy certain liquidity risk management standards, conduct liquidity stress tests, and maintain a buffer of highly liquid assets over specified time horizons, and an FBO with combined U.S. assets of less than $50 billion would be required to conduct an internal liquidity stress test and report the results to the Federal Reserve Board on an annual basis; and

 

subject the largest FBOs with the most significant U.S. operations (i.e., those FBOs with $50 billion or more in total global consolidated assets and $50 billion or more in combined U.S. assets, excluding the assets of their U.S. branch and agency networks) to heightened compliance obligations with respect to capital plans, capital and leverage standards, capital stress testing, liquidity stress testing and risk management.

The final rules also include requirements relating to overall risk management and debt-to-equity limits for the U.S. operations of FBOs. Implementation of the final rules began June 1, 2014 with the most significant requirements to be implemented beginning July 1, 2016. Rules imposing single counterparty credit limits and early remediation requirements on FBOs have yet to be finalized. We are currently assessing the full impact of these enhanced prudential requirements on our business.

Shinhan Bank America

Shinhan Bank America, a state chartered bank that is located in New York and is not a member of the Federal Reserve, is subject to extensive regulation and examination by the Department, as its chartering authority, and by the FDIC, as the insurer of its deposits and as its primary federal banking regulator. The federal and state laws and regulations which are applicable to banks regulate, among other things, the activities in which they may engage and the locations at which they may engage in them, their investments, their reserves against deposits, the timing of the availability of deposited funds and transactions with affiliates, among other things. Shinhan Bank America must file reports with the Department and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions, such as establishing branches and mergers with, or acquisitions of, other depository institutions. The Department and the

FDIC periodically examine the bank to test Shinhan Bank America’s safety and soundness and its compliance with various regulatory requirements. This comprehensive regulatory and supervisory framework restricts the activities in which a bank can engage and is intended primarily for the protection of the FDIC insurance fund and the bank’s depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves. Any change in such regulations, whether by the Department, the FDIC or as a result of the enactment of legislation, could have a material adverse impact on Shinhan Bank America and its operations.

Capital Requirements. The FDIC imposes capital adequacy standards on state-chartered banks like Shinhan Bank America. In order to be considered “adequately capitalized”,capitalized,” the FDIC’s current capital regulations require a minimum 3.0% Tier I leverage capital requirement for the most highly-rated state-chartered, non-member banks, with an additional cushion of at least 100 basis points required for all other state-chartered, non-member banks, which effectively will increase the minimum Tier I leverage ratio for such other banks to 4.0%. Under the FDIC’s regulation, the highest-rated banks are those that the FDIC determines are not anticipating or experiencing significant growth and have well diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity, good earnings and, in general, which are considered a strong banking organization and are rated composite 1 under the Uniform Financial Institutions Rating System. Tier I or core capital is defined as the sum of common stockholders’ equity (including retained earnings), non-cumulative perpetual preferred stock and related surplus, and minority interests in consolidated subsidiaries, minus all intangible assets other than certain qualifying supervisory goodwill and certain mortgage servicing rights.

The FDIC also requires that banks meet a risk-based capital standard. The current risk-based capital standard for banks requires, in order to be “adequately capitalized”,capitalized,” the maintenance of a ratio of total capital (which is defined as Tier I capital and supplementary capital) to risk-weighted assets of 8.0% and Tier I capital to risk-weighted assets of 4%. In determining the amount of risk-weighted assets, all assets, plus certain off-balance sheet assets, are multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes are inherent in the type of asset or item. The components of Tier I capital are the same as for the leverage capital standard. The components of supplementary capital include certain perpetual preferred stock, certain mandatory convertible securities, certain subordinated debt and intermediate preferred stock and general allowances for loan and lease losses. Allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of capital counted toward supplementary capital cannot exceed 100% of core capital.

In order for our U.S. bank subsidiary to be classified as “well capitalized”,capitalized,” which is necessary in order for us to maintain our financial holding company status, it must have a Tier I leverage ratio of at least 5%, a Tier I risk-

basedrisk-based capital ratio of at least 6% and a total risk-based capital ratio of at least 10%. Furthermore, banks are generally encouraged to maintain even higher levels of capital during the current period of economic difficulty. In addition, the “prompt corrective action” framework under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), provides, among other things, for expanded regulation of insured depository institutions, including banks, and their parent holding companies. As required by FDICIA, the federal banking agencies have established five capital tiers ranging from “well capitalized” to “critically undercapitalized” for insured depository institutions. Our U.S. bank subsidiary must maintain a minimum 5% Tier I leverage ratio, a 6.5% common equity Tier I ratio, a 8% Tier I risk-based capital ratio and a 10% total risk-based capital ratio to meet the definition of “well capitalized” under FDICIA’s prompt corrective action requirements.

As of December 31, 2014,2015, Shinhan Bank America exceeded all of the capital ratio standards for a well capitalized bank with a Tier I leverage ratio of 13.41%14.02%, a common equity Tier I risk-based capital ratio of 18.88%, a Tier I risk-based capital ratio of 18.83%18.88% and a total risk-based capital ratio of 20.80%19.84%.

The current FDIC capital adequacy guidelines will behave been modified in accordance with “Basel III”.III.” In July 2013, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency issued final rules (the “Final

“Final Rules”) that substantially revise the federal banking agencies’ current capital rules and implement Basel III. The Final Rules, among other things, narrow the definition of capital, and increase capital requirements for specific exposures. They also include higher capital ratio requirements. In addition, consistent with the Dodd-Frank Act, they remove references to, or requirements of reliance on, credit ratings in the capital rules and replace them with alternative standards of creditworthiness. Shinhan Bank America has been subject to the Final Rules since January 1, 2015 and itsAmerica’s current capital ratios satisfy the requirements set forth in the Final Rules.Rules, effective January 1, 2015.

Activities and Investments of New York-Chartered Banks. Shinhan Bank America derives its lending, investment and other authority primarily from the applicable provisions of New York State Banking Law and the regulations of the Department, as well as FDIC regulations and other federal laws and regulations. See “— Activities and Investments of FDIC-Insured State-Chartered Banks” below. These New York laws and regulations authorize Shinhan Bank America to invest in real estate mortgages, consumer and commercial loans, certain types of debt securities, including certain corporate debt securities and obligations of federal, State and local governments and agencies, and certain other assets. A bank’s aggregate lending powers are not subject to percentage of asset limitations, but, as discussed below, there are limits on the amount of credit exposure that a bank may have to a single borrower or group of related borrowers. A New York-chartered bank may also exercise trust powers upon approval of the Department. Shinhan Bank America does not have trust powers.

With certain limited exceptions, Shinhan Bank America may not make loans or extend credit for commercial, corporate or business purposes (including lease financing) to a single borrower, the aggregate amount of which would be in excess of 15% of Shinhan Bank America’s net worth, on an unsecured basis, and 25% of the net worth if the excess is collateralized by readily marketable collateral or collateral otherwise having a value equal to the amount by which the loan exceeds 15% of Shinhan Bank America’s net worth. In calculating the amount of outstanding loans or credit to a particular borrower for this purpose, Shinhan Bank America must include its credit exposure arising from derivative transactions with thatthe borrower.

Activities and Investments of FDIC-Insured State-Chartered Banks. The activities and equity investments of FDIC-insured, state-chartered banks are generally limited to those that are permissible for national banks. Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank. An insured state bank may, among other things, (i) acquire or retain a majority interest in a subsidiary that is engaged in activities that are permissible for the bank itself to engage in, (ii) invest as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets, and (iii) acquire up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions. In addition, an FDIC-insured state-chartered bank may not directly, or indirectly through a subsidiary, engage as “principal” in any activity that is not permissible for a national bank unless the FDIC has determined that such activities would pose no risk to the insurance fund of which it is a member and the bank is in compliance with applicable regulatory capital requirements.

Regulatory Enforcement Authority. Applicable banking laws include substantial enforcement powers available to federal banking regulators. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against

banking organizations and institution-affiliated parties, as defined. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.

Under the New York State Banking Law, the Department may issue an order to a New York-chartered banking institution to appear and explain an apparent violation of law, to discontinue unauthorized or unsafe practices and to keep prescribed books and accounts. Upon a finding by the Department that any director, trustee

or officer of any banking organization has violated any law, or has continued unauthorized or unsafe practices in conducting the business of the banking organization after having been notified by the Department to discontinue such practices, such director, trustee or officer may be removed from office by the Department after notice and an opportunity to be heard. The Department also may take possession of a banking organization under specified statutory criteria.

Prompt Corrective Action. Section 38 of the Federal Deposit Insurance Act (“FDIA”) provides the federal banking regulators with broad power to take “prompt corrective action” to resolve the problems of undercapitalized institutions. The extent of the regulators’ powers depends on whether the institution in question is “well capitalized”,capitalized,” “adequately capitalized”, “undercapitalized”,capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized”.undercapitalized.” A bank is deemed to be (i) “well capitalized” if it has total risk-based capital ratio of 10.0% or more,greater, has a Tier I risk-based capital ratio of 6.0%8.0% or more,greater, has a common equity Tier I capital ratio of 6.5% or greater, has a Tier I leverage capital ratio of 5.0% or moregreater, and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure, (ii) “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more,greater, has a Tier I risk-based capital ratio of 4.0%6.0% or more andgreater, has a common equity Tier I capital ratio of 4.5% or greater, has a Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances)greater and does not meet the definition of “well capitalized”,capitalized,” (iii) “undercapitalized” if it has a total risk-based capital ratio that is less than 8.0%, has a Tier I risk-based capital ratio that is less than 4.0%6.0%, has a common equity Tier I capital ratio of less than 4.5%, or has a Tier I leverage capital ratio that is less than 4.0% (3.0% under certain circumstances), (iv) “significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6.0%, has a Tier I risk-based capital ratio that is less than 4.0%, has a common equity Tier I capital ratio that is less than 3.0%, or has or a Tier I leverage capital ratio that is less than 3.0%, and (v) “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. The regulations also provide that a federal banking regulator may, after notice and an opportunity for a hearing, reclassify a “well capitalized” institution as “adequately capitalized” and may require an “adequately capitalized” institution or an “undercapitalized” institution to comply with supervisory actions as if it were in the next lower category if the institution is in an unsafe or unsound condition or engaging in an unsafe or unsound practice. The federal banking regulator may not, however, reclassify a “significantly undercapitalized” institution as “critically undercapitalized.”

An institution generally must file a written capital restoration plan which meets specified requirements, as well as a performance guaranty by each company that controls the institution, with an appropriate federal banking regulator within 45 days of the date that the institution receives notice or is deemed to have notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Immediately upon becoming undercapitalized, an institution becomes subject to statutory provisions, which, among other things, set forth various mandatory and discretionary restrictions on the operations of such an institution.

FDIC Insurance. Shinhan Bank America is a member ofAmerica’s deposits are insured by the FDIC. As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the FDIC.

In the past fourseveral years, there have been many failures and near-failures among financial institutions, although such failures have been declining in the United States in recent years.institutions. The FDIC insurance fund reserve ratio, representing the ratio of the fund to the level of insured deposits, declined due to losses caused by bank failures and the FDIC then increased its deposit insurance premiums on remaining institutions in order to replenish the insurance fund. The FDIC insurance fund balance increased throughout 2010 and turned positive in 2011. The

Dodd-Frank Act requires the FDIC to increase the ratio of the FDIC insurance fund to estimated total insured deposits to 1.35% by September 30, 2020. If bank failures in the future are more costly than the FDIC currently anticipates, then the FDIC will be required to continue to impose higher insurance premiums. Such an increase would increase our non-interest expense. Thus, despite the prudent steps Shinhan Bank America may take to avoid the mistakes made by other banks, its costs of operations may increase as a result of those mistakes by others.

As required by the Dodd-Frank Act, the FDIC revised its deposit insurance premium assessment rates in 2011. In general, the rates are applied to a bank’s total assets less tangible capital, in contrast to the former rule which applied the assessment rate to a bank’s amount of deposits. The FDIC believes that while the largest banks will face higher assessments under the new system than they would under the former system, most banks, including Shinhan Bank America, will pay a lower total assessment under the new system than they would have paid under the former system.

As a result of the Dodd-Frank Act, the increase in the standard FDIC insurance limit from $100,000 to $250,000 was made permanent. SinceAs the Dodd-Frank Act also authorizedremoved the prohibition on banks to paypaying interest on commercial demand deposits, commercial depositors currently must choose between earning interest on their demand deposits or having the benefit of unlimited deposit insurance coverage.

The FDIC may terminate the deposit insurance of any insured depository institution, including Shinhan Bank America, if it determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. Management is aware of no existing circumstances that would result in termination of Shinhan Bank America’s deposit insurance.

Brokered Deposits. Under federal law and applicable regulations, (i) a well capitalized bank may solicit and accept, renew or roll over any brokered deposit without restriction, (ii) an adequately capitalized bank may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC and (iii) an undercapitalized bank may not (x) accept, renew or roll over any brokered deposit or (y) solicit deposits by offering an effective yield that exceeds by more than 75 basis points the prevailing effective yields on insured deposits of comparable maturity in such institution’s normal market area or in the market area in which such deposits are being solicited. The term “undercapitalized insured depository institution” is defined to mean any insured depository institution that fails to meet the minimum regulatory capital requirement prescribed by its appropriate federal banking agency. The FDIC may, on a case-by-case basis and upon application by an adequately capitalized insured depository institution, waive the restriction on brokered deposits upon a finding that the acceptance of brokered deposits does not constitute an unsafe or unsound practice with respect to such institution. Shinhan Bank America had an aggregate amount of US$5$5 million of brokered deposits outstanding at December 31, 2014.2015.

Community Reinvestment and Consumer Protection Laws. In connection with its lending activities, Shinhan Bank America is subject to a variety of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. Included among these are the Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act and CRA.

The CRA requires FDIC insured banks to define the assessment areas that they serve, identify the credit needs of those assessment areas and take actions that respond to the credit needs of the community. The FDIC must conduct regular CRA examinations of Shinhan Bank America and assign it a CRA rating of “outstanding,”

“satisfactory, “satisfactory,” “needs improvement” or “unsatisfactory.” Shinhan Bank America is also subject to provisions of the New York State Banking Law which impose similar obligations to serve the credit needs of its assessment areas. The Department and the FDIC each periodically assess a bank’s compliance, and makemakes the assessment available to the public. Federal and New York State laws both require consideration of these ratings when reviewing a bank’s application to engage in certain transactions, including mergers, asset purchases and the establishment of branch offices. A negative assessment may serve as a basis for the denial of any such application. Shinhan Bank America has received “satisfactory” ratings from both the Department and the FDIC.

The Dodd-Frank Act created a new federal Consumer Financial Protection Bureau (“Bureau”) with broad authority to regulate and enforce consumer protection laws. The Bureau has the authority to adopt regulations under numerous existing federal consumer protection statutes. The Bureau may also decide that a particular consumer financial product or service, or the manner in which it is offered, is an unfair, deceptive, or abusive act or practice. If the Bureau so decides, it has the authority to outlaw such act or practice. The FDIC enforces the regulations of the Bureau with regard to Shinhan Bank America.

Limitations on Dividends. The payment of dividends by Shinhan Bank America is subject to various regulatory requirements. Under New York State Banking Law, a New York-chartered stock bank may declare and pay dividends out of its net profits, unless there is an impairment of capital, but approval of the Superintendent of Banks is required if the total of all dividends declared in a calendar year would exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, subject to certain adjustments.

Assessments. Banking institutions are required to pay assessments to both the FDIC and the Department to fund the operations of those agencies. The assessments are based upon the amount of Shinhan Bank America’s total assets. Shinhan Bank America must also pay an examination fee to the Department when it conducts an examination.

Transactions with Related Parties. Shinhan Bank America’s authority to engage in transactions with related parties or “affiliates” (i.e., any entity that controls or is under common control with an institution) or to make loans to certain insiders is limited by Sections 23A and 23B of the Federal Reserve Act. Section 23A limits the aggregate amount of transactions with any individual affiliate to 10% of the capital and surplus of the institution and also limits the aggregate amount of transactions with all affiliates to 20% of the institution’s capital and surplus. The term “affiliate” includes, for this purpose, us and any company that we control other than Shinhan Bank America and its subsidiaries.

Loans to affiliates must be secured by collateral with a value that depends on the nature of the collateral. The purchase of low quality assets from affiliates is generally prohibited. Loans and asset purchases with affiliates must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the institution as those prevailing at the time for comparable transactions with nonaffiliated companies. In the absence of comparable transactions, such transactions may only occur under terms and circumstances, including credit standards that in good faith would be offered to or would apply to nonaffiliated companies. Shinhan Bank America’s authority to extend credit to executive officers, directors and 10% shareholders, as well as entities controlled by such persons, is currently governed by Regulation O of the Federal Reserve Board. Regulation O generally requires such loans to be made on terms substantially similar to those offered to unaffiliated individuals (except for preferential loans made in accordance with broad based employee benefit plans), places limits on the amount of loans Shinhan Bank America may make to such persons based, in part, on Shinhan Bank America’s capital position, and requires certain approval procedures to be followed.

Standards for Safety and Soundness. FDIC regulations require that Shinhan Bank America adopt procedures and systems designed to foster safe and sound operations in the areas of internal controls, information systems, internal and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth,

asset quality, earnings and compensation, fees and benefits. Among other things, these regulations prohibit compensation and benefits and arrangements that are excessive or that could lead to a material financial loss. If Shinhan Bank America fails to meet any of these standards, it will be required to submit to the FDIC a plan specifying the steps that will be taken to cure the deficiency. If it fails to submit an acceptable plan or fails to implement the plan, the FDIC will require it to correct the deficiency and until corrected, may impose restrictions on it.

The FDIC has also adopted regulations that require Shinhan Bank America to adopt written loan policies and procedures that are consistent with safe and sound operation, are appropriate for its size, and must be reviewed by its Boardboard of Directorsdirectors annually. Shinhan Bank America has adopted such policies and procedures, the material provisions of which are discussed above as part of the discussion of our lending operations.

U.S. Regulation of Other U.S. Operations

In the United States, Shinhan Investment America Inc., our U.S.-registered broker-dealer subsidiary, is subject to regulations that cover all aspects of the securities business, including, sales methods, trade practices among broker-dealers, use and safekeeping of clients’ funds and securities, capital structure; record-keeping, the financing of clients’ purchases, and the conduct of directors, officers and employees.

Shinhan Investment America Inc. is regulated by a number of different government agencies and self-regulatory organizations, including the SEC and the Financial Industry Regulatory Authority (“FINRA”). Our U.S. subsidiaries are also regulated by some or all of the NYSE, the Municipal Securities Rulemaking Board, the U.S. Department of the Treasury, the Federal Reserve, and the Commodities Futures Trading Commission. In addition, the U.S. states, provinces and territories have local securities commissions that regulate and monitor activities in the interest of investor protection. These regulators have a variety of sanctions available, including the authority to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of the broker-dealer or its directors, officers or employees.

FINRA is dedicated to investor protection and market integrity through effective and efficient regulation and complementary compliance and technology-based services. FINRA covers a broad spectrum of securities businesses, including, registering and educating industry participants, examining securities firms, writing rules, enforcing those rules and the federal securities laws, informing and educating the investing public, providing trade reporting and other industry utilities, and administering a dispute resolution forum for investors and registered firms. It also performs market regulation under contract for the NASDAQ Stock Market, the American Stock Exchange and the Chicago Climate Exchange.

Many of the provisions of the Dodd-Frank Act discussed above will affect the operation of Shinhan Investment America, as well as our U.S. banking operations. Again, the impact of this statute on our operations will depend on the final regulations ultimately adopted by various agencies and oversight boards in coming years.

ITEM 4.C.Organizational Structure

As of the date hereof, we have 13 direct and 1824 indirect subsidiaries. The following diagram provides an overview of our organizational structure, including our significant subsidiaries and our ownership of such subsidiaries as of the date of this annual report:

 

LOGOLOGO

1)Currently in liquidation proceedings.

2)We and our subsidiaries currently own 36.7% in the aggregate.

3)We and our subsidiaries currently own 32.6% in the aggregate.

4)We and our subsidiaries currently own 34.6% in the aggregate.

5)We and our subsidiaries currently own 1.8% in the aggregate.

6)We and our subsidiaries currently own 93.3% in the aggregate.

All of our subsidiaries are incorporated in Korea, except for the following:

 

Shinhan Asia Limited (incorporated in Hong Kong);

 

Shinhan Bank America (incorporated in the United States);

 

Shinhan Bank Canada (incorporated in Canada);

 

Shinhan Bank (China) Limited (incorporated in the People’s Republic of China);

Shinhan Bank Europe GmbH (incorporated in Germany);

 

Shinhan Bank Kazakhstan Limited (incorporated in Kazakhstan);

 

Shinhan Bank Japan (incorporated in Japan);

 

Shinhan Khmer Bank PLC (incorporated in Cambodia);

Shinhan Bank Vietnam Ltd. (incorporated in Vietnam);

 

LLP MFO Shinhan Finance (incorporated in Kazakhstan);

 

Shinhan Investment Corp., USA Inc. (incorporated in the United States);

 

Shinhan Investment Corp., Asia Ltd. (incorporated in Hong Kong); and

 

Shinhan BNP Paribas Asset Management (Hong Kong) Limited (incorporated in Hong Kong).

PT Bank Metro Express (incorporated in Indonesia);

PT Centratama Nasional Bank (incorporated in Indonesia);

Banco Shinhan de Mexico (incorporated in Mexico);

Nam An Securities Co., Ltd. (incorporated in Vietnam); and

PT Shinhan Indo Finance (incorporated in Indonesia).

 

ITEM 4.D.Properties

The following table provides information regarding certain of our properties in Korea.

 

 Area
(In square meters)
  Area
(In square meters)
 

Type of Facility

 

Location

 Building Site (If
Different)
  

Location

 Building Site (If
Different)
 

Registered office and corporate headquarters

 20, Sejong-daero 9-gil, Jung-gu, Seoul100-724, Korea 59,519   5,418   20, Sejong-daero 9-gil, Jung-gu, Seoul 04513, Korea 59,519   5,418  

Shinhan Investment Corp.

 23-2, Youido-dong, Youngdungpo-gu, Seoul, Korea 150-312 70,170   4,765   23-2, Youido-dong, Youngdungpo-gu, Seoul, Korea 150-312 70,170   4,765  

Shinhan Centennial Building

 117, Samgak-dong, Jung-gu, Seoul, Korea 19,697   1,389   117, Samgak-dong, Jung-gu, Seoul, Korea 19,697   1,389  

Shinhan Bank Gwanggyo Branch

 14, 1-ga, Namdaemun-ro, Jung-gu, Seoul, Korea 16,727   6,783   14, 1-ga, Namdaemun-ro, Jung-gu, Seoul, Korea 16,727   6,783  

Shinhan Myongdong Branch

 53-1, 1-ga, Myong-dong, Jung-gu, Seoul, Korea 8,936   1,014   53-1, 1-ga, Myong-dong, Jung-gu, Seoul, Korea 8,936   1,014  

Shinhan Youngdungpo Branch

 57, 4-ga, Youngdungpo-dong, Youngdungpo-gu, Seoul, Korea 6,171   1,983   57, 4-ga, Youngdungpo-dong, Youngdungpo-gu, Seoul, Korea 6,171   1,983  

Shinhan Back Office Support Center

 781, Janghang-dong, Ilsan-gu, Goyang-si, Gyeonggi-do, Korea 24,496   5,856   781, Janghang-dong, Ilsan-gu, Goyang-si, Gyeonggi-do, Korea 24,496   5,856  

Shinhan Bank Back Office and Call Center

 731, Yoksam-dong, Gangnam-gu, Seoul, Korea 23,374   7,964   731, Yoksam-dong, Gangnam-gu, Seoul, Korea 23,374   7,964  

Shinhan Bank Back Office and
Storage Center

 1074, Yongam-dong, Sangdang-gu, Cheongju-Si, Chungcheongbuk-do, Korea 6,019   5,376   1074, Yongam-dong, Sangdang-gu, Cheongju-Si, Chungcheongbuk-do, Korea 6,019   5,376  

Shinhan Card Yoksam-Dong Building

 790-5, Yoksam-dong,Gangnam-gu, Seoul, Korea 7,348   1,185   790-5, Yoksam-dong, Gangnam-gu, Seoul, Korea 7,348   1,185  

Shinhan Data Center

 23-2, Jukjeon-dong, Suji-gu, Yongin, Gyeonggi-do, Korea 44,676   9,114   23-2, Jukjeon-dong, Suji-gu, Yongin, Gyeonggi-do, Korea 44,676   9,114  

Our subsidiaries own or lease various land and buildings for their branches and sales offices.

As of December 31, 2014,2015, Shinhan Bank had a countrywide network of 901899 branches. Approximately 25.2%27.7% of these facilities were housed in buildings owned by us, while the remaining branches were leased properties. As of December 31, 2014,2015, Jeju Bank had 38 branches of which we own 18 of the buildings in which the facilities are located, representing 47.4% of its total branches. Lease terms are generally from two to three years, and seldom exceed five years.

As of December 31, 2014,2015, Shinhan Card had 3328 branches, all but one of which was leased. Lease terms are generally from one to two years. We also lease Shinhan Card’s headquarters for a term of five years. As of December 31, 2014,2015, Shinhan Investment had a nationwide network of 95108 branches of which we own six of the buildings in which the facilities are located, representing 6.3%5.6% of its total branches in Korea. Lease terms are generally from one to two years. As of December 31, 2014,2015, Shinhan Life had 186187 branches which we leased for a term of generally one to two years.

The net book value of all the properties owned by us at December 31, 20142015 wasW2,7422,705 billion. We do not own any material properties outside of Korea.

ITEM 4.E.4A.Unresolved Staff CommentsUNRESOLVED STAFF COMMENTS

We do not have any unresolved comments from the staff of the U.S. Securities and Exchange Commission regarding our periodic reports under the Securities Exchange Act of 1934, as amended.

 

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and notes thereto included in this annual report. The following discussion is based on our consolidated financial statements, which have been prepared in accordance with IFRS.

 

ITEM 5.A.Operating Results

Overview

We are one of the leading financial institutions in Korea in terms of total assets, revenues, profitability and capital adequacy, among others. Incorporated on September 1, 2001, we are the first privately-held financial holding company to be established in Korea. Since inception, we have developed and introduced a wide range of financial products and services in Korea and aimed to deliver comprehensive financial solutions to clients through a convenient one-portal network. According to reports by the Financial Supervisory Service, we are the largest financial services provider in Korea as measured by consolidated total assets as of December 31, 20142015 and operate the thirdfourth largest banking business (as measured by consolidated total bank assets as of December 31, 2014)2015 and the largest credit card business (as measured by the total credit purchase volume as of December 31, 2014)in 2015) in Korea.

Most of our assets are located in, and we generate most of our income from, Korea. Accordingly, our business and profitability are largely dependent on the general economic and social conditions in Korea, including interest rates, inflation, exports, personal expenditures and consumption, unemployment, demand for business products and services, debt service burden of households and businesses, the general availability of credit, the asset value of real estate and securities and other factors affecting the financial well-being of our corporate and retail customers. The Korean economy is closely integrated with, and is significantly affected by, developments in the global economy and financial markets. In recent years, the global economy and financial markets experienced hardship,adverse conditions and volatility, which also had a negativean adverse impact on the Korean economy and in turn on our business and profitability. See “Item 3.D. Risk Factors — Risks Relating to our Banking Business — Difficult conditions and turbulence in the Korean and global economy and financial markets may adversely affect our business, asset quality, capital adequacy and earnings.”

In particular, difficulties in financial and economic conditions could result in significant deterioration in the quality of our assets and accumulation of higher provisioning, allowances for loan losses and charge-offs as an increasing number of our corporate and retail customers declare bankruptcy or insolvency or otherwise face increasing difficulties in meeting their debt obligations. In addition, the continuing slump in the real estate market and the shipbuilding and shipping industries has led to increased delinquency among our corporate borrowers in the construction, real estate leasing, shipbuilding and shipping industries (and in certain cases, even insolvency, corporate restructurings and/or voluntary arrangements with creditors, as was the case for the current and former member companies of the STX Group, Keangnam Enterprises and Dongbu Steel, to each of which we have limited exposure). While we have sought to actively reduce our exposure to such troubled industries through preemptive risk management policies, we cannot assure you that we will not experience further loan losses from borrowers in these industries since the quality of their assets may further deteriorate due to the continued slump in these industries or for other reasons. Shinhan Bank’s delinquency ratio (based on one or more month of delinquency) increased from 0.48% in 2010 to 0.60% in 2011 and 0.61% in 2012, before decreasing to 0.39% in 2013 and decreasing further to 0.31% in 2014 primarily due to Shinhan Bank’s active efforts to reduce its exposure to such troubled industries and other at-risk borrowers through preemptive risk management policies and increased lending to borrowers with high-quality credit profiles as part of Shinhan Bank’s strategic initiative

to improve its asset quality. As for Shinhan Card, its delinquency ratio under the Financial Services Commission guidelines increased from 2.01% in 2010 to 2.27% in 2011 and 2.64% in 2012 largely as a result of an increase in its assets, before stabilizing to 2.15% and 2.18% in 2013 and 2014, respectively, largely as a result of its enhanced preemptive risk management and controlled asset growth as well as the sale of large non-performing loans to improve its asset quality.

We derive most of our income from interest earned on our corporate and retail loans, net of funding costs (which primarily consist of interest payable on customer deposits). Net interest income is largely a function of the average volume of loans and the net interest spread thereon.

In 2013, the average volume of retail loans increased by 5.8% from 2012 largely due to an increase in long-term housing rental deposit loans in tandem with a rise in long-term housing rental prices and an increase in retail loans to high quality customers such as police officers and government employees, which more than offset a decrease in new home purchase mortgage loans due to the continued uncertainty in the outlook for the Korean housing market. In 2013, the average volume of corporate loans increased by 2.6%, largely because corporate borrowers increasingly resorted to debenture issuances through capital markets rather than bank borrowings as their primary funding source due to the ample liquidity in the Korean financial sector and low interest rates available for such debentures. In 2014, the average volume of retail loans grew by 6.1% from 2013, largely due to a continued increase in lending to borrowers with high credit profiles and government employees with relatively strong job security (such

(such as police officers and firefighters) as part of our strategic initiative to increase the volume of lending while maintaining or improving the profit margin and asset quality for such lending, an increase in the volume of long-term housing rental deposit loans in tandem with a growing preference for long-term housing rental in lieu of home ownership due in part to the continued uncertainty in the outlook for the Korean real property market, and a substantial increase in the volume of housing mortgage loans in the second half of 2014 following the series of Government plans to stimulate the general economy and the real estate market through various monetary, fiscal and deregulatory measures as announced in the second half of 2014. In 2014, the average volume of corporate loans increased by 4.7% from 2013, largely due to the relatively stable growth in loans to small- to medium-sized enterprises (which mainly resulted from heightened marketing focus on the good-quality smaller-sized enterprises that are not required to be audited by outside directors) and loans to large corporations (which mainly resulted from an increase in demand for facility loans and acquisition financing).

From 2012 to 2013, bothIn 2015, the average yield on interest-earning assetsvolume of retail loans increased by 12.2% from 2014, primarily as a result of the general decrease in market interest rates and continued increase in demand for housing loans following the average rate on interest-bearing liabilities decreased (withimplementation of government policies in the former decreasingsecond half of 2014 designed to stimulate the real estate market, including the loosening of maximum debt-to-income and loan-to-value ratios. In addition, the volume of mortgage and home equity loans increased as more than the latterhouseholds chose to purchase homes due to a substantial increase in the difference in relative maturity profiles) while the average balance increasedamounts of long-term deposits required for both interest-earning assetshouse rentals and interest-bearing liabilities. Largely due to the greatera general decrease in the average yieldsupply of homes rented on interest-earning assets compared to that forlong-term deposit leases. In 2015, the average ratevolume of corporate loans increased by 8.8% from 2014, principally as a result of the general decrease in market interest rates and increased loan demand from SOHOs and small- and medium-sized enterprises on interest-bearing liabilities, Shinhan Bank’s net interest income decreased by 8.7% fromW4,768 billion in 2012the back of the Government’s policy initiatives toW4,351 billion in 2013. Net interest income after provision for loan losses amounted toW3,950 billion andW3,677 billion in 2012 and 2013, respectively. Shinhan Bank’s operating income also decreased by 17.2% fromW2,078 billion in 2012 toW1,720 billion in 2013. promote the growth of such enterprises.

From 2013 to 2014, both the average yield on interest-earning assets and the average rate on interest-bearing liabilities decreased (with the former decreasing more than the latter due to the difference in relative maturity profiles), including as a result of the decreases in the base interest rate set by the Bank of Korea in August and October 2014, while the average balance increased for both interest-earning assets and interest-bearing liabilities. While the base rate decreases in 2014 had the impact of substantially narrowing the interest rate spread, such impact was largely offset by the increase in the average balance of loans as discussed above. As a result, Shinhan Bank’s net interest income remained relatively stable fromW4,3514,350 billion in 2013 toW4,367 billion in 2014. Net interest income after provision for loan losses increased by 6.1% fromW3,677 billion in 2013 toW3,903 billion in 2014 due to a decrease in provisioning in reflection of the improvement of Shinhan Bank’s overall asset quality. Shinhan Bank’s operating income increased by 4.5% fromW1,720 billion in 2013 toW1,797 billion in 2014.

From 2014 to 2015, both the average yield on interest-earning assets and the average rate on interest-bearing liabilities decreased further (with the former decreasing more than the latter due to the difference in relative maturity profiles), primarily due to the additional cuts in the base interest rate by the Bank of Korea in March and June 2015, while the average balance increased for both interest-earning assets and interest-bearing liabilities. Largely due to the greater decrease in the average yield on interest-earning assets compared to that for the average rate on interest-bearing liabilities, Shinhan Bank’s net interest income decreased by 4.6% fromW4,367 billion in 2014 toW4,165 billion in 2015. Net interest income after provision for loan losses amounted toW3,903 billion andW3,572 billion in 2014 and 2015, respectively. Shinhan Bank’s operating income decreased by 3.5% fromW1,797 billion in 2014 toW1,734 billion in 2015.

As for Shinhan Card, its operating revenue is largely dependent on the transaction volume and less sensitive to interest rate movements than our banking business, since merchant fees (representing a fixed percentage of a credit card purchase amount) provide a stable source of income and our credit card business enjoys more diversified sources of funding, including commercial paper, corporate debentures (which have maturities longer than most bank deposit products) and asset-backed securitizations. The credit card transaction volume is largely dependent on the overall trends of the general Korean economy, such as general consumer spending patterns in Korea. Shinhan Card’s operating revenues remained largely stable fromW4,599 billion in 2012 toW4,615 billion in 2013 and to

W4,597 billion in 2014 and toW4,740 billion in 2015, in each case, largely due to increase in merchant fees collected due to an increase in the volume of credit purchases (especially through check cards), as well as an increase in the volume of credit card loans, which were substantially offset by a decrease in the volume of cash advances. The volume of cash advances has been in a steady decline since 2013 after we ceased allowing installment repayments and a revolving facility for cash advances; partlyadvances. Partly as a result of a substitution effect, credit card loans have increased instead.

The following provides a discussion of the major trends surrounding the general economy and the financial services sector in Korea in 20142015 and our current outlook for 20152016 as they relate to our core businesses. The following discussion represents the subjective view of our management and may significantly differ from the actual results for 2015.2016.

Recent Developments and Outlook forTrends in the Korean Economy

During 2014,In 2015, the global economy underwentcontinued to undergo divergent paths of growth. The growth rate for China’s Gross Domestic Product for 2015 decreased to a quarter-century low of 6.9% despite various measures undertaken by the Chinese government to offset the effects of the sluggish economic growth, including cutting interest rates and adjusting the reserve requirements for its banks. Japan and Europe continued their expansionary monetary policies and are expected to maintain the current policy stance in the near term. The U.S. experienced improvement in the labor market and expressed confidence that inflation will be in line with the U.S. economy showingtarget rate over the medium-term. In response to such signs of stableimprovement, in December 2015, the U.S. Federal Reserve raised its benchmark interest rate by 0.25 percentage points and robustannounced its intention to gradually increase the rates in the future depending on the economic situation.

In the first half of 2015, the Korean economy experienced a slower-than-expected recovery due to delayed global economic recovery and a decrease in domestic consumption resulting in part from the spread of the Middle East Respiratory Syndrome (MERS). However, downward pressure on the growth startingrate was slightly restrained in the second half whileof 2015 due to active stimulation efforts from the restGovernment, ranging from the Bank of Korea’s move to cut the basic interest rate to a historic low to the Ministry of Strategy and Finance’s implementation of a supplementary fiscal budget.

In 2016, we consider the following as potential risks to the Korean economy: (i) sustained recessionary current account surplus resulting from diminishing imports; (ii) increasing proportion of temporary employment; (iii) steadily increasing household debt; (iv) China’s slowing growth and (v) the Korean economy’s vulnerability to depreciation of the world, such as China, JapanJapanese Yen. Also, the Government’s recently announced initiatives to restructure distressed businesses may contribute to medium- and Europe, experienced anemiclong-term growth, or slowdown. Partly as a result of such developments, the U.S. government ended the quantitative easing program while China, Japan and Europe are likelybut is anticipated to continue, if not strengthen, expansionary monetary policies. We expect such divergence to continue in 2015. As for the Korean economy in 2014, it suffered a temporary slowdownrestrict economic recovery in the first half due to the Sewol ferry incident which chilled consumer spending, but rebounded to a limited extent on the back of the government’s stimulus policies in the second half.

In 2015, we expect that the Korean economy will post limited growth assuming continuation of expansionary monetary policies by the Korean government and growth in exports, particularly into the United States. However, significant uncertainties remain, including in the form of the magnitude and speed of the tightening of the money supply by the U.S. government, potential deflation in the Euro zone, slowdown in Chinese and other emerging market economies and the escalation of geopolitical concerns surrounding the Middle East and Russia, and the ensuing risks for the international financial markets and the global economy, any of which may have a material adverse effect on the Korean economy.short-term.

As for interest rate movements, since 2009, Korea, like many other countries, has experienced a low interest rate despite some marginal fluctuations, in 2014 market interest rates generally declined in Koreapart due to sluggish domestic demand, low inflation levelthe Government’s policy to stimulate the economy through active rate-lowering measures. Between 2009 and inflow of foreign capital. In 2015, there was a further2014, the base interest rate decreaseset by the Bank of Korea remained within the band between 2.00% and 3.25%. In an effort to asupport Korea’s economy in light of the recent slowdown in Korea’s growth and uncertain global economic prospects, the Bank of Korea reduced the base interest rate to 1.75% in March 2015 and further reduced such rate to the historic low of 1.75%.1.50% in June 2015, which has since remained unchanged. In light of such developmentthe mixed signals on the economic outlook, the Bank of Korea’s policy path of interest rates in 2016 and alsofor the projected modest growth of Korean economy in 2015, we expect that the low interest rate environment will generally continue in 2015, assuming all other things equal, including no sudden and substantial monetary tightening by governments in the United States and other major economies for policy or other reasons.foreseeable future remains uncertain.

Recent Developments and Outlook for the Korean Financial Sector

Commercial Banking

In 2014,2015, major commercial banks in Korea generally experienced modest growth in terms of assets, and revenues, principally due to a rebound in demand for loans from retail and corporate customers. The asset quality also

improved to a limited extent in terms of both delinquency and non-performing loan ratio.ratios. However, net interest margin for commercial banks generally tightened, for the commercial banks largely due to a decreasethe reduction in the Government-set base rates set by the Korean government as well as intensifyingrate and increasing competition among Korean banks, particularly in relation to certain qualified fixed rate and installment payment loans.

In 2015,Currently, we expect Korean commercial banks to post modest loan growth in tandem with the expected growth in the overall Korean economy. We also expect the asset quality for Korean commercial banks to remain largely stable in 2015 in light of preemptive debt restructuring and conservative provisioning over the recent years. However, in the case of a sharp or sustained rise in interest rates including as a result of a monetary tightening by the U.S. government as currently expected, credit risk may significantly increase in light of the high level of household debt in Korea.

We are currently not aware of any major regulatory developments that may adversely affecthave a material adverse effect on the commercial banking industry in Korea. However, the prolonged low-interest rate environment has presented limited opportunities for commercial banks to generate profit by taking advantage of the differences between deposits and loans, and has fueled intense competition among major commercial banks for quality customers. New services and products recently introduced based on the regulatory changes, such as the account switch service and the individual savings accounts, are also expected to generate competition among banks and between banks and securities firms. Furthermore, aswith the growing popularity of online financial service platforms, online service providers and technology companies with large-scale user networks, such as Daum Kakao makeCorp., NAVER and Samsung Electronics have also intensified the competition by making significant inroads in providing virtual payment services through a system based on a growing convergence of financial services and technology commonly referred to as “fintech”, competition for online“fintech.” In addition, Internet-only banks, which are expected to commence operations as early as the second half of 2016, may introduce new services and offer promotions to attract customers is growing not just amongof the existing commercial banks. Accordingly, commercial banks but also from online service providers. Accordingly, the commercial banks are facingwill likely face increasing pressure to upgrade their service platforms to attract and maintain online users, which represents a growing customer base compared to traditional customers who have primarily conducted banking in-person at physical banking branches.

Credit Cards

In 2014,2015, credit card companies in Korea generally experienced steady growth in profitabilityrevenues and assets and stable asset quality, largely due to steadfast retail spending, cost-cutting measures undertaken by the credit card companies and stabilization in the delinquency ratio, notwithstanding the chilling effect of the Sewol ferry accident on consumer sentiment and the suspension of operation for certain card companies following accidental leaks of customer data.

In 2015, we expect that the credit card companies will continue to record stable revenue and asset growth in tandem with the growthmodest recovery in the overall Korean economy, following fiscaldespite the temporary declines in consumer demand due to persisting economic uncertainties and monetary stimulusthe outbreak of the MERS in May and June 2015. Also in 2015, we experienced an increased threat from mobile payment service providers that are leveraging the convergence of financial services and technology, but at the same time continued to pursue opportunities for expansion into new businesses, aided by a favorable regulatory environment that encourages investments in new products and services.

In 2016, we expect that the recent reduction in merchant fees will inevitably lead to reduced revenues for credit card companies. While the overall asset quality of the Korean government. However, the expected rise in the cost of funding following the anticipated increase in base interest rates and the risk of aggressive marketing, particularly among credit card companies inindustry has been improving and delinquency levels are among the mid- to lower-tiers, may undercut the profitabilitylowest they have ever been largely as a result of the credit card companies. In addition, givencompanies’ improved portfolio management and credit risk practices over the alreadypast decade, we believe it will become increasingly important for credit card companies to take precautionary risk management measures in the face of continued economic uncertainties and the high level of household debt, an increase in interest rates may adversely impact the borrower’s ability to repay and hence lead to an increase in delinquency.

On the regulatory side, the Korean financial regulators continue to introduce measures designed to enhance protection of financial service consumers, and particularly so in the aftermath of the accidental leaks of customer data by certain credit card companies in 2014. As for the competition,debt. In addition, competition is expected to remain intense given that the Korean credit card market is mature and saturated and as the mobile payment systems being introduced by online and mobile service providers become more prevalent.

The Korean credit card market, which has the world’s highest level of credit card usage as a percentage of gross domestic product according to statistics released by the Bank of Korea, has moved on from periods of growth into a period of maturity characterized by slow growth. As product differentiation is difficult given the nature of the industry, credit card companies face intense competition. In recent years, competition is further increasing due to new trends such as the expansion of financial and technology companies into markets for new payment systems and the growing presence of financial institutions in markets for mid-range interest rate loans.

Securities

In 2014,2015, the securities companiesindustry in Korea experienced a slight turnaround after years of difficulties related to decreasesreported an improved profitability in trading volume andthe brokerage fee rates, largelysegment due to a rise in the KOSPI index in the secondfirst half andof 2015, as well as an increase in income from the fixed income segment due to increased sales of equity/debt-linkedfinancial products resulting from Korea’s persistent low interest rate environment. According to data from the Financial Supervisory Service, return on equity for the industry increased to 7.3% in part as a result of the sustained low-interest rate environment2015 from 4.1% in Korea. However, the Korean securities brokerage industry remains overcrowded, and competition remains intense, particularly in the traditional securities brokerage services, although there recently has been an increase in consumer appetite for structured investment products, such as equity/debt-linked products.

In 2015, we expect the securities companies on average to experience improvements in profitability largely as a result of growth in the overall Korean economy and cost-savings from redundancy elimination in the workforce, but only to a limited extent in light of the expected loss in valuation and decrease in sales of fixed2014.

income securities in the case of a rise in the base interest rates. In addition,2016, we expect that profitability for the securities industry will likely remain under pressure due to factors such as the global recession, but with the continuation of low interest rates, we also anticipate a further flow of funds from risk-free assets to investment assets. In the mid- to long-term, we expect funds in the banking sector to flow into financial investment products, strengthening the wealth management segment. The recent spotlight on contingent liability issues concerning real estate investments has also given greater emphasis to the financial stability of securities companies. As a result, we believe securities companies that can offer competitive new products, particularlywill become differentiated in terms of financial stability based on their risk management capabilities.

In order to enhance the areacompetitiveness of Korea’s capital market, the Government is implementing changes such as the liberalization of lending by financial investment products with a mid-range risk/return profile, will reap the majoritycompanies, deregulation of private equity funds and introduction of the benefits.

Onindividual savings account (ISA) system. The Government is also planning to strengthen the regulatory side,capital market’s international competitiveness through a restructuring of the Korean financial regulators are considering measures to curb self-regulation in margin lending, while liberalizing the procedures and processes for licensing and other government approvals, incentivizing initial public offerings for promising ventures and creating opportunities for scalable investment banking through integration of investment services.Korea Exchange, including its transformation into a holding company. On the competitive side, we expect competition to remain intense as the securities brokerage industry is already overcrowded with relatively low barriers of entry, although the industry is showing some signs of consolidation (such as the sale of Woori Investment & Securities to NH Securities, the acquisition of IM Investment & Securities by Meritz Securities, the proposed saleacquisition of several small- to medium-sized securities brokerage firmsKDB Daewoo Securities by Mirae Asset, and the proposed acquisition of TongYangHyundai Securities by Yuanta Securities of Taiwan), which may improve, even if slightly,KB Financial Group). We expect that mergers and acquisitions will continue to play a significant role in shaping the competitive landscape for Koreanthe securities brokerage firmsindustry in the future.Korea.

Life Insurance

In 2014,2015, volatility in the Korean financial market was exacerbated by uncertainties regarding increases in the base interest rate set by the United States government and the possible hard landing of the Chinese economy, presenting difficulties for the life insurance companiesindustry. The persistence of low profit and low growth led to a weak recovery in Korea generallythe savings insurance segment, but the protection-type insurance segment showed notable signs of normalization concerning revenues, driven largely by rising demand for endowmentgrowth, primarily through new whole life insurance products related to retirement planning and health insurance products. However, the low interest rate environment continuedlife insurance industry generally experienced difficulty due to hurt the profitability of these companies, particularly with respect to certain annuities and saving products which yielded negative net interest margin despite cost saving efforts by the insurance companies, including redundancy elimination in workforceresulting from low interest rates, heightened regulations on consumer protection and branch network.increasing competition among insurers.

In 2015,2016, we expectmay continue to experience negative net interest margins amidst continued slow growth and low interest rates. Accordingly, we anticipate risk management and underwriting capacities to be the key competitive differentiators. Product development and asset management capabilities will also be emphasized as the industry is undergoing constant challenges and regulatory changes. Moreover, in light of the IFRS 4 Phase II to be implemented in 2020 as well as other changes in the business environment, including the convergence of financial industries and utilization of “fintech” and “big data,” we believe life insurance companies will need to experience improvements in revenuesadopt strategies focused on profitability and profitability in tandem with growth in the overall Korean economy. However, the direction and magnitude of interest rate movements will remain critical and the insurance companies will increasingly be forced to look for additional opportunities for income, such as through endowment insurance, innovative products for the elderly and privately funded insurance, and enhance risk management and funding management policies given the likelihood of a sustained low-interest rate environment.efficiency rather than just top line growth.

We are currently not aware of any major regulatory developments that may adversely affecthave a material adverse effect on the life insurance industry in Korea. On the competitive side, competition is expected to remain intense as the life insurance industry in Korea is mature and saturated, and the ability to offer differentiated services in order to attract the growing population of the elderly and the retirees’ products will continue to be an ever important competitive factor.

Asset Management

In 2014, the asset management companies generally experienced growth in the size of assets under management largely due to increased demand for their services from corporate customers, despite an increase in redemption by retail customers. However, given that the asset management services for corporate customers generally yield low rates of fees, the growth in profitability was limited.

In 2015, we expect that asset management companies will face greater divergence in terms of profitability as the markets are likely to experience greater turbulence in the face of a sustained low interest rate environment, which typically heightens customers’ sensitivity to the rates of return and hence their loyalty to a particular asset manage service provider.

The asset management service industry is highly volatile and sensitive to the general trends in the overall cycles in the general economy and financial markets. Competition for this industry is likely to remain intense given the relatively low barriers of entry and the difficulty to differentiate services. On

In 2015, the regulatory side, the Korean government has recently announced that it may liberalize the rules of pension fund management. Such development may create business opportunities for asset management service providers, particularlyindustry experienced a meaningful growth in assets under management largely due to an increase in corporate assets, which offset an increase in redemptions by retail customers.

Although assets under management have grown in the arealast three years, the improvement in profitability has been limited as a significant majority of dividend-paying pensionthe assets under management products.are from corporate clients, which tend to generally yield low rates of fees.

In 2015,2016, we anticipate the following areasexpect a greater volatility in profit due to be important for the growth and profitability of asset management companies: stronger disclosure policies and practices in response to the anticipated adoption by the Government of stricter measures for financial consumer protection, enhanced asset management capabilitiesgrowing market uncertainties in the face of expected volatilities ina sustained low interest rates and equity market indices and product differentiation strategies (particularly for structured investment products) to meet growing customerrate environment. As a result, we anticipate that investors will demand for diversified investment portfolios and stable returns on investments.investments and more diversified investment solutions addressing various risk appetites.

Specialized Credit

The specialized credit business was introduced in Korea in August 1997. The specialized credit business cannot accept customer deposits and generally involves providing a combination of four types of financing: equipment and facilities leasing, installment finance, new technology finance and credit card services, and sources funding primarily by issuing debentures and commercial papers. The specialized credit business generally targets customers with higher risk profile in return for higher return compared to customers of commercial banks, which makes risk management (including customer screening) a particularly key factor for commercial success of this business.

Due, in part, to the variety of services being offered and the broad range of potential customers, specialized credit providers often find it relatively easy to develop new customer segments and provide niche offerings. Due to the relatively low barriers of entry, however, competition is intense and is expected to further intensify as a result of the commencement of automobile loan offerings by commercial banks and the expanded entry into personal loan markets by micro lenders.

The financial supervisory authorities have submitted a proposal In addition, on September 30, 2015, the National Assembly of Korea passed an amendment to the legislatureCredit Finance Business Act, which, would consolidate three types of specializedamong other things, aims at alleviating restrictions on entry into the credit services, namely, equipment and facilities leasing, installment finance andindustry by lowering the minimum capital requirements for new technology finance, in order to bolster the capacity of specialized credit providers to support corporate finance.entrants. We expect that specialized credit providers will continue to focus their efforts on finding new business opportunities, including by expanding the new technology finance segment and selective overseas expansions.

Interest Rates

Interest rate movements, in terms of magnitude and timing as well as their relative impacts on our assets and liabilities, have a significant impact on our net interest margins and profitability, particularly with respect to its financial products that are sensitive to such movements. For example, if the interest rates applicable to Shinhan Bank’s loans (which are recorded as our assets) decrease at a faster pace or by a thickerwider margin, or increase at a slower pace or by a thinner margin, compared to the interest rates applicable to its deposits (which are recorded as our liabilities), Shinhan Bank’s net interest margin will shrink and its profitability will be negatively affected. In addition, the relative size and composition of Shinhan Bank’s variable rate loans and deposits (as compared to our fixed rate loanloans and deposits) may also impact Shinhan Bank’s net interest margin. Furthermore, the difference in the average term of Shinhan Bank’s interest-earning assets (primarily loans) compared to its interest-bearing liabilities (primarily deposits) may also impact its net interest margin. For example, since Shinhan Bank’s deposits currently have a longer term, on average, than that of its loans, its deposits are on average less sensitive to movements in the base interest rates on which its deposits and loans tend to be pegged, and therefore, an increase in the base interest rates tends to increase its net interest margin while a decrease in the base interest rates tends to have the opposite effect. Since Shinhan Bank is one of our principal operating subsidiaries, its net interest margin and profitability have a substantial effect on ours.our overall net interest margin and profitability. While we continually manage our assets and liabilities to minimize our exposure to the interest rate volatility, such efforts by us may not mitigate the impact of interest rate volatility in a timely or effective manner.

The interest rate charged to customers by our banking subsidiaries is based, in part, on the “cost of funding index”,funds index,” or COFIX, which is published by the Korean Federation of Banks. COFIX is computed based on the weighted average interest of select funding products (including time deposits, housing and other installment

savings deposits, repos, discounted bills and senior non-convertible financial debentures) of nineeight major Korean

banks (comprised of KookminShinhan Bank, ShinhanKookmin Bank, Woori Bank, KEB Hana Bank, Korea Exchange Bank, Nonghyup Bank, Industrial Bank of Korea, Citibank Korea and Standard Chartered Bank Korea). Each bank then independently determines the interest rate applicable to its respective customers by adding a spread to the COFIX based on the difference between the COFIX and such bank’s general funding costs, administration fees, the customer’s credit score, the maturity of the loan and other customer-specific premiums and discounts based on the customer relationship with such bank. These interest rates are typically adjusted on a monthly basis.

The following table shows certain benchmark Won-denominated borrowing interest rates as of the dates indicated.

 

  Corporate
Bond Rates(1)
   Treasury
Bond Rates(2)
   Certificate of
Deposit Rates(3)
   COFIX
Balance-Based(4)
   COFIX New
Borrowing-Based(5)
   Corporate
Bond Rates(1)
   Treasury
Bond Rates(2)
   Certificate of
Deposit Rates(3)
   COFIX
Balance-Based(4)
   COFIX New
Borrowing-Based(5)
 

June 30, 2010

   4.77     3.86     2.46     3.95     2.89  

December 31, 2010

   4.27     3.38     2.80     3.72     3.10  

June 30, 2011

   4.49     3.76     3.57     3.88     3.66     4.49     3.76     3.57     3.88     3.66  

December 31, 2011

   4.21     3.34     3.55     3.95     3.69     4.21     3.34     3.55     3.95     3.69  

June 30, 2012

   3.87     3.30     3.54     3.91     3.63     3.87     3.30     3.54     3.91     3.63  

December 31, 2012

   3.29     2.82     2.89     3.57     3.01     3.29     2.82     2.89     3.57     3.01  

June 30, 2013

   3.31     2.88     2.69     3.17     2.66     3.31     2.88     2.69     3.17     2.66  

December 31, 2013

   3.29     2.86     2.66     2.91     2.60     3.29     2.86     2.66     2.91     2.60  

June 30, 2014

   3.10     2.68     2.65     2.79     2.59     3.10     2.68     2.65     2.79     2.59  

December 31, 2014

   2.43     2.10     2.13     2.58     2.10     2.43     2.10     2.13     2.58     2.10  

June 30, 2015

   2.01     1.79     1.65     2.22     1.75  

December 31, 2015

   2.11     1.66     1.67     1.90     1.66  

 

Source:Source: Korea Securities Dealers Association

NotesNotes::

 

(1)Measured by the yield on three-year AA- rated corporate bonds.

 

(2)Measured by the yield on three-year treasury bonds.

 

(3)Measured by the yield on certificates of deposit (with maturity of 91 days).

 

(4)Measured based on the weighted average of the borrowing rates for the monthly ending balances of the funding made by the commercial banks that are subject of the COFIX reporting.

 

(5)Measured based on the weighted average of the borrowing rates for new funding for each month made by the commercial banks that are subject of the COFIX reporting.

Changes in Accounting Policies

Classification of hybrid financial instruments by the holder

Prior to 2014, we had previously classified our investments in hybrid financial instruments as investments in equity securities from the holder’s perspective. In 2014, we determined that the host contract of a hybrid financial instruments can be classified as either equity or debt instruments based on the interpretation letter issued by the Korea Accounting Institute. Accordingly, we reclassified hybrid bonds, of which total face value isW130 billion as of December 31, 2014, held for investment purposes by Shinhan Life Insurance from equity securities to debt securities because the purpose of investment by Shinhan Life Insurance was to invest in debt securities for asset-liability management purpose. We have applied the changes in accounting policy retrospectively and restated the comparative prior year financial statements and the relevant disclosures in notes to the consolidated financial statements. See note 48 to the financial statements included in this annual report for the effect of the change in accounting policy.

Critical Accounting Policies

The notes to our consolidated financial statements contain a summary of our significant accounting policies, including a discussion of recently issued accounting pronouncements. Certain of these policies are critical to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. We discuss these critical accounting policies below. The accounting policies set out below have been applied consistently to all periods presented in theseour consolidated annual financial statements included in this annual report, unless otherwise indicated.

Operating Segments

An operating segment is a component of our business that engages in business activities from which we may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the other segments. Discrete financial information is available for each operating segment, and all operating segments’ operating results are reviewed regularly by our chief executive officer to make decisions about resources to be allocated to the segment and assess its performance.

WeSegment results that are reported to our chief executive officer include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Currently, we have four reportable segments: banking, credit cards, securities, life insurance, and our subsidiaries have consistently applied these accounting policies.others.

Basis of Consolidation

Subsidiaries

Subsidiaries are entities that we control. The financial statements of our subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of our subsidiaries have been changed when necessary to align them with the policies we have adopted.

Structured Entities

We have established or invested in various structure entities. A structured entity is an entity designed so that its activities are not governed by way of voting rights. When assessing control of a structured entity, we consider factors such as the purpose and the design of the investee; our practical ability to direct the relevant activities of the investee; the nature of our relationship with the investee; and the size of our exposure to the variability of returns of the investee. We do not recognize any non-controlling interests in the consolidated statements of financial position since our interests in these entities are recognized as liabilities of us.

Investments in Associates and Joint Arrangements (Collectively, “Associates”)

Associates are those entities in which we have significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when we hold between 20% and 50% of the voting power of another entity or in excess of 15% if the other entity is classified as a subsidiary under the Banking Act. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Investments in associates are accounted for using the equity method and are recognized initially at cost. Our investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include our share of the income and expenses and equity movements of associates, after adjustments to align their accounting policies with ours, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When our share of losses exceeds our interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued except to the extent that we have an obligation or are otherwise required to make payments on behalf of the investee.

Transactions Eliminated on Consolidation

Intra-group balances, transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of our interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of us and our subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in

foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognized in profit or loss, except for differences arising on the translation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation or in a qualifying cash flow hedge, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Foreign Operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Won at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated into Won at exchange rates at the dates of the transactions.

Foreign currency differences are recognized in other comprehensive income in the translation reserve.

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to profit or loss.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by us in the management of our short-term commitments.

Non-derivative Financial Assets

Financial assets are classified into financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held-to-maturity financial assets. Financial assets are recognized in the consolidated financial statements when we become a party to the contractual provisions of the instrument.

A financial asset is measured initially at its fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition of the financial asset.

Financial Assets at Fair Value through Profit or Loss

A financial asset is classified as held for trading or designated at fair value through profit or loss upon initial recognition. These financial assets are measured at fair value after initial recognition and changes in the fair value are recognized through profit or loss of the period. Costs attributable to the acquisition are immediately expensed in the period.

Held-to-maturity Financial Assets

Held-to-maturity financial assets are non-derivative assets with fixed or determinable payments and fixed maturity that we have the positive intent and ability to hold to maturity. They are carried at amortized cost using the effective interest method after their initial recognition.

Loans and Receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

For non-collateral dependent loans, impairment is measured using a discount cash flow analysis under which allowances are established when the discounted cash flow of the loan is lower than its carrying amount. The allowance is equal to the difference between the discounted cash flow amount of the loan and its carrying amount. With respect to collateral dependent loans, our discount cash flow analysis considers, among other things, the fair value of the collateral underlying the subject loan. When the carrying amount of the subject loan is higher than the fair value of the collateral, the carrying amount is written down to the fair value of the collateral. The fair value of the collateral is determined as the present value of the estimated realizable value of the collateral at the expected time of the sale of such collateral. Once the valuation report of the court-appointed appraiser becomes publicly available as part of a foreclosure proceeding, we use the appraisal value for the collateral indicated in such report as the estimated realizable value of the collateral. However, until such publication, we use the valuation amount for the collateral as determined by outside independent appraisers at the time that the subject loan was initially approved, with adjustments made for the change in value from the effect of time passage and current market circumstances that may impact the value of the collateral.

As a general rule, we obtain updated appraisal on an annual basis for all collateral dependent loans and therefore, adjust the appraisal value of loans every 12 months. We estimate the fair value of collateral with outdated appraisal value primarily on the basis of the publicly available standard reference prices as officially published by the government (or (x) in the case of collateral in the form of apartment units, the real estate market price database maintained by Kookmin Bank for apartment units, (y) in the case of collateral in the form of other communal housing units, the publicly available standard reference prices as officially published by the Ministry of Land, Infrastructure and Transport or (z) in the case of commercial buildings, the publicly available standard reference prices as officially published by the National Tax Service), except that (i) if there are bid prices for such collateral, we use as the fair value the lowest bid price deemed to be credible as to the bidder’s intent to purchase based on the written bid submitted by such purchaser and (ii) in the circumstances where we deem that the aforesaid reference prices do not accurately reflect the true value of such land, for example, due to a downturn in the relevant real estate market, we hire an outside appraiser to obtain an independent valuation, which valuation is typically derived from 90% or lower of the lowest of two or more sale prices from recent sales of similar types of collateral in the vicinity, and we use such valuation as the fair value for such collateral. Other than in the case of a bid price which is higher than the original appraisal value, we design our fair value estimation system so that the adjusted fair value does not exceed the original appraisal value and hence, in the absence of a higher bid price, the adjustments made have the effect of assigning a fair value lower than the original appraisal value. Since the magnitude of adjustments is principally dependent on reference prices maintained by the Government or bid prices, which are in turn dependent on the market prices, it varies case by case and is therefore difficult to compute the average adjustments made to outdated appraisals. After making such adjustments, we also internally appraise each collateral at least annually in order to ensure that the adjusted value is fair and reasonable.

We implement the following procedures to minimize the potential for outdated appraisal values being reflected in allowance for loan losses: (i) the date of appraisal is assigned next to the appraisal value to facilitate identification of an appraisal value as being outdated, (ii) our internal audit department constantly monitors the status of appraisal values, and (iii) the loan-to-value ratio, usually 60%, is strictly enforced when making the original loan so that the value of collateral typically stays above the outstanding loan amount during the life of the loan even in the case of an adjustment to the original appraisal value. If in the limited circumstances where the adjusted fair value of collateral falls below the outstanding loan amount, if the loan is impaired, we promptly set aside allowance for loan losses for such difference in amount.

Available-for-sale Financial Assets

Available-for-sale financial assets are the non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity investments or loans and receivables. They are measured at fair value after their initial recognition.

Derecognition of Financial Assets

We derecognize a financial asset when the contractual rights to the cash flows from the asset expire, or we transfer the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that we create or retain is recognized as a separate asset or liability.

Offsetting

Financial assets and liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, we have a legal right to offset the amounts and intend either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Impairment of Financial Assets

We assess at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets except for financial assets at fair value through profit or loss is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that financial assets are impaired includes significant financial difficulty of the borrower or issuer, default or delinquency in interest or principal payments, restructuring of a loan or a concession granted by us, which we would not otherwise consider, indications that a borrower or issuer will enter bankruptcy or other financial reorganization, or observable data such as an increased number of delayed payments indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets.

Loans and Receivables

We first assess whether objective evidence of impairment exists individually for loans and receivables that are individually significant, and individually or collectively for financial assets that are not individually significant. If we determine that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, we include the asset in a group of financial assets with similar credit risk characteristics and collectively assess them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on loans and receivables has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition).

If the interest rate of loans and receivables is a floating rate, the discount rate used to evaluate impairment loss is the current effective interest rate defined in an agreement. The present value of estimated future cash flows of secured financial assets is calculated by including cash flows from collateral after deducting costs to acquire and sell the collateral, regardless of the probability of realization of such collateral.

In assessing collective impairment, we rate and classify financial assets, based on a credit risk assessment or credit rating assessment process that takes into account asset type, industry, regional location, collateral type, delinquency and other relative factors.

Future cash flow of financial assets applicable to collective impairment assessment is estimated by using statistical modeling of historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the impairment losses are likely to be greater or less than suggested by historical modelling. In adjusting the future cash flow by historical modelling, the result has to be in line with changes and trends of observable data (e.g., impairment loss of collective assets and unemployment rate, asset price, commodity price, payment status and other variables representing the size of implement loss). Methodologies and assumptions used to estimate future cash flow are reviewed on a regular basis in order to narrow down discrepancy between impairment loss estimation and actual loss.

Impairment losses are recognized in profit or loss and reflected in an allowance account against loans and receivables. When a subsequent event causes the amount of impairment loss to decrease, and the decrease can be related objectively to an event occurring after the impairment was recognized, the decrease in impairment loss is reversed through profit or loss of the period.

Allowance for Loan Losses

Our methodology for determining allowance for loan losses has changed in 2011.

Under both the previous and current methodology, determining allowance for loan losses involves determination both at the individual level and on the aggregate basis. While there is no material difference between our previous and current methodology in determining allowance for loan losses at the individual level except for differences in its recognition of loan losses as a result of subsequent events, there are certain differences when determining the allowance on the aggregate basis.

When determining allowance for loan losses, under the previous methodology, Shinhan Bank, which accounts for the substantial majority of loans held by Shinhan Financial Group, used a migration model, while under the current methodology, Shinhan Bank used a probability of default / loss-given default (“PD/LGD”) model. Certain differences may arise in allowances for loan losses calculated under the previous migration model and the current PD/LGD model.

Under the previous migration model, when determining allowance for loan losses, Shinhan Bank, which accounts for the substantial majority of loans held by Shinhan Financial Group, applied a migration model based on loan classifications. Shinhan Bank identified the probability of default for corporate loans through a migration model, which uses a statistical tool to monitor the progression of loans through nine different classifications over recent one year, while retail loans uses five different classifications over recent one year and are segmented into the two product types for the purposes of credit risk evaluation, namely, mortgage and home equity loans, and other retail loans (consisting of unsecured and secured retail loans). Loss given default for corporate loans is derived by the loss rate of individually evaluated impaired loans, while retail loans is derived by the historical charge-off and recovery information of the portfolio.

Under the current PD/LGD model, Shinhan Bank calculates the aggregate allowance for loan losses by multiplying (x) the probability of default for each class of borrowers that have been assigned the same credit rating by (y) the loss given default for such class of borrowers. A particular credit rating is assigned individually to each borrower based on (i) the borrower type (namely, household, corporate, SOHOs or high-risk borrowers) and (ii) its particular risk and credit profile within such type, using our proprietary credit evaluation model.

Our current PD/LGD model determines the probability of default for each class of borrowers having the same credit rating as follows. First, we determine the projected probability of default for such class of borrowers

using the longer look-back periods under IFRS. However, at least annually (and more frequently during times of heightened systemic risks), we test such projected probability of default against the actual rate of default among such class of borrowers in the 12-months period immediately preceding such testing date. If based on such test the actual rate of default exceeds the mean or the maximum value of projected probability of default, we reassess, on an individual basis and using more conservative metrics, the credit rating assigned to each borrower within such class. Such credit rating reassessment generally has the effect of lowering the credit rating for a substantial number of borrowers that initially belonged to such class, which in turn has the effect of increasing the allowance of losses on an aggregate basis since the pool of borrowers having high credit ratings will have shrunk (and the pool of borrowers having lower credit ratings will have expanded) as the result of the individualized credit rating reassessment. Hence, such recalibration has the effect of reflecting the effects of current conditions in our final determination of the probability of default.

The migration and PD/LGD methods described above also have other differences. Under the previous migration method, the historical loss rate on migration analysis is calculated from a transition matrix table based on asset quality classification and takes into consideration historical loss rates and recovery rates after charge-off, whereas the current PD/LGD method (sophisticated approach), also known as Advanced Internal Rating-Based approach under Basel II, is calculated via measurable long-term risk factors such as probability of default from risk grading and loss given default based on the Basel II framework.

We believe that our current PD/LGD model has the following advantages compared to the previous migration model:

 

  Statistically more robust while reflecting effects of current condition. From a statistical perspective, we believe our current PD/LGD model enables a more robust and reliable analysis by adopting a longer look-back period basedperiodbased on the Continuous Time Marcov Chain Rating Transition Approach than the one-year migration model does. While adopting a longer look-back period may have the effect of undervaluing the effects of current conditions, our model largely compensates for such potential undervaluation through the annual calibration process discussed above.

 

  Analytically more fine-tuned. Our previous migration model analyzed the probability of default based on the following criteria only: retail vs. corporate and secured vs. unsecured. Under our current PD/LGD model, we examine the probability of default based on more granular classification as follows: households, corporate, small-office/home-office (SOHOs) and special high-risk borrowers. In addition, our current PD/LGD model also analyzes loss given default in greater detail, including location, types of collateral, loan-to-value ratios and (in the case of unsecured loans) types of loans.

 

  More versatile use and improved reliability through greater internal scrutiny. The previous migration model was used only for the purpose of determining the probability of default in connection of computing allowance for losses based on asset classification. In comparison, our current PD/LGD model is being used for substantially all areas of our credit risk evaluation, including credit ratings, loan review and computation of capital adequacy. Given the more versatile use of our current PD/LGD model and the greater impact on system-wide risk arising from its misuse, we devote greater resources to ensuring the accuracy of this model through heightened scrutiny over its design, implementation and evaluation.

Available-for-sale Financial Assets

Impairment losses on available-for-sale financial assets are recognized by transferring the cumulative loss that has been recognized in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative loss that is removed from other comprehensive income and recognized in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss previously recognized in profit or loss. Changes in impairment provisions attributable to time value are reflected as a component of interest income.

If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income.

Held-to-maturity Financial Assets

An impairment loss in respect of held-to-maturity financial assets measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate and is recognized in profit or loss. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Derivative Financial Instruments

Derivatives are recognized initially at fair value and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Hedge Accounting

We hold derivative financial instruments to hedge our foreign currency and interest rate risk exposures. On initial designation of the hedge, we formally document the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. We make an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125%. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Fair Value Hedges

When a derivative is designated as the hedging instrument in a hedge of the change in fair value of a recognized asset or liability or a firm commitment that could affect profit or loss, changes in the fair value of the derivative are recognized immediately in profit or loss together with changes in the fair value of the hedged item that are attributable to the hedged risk (in the same line item in the consolidated statements of comprehensive income as the hedged item).

If the hedging derivative expires or is sold, terminated, or exercised, or the hedge no longer meets the criteria for fair value hedge accounting, or the hedge designation is revoked, hedge accounting is discontinued prospectively. Any adjustment to a hedged item up to the point for which the effective interest method is used is amortized to profit or loss as part of the recalculated effective interest rate of the item over its remaining life.

Cash Flow Hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity. The amount

recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the consolidated statements of comprehensive income as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects profit or loss. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Net Investment in a Foreign Operation

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, then foreign currency difference arising on the item which in substance is considered to form part of the net investment in the foreign operation, are recognized in the other comprehensive income and shall be reclassified to profit or loss on disposal of the investment.

Separable Embedded Derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

Other Non-trading Derivatives

When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognized immediately in profit or loss.

Property and Equipment

Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. We elect to measure land and buildings at fair value at the date of transition and use those fair values as their deemed costs.

The cost of replacing a part of an item of property or equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to us and its cost can be measured reliably. The carrying amount of the replaced cost is derecognized. The cost of the day to day servicing of property and equipment are recognized in profit or loss as incurred.

Land is not depreciated. Other property and equipment are depreciated on a straight-line basis over their estimated useful life, which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets under finance lease are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives for the current and comparative periods are as follows:

 

Descriptions

  Depreciation
Method
  Useful
Lives

Buildings

  Straight-line  40 years

Other properties

  Straight-line  4~5 years

Depreciation methods, useful lives and residual value are reassessed at each fiscal year-end and any adjustment is accounted for as a change in accounting estimate.

Intangible Assets

Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. Goodwill is measured at cost less accumulated impairment losses. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity method accounted investee.

Research and Development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and we intend to and have sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets for which the commencement date for capitalization is on or after January 1, 2010. Other development expenditure is recognized in profit or loss as incurred.

Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.

Intangible Assets such as Club Memberships with Indefinite Useful Lives

There are no foreseeable limits to the periods over which club memberships are expected to be available for use. This intangible asset is determined as having indefinite useful lives and not amortized.

The useful lives of intangible assets that are not being amortized are reviewed at the end of each reporting period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. Changes are accounted for as changes in accounting estimates.

Other Intangible Assets

Other intangible assets with finite useful lives that we acquire are measured at cost less accumulated amortization and accumulated impairment losses.

Amortization

Amortization is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:

 

Descriptions

 Useful Lives

Software, capitalized development cost

 5 years

Other intangible assets

 5 years or contract periods

Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Investment Property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes.

Investment property is measured initially at cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment loss.

Leased Assets

Classification of a Lease

A finance lease is a lease that transfers substantially all of the risks and rewards incidental to ownership of the leased asset from the lessor to the lessee; title to the asset may or may not transfer under such a lease. An operating lease is a lease other than a finance lease.

Lessee

Under a finance lease, the lessee recognizes the leased asset and a liability for future lease payments. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Under an operating lease, the lessee recognizes the lease payments as expense over the lease term and does not recognize the leased asset in the consolidated statements of financial position.

Lessor

Under a finance lease, the lessor recognizes a finance lease receivable. Over the lease term the lessor accrues interest income on the net investment. The receipts under the lease are allocated between reducing the net investment and recognizing finance income, so as to produce a constant rate of return on the net investment.

Under an operating lease, the lessor recognizes the lease payments as income over the lease term and the leased asset in the consolidated statements of financial position.

Assets Held for Sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with our accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Impairment of Non-financial Assets

The carrying amounts of our non-financial assets, other than investment property and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”,unit,” or “CGU”).

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

Non-Derivative Financial Liabilities

Depending on commitments in a contract and definition of financial liabilities, the non-derivative financial liabilities are categorized as either at fair value through profit or loss or other financial liabilities.

Our equity-linked securities are hybrid financial products that combine features of debt securities and equity options. Their returns are based on the interest earned on the debt securities plus the gains or losses from the equity options. Equity-linked securities can be offered in Korea only by specially licensed brokers dealing in over-the-counter derivative products, and we offer these products through Shinhan Investment.

Under the accounting principle of fair value option, we measure the fair value of the equity-linked securities and reflect the changes in such fair value in net income. We compute the fair value of these securities primarily internally based on the Black and Scholes’ option pricing model, except that in the case of overseas stocks, overseas stock indexes or other underlying assets, we use the average of valuations by two outside valuation firms hired by us.

Financial Liabilities at Fair Value through Profit or Loss

The financial liabilities at fair value through profit or loss include a financial liability held for trading or designated at fair value through profit or loss upon initial recognition. These financial liabilities are measured at fair value after initial recognition and changes in the fair value are recognized through profit or loss of the period. Costs attributable to the issuance or acquisition are immediately expensed in the period.

Other Financial Liabilities

The financial liabilities not classified as at fair value through profit or loss are classified into other financial liabilities. The liabilities are measured at a fair value minus cost relating to issuance upon initial recognition. Then, they are carried at amortized cost, using the effective interest rate method.

Only when financial liabilities become extinct, or obligations in a contract are cancelled or terminated, are they derecognized from our consolidated statements of financial position.

Equity Instrument

Capital Stock

Capital stock is classified as equity. Incremental costs directly attributable to the transaction of stock are deducted, net of tax, from the equity.

Preference Share Capital

Preference share capital is classified as equity if it is non-redeemable, or redeemable only at our option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity upon approval by our shareholders.

Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognized as interest expense in profit or loss as accrued.

Hybrid Bond

We classify issued financial instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. Hybrid bonds, in which we have an unconditional right to avoid delivering cash or another financial asset to settle a contractual obligation, are classified as equity instruments and presented in equity.

Non-controlling Interest

Non-controlling interest, which means the equity is a subsidiary not attributable, directly or indirectly, to a parent, consists of the amount of those non-controlling interests at the date of the original combination calculated in accordance with IFRS 3(R) “Business Combination” and the non-controlling interests’ share of changes in equity since the date of the combination.

Employee Benefits

Short-term Employee Benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if we have a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Other Long-term Employee Benefits

Our net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of our obligations. The calculation is performed using the projected unit credit method. Any actuarial gains and losses are recognized in profit or loss in the period in which they arise.

Defined Benefit Plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Our net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that

employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is deducted. The calculation is performed annually by an independent actuary using the projected unit credit method.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. We determine the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in personnel expenses in profit or loss.

The discount rate is the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of our obligations and that are denominated in the same currency in which the benefits are expected to be paid. We recognize service cost and net interest on the net defined benefit liability (asset) in profit or loss and remeasurement of the net defined benefit liability (asset) in other comprehensive income.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. We recognize gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

Termination Benefits

Termination benefits are recognized as an expense when we are committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if we have made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

Share-based Payment Transactions

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognized as personnel expense in profit or loss.

Provisions

A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

Financial Guarantee Contract

Financial guarantees are contracts that require us to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee liabilities are recognized initially at their fair value, and the initial fair value is amortized over the life of the financial guarantee. The financial guarantee liability is subsequently carried at the higher of this amortized amount and the present value of any expected payment when a payment under the guarantee has become probable. Financial guarantees are included within other liabilities.

Financial Income and Expense

Interest

Interest income and expense are recognized in profit or loss using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or liability. When calculating the effective interest rate, we estimate future cash flows considering all contractual terms of the financial instrument, but not future credit losses.

The calculation of the effective interest rate includes all fees and points paid or received that are an integral part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the acquisition or issue of a financial asset or liability.

Recognition of Interest Income on Impairment Losses

Once an impairment loss has been recognized on a loan, although the accrual of interest in accordance with the contractual terms of the instrument is discontinued, interest income is recognized at the rate of interest that was used to discount estimated future cash flows for the purpose of measuring the impairment loss.

Fees and Commission

Fees and commission income and expense that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate.

Other fees and commission income, including account servicing fees, investment management fees, sales commission, placement fees and syndication fees, are recognized as the related services are performed. When a loan commitment is not expected to result in the draw-down of a loan, the related loan commitment fees are recognized on a straight-line basis over the commitment period.

Other fees and commission expense relate mainly to transaction and service fees, which are expensed as the services are received.

Dividends

Dividend income is recognized when the right to receive income is established. Usually this is theex-dividend date for equity securities.

Customer Loyalty Program

For customer loyalty programs, the fair value of the consideration received or receivable in respect of the initial sale is allocated between award credits (“points”) and other components of the fee and commission income. The Group provides awards, in the form of price discounts and by offering a variety of gifts. The fair value allocated to the points is estimated by reference to the fair value of the monetary and/or non-monetary benefits for which they could be redeemed. The fair value of the benefits is estimated taking into account the expected redemption rate and the timing of such expected redemptions. Such amount is deferred and recognized as unearned revenue. Unearned revenue is recognized only when the points are redeemed and the Group has fulfilled its obligations to provide the benefits. The amount of revenue recognized in those circumstances is based on the number of points that have been redeemed in exchange for benefits, relative to the total number of points that are expected to be redeemed.

Income Tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences associated with investments in subsidiaries, associates, and interests in joint ventures, to the extent that we are able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

We file our national income tax return with the Korean tax authorities under the consolidated corporate tax system, which allows us to make national income tax payments based on our and our wholly owned domestic subsidiaries’ consolidated profits or losses. Deferred taxes are measured based on the future tax benefits expected

to be realized in consideration of the expected profits or losses of eligible companies in accordance with the consolidated corporate tax system. Consolidated corporate tax amounts, once determined, are allocated to each of our subsidiaries and are used as a basis for the income taxes to be recorded in their separate financial statements.

Accounting for Trust Accounts

We account for trust accounts separately from our group accounts under the Financial Investment Services and Capital Markets Act and thus the trust accounts are not included in the consolidated financial statements except those which are guaranteed as to principal (or as to both principal and interest) controlled by us, based on an evaluation of the substance of its relationship with us and the special purpose entity’s risks and rewards. Funds transferred between a group account and a trust account are recognized as borrowings from trust accounts in other liabilities with fees for managing the accounts recognized as non-interest income by us.

Earnings per Share

We present basic and diluted earnings per share (“EPS”) data for our ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to an ordinary shareholder by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

Average Balance Sheet and Volume and Rate Analysis

Average Balance SheetBalances and Related Interest

The following table shows our average balances and interest rates, as well as the net interest spread, net interest margin and asset liability ratio, in 2012, 2013, 2014 and 2014.2015.

 

 Year Ended December 31,  Year Ended December 31, 
 2012(1) 2013(1) 2014  2013 2014 2015 
 Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate  Average
Balance(1)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(1)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(1)
 Interest
Income/

Expense
 Yield / Rate 
 (In billions of Won, except percentages)  (In billions of Won, except percentages) 

Assets:

                  

Interest-earning assets

    ��             

Due from banks

 W12,080   W247   2.04 W13,917   W201   1.44 W16,118   W237   1.47 W13,917   W201   1.44 W16,118   W237   1.47 W18,137   W226   1.24

Trading assets

 17,378   515   2.96   19,037   531   2.79   23,267   620   2.67   19,037   531   2.79   23,267   620   2.67   26,160   559   2.14  

Loans(3)(2)

                  

Retail loans

 70,974   3,847   5.42   75,069   3,487   4.65   79,642   3,340   4.19   75,069   3,487   4.65   79,642   3,340   4.19   89,393   3,126   3.50  

Corporate loans

 102,800   5,280   5.14   105,482   4,664   4.42   110,460   4,465   4.04   105,482   4,664   4.42   110,460   4,465   4.04   120,180   4,095   3.41  

Public and other loans

 3,591   195   5.43   2,821   131   4.64   2,343   100   4.27   2,821   131   4.64   2,343   100   4.27   2,139   76   3.56  

Loans to banks

 5,215   153   2.93   4,824   122   2.54   4,296   106   2.47   4,824   122   2.54   4,296   106   2.47   4,593   92   2.00  

Credit card loans

 17,508   1,834   10.48   17,436   1,764   10.12   17,574   1,703   9.69   17,436   1,764   10.12   17,574   1,703   9.69   17,820   1,636   9.18  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total loans

 200,088   11,309   5.65   205,632   10,168   4.94   214,315   9,714   4.53   205,632   10,168   4.94   214,315   9,714   4.53   234,125   9,025   3.85  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Securities(4)(3)

                  

Available-for-sale financial assets

 30,566   1,154   3.78   30,471   985   3.23   28,105   826   2.94   30,471   985   3.23   28,105   826   2.94   28,925   666   2.30  

Held-to-maturity financial assets

 11,793   595   5.05   11,187   528   4.72   12,160   522   4.29   11,187   528   4.72   12,160   522   4.29   14,961   539   3.60  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total securities

 42,359   1,749   4.13   41,658   1,513   3.63   40,265   1,348   3.35   41,658   1,513   3.63   40,265   1,348   3.35   43,886   1,205   2.75  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other interest-earning assets

  —     179    —      —     178    —      —     142    —      —     178    —      —     142    —      —     115    —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total interest-earning assets

 W271,905   W13,999   5.15 W280,244   W12,591   4.49 W293,965   W12,061   W4.10 W280,244   W12,591   4.49 W293,965   W12,061   4.10 W322,308   W11,130   3.45
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Non-interest-earning assets

                  

Cash and due from banks

 W2,661     W2,601     W2,417     W2,601     W2,417     W3,856    

Derivative assets

 2,094     1,789     1,630     1,789     1,630     1,916    

Available-for-sale financial assets

 4,389     4,046     3,333     4,046     3,333     2,919    

Property and equipment and intangible assets

 7,732     7,393     7,375     7,393     7,375     7,288    

Other non-interest-earning assets

 14,081     14,151     15,336     14,151     15,336     17,892    
 

 

    

 

    

 

    

 

    

 

    

 

   

Total non-interest-earning assets

 W30,957     W29,980     W30,091     W29,980     W30,091     W33,871    
 

 

    

 

    

 

    

 

    

 

    

 

   

Total assets

 W302,862   W13,999    W310,224   W12,591    W324,056   W12,061    W310,224   W12,591    W324,056   W12,061    W356,179   W11,130   
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

 Year Ended December 31,  Year Ended December 31, 
 2012(1) 2013(1) 2014  2013 2014 2015 
 Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate Average
Balance(2)
 Interest
Income/

Expense
 Yield / Rate  Average
Balance(1)
 Interest
Income/

Expense
 Yield /Rate Average
Balance(1)
 Interest
Income/

Expense
 Yield /Rate Average
Balance(1)
 Interest
Income/

Expense
 Yield /Rate 
 (In billions of Won, except percentages)  (In billions of Won, except percentages) 

Liabilities:

                  

Interest-bearing liabilities

                  

Deposits

                  

Demand deposits

 W17,233   W118   0.68 W19,531   W126   0.65 W21,871   W124   0.57 W19,531   W126   0.65 W21,871   W124   0.57 W26,365   W117   0.44

Savings deposits

 38,655   478   1.24   40,139   387   0.96   45,622   395   0.87   40,139   387   0.96   45,622   395   0.87   56,083   394   0.70  

Time deposits

 109,743   3,980   3.63   112,134   3,367   3.00   112,469   2,902   2.58   112,134   3,367   3.00   112,469   2,902   2.58   113,932   2,308   2.03  

Other deposits

 1,875   61   3.25   1,680   34   2.01   2,151   28   1.32   1,680   34   2.01   2,151   28   1.32   3,555   42   1.20  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total interest-bearing deposits

 167,506   4,637   2.77   173,484   3,914   2.26   182,113   3,449   1.89   173,484   3,914   2.26   182,113   3,449   1.89   199,935   2,861   1.43  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading Liabilities

  —      —      —      —      —      —     3    —      —      —      —      —     3    —      —     11    —      —    

Borrowings

 22,258   565   2.54   21,730   468   2.16   22,283   444   1.99   21,730   468   2.16   22,283   444   1.99   23,576   326   1.38  

Debt securities issued

 39,938   1,740   4.36   38,251   1,521   3.98   36,544   1,302   3.56   38,251   1,521   3.98   36,544   1,302   3.56   39,335   1,184   3.01  

Other interest-bearing liabilities

 1,367   77   5.63   2,098   83   3.93   1,993   76   3.80   2,098   83   3.93   1,993   76   3.80   2,166   66   3.07  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total interest-bearing liabilities

 W231,069   W7,019   3.04 W235,563   W5,986   2.54 W242,936   W5,271   2.17 W235,563   W5,986   2.54 W242,936   W5,271   2.17 W265,023   W4,437   1.67
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Non-interest-bearing liabilities

                  

Non-interest-bearing deposits

 W2,459     W2,669     W2,872     W2,669     W2,872     W3,532    

Derivatives liabilities

 1,811     1,788     1,793     1,788     1,793     2,307    

Insurance liabilities

 12,053     14,592     16,714     14,592     16,714     18,900    

Other non-interest-bearing liabilities

 27,263     26,355     29,401     26,355     29,401     35,354    
 

 

    

 

    

 

    

 

    

 

    

 

   

Total non-interest-bearing liabilities

 W43,586     W45,404     W50,780     W45,404     W50,780     W60,093    
 

 

    

 

    

 

    

 

    

 

    

 

   

Total liabilities

 W274,655   W7,019    W280,967   W5,986    W293,716   W5,271    W280,967   W5,986    W293,716   W5,271    W325,116   W4,437   
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total equity attributable to equity holder of the Group

 25,728     26,974     28,620     26,974     28,620     29,986    

Non-controlling interest

 2,479     2,283     1,720     2,283     1,720     1,077    
 

 

    

 

    

 

    

 

    

 

    

 

   

Total liabilities and equity

 W302,862   W7,019    W310,224   W5,986    W324,056   W5,271    W310,224   W5,986    W324,056   W5,271    W356,179   W4,437   
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Net interest spread(5)(4)

   2.11   1.95   1.93   1.95   1.93   1.78

Net interest margin(6)(5)

   2.57   2.36   2.31   2.36   2.31   2.08

Average asset liability ratio(7)(6)

   117.67   118.97   121.01   118.97   121.01   121.62

 

Notes:

 

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Average balances are based on (a) daily balances for Shinhan Bank and (b) quarterly balances for other subsidiaries.
(3)(2)Non-accruing loans are included in the respective average loan balances. Income on such non-accruing loans is no longer recognized from the date the loan is placed on nonaccrual status. We reclassify loans as accruing when interest (including default interest) and principal payments are current.
(4)(3)Average balance of and yield on securities are based on book value.
(5)(4)Represents the difference between the average rate of interest earned on interest-earning assets and the average rate of interest paid on interest-bearing liabilities.
(6)(5)Represents the ratio of net interest income to average interest-earning assets.
(7)(6)Represents the ratio of average interest-earning assets to average interest-bearing liabilities.

Analysis of Changes in Net Interest Income — Volume and Rate Analysis

The following table provides an analysis of changes in interest income, interest expense and net interest income between changes in volume and changes in rates for (i) 2015 compared to 2014 and (ii) 2014 compared to 2013 and (ii) 2013 compared to 2012.2013. Volume and rate variances have been calculated on the movement in average balances and the change in the interest rates on average interest-earning assets and average interest-bearing liabilities in proportion to absolute volume and rate change.

 

  From 2013 to 2014
Interest Increase (Decrease) Due to Change in
   From 2014 to 2015
Interest Increase (Decrease) Due to Change in
 
        Volume               Rate               Change               Volume               Rate               Change       
  (In billions of Won)   (In billions of Won) 

Increase (decrease) in interest income

            

Due from banks

  W32    W4    W36    W28    W(39  W(11

Trading assets

   114     (25   89     71     (132   (61

Loans:

            

Retail loans

   205     (352   (147   380     (594   (214

Corporate loans

   213     (412   (199   371     (741   (370

Public and other loans

   (21   (10   (31   (8   (16   (24

Loans to banks

   (13   (3   (16   7     (21   (14

Credit card loans

   14     (75   (61   23     (90   (67
  

 

   

 

   

 

   

 

   

 

   

 

 

Total loans

 398   (852 (454   773     (1,462   (689
  

 

   

 

   

 

   

 

   

 

   

 

 

Securities:

      

Available-for-sale financial assets

 (73 (86 (159   23     (183   (160

Held-to-maturity financial assets

 44   (50 (6   109     (92   17  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total securities

 (29 (136 (165   132     (275   (143
  

 

   

 

   

 

   

 

   

 

   

 

 

Other interest-earning assets

 —     (36 (36   —       (27   (27
  

 

   

 

   

 

   

 

   

 

   

 

 

Total interest income

W515  W(1,045W(530  W1,004    W(1,935  W(931
  

 

   

 

   

 

   

 

   

 

   

 

 

Increase (decrease) in interest expense

      

Deposits:

      

Demand deposits

W14  W(16W(2  W23    W(30  W(7

Savings deposits

 50   (42 8     81     (82   (1

Time deposits

 10   (475 (465   37     (631   (594

Other deposits

 8   (14 (6   17     (3   14  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total interest-bearing deposits

 82   (547 (465   158     (746   (588
  

 

   

 

   

 

   

 

   

 

   

 

 

Borrowings

 12   (36 (24   25     (143   (118

Debt securities issued

 (66 (153 (219   94     (212   (118

Other interest-bearing liabilities

 (4 (3 (7   6     (16   (10
  

 

   

 

   

 

   

 

   

 

   

 

 

Total interest expense

W24  W(739W(715  W283    W(1,117  W(834
  

 

   

 

   

 

   

 

   

 

   

 

 

Net increase (decrease) in net interest

W491  W(306W185    W721    W(818  W(97
  

 

   

 

   

 

   

 

   

 

   

 

 

   From 2012 to 2013
Interest Increase (Decrease) Due to Change in
 
        Volume(1)             Rate(1)             Change      
   (In billions of Won) 

Increase (decrease) in interest income

      

Due from banks

  W34    W(80  W(46

Trading assets

   47     (31   16  

Loans:

      

Retail loans

   213     (573   (360

Corporate loans

   135     (751   (616

Public and other loans

   (38   (26   (64

Loans to banks

   (11   (20   (31

Credit card loans

   (7   (63   (70
  

 

 

   

 

 

   

 

 

 

Total loans

W292  W(1,433W(1,141
  

 

 

   

 

 

   

 

 

 

Securities:

Available-for-sale financial assets

 (4 (165 (169

Held-to-maturity financial assets

 (30 (37 (67
  

 

 

   

 

 

   

 

 

 

Total securities

 (34 (202 (236
  

 

 

   

 

 

   

 

 

 

Other interest-earning assets

 —     (1 (1
  

 

 

   

 

 

   

 

 

 

Total interest income

W339  W(1,747W(1,408
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in interest expense

Deposits:

Demand deposits

W15  W(7W8  

Savings deposits

 18   (109 (91

Time deposits

 85   (698 (613

Other deposits

 (6 (21 (27
  

 

 

   

 

 

   

 

 

 

Total interest-bearing deposits

W112  W(835W(723
  

 

 

   

 

 

   

 

 

 

Borrowings

 (13 (84 (97

Debt securities issued

 (71 (148 (219

Other interest-bearing liabilities

 33   (27 6  
  

 

 

   

 

 

   

 

 

 

Total interest expense

W61  W(1,094W(1,033
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net interest

W278  W(653W(375
  

 

 

   

 

 

   

 

 

 

Note:

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

   From 2013 to 2014
Interest Increase (Decrease) Due to
Change in
 
   Volume   Rate   Change 
   (In billions of Won) 

Increase (decrease) in interest income

      

Due from banks

  W32    W4    W36  

Trading assets

   114     (25   89  

Loans:

      

Retail loans

   205     (352   (147

Corporate loans

   213     (412   (199

Public and other loans

   (21   (10   (31

Loans to banks

   (13   (3   (16

Credit card loans

   14     (75   (61
  

 

 

   

 

 

   

 

 

 

Total loans

   398     (852   (454
  

 

 

   

 

 

   

 

 

 

Securities:

      

Available-for-sale financial assets

   (73   (86   (159

Held-to-maturity financial assets

   44     (50   (6
  

 

 

   

 

 

   

 

 

 

Total securities

   (29   (136   (165
  

 

 

   

 

 

   

 

 

 

Other interest-earning assets

   —       (36   (36
  

 

 

   

 

 

   

 

 

 

Total interest income

  W515    W(1,045  W(530
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in interest expense

      

Deposits:

      

Demand deposits

  W14    W(16  W(2

Savings deposits

   50     (42   8  

Time deposits

   10     (475   (465

Other deposits

   8     (14   (6
  

 

 

   

 

 

   

 

 

 

Total interest-bearing deposits

   82     (547   (465
  

 

 

   

 

 

   

 

 

 

Borrowings

   12     (36   (24

Debt securities issued

   (66   (153   (219

Other interest-bearing liabilities

   (4   (3   (7
  

 

 

   

 

 

   

 

 

 

Total interest expense

  W24    W(739  W(715
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net interest

  W491    W(306  W185  
  

 

 

   

 

 

   

 

 

 

Results of Operations

20142015 Compared to 20132014

The following table sets forth, for the periods indicated, the principal components of our operating income.

 

  Year Ended December 31,   Year Ended December 31, 
      2013(1)           2014       % Change   2014   2015   % Change 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Net interest income

  W6,605    W6,790     2.8  W6,790    W6,693     (1.4)% 

Net fees and commission income

   1,387     1,469     5.9     1,469     1,621     10.3  

Net other operating income (expense)

   (5,360   (5,604   4.6     (5,604   (5,341   (4.7
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income

W2,632  W2,655   0.9  W2,655    W2,973     12.0
  

 

   

 

   

 

   

 

   

 

   

 

 

Note:

(1)The amounts for 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Net Interest Income

The following table shows, for the periods indicated, the principal components of our net interest income.

 

  Year Ended December 31,   Year Ended December 31, 
      2013(1)         2014         % Change           2014         2015         % Change     
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Interest income:

        

Cash and due from banks

  W201   W237   17.9  W237   W226   (4.6)% 

Trading assets

   493   583   18.3     583   511   (12.3

Financial assets designated at fair value through profit or loss

   38   37   (2.6   37   48   29.7  

Loans

   10,168   9,714   (4.5   9,714   9,025   (7.1

Available-for-sale financial assets

   985   826   (16.1   826   666   (19.4

Held-to-maturity financial assets

   528   522   (1.1   522   539   3.3  

Other interest income

   178   142   (20.2   142   115   (18.3
  

 

  

 

  

 

   

 

  

 

  

 

 

Total interest income

W12,591  W12,061   (4.2)%   W12,061   W11,130   (7.7)% 
  

 

  

 

  

 

   

 

  

 

  

 

 

Interest expense:

    

Deposits

W3,914  W3,449   (11.9)%   W3,449   W2,861   (17.0)% 

Borrowings

 468   444   (5.1   444   326   (26.6

Debt securities issued

 1,521   1,302   (14.4   1,302   1,184   (9.1

Other interest expense

 83   76   (8.4   76   66   (13.2
  

 

  

 

  

 

   

 

  

 

  

 

 

Total interest expense

W5,986  W5,271   (11.9)%   W5,271   W4,437   (15.8)% 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net interest income

W6,605  W6,790   2.8  W6,790   W6,693   (1.4)% 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net interest margin(2)(1)

 2.36 2.31 (2.0)%    2.31 2.08 

 

Notes:Note:

 

(1)The amounts for 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Represents the ratio of net interest income to average interest-earning assets. See “— Average Balance Sheet and Volume and Rate Analysis — Average Balance Sheet and Related Interest.”

Interest income.The 7.7% decrease in interest income was due primarily to a decrease in interest on loans. Interest on loans decreased by 7.1% fromW9,714 billion in 2014 toW9,025 billion in 2015, primarily as a result of a decrease in the average lending rate from 4.53% in 2014 to 3.85% in 2015 largely as a result of a general decrease in market interest rates driven by the decrease in the base interest rate set by the Bank of Korea and the ample liquidity in the Korean financial sector, which was partially offset by a 9.2% increase in the average balance of total loans fromW214,315 billion in 2014 toW234,125 billion in 2015 due to increases in the average balances of retail loans and corporate loans as further described below.

Interest on retail loans decreased by 6.4% fromW3,340 billion in 2014 toW3,126 billion in 2015, primarily due to a decrease in the average lending rate for retail loans from 4.19% in 2014 to 3.50% in 2015, which was partially offset by a 12.2% increase in the average balance of retail loans fromW79,642 billion in 2014 toW89,393 billion in 2015. The average lending rate for retail loans decreased largely as a result of the general decrease in market interest rates largely driven by the decrease in the base interest rate set by the Bank of Korea, which was reduced from 2.00% in 2014 to 1.75% in March 2015 and further to 1.50% in June 2015. The base rate set by the Bank of Korea largely determines the market rates for certificates of deposit, which in turn largely determines our lending rates for a substantial majority of our retail loans. The average balance of retail loans increased principally as a result of the general decrease in market interest rates and a continued increase in demand for housing loans following the implementation of government policies in the second half of 2014 designed to stimulate the real estate market, including the loosening of maximum debt-to-income and loan-to-value ratios. In addition, the volume of mortgage and home equity loans increased as more households chose to purchase homes due to a substantial increase in the amounts of long-term deposits required for house rentals and a general decrease in the supply of homes rented on long-term deposit leases.

Interest income from corporate loans decreased by 8.3% fromW4,465 billion in 2014 toW4,095 billion in 2015, which was primarily due to a decrease in the average lending rate for corporate loans from 4.04% in 2014 to 3.41% in 2015, which was partially offset by a 8.8% increase in the average balance of such loans fromW110,460 billion in 2014 toW120,180 billion in 2015. The average lending rate for corporate loans decreased largely as a result of the general decrease in market interest rates, as well as continued increasing competition among commercial banks for high-quality corporate loans in the midst of an increase in general market liquidity for corporate borrowers. The average balance of corporate loans increased principally as a result of the general decrease in market interest rates and increased loan demand from SOHOs and small- and medium-sized enterprises on the back of the Government’s policy initiatives to promote the growth of such enterprises.

Interest expense.Interest expense decreased by 15.8% fromW5,271 billion in 2014 toW4,437 billion in 2015, due primarily to a 17.0% decrease in interest expense on deposits fromW3,449 billion in 2014 toW2,861 billion in 2015, and a 9.1% decrease in interest expense on debt securities issued fromW1,302 billion in 2014 toW1,184 billion in 2015.

The decrease on interest expense on deposits was due to a decrease in the average interest rate payable on deposits from 1.89% in 2014 to 1.43% in 2015, which was partially offset by a 9.8% increase in the average balance of deposits fromW182,113 billion in 2014 toW199,935 billion in 2015. The increase in the average balance of deposits was primarily due to a 20.6% increase in the average balance of demand deposits fromW21,871 billion in 2014 toW26,365 billion in 2015 and a 22.9% increase in the average balance of savings deposits fromW45,622 billion in 2014 toW56,083 billion in 2015, while the average balance of time deposits, which represents the substantial majority of deposits, increased only slightly from W112,469 billion in 2014 toW113,932 billion in 2015. The decrease in the average interest rate payable on deposits resulted mainly from a decrease in the average interest rate payable on time deposits from 2.58% in 2014 to 2.03% in 2015, largely reflecting a general decrease in market interest rates attributable to the decrease in the base interest rate set by the Bank of Korea as well as ample liquidity in the Korean financial sector. The increase in the average balance of demand deposits was largely due to an increase in newly opened demand deposit accounts (including accounts for automatic deposit of salaries and credit card settlements) mainly as a result of our active marketing efforts, as well as the decreased use of check cards.The increase in the average balance of savings deposits was largely due to the customers’ preference for low-risk investments in light of the continuing uncertainty in financial markets.

The decrease in interest expense on debt securities issued was due to a decrease in the average interest rate payable on debt securities from 3.56% in 2014 to 3.01% in 2015, which partially offset by a 7.6% increase in the average balance of debt securities fromW36,544 billion in 2014 toW39,335 billion in 2015. The average interest rate payable on debt securities issued decreased largely due to the general decrease in market interest rates in 2015 and our active efforts to refinance debt securities carrying high interest rates. The average balance of debt securities issued increased largely due to favorable market conditions which allowed us to raise capital at lower interest rates, as well as the issuance of subordinated debt securities by Shinhan Bank in order to increase our regulatory capital.

Net interest margin.Net interest margin represents the ratio of net interest income to the average balance of interest-earning assets. Our overall net interest margin decreased by 23 basis points from 2.31% in 2014 to 2.08% in 2015, due to a decrease of 15 basis points in net interest spread from 1.93% in 2014 to 1.78% in 2015, which more than offset a 9.64% increase in the average volume of interest-earning assets fromW293,965 billion in 2014 toW322,308 billion in 2015.

Net interest spread, which represents the difference between the average rate of interest earned on interest-earning assets and the average rate of interest paid on interest-bearing liabilities, decreased from 2014 to 2015 primarily due to a 65 basis point decrease in the average rate of interest receivable on interest-earning assets, principally consisting of loans, from 4.10% in 2014 to 3.45% in 2015 primarily resulting from the decrease in base interest rates set by the Bank of Korea from 2.00% in 2014 to 1.50% in 2015, which more than offset a 50 basis point decrease in the average rate of interest paid on interest-bearing liabilities from 2.17% in 2014 to

1.67% in 2015 primarily due to a decrease in the average interest rate payable on deposits from 1.89% in 2014 to 1.43% in 2015 and a decrease in the average interest rate payable on debt securities issued from 3.56% in 2014 to 3.01% in 2015, in each case, for reasons discussed above. In general, as was the case in 2014, a decrease in the base rates set by the Bank of Korea tend to decrease our net interest margin since our deposits (on which we pay interest) have, on average, a longer maturity profile than our loans (from which we receive interest) do and are therefore less sensitive to movements in base and market interest rates. See “— Overview — Interest Rates.”

Fees and Commission Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net fees and commission income.

   Year Ended December 31, 
   2014   2015   % Change 
   (In billions of Won, except percentages) 

Fees and commission income:

      

Credit placement fees

  W63    W75     19.0

Commission received as electronic charge receipt

   135     137     1.5  

Brokerage fees

   321     411     28.0  

Commission received as agency

   191     167     (12.6

Investment banking fees

   50     80     60.0  

Commission received in foreign exchange activities

   143     163     14.0  

Asset management fees

   61     86     41.0  

Credit card fees

   2,201     2,351     6.8  

Others

   395     427     7.8  
  

 

 

   

 

 

   

 

 

 

Total fees and commission income

  W3,561    W3,897     9.4
  

 

 

   

 

 

   

 

 

 

Fees and commission expense:

      

Credit-related fees

  W33    W43     30.3

Credit card fees

   1,726     1,849     7.1  

Others

   333     384     15.3  
  

 

 

   

 

 

   

 

 

 

Total fees and commission expense

  W2,091    W2,276     8.8
  

 

 

   

 

 

   

 

 

 

Net fees and commission income

  W1,469    W1,621     10.3
  

 

 

   

 

 

   

 

 

 

Net fees and commission income increased by 10.3% fromW1,469 billion in 2014 toW1,621 billion in 2015, primarily as a result of a 6.8% increase in credit card fees income fromW2,201 billion in 2014 toW2,351 billion in 2015 and a 28.0% increase in brokerage fees income fromW321 billion in 2014 toW411 billion in 2015, which were partially offset by a 7.1% increase in credit card fees expenses.

The increase in credit card fees income was principally attributable to an increase in average credit card balances, which was partially offset by a decrease in the rate of fees we charge on merchants.The increase in brokerage fees income was primarily due to an increase in the daily average stock trading volume as a result of the favorable stock market performance in the first half of 2015. The increase in credit card fees expenses was principally attributable to an increase in the use of membership points by Shinhan Card’s credit card customers, as well as an increase in the fees paid to banks.

Other Operating Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net operating expense.

   Year Ended December 31, 
       2014          2015          % Change     
   (In billions of Won, except percentages) 

Net insurance loss

  W(413 W(432  4.6

Dividend income

   176    308    75.0  

Net trading income (loss)

   262    (344  N/M  

Net foreign currency transaction gain

   224    78    (65.2

Net gain (loss) on financial instruments designated at fair value through profit or loss

   (361  460    N/M  

Net gain on sale of available-for-sale financial assets

   681    772    13.4  

Impairment loss on financial assets

   (1,174  (1,264  7.7  

General and administrative expenses

   (4,463  (4,475  0.3  

Others

   (536  (444  (17.2
  

 

 

  

 

 

  

 

 

 

Other operating income (expense)

  W(5,604 W(5,341  (4.7)% 
  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Net other operating expenses decreased by 4.7% toW5,341 billion in 2015 fromW5,604 billion in 2014, primarily as a result of a net gain on financial instruments designated at fair value through profit or loss ofW460 billion we recorded in 2015 compared to a net loss ofW361 billion in 2014 and a 75.0% increase in dividend income fromW176 billion in 2014 toW308 billion in 2015, which were partially offset by a net trading loss ofW344 billion in 2015 compared to net trading income ofW262 billion in 2014.

We recorded a net gain on financial instruments designated at fair value through profit or loss largely as a result of an increase in valuation gain from financial liabilities designated at fair value through profit or loss held by Shinhan Investment. Dividend income increased primarily due to a general increase in the volume of securities held by us, as well as one-off dividends received from certain funds and securities.

The change in net trading income (loss) was largely due to valuation losses on certain available-for-sale derivative instruments.

Impairment Loss on Financial Assets

The following table sets forth for the periods indicated the impairment loss by type of financial asset.

   Year Ended December 31, 
       2014           2015           % Change     
   (In billions of Won, except percentages) 

Loans:

      

Retail

  W153    W122     (20.3)% 

Corporate

   358     602     68.2  

Credit card

   387     300     (22.5

Others

   (3   (2   (33.3
  

 

 

   

 

 

   

 

 

 

Subtotal

   895     1,022     14.2  

Securities(1)

   230     242     5.2  

Others

   49     —       (100.0
  

 

 

   

 

 

   

 

 

 

Total impairment loss on financial assets

  W1,174    W1,264     7.7
  

 

 

   

 

 

   

 

 

 

Note:

(1)Consist of available-for-sale financial assets.

Impairment loss on financial assets increased by 7.7% fromW1,174 billion in 2014 toW1,264 billion in 2015 principally due to a 14.2% increase in impairment on loans fromW895 billion in 2014 toW1,022 billion in 2015, which mainly resulted from:

a 68.2% increase in impairment loss on corporate loans fromW358 billion in 2014 toW602 billion in 2015 principally due to an increase in allowance for corporate loan losses during the first half of 2015 as certain of our corporate borrowers in the construction, shipbuilding and shipping industries underwent restructuring;

which was partially offset by:

a 22.5% decrease in impairment loss on credit card loans fromW387 billion in 2014 toW300 billion in 2015 principally due to a general improvement in the asset quality of credit card loans; and

a 20.3% decrease in impairment loss on retail loans fromW153 billion in 2014 toW122 billion in 2015 principally as a result of our ongoing efforts to improve asset quality.

Income Tax Expense

Income tax expense increased by 4.0% fromW668 billion in 2014 toW695 billion in 2015 as a result of the increase in our taxable income. Our effective rate of income tax remained relatively stable at 22.1% in 2015 compared to 23.3% in 2014.

Net Income for the Period

As a result of the foregoing, our net income for the period increased by 11.2% fromW2,200 billion in 2014 toW2,446 billion in 2015.

Other Comprehensive Income for the Period

   Year Ended December 31, 
       2014          2015          % Change     
   (In billions of Won, except percentages) 

Items that will be reclassified to profit or loss:

    

Foreign currency translation differences for foreign operations

  W(13 W(6  (53.8)% 

Net change in fair value of available-for-sale financial assets

   136    (266  N/M  

Equity in other comprehensive income of associates

   6    12    100.0  

Net change in unrealized fair value of cash flow hedges

   (16  3    N/M  

Other Comprehensive income (loss) of separate account

   6    2    (66.7
  

 

 

  

 

 

  

 

 

 
   119    (255  N/M  

Items that will not be reclassified to profit or loss:

    

Remeasurements of defined benefit liability

   (155  (82  (47.1
  

 

 

  

 

 

  

 

 

 
   (155  (82  (47.1
  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of income tax

  W(36 W(337  836.1
  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Other comprehensive loss increased significantly toW337 billion in 2015 fromW36 billion in 2014, principally due to a change in fair value of available-for-sale financial assets to a net loss ofW266 billion in 2015 from a net gain ofW136 billion 2014, which was partially offset by a 47.1% decrease in remeasurement loss related to defined benefit plan toW82 billion in 2015 fromW155 billion in 2014. The change in fair value of available-for-sale financial assets was largely due to fluctuations in interest rates and stock prices, as well as

an increase in the sale of financial assets during the first half of 2015. The decrease in remeasurement loss related to defined benefit plan was largely due to changes in financial assumptions, including discount rates and wage growth.

2014 Compared to 2013

The following table sets forth, for the periods indicated, the principal components of our operating income.

   Year Ended December 31, 
       2013           2014           % Change     
   (In billions of Won, except percentages) 

Net interest income

  W6,605    W6,790     2.8

Net fees and commission income

   1,387     1,469     5.9  

Net other operating income (expense)

   (5,360   (5,604   4.6  
  

 

 

   

 

 

   

 

 

 

Operating income

  W2,632    W2,655     0.9
  

 

 

   

 

 

   

 

 

 

Net Interest Income

The following table shows, for the periods indicated, the principal components of our net interest income.

   Year Ended December 31, 
       2013          2014          % Change     
   (In billions of Won, except percentages) 

Interest income:

    

Cash and due from banks

  W201   W237    17.9

Trading assets

   493    583    18.3  

Financial assets designated at fair value through profit or loss

   38    37    (2.6

Loans

   10,168    9,714    (4.5

Available-for-sale financial assets

   985    826    (16.1

Held-to-maturity financial assets

   528    522    (1.1

Other interest income

   178    142    (20.2
  

 

 

  

 

 

  

 

 

 

Total interest income

  W12,591   W12,061    (4.2)% 
  

 

 

  

 

 

  

 

 

 

Interest expense:

    

Deposits

  W3,914   W3,449    (11.9)% 

Borrowings

   468    444    (5.1

Debt securities issued

   1,521    1,302    (14.4

Other interest expense

   83    76    (8.4
  

 

 

  

 

 

  

 

 

 

Total interest expense

  W5,986   W5,271    (11.9)% 
  

 

 

  

 

 

  

 

 

 

Net interest income

  W6,605   W6,790    2.8
  

 

 

  

 

 

  

 

 

 

Net interest margin(1)

   2.36  2.31 

Note:

(1)Represents the ratio of net interest income to average interest-earning assets. See “— Average Balance Sheet and Volume and Rate Analysis — Average Balance Sheet and Related Interest.”

Interest income.The 4.2% decrease in interest income was due primarily to a decrease in interest on loans. Interest on loans decreased by 4.5% fromW10,168 billion in 2013 toW9,714 billion in 2014, primarily as a result of a decrease in the average lending rate from 4.94% in 2013 to 4.53% in 2014 largely as a result of a general decrease in market interest rates in reflection of the lowering of the base interest rate by the Bank of

Korea and the ample liquidity in the Korean financial sector, which was partially offset by a 4.22% increase in the average balance of total loans fromW205,632 billion in 2013 toW214,315 billion in 2014 due to an increase in the average balance of both retail and corporate loans following targeted loan growth in select strategic customer segments.

Interest income from retail loans decreased by 4.22% fromW3,487 billion in 2013 toW3,340 billion in 2014, primarily due to a decrease in the average lending rate for retail loans from 4.65% in 2013 to 4.19% in 2014, which was partially offset by a 6.09% increase in the average balance of retail loans fromW75,069 billion in 2013 toW79,642 billion in 2014. The average lending rate for retail loans decreased largely as a result of a decrease in the base rate set by the Bank of Korea, which largely determines the market rates for certificates of deposit, which in turn largely determines our lending rates for a substantial majority of our retail loans. The average balance of retail loans increased principally as a result of a continued increase in lending to borrowers with high credit profiles and government employees with relatively strong job security (such as police officers and firefighters) as part of our strategic initiative to increase the volume of lending while maintaining or improving the profit margin and asset quality for such lending, an increase in the volume of long-term housing rental deposit loans in tandem with a growing preference for long-term housing rental in lieu of home ownership due in part to the continued uncertainty in the Korean real property market, and a substantial increase in the volume of secured housing loans in the second half of 2014 following the series of Government plans to stimulate the general economy and the real estate market through various monetary, fiscal and deregulatory measures as announced in the second half of 2014.

Interest income from corporate loans decreased by 4.27% fromW4,664 billion in 2013 toW4,465 billion in 2014, which was primarily due to a decrease in the average lending rate for corporate loans from 4.42% in 2013 to 4.04% in 2014, which was partially offset by a 4.72% increase in the average balance of such loans fromW105,482 billion in 2013 toW110,460 billion in 2014. The average lending rate for corporate loans decreased largely as a result of a general decrease in market interest rates in reflection of the lowering of the base rate by the government and the ample liquidity in the Korean financial sector. The average balance of corporate loans increased principally as a result of an increase in loans to SOHO and small- and medium-sized enterprise borrowers with quality credit profiles as part of our strategic lending policies as well as the launch of new loan products for SOHO and small- and medium-sized enterprises in general at relatively affordable rates in line with the Government’s policy initiative to assist and support such enterprises, as well as an increase in working capital loans to large corporations to meet their short-term financing needs.

Interest expense.Interest expense decreased by 11.9% fromW5,986 billion in 2013 toW5,271 billion in 2014, due primarily to a 11.9% decrease in interest expense on deposits fromW3,914 billion in 2013 toW3,449 billion in 2014 and a 14.4% decrease in interest expense on debt securities issued fromW1,521 billion in 2013 toW1,302 billion in 2014.

The decrease in interest expense on deposits was due to a decrease in the average interest rate payable on deposits from 2.26% in 2013 to 1.89% in 2014, which was partially offset by a 4.97% increase in the average balance of deposits fromW173,484 billion in 2013 toW182,113 billion in 2014. The increase in the average balance of deposits was primarily due to a 11.98% increase in the average balance of demand deposits fromW19,531 billion in 2013 toW21,871 billion in 2014 and a 13.66% increase in the average balance of savings deposits fromW40,139 billion in 2013 toW45,622 billion in 2014 while the average balance of time deposits, which represents the substantial majority of deposits, remained largely stable fromW112,134 billion in 2013 toW112,469 billion in 2014. The increase in the average balance of demand deposits was largely due to an increase in newly opened demand deposit accounts (including accounts for automatic deposit of salaries and credit card settlements) mainly as a result of our active cross-selling efforts, as well as the increased use of check cards. The

cards.The increase in the average balance of savings deposits was largely due to an increase in savings deposits by government and government-affiliated agencies. Theagencies.The decrease in the average interest rate payable on deposits resulted mainly from a decrease in the average interest rate payable on time deposits from 3.00% in 2013 to 2.58% in 2014. The average interest rate payable on time deposits decreased largely as a result of a general

decrease in market interest rates attributable to the decrease in the base interest rate set by the Bank of Korea and ample liquidity in the Korean financial sector.

The decrease in interest expense on debt securities issued was due to a decrease in the average interest rate payable on debt securities from 3.98% in 2013 to 3.56% in 2014, and a 4.46% decrease in the average balance of debt securities fromW38,251 billion in 2013 toW36,544 billion in 2014. The average interest rate payable on debt securities issued decreased largely as a result of a general decrease in market interest rates in reflection of the lowering of the base rate by the Bank of Korea and the ample liquidity in the Korean financial sector. The average balance of debt securities issued decreased largely as a result of the increase in the average balance of deposits, which reduced our need to source funding through issuance of debt securities, which bear higher interest rates.

Net interest margin.Net interest margin represents the ratio of net interest income to the average balance of interest-earning assets. Our overall net interest margin decreased by five basis points from 2.36% in 2013 to 2.31% in 2014, due to a 4.90% increase in the average volume of interest-earning assets fromW280,244 billion in 2013 toW293,965 billion in 2014 and a decrease by two basis points in net interest spread from 1.95% in 2013 to 1.93% in 2014. Net interest spread, which represents the difference between the average rate of interest earned on interest-earning assets and the average rate of interest paid on interest-bearing liabilities, decreased from 2013 to 2014 primarily due to a 39 basis points decrease in the average rate of interest receivable on interest-earning assets (principally consisting of loans) from 4.49% in 2013 to 4.10% in 2014 primarily resulting from the decrease in base interest rates set by the Bank of Korea from 2.50% in 2013 to 2.00% in 2014, which more than offset a 37 basis points decrease in the average rate of interest paid on interest-bearing liabilities from 2.54% in 2013 to 2.17% in 2014 primarily due to a decrease in the average interest rate payable on deposits from 2.26% in 2013 to 1.89% in 2014 and a decrease in the average interest rate payable on debt securities issued from 3.98% in 2013 to 3.56% in 2014, in each case, for reasons discussed above. In general, as was the case in 2013, a decrease in the base rates set by the Bank of Korea tend to decrease our net interest margin since our deposits (on which we pay interest) have, on average, a longer maturity profile than our loans (from which we receive interest) do and are therefore less sensitive to movements in base and market interest rates. See “— Overview — Interest Rates.”

Fees and Commission Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net fees and commission income.

 

  Year Ended December 31,   Year Ended December 31, 
      2013           2014           % Change           2013           2014           % Change     
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Fees and commission income:

            

Credit placement fees

  W67    W63     (6.0)%   W67    W63     (6.0)% 

Commission received as electronic charge receipt

   132     135     2.3     132     135     2.3  

Brokerage fees

   329     321     (2.4   329     321     (2.4

Commission received as agency

   213     191     (10.3   213     191     (10.3

Investment banking fees

   45     50     11.1     45     50     11.1  

Commission received in foreign exchange activities

   143     143     —       143     143     —    

Asset management fees

   51     61     19.6     51     61     19.6  

Credit card fees

   2,106     2,201     4.5     2,106     2,201     4.5  

Others

   404     396     (2.0   404     396     (2.0
  

 

   

 

   

 

   

 

   

 

   

 

 

Total fees and commission income

W3,490  W3,561   2.0  W3,490    W3,561     2.0
  

 

   

 

   

 

   

 

   

 

   

 

 

Fees and commission expense:

      

Credit-related fees

W38  W33   (13.2)%   W38    W33     (13.2)% 

Credit card fees

 1,726   1,726   —       1,726     1,726     —    

Others

 339   333   (1.8   339     333     (1.8
  

 

   

 

   

 

   

 

   

 

   

 

 

Total fees and commission expense

 2,103   2,092   (0.5  W2,103    W2,092     (0.5)% 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net fees and commission income

W1,387  W1,469   5.9  W1,387    W1,469     5.9
  

 

   

 

   

 

   

 

   

 

   

 

 

Net fees and commission income increased by 5.9% fromW1,387 billion in 2013 toW1,469 billion in 2014, primarily as a result of a 4.5% increase in credit card fees fromW2,106 billion in 2013 toW2,201 billion in 2014, which was partially offset by a 10.3% decrease in commission received as agency.

The increase in credit card fees was principally attributable to an increase in the average credit card balance, which was partially offset by a decrease in the rate of fees we charge on merchants. The decrease in commission received as agency was principally attributable to a result of a temporary suspension of telemarketing activities by Shinhan Card as part of a sanction from the financial regulators applicable to all credit card companies in Korea (including Shinhan Card) following the leakage of personal customer information by credit card companies, as well as a decrease in fees for asset-backed securitization services related to mobile phone installment receivables due to a reduction of such securitizations in following a change in telecommunication law in Korea.

Other Operating Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net operating expense.

 

   Year Ended December 31, 
       2013(1)          2014          % Change     
   (In billions of Won, except percentages) 

Net insurance loss

  W(383 W(413  7.8

Dividend income

   156    176    12.8  

Net trading income

   75    262    N/M  

Net foreign currency transaction gain

   296    224    (24.3

Net loss on financial instruments designated at fair value through profit or loss

   (122  (361  N/M  

Net gain on sale of available-for-sale financial assets

   701    681    (2.9

Impairment loss on financial assets

   (1,340  (1,174  (12.4

General and administrative expenses

   (4,203  (4,463  6.2  

Others

   (540  (536  (0.7
  

 

 

  

 

 

  

 

 

 

Other operating income (expense)

W(5,360W(5,604 4.6
  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Note:

(1)The amounts for 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
   Year Ended December 31, 
   2013  2014  % Change 
   (In billions of Won, except percentages) 

Net insurance loss

  W(383 W(413  7.8

Dividend income

   156    176    12.8  

Net trading income

   75    262    249.3  

Net foreign currency transaction gain

   296    224    (24.3

Net loss on financial instruments designated at fair value through profit or loss

   (122  (361  195.9  

Net gain on sale of available-for-sale financial assets

   701    681    (2.9

Impairment loss on financial assets

   (1,340  (1,174  (12.4

General and administrative expenses

   (4,203  (4,463  6.2  

Others

   (540  (536  (0.7
  

 

 

  

 

 

  

 

 

 

Other operating income (expense)

  W(5,360 W(5,604  4.6
  

 

 

  

 

 

  

 

 

 

Net other operating expenses increased by 4.6% toW5,604 billion in 2014 fromW5,360 billion in 2013, primarily as a result of a 6.2% increase in general and administrative expenses and a significant increase in net loss on financial instruments designated at fair value through profit or loss, , which were partially offset by a significant increase in net trading income and a 12.4% decrease in impairment loss on financial assets.

General and administrative expenses increased by 6.2% fromW4,203 billion in 2013 toW4,463 billion in 2014 principally due to an increase in performance pays, an increase related to termination benefits arising from voluntary retirement programs and performance and an increase in taxes and dues related to the contribution of funds to a government-sponsored program to replace old credit card payment terminals for low-income merchants.

Net loss on financial instruments designated at fair value through profit or loss increased significantly fromW122 billion in 2013 toW361 billion in 2014, largely as a result of a significant increase in valuation losses on equity-linked securities mainly as a result of an increase in volatility in the Korean stock market indices. However, the net economic effect from such loss is negligible since we hedge substantially all of our equity-linked securities and such loss is therefore offset for the most part by net trading income from valuation gains from related derivative products.

Net trading income increased significantly fromW75 billion in 2013 toW262 billion in 2014, largely as a result of valuation gains on short-term financial instruments and trading gains from the disposal thereof following the decrease in the base and market interest rates.

Impairment loss on financial assets decreased primarily for reasons further discussed below.

Impairment Loss on Financial Assets

The following table sets forth for the periods indicated the impairment loss by type of financial asset.

 

  Year Ended December 31,   Year Ended December 31, 
      2013           2014           % Change           2013         2014         % Change     
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Loans:

          

Retail

  W140    W153     9.3  W140   W153    9.3

Corporate

   613     358     (41.6   613   358    (41.6

Credit card

   339     387     14.2     339   387    14.2  

Others

   (10   (3   (70.0   (10 (3  (70.0
  

 

   

 

   

 

   

 

  

 

  

 

 

Subtotal

 1,082   895   (17.3   1,082   895    (17.3

Securities(1)

 215   230   7.0     215   230    7.0  

Others

 43   49   14.0     43   49    14.0  
  

 

   

 

   

 

   

 

  

 

  

 

 

Total impairment loss on financial assets

W1,340  W1,174   (12.4)%   W1,340   W1,174    (12.4) % 
  

 

   

 

   

 

   

 

  

 

  

 

 

 

Note:

 

(1)Consist of available-for-sale financial assets.

Impairment loss on financial assets decreased by 12.4% fromW1,340 billion in 2013 toW1,174 billion in 2014 principally due to a 17.3% decrease in impairment on loans fromW1,082 billion in 2013 toW895 billion in 2014, which mainly resulted from:

 

  a 41.6% decrease in impairment loss on corporate loans fromW613 billion in 2013 toW358 billion in 2014 principally due to a decrease in delinquency among corporate borrowers resulting from our enhanced risk management policy and ongoing efforts to increase the overall asset quality of our corporate loans by focusing on SOHOs and small- to medium- sized enterprises with high quality credit;

which was partially offset by:

 

  a 14.2% increase in impairment loss on credit card loans fromW339 billion in 2013 toW387 billion in 2014 principally due to an increase in allowance for credit card loan losses (largely resulting from an increase in the average balance of credit card receivables) and an increase in bad debt expenses (largely resulting from a reduction in recovery of written-off receivables due to aging); and

 

  a 9.3% increase in impairment loss on retail loans fromW140 billion in 2013 toW153 billion in 2014 principally due to the preemptive sale of loans showing signs of asset quality deterioration as part of the Bank’s risk management policy to improve its overall asset quality.

Income Tax Expense

Income tax expense increased by 7.53% fromW621 billion in 2013 toW668 billion in 2014 as a result of the increase in our taxable income. Our effective rate of income tax remained largely stable from 23.2% in 2013 to 23.3% in 2014.

Net Income for the Period

As a result of the foregoing, our net income for the period increased by 7.02% fromW2,055 billion in 2013 toW2,200 billion in 2014.

Other Comprehensive Income for the Period

 

  Year Ended December 31,   Year Ended December 31, 
      2013(1)         2014         % Change           2013         2014         % Change     
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Items that will be reclassified to profit or loss:

        

Foreign currency translation differences for foreign operations

  W(58 W(13  (77.6)%   W(58 W(13  (77.6)% 

Net change in fair value of available-for-sale financial assets

   (269 136    N/M     (269  136    N/M  

Equity in other comprehensive income of associates

   (5 6    N/M     (5  6    N/M  

Net change in unrealized fair value of cash flow hedges

   6   (16  N/M     6    (16  N/M  

Other Comprehensive income (loss) of separate account

   (2 6    N/M     (2  6    N/M  
  

 

  

 

  

 

   

 

  

 

  

 

 
 (328 119   N/M     (328  119    N/M  

Items that will not be reclassified to profit or loss:

    

Remeasurements of defined benefit liability

 19   (155 N/M     19    (155  N/M  
  

 

  

 

  

 

   

 

  

 

  

 

 
 19   (155 N/M     19    (155  N/M  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total other comprehensive loss, net of income tax

W(309W(36 (88.3)%   W(309 W(36  (88.3) % 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

N/M = not meaningful

Note:

(1)The amounts for 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Other comprehensive loss decreased by 88.3% toW36 billion in 2014 fromW309 billion in 2013, principally due to valuation gains for debt instruments held by us following a decrease in the base and market interest rates, which more than offset a negative change in remeasurements of defined benefit liability, mainly related to changes in financial assumptions, including discount rates used in reflection of the lower base and market interest rates.

2013 Compared to 2012

The following table sets forth, for the periods indicated, the principal components of our operating income.

   Year Ended December 31, 
       2012(1)           2013(1)           % Change     
   (In billions of Won, except percentages) 

Net interest income

  W6,980    W6,605     (5.4)% 

Net fees and commission income

   1,543     1,387     (10.1

Net other operating income (expense)

   (5,347   (5,360   0.2  
  

 

 

   

 

 

   

 

 

 

Operating income

W3,176  W2,632   (17.1)% 
  

 

 

   

 

 

   

 

 

 

Note:

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Net Interest Income

The following table shows, for the periods indicated, the principal components of our net interest income.

   Year Ended December 31, 
       2012(1)          2013(1)          % Change     
   (In billions of Won, except percentages) 

Interest income:

    

Cash and due from banks

  W247   W201    (18.6)% 

Trading assets

   489    493    0.8  

Financial assets designated at fair value through profit or loss

   26    38    46.2  

Loans

   11,309    10,168    (10.1

Available-for-sale financial assets

   1,154    985    (14.6

Held-to-maturity financial assets

   595    528    (11.3

Other interest income

   179    178    (0.6
  

 

 

  

 

 

  

 

 

 

Total interest income

W13,999  W12,591   (10.1)% 
  

 

 

  

 

 

  

 

 

 

Interest expense:

Deposits

W4,637  W3,914   (15.6)% 

Borrowings

 565   468   (17.2

Debt securities issued

 1,740   1,521   (12.6

Other interest expense

 77   83   7.8  
  

 

 

  

 

 

  

 

 

 

Total interest expense

W7,019  W5,986   (14.7)% 
  

 

 

  

 

 

  

 

 

 

Net interest income

W6,980  W6,605   (5.4)% 
  

 

 

  

 

 

  

 

 

 

Net interest margin(2)

 2.57 2.36 (8.2)% 

Notes:

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Represents the ratio of net interest income to average interest-earning assets. See “— Average Balance Sheet and Volume and Rate Analysis — Average Balance Sheet and Related Interest.”

Interest income. The 10.1% decrease in interest income was due primarily to a decrease in interest on loans. Interest on loans decreased by 10.1% fromW11,309 billion in 2012 toW10,168 billion in 2013, primarily as a result of a decrease in the average lending rate from 5.65% in 2012 to 4.94% in 2013 largely as a result of a general decrease in market interest rates in reflection of the lowering of the base interest rate by the Bank of Korea and the ample liquidity in the Korean financial sector, which was partially offset by a 2.8% increase in the average balance of total loans fromW200,088 billion in 2012 toW205,632 billion in 2013 due to an increase in the average balance of both retail and corporate loans following targeted loan growth in select strategic customer segments.

Interest on retail loans decreased by 9.4% fromW3,847 billion in 2012 toW3,487 billion in 2013, primarily due to a decrease in the average lending rate for retail loans from 5.42% in 2012 to 4.65% in 2013, which was partially offset by a 5.8% increase in the average balance of retail loans fromW70,974 billion in 2012 toW75,069 billion in 2013. The average lending rate for retail loans decreased largely as a result of a decrease in the base rate set by the Bank of Korea, which largely determines the market rates for certificates of deposit, which in turn largely determines our lending rates for a substantial majority of our retail loans. The average balance of retail loans increased principally as a result of an increase in the volume of long-term housing rental deposit loans in tandem with a growing preference for long-term housing rental in lieu of home ownership due in part to the continued uncertainty in the Korean real property market, as well as increased lending to borrowers

with high credit profiles and government employees with relatively strong job security, such as police officers and firefighters, as part of our strategic initiative to increase the volume of lending while maintaining or improving the profit margin and asset quality for such lending.

Interest on corporate loans decreased by 11.7% fromW5,280 billion in 2012 toW4,664 billion in 2013, which was primarily due to a decrease in the average lending rate for corporate loans from 5.14% in 2012 to 4.42% in 2013, which was partially offset by a 2.6% increase in the average balance of such loans fromW102,800 billion in 2012 toW105,482 billion in 2013. The average lending rate for corporate loans decreased largely as a result of a general decrease in market interest rates in reflection of the lowering of the base rate by the government and the ample liquidity in the Korean financial sector. The average balance of corporate loans increased principally as a result of an increase in loans to SOHO and small- and medium-sized enterprise borrowers with quality credit profiles as part of our strategic lending policies as well as the launch of new loan products for SOHO and small- and medium-sized enterprises in general at relatively affordable rates in line with the Government’s policy initiative to assist and support such enterprises, which more than offset a decrease in the balance of loans to large corporations due to the sale or write-off of a portion of such loans that were insolvent or at risk of insolvency as part our risk management efforts to improve the overall quality of our assets.

Interest expense.Interest expense decreased by 14.7% fromW7,019 billion in 2012 toW5,986 billion in 2013, due primarily to a 15.6% decrease in interest expense on deposits fromW4,637 billion in 2012 toW3,914 billion in 2013, a 17.2% decrease in interest expense on borrowings fromW565 billion in 2012 toW468 billion in 2013 and a 12.6% decrease in interest expense on debt securities issued fromW1,740 billion in 2012 toW1,521 billion in 2013.

The decrease in interest expense on deposits was due to a decrease in the average interest rate payable on deposits from 2.77% in 2012 to 2.26% in 2013, which was partially offset by a 3.6% increase in the average balance of deposits fromW167,506 billion in 2012 toW173,484 billion in 2013. The increase in the average balance of deposits was primarily due to a 2.2% increase in the average balance of time deposits fromW109,743 billion in 2012 toW112,134 billion in 2013, which was partially offset by a 10.4% decrease in the average balance of other deposits fromW1,875 billion in 2012 toW1,680 billion in 2013. The overall increase in the average balance of time deposits was largely due to the growing preference among customers for higher-yielding deposit products such as time deposits (which generally offer relatively higher rates of interest compared to our other deposit products) in light of the continued low interest rate environment in Korea in 2013, as well as our efforts to maintain our customer base by offering competitive rates on time deposits. The average balance of other deposits, which principally consist of certificates of deposit, decreased primarily as a result of our efforts to replace a portion of certificates of deposit with regular customer deposits in order to improve our loan-to-deposit ratio since the former are not classified as deposits for purposes of computing such ratio. The decrease in the average interest rate payable on deposits resulted mainly from a decrease in the average interest rate payable on time deposits from 3.63% in 2012 to 3.00% in 2013 and a decrease in the average interest rate payable on other deposits from 3.25% in 2012 to 2.01% in 2013. The average interest rate payable on time deposits decreased largely as a result of a general decrease in market interest rates attributable to the decrease in the base interest rate set by the Bank of Korea and ample liquidity in the Korean financial sector. The average interest rate payable on other deposits also decreased largely as a result of the general decrease in market interest rates in 2013, as well as our efforts to decrease the volume of our certificates of deposit by offering lower rates thereon.

The decrease in interest expense on borrowings was due to a 2.4% decrease in the average balance of borrowings fromW22,258 billion in 2012 toW21,730 billion in 2013 and a decrease on the average interest rate payable on borrowings from 2.54% in 2012 to 2.16% in 2013. The average balance of borrowings decreased largely as a result of the increase in the average balance of deposits and greater availability of funding through capital markets in tandem with the ample liquidity in the Korean financial sector, both of which reduced our need to source funding through borrowings. The average interest rate payable on borrowings decreased largely due to the general decrease in market interest rates in 2013 and our active efforts to reduce borrowings with relatively high interest rates through repayment.

The decrease in interest expense on debt securities issued was due to a decrease in the average interest rate payable on debt securities from 4.36% in 2012 to 3.98% in 2013, and a 4.2% decrease in the average balance of debt securities fromW39,938 billion in 2012 toW38,251 billion in 2013. The average interest rate payable on debt securities issued decreased largely as a result of a general decrease in market interest rates in reflection of the lowering of the base rate by the Bank of Korea and the ample liquidity in the Korean financial sector. The average balance of debt securities issued decreased largely as a result of the increase in the average balance of deposits, which reduced our need to source funding through issuance of debt securities, which bear higher interest rates.

Net interest margin.Net interest margin represents the ratio of net interest income to the average balance of interest-earning assets. Our overall net interest margin decreased by 21 basis points from 2.57% in 2012 to 2.36% in 2013, due to a decrease by 16 basis points in net interest spread from 2.11% in 2012 to 1.95% in 2013, which more than offset a 3.1% increase in the average volume of interest-earning assets fromW271,905 billion in 2012 toW280,244 billion in 2013. Net interest spread, which represents the difference between the average rate of interest earned on interest-earning assets and the average rate of interest paid on interest-bearing liabilities, decreased from 2012 to 2013 primarily due to a 66 basis points decrease in the average rate of interest receivable on interest-earning assets (principally consisting of loans) from 5.15% in 2012 to 4.49% in 2013 primarily resulting from the decrease in base interest rates set by the Bank of Korea in 2012 from 2.75% in 2012 to 2.50% in 2013, which more than offset a 50 basis points decrease in the average rate of interest paid on interest-bearing liabilities from 3.04% in 2012 to 2.54% in 2013 primarily due to a decrease in the average interest rate payable on deposits from 2.77% in 2012 to 2.26% in 2013 and a decrease in the average interest rate payable on debt securities issued from 4.36% in 2012 to 3.98% in 2013, in each case, for reasons discussed above. In general, as was the case in 2012, a decrease in the base rates set by the Bank of Korea tend to decrease our net interest margin since our deposits (on which we pay interest) have, on average, a longer maturity profile than our loans (from which we receive interest) do and are therefore less sensitive to movements in base and market interest rates. See “— Overview — Interest Rates.”

Fees and Commission Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net fees and commission income.

   Year Ended December 31, 
       2012           2013  ��        % Change     
   (In billions of Won, except percentages) 

Fees and commission income:

      

Credit placement fees

  W58    W67     15.5

Commission received as electronic charge receipt

   134     132     (1.5

Brokerage fees

   354     329     (7.1

Commission received as agency

   211     213     0.9  

Investment banking fees

   70     45     (35.7

Commission received in foreign exchange activities

   148     143     (3.4

Asset management fees

   47     51     8.5  

Credit card fees

   2,071     2,106     1.7  

Others

   398     404     1.5  
  

 

 

   

 

 

   

 

 

 

Total fees and commission income

W3,491  W3,490   —    
  

 

 

   

 

 

   

 

 

 

Fees and commission expense:

Credit-related fees

W38  W38   —    

Credit card fees

 1,678   1,726   2.9

Others

 232   339   46.1  
  

 

 

   

 

 

   

 

 

 

Total fees and commission expense

 1,948   2,103   8.0  
  

 

 

   

 

 

   

 

 

 

Net fees and commission income

W1,543  W1,387   (10.1)% 
  

 

 

   

 

 

   

 

 

 

Net fees and commission income decreased by 10.1% fromW1,543 billion in 2012 toW1,387 billion in 2013, primarily as a result of a 46.1% increase in other fees and commission expense fromW232 billion in 2012 toW339 billion in 2013, a 2.9% increase in credit card fee expense fromW1,678 billion in 2012 toW1,726 billion in 2013, a 35.7% decrease in investment banking fee income fromW70 billion in 2012 toW45 billion in 2013 and a 7.1% decrease in brokerage fee income fromW354 billion in 2012 toW329 billion in 2013, which were partially offset by a 1.7% increase in credit card fee income fromW2,071 billion in 2012 toW2,106 billion in 2013.

The increase in other fees and commission expense was principally attributable to an increase in fees paid by Shinhan Card in connection with factoring transactions relating to SK Telecom mobile handset installment receivables and an increase in insurance premiums relating to Shinhan Card’s guarantee for such receivables. The increase in credit card fee expense was principally attributable to an increase in the expenses related to the reward points systems and membership services for Shinhan Card largely as a result of enhanced marketing efforts to maintain and expand our credit card customers. Investment banking fee income decreased largely due to a decrease in advisory fee income as a result of a general decline in the number and volume of investment banking transactions in Korea, including real estate development, public infrastructure projects and mergers and acquisitions. The decrease in brokerage fee income was principally attributable to decreases in the balance of indirect investment products and the trading volume in the Korean stock market due to increased investor preference for low risk investments in the face of uncertainty in the general economy as well as a decrease in brokerage fee rates due to intensifying competition for brokerage services primarily brought by the prevalence of Internet-based and mobile trading services for which minimal brokerage fee is charged. The increase in credit card fees income was principally attributable to an increase in average credit card balances, which was largely offset by a decrease in the rate of fees we charge on merchants.

Other Operating Income (Expense), Net

The following table shows, for the periods indicated, the principal components of our net operating expense.

   Year Ended December 31, 
       2012(1)          2013(1)          % Change     
   (In billions of Won, except percentages) 

Net insurance loss

  W(211 W(383  81.5

Dividend income

   174    156    (10.3

Net trading income

   608    75    (87.7

Net foreign currency transaction gain

   280    296    5.7  

Net loss on financial instruments designated at fair value through profit or loss

   (532  (122  (77.1

Net gain on sale of available-for-sale financial assets

   536    701    30.8  

Impairment loss on financial assets

   (1,416  (1,340  (5.4

General and administrative expenses

   (4,062  (4,203  3.5  

Others

   (724  (540  (25.4
  

 

 

  

 

 

  

 

 

 

Other operating income (expense)

W(5,347W(5,360 0.2
  

 

 

  

 

 

  

 

 

 

Note:

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Net other operating expenses remained relatively stable atW5,360 billion in 2013 compared toW5,347 billion in 2012, primarily as a result of a significant decrease in net loss on financial instruments designated at fair value through profit or loss, a 25.4% decrease in other expense, a 30.8% increase in net gain on sale of available-for-sale financial assets and a 5.4% decrease in impairment loss on financial assets (as further

explained below), which were partially offset by a significant decrease in net trading income, a 3.5% increase in general and administrative expense and a 81.5% increase in net insurance loss.

Net loss on financial instruments designated at fair value through profit or loss decreased significantly fromW532 billion in 2012 toW122 billion in 2013, largely as a result of significant valuation gain and gain on sale of equity-linked securities sold by us due to a general decrease in market stock prices in 2013. However, the net economic effect from such loss is negligible since we hedge substantially all of our equity-linked securities and such loss is therefore offset for the most part by net trading income from valuation gains from related derivative products.

Other expense decreased by 25.4% fromW724 billion in 2012 toW540 billion in 2013 principally due to an increase in other income attributable to the sale of defaulted loans to Kookmin Happy Fund and a decrease in loss from hedging activities.

Net gain on sale of available-for-sale financial assets increased by 30.8% fromW536 billion in 2012 toW701 billion in 2013 principally due to gain realized from the sale of shares in SK Hynix and available-for-sale debt securities in 2013 in the amount ofW148 billion andW123 billion, respectively.

Net trading income decreased significantly fromW608 billion in 2012 toW75 billion in 2013, largely as a result of losses incurred by Shinhan Bank and Shinhan Investment relating to derivative transactions and valuation loss on derivative products.

General and administrative expenses increased by 3.5% fromW4,062 billion in 2012 toW4,203 billion in 2013 principally due to an increase in severance and retirement benefits related to our early retirement programs and performance-related bonuses, as well as an increase in Shinhan Card’s marketing expenses.

Net insurance loss increased by 81.5% fromW211 billion in 2012 toW383 billion in 2013 principally due to a decrease in Shinhan Life Insurance’s fee income resulting from a decrease in the sale of new bancassurance contracts following adverse changes in tax regulation, as well as an increase in commission expenses that are recognized upfront as a result of changes in insurance regulations.

Impairment Loss on Financial Assets

The following table sets forth for the periods indicated the impairment loss by type of financial asset.

   Year Ended December 31, 
       2012          2013          % Change     
   (In billions of Won, except percentages) 

Loans:

    

Retail

  W177   W140    (20.9)% 

Corporate

   860    613    (28.7

Credit card

   295    339    14.9  

Others

   (7  (10  42.9  
  

 

 

  

 

 

  

 

 

 

Subtotal

 1,325   1,082   (18.3

Securities(1)

 101   215   N/M  

Others

 (10 43   N/M  
  

 

 

  

 

 

  

 

 

 

Total impairment loss on financial assets

W1,416  W1,340   (5.4)% 
  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Note:

(1)Consist of available-for-sale financial assets.

Impairment loss on financial assets decreased by 5.4% fromW1,416 billion in 2012 toW1,340 billion in 2013 principally due to an 18.3% decrease in impairment on loans fromW1,325 billion in 2012 toW1,082 billion in 2013, which mainly resulted from:

a 28.7% decrease in impairment loss on corporate loans fromW860 billion in 2012 toW613 billion in 2013 principally due to a decrease in delinquency among corporate borrowers resulting from our enhanced risk management policy and ongoing efforts to increase the overall asset quality of our corporate loans by focusing on SOHOs and small-to medium-sized enterprises with high quality credit, and

a 20.9% decrease in impairment loss on retail loans fromW177 billion in 2012 toW140 billion in 2013 principally due to a decrease in impairment of our collective housing loans, which are loans made to a group of borrowers on identical terms for certain types of purchases of real property, such as subscription for apartment pre-sales. Impairment of our collective retail loans decreased largely as a result of a decrease in our balance of collective retail loans due to the sustained downturn in the real estate market in Korea and our sale of a portion of our impaired collective retail loans in 2013; and

which more than offset

a 14.9% increase in impairment loss on credit card loans fromW295 billion in 2012 toW339 billion in 2013 principally due to increases in allowance for credit card loan losses and bad debt expenses resulting from an increase in the delinquency rate for such loans and a reduction in recovery of credit card loans that were written off.

The decrease in impairment loss on loans was partially offset by a significant increase in impairment loss on securities fromW101 billion in 2012 toW215 billion in 2013 principally due to recognition of impairment loss on shares in POSCO and SsangYong Engineering & Construction held by us following a decline in their stock prices and on our capital investment in Credit Recovery Fund due to lowered valuations of such capital investment by a third party valuation firm in 2013.

Income Tax Expense

Income tax expense decreased by 16.0% fromW739 billion in 2012 toW621 billion in 2013 as a result of the decrease in our taxable income. Our effective rate of income tax remained relatively stable from 22.9% in 2012 to 23.2% in 2013.

Net Income for the Period

As a result of the foregoing, our net income for the period decreased by 17.5% fromW2,490 billion in 2012 toW2,055 billion in 2013.

Other Comprehensive Income for the Period

   Year Ended December 31, 
       2012          2013(1)          % Change     
   (In billions of Won, except percentages) 

Items that will be reclassified to profit or loss:

    

Foreign currency translation differences for foreign operations

  W(85 W(58  (31.8)% 

Net change in fair value of available-for-sale financial assets

   13    (269  N/M  

Equity in other comprehensive income of associates

   4    (5  N/M  

Net change in unrealized fair value of cash flow hedges

   16    6    (62.5

Other Comprehensive income (loss) of separate account

   1    (2  N/M  
  

 

 

  

 

 

  

 

 

 
 (51 (328 543.1  

Items that will not be reclassified to profit or loss:

Remeasurements of defined benefit liability

 —     19   N/M  
  

 

 

  

 

 

  

 

 

 
 —     19   N/M  
  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of income tax

W(51W(309 505.9
  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Note:

(1)The amounts for 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Other comprehensive loss increased significantly toW309 billion in 2013 fromW51 billion in 2012, principally due to the absence in 2013 of the one-time gain realized from the sale of shares in SK Hynix and Visa in 2012.

Results by Principal Business Segment

As of December 31, 2014,2015, we were organized into eightfive major business segments as follows:

 

the followingcommercial banking services, which are principally provided by Shinhan Bank:

retail banking;

corporate and investment banking;

international banking; and

other banking services;

 

credit card services, which are provided by Shinhan Card;

 

securities brokerage services, which are provided by Shinhan Investment;

 

life insurance services, which are provided by Shinhan Life Insurance; and

 

other.

Our senior management regularly makes decisions aboutWe report our segment information in accordance with the provisions of IFRS 8 (Operating Segments). We previously had eight reporting segments, which further divided the commercial banking services segment into four sub-segments comprised of retail banking, corporate banking, international banking and other banking. Due to the changes in our internal organizational and reporting structure to reflect the increasing crossover between retail and corporate banking businesses including the continued expansion of hybrid branches, effective as of January 1, 2015, we realigned our reporting segments by combining the four sub-segments within the commercial banking services into a single reporting segment. This change corresponds with our management’s current approach of allocating costs and resources, to be allocated to theseassessing the performance of our business activities and assesses performancemaking operating decisions. There has been no change in our total consolidated financial condition or results of operations previously reported as a result of the activities using this information, and consequently this forms the basis ofchange in our segment reporting included instructure. Prior periods have been revised to conform with the current presentation. See Note 7 inof the notes to our consolidated financial statements included in this annual report.

Operating Income by Principal Business Segment

The table below provides the income statement data for our principal business segments for the periods indicated.

 

  Year Ended December 31, % Change   Year Ended December 31, % Change 
  2012(1) 2013(1) 2014 2012/2013 2013/2014   2013 2014 2015 2013/2014 2014/2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Banking:

      

Retail banking

  W699   W460   W567    (34.2)%   23.3

Corporate and investment banking

   889   988   1,411    11.1    42.8  

International banking

   211   123   132    (41.7  7.3  

Others

   314   174   (295  (44.6  N/M  
  

 

  

 

  

 

  

 

  

 

 

Subtotal

 2,113   1,745   1,815   (17.4 4.0  
  

 

  

 

  

 

  

 

  

 

 

Banking

  W1,745   W1,815   W1,758    4.0  (3.1)% 

Credit card

 942   833   793   (11.6 (4.8   833   793   858    (4.8  8.2  

Securities

 68   102   133   50.0   30.4     102   133   262    30.4    97.0  

Life insurance

 277   107   118   (61.4 10.3     107   118   132    10.3    11.9  

Others

 (261 (117 (79 (55.2 (32.5   (117 (79 (33  (32.5  (58.2

Consolidation adjustment(1)

 37   (38 (125 N/M   N/M     (38 (125 (4  228.9    (96.8
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total operating income

W3,176  W2,632  W2,655   (17.2)%  0.9  W2,632   W2,655   W2,973    0.9  12.0
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

N/M = not meaningful

Notes:Note:

 

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.
(2)Consolidation adjustment consists of adjustments for inter-segment transactions.

Retail Banking Services

The banking services segment offers commercial banking and related services, and includes: (i) retail banking, segment primarilywhich consists of banking and other services provided byprimarily through the retail branches of Shinhan Bank and Jeju Bank to individuals and households; (ii) corporate banking, which consists of corporate banking products and services provided through Shinhan Bank’s retailcorporate banking branches to its corporate customers, most of which are small- and medium-sized enterprises and large corporations, including members of thechaebolgroups; (iii) international banking, which primarily consists of the branch customers,operations of Shinhan Bank’s overseas subsidiaries and branches; and (iv) other banking, which principally consistprimarily consists of individualstreasury business for our banking business (including internal asset and households. The retail banking products principally consist of mortgage and home equity loansliability management and other retail loans, depositsnon-deposit funding activities), securities investing and other savings productstrading and fees earned from the salederivatives trading, as well as administration of investment and bancassurance products.our overall banking operations.

The table below provides the income statement data for the retailour banking services segment for the periods indicated.

 

  Year Ended December 31, % Change   Year Ended December 31, % Change 
  2012 2013 2014 2012/2013 2013/2014   2013 2014 2015 2013/2014 2014/2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Net interest income (expense)

  W2,513   W2,341   W2,402   (6.8)%  2.6  W4,429   W4,446   W4,247   0.4 (4.5)% 

Net fees and commission income (expense)

   600   559   573   (6.8 2.5     760   816   867   7.4   6.3  

Net other income (expense)

   (2,414 (2,440 (2,408 1.1   (1.3   (3,444 (3,447 (3,356 0.1   (2.6
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income (expense)

W699  W460  W567   (34.2)%  23.3  W1,745   W1,815   W1,758   4.0 (3.1)% 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comparison of 2015 to 2014

Operating income for banking services decreased by 3.1% fromW1,815 billion in 2014 toW1,758 billion in 2015.

Net interest income (expense).Net interest income decreased by 4.5% fromW4,446 billion in 2014 toW4,247 billion in 2015 primarily due to decreases in net interest income for retail banking and other banking services, which more than offset an increase in net interest income from corporate banking and international banking. More specifically:

Net interest income for retail banking decreased by 3.5% fromW2,718 billion in 2014 toW2,624 billion in 2015 primarily due to a narrowing of net interest spread, which was partially offset

by an increase in the average volume of retail loans. The narrowing of net interest spread was largely due to the decrease in the market interest rates reflecting the decrease in the base interest rate set by the Bank of Korea in 2015, which was reduced from 2.00% in 2014 to 1.75% in March 2015 and further to 1.50% in June 2015. The changes in the base interest rate generally has a greater impact on the average interest rate on loans relative to that on deposits due to the shorter repricing periods for the former. The average volume of retail loans increased largely as a result of the general decrease in market interest rates and a continued increase in demand for housing loans following the implementation of government policies in the second half of 2014 designed to stimulate the real estate market, including the loosening of maximum debt-to-income and loan-to-value ratios. In addition, the volume of mortgage and home equity loans increased as more households chose to purchase homes due to a substantial increase in the amounts of long-term deposits required for house rentals and a general decrease in the supply of homes rented on long-term deposit leases.

Net interest income for other banking services decreased by 32.4% fromW444 billion in 2014 toW300 billion in 2015 primarily due to a decrease in net interest margin for internal funding activities within the banking services segment resulting from downward adjustments to internal funding rates reflecting the decrease in the general level of interest rates.

Net interest income for corporate banking increased by 2.1% fromW980 billion in 2014 toW1,001 billion in 2015 primarily due to an increase in the average balance of corporate loans, which was partially offset by the narrowing of the net interest spread. The increase in the average balance of corporate loans was largely due to the general decrease in market interest rates and increased loan demand from SOHOs and small- and medium-sized enterprises on the back of the Korean government’s policy initiatives to promote the growth of such enterprises. The narrowing of the net interest spread was largely due to the decrease in the market interest rates reflecting the decrease in the base interest rates set by the Bank of Korea in 2015, as described above.

Net interest income for International banking increased by 5.9% fromW304 billion in 2014 toW322 billion in 2015 primarily due to an increase in the average balance of loans extended by the Shinhan Bank’s overseas subsidiaries, especially its subsidiary in Vietnam.

Net fees and commission income (expense).Net fees and commission income increased by 6.3% fromW816 billion in 2014 toW867 billion in 2015 primarily due to an increase in net fees and commission income for corporate banking and a decrease in net fees and commission expense for other banking services, which outweighed a decrease in net fees and commissions for retail banking. Net fees and commission income for corporate banking increased primarily due to an increase in investment banking fees and commissions principally resulting from an increased volume of mergers and acquisitions, SOC (social overhead capital) projects and other corporate transactions. Net fees and commission expense for other banking services decreased primarily due to adjustments in internal fee allocation. Net fees and commission income for retail banking decreased primarily due to an increase in agency fees and commission expenses related to granting loans, such as stamp taxes, resulting from the increase in the volume of loans.

Net other income (expense).Net other expense decreased by 2.6% fromW3,447 billion in 2014 toW3,356 billion in 2015 due primarily to decreases in net other expense for retail banking and corporate banking, which more than offset a decrease in net other income for other banking services. Net other expense for retail banking decreased primarily due to a decrease in rental expenses due to our continued efforts to rationalize our distribution network, which resulted in the closure of certain retail banking branches. Net other expense for corporate banking decreased primarily due to an increase in other income resulting largely from one-off dividends received from certain funds and securities. Net other income for other banking services decreased primarily due to an increase in provisioning in the first half of 2015 as a result of the restructuring activities of certain corporate clients.

Comparison of 2014 to 2013

Operating income for retail banking services increased by 23.3%4.0% fromW4601,745 billion in 2013 toW5671,815 billion in 2014.

Net interest income for retail banking(expense).Net interest income increased slightly by 2.6%0.4% fromW2,3414,429 billion in 2013 toW2,4024,446 billion in 2014 due principally to an increaseincreases in the average balance ofnet interest income for retail, loans,corporate and international banking, which more thanwas mostly offset by a decrease in net interest spread. The average balanceincome for other banking services. More specifically:

Net interest income for retail banking increased by 16.1% fromW2,341 billion in 2013 toW2,718 billion in 2014 primarily due to an increase in the average volume of retail loans, which more than offset a decrease in net interest spread. The average volume of retail loans increased from 2013 to 2014, largely due to an increase in home rental long-term deposit loans and mortgage loans for new home purchases, as well as increased lending to quality retail customers with stable employment and sound credit profile. The narrowing of the net interest spread was largely due to the decline in general market interest rates following the reduction of the base interest rate set by the Bank of Korea to 2.00% in 2014 from 2.50% in 2013, as well as intensified rate competition among peer commercial banks for high quality retail loans and customer deposits and an increase in the proportion of retail loans with higher asset quality for which Shinhan Bank charges lower rates.

Net interest income for corporate banking increased by 4.6% fromW937 billion in 2013 toW980 billion in 2014 primarily due to an increase in the average balance of corporate loans, which was partially offset by the narrowing of the net interest spread. In addition, certain businesses that had historically been accounted for under corporate banking (including treasury business, securities investing and trading and derivatives trading businesses) were allocated to other banking services for internal reporting purposes with retroactive effect from January 1, 2014, which resulted in a decrease in interest expenses for corporate banking. The increase in the average balance of corporate loans was largely due to a steady increase in loans to high quality SOHO and small- and medium-sized enterprise borrowers as well as the launch of new loan products for SOHO and small- and medium-sized enterprises in general at relatively affordable rates in line with the Korean government’s policy initiative to assist and support such enterprises. The narrowing of the net interest spread was largely due to the decrease in the market interest rates in tandem with a decrease in the base interest rates set by the Bank of Korea in 2014 as well as increasing competition among commercial banks for high-quality corporate loans in the midst of an increase in general market liquidity for corporate borrowers.

Net interest income for international banking increased by 11.4% fromW273 billion in 2013 toW304 billion in 2014 primarily due to a general increase in the average balance of loans extended by Shinhan Bank’s subsidiaries, especially its subsidiary in the People’s Republic of China.

Net interest income for other banking services decreased by 49.4% fromW878 billion in 2013 toW444 billion in 2014 primarily due to an increase in interest expense largely resulting from the internal reallocation of certain businesses to other banking services, which is reflected in the results for 2014 as described above.

Net fees and mortgage loans for new home purchases, as well as increased lending to quality retail customers with stable employment and sound credit profile. The increase in the average balance of retail loans more than offset the decrease in net interest spread, which resulted largely from a decline in general market interest rates following the reduction of the base interest rate set by the Bank of Korea to 2.00% in 2014 from 2.50% in 2013, which generally has a greater impact on the average interest rate on loans relative to that on deposits due to the shorter repricing periods for the former, as well as intensified rate competition among peer commercial banks for high quality retail loans and customer deposits and an increase in the proportion of retail loans with higher asset quality for which Shinhan Bank charges lower rates.

commission income (expense).Net fees and commission income increased by 2.5%7.4% fromW559760 billion in 2013 toW573816 billion in 2014 primarily due to an increaseincreases in agencynet fees and commissions related to the increased volume of bancassurance products sold.

Net other expense decreased by 1.3% fromW2,440 billion in 2013 toW2,408 billion in 2014 primarily due to a decrease in rental expenses due to consolidation of our retail banking branch network in tandem with the rationalization efforts for Shinhan Bank’s distribution network.

Comparison of 2013 to 2012

Operatingcommission income for corporate banking and retail banking decreased by 34.2% fromW699 billion in 2012 toW460 billion in 2013.

Net interest income for retail banking decreased by 6.8% fromW2,513 billion in 2012 toW2,341 billion in 2013 due to the narrowing of the net interest spread, which was partially offset by an increase in the average balance of corporate loans. The narrowing of Shinhan Bank’s net interest spread was largely due to the decrease in the market interest rates in tandem with a decrease in the base interest rates set by the Bank of Korea in 2014 as well as increasing competition among commercial banks for high-quality corporate loans in the midst of an increase in general market liquidity for corporate borrowers, as described above. The increase in the average balance of corporate loans was largely due to a steady increase in loans to high quality SOHO and small-and medium-sized enterprise borrowers as well as the launch of new loan products for SOHO and small-and medium-sized enterprises in general at relatively affordable rates in line with the Government’s policy initiative to assist and support such enterprises, as described above.

banking. Net fees and commission income decreased by 6.8% fromW600 billion in 2012 toW559 billion in 2013 primarily due to reduced demand for indirect investment products offered by Shinhan Bank’s retail banking branches resulting from the continued stagnation in domestic stock markets, as well as a decrease in fees received for bancassurance products due to a decrease in the volume of bancassurance products sold in response to a change in applicable tax regulations relating to tax exemptions and deductions for bancassurance products.

Net other expense remained largely stable, having increased by 1.1% fromW2,414 billion in 2012 toW2,440 billion in 2013 primarily due to an increase in general and administrative expense resulting from an increase in severance and other benefits related to Shinhan Bank’s early retirement programs.

Corporate and Investment Banking

The corporate and investment banking segment primarily consists of banking and other services provided by Shinhan Bank’s corporate banking branches to their corporate customers, most of which are small-and medium-sized enterprises and large corporations, including members of thechaebolgroups, such as general lending and providing overdrafts and other credit facilities.

The table below provides the income statement data for the corporate and investment banking segment for the periods indicated.

   Year Ended December 31,   % Change 
   2012  2013  2014   2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Net interest income (expense)

  W1,049   W937   W891     (10.7)%   (4.9%) 

Net fees and commission income (expense)

   275    233    258     (15.3  10.7  

Net other income (expense)

   (435  (182  262     (58.2  N/M  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Operating income (expense)

W889  W988  W1,411   11.1 42.8
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

N/M = not meaningful

Comparison of 2014 to 2013

Operating income for corporate and investment banking increased by 42.8% fromW988 billion in 2013 toW1,411 billion in 2014.

Net interest income decreased by 4.9% fromW937 billion in 2013 toW891 billion in 2014 primarily due to the narrowing of the net interest spread, which was partially offset by an increase in the average balance of corporate loans. The narrowing of the net interest spread was largely due to the decrease in the market interest rates in tandem with a decrease in the base interest rates set by the Bank of Korea in 2014 as well as increasing competition among commercial banks for high-quality corporate loans in the midst of an increase in general market liquidity for corporate borrowers. The increase in the average balance of corporate loans was largely due to a steady increase in loans to high quality SOHO and small- and medium-sized enterprise borrowers as well as the launch of new loan products for SOHO and small- and medium-sized enterprises in general at relatively affordable rates in line with the Government’s policy initiative to assist and support such enterprises.

Net fees and commission income increased by 10.7% fromW233 billion in 2013 toW258 billion in 2014 primarily due to an increase in investment banking fees and commissions largely resulting from an increase in mergers and acquisitions in Korea as well as fees and commissions related to disposition of real estate mortgage backed securities. Net fees and commission income for retail banking increased primarily due to an increase in agency fees and commissions related to the increased volume of bancassurance products sold.

CorporateNet other income (expense).Net other expense remained largely stable fromW3,444 billion in 2013 toW3,447 billion in 2014, as an increase in net other income for other banking services was largely offset by

increases in net other expense for corporate banking and retail banking. We recorded net other income ofW262 billionfor other banking services in 2014, compared to net other expense ofW182 billion in 2013 to primarily due to a decrease in provision of loan losses resulting from an absence of major workouts or rehabilitations of corporate borrowers as well as an increase in net gain on the sale of debt securities as a preemptive measure to reduce interest rate volatility.

Comparison of 2013 to 2012

Operating income for corporate and investment banking increased by 11.1% fromW889 billion in 2012 toW988 billion in 2013.

Net interest income decreased by 10.7% fromW1,049 billion in 2012 toW937 billion in 2013 primarily due to a decrease in the volume of loans to large corporate borrowers, which resulted primarily from an increased use of capital markets for financing, instead of bank loans, by large corporations to take advantage of ample liquidity in the Korean financial sector, as well as intensified pricing competition among commercial banks to make high quality corporate loans, which adversely affected Shinhan Bank’s average lending rate.

Net fees and commission income decreased by 15.3% fromW275 billion in 2012 toW233 billion in 2013 primarily due to a decrease in investment advisory fees resulting from decreased investment banking activities in light of the continued weakness in the Korean and global economies.

Net other expense significantly decreased by 58.2% fromW435 billion in 2012 toW182 billion in 2013 primarily due to a decrease in provision of loan losses resulting from an absence of major workouts or rehabilitations of corporate borrowers as well as an increase in net gain on the sale of debt securities as a preemptive measure to reduce interest rate volatility.

International Banking

The international banking segment primarily consists of the results of operations of Shinhan Bank’s overseas subsidiaries and branches, as well as Shinhan Bank’s non-deposit funding activities, including trading of, and investment in, debt securities and, to a lesser extent, equity securities for its own accounts, handling its treasury activities, such as inter-segment lending and borrowing, entering into derivatives transactions and investment banking.

The table below provides the income statement data for the international banking segment for the periods indicated.

   Year Ended December 31,  % Change 
   2012  2013  2014  2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Net interest income (expense)

  W289   W273   W304    (5.5)%   11.4

Net fees and commission income (expense)

   48    50    55    4.2    10.0  

Net other income (expense)

   (126  (200  (227  58.7    13.5  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (expense)

W211  W123  W132   (41.7)%  7.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comparison of 2014 to 2013

Operating income for international banking increased by 7.3% fromW123 billion in 2013 toW132 billion in 2014.

Net interest income increased by 11.4% fromW273 billion in 2013 toW304 billion in 2014 primarily due to a general increase in the average balance of loans extended by Shinhan Bank’s subsidiaries, especially its subsidiary in the People’s Republic of China.

Net fees and commission income increased by 10.0% fromW50 billion in 2013 toW55 billion in 2014 primarily due to an increase in fees and commissions charged by Shinhan Bank Japan for loans made by it.

Net other expense increased by 13.5% fromW200 billion in 2013 toW227 billion in 2014 primarily due to an increase in bad debt expense relating to loans in Shinhan Bank’s Vietnamese subsidiary arising largely from an increase in loans made by such subsidiary in Vietnam due in part to its active marketing.

Comparison of 2013 to 2012

Operating income for international banking decreased by 41.7% fromW211 billion in 2012 toW123 billion in 2013.

Net interest income decreased by 5.5% fromW289 billion in 2012 toW273 billion in 2013 primarily due to a general decrease in net interest margins for Shinhan Bank’s overseas operations in both developed and emerging markets as a result of a global decrease in market interest rates.

Net fees and commission income increased by 4.2% fromW48 billion in 2012 toW50 billion in 2013, primarily due to an increase in fees and commissions charged by Shinhan Bank Japanother income largely resulting from the internal reallocation of certain businesses to other banking services, which is reflected in the results for loans (primarily housing mortgage loans) made by it due2014 as described above. Such reallocation resulted in part to its active marketing.

a corresponding decrease in other income for corporate banking. Net other expense increased by 58.7% fromW126 billion in 2012 toW200 billion in 2013 primarily due to an increase in valuation losses related to loans made to corporate borrowers in China mostly prior to the onset of the global financial crisis who have subsequently entered into corporate restructuring, as well as an increase in general and administrative expense related to the expansion of Shinhan Bank’s overseas operations.

Others (Banking)

This segment primarily consists of Shinhan Bank’s back-office functions, including management of non-performing loans and restructured loans and consolidated adjustments within Shinhan Bank.

The table below provides the income statement data for the others (banking) segment for the periods indicated.

   Year Ended December 31,  % Change 
   2012  2013  2014  2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Net interest income (expense)

  W1,003   W878   W850    (12.5)%   (3.2)% 

Net fees and commission income (expense)

   (75  (82  (70  9.3    (14.6

Net other income (expense)

   (614  (622  (1,075  1.3    72.8  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (expense)

W314  W174  W(295 (44.6)%  N/M  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

N/M = not meaningful

Comparison of 2014 to 2013

Others (Banking) recorded operating expense ofW295 billion in 2014 compared to operating income ofW174 billion in 2013.

Net interest incomeretail banking decreased by 3.2% fromW878 billion in 2013 toW850 billion in 2014 primarily due to an increase in interest expense largely resulting from an increase in the average balance of deposits in the principal and/or interest-guaranteed trust accounts which are subject to consolidation.

Net fees and commission expense decreased by 14.6% fromW82 billion in 2013 toW70 billion in 2014 primarily due to the netting-out effect of consolidation adjustments relating to commission income received by Shinhan Bank’s corporate banking segment from a mortgage-backed asset securitization vehicle.

Net other expense increased by 72.8% fromW622 billion in 2013 toW1,075 billion in 2014 primarily due to the netting-out effect of consolidation adjustments relating to an increase in foreign currency translation losses for foreign currency-denominated assets as recorded by Shinhan Bank’s corporate banking segment.

Comparison of 2013 to 2012

Operating income for the other banking segment decreased by 44.6% fromW314 billion in 2012 toW174 billion in 2013.

Net interest income decreased by 12.5% fromW1,003 billion in 2012 toW878 billion in 2013 primarily due to a decrease in the average balance of loans made by our other banking segment resulting from substantial repayment of such loans in 2013.

Net fees and commission expense increased by 9.3% fromW75 billion in 2012 toW82 billion in 2013 primarilyrental expenses due to consolidation of our retail banking branches in tandem with the effect of consolidation adjustments relating to an increase in commission expenses relating to Won-denominated guarantees among affiliates.

Net other expense increased by 1.3% fromW614 billion in 2012 toW622 billion in 2013 primarily due to an increase in provisionrationalization efforts for loan losses of a consolidated special purpose company.Shinhan Bank’s distribution network.

Credit Card Services

The credit card services segment consists of the credit card business of Shinhan Card, including its installment finance and automobile leasing businesses.

 

  Year Ended December 31, % Change   Year Ended December 31, % Change 
  2012 2013 2014 2012/2013 2013/2014   2013 2014 2015 2013/2014 2014/2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Income statement data

            

Net interest income (expense)

  W1,410   W1,395   W1,373   (1.1)%  (1.6)%   W1,395   W1,373   W1,351   (1.6)%  (1.6)% 

Net fees and commission income (expense)

   246   166   257   (32.5 54.8     166   257   256   54.8   (0.4

Net other income (expense)

   (714 (728 (837 2.0   15.0     (728 (837 (749 15.0   (10.5
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income (expense)

W942  W833  W793   (11.6)%  (4.8)%   W833   W793   W858   (4.8)%  8.2
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comparison of 2015 to 2014

Operating income for the credit card business increased by 8.2% fromW793 billion in 2014 toW858 billion in 2015.

Net interest income decreased by 1.6% largely as a result of the decrease in the average lending rate for credit card loans attributable to the decrease in the market interest rates following the reduction of the base interest rate by the Bank of Korea and the continued popularity of interest-free installment payment programs (under which no interest is charged on credit card purchases for limited duration, usually up to three months), which was partially offset by an increase in the average balance of credit card receivables.

Net fees and commission income remained largely stable, as an increase in merchant fees primarily as a result of the increase in the average balance of credit card receivables was largely offset by an increase in fees and commissions payable as a result of an increased use of membership points by the credit card customers as part of Shinhan Card’s enhanced marketing efforts.

Net other expense decreased by 10.5% primarily as a result of a decrease in bad debt expenses following an increase in recoveries on delinquent receivables, as well as a decrease in taxes.

Comparison of 2014 to 2013

Operating income for the credit card business decreased by 4.8% fromW833 billion in 2013 toW793 billion in 2014.

Net interest income decreased by 1.6% largely as a result of the narrowing of the net interest spread following the decrease in the base and market interest rates, the growing popularity of interest-free installment payment programs (under which no interest is charged on credit card purchases for limited duration, usually up to three months) and a reduction in interest income on cash advances due to a decrease in the average balance of cash advances as part of our risk management policy, which was partially offset by a slight increase in the average balance of credit card receivables.

Net fees and commission income increased by 54.8% due primarily to an increase in merchant fees largely as a result of the increase in the average balance of credit card receivables and an increase in annual membership dues following a reduction of exemptions for annual membership dues and a growing popularity of credit card programs that charge higher annual membership dues in exchange for other membership benefits.

Net other expense increased by 15.0% primarily as a result of an increase in bad debt expenses following reduced recovery from delinquent receivables largely due aging of such receivables and an increase in taxes and dues related to the contribution of funds to a government-sponsored program to replace old credit card payment terminals for low-income merchants.

Comparison of 2013 to 2012

Operating income for the credit card business decreased by 11.6% fromW942 billion in 2012 toW833 billion in 2013.

Net interest income decreased by 1.1% largely as a result of decreases in the average balance of credit card loans and the average lending rate for credit card loans, which more than offset a decrease in funding costs attributable to decreases in the volume of credit card loans and related interest expense as well as funding cost savings from the issuance of low-cost, long-term debt securities issued by Shinhan Card. The decrease in the average balance of credit card loans was principally attributable to reduced use of card loans and cash advances by customers in light of ample liquidity in the Korean financial sector and the resulting increase in the availability of lower-cost loans and other financing options. The average lending rate on credit card loans decreased due to a general decrease in market interest rates largely driven by the decrease in the base interest rate set by the Bank of Korea.

Net fees and commission income decreased by 32.5% due primarily to the lowering of merchant fee rates in compliance with new regulatory requirements and an increase in fees and commissions payable as a result of increased use of membership points by Shinhan Card’s credit card customers as part of enhanced marketing efforts.

Net other expense increased by 2.0% primarily as a result of an increase in bad debt expenses following reduced recovery from delinquent receivables largely due to the aging of such receivables and an increase in marketing and general expenses resulting from intensified competition among credit card companies, which was substantially offset by a gain on the sale of credit card loans such as factoring assets in 2013.

Securities Brokerage Services

Securities brokerage services segment primarily reflects securities brokerage and dealing services on behalf of customers, which is conducted by Shinhan Investment, our principal securities brokerage subsidiary.

 

  Year Ended December 31, % Change   Year Ended December 31, % Change 
  2012 2013 2014 2012/2013 2013/2014   2013 2014 2015 2013/2014 2014/2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Income statement data

            

Net interest income (expense)

  W248   W282   W386   13.7 36.9  W282   W386   W444   36.9 15.0

Net fees and commission income (expense)

   237   212   198   (10.5 (6.6   212   198   267   (6.6 34.8  

Net other income (expense)

   (417 (392 (451 (6.0 15.1     (392 (451 (449 15.1   (0.4
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income (expense)

W68  W102  W133   50.0 30.4  W102   W133   W262   30.4 97.0
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comparison of 2015 to 2014

Operating income for securities brokerage services increased by 97.0% fromW133 billion in 2014 toW262 billion in 2015.

Net interest income increased by 15.0% due primarily to an increase in the volume of Won-denominated loans collateralized by securities, which more than offset the decrease in net interest spread largely resulting from the decrease in the base and market interest rates in Korea.

Net fees and commission income increased by 34.8% due primarily to an increase in brokerage fees as stock trading volume increased principally as a result of the favorable stock market performance in the first half of 2015.

Net other expense remained largely stable, as an increase in net gains from trading of foreign currency-denominated derivative products was largely offset by an increase in employee benefits and severance under Shinhan Investment’s early retirement program and valuation losses of its affiliated companies.

Comparison of 2014 to 2013

Operating income for securities brokerage services increased by 30.4% fromW102 billion in 2013 toW133 billion in 2014.

Net interest income increased by 36.9% due primarily to an increase in interest income from financial bonds held by us for hedging purposes in light of the growing volume of equity-linked securities, which more than offset the decrease in net interest spread largely resulting from the decrease in the base and market interest rates in Korea.

Net fees and commission income decreased by 6.6% due primarily to a decrease in brokerage fee resulting from the reduced proportion of retail investors who generally pay a higher brokerage commission due to their continued growing preference for low risk investments, an industry-wide decrease in the average rate of brokerage fees and commission due to intensifying competition and an increase in derivative transactions entered into for purposes of hedging equity-linked securities.

Net other expense increased by 15.1% due primarily to an increase in securities transaction taxes arising from an increase in the trading volume of investment products such as equity swaps, which more than offset an increase in valuation gain of its affiliated companies.

Comparison of 2013 to 2012

Operating income for securities brokerage services increased by 50.0% fromW68 billion in 2012 toW102 billion in 2013.

Net interest income increased by 13.7% due primarily to an increase in financial bonds under our management, which more than offset a decrease in net interest margin.

Net fees and commission income decreased by 10.5% due primarily to a decrease in brokerage fee resulting from a decrease in the trading volume in the Korean stock market due to increased investor preference for low risk investments in the face of uncertainty in the general economy as well as a decrease in the brokerage fee rates due to intensifying competition for brokerage services primarily brought by the growing prevalence of Internet-based and mobile trading services for which minimal brokerage fee is charged.

Net other expense decreased by 6.0% due primarily to a reversal of impairment loss on bonds and equity securities and provision for litigation recorded in 2012, which more than offset an increase in employee benefits and severance under Shinhan Investment’s early retirement program and valuation losses of its affiliated companies.

Life Insurance Services

Life insurance services segment consists of life insurance services provided by Shinhan Life Insurance.

 

   Year Ended December 31,  % Change 
   2012(1)  2013(1)  2014  2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Income statement data

      

Net interest income (expense)

  W566   W603   W651    6.5  8.0

Net fees and commission income (expense)

   35    32    27    (8.6  (15.6

Net other income (expense)

   (324  (528  (560  63.0    6.1  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (expense)

W277  W107  W118   (61.4)%  10.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   Year Ended December 31,  % Change 
   2013  2014  2015  2013/2014  2014/2015 
   (In billions of Won, except percentages) 

Income statement data

      

Net interest income (expense)

  W603   W651   W676    8.0  3.8

Net fees and commission income (expense)

   32    27    32    (15.6  18.5  

Net other income (expense)

   (528  (560  (576  6.1    2.9  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (expense)

  W107   W118   W132    10.3  11.9
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Note:Comparison of 2015 to 2014

Operating income for life insurance services increased by 11.9% fromW118 billion in 2014 toW132 billion in 2015.

(1)The amounts for 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Net interest income increased by 3.8% due primarily to an increase in interest income on foreign currency-denominated deposits, as well as an increase in interest income on debt securities held by Shinhan Life Insurance as part of asset liability management following an increase in the volume of insurance contracts.

Net fees and commission income increased by 18.5% due primarily to a decrease in fees paid for tax and legal consulting services and call center services, and one-off fees received from a defendant that lost a legal case against Shinhan Life.

Net other expense increased by 2.9% fromW560 billion in 2014 toW576 billion in 2015 due primarily to an increase in contract cancellation refunds, which more than offset an increase in premium income resulting from an increase in the volume of insurance policies sold.

Comparison of 2014 to 2013

Operating income for life insurance services increased by 10.3% fromW107 billion in 2013 toW118 billion in 2014.

Net interest income increased by 8.0% due primarily to an increase in interest income on debt securities held by Shinhan Life Insurance as part of asset liability management following an increase in the volume of insurance contracts.

Net fees and commission income decreased by 15.6% due primarily to an increase in fees paid for tax and legal consulting services and call center services.

Net other expense increased by 6.1% fromW528 billion in 2013 toW560 billion in 2014 due primarily to a decrease in other income resulting from an decrease in the volume of insurance policies sold as a result of intensified competition in the life insurance sector and additional reserve set aside for suicide-related death benefits in accordance with a guideline thereon from the Financial Supervisory Service.

Comparison of 2013 to 2012

Operating income for life insurance services decreased by 61.4% fromW277 billion in 2012 toW107 billion in 2013.

Net interest income increased by 6.5% due primarily to an increase in interest on insurance loans and cash balances resulting from an increase in insurance premium collected largely due to an increase in tax-exempt insurance policies and annuities sold following a change in tax law in 2012.

Net fees and commission income decreased by 8.6% due primarily to an increase in fees incurred in connection with maintaining existing customers and attracting new customers in response to intensified competition in the life insurance sector in Korea.

Net other expense increased by 63.0% fromW324 billion in 2012 toW528 billion in 2013 due primarily to a decrease in other income resulting from a decrease in the volume of insurance policies sold as a result of intensified competition in the life insurance sector and decreased purchasing power of consumers due to ongoing economic difficulties and slow economic growth in Korea in 2013 following the global financial crisis in 2008 and 2009.

Others

Other segment primarily reflects all other activities of Shinhan Financial Group, as the holding company, and our other subsidiaries, including the results of operations of Shinhan Capital, Shinhan Credit Information, Shinhan BNP Paribas Asset Management, Shinhan Private Equity, Shinhan Savings Bank, and back-office functions maintained at the holding company.

 

  Year Ended December 31, % Change   Year Ended December 31, % Change 
  2012 2013 2014 2012/2013 2013/2014   2013 2014 2015 2013/2014 2014/2015 
  (In billions of Won, except percentages)   (In billions of Won, except percentages) 

Net interest income (expense)

  W(108 W(108 W(70  —     (35.2)%   W(108 W(70 W(32 (35.2)%  (54.3)% 

Net fees and commission income (expense)

   196   222   186   13.3 (16.2   222   186   195   (16.2 4.8  

Net other income (expense)

   (349 (231 (195 (33.8 (15.6   (231 (195 (196 (15.6 0.5  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income (expense)

W(261W(117W(79 (55.2)%  (32.5)%   W(117 W(79 W(33 (32.5)%  (58.2)% 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comparison of 2015 to 2014

Operating expense for others decreased by 58.2% from W79 billion in 2014 toW33 billion in 2015.

Net interest expense decreased fromW70 billion in 2014 toW32 billion in 2015 primarily due to an increase in net interest income for Shinhan Savings Bank attributable to an increase in the average balance of loans, which was partially offset by the narrowing of the net interest spread.

Net fees and commission income increased by 4.8% primarily due to an increase in fee income received by Shinhan Capital largely as a result of an increase in the volume of operating lease assets and an increase in cancellation fees received.

Net other expense remained largely unchanged withW196 billion in 2015 compared toW195 billion in 2014, as an increase in Shinhan Capital’s income from disposal of loans primarily resulting from the sale of project-financing related loans was largely offset by an increase in the allowance for loan losses principally related to its loans to borrowers in the shipbuilding industry.

Comparison of 2014 to 2013

Operating expense decreased fromW117 billion in 2013 toW79 billion in 2014 primarily due to Shinhan Savings Bank’s recording operating expense ofW19 billion in 2013 to operating income ofW9 billion in 2014.

Net interest expense decreased fromW108 billion in 2013 toW70 billion in 2014 primarily due to a decrease in net interest expense for our financial holding company attributable to a decrease in debt securities issued by it.

Net fees and commission income decreased by 16.2% primarily due to a decrease in branding fees payable by our subsidiaries to our financial holding company. The branding fees are determined every two years (and were last determined in 2014) based on the expected revenue contribution from the brand as of the determination date.

Net other expense decreased by 15.6% primarily due to gain recognized by Shinhan Savings Bank from the disposal of shares in Samsung SDS held by it and a decrease in bad debt expense for Shinhan Savings Bank due to a reduction in delinquent loans extended by Shinhan Savings Bank.

Comparison of 2013 to 2012

Operating expense decreased fromW261 billion in 2012 toW117 billion in 2013 primarily due to Shinhan Capital’s recording operating expense ofW12 billion in 2012 to operating income ofW60 billion in 2013 and the recording of operating expense by Shinhan Savings Bank ofW27 billion in 2013, its second year of operation.

Net interest expense remained stable atW108 billion in each of 2012 and 2013 primarily due to a decrease in net interest expense for our financial holding company attributable to a decrease in debt securities issued and an increase in Shinhan Capital’s net interest income, which were offset by a decrease in Shinhan Saving Bank’s net interest income.

Net fees and commission income increased by 13.3% primarily due to trust fee and commission income of Shinhan AITAS, a former subsidiary of Shinhan Bank which became a consolidated subsidiary of our financial holding company in November 2012.

Net other expense decreased by 33.8% primarily due to a decrease in Shinhan Capital’s bad debt expense relating to vessel financing and other large loans as a result of its active efforts reduce its exposure to the shipbuilding and shipping industries and other troubled industries, as well as a decrease in the remaining balance of troubled loans previously made by Shinhan Savings Bank prior to our acquisition, which resulted in a corresponding decrease in Shinhan Savings Bank’s bad debt expense.

Financial Condition

Assets

The following table sets forth, as of the dates indicated, the principal components of our assets.

 

   As of December 31,   % Change 
   2012(1)   2013(1)   2014   2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Cash and due from banks

  W13,507    W16,473    W20,585     22.0  25.0

Trading assets

   16,654     18,033     24,362     8.3  35.1

Financial assets designated at fair value through profit or loss

   2,542     3,361     2,737     32.2  (18.6)% 

Derivative assets

   2,171     1,717     1,568     (20.9)%   (8.7)% 

Loans

   200,289     205,723     221,618     2.7  7.7

Available-for-sale financial assets

   36,284     33,597     31,418     (7.4)%   (6.5)% 

Held-to-maturity financial assets

   11,660     11,031     13,373     (5.4)%   21.2

Property and equipment

   3,108     3,214     3,147     3.4  (2.1)% 

Intangible assets

   4,195     4,226     4,153     0.7  (1.7)% 

Investments in associates

   299     329     342     10.0  4.0

Deferred tax assets

   100     196     228     96.0  16.3

Current tax receivables

   14     6     11     (57.1)%   83.3

Investment property

   779     690     268     (11.4)%   (61.2)% 

Assets held for sale

   54     243     9     N/M    N/M  

Other assets

   13,283     12,451     14,203     (6.3)%   14.1
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total assets

W304,939  W311,290  W338,022   2.1 8.6
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

   As of December 31,   % Change 
   2013   2014   2015   2013/2014  2014/2015 
   (In billions of Won, except percentages) 

Cash and due from banks

  W16,473    W20,585    W22,024     25.0  7.0

Trading assets

   18,033     24,362     22,638     35.1    (7.1

Financial assets designated at fair value through profit or loss

   3,361     2,737     3,244     (18.6  18.5  

Derivative assets

   1,717     1,568     1,995     (8.7  27.2  

Loans

   205,723     221,618     246,441     7.7    11.2  

Available-for-sale financial assets

   33,597     31,418     33,966     (6.5  8.1  

Held-to-maturity financial assets

   11,031     13,373     16,192     21.2    21.1  

Property and equipment

   3,214     3,147     3,039     (2.1  (3.5

Intangible assets

   4,226     4,153     4,275     (1.7  2.9  

Investments in associates

   329     342     393     4.0    14.9  

Deferred tax assets

   196     228     164     16.3    (28.1

Current tax receivables

   6     11     10     83.3    (9.1

Investment property

   690     268     209     (61.2  (22.0

Assets held for sale

   243     9     4     (96.3  (55.6

Other assets

   12,451     14,203     15,946     14.1    12.3  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total assets

  W311,290    W338,022    W370,540     8.6  9.6
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

N/M = not meaningful2015 Compared to 2014

Note:Our assets increased by 9.6% fromW338,022 billion as of December 31, 2014 toW370,540 billion as of December 31, 2015, principally due to increases in loans and, to a lesser extent, cash and due from banks, available-for-sale financial assets and held-to-maturity financial assets, which was partially offset by a decrease in trading assets.

Our loans increased by 11.2% fromW221,618 billion as of December 31, 2014 toW246,441 billion as of December 31, 2015, principally as a result of increases in mortgage loans, home equity loans and general purpose loans to individuals and households, as well as loans to SOHO and small- and medium-sized enterprise borrowers as discussed above.

(1)The amounts as of December 31, 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Our cash and due from banks increased by 7.0% fromW20,585 billion as of December 31, 2014 toW22,024 billion as of December 31, 2015, principally due to an increase of due from The Bank of Korea, which fluctuates on a daily basis.

Our available-for-sale financial assets increased by 8.1% fromW31,418 billion as of December 31, 2014 toW33,966 billion as of December 31, 2015, largely reflecting our strategy to acquire additional highly liquid assets in light of the implementation of the minimum LCR requirements applicable to banks beginning in January 2015.

Our held-to-maturity financial assets increased by 21.1% fromW13,373 billion as of December 31, 2014 toW16,192 billion as of December 31, 2015, principally due to our purchase of mortgage backed securities issued by Korea Housing Finance Corporation in connection with the “Relief Debt Conversion” program, which was implemented by the Financial Services Commission in March and April 2015.

Our trading assets decreased by 7.1% fromW24,362 billion as of December 31, 2014 toW22,638 billion as of December 31, 2015, principally due to decreases in bonds and debentures held by us.

2014 Compared to 2013

Our assets increased by 8.6% fromW311,290 billion as of December 31, 2013 toW338,022 billion as of December 31, 2014, principally due to increases in loans and, to a lesser extent, trading assets and cash and due from banks and held-to-maturity financial assets, which was partially offset by a decrease in available-for-sale financial assets.

Our loans increased by 7.7% fromW205,723 billion as of December 31, 2013 toW221,618 billion as of December 31, 2014, principally as a result of an increase in home mortgage loans and long-term housing rental deposit loans following the government policy announced in the second half of 2014 to stimulate the real estate market, as well as an increase in high-quality retail loans to police officers and other government employees and an increase in corporate loans to quality SOHO and small- to medium-sized enterprise customers.

Our trading assets increased by 35.1% fromW18,033 billion as of December 31, 2013 toW24,362 billion as of December 31, 2014, principally due to an increase in securities held for hedging purposes to offset decreases in the volume of equity-linked securities.

Our cash and due from banks increased by 25.0% fromW16,473 billion as of December 31, 2013 toW20,585 billion as of December 31, 2014, principally due to an increase of due from The Bank of Korea, which fluctuates on a daily basis.

Our held-to-maturity financial assets increased by 21.2% fromW11,031 billion as of December 31, 2013 toW13,373 billion as of December 31, 2014, principally due to an increase in government bonds and national housing bonds held by us as part of our asset management policy.

Our available-for-sale financial assets decreased by 6.5% fromW33,597 billion as of December 31, 2013 toW31,418 billion as of December 31, 2014, principally due to increased disposal of debt securities following the decrease in the base and market interest rates.

2013 Compared to 2012

Our assets increased by 2.1% fromW304,939 billion as of December 31, 2012 toW311,290 billion as of December 31, 2013, principally due to increases in loans, cash and due from banks and trading assets, which was partially offset by decreases in available-for-sale financial assets and net other assets.

Our loans increased by 2.7% fromW200,289 billion as of December 31, 2012 toW205,723 billion as of December 31, 2013, principally as a result of our risk management and tailored strategic marketing policy which emphasized increasing the proportion of high quality assets such as retail loans to police officers and other government employees and corporate loans to quality SOHO and small- to medium-sized enterprise customers.

Our cash and due from banks increased by 22.0% fromW13,507 billion as of December 31, 2012 toW16,473 billion as of December 31, 2013, principally due to an increase in foreign currency deposits in response to abundant foreign currency liquidity in 2013 as well as the inclusion of cash and dues held by Yehanbyoul Savings Bank following our acquisition thereof in 2013.

Our trading assets increased by 8.3% fromW16,654 billion as of December 31, 2012 toW18,033 billion as of December 31, 2013, principally due to an increase in securities held for hedging purposes to offset increases in the volume of equity-linked securities.

Our available-for-sale financial assets decreased by 7.4% fromW36,284 billion as of December 31, 2012 toW33,597 billion as of December 31, 2013, principally due to an increase in the disposal of debt securities as part of our efforts to reduce our exposure to interest rate volatility.

Our held-to-maturity financial assets decreased by 5.4% fromW11,660 billion as of December 31, 2012 toW11,031 billion as of December 31, 2013, principally due to an increase in the disposal of debt securities as part of our efforts to reduce our exposure to interest rate volatility.

Liabilities and Equity

The following table sets forth, as of the dates indicated, the principal components of our liabilities.

 

   As of December 31,   % Change 
   2012(1)   2013(1)   2014   2012/2013  2013/2014 
   (In billions of Won, except percentages) 

Deposits

  W173,296    W178,810    W193,710     3.2  8.3

Trading liabilities

   1,371     1,258     2,689     (8.2)%   113.8

Financial liabilities designated at fair value through profit or loss

   4,822     5,909     8,996     22.5  52.2

Derivative liabilities

   1,904     2,019     1,718     6.0  (14.9)% 

Borrowings

   19,537     20,143     22,974     3.1  14.1

Debt securities issued

   38,838     37,491     37,335     (3.5)%   (0.4)% 

Liability for defined benefit obligations

   222     118     309     (46.8)%   N/M  

Provisions

   748     750     694     0.3  (7.5)% 

Current tax liabilities

   254     239     257     (5.9)%   7.5

Deferred tax liabilities

   42     15     10     (64.3)%   (33.3)% 

Liabilities under insurance contracts

   13,420     15,662     17,776     16.7  13.5

Other liabilities

   21,574     19,021     21,040     (11.8)%   10.6
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

 276,028   281,435   307,508   2.0 9.3
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total equity attributable to equity holder of the Group

 26,370   27,538   29,183   4.4 6.0

Non-controlling interest

 2,541   2,317   1,331   (8.8)%  (42.6)% 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total equity

 28,911   29,855   30,514   3.3 2.2
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities and equity

W304,939  W311,290  W338,022   2.1 8.6
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

   As of December 31,   % Change 
   2013   2014   2015   2013/2014  2014/2015 
   (In billions of Won, except percentages) 

Deposits

  W178,810    W193,710    W217,676     8.3  12.4

Trading liabilities

   1,258     2,689     2,136     113.8    (20.6

Financial liabilities designated at fair value through profit or loss

   5,909     8,996     8,916     52.2    (0.9

Derivative liabilities

   2,019     1,718     2,599     (14.9  51.3  

Borrowings

   20,143     22,974     21,734     14.1    (5.4

Debt securities issued

   37,491     37,335     41,221     (0.4  10.4  

Liability for defined benefit obligations

   118     309     226     163.0    (26.9

Provisions

   750     694     699     (7.5  0.7  

Current tax liabilities

   239     257     142     7.5    (44.7

Deferred tax liabilities

   15     10     11     (33.3  10.0  

Liabilities under insurance contracts

   15,662     17,776     20,058     13.5    12.8  

Other liabilities

   19,021     21,040     23,312     10.6    10.8  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

   281,435     307,507     338,730     9.3    10.2  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total equity attributable to equity holder of the Group

   27,538     29,184     30,840     6.0    5.7  

Non-controlling interest

   2,317     1,331     970     (42.6  (27.1
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total equity

   29,855     30,515     31,810     2.2    4.2
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities and equity

  W311,290    W338,022    W370,540     8.6  9.6
  

 

 

   

 

 

��  

 

 

   

 

 

  

 

 

 

N/M = not meaningful2015 Compared to 2014

Note:Our total liabilities increased by 10.2% fromW307,507billion as of December 31, 2014 toW338,730 billion as of December 31, 2015 primarily due to an increase in deposits (which principally consist of customer deposits) and, to a lesser extent, an increase in debt securities issued.

Our deposits increased by 12.4% fromW193,710 billion as of December 31, 2014 toW217,676 billion as of December 31, 2015, primarily due to an increase in customer deposits, largely as a result of customers’ preference for low-risk investments in light of the continuing uncertainty in financial markets.

(1)The amounts as of December 31, 2012 and 2013 have been restated to retroactively reflect changes in accounting policies regarding the classification of financial instruments held by us and correction of prior period errors as described in Note 48 of the notes to our consolidated financial statements.

Our debt securities issued increased by 10.4% fromW37,335 billion as of December 31, 2014 toW41,221 billion as of December 31, 2014, primarily due to Shinhan Bank’s issuance of subordinated debt securities in order to increase its regulatory capital, as well as an increase in the issuances of debentures by Shinhan Bank and Shinhan Card for general corporate purposes.

Total equity increased by 4.2% fromW30,515 billion as of December 31, 2014 toW31,810 billion as of December 31, 2015, largely due to net income attributable to equity holders in the amount ofW2,367 billion, which more than offset a dividend payout ofW512 billion in 2015 and the effect of recording other comprehensive loss ofW337 billion in 2015.

2014 Compared to 2013

Our total liabilities increased by 9.3% fromW281,435 billion as of December 31, 2013 toW307,508307,507 billion as of December 31, 2014, primarily due to an increase in customer deposits and, to a lesser extent, increases in financial liabilities designated at fair value through profit or loss, borrowings and liabilities under insurance contracts, which were partially offset by a decrease in debt securities issued.

Our deposits increased by 8.3% fromW178,810 billion as of December 31, 2013 toW193,710 billion as of December 31, 2014, primarily due to an increase in cross-selling deposit products (including automatic salary deposit products, automatic credit card payment deposit products, check card deposit products and other deposit products offered to high-quality retail customers such as police officers and government employees) and an increase in inter-bank deposits.

Our financial liabilities designated at fair value through profit or loss increased by 52.2% fromW5,909 billion as of December 31, 2013 toW8,996 billion as of December 31, 2014, primarily due to an increase in the volume of equity-linked securities sold and an increase in valuation losses of such securities.

Our borrowings increased by 14.1% fromW20,143 billion as of December 31, 2013 toW22,974 billion as of December 31, 2014, primarily due to an increase in short-term borrowings such as repos and call moneys as part of our liquidity management policy.

Our liabilities under insurance contracts increased by 13.5% fromW15,662 billion as of December 31, 2013 toW17,776 billion as of December 31, 2014, primarily due to an increase in policy reserve related to an increase in the cumulative volume of our insurance policies.

Our other liabilities increased by 10.6% fromW19,021 billion as of December 31, 2013 toW21,040 billion as of December 31, 2014, primarily due to a significant increase in other accounts payable related to short-term accounts payable for securities and derivatives trading.

Total equity increased by 2.2% fromW29,855 billion as of December 31, 2013 toW30,51430,515 billion as of December 31, 2014, largely due to net income attributable to equity holders in the amount ofW2,081 billion, which more than offset a dividend payout ofW370 billion in 2014 and the effect of recording other comprehensive loss ofW36 billion in 2014.

2013 Compared to 2012

Our total liabilities increased by 2.0% fromW276,028 billion as of December 31, 2012 toW281,435 billion as of December 31, 2013, primarily due to an increase in deposits (which principally consist of customer deposits in Won) and, to a lesser extent, an increase in liabilities under insurance contracts, which were partially offset by a decrease in other liabilities.

Our deposits increased by 3.2% fromW173,296 billion as of December 31, 2012 toW178,810 billion as of December 31, 2013, primarily due to continuing preference among customers for safe investment products in light of the lingering uncertainties surrounding the general economy, the continued slump in the real estate market and the stagnant stock markets.

Our liabilities under insurance contracts increased by 16.7% fromW13,420 billion as of December 31, 2012 toW15,662 billion as of December 31, 2013, primarily due to an increase in policy reserve related to an increase in the cumulative volume of our insurance policies.

Our other liabilities decreased by 11.8% fromW21,574 billion as of December 31, 2012 toW19,021 billion as of December 31, 2013, primarily due to a significant decrease in other accounts payable, and in particular, swap exchange payables, as a result of a decrease in derivative transactions for hedging foreign currency-denominated loans following a decrease in such loans in 2013.

Total equity increased by 3.3% fromW28,911 billion as of December 31, 2012 toW29,855 billion as of December 31, 2013, largely due to net income attributable to equity holders in the amount ofW1,898 billion, which more than offset a dividend payout ofW394 billion in 2013 and the effect of recording other comprehensive loss ofW309 billion in 2013.

 

ITEM 5.B.Liquidity and Capital Resources

We are exposed to liquidity risk arising from the funding of our lending, trading and investment activities and in the management of trading positions. The goal of liquidity management is for us to be able, even under adverse conditions, to meet all of our liability repayments on time and fund all investment opportunities. For an explanation of how we manage our liquidity risk, see “Item 4.B. Business Overview — Risk Management — Market Risk Management — Market Risk Management for Non-trading Activities — Liquidity Risk Management.” In our opinion, the working capital is sufficient for our present requirements.

The following table sets forth our capital resources as of December 31, 2014.2015.

 

   As of December 31, 20142015 
   (In billions of Won) 

Deposits

  W193,710217,676  

Long-term debt

   37,93643,834  

Call money

   2,649643  

Borrowings from the Bank of Korea

   1,4782,073  

Other short-term borrowings

   12,79711,463  

Asset securitizations

   7,7086,621  

Stockholders’ equity(1)

   2,645  
  

 

 

 

Total

W258,923284,955  
  

 

 

 

 

Note:

 

(1)Includes Series 12 redeemable preferred stock. See Note 30 of the notes to our consolidated financial statements included in this annual report. On April 21, 2016, we redeemed all of the Series 12 redeemable preferred shares.

We obtain funding from a variety of sources, both domestic and foreign. Our principal source of funding is customer deposits obtained from our banking operations, and we from time to time issue equity and debt securities. In addition, our subsidiaries acquire funding through call money, borrowings from the Bank of Korea, other short-term borrowings, corporate debentures, other long-term debt and asset-backed securitizations.

Our primary funding strategy has been to achieve low-cost funding by increasing the average balances of low-cost retail customer deposits. Customer deposits accounted for 73.5% of our total funding as of December 31, 2012, 74.5% of our total funding as of December 31, 2013, and 74.8% of our total funding as of December 31, 2014.2014, and 76.4% of our total funding as of December 31, 2015. Historically, except in limited circumstances, largely due to the lack of alternative investment opportunities for individuals and households in Korea, especially in light of a low interest rate environment and volatile stock market conditions, a substantial portion of such customer deposits were rolled over upon maturity and accordingly provided a stable source of funding for our banking subsidiaries. However, in the face of attractive alternative investment opportunities such as during a bullish run of the stock market, customers may transfer a significant amount of bank deposits to alternative investment products in search of higher returns, which may result in temporary difficulties in finding sufficient funding on commercial terms favorable to us. In addition, in recent years, we have faced increasing pricing competition from our competitors with respect to our deposit products. If we do not continue to offer competitive interest rates to our deposit customers, we may lose their business, which has traditionally provided a stable and low-cost source of funding. In addition, evenEven if we are able to match our competitors’ pricing, doing so may result in an increase in our funding costs, which may have an adverse impact on our results of operation.operations.

While our banking subsidiaries generally have not faced, and currently are not facing, liquidity difficulties in any material respect, if we or our banking subsidiaries are unable to obtain the funding we need on terms commercially acceptable to us for an extended period of time for reasons of Won devaluation or otherwise, we may not be able to ensure our financial viability, meet regulatory requirements, implement our strategies or compete effectively. See “Item 3.D. Risk Factors — Risks Related to Our Overall Business — Changes in interest rates, foreign exchange rates, bond and equity prices, and other market factors have affected and will continue to affect our business.”

As of December 31, 2012, 2013, 2014 and 2014,W6,150 billion,2015,W6,680 billion, andW6,443 billion andW6,480 billion, or 3.68%3.8%, 3.82%3.3%, and 3.33%3.0%, respectively, of Shinhan Bank’s total deposits in Korean Won were deposits made by litigants in connection with legal proceedings in Korean courts. Court deposits carry interest rates, which are generally lower than market rates.

In addition, we obtain funding through borrowings and the issuances of debt and equity securities, primarily through Shinhan Bank. Our borrowings consist mainly of borrowings from financial institutions, the Korean government and Korean government-affiliated funds. Call money, which is available in both Won and foreign currencies, is obtained from the domestic call loan market, a short-term loan market for loans with maturities of less than one month. As for our long-term debt, it is principally in the form of corporate debt securities issued by Shinhan Bank. Since 1999, Shinhan Bank has actively issued and continues to issue long-term debt securities with maturities of over one year in the Korean fixed-income market. Shinhan Bank and we have maintained one of the highest credit ratings in the domestic fixed-income market since their inception in 1999 and 2001, respectively. As Shinhan Bank maintains one of the highest debt ratings in the fixed-income market in Korea, we believe that Shinhan Bank will be able to obtain replacement funding through the issuance of long-term debt securities. Shinhan Bank’s interest rates on long-term debt securities are in general 20 to 30 basis points higher than the interest rates offered on their deposits. However, since long-term debt is not subject to premiums paid for deposit insurance and the Bank of Korea reserves, we estimate that our funding costs on long-term debt securities are generally on par with our funding costs on deposits. In addition, we, Shinhan Bank and Shinhan Card, may also issue long-term debt securities denominated in foreign currencies in overseas markets, and Shinhan Bank and Shinhan Card have global medium term notes programs under which foreign currency-denominated notes may be issued with an aggregate program limit of US$8 billion. As of December 31, 2012, 2013, 2014 and 2014,2015, our long-term debt amounted toW42,02140,303 billion,W40,30337,936 billion, andW37,93643,834 billion, respectively.

We also have funding requirements for our credit card activities. We obtain funding for our credit card activities from a variety of sources, primarily in Korea. The principal sources of funding for Shinhan Card are debentures, commercial papers (including call money), borrowings from the holding company and third-parties, which amounted toW11,30911,749 billion,W440770 billion,W700600 billion,W50238 billion, or 90.5%88.0%, 3.5%5.8%, 5.6%4.5% and 0.4%1.7%, respectively, of the funding for our credit card activities, as of December 31, 2014.2015. Unlike other credit card companies, Shinhan Card has the benefit of obtaining funding at favorable rates through loans from Shinhan Financial Group, which currently maintains the highest credit rating assigned by local rating agencies. Shinhan Card aims to further diversify its funding sources and more actively tap the domestic and international capital markets to ensure access to liquidity as needed.

Credit ratings affect the cost and other terms upon which we and our subsidiaries are able to obtain funding. Domestic and international rating agencies regularly evaluate us and our subsidiaries and their ratings of our and our subsidiaries’ long-term debt are based on a number of factors, including our financial strength as well as conditions affecting the financial services industry generally.

Our holding company does not receive credit ratings from international rating agencies since it has not engaged in debt financing from overseas sources to date.

There can be no assurance that we or our subsidiaries will maintain our current credit ratings if, among other reasons, the global or Korean economy were to face another downturn, there are any changes in our corporate governance or our businesses significantly deteriorate. Our failure to maintain current credit ratings and outlooks could increase the cost of our funding, limit our access to capital markets and other borrowings, and require us to post additional collateral in financial transactions, any of which could adversely affect our liquidity, net interest margins and profitability.

Secondary funding sources also include call money, borrowings from the Bank of Korea and other short-term borrowings which amounted toW12,03211,795 billion,W11,79516,924 billion andW16,92414,179 billion as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, each representing 5.1%4.9%, 4.9%6.5%, and 6.5%,5.0% respectively, of our total funding as of such dates.

We may also from time to time obtain funding through issuance of equity securities. For example, in the first quarter of 2009, we conducted a rights offering in the face of an expanding global credit crisis in order to

enhance our capital position to prepare for potential contingencies, despite having fully met the required capital adequacy ratios required under applicable laws and regulations and not facing any significant liquidity constraints or financial distress. As a result of such offering, which was substantially fully subscribed and resulted in a capital increase of approximately 16.4%, we raised approximatelyW1,310 billion (before underwriting commissions and other offering expenses).

In limited situations, we may also issue convertible and/or preferred shares. For example, in August 2003, in order to partly fund our acquisition of Chohung Bank, we raised a total ofW2,552 billion through domestic private placements of redeemable preferred shares and redeemable convertible preferred shares to domestic financial institutions and governmental entities in Korea, all of which shares have since been redeemed or converted. In addition, in January 2007, partly to fund the acquisition of LG Card, we raised a total ofW3,750 billion through domestic private placements of redeemable preferred shares and redeemable convertible preferred shares, all of which have been redeemed as of the date hereof, and in April 2011, we issued redeemable preferred shares to fund redemption of such securities. For further details on the terms of these preferred shares, see “Item 10.B. Memorandum and Articles of Incorporation — Description of Preferred Stock.”

Pursuant to laws and regulations in Korea, we may redeem our preferred stock to the extent of our retained earnings of the previous fiscal year, net of certain reserves. At this time, we expect that cash from our future operations would be adequate to provide us with sufficient capital resources to enable us to redeem our preferred stock on or prior to their scheduled maturities. In the event there is a short-term shortage of liquidity to make the

required cash payments for redemption as a result of, among other things, failure to receive dividend payments from our operating subsidiaries on time or as a result of significant expenditures resulting from future acquisitions, we plan to raise cash liquidity through the issuance of long-term debt in the Korean fixed-income market in advance of the scheduled maturity on our preferred stock. To the extent we need to obtain additional liquidity, we plan to do so through the issuance of long-term corporate debentures or further preferred stock and/or the use of our other secondary funding sources.

We generally may not acquire our own shares except in certain limited circumstances such as a capital reduction. However, pursuant to the Financial Investment Services and Capital Markets Act and regulations under the Financial Holding Companies Act, we may purchase our own shares on the KRX KOSPI Market of the Korea Exchange or through a tender offer, or retrieve our own shares from a trust company upon termination of a trust agreement subject to the restrictions that (1) the aggregate purchase price of such shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year less the amounts of dividends and reserves for such fiscal year, subtracted by the sum of (a) the purchase price of treasury stock acquired if any treasury stock has been purchased after the end of the preceding fiscal year pursuant to the Commercial Act or the Financial Investment Services and Capital Markets Act, (b) the amount subject to a trust contract, and (c) the amount of dividends approved at the ordinary general shareholders’ meeting after the end of the preceding fiscal year and the amount of retained earnings reserve required under the Commercial Act; plus if any treasury stock has been disposed of after the end of the preceding fiscal year, the acquisition cost of such treasury stock, and (2) the purchase of such shares shall meet the requisite ratio under the Financial Holding Companies Act and regulations thereunder. In addition, pursuant to the Financial Investment Services and Capital Markets Act, in certain limited circumstances, dissenting holders of shares have the right to require us to purchase their shares.

Contractual Obligations, Commitments and Guarantees

In the ordinary course of our business, we have certain contractual cash obligations and commitments which extend for several years. As we are able to obtain liquidity and funding through various sources as described in “— Liquidity and Capital Resources” above, we do not believe that these contractual cash obligations and commitments will have a material effect on our liquidity or capital resources.

Contractual Cash Obligations

The following table sets forth our contractual cash obligations as of December 31, 2014.2015.

 

  As of December 31, 2014
Payments Due by Period(1)
   As of December 31, 2015
Payments Due by Period(1)
 
  Less than
1 Month
   1-3 Months   3-6 Months   6-12 Months   1-5 Years   More than
5 Years
   Total   Less than
1 Month
   1-3 Months   3-6 Months   6-12 Months   1-5 Years   More than
5 Years
   Total 
  (In billions of Won)   (In billions of Won) 

Deposits

  W92,720    W22,383    W27,514    W42,444    W11,474    W3,709    W200,244    W108,030    W21,996    W26,252    W51,392    W13,512    W3,416    W224,598  

Borrowings

   13,113     1,991     1,751     1,792     3,737     847     23,231     10,799     2,321     1,411     2,392     4,425     683     22,031  

Debt securities issued

   847     1,909     4,172     7,515     23,271     3,202     40,916     805     2,583     3,037     8,292     25,620     4,097     44,434  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

W106,680  W26,283  W33,437  W51,751  W38,482  W7,758  W264,391    W119,634    W26,900    W30,700    W62,076    W43,557    W8,196    W291,063  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

 

(1)Reflects all estimated contractual interest payments due on our interest-bearing deposits, borrowings and debt securities issued, and the estimated contractual interest payments on borrowings and debt securities that are on a floating rate basis as of December 31, 20142015 were computed as if the interest rate used on the last applicable date (for example, the interest payment date for such floating rate loans immediately preceding the determination date) were the interest rate applicable throughout the remainder of the term.

Commitments and Guarantees

In the normal course of business, our subsidiaries make various commitments and guarantees to meet the financing needs of our customers. Commitments and guarantees are usually in the form of, among others, commitments to extend credit, commercial letters of credit, standby letter of credit and performance guarantees. The contractual amount of these financial instruments represents the maximum possible loss amount if the counterparty draws down the commitment or we should fulfill our obligation under the guarantee and the counterparty fails to perform under the contract. See “Item 4.B. Business Overview — Description of Assets and Liabilities — Credit-Related Commitments and Guarantees.”

The following table sets forth our commitments and guarantees as of December 31, 2014.2015. These commitments, apart from certain guarantees and acceptances, are not included within our consolidated statements of financial position.

 

  As of December 31, 2014
Commitment Expiration by Period
   As of December 31, 2015
Commitment Expiration by Period
 
  Less than
1 Year
   1-5 Years   More than 5 Years   Total   Less than
1 Year
   1-5 Years   More than 5 Years   Total 
  (In billions of Won)   (In billions of Won) 

Commitments to extend credit(1)

  W72,127    W2,015    W307    W74,449    W69,431    W5,669    W343    W75,443  

Commercial letters of credit(2)

   2,957     30     —       2,987     2,291     86     —       2,377  

Financial guarantees(3)

   933     187     41     1,161     238     774     45     1,057  

Performance guarantees(4)

   7,727     2,761     43     10,531     7,710     1,645     11     9,366  

Liquidity facilities to SPEs(5)

   501     2,820     1,065     4,386     724     1,487     458     2,669  

Acceptances(6)

   548     3     —       551     347     —       —       347  

Endorsed bills(7)

   10,966     —       —       10,966     —       7,572     —       7,572  

Other

   811     53     283     1,147     28     922     366     1,316  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

W96,570  W7,869  W1,739  W106,178    W80,769    W18,155    W1,223    W100,147  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Notes:

 

(1)Commitments to extend credit represent unfunded portions of authorizations to extend credit in the form of loans. The commitments expire on fixed dates and a customer is required to comply with predetermined conditions to draw funds under the commitments. Commitments to extend credit, including credit lines, are in general subject to provisions that allow us to withdraw such commitments in the event there are material adverse changes affecting an obligor.

(2)Commercial letters of credit are undertakings on behalf of customers authorizing third parties to draw drafts on us up to a stipulated amount under specific terms and conditions. These are generally short-term and collateralized by the underlying shipments of goods to which they relate. Commitments to extend credit, including credit lines, are in general subject to provisions that allow us to withdraw such commitments in the event there are material adverse changes affecting an obligor.
(3)Financial guarantees are contracts that require us to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee liabilities are recognized initially at their fair value, and the initial fair value is amortized over the life of the financial guarantee. The financial guarantee liability is subsequently carried at the higher of this amortized amount and the present value of any expected payment when a payment under the guarantee has become probable. Financial guarantees are included within other liabilities.
(4)Performance guarantees are issued to guarantee customers’ tender bids on construction or similar projects or to guarantee completion of such projects in accordance with contractual terms. They are also issued to support a customer’s obligation to supply products, commodities, maintenance or other services to third parties
(5)Liquidity facilities to SPEs represent irrevocable commitments to provide contingent credit lines including commercial paper purchase agreements to special purpose entities for which we serve as the administrator.
(6)Acceptances represent guarantees by us to pay a bill of exchange drawn on a customer. We expect most acceptances to be presented, but reimbursement by the customer is normally immediate.

(7)Endorsed bills represent notes transferred to third parties by us. We are obligated to fulfill the duty of payment if the person primarily liable does not honor the bill on the due date.

See also Note 44 of the notes to our consolidated financial statements included in this annual report.

Capital Adequacy

The following table sets forth a summary of our capital and capital adequacy ratios as of December 31, 2012 based on Basel I2013, 2014 and as of December 31, 2013 and 20142015 based on Basel III.

 

   As of December 31, 
   2012(1)  2013(2)  2014(2) 
   (In millions of Won, except percentages) 

Tier I Capital:

    

Tier I CE Capital

  W19,124,728   W19,119,612   W20,678,973  

Paid-in capital

   2,589,553    2,589,553    2,589,553  

Capital reserve

   8,432,526    8,442,542    8,442,542  

Retained earnings

   9,138,769    11,975,700    13,656,398  

Non-controlling interest in consolidated subsidiaries

   2,469,146    82,442    78,362  

Others

   (3,505,266  (3,970,625  (4,087,883

Additional Tier I Capital

   —      2,418,788    1,495,382  
  

 

 

  

 

 

  

 

 

 

Total Tier I Capital

W19,124,728  W21,538,399  W22,174,354  
  

 

 

  

 

 

  

 

 

 

Tier II Capital:

Allowances for credit losses

W2,588,414   1,536,628   1,633,808  

Subordinated debt

 4,061,277   315,000   280,000  

Valuation gain on investment securities

 299,906   —     —    

Others

 (998,589 2,215,800   1,849,806  
  

 

 

  

 

 

  

 

 

 

Total Tier II capital

W5,951,008  W4,067,428  W3,763,614  
  

 

 

  

 

 

  

 

 

 

Total Capital

W 25,075,736  W 25,605,827  W 25,937,968  
  

 

 

  

 

 

  

 

 

 

Risk-weighted assets

Credit risk

W196,496,395  W170,520,750  W177,137,898  

Market risk

 4,688,006   5,192,895   7,135,320  

Operational risk

 —     15,003,003   14,559,643  
  

 

 

  

 

 

  

 

 

 

Total risk-weighted assets

W201,184,402  W190,716,648  W198,832,860  
  

 

 

  

 

 

  

 

 

 

Capital adequacy ratio

 12.46 13.43 13.05

Tier I capital adequacy ratio

 9.51 11.29 11.15

Common equity capital adequacy ratio

 —   10.03 10.40

Notes:

(1)Figures as of December 31, 2012 calculated according to Basel I requirements.
(2)Figures as of December 31, 2013 and 2014 calculated according to Basel III requirements.
   As of December 31, 
   2013  2014  2015 
   (In millions of Won, except percentages) 

Tier I Capital:

    

Tier I CE Capital

  W 19,119,612   W20,678,971   W21,882,816  

Paid-in capital

   2,589,553    2,589,553    2,589,553  

Capital reserve

   8,442,542    8,442,542    8,442,542  

Retained earnings

   11,975,700    13,656,398    15,524,284  

Non-controlling interest in consolidated subsidiaries

   82,442    78,362    78,385  

Others

   (3,970,625  (4,087,884  (4,751,948

Additional Tier I Capital

   2,418,787    1,495,382    1,311,375  
  

 

 

  

 

 

  

 

 

 

Total Tier I Capital

  W21,538,399   W22,174,353   W23,194,191  
  

 

 

  

 

 

  

 

 

 

Tier II Capital:

    

Allowances for credit losses

   1,536,628    1,633,808    1,662,751  

Subordinated debt

   315,000    280,000    245,000  

Others

   2,215,800    1,849,807    2,114,506  
  

 

 

  

 

 

  

 

 

 

Total Tier II capital

  W4,067,428   W3,763,615   W 4,022,257  
  

 

 

  

 

 

  

 

 

 

Total Capital

  W25,605,827   W25,937,968   W 27,216,448  
  

 

 

  

 

 

  

 

 

 

Risk-weighted assets

    

Credit risk

  W170,520,750   W177,137,897   W181,242,693  

Market risk

   5,192,895    7,135,320    7,574,953  

Operational risk

   15,003,003    14,559,643    14,456,896  
  

 

 

  

 

 

  

 

 

 

Total risk-weighted assets

  W190,716,648   W198,832,860   W203,274,542  
  

 

 

  

 

 

  

 

 

 

Capital adequacy ratio

   13.43  13.05  13.39

Tier I capital adequacy ratio

   11.29  11.15  11.41

Common equity capital adequacy ratio

   10.03  10.40  10.77

 

ITEM 5.C.Research and Development, Patents and Licenses, etc.

Not applicable.

 

ITEM 5.D.Trend Information

These matters are discussed under Items 4.B., 5.A. and 5.B. above where relevant.

 

ITEM 5.E.Off-Balance Sheet Arrangements

We have several types of off-balance sheet arrangements, including guarantees for loans, debentures, trade financing arrangements, guarantees for other financings, credit lines, letters of credit and credit commitments. In

the normal course of our banking activities, we make various commitments and guarantees to meet the financing

needs of our customers. Commitments and guarantees are usually in the form of, among others, commitments to extend credit, commercial letters of credit, standby letters of credit and performance guarantees. The contractual amount of these financial instruments represents the maximum possible loss amount if the account party draws down the commitment or we should fulfill our obligation under the guarantee and the account party fails to perform under the contract. See “Item 4.B. Business Overview — Description of Assets and Liabilities — Credit-Related Commitments and Guarantees.”

Details of our off-balance sheet arrangements are provided in Note 44 inof the notes to our consolidated financial statements included in this annual report.

 

ITEM 5.F.Tabular Disclosure of Contractual Obligations

See “Item 5.B. Liquidity and Capital Resources — Contractual Obligations, Commitments and Guarantees.”

 

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

ITEM 6.A.Directors and Senior Management

Executive Directors

Our executive director is as follows:

 

Name

  Age   

Position

  Director Since   Date Term
Ends(1)
 

Han Dongwoo

   6667    Chairman and Chief Executive Officer   March 23, 2011     March 2017  

 

Note:

 

(1)The date on which each term will end will be the date of the general stockholders’ meeting in the relevant year.

Han Dongwoois our Chairman and Chief Executive Officer. Prior to being elected to his current position on March 23, 2011, he was the vice-chairmanvice chairman of Shinhan Life Insurance from 2007 to 2009 and also served as the chief executive officer of Shinhan Life Insurance in 2002, a vice president of Shinhan Bank in 1999, a managing director of Shinhan Bank in 1995 and a director of Shinhan Bank in 1993. Mr. Han received a LL.B. degree from the College of Law, Seoul National University.

Non-Executive and Outside Directors

Non-executive directors are directors who are not our employees and do not hold executive officer positions with us. Outside directors are non-executive directors who also satisfy the requirements set forth under the Financial Investment Services and Capital Markets Act to be independent of our major shareholders, affiliates and the management. Our non-executive directors are selected based on the candidates’ talents and skills in diverse areas, such as law, finance, economy,economics, management and accounting. Currently, 11 non-executive directors are in office, all of whom were nominated by our board of directors.

Our non-executive and outside directors are as follows:

 

Name

  Age   

Position

  Director Since   Date Term
Ends(1)
 

Cho Yong-byoung

   5758    Non-Executive Director   March 25, 2015     March 2017  

Kwon Taeeun

74Outside DirectorMarch 23, 2011March 2016

Kim Seok-wonNamkoong Hoon

   68    OutsideNon-Executive Director   March 23, 2011March24, 2016

Namkoong Hoon

67Outside Director and Chairman of Board of DirectorsMarch 23, 2011March 2016

Park Cheul

69Outside DirectorMarch 25, 2015     March 2017  

Lee Man-wooManwoo

   6061    Outside Director   March 26, 2014     March 20162017

Ko Boo-in

74Outside DirectorMarch 28, 2013March 2017  

Lee Sang-kyung

   6970    Outside Director   March 29, 2012     March 20162017  

Ko Boo-inPark Cheul

   7370    Outside Director and Chairman of Board of Directors   March 28, 201325, 2015     March 2016

Chung Jin

78Outside DirectorMarch 26, 2014March 20162017  

Yuki Hirakawa

   5455    Outside Director   March 25, 2015     March 2017  

Philippe Avril

   5556    Outside Director   March 25, 2015     March 2017

Lee Sung-ryang

60Outside DirectorMarch 24, 2016March 2018

Lee Jung-il

63Outside DirectorMarch 24, 2016March 2018

Lee Heun-ya

56Outside DirectorMarch 24, 2016March 2018  

 

Note:

 

(1)The date on which each term will end will be the date of the general stockholders’ meeting in the relevant year.

Cho Yong-byounghas been our non-executive director since March 25, 2015. Mr. Cho currently also serves as the president and chief executive officer of Shinhan Bank. Prior to his current position, Mr. Cho served as the chief executive officer of Shinhan BNP Paribas Asset Management in 2013 and as the deputy president of Shinhan Bank in 2011. Mr. Cho received a bachelor’s degree in Lawlaw from Korea University.

Kwon Taeeunhas been our outside director since March 23, 2011. Mr. Kwon served as the former Dean of the Department of Global Business at the School of Contemporary International Studies, Nagoya University of Foreign Studies from 2010 to 2012, the chief executive officer of Nam Bu Ham Co., Ltd. from 1983 to 2010, a committee member of the Korea Residents’ Union HQ in Japan from 1997 to 2009 and counsel and director of the Korea Education Foundation from 1991 to 2008. Mr. Kwon also was a professor of the Department of Global Business at the School of Contemporary International Studies, Nagoya University of Foreign Studies from 2004 to 2012. Mr. Kwon received a Ph.D. in Business Administration from Nanzan University.

Kim Seok-wonhas been our outside director since March 23, 2011. Mr. Kim served as the former chairman of Credit Information Companies Association from 2009 to 2012, the chairman of the Korea Federation of Savings Banks from 2006 to 2009, an outside director at Woori Bank in 2005, the vice president of Korea Deposit Insurance Corporation from 2002 to 2005 and the head of the Korea-OECD Multilateral Tax Center from 1999 to 2001. Mr. Kim received a Ph.D. in Economics from Kyung Hee University.

Namkoong Hoonhas been our outsidebeenour non-executive director since March 23, 2011 and is currently the Chairman of the Board of Directors.24, 2016. Mr. Namkoong served as an outside director of Samsung Electro-Magnetics Co., Ltd. from 2005 to 2014, an outside director of Korea Real Asset Management Company (KORAMCO) from 2009 to 2011, the chairman of Korea Life Insurance Association from 2005 to 2008, a member of the Monetary Policy Committee of the Bank of Korea from 2000 to 2004 and the chairman and president of the Korea Deposit Insurance Corporation from 1999 to 2000. Mr. Namkoong received a master’s degree in Public Administrationpublic administration from the University of Wisconsin at Madison.

Park Cheul has been our outside director since March 25, 2015. Mr. Park served as the former chairman and chief executive officer of Leading Investment & Securities Co., Ltd. from 2006 to 2013, an outside director of the Korea Development Bank from 2003 to 2006, a committee member of the National Economy Advisory Council in 2004 and the senior deputy governor of the Bank of Korea from 2000 to 2003. Mr. Park received a master’s degree in Economics from New York University.

Lee Man-wooManwoohas been our outside director since March 26, 2014. Mr. Lee is currently a professor at Korea University Business School. Mr. Lee served as the chairman of the Korean Accounting Association from 2007 to 2008, the chairman of the Korean Academic Society of Taxation from 2006 to 2007 and a member of the Securities Listing Committee of the Korea Exchange from 2001 to 2007. Mr. Lee received a Ph.D. in Business Administrationbusiness administration from the University of Georgia.

Lee Sang-kyunghas been our outside director since March 29, 2012. Mr. Lee currently serves as the representative attorney of the law firm WONJON. Prior to his current position, Mr. Lee served as the chief judge of the Constitutional Court of Korea. Mr. Lee received a bachelor’s degree in law from Chung-Ang University.

Ko Boo-inhas been our outside director since March 28, 2013. Mr. Ko is currently the chief executive officer of Sansei Co., Ltd. Mr. Ko served as an outside director of Shinhan Financial Group from 2009 to 2010, an outside director of Jeju Bank from 2005 to 2009, a director of Jeju International Convention Center in 2002, an advisor to the National Unification Advisory Council in 1998 and the vice chairman of the Korea Chamber of Commerce and Industry in Tokyo in 1998. Mr. Ko received a bachelor’s degree from Meiji University.

Chung JinLee Sang-kyunghas been our outside director since March 26, 2014.29, 2012. Mr. ChungLee currently serves as the representative attorney of the law firm Lee Sang Kyung. Prior to his current position, Mr. Lee served as the chief judge of the Constitutional Court of Korea. Mr. Lee received a bachelor’s degree in law from Chung-Ang University.

Park Cheulhas been our outside director since March 25, 2015 and is currently the chairman of Jin Corporation.our board of directors. Mr. ChungPark served as the chairman and vice chairmanchief executive officer of the Korean Residents Union in JapanLeading Investment & Securities Co.,

Ltd. from 2006 to 2012 and2013, an outside director of the Korea Development Bank from 2003 to 2006, respectively,a committee member of the president of Daitou Co., Ltd. from 1978 to 1994National Economy Advisory Council in 2004 and the senior deputy presidentgovernor of Muramathu Co., Ltd.the Bank of Korea from 19592000 to 1978.2003. Mr. ChungPark received a bachelor’smaster’s degree in economics from NihonNew York University.

Yuki Hirakawahas been our outside director since March 25, 2015. Mr. Hirakawa currently serves as the chief executive officer of Level River Co., Ltd. Mr. Hirakawa served as the chief executive officer of Hirakawa Industry Co., Ltd. from 1994 to 2012. Mr. Hirakawa received a bachelor’s degree in Spanish from Osaka University.

Philippe Avrilhas been our outside director since March 25, 2015. Mr. Avril currently serves as the chief executive officer and representative director of BNP Paribas Securities (Japan) Ltd. and the chief country officer of BNP Paribas, Tokyo Branch. Mr. Avril received a master’s degree in Economicseconomics from Université Paris-Dauphine.

Lee Sung-ryanghas been our outside director since March 24, 2016. Mr. Lee is currently a professor at the School of Economics of Dongguk University and also serves as the director of the Research Institute of Social Science at Dongguk University. Mr. Lee received a Ph.D. in economics from Columbia University.

Lee Jung-ilhas been our outside director since March 24, 2016. Mr. Lee is currently the chief executive officer of Hirakawa Shoji Co., Ltd. Mr. Lee served as an outside director of Shinhan Financial Group from 2011 to 2013. Mr. Lee received a bachelor’s degree in political science and economics from Meiji University.

Lee Heun-yahas been our outside director since March 24, 2016. Mr. Lee currently serves as the executive director of the Korea Chamber of Commerce and Industry in Japan. Mr. Lee served as the former chief executive officer of Marushin Co., Ltd. Mr. Lee received a bachelor’s degree from Osaka University of Arts.

Any director wishing to enter into a transaction with Shinhan Financial Group including theor any of its subsidiaries in his or her personal capacity is required to obtain the prior approval of our Boardboard of Directors.directors. The director having an interest in the transaction may not vote at the meeting of our Boardboard of Directorsdirectors at which the relevant transaction is subject to vote for approval.

Executive Officers

In addition to the executive directors who are also our executive officers, we currently have the following executive officers.

 

Name

 Age  

Position

 

In Charge of

Kim Hyung-jin

  5657   Deputy President and Chief Strategic Officer 

Strategic Planning Team

Global Business Strategy Team

Future Strategy Research Institute

Corporate Culture Development Team

Soh Jae-gwang

53Deputy President

Synergy Management Team

Information, Communication and Technology

Planning Team

Audit Team

Smart FinanceDigital Strategy Team

Lee Sin-geeLim Young-jin

  5855   Deputy President 

Public Relations Team

Corporate Social Responsibility Team

Management Support Team

Lim Young-jin

54Deputy PresidentWealthSynergy Management Planning Office

Lee Dong-hwanTeam

55Deputy PresidentCorporate & Investment Banking Planning Office

Yim Bo-hyuk

  5455   Executive ViceDeputy President and Chief Financial Officer 

Finance Management Team

Investor Relations Team

Human Resource Team

Information, Communication and Technology Planning Team

Lee Chang-goo

55Executive Vice PresidentWealth Management Planning Office

Woo Young-woong

56Executive Vice PresidentCorporate & Investment Banking Business Department

None of the executive officers have any significant activities outside Shinhan Financial Group.

Kim Hyung-jinhas been our Deputy President and Chief Strategic Officer since May 23, 2013. Mr. Kim previously served as president of Shinhan Data System. Mr. Kim also servesserved as a deputy president of Shinhan Bank. Mr. Kim received a bachelor’s degree in economics from Yeungnam University.

Soh Jae-gwangLim Young-jinhas been our Deputy President since April 18, 2011. Mr. Soh previously served as a deputy president of Shinhan Card in charge of risk management and held various posts at Shinhan Card and LG Card. Mr. Soh received a bachelor’s degree in business management from Korea University.

Lee Sin-geehas been our Deputy President since January 1, 2013.2016. Mr. LeeLim previously served as deputy president, head of the wealth management group and executive vice president of Shinhan Bank from 2011 to 2013. Mr. Lee received a bachelor’s degree in commerce and trade from Yeungnam University.

Lim Young-jinhas been our Deputy President since May 27, 2013. Mr. Lim also serves as a deputy president of Shinhan Bank and a non-executive director of Shinhan Investment Corp.Bank. Mr. Lim received a bachelor’s degree in business managementadministration from Korea University.

Lee Dong-hwanhas been our Deputy President since April 18, 2011. Mr. Lee previously served as deputy vice president of Shinhan Bank in charge of capital markets and held various posts at Shinhan Bank and Shinhan Financial Group. Mr. Lee also currently serves as an outside director of Shinhan Investment. Mr. Lee received a bachelor’s degree in business management from Yonsei University.

Yim Bo-hyukhas been our Executive ViceDeputy President since January 1, 20142016 and our Chief Financial Officer since March 2, 2015. Mr. Yim previously served as our Managing Director in charge of risk management. Mr. Yim received a bachelor’s degree in business management from Korea University.

Lee Chang-goohas been our Executive Vice President and Executive Vice President and Head of the Wealth Management Group of Shinhan Bank since January 1, 2016. Mr. Lee previously served as head of the wealth management division of Shinhan Bank and general manager of the Seongsu-dong branch of Shinhan Bank. Mr. Lee received a bachelor’s degree in accounting from Hanyang University.

Woo Young-woonghas been our Executive Vice President and Executive Vice President and Head of the Corporate Investment Banking Group of Shinhan Bank since January 1, 2016. Mr. Woo previously served as head of the investment banking division and corporate banking division of Shinhan Bank. Mr. Woo received a master’s degree in international business from Waseda University.

There are no family relationships among our directors and/or executive officers.

 

ITEM 6.B.Compensation

The aggregate remuneration and benefits-in-kind paid by us to our chairman, our executive directors, our non-executive directors and our executive officers for the year ended December 31, 20142015 wasW4.13.8 billion, consisting ofW2.82.5 billion in salaries and wages andW1.3 billion in bonus payments.

We do not have service contracts with any of our directors or executive officers providing for benefits upon termination of their employment with us. We do not pay any severance payment to our chairman or directors upon their retirement, but we do, however, pay fixed sums of severance payment to other members of senior management pursuant to internal guidelines on severance payments to members of senior management. In 2014,2015, we accruedW0.1 billion for retirement bonus.

Prior to April 1, 2010, we granted stock options to our chairman, our president and chief executive officer and other directors and executive officers. Effective April 1, 2010, we ceased granting stock options. On March 18, 2015, the exercise period for all outstanding stock options expired, except for a limited number of stock options for which the expiration of the exercise period has been suspended by a resolution of the board of directors. We did not record any accrued expense for stock options in 2014.2015.

During the period from March 20, 2007 to December 31, 2013, we granted “performance units” to certain high-ranking officers of select group companies. These performance units are performance-based cash compensation, the per-unit value of which is initially determined at the time of grant subject to adjustment after a fixed number of years based on the operating and financial performance of the relevant group company over the same or another fixed term, at the end of which a cash amount equal to the adjusted number of the performance units is paid out. For performance units granted prior to April 1, 2010, the performance review period was three years, and the payout was made at the end of the three-year term. For performance units granted on or after April 1, 2010 until December 31, 2014,2013, the applicable performance review period is generally four years (and to a limited extent, five years), and the payment is made at the end of such four- or five-year term. We ceased granting performance units effective January 1, 2014.

Since April 1, 2010, we have also granted “performance shares” to certain high-ranking officers of select group companies. The performance shares are conceptually similar to the performance units granted since April 1, 2010, in that the number of performance shares is based on the operating and financial performance of the relevant group company, except that the number of performance shares granted is adjusted on the basis of the movements in the market price of our shares. The aggregate amount of performance shares granted to a given grantee is generally equal to the expected incentive compensation payable to such grantee for three years (in the case of performance shares granted prior to January 1, 2014) and one year (in the case of performance shares granted since January 1, 2014) of service starting from the grant date, which initial amount is computed based on the expected performance of the grantee’s company and the expected price movements of our shares over the applicable adjustment period, which is generally four years (and to a limited extent, five years). The performance shares are paid out in cash at the end of the applicable adjustment period (even if employment is terminated prior to such date, provided that for performance shares granted prior to January 1, 2014 the payment was or will be made at the time of such termination)date), and the grantee is contractually and in accordance with our internal regulations required to use the payout solely to purchase our shares in the market at the then-prevailing market price.price (in the case of performance shares granted prior to January 1, 2014).

Neither the performance units nor the performance shares have been granted to outside directors. In 2014,2015, we recognizedW0.20.1 billion andW1.91.2 billion as accrued expenses for performance units and performance shares, respectively.

Under the Financial Supervisory Service’s standards for preparing corporate disclosure forms, which standards were amended in November 2013, we are required to disclose in our Korean annual report the

individual annual compensation (including stock options) paid by us to our directors and statutory auditors if the individual annual compensation for such persons isW500 million or greater. In 2014,2015, Han Dongwoo, our Chairman and Chief Executive Officer, receivedW1,2331,202 million, consisting ofW801773 million in salaries and wages andW432429 million in bonuses. Separately, in 2015, Mr. Han also receivedW1,705 million in long-term performance compensation and an additional cash amount ofW1,719 million in respect of 36,288 performance shares, which were initially granted in 2011 as performance-based compensation for the three-year period from 2011 to 2013, subject to our business performance and share price movements from 2011 to 2014. In addition, in 2014 and 2015, Mr. Han was granted in 2014,19,500 and 18,900 performance shares, respectively, and currently holds 19,50038,400 performance shares. Theshares.The exercisability of these performance shares will be determined based on a review of our business performance and share price movements during a four-year period beginning with the period from 2014 to 2017.fiscal year in which such shares were granted.

 

ITEM 6.C.Board Practices

Board of Directors

Our board of directors, which currently consists of one executive director, onetwo non-executive directordirectors and tennine outside directors, has the ultimate responsibility for the management of our affairs.

Our Articles of Incorporation provide for no less than three but no more than 15 directors, the number of outside directors must be more than 50% of the total number of directors, and we must maintain at least three outside directors. All directors are elected for a term not exceeding three years as determined by the shareholdersshareholders’ meeting, except that outside directors are elected for a term not exceeding two years, provided that the term of re-election shall not exceed 1one year and the term cannot be extended in excess of 5five years.

Terms are renewable and are subject to the Korean Commercial Code, the Financial Holding Companies Act and related regulations. See “Item 6.A. Directors and Senior Management” above for information concerning the terms of office of our directors and executive officers.

Our board of directors meets on a regular basis to discuss and resolve material corporate matters. Additional extraordinary meetings may also be convened at the request of the president and chief executive officer or a director designated by the board.

Currently, there are no outstanding service contracts between any of our directors or executive officers and us or any of our subsidiaries providing for benefits upon termination of employment by such director or executive officer.

Committees of the Board of Directors

We currently have seveneight management committees that serve under the board:

 

the Board Steering Committee;

 

the Risk Management Committee;

 

the Audit Committee;

 

the Compensation Committee;

 

the Outside Director Recommendation Committee;

 

the Audit Committee Member Recommendation Committee;

 

the Corporate Governance and Chief Executive Officer Recommendation Committee; and

 

the Corporate Social Responsibility Committee.

Each committee member is appointed by the board of directors, except for members of the Audit Committee, who are elected at the general meeting of shareholders.

Board Steering Committee

The Board Steering Committee currently consists of five directors, namely Han Dongwoo, Namkoong Hoon, Lee Sang-kyung, Chung JinLee Sung-ryang, Yuki Hirakawa and Yuki Hirakawa.Namkoong Hoon. The committee is responsible for ensuring the efficient

operations of the board and the facilitation of the board’s functions. The committee’s responsibilities also include reviewing and assessing the board’s structure and the effectiveness of that structure in fulfilling the board’s fiduciary responsibilities. The committee holds regular meetings every quarter.

Risk Management Committee

The Risk Management Committee currently consists of threefour directors, namely Namkoong Hoon, Park Cheul, Lee Heun-ya, Philippe Avril and Philippe Avril. TheNamkoong Hoon.The committee oversees and makes determinations on all issues relating to our comprehensive risk management function. In order to ensure our stable financial condition and to maximize our profits, the committee monitors our overall risk exposure and reviews our compliance with risk policies and risk limits. In addition, the committee reviews risk and control strategies and policies, evaluates whether each risk is at an adequate level, establishes or abolishes risk management divisions, reviews risk-based capital allocations, and reviews the plans and evaluation of internal control. The committee holds regular meetings every quarter.

Audit Committee

The Audit Committee currently consists of fourthree outside directors, namely Kwon Taeeun, Kim Seok-won, Lee Man-wooManwoo, Lee Sang-kyung and Lee Sang-kyung.Sung-ryang. The committee oversees our financial reporting and approves the appointment of and interaction with our independent auditors and our internal audit-related officers. The committee also reviews our financial information, audit examinations, key financial statement issues and the administration of our financial affairs by the board of directors. In connection with the general meetings of stockholders, the committee examines the agenda for, and financial statements and other reports to be submitted by, the board of directors for each general meeting of stockholders. The committee holds regular meetings every quarter.

Compensation Committee

The Compensation Committee currently consists of four directors, namely Kim Seok-won, Park Cheul, Lee Man-wooSang-kyung, Lee Sung-ryang and Chung Jin.Lee Jung-il. At least one-half of the members of this committee must be outside directors. This committee is responsible for reviewing and approving the management’s evaluation and compensation programs. The committee meetings are called by the chairman of this committee, who must be an outside director.

Outside Director Recommendation Committee

Members of this committee will be appointed by our board of directors only to the extent necessary to recommend and nominate candidates for our outside director positions and related matters. The committee meetings are called by the chairman of this committee, who must be an outside director. This committee is responsible and authorized for: (i) establishment, review and reinforcement of policies for outside director selection, (ii) recommendation of outside director candidates for approval at the general shareholders’ meeting and (iii) continual recruitment and screening of potential outside director candidates.

Audit Committee Member Recommendation Committee

Members of this committee must be outside directors and will be appointed by our board of directors on an as-needed basis to recommend and nominate candidates for our audit committeeAudit Committee member positions and related matters. This committee recommends candidates for the members of the Audit Committee and is required to act on the basis of a two-thirds vote of the members present.

Corporate Governance and Chief Executive Officer Recommendation Committee

The Corporate Governance and Chief Executive Officer (CEO) Recommendation Committee was established in March 2012 and currently consist of sixseven directors, namely Han Dongwoo, Lee Sang-kyung, Ko Boo-in, Kwon Taeeun, Namkoong Hoon, Lee Sang-kyung,Park Cheul, Philippe Avril, Yuki Hirakawa and the chairman of our group.Namkoong Hoon. This committee is responsible for

reviewing and making recommendations in relation to the overall corporate governance of our group (including any aspects of corporate governance relating to code of ethics and other code of behavior, size of the board of directors and other matters necessary for improving our overall corporate governance structure), as well as recommendation of the nominees for the president and/or chief executive officer of our group and development, operation and review of our management succession plan, including setting the qualifications for the CEO, evaluating CEO candidate pool and recommending CEO candidates. The chairperson of the committee must be an outside director, and the incumbent CEO may be restricted from participating and voting on matters related to the CEO selection.

Corporate Social Responsibility Committee

The Corporate Social Reasonability Committee was established in March 2015 and currently consists of fourfive directors, namely Kim Seok-won,Han Dongwoo, Namkoong Hoon, Ko Boo-in, Lee Man-woo,Manwoo and Yuki Hirakawa and the chairman of our group.Hirakawa. This committee is responsible for setting the general corporate policy and discussing specific business agenda in relation to enhancing our role as a responsible corporate citizen.

 

ITEM 6.D.Employees

At the holding company level, we had 147, 142, 152 and 152145 regular employees as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, almost all of whom are employed within Korea. Our subsidiaries had 20,197, 21,478, 21,453 and 21,45321,715 regular employees as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, almost all of whom are employed within Korea. In addition, we had nine, ninesix and sixseven non-regular employee at the holding company level as of December 31, 2012, 2013, 2014 and 2014,2015, respectively, and 3,343, 2,318, 1,944 and 1,9441,833 non-regular employees

at the subsidiary level as of December 31, 2012, 2013, 2014 and 2014,2015, respectively. Of the total number of regular and non-regular employees at both the holding company and subsidiaries, approximately 0.26%0.3% were managerial or executive employees.

10,4089,961 employees of Shinhan Bank and 328357 employees of Jeju Bank were members of the Korean Financial Industry Union as of December 31, 2014. 2,5282015. 2,381 employees of Shinhan Card were members of the Korean Federation of Clerical and Financial Labor Union as of December 31, 2014. 1,5012015. 1,538 employees of Shinhan Investment and 1,1171,125 employees of Shinhan Life were members of the Korea Finance & Service Workers’ Union as of December 31, 2014.2015.

Under Korean law, we may not terminate full time employees except under limited circumstances.

Since our acquisition of Chohung Bank in 2003, we have not experienced any general employee work stoppages and consider our employee relations to be good.

Under the Korean National Pension Law, we annually contribute an amount equal to 4.5% of employee wages, and contributeeach employee contributes 4.5% of employees’ wages which are deducted from suchhis or her wages, to the National Pension Management Corporation. In addition, pursuant to the Employee Retirement Security Act, we operate a retirement pension system under which we make annual contributions to pension funds managed by financial institutions (which replaced our former retirement pension system under which we managed the pension fund in-house) that provide employees both regular pension payments and a lump sum payment upon termination of employment. We believe that our retirement pension system confers the following benefits: (1) insulation of employees from the risk of default on their pension payments as the pension funds are deposited with large financial institutions; (2) offer of varied forms of payment, i.e., regular pension payments and a lump sum payment, upon termination of employment; (3) offer to employees the option to make investment decisions for his or her individual pension account and (4) elimination of the ability of employees to cash in his or her retirement fund prematurely, thereby guaranteeing such employee a lump sum payment upon termination of employment. Under this retirement pension system, we and our subsidiaries can opt for either a defined benefit plan or a defined contribution plan, or a combination of both. Under the defined benefit plan, the amount of

pension payable upon an employee’s retirement is fixed in advance, and the employer is responsible for making the requisite payments to the pension fund and making investment decisions in relation to the fund assets. Under the defined contribution plan, the employee sets aside a fixed percentage or amount of his salaries to the pension fund and exercises investment decisions for his or her individual pension account. As of December 31, 2012, 2013, 2014 and 2014,2015, we recognized liabilities for defined benefit obligations ofW222118 billion,W118309 billion andW309226 billion, respectively. See Note 26 of the notes to our consolidated financial statements.statements included in this annual report.

 

ITEM 6.E.Share Ownership

As of DecemberMarch 31, 2014,2016, the persons who are currently our directors or executive officers, as a group, beneficially held an aggregate of 513,8251,106,105 shares of our common stock representing approximately 0.11%0.23% of our outstanding common stock as of such date. None of these persons individually held more than 1% of our outstanding common stock as of such date.

Members of the employee stock ownership association have certain pre-emptive rights in relation to our shares that are publicly offered under the Financial Investment Services and Capital Markets Act. As of December 31, 2014,2015, the employee stock ownership association owned 19,344,13621,273,373 shares of our common stock.

Following the expiration of the exercise period for remaining stock options on March 18, 2015, there are currently no outstanding options granted to directors and officers of the holding company and its subsidiaries.subsidiaries, except for a limited number of stock options for which the expiration of the exercise period has been suspended by a resolution of the board of directors.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

ITEM 7.A.Major Shareholders

The following table sets forth certain information relating to the beneficial ownership of our common shares as of December 31, 2014.2015.

 

Name of Shareholder

  Number of Common
Shares Beneficially Owned
   Beneficial
Ownership (%)
   Number of Common
Shares Beneficially Owned
   Beneficial
Ownership (%)
 

National Pension Service(2)(1)

   42,133,294     8.89     43,881,041     9.25

BNP Paribas SA

   25,356,276     5.35  

Saudi Arabian Monetary Agency

   20,863,893     4.40  

BNP Paribas

   25,356,276     5.35  

Shinhan Financial Group Employee Stock Ownership Association

   19,344,136     4.08     21,273,373     4.49  

Citibank, N.A. (ADR Department)

   12,478,312     2.63     13,675,125     2.88  

The Government of Singapore

   10,053,958     2.12     11,530,462     2.43  

Saudi Arabian Monetary Agency

   7,378,282     1.56  

Abu Dhabi Investment Authority

   6,542,334     1.38  

The Lazard Funds Inc.

   7,748,374     1.63     6,440,002     1.36  

Mizuho

   5,955,000     1.26  

National Westminster Bank Asia Pacific

   5,133,262     1.08  

Samsung Asset Management

   6,073,694     1.28     4,951,044     1.04  

Mizuho

   5,955,000     1.26  

People’s Bank of China

   4,762,564     1.00     4,830,951     1.02  

Others

   319,430,086     67.36     317,252,435     66.90  
  

 

   

 

   

 

   

 

 

Total

 474,199,587   100.00     474,199,587     100.00
  

 

   

 

   

 

   

 

 

 

Notes:Note:

 

(1)As of December 31, 2014,2015, National Pension Service held 2,000,000 shares, or 18.02% of our Series 12 redeemable preferred stock, which we issued in April 2011. TheOn April 21, 2016, we redeemed all of the Series 12 redeemable preferred stock does not carry voting rights.
(2)As of March 3, 2015, National Pension Service held 43,174,488 shares, or 9.10% of our common shares.

Other than those listed above, no other person or entity known by us, jointly or severally, directly or indirectly own more than 1% of our issued and outstanding voting securities or otherwise exercise control or could exercise control over us. None of our shareholders have different voting rights.

As of the date hereof, our total authorized share capital is 1,000,000,000 shares, par valueW5,000 per share.

As of December 31, 2014,2015, 474,199,587 common shares and 11,100,000 Series 12 redeemable preferred shares are currentlywere issued and outstanding. On April 21, 2016, we redeemed all of the Series 12 redeemable preferred shares. See “Item 10.B. Memorandum and Articles of Incorporation — Description of Preferred Stock.”

As of December 31, 2014,2015, the latest date on which we closed our shareholders’ registry, 543515 shareholders of record were notated as U.S. persons, holding in the aggregate 22.27%21.56% of our then total outstanding shares (including Citibank, N.A., as the depositary for our American depositary shares, each representing one sharesshare of our common stock effective October 15, 2012, prior to which each American depositary share represented two common shares).

 

ITEM 7.B.Related Party Transactions

Since the beginning of the preceding three financial years, none of our directors or officers has or had any transactions with us that are or were unusual in their nature or conditions or significant to our business, other than as set forth below and also described in Note 46 of the notes to our consolidated financial statements included in this annual report.

In December 2001, BNP Paribas acquired 4.00% of our common stock in return for an investment of approximatelyW155 billion in cash pursuant to an alliance agreement. Under the terms of the alliance

agreement, for so long as BNP Paribas does not sell or otherwise transfer (except to any of its wholly-owned subsidiaries) any portion of its ownership interest in our common stock and maintains, after any issuances of new shares by us from time to time, its shareholding percentage of not less than 3.5% of our issued common stock, we are required to call a meeting of our shareholders to recommend that one nominee of BNP Paribas be elected to our board of directors. In addition, under the alliance agreement, BNP Paribas has the right to subscribe for new issuances of our common shares in the event that such new issuances would result in the dilution of the shareholding percentage of BNP Paribas below 3.5%. As of December 31, 2014,2015, BNP Paribas Group held 25,356,276 shares, or 5.35%, of our total common stock.

As of December 31, 2012, 2013, 2014 and 2014,2015, we had principal loans outstanding to our directors, executive officers and their affiliates in the principal amount ofW3.24.6 billion,W4.6 billion andW4.63.4 billion, which were made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

 

ITEM 7.C.Interests of Experts and Counsel

Not applicable.

 

ITEM 8.FINANCIAL INFORMATION

 

ITEM 8.A.Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” and our consolidated financial statements included in this annual report.

Legal Proceedings

We and our subsidiaries are involved in various legal actions and regulatory proceedings arising from the normal course of business. As of December 31, 2014,2015, we and our subsidiaries were defendants in pending lawsuits (including any government proceedings) in the aggregate claim amount ofW376518 billion, for which we recorded a provision ofW3326 billion.

Shinhan Bank, like many other commercial banks in Korea, is currently subject to litigation in relation to investment products knows as “KIKOs”. KIKOs, which stand for “knock-in knock-out,” are foreign currency derivative products under the terms of which the seller is obligated to pay the buyer a certain amount if the Korean Won appreciates beyond a certain level and the buyer is obligated to pay the seller a certain amount if the Korean Won appreciates beyond a certain level. Intended as a hedging instrument, these products were sold to mostly small businesses primarily prior to the onset of the global financial crisis in 2008, but when the Korean Won significantly and suddenly depreciated during the global financial crisis, the investors became obligated to pay a substantial sum to the banks, including Shinhan Bank. Subsequently, the investors brought suit to nullify the contracts on grounds of imperfect sale alleging failure on the part of the selling banks to fully disclose the associated risk. As of December 31, 2014, the courts had conclusively found in our favor in 45 of 54 KIKO-related cases and at least partially against us in the remaining nine cases. As of December 31, 2014, seven KIKO-related cases were in proceeding for which the aggregate amount of claims in dispute wasW46.6 billion and we set asideW6.1 billion as allowance in respect of such claims.

In November 2005, Shinhan Bank purchased the shares of Shinho Paper Co., Ltd. (currently known as Artone Paper Co., Ltd.) (“Shinho”) held by Aram Corporate Restructuring Association (“Aram”) from Choong-Shik Lee, an executive member of the Aram, who allegedly sold such shares against the will of the other members of Aram in an act of embezzlement (the “Embezzlement”). Chung Wook Uhm, who was then in charge of the management of Shinho, brought claim for damages against Shinhan Bank on the grounds that (i) Shinhan Bank was aware of the Embezzlement when it bought the shares and (ii) Shinhan Bank caused forfeiture of Chung Wook Uhm’s management rights when it exercised its voting rights in favor of Kuk- Il Paper MFG Co., Ltd. (“Kuk-Il”), which had announced its intention to attempt a hostile takeover of Shinho. In our rebuttal, we argued that we did not participate in the alleged Embezzlement since Shinhan Bank properly purchased the shares through a block trade on the Korea Exchange during trading hours. In September 2011, the Seoul Central District Court ruled in favor of Chung Wook Uhm, ordering Shinhan Bank and Choong-Shik Lee to jointly and severally compensate approximatelyW25 billion to Chung Wook Uhm as damages for his loss of management rights. In August 2014, the appellate court ruled partly against us and set the amount of damages payable by us atW15 billion. We have made advance contingent payment ofW21 billion (which amount includes interest) to Chung Wook Uhm and have appealed to the Supreme Court of Korea, where the case is currently pending.

In May 2011, Shinhan Bank commenced an action against Dongah and two of its employees in connection with such employees’ embezzlement ofW89.8 billion from funds held in a trust account managed by Shinhan Bank on behalf of Dongah’s creditors. Through the action, Shinhan Bank sought, among other things, a declaratory judgment finding that Shinhan Bank is not liable for the embezzlement on the basis that Shinhan Bank properly remitted the trust funds at issue in accordance with the release instruction duly executed by the employees of Dongah. Shinhan Bank further claimed compensation for damages from the employees of Dongah in the amount ofW89.8 billion. Dongah, in its counterclaim, alleged that Shinhan Bank should reinstate the embezzled funds on the grounds that Shinhan Bank, as the trustee, did not manage the trust account properly and thereby caused reduction in trust funds. In May 2011, the Seoul Central District Court dismissed Shinhan Bank’s claim, ruling that Shinhan Bank’s transfer of the funds was not in accordance with the terms of the trust agreement and therefore, inappropriate. The court concurrently admitted Dongah’s counterclaim and ordered Shinhan Bank to restore the embezzled trust funds by depositingW89.8 billion, while accepting Shinhan Bank’s claim for compensatory damages against the employees of Dongah in the amount ofW89.8 billion and interest accrued thereon (except the claim for loss incurred by delay). Shinhan Bank appealed to the Seoul High Court alleging that Shinhan Bank is not liable for the embezzlement or, in the alternative, that Dongah should reinstateW42.7 billion as unjust profits since such funds were eventually credited to the account of Dongah by its employees and pay damages to Shinhan Bank in the amount ofW18.8 billion for Dongah’s failure to properly manage and supervise its employees. In April 2012, the Seoul High Court dismissed Shinhan Bank’s claim that it was not liable for the embezzlement and ordered Shinhan Bank to restore the embezzled trust funds by depositingW96.2 billion (representing the principal amount of the embezzled funds and profit that would have been earned by the trust account through March 13, 2012 absent the embezzlement) and paying interest on such deposit amount until the date on which such amount is deposited in full. The Seoul High Court, however, admitted

Shinhan Bank’s alternative claim and ordered Dongah to payW61.5 billion (representing the sum ofW42.7 billion andW18.8 billion claimed by Shinhan Bank as described above) and interest accrued thereon to Shinhan Bank. Pursuant to the ruling of the Seoul High Court, Shinhan Bank has depositedW96.8 billion to the trust account managed by Shinhan Bank on behalf of Dongah’s creditors. Shinhan Bank subsequently appealed to the Supreme Court of Korea. In addition, the Financial Supervisory Service commenced an investigation of Shinhan Bank in connection with this incident, and, in July 2012, issued an institutional warning against Shinhan Bank. The above lawsuit is currently pending in the Supreme Court of Korea.

The Financial Supervisory Service conducted a comprehensive audit of Shinhan Bank from November to December 2012, and in July 2013 notified Shinhan Bank of an institutional caution (which does not give rise to significant sanctions unlike in the case of repeated institutional warnings), imposed disciplinary actions against 65 Shinhan Bank employees and assessed a fine ofW87.5 million after finding that Shinhan Bank had illegally monitored customer accounts, breached confidentiality with respect to certain financial transactions and violated its obligation to disclose and report to the Financial Supervisory Service an investment in an affiliated company to the Financial Services Commission.of Shinhan Bank. Furthermore, in March 2013 the Financial Supervisory Service conducted a special audit of Shinhan Bank as to anincidents of alleged malfunctioning of its financial computer network and in December 2013, notified Shinhan Bank of an institutional caution and imposed disciplinary actions against five Shinhan Bank employees after finding that Shinhan Bank did not properly maintain its information technology administrator account and vaccine server. From October 2013 to November 2014, the Financial Supervisory Service also conducted a series of special audits of Shinhan Bank as to incidents of alleged illegal monitoring of customer accounts, and in February 2014, the Prosecutors’ Office in Korea also commenced an investigation of Shinhan Bank with respect to same. In December 2015, the Financial Supervisory Service notified Shinhan Bank of an institutional caution and imposed disciplinary actions against three former Shinhan Bank officers after finding that Shinhan Bank had illegally monitored customer accounts, whereas in September 2015, the Prosecutors’ Office determined not to prosecute the former officers of Shinhan Bank because of insufficient evidence.

The Financial Supervisory Service also conducted a special audit of Shinhan Card, together with BC Card and KB Kookmin Card, from June to July 2013, in relation to alleged imperfect sales of insurance products, and

in March 2014, issued an institutional warning against each of the three credit card companies based on a finding that card customers were provided inadequate or misleading disclosures regarding the risks relating to such products at the time of sale. The Financial Supervisory Service also imposed disciplinary actions against three Shinhan Card employees and assessed a fine ofW10 million against Shinhan Card as well as similar sanctions against BC Card and KB Kookmin Card. In addition, the Financial Supervisory Service conducted a comprehensive audit of Shinhan Card, together with Samsung Card and Hyundai Card, in September 2014, and in November 2015, issued an institutional warning against each of the three credit card companies based on a finding that they had illegally provided personal credit information of potential new cardholders to their credit card sales agents. The Financial Supervisory Service also imposed disciplinary actions against six Shinhan Card employees and assessed a fine ofW6 million against Shinhan Card as well as similar sanctions against Samsung Card and Hyundai Card. In December 2014, the Financial Supervisory Service also issued institutional cautions against Shinhan Life for selling insurance products without adequate disclosure and for incomplete payments of agency fees, together with a fine ofW338 million in relation to the former case.

In August 2014, the Fair Trade Commission of Korea (“KFTC”) investigated four major commercial banks in Korea, including Shinhan Bank, regarding alleged rate fixing (including in relation to certificates of deposit (“CD”) rates) by commercial banks. It is our current understanding that the investigation has not been concluded and we are not aware as to when it will be concluded. We also understand that the current investigation is a continuation of an investigation by the KFTC in July 2012 in relation to the same subject matter, which to our knowledge also has not been concluded to-date.to date. We have not received any notice or report of formal findings by the KFTC in relation to the investigation in July 2012 or the one in August 2014. Since the investigation has not been concluded and the KFTC has not announced any formal findings, it is presently difficult to speculate what the KFTC has found or will find or how it will rule on the subject matter and accordingly what impact such investigation will have on our results of operations, capital or liquidity. We do note however that it is structurally difficult, if not impossible, for commercial banks, including Shinhan Bank, to manipulate the CD rates in violation of Korean antitrust laws since the CD rates are determined and reported daily by the Korea Financial Investment Association (“KOFIA”) based on the average yields (after excluding the highest and the lowest yields) submitted by 10 securities companies in Korea (and not commercial banks) selected by the KOFIA for the purpose of computing the CD rates. Under Korean antitrust laws and regulations, sanctions that may be imposed for illegal manipulation of the CD rates include corrective orders and/or fines. Based on information available to-date,to date, our management currently believes that the investigation or the result thereof is unlikely to have a material adverse effect on our results of operations, capital or liquidity; however, if Shinhan Bank or any of our other subsidiaries were to be found guilty of wrongdoing in regards to this or other subject matter and/or become subject to any penalty or other regulatory sanctions, there is no assurance that it will not have a material adverse effect on our reputation and, to a lesser extent, our results of operations, capital or liquidity.

Our management believes that these lawsuits will not have a material adverse effect on our financial condition, equity or results of operations. For further details of these and other litigations, see Note 44 of the notes to our consolidated financial statements.

Dividend Policy

For a detailed description on the dividend policy, please see “Item 10.B. Memorandum and Articles of Incorporation — Description of Share Capital — Dividends.”

 

ITEM 8.B.Significant Changes

Not applicable.

ITEM 9.THE OFFER AND LISTING

 

ITEM 9.A.Offer and Listing Details

Market Prices of Common Stock and American Depositary Shares

The principal trading market for our common shares is the KRX KOSPI Market Division of the Korea Exchange, where our common shares were listed on September 10, 2001. Our American depositary shares have been listed on the New York Stock Exchange since September 16, 2003 and are identified by the symbol “SHG.”

The table below sets forth, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the Korea Exchange for our common stock since 2010,2011, and their high and low closing prices and the average daily volume of trading activity on the New York Stock Exchange for our American depositary shares since 2010.2011.

 

   Korea Exchange   New York Stock Exchange 
   Closing Price per
Common Stock
   Average
Daily
Trading
Volume
   

 

Closing Price per ADS

   Average
Daily
Trading
Volume
 
       High           Low       (Shares)       High           Low       (ADSs) 

2010

   53,600     39,250     1,830,799     93.82     66.31     53,391  

2011

   53,800     36,150     1,749,097     101.33     61.77     51,671  

2012 (1)

   47,000     33,350     1,167,012     42.22     31.25     39,369  

First Quarter

   47,000     38,650     1,250,825     84.44     67.34     44,454  

Second Quarter

   44,650     37,000     1,031,253     79.08     62.79     28,073  

Third Quarter

   40,900     33,350     1,372,606     72.84     58.54     31,853  

Fourth Quarter

   38,950     33,550     968,017     36.64     31.25     53,217  

2013

   48,650     35,950     969,961     45.70     30.82     66,410  

First Quarter

   42,650     37,650     1,083,492     39.32     33.60     77,668  

Second Quarter

   40,700     35,950     951,656     36.26     30.82     96,414  

Third Quarter

   44,850     37,300     876,582     42.34     32.58     49,804  

Fourth Quarter

   48,650     42,150     969,944     45.70     40.06     42,457  

2014

   53,400     42,000     852,730     52.44     39.44     51,257  

First Quarter

   47,000     42,000     962,596     43.95     39.44     60,675  

Second Quarter

   48,000     44,300     752,597     47.00     42.55     43,787  

Third Quarter

   53,400     45,050     908,445     52.44     43.98     45,338  

Fourth Quarter

   51,500     44,450     785,826     48.83     40.00     55,554  

October

   51,500     46,650     870,605     48.83     43.83     65,886  

November

   50,400     47,900     715,311     46.69     43.36     36,241  

December

   49,450     44,450     768,203     44.39     40.00     61,431  

2015 (through April 10)

   46,650     39,300     1,092,234     42.83     36.19     75,294  

January

   46,650     42,500     826,439     42.83     38.50     73,006  

February

   45,700     41,250     994,661     42.00     37.57     56,410  

March

   44,000     40,850     1,417,346     39.21     36.54     72,693  

April (through April 10)

   41,400     39,300     1,103,235     37.55     36.19     141,260  

   Korea Exchange   New York Stock Exchange 
   Closing Price per
Common Stock
   Average
Daily
Trading
Volume
   

 

Closing Price per ADS

   Average
Daily
Trading
Volume
 
       High           Low           (Shares)           High           Low           (ADSs)     

2011

  W53,800    W36,150     1,749,097    $101.33    $61.77     51,671  

2012(1)

   47,000     33,350     1,167,012     42.22     31.25     39,369  

2013

   48,650     35,950     969,961     45.70     30.82     66,410  

First Quarter

   42,650     37,650     1,083,492     39.32     33.60     77,668  

Second Quarter

   40,700     35,950     951,656     36.26     30.82     96,414  

Third Quarter

   44,850     37,300     876,582     42.34     32.58     49,804  

Fourth Quarter

   48,650     42,150     969,944     45.70     40.06     42,457  

2014

   53,400     42,000     852,730     52.44     39.44     51,257  

First Quarter

   47,000     42,000     962,596     43.95     39.44     60,675  

Second Quarter

   48,000     44,300     752,597     47.00     42.55     43,787  

Third Quarter

   53,400     45,050     908,445     52.44     43.98     45,338  

Fourth Quarter

   51,500     44,450     785,826     48.83     40.00     55,554  

2015

   46,650     39,000     968,985     42.83     32.13     84,145  

First Quarter

   46,650     40,850     1,090,768     42.83     36.54     67,724  

Second Quarter

   46,000     39,300     1,027,097     42.67     35.85     95,693  

Third Quarter

   43,000     39,000     1,006,900     37.11     32.13     84,088  

Fourth Quarter

   44,300     39,550     757,897     39.52     33.59     88,486  

October

   44,250     40,300     784,934     39.45     34.71     95,612  

November

   44,300     41,300     698,536     39.52     36.00     73,164  

December

   42,150     39,550     790,220     36.54     33.59     95,287  

2016 (through April 12)

   41,900     36,100     873,451     36.14     29.66     111,333  

January

   39,400     36,100     765,409     33.07     29.66     111,806  

February

   40,600     36,800     989,624     33.31     30.57     100,092  

March

   41,900     38,300     898,732     36.14     31.71     100,581  

April (through April 12)

   40,000     39,350     812,648     35.15     34.19     167,882  

 

Source:Source: Korea Exchange; New York Stock Exchange

Note:

 

(1)Effective October 15, 2012, the exchange rate of ADRs per common share was changed from 2:1 to 1:1. As supplemental information, the high price, low price and average daily trading volume of our ADRs was US$84.44, US$58.54 and 34,778 ADRs, respectively, for the period from January to September 2012 (prior to the ratio change) and US$36.64, US$31.25 and 53,217 ADRs, respectively, for the period from October to December 2012.

ITEM 9.B.Plan of Distribution

Not applicable.

 

ITEM 9.C.Markets

The Korea Exchange

Pursuant to the Korea Stock and Futures Exchange Act, as of January 27, 2005, the Korea Stock Exchange, which began its operations in 1956, the KRX KOSDAQ, which began its operation in July 1, 1996, and the Korea Futures Exchange (as an exchange operating futures market and options market), which began its operation in February 1, 1999, were unified to form the Korea Exchange.

The Korea Exchange was established in a form of a limited liability stock company in accordance with the Korean Commercial Code with the minimum paid-in capital ofW100 billion in accordance with the Financial Investment Services and Capital Markets Act. Historically, the Korea Exchange was the only exchange authorized under the Financial Investment Services and Capital Markets Act. On May 28, 2013, however, the Financial Investment Services and Capital Markets Act was amended to implement a license system under which a license may be granted to an exchange upon satisfaction of certain requirements. In addition, the Financial Services Commission has authorized the establishment of alternative trading systems that engage in the trading of listed beneficial certificates, among other things, for a multiple number of parties through electronic means. Notwithstanding the foregoing regulatory developments, the Korea Exchange is presently the only duly licensed exchange in Korea and there have been no definitive developments regarding newly licensed exchanges or alternative trading systems in Korea. The Korea Exchange operates and supervises four market divisions, the KRX KOSPI Market Division, the KRX KOSDAQ Market Division, the KRX Futures Market Division and the KRX KONEX Market Division. It has its principal office in Busan.

As of December 31, 2014,2015, the aggregate market value of equity securities listed on the KOSPI was approximatelyW1,1921,243 trillion. The average daily trading volume of equity securities for 20142015 was approximately 278455 million shares with an average transaction value ofW3,9845,352 billion.

Even though the Financial Investment Services and Capital Markets Act prescribed that the Korea Exchange be established in a form of a limited liability stock company, the Korea Exchange is expected to play a public role as a public organization. In order to safeguard against a possible conflict, the Financial Investment Services and Capital Markets Act has placed restrictions on the ownership and operation of the Korea Exchange and any newly established exchanges approved by the Financial Services Commission as follows:

 

Any person’s ownership of shares in the Korea Exchange is limited to 5% or less except for an investment trust company or investment company established under the Financial Investment Services and Capital Markets Act, or the Korean government. However, more than 5% ownership in Korea Exchange is permitted if necessary for forming a strategic alliance with a foreign stock or futures exchange and such amount of ownership is approved by the Financial Services Commission on grounds that such ownership may contribute to the efficiency and soundness of capital markets and the distribution of shares held by shareholders;

The number of outside directors on the board of directors of the Korea Exchange shall be more than half of the total number of directors;

 

Any amendment to the Articles of Incorporation, transfer or consolidation of business, spin off, stock swap in its entirety or transfer of shares in its entirety of the Korea Exchange will receive prior approval from the Financial Services Commission; and

 

In the event the Financial Services Commission determines that the chief executive officer of the Korea Exchange is not appropriate for the position, the Financial Services Commission can request the Korea Exchange upon reasonable cause, within one month from the chief executive officer’s election, to dismiss the chief executive officer. Subsequently, the chief executive officer will be suspended from performing his duties and the Korea Exchange will elect a new chief executive officer within two months from the request.

dismiss the chief executive officer. Subsequently, the chief executive officer will be suspended from performing his duties and the Korea Exchange will elect a new chief executive officer within two months from the request.

The Korea Exchange has the power in some circumstances to suspend trading in the shares of a given company or to de-list a security. The Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semiannually and quarterly and to release immediately all information that may affect trading in a security.

The Government has in the past exerted, and continues to exert, substantial influence over many aspects of the private sector of the Korean economy and its actions may depress or boost the stock market. In the past, the Government has informally both encouraged and restricted the declaration and payment of dividends, induced mergers to reduce what it considers excess capacity in a particular industry and induced private companies to offer publicly their securities.

The Korea Exchange publishes the Korea Composite Stock Price Index (“KOSPI”) every ten seconds, which is an index of all equity securities listed on the Korea Exchange. Historical movements in KOSPI are set out in the following.

 

  Opening(1)   High   Low   Closing   Opening(1)   High   Low   Closing 

2001

   503.31     715.93     463.54     693.70     503.31     715.93     463.54     693.70  

2002

   698.00     943.54     576.49     627.55     698.00     943.54     576.49     627.55  

2003

   633.03     824.26     512.30     810.71     633.03     824.26     512.30     810.71  

2004

   821.26     939.52     713.99     895.92     821.26     939.52     713.99     895.92  

2005

   893.71     1,383.14     866.17     1,379.37     893.71     1,383.14     866.17     1,379.37  

2006

   1,389.27     1,464.70     1,192.09     1,434.46     1,389.27     1,464.70     1,192.09     1,434.46  

2007

   1,435.26     2,085.45     1,345.08     1,897.13     1,435.26     2,085.45     1,345.08     1,897.13  

2008

   1,853.45     1,901.13     892.16     1,124.47     1,853.45     1,901.13     892.16     1,124.47  

2009

   1,157.40     1,723.17     992.69     1,682.77     1,157.40     1,723.17     992.69     1,682.77  

2010

   1,696.14     2,051.00     1,552.79     2,051.00     1,696.14     2,051.00     1,552.79     2,051.00  

2011

   2,070.08     2,228.96     1,652.71     1,825.74     2,070.08     2,228.96     1,652.71     1,825.74  

2012

   1,826.37     2,049.28     1,769.31     1,997.05     1,826.37     2,049.28     1,769.31     1,997.05  

2013

   2,031.10     2,059.58     1,780.63     2,011.34     2,031.10     2,059.58     1,780.63     2,011.34  

2014

   1,967.19     2,082.61     1,886.85     1,915.59     1,967.19     2,082.61     1,886.85     1,915.59  

2015 (through April 10)

   1,926.44     2,087.76     1,882.45     2,087.76  

2015

   1,926.44     2,173.41     1,829.81     1,961.31  

2016 (through April 12)

   1,918.76     2,002.14     1,835.28     1,981.32  

 

Source: Korea Exchange

Note:

 

(1)The figures represent the daily closing price of the first trading day of the respective year.

Shares are quoted “ex-dividend” on the first trading day of the relevant company’s accounting period. “Ex-dividend”“Ex-dividend” refers to a share no longer carrying the right to receive the following dividend payment because the settlement date occurs after the record date for determining which shareholders are entitled to receive dividends.

“Ex-rights” “Ex-rights” refers to shares no longer carrying the right to participate in the following rights offering or bonus issuance because the settlement date occurs after the record date for determining which shareholders are entitled to new shares. The calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between its closing level at the end of one calendar year and its opening level at the beginning of the following calendar year.

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any day are limited under the rules of the Korea Exchange to 15%30% of the previous day’s closing price of the shares, rounded down as set out below:

 

Previous Day’s Closing Price

  Rounded Down to Won 

Less than 1,000

   1  

1,000 to less than 5,000

   5  

5,000 to less than 10,000

   10  

10,000 to less than 50,000

   50  

50,000 to less than 100,000

   100  

100,000 to less than 500,000

   500  

500,000 or more

   1,000  

As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.

Due to deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the Korea Exchange by the financial investment companies with brokerage licenses. In addition, a securities transaction tax of 0.15% of the sales price will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares on the Korea Exchange. A special agricultural and fishery tax of 0.15% of the sales prices will also be imposed on transfer of these shares and securities on the Korea Exchange. See “Item 10.E. Taxation — Korean Taxation.”

The number of companies listed on the KRX KOSPI Market, the corresponding total market capitalization at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table.

 

     Total Market Capitalization  Average Daily Trading Volume, Value 

Year

 Number of
Listed
Companies
  (Millions of
Won)
  (Thousands of
Dollars)(1)
  Thousands of
Shares
  (Millions of
Won)
   (Thousands of
Dollars)(1)
 

2000

  704    188,041,490    148,414,751    306,163    2,602,211     2,053,837  

2001

  689    255,850,070    194,784,979    473,241    1,997,420     1,520,685  

2002

  683    258,680,756    218,056,778    857,245    3,041,598     2,563,937  

2003

  684    355,362,626    298,123,008    542,010    2,216,636     1,859,594  

2004

  683    412,588,139    398,597,371    372,895    2,232,109     2,156,419  

2005

  702    655,074,595    648,588,708    467,629    3,157,662     3,126,398  

2006

  731    704,587,508    757,620,976    279,096    3,435,180     3,693,742  

2007

  746    951,917,907    1,017,223,666    363,846    5,540,151     5,920,229  

2008

  765    576,927,703    457,153,489    355,440    5,190,180     4,112,663  

2009

  770    887,935,183    763,060,356    485,657    5,795,552     4,980,495  

2010

  777    1,141,885,458    1,009,981,831    380,859    5,619,768     4,970,607  

2011

  791    1,041,999,162    899,438,206    353,760    6,863,146     5,924,166  

2012

  784    1,154,294,167    1,085,638,395    486,480    4,823,643     4,536,739  

2013

  777    1,185,973,724    1,123,826,139    328,325    3,993,422     3,784,158  

2014

  773    1,192,252,867    1,092,907,569    278,082    3,983,580     3,651,646  

2015 (through April 10)(2)

  765    1,272,317,323    1,163,921,330    376,558    4,783,593     4,376,052  

     Total Market Capitalization  Average Daily Trading Volume, Value 

Year

 Number of
Listed
Companies
  (Millions of Won)  (Thousands of
Dollars)(1)
  Thousands
of Shares
  (Millions of
Won)
   (Thousands of
Dollars)(1)
 

2000

  704   W188,041,490   $148,414,751    306,163   W2,602,211    $2,053,837  

2001

  689    255,850,070    194,784,979    473,241    1,997,420     1,520,685  

2002

  683    258,680,756    218,056,778    857,245    3,041,598     2,563,937  

2003

  684    355,362,626    298,123,008    542,010    2,216,636     1,859,594  

2004

  683    412,588,139    398,597,371    372,895    2,232,109     2,156,419  

2005

  702    655,074,595    648,588,708    467,629    3,157,662     3,126,398  

2006

  731    704,587,508    757,620,976    279,096    3,435,180     3,693,742  

2007

  746    951,917,907    1,017,223,666    363,846    5,540,151     5,920,229  

2008

  765    576,927,703    457,153,489    355,440    5,190,180     4,112,663  

2009

  770    887,935,183    763,060,356    485,657    5,795,552     4,980,495  

2010

  777    1,141,885,458    1,009,981,831    380,859    5,619,768     4,970,607  

2011

  791    1,041,999,162    899,438,206    353,760    6,863,146     5,924,166  

2012

  784    1,154,294,167    1,085,638,395    486,480    4,823,643     4,536,739  

2013

  777    1,185,973,724    1,123,826,139    328,325    3,993,422     3,784,158  

2014

  773    1,192,252,867    1,092,907,569    278,082    3,983,580     3,651,646  

2015

  770    1,242,832,089    1,062,885,563    455,256    5,351,734     4,576,870  

2016 (through April 12)

  770    1,255,329,128    1,096,836,285    357,667    4,568,640     3,991,822  

 

Source:Source: Korea Exchange

Notes:Note:

 

(1)Converted at the Noon Buying Rate at the end of the periods indicated.
(2)Information presented is as of April 10, 2015, except for the number of listed companies and the total market capitalization which are presented as of March 31, 2015.

The Korean securities markets are principally regulated by the Financial Services Commission and the Financial Investment Services and Capital Markets Act. The law imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.

Protection of Customer’s Interest in Case of Insolvency of Financial Investment Companies

Under Korean law, the relationship between a customer and a financial investment company in connection with a securities sell or buy order is deemed to be consignment and the securities acquired by a consignment agent (i.e., the securities company) through such sell or buy order are regarded as belonging to the customer in so far as the customer and the consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or reorganization procedure involving a financial investment company, the customer of the financial investment company is entitled to the proceeds of the securities sold by the financial investment company. In addition, the Financial Investment Services and Capital Markets Act recognizes the ownership of a customer in securities held by a financial investment company in such customer’s account.

When a customer places a sell order with a financial investment company which is not a member of the Korea Exchange and this financial investment company places a sell order with another financial investment company which is a member of the Korea Exchange, the customer is still entitled to the proceeds of the securities sold received by the non-member company from the member company regardless of the bankruptcy or reorganization of the non-member company. Likewise, when a customer places a buy order with a non-member company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from the member company because the purchased securities are regarded as belonging to the customer in so far as the customer and the non-member company’s creditors are concerned.

In addition, under the Financial Investment Services and Capital Markets Act, the Korea Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by its members. If a financial investment company which is a member of the Korea Exchange breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member. Therefore, the customer can acquire the securities that have been ordered to be purchased by the breaching member.

As the cash deposited with a financial investment company is regarded as belonging to the financial investment company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the financial investment company if a bankruptcy or reorganization procedure is instituted against the financial investment company and, therefore, can suffer from loss or damage as a result. However, the Depositor Protection Act provides that the Korea Deposit Insurance Corporation will, upon the request of the investors, pay each investor up toW50 million per financial institution in case of the financial investment company’s bankruptcy, liquidation, cancellation of securities business license or other insolvency events. The premiums related to this insurance are paid by financial investment companies. Pursuant to the Financial Investment Services and Capital Markets Act, a financial investment company with a dealing or brokerage license is required to deposit the cash received from its customers with the Korea Securities Finance Corporation, a special entity established pursuant to the Financial Investment Services and Capital Markets Act.

Set-off or attachment of cash deposits by securities companies with the Korea Securities Finance Corporation is prohibited. In addition, in the event of bankruptcy or dissolution of the financial investment company, the cash so deposited shall be withdrawn and paid to the customer prior to payment to other creditors of the financial investment company.

Restrictions Applicable to ADSs

No Korean governmental approval is necessary for the sale and purchase of our ADSs in the secondary market outside Korea or for the withdrawal of shares of our common stock underlying the ADSs and the delivery inside Korea of shares in connection with the withdrawal, provided that a foreigner who intends to acquire the shares must obtain an investment registration card from the Financial Supervisory Service as described below. The acquisition of the shares by a foreigner must be immediately reported to the governor of the Financial Services Commission, either by the foreigner or by his standing proxy in Korea.

Persons who have acquired shares of our common stock as a result of the withdrawal of shares underlying our ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further Korean governmental approval.

Under current Korean laws and regulations, the depositary is required to obtain our prior consent for the number of shares of our common stock to be deposited in any given proposed deposit that exceeds the difference between:

 

 (1)the aggregate number of shares of our common stock deposited by us for the issuance of our ADSs (including deposits in connection with the initial issuance and all subsequent offerings of our ADSs and stock dividends or other distributions related to these ADSs); and

 

 (2)the number of shares of our common stock on deposit with the depositary at the time of such proposed deposit. We have agreed to grant such consent to the extent that the total number of shares on deposit with the depositary would not exceed 40,432,628 at any time.

Reporting Requirements for Holders of Substantial Interests

Under the Financial Investment Services and Capital Markets Act, any person whose direct or beneficial ownership of our common stock with voting rights, whether in the form of shares of common stock or ADSs, certificates representing the rights to subscribe for shares and equity-related debt securities including convertible bonds and bonds with warrants (which we refer to collectively as “Equity Securities”), together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person, accounts for 5% or more of the total outstanding shares (including Equity Securities of us held by such persons) is required to report the status of the holdings and the purpose of the holdings (for example, whether intending to seek management control) to the Financial Services Commission and the Korea Exchange within five business days after reaching the 5% ownership level. In addition, any change in the ownership interest subsequent to the report that equals or exceeds 1% of the total outstanding Equity Securities or change in the purpose of the holdings is required to be reported to the Financial Services Commission and the Korea Exchange within five business days from the date of the change (within ten days of the end of the month in which the change occurred, in the case of a person with no intent to seek management control and within ten days of the end of the quarter in which the change occurred, in the case of an institutional investor prescribed by the Financial Services Commission).

Violation of these reporting requirements may subject a person to criminal sanctions such as administrative sanctions, fines, imprisonment and/or a loss of voting rights with respect to the portion of ownership of Equity Securities exceeding 5% of the total outstanding shares. In addition, the Financial Services Commission may order the disposal of the unreported Equity Securities. Any persons who reports management control as the purpose for its holdings is prohibited from acquiring additional shares or from exercising voting rights during the following five days following the reporting date.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of our stock accounts for 10% or more of the total issued and outstanding shares (which we refer to as a “major stockholder”) must report the status of his/her shareholding to the Korea Securities Futures Commission and the Korea Exchange within five days after he/she becomes a major stockholder. In addition, any change in the

ownership interest subsequent to the report must be reported to the Korea Securities Futures Commission and the Korea Exchange within five days after the change occurred. Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment. Any single stockholder or persons who have a special relationship with such stockholder that jointly acquire more than 10% (4% in case of non-financial business group companies) of the voting stock of a Korean financial holding company who controls national banks will be subject to reporting or approval requirements pursuant to the Financial Holding Company Act. See “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Restrictions on Financial Holding Company Ownership.”

Restrictions Applicable to Shares

Under the Foreign Exchange Transaction Laws and Financial Services Commission regulations, as amended (collectively, the “Investment Rules”), foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the Stock Market Division of the Korea Exchange or on the KOSDAQ Market Division of the Korea Exchange, unless prohibited by specific laws. Foreign investors may trade shares listed on the Stock Market Division of the Korea Exchange or on the KOSDAQ Market Division of the Korea Exchange only through the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange, except in limited circumstances, including:

 

odd-lot trading of shares;

 

acquisition of shares (which we refer to as “Converted Shares”) by exercise of warrants, conversion rights or exchange rights under bonds with warrants, convertible bonds or exchangeable bonds or withdrawal rights under depositary receipts issued outside of Korea by a Korean company;

 

acquisition of shares as a result of inheritance, donation, bequest or exercise of stockholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends;

 

over-the-counter transactions between foreigners of a class of shares for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded subject to certain exceptions; and

 

sale and purchase of shares at fair value between foreigners who are part of an investor group comprised of foreign companies investing under the control of a common investment manager pursuant to applicable laws or contract.

For over-the-counter transactions of shares between foreigners outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange for shares with respect to which the limit on aggregate foreign ownership has been reached or exceeded, a securities company licensed in Korea must act as an intermediary. Odd-lot trading of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange must involve a licensed securities company in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions with respect to shares that are subject to a foreign ownership limit.

The Investment Rules require a foreign investor who wishes to invest in shares on the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange (including Converted Shares and shares being issued for initial listing on the Stock Market Division of the Korea Exchange or on KOSDAQ Market Division of the Korea Exchange) to register its identity with the Financial Supervisory Service prior to making any such investment. The registration requirement does not, however, apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition. Upon registration, the Financial Supervisory Service will issue to the foreign investor an investment registration card, which must be presented each time the foreign investor opens a brokerage account

with a securities company. Foreigners eligible to obtain an investment registration card include foreign nationals who have not been residing in Korea for a consecutive period of six months or more, foreign governments, foreign municipal authorities, foreign public institutions, international financial institutions or similar

international organizations, corporations incorporated under foreign laws and any person in any additional category designated by decree of the Ministry of Strategy and Finance under the Korean Securities and Exchange Act. All Korean offices of a foreign corporation as a group are treated as a separate foreigner from the offices of the corporation outside Korea for the purpose of investment registration. However, a foreign corporation or depositary issuing depositary receipts may obtain one or more investment registration cards in its name in certain circumstances as described in the relevant regulations.

Upon a foreign investor’s purchase of shares through the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange, no separate report by the investor is required because the investment registration card system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange (as discussed above) must be reported by the foreign investor or his standing proxy to the governor of the Financial Supervisory Service at the time of each such acquisition or sale. A foreign investor must ensure that any acquisition or sale by it of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange in the case of trades in connection with a tender offer, odd-lot trading of shares, trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the governor of the Financial Supervisory Service by himself or his standing proxy, or, in the case of sale and purchase of shares at fair value between foreigners, who are part of an investor group comprised of foreign companies investing under the control of a common investment manager pursuant to applicable laws or contract. A foreign investor may appoint a standing proxy from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), securities companies (including domestic branches of foreign securities companies), asset management companies, futures trading companies and internationally recognized custodians which will act as a standing proxy to exercise stockholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities himself. Generally, a foreign investor may not permit any person, other than its standing proxy, to exercise rights relating to his shares or perform any tasks related thereto on his behalf. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the governor of the Financial Supervisory Service in cases deemed inevitable by reason of conflict between laws of Korea and the home country of the foreign investor.

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. Only foreign exchange banks (including domestic branches of foreign banks), securities companies (including domestic branches of foreign securities companies), the Korea Securities Depository, asset management companies, futures trading companies and internationally recognized custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits his shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the governor of the Financial Supervisory Service in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public corporations are subject to a 40% ceiling on the acquisition of shares by foreigners in the aggregate. Designated public corporations may set a ceiling on the acquisition of shares by a single person in their articles of incorporation. Currently, Korea Electric Power Corporation is the only designated public corporation that has set such a ceiling. Furthermore, an investment by a foreign investor in 10% or more of the issued and outstanding shares with voting rights of a Korean company is defined as a foreign direct investment under the Foreign Investment Promotion Act of Korea. Generally, a foreign direct investment must be reported to the Ministry of Commerce, Industry and Energy of Korea. The acquisition of shares of a Korean company by a foreign investor

may also be subject to certain foreign or other shareholding restrictions in the event that the restrictions are prescribed in a specific law that regulates the business of the Korean company. For a description of such restrictions applicable to Korean banks, see “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Banks — Restrictions on Bank Ownership.”

ITEM 9.D.Selling Shareholders

Not applicable.

 

ITEM 9.E.Dilution

Not applicable.

 

ITEM 9.F.Expenses of the Issue

Not applicable.

 

ITEM 10.ADDITIONAL INFORMATION

 

ITEM 10.A.Share Capital

Not applicable.

 

ITEM 10.B.Memorandum and Articles of Incorporation

We are a financial holding company established under the Financial Holding Company Act. As set forth in our Articles of Incorporation, our objects and purposes as a financial holding company are, among others, to operate and manage financial companies or companies engaged in similar lines of business, to provide financial support to, or investments in, our subsidiaries and to develop and jointly sell products with our subsidiaries. We are registered with the commercial registry office of Seoul Central District Court.

Our articles of incorporation, which was last amended on March 25, 201524, 2016 to provide for, among other things, (i) electronic registrationexpand the scope of corporate bonds in accordance with an amendmentthe matters that are subject to the Korean Commercial Code, (ii) amendments to the eligibility requirements for outsideresolutions of our board of directors and chief executive officer recommendation committee, each in accordance with the establishmentrecent enactment of the Financial Corporate Governance Code, and (iii) the issuanceAct (Act on Corporate Governance of write-down contingent capital securities in accordance with the amendments to the Financial Investment Services and Capital Markets Act and the Korean Commercial Code,Institutions), is annexed to this annual report as Exhibit 1.1. The amendments will become effective on August 1, 2016.

Description of Share Capital

This section provides information relating to our capital stock, including brief summaries of material provisions of our Articles of Incorporation, the Korean Commercial Code, the Financial Investment Services and Capital Markets Act, the Financial Holding Companies Act and certain related laws of Korea, all as currently in effect. The following summaries are intended to provide only summaries and are subject to the full text of the Articles of Incorporation and the applicable provisions of the Financial Investment Services and Capital Markets Act, the Korean Commercial Code, and certain other related laws of Korea.

General

As of December 31, 20142015 and as of the date hereof, our authorized share capital is 1,000,000,000 shares. Our Articles of Incorporation provide that we are authorized to issue shares of preferred stock up to one-half of all of the issued and outstanding shares. Furthermore, through an amendment of the Articles of Incorporation, we

have created new classes of shares in addition to the common shares and the preferred shares. See “— Description of Preferred Stock — Redeemable Preferred Stock (Series 10)” and “— Description of Preferred Stock — Redeemable Convertible Preferred Stock (Series 11).” As of December 31, 20142015 and as of the date hereof, the number of our issued and outstanding common shares was 474,199,587.

On January 25, 2007, we issued 28,990,000 Series 10 redeemable preferred shares and 14,721,000 Series 11 redeemable convertible preferred shares as part of our funding for the acquisition of LG Card, all of which were redeemed as ofon January 25, 2012.

On April 20,21, 2011, as part of funding for partial redemption of the Series 10 redeemable preferred stock and the Series 11 redeemable convertible preferred stock, we issued 11,100,000 shares of the Series 12 non-voting redeemable preferred stock.stock, all of which were redeemed on April 21, 2016. See “— Description of Preferred Stock — Redeemable Preferred Stock (Series 12).Stock.Other than as described above, thereThere are no other preferred shares authorized, issued or outstanding as of the date hereof.

All of the issued and outstanding shares are fully-paid and non-assessable, and are in registered form. As of the date hereof, our authorized but unissued share capital consists of 373,684,849 shares. We may issue the unissued shares without further shareholder approval but subject to a board resolution as provided in the Articles of Incorporation. See “— Distribution of Free Shares.” Share certificates are issued in denominations of one, five, ten, 50, 100, 500, 1,000 and 10,000 shares. The par value of our common shares per share isW5,000.

Dividends

Dividends are distributed to shareholders in proportion to the number of shares of the relevant class of capital stock owned by each shareholder following approval by the shareholders at an annual general meeting of shareholders. We pay full annual dividends on newly issued shares (such as the common shares representing the American depositary shares (“ADSs”)) for the year in which the new shares are issued. We declare our dividend annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. Once declared, the annual dividend must be paid to the stockholders of record as of the end of the preceding fiscal year within one month after the annual general meeting unless otherwise resolved thereby. Annual dividends may be distributed either in (i) cash or (ii) shares provided that shares must be distributed at par value and, if the market price of the shares is less than their par value, dividends in shares may not exceed one-half of the total annual dividends (including dividends in shares). In addition to the annual dividend, we may also distribute cash dividends to the stockholders of record as of the end of March, June and September of each year upon a resolution by the board of directors. Under the Korean Commercial Code we do not have an obligation to pay any annual dividend unclaimed for five years from the scheduled payment date.

In addition, under the Korean Commercial Code and our Articles of Incorporation, we may pay interim dividends once during each fiscal year (in addition to the annual dividends). Interim dividends may be paid upon the resolution of the board of directors and are not subject to shareholder approval. The interim dividends, if any, will be paid to the shareholders of record at 12:00 a.m. midnight, July 1 of the relevant fiscal year in cash. Under the Korean Commercial Code, an interim dividend may not be more than the net assets on the balance sheet of the immediately preceding fiscal period, after deducting (i) the capital of the immediately preceding fiscal period, (ii) the sum of the capital reserve and legal reserve accumulated up to the immediately preceding fiscal period, (iii) the amount of earnings for dividend payment approved at the general shareholders’ meeting of the immediately preceding fiscal period, (iv) other special reserves accumulated up to the immediately preceding fiscal period, either pursuant to the provisions of our Articles of Incorporation or to the resolution of the general meeting of shareholders, and (v) amount of legal reserve that should be set aside for the current fiscal period following the interim dividend payment.

Under the Financial Holding Companies Act and the regulations thereunder, a financial holding company may not pay an annual dividend unless it has set aside as its legal reserve an amount equal to at least one-tenth of its net income after tax and shall set aside such amount as its legal reserve until its legal reserve reaches at least the aggregate amount of its stated capital.

Other than as set forth above and the dividend rights granted to preferred shareholders as further described in “— Description of Preferred Shares,Stock,” our articles of incorporation do not provide special rights to our common or preferred shareholders to share in our profits. For information regarding Korean taxes on dividends, see “— Taxation — Korean Taxation.”

Distribution of Free Shares

In addition to permitting dividends in the form of shares to be paid out of retained or current earnings, the Korean Commercial Code permits a company to distribute to its shareholders, in the form of free shares, an amount transferred from the capital surplus or legal reserve to stated capital. These free shares must be distributed to all of the shareholders pro rata. Our Articles of Incorporation require the same types of preferred shares to be distributed to the holders of preferred shares in case of distribution of free shares. For information regarding the treatment under Korean tax laws of free share distributions, see “Item 10.E. Taxation — Korean Taxation — Taxation of Dividends on Shares of Common Stock or American Depositary Shares.”

Preemptive Rights and Issuance of Additional Shares

Unless otherwise provided in the Korean Commercial Code, a company may issue authorized but unissued shares at such times and upon such terms as the board of directors of the company may determine. The company must offer the new shares on uniform terms to all shareholders who have preemptive rights and who are listed on the shareholders’ register as of the record date. Our shareholders are entitled to subscribe for any newly issued shares in proportion to their existing shareholdings. However, as provided in the Articles of Incorporation, we may issue new shares by resolution of board of directors to persons other than existing shareholders if those shares are (1) publicly offered (where the number of such shares so offered may not exceed 50% of our total number of issued and outstanding shares); (2) preferentially allocated to the members of the ESOA pursuant to relevant provisions of the Financial Investment Services and Capital Markets Act; (3) issued for the purpose of issuing depositary receipts pursuant to relevant provisions of the Financial Investment Services and Capital Markets Act (where the number of such shares so issued may not exceed 50% of our total number of issued and outstanding shares); (4) issued to directors or employees as a result of exercise of stock options we granted to them pursuant to the Korean Commercial Code; (5) issued to a financial investment company, a private equity fund or a special purpose company under the Financial Investment Services and Capital Markets Act; or (6) issued to any specified foreign investors, foreign or domestic financial institutions or alliance companies for operational needs such as introduction of advanced financial technology, improvement of its or subsidiaries’ financial structure and funding or strategic alliance (where such number of shares so issued may not exceed 50% of our total number of issued and outstanding shares). Under the Korean Commercial Code, a company may vary, without stockholders’ approval, the terms of such preemptive rights for different classes of shares. Public notice of the preemptive rights to new shares and the transferability thereof must be given not less than two weeks (excluding the period during which the shareholders’ register is closed) prior to the record date. We will notify the shareholders who are entitled to subscribe for newly issued shares of the deadline for subscription at least two weeks prior to the deadline. If a shareholder fails to subscribe on or before such deadline, the shareholder’s preemptive rights will lapse. Our board of directors may determine how to distribute shares in respect of which preemptive rights have not been exercised or where fractions of shares occur. Underoccur.Under the Financial Investment Services and Capital Markets Act, if a listed company intends to issue new shares by way of allotment to shareholders, it must issue a certificate of preemptive right to the newly issued shares. Furthermore, the company must list the newly issued shares on the Korea Exchange for a certain period of time or designate a securities company to broker and/or deal in such newly issued shares in order to ensure that they are properly distributed. In the event certain shareholder forfeit their right to subscribe to newly issued shares, the company may allot the forfeited shares to a third party under certain conditions, including in relation to the purchase price of such shares, although in principle, the company must withdraw the forfeited shares. Under the Korean Commercial Code, when a company issues new shares by way of allotment to a third party, such company must notify its stockholders or make public notice of the conditions and other details of such new shares not less than two weeks prior to the relevant subscription payment date. Under the Financial Investment Services and Capital Markets Act, however, a listed company may substitute such notification or public notice by disclosing the material fact in a report publicly filed with the listing authorities.

Under the Financial Investment Services and Capital Markets Act, members of a company’s employee stock ownership association, whether or not they are shareholders, have a preemptive right, subject to certain exceptions, to subscribe for up to 20% of the shares publicly offered pursuant to the Financial Investment

Services and Capital Markets Act. However, this right is exercisable only to the extent that the total number of shares so acquired and held by such members does not exceed 20% of the total number of shares to be newly issued and shares then outstanding. As of December 31, 2014,2015, the employee stock ownership association owned 19,344,13621,273,373 shares of our common stock.

General Meeting of Shareholders

There are two types of general meetings of shareholders: annual general meetings and extraordinary general meetings. We are required to convene our annual general meeting within three months after the end of each fiscal year. Subject to a board resolution or court approval, an extraordinary general meeting of shareholders may be held when necessary or at the request of our audit committee.Audit Committee. In addition, under the Korean Commercial Code, an extraordinary general meeting of shareholders may be held at the request of the shareholders holding shares for at least 6 months of an aggregate of 1.5% or more of the outstanding shares with voting rights of the listed company, subject to a board resolution or court approval. Furthermore, under the Financial Holding Companies Act of Korea, an extraordinary general meeting of shareholders may be held at the request of the shareholders holding shares for at least 6 months of an aggregate of 1.5% (0.75% in the case of a financial holding company (i) whose total assets at the end of the latest fiscal year isW5 trillion or more and (ii) who is in control of two or more subsidiaries, each with total assets ofW2 trillion or more) or more of the outstanding shares of the company, subject to a board resolution or court approval. Meeting agendas are determined by the board of directors or proposed by holders of an aggregate of 3% or more of the outstanding shares with voting rights by way of a written proposal to the board of directors at least six weeks prior to the meeting. In addition, under the Korean Commercial Code, the meeting agenda may be proposed by the shareholders holding shares for at least 6 months of an aggregate of 1% (0.5% in the case of a listed company whose capital at the end of the latest operating year isW100 billion or more) or more of the outstanding shares of the listed company. Furthermore, under the Financial Holding Companies Act, the meeting agenda may be proposed by the shareholders holding shares for at least 6 months of an aggregate of 0.5% (0.25% in the case of a financial holding company (i) whose total assets at the end of the latest fiscal year isW5 trillion or more and (ii) who is in control of two or more subsidiaries, each with total assets ofW2 trillion or more) or more of the outstanding shares of the company. Written notices stating the date, place and agenda of the meeting must be given to the shareholders at least two weeks prior to the date of the general meeting of shareholders; provided, that, notice may be given to holders of 1% or less of the total number of issued and outstanding shares which are entitled to vote, by placing at least two public notices at least two weeks in advance of the meeting in at least two daily newspapers or by using an electronic method defined under the Korean Commercial Code and related regulations at least two weeks in advance of the meeting. Currently, we useThe Korea Economic DailyandMaeil Business Newspaperfor the publication of such notices. Shareholders who are not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders, and they are not entitled to attend or vote at such meeting.

The general meeting of shareholders is held at our executive office (which is our registered executive office) or, if necessary, may be held anywhere in the vicinity of our executive office.

Voting Rights

Holders of common shares are entitled to one vote for each share. However, voting rights with respect to common shares that we hold and common shares that are held by a corporate shareholder, more than one-tenth of the outstanding capital stock of which is directly or indirectly owned by us, may not be exercised. Unless stated otherwise in a company’s Articles of Incorporation, the Korean Commercial Code permits holders of an aggregate of 3% (1%, in case of a company whose total assets as at the end of the latest fiscal year isW2 trillion or more) or more of the outstanding shares with voting rights to request cumulative voting when electing two or

more directors. Our Articles of Incorporation currently do not prohibit cumulative voting. In addition, under the Korean Commercial Code, in case of appointment of an audit committee member who is an outside director, any shareholder holding more than 3% of the outstanding shares with voting rights shall not exercise its voting rights

with respect to any portion of its shares exceeding the 3% limit; and in case of appointment of an audit committee member who is a non-outside director, the largest shareholder (together with certain related persons) holding more than 3% of the outstanding shares with voting rights shall not exercise its voting rights with respect to any portion of its shares exceeding the 3% limit.

The Korean Commercial Code and our Articles of Incorporation provide that an ordinary resolution may be adopted if approval is obtained from the holders of at least a majority of those common shares present or represented at such meeting and such majority also represents at least one-fourth of the total of our issued and outstanding common shares. Holders of non-voting shares (other than enfranchised non-voting shares) are not entitled to vote on any resolution or to receive notice of any general meeting of shareholders unless the agenda of the meeting includes consideration of a resolution on which such holders are entitled to vote. The Korean Commercial Code provides that a company’s articles of incorporation may prescribe conditions for enfranchisement of non-voting shares. For example, if our general shareholders’ meeting resolves not to pay to holders of preferred shares the annual dividend as determined by the board of directors at the time of issuance of such shares, the holders of preferred shares will be entitled to exercise voting rights from the general shareholders’ meeting immediately following the meeting adopting such resolution until the end of the meeting to declare to pay such dividend with respect to the preferred shares. Holders of such enfranchised preferred shares have the same rights as holders of common shares to request, receive notice of, attend and vote at a general meeting of shareholders.

The Korean Commercial Code provides that to amend the Articles of Incorporation (which is also required for any change to the authorized share capital of the company) and in certain other instances, including removal of a director of a company, dissolution, merger or consolidation of a company, transfer of the whole or a significant part of the business of a company, acquisition of all of the business of any other company or issuance of new shares at a price lower than their par value, a special resolution must be adopted by the approval of the holders of at least two-thirds of those shares present or represented at such meeting and such special majority must also represent at least one-third of the total issued and outstanding shares with voting rights of the company.

In addition, in the case of amendments to the Articles of Incorporation or any merger or consolidation of a company or in certain other cases which affect the rights or interest of the shareholders of the preferred shares, a resolution must be adopted by a separate meeting of shareholders of the preferred shares. Such a resolution may be adopted if the approval is obtained from shareholders of at least two-thirds of the preferred shares present or represented at such meeting and such preferred shares also represent at least one-third of the total issued and outstanding preferred shares of the company.

A shareholder may exercise his voting rights by proxy given to another shareholder. If a particular shareholder intends to obtain proxy from another shareholder, a reference document specified by the Financial Supervisory Service must be sent to the shareholder giving proxy, with a copy furnished to the company’s executive office or the branch office, transfer agent and the Financial Services Commission. The proxy must present the power of attorney prior to the start of the general meeting of shareholders.

Rights of Dissenting Shareholders

Pursuant to the Financial Investment Services and Capital Markets Act, in certain limited circumstances (including, without limitation, if we transfer all or any significant part of our business or if we merge or consolidate with another company), dissenting holders of shares have the right to require us to purchase their shares. Pursuant to the Financial Holding Companies Act, the Financial Investment Services and Capital Markets Act and the Korean Commercial Code, if a financial holding company acquires a new direct or indirect subsidiary through the exchange or transfer of shares except in limited circumstances, the dissenting holders of

such shares have the right to require us to purchase their shares. To exercise such a right, shareholders must submit to us a written notice of their intention to dissent prior to the general meeting of shareholders. Within 20 days (or 10 days under certain circumstances according to the Financial Holding Companies Act) after the date

on which the relevant resolution is passed at such meeting, such dissenting shareholders must request in writing that we purchase their shares. We are obligated to purchase the shares of dissenting shareholders within one month after the end of such request period at a price to be determined by negotiation between the shareholder and us. If we cannot agree on a price with the shareholder through such negotiations, the purchase price will be the arithmetic mean of (1) the weighted average of the daily closing share prices on the KRX KOSPI Market of the Korea Exchange for two months prior to the date of the adoption of the relevant board of directors’ resolution, (2) the weighted average of the daily closing share prices on the KRX KOSPI Market of the Korea Exchange for one month prior to the date of the adoption of the relevant board of directors’ resolution and (3) the weighted average of the daily closing share prices on the KRX KOSPI Market of the Korea Exchange for one week prior to the date of the adoption of the relevant board of directors’ resolution. If we or the dissenting shareholder who requested purchase of their shares do not accept such purchase price, we or the shareholder may request to the court to adjust such purchase price.

Register of Shareholders and Record Dates

We maintain the register of our shareholders at our transfer agent’s office in Seoul, Korea. The Korea Securities Depository as our transfer agent, registers transfers of shares on the register of shareholders upon presentation of the share certificates.

The record date for annual dividends is December 31. For the purpose of determining the holders of shares entitled to annual dividends, the register of shareholders may be closed for the period from January 1 of each year up to January 15 of such year. Further, the Korean Commercial Code and the Articles of Incorporation permit us upon at least two weeks’ public notice to set a record date and/or close the register of shareholders for not more than three months for the purpose of determining the shareholders entitled to certain rights pertaining to the shares. The trading of shares and the delivery of certificates in respect thereof may continue while the register of shareholders is closed.

Other Shareholder Rights

Our articles of incorporation do not have sinking fund provisions or provisions creating liability to further capital calls. Other than to amend our articles of incorporation in accordance with the Korean Commercial Code, no particular action is necessary to change the rights of holders of our capital stock. In addition, our articles of incorporation do not have specific provisions for governing changes in capital or which would have an effect of delaying, deferring or preventing a change in control of us and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

Directors

Under the Korean Commercial Code and our articles of incorporation, any director wishing to enter into a transaction with us or our subsidiaries in his or her personal capacity is required to obtain the prior approval of the Boardboard of Directors,directors, and any director having an interest in the transaction may not vote at the meeting of the Boardboard of Directorsdirectors to approve the transaction.

Neither our articles of incorporation nor applicable Korean laws have provisions relating to (i) the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body (ii) borrowing powers exercisable by the directors and how such borrowing powers can be varied; (iii) retirement or non-retirement of directors under an age limit requirement; or (iv) the number of shares required for a director’s qualification.

Description of Preferred Stock

Preferred Stock

On January 25, 2007, as part of funding our acquisition of LG Card, we issued 28,990,000 Series 10 non-voting redeemable preferred shares. On January 25, 2012, we redeemed all of the Series 10 preferred shares.

On January 25, 2007, as part of funding our acquisition of LG Card, we issued 14,721,000 Series 11 non-voting redeemable convertible preferred shares. On January 25, 2012, we redeemed all of the Series 11 preferred shares.

On April 20,21, 2011, as part of funding for preferred stocks due to be redeemed in January 2012, we issued 11,100,000 Series 12 non-voting redeemable preferred shares for the subscription price ofW100,000 per share, orW1,110 billion in the aggregate. These shares are currently entitled to dividends at the following rate: (i) for the period from the issue date until December 31, 2011, 5.58%On April 21, 2016, we redeemed all of the subscription price per share multiplied by a fraction of the number of days from the issue date to and including December 31, 2001 over 365; (ii) for 2012 to and including 2015, 5.58% of the subscription price per share; (iii) for 2016, (x) 5.58% of the subscription price per share, multiplied by a fraction of the number of days from January 1, 2016 to April 19, 2016 over 365, plus (y) ‘R’% of the subscription price, multiplied by a fraction of the number of days from April 20, 2016 to December 31, 2016 over 365, where R% means the sum of (A) the five trading-day average of a designated five-year treasury rate quotes immediately preceding April 20, 2016 and (B) 250 basis points; and (iv) for 2017 and each year thereafter, R% of the subscription price per share. If in any fiscal year we do not pay any dividend as provided above, the holders of these shares are entitled to receive such accumulated unpaid dividend prior to the holders of our common shares from the dividends payable in respect of the next fiscal year. If dividends are not paid to the holders of these shares, voting rights attach to suchSeries 12 redeemable preferred shares. See “— Voting Rights.” We may redeem these shares at any time during the period commencing on the fifth anniversary of the issuance date until the 20th anniversary of the issuance date to the extent that distributable profits are available for such redemption. None of these shares may be redeemed except during the redemption period.

There is no maturity date for these shares.

Other than as set forth above, there are currently no other outstanding preferred stocks.stock.

Annual Report

Under the Financial Investment Services and Capital Markets Act, we must file with the Financial Services Commission and the Korea Exchange an annual business report (containing audit report and audited annual nonconsolidated and consolidated financial statements) within 90 days after the end of our fiscal year as well as a semiannual business report within 45 days after the end of the first six months of our fiscal year and quarterly business reports within 45 days after the end of the first three months and nine months of our fiscal year, respectively (in each case, containing review report and reviewed interim nonconsolidated and consolidated financial statements). Copies of such reports are available for public inspection at the websites of the Financial Services Commission and the Korea Exchange.

Transfer of Shares

Under the Korean Commercial Code, the transfer of shares is effected by the delivery of share certificates. In order to exercise shareholders’ rights, the transferee must have his name and address registered on the register of shareholders. For this purpose, shareholders are required to file with us their name, address and seal. Nonresident shareholders must notify us of the name of their proxy in Korea to which our notice can be sent. Under the Financial Services Commission regulations, nonresident shareholders may appoint a standing proxy and may not allow any person other than the standing proxy to exercise rights regarding the acquired share or perform any task related thereto on his behalf, subject to certain exceptions. Under current Korean regulations, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and internationally

recognized custodians are authorized to act as standing proxy and provide related services. Certain foreign exchange controls and securities regulations apply to the transfer of shares by nonresidents or non-Koreans. See “Item 10.D. Exchange Controls.” As to the ceiling on the aggregate shareholdings of a single shareholder and persons who have a special relationship with such shareholder, please see “Item 4.B. Business Overview — Supervision and Regulation — Principal Regulations Applicable to Financial Holding Companies — Restrictions on Financial Holding Company Ownership.”

Acquisition of Treasury Shares

Under the Korean Commercial Code, we may acquire our own shares upon a resolution of the general meeting of the shareholders by either (i) purchasing them on a stock exchange or (ii) purchasing a number of shares, other than the redeemable shares as set forth in Article 345, Paragraph (1) of the Korean Commercial Code, from each shareholder in proportion to its existing shareholding ratio through the methods set forth in the Presidential Decree, provided that the total purchase price does not exceed the amount of our profit that may be distributed as dividends in respect of the immediately preceding fiscal year.

In addition, pursuant to the Financial Investment Services and Capital Markets Act and regulations under the Financial Holding Companies Act, we may purchase our own shares on the KRX KOSPI Market of the Korea Exchange, through a tender offer, or through a trust agreement with a trust company, or retrieve our own shares

from a trust company upon termination of a trust agreement, subject to the restrictions that (1) the aggregate purchase price of such shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year less the amounts of dividends and reserves for such fiscal year, subtracted by the sum of (a) the purchase price of treasury stock acquired if any treasury stock has been purchased after the end of the preceding fiscal year pursuant to the Commercial Act or the Financial Investment Services and Capital Markets Act, (b) the amount subject to trust agreements, and (c) the amount of dividends approved at the ordinary general shareholders’ meeting after the end of the preceding fiscal year and the amount of retained earnings reserve required under the Commercial Act; plus if any treasury stock has been disposed of after the end of the preceding fiscal year, the acquisition cost of such treasury stock and (2) the purchase of such shares shall meet the requisite capital ratio under the Financial Holding Companies Act and the guidelines issued by the Financial Services Commission. In general, under the Financial Holding Companies Act, our subsidiaries are not permitted to acquire our shares.

Liquidation Rights

In the event we are liquidated, the assets remaining after the payment of all debts, liquidation expenses and taxes will be distributed to shareholders in proportion to the number of shares held by such shareholders. Holders of preferred shares may have preferences over holders of common shares in liquidation.

 

ITEM 10.C.Material Contracts

None.

 

ITEM 10.D.Exchange Controls

General

The Foreign Exchange Transaction Act of Korea the related Presidential Decree and the regulations under such Act and Decree (collectively the “Foreign Exchange Transaction Laws”) herein, regulate investment in Korean securities by nonresidents and issuance of securities by Korean companies outside Korea. Under the Foreign Exchange Transaction Laws, nonresidents may invest in Korean securities only to the extent specifically allowed by these laws or otherwise permitted by the Ministry of Strategy and Finance of Korea. The Financial Services Commission has also adopted, pursuant to its authority under the Financial Investment Services and Capital Markets Act, regulations that restrict investment by foreigners in Korean securities and regulate issuance of securities by Korean companies outside Korea.

Under the Foreign Exchange Transaction Laws, (1) if the Korean government determines that it is inevitable due to the outbreak of natural calamities, wars, conflict of arms or grave and sudden changes in domestic or foreign economic circumstances or other situations equivalent thereto, the Ministry of Strategy and Finance may temporarily suspend payment, receipt or the whole or part of transactions to which the Foreign Exchange Transaction Laws apply, or impose an obligation to safe keep, deposit or sell means of payment in or to certain Korean governmental agencies or financial institutions; and (2) if the Korean government determines that international balance of payments and international finance face or are likely to face serious difficulty or the movement of capital between Korea and abroad will cause or is likely to cause serious obstacles in carrying out its currency policies, exchange rate policies and other macroeconomic policies, the Ministry of Strategy and Finance may take measures to require any person who intends to perform capital transactions to obtain permission or to require any person who performs capital transactions to deposit part of the payments received in such transactions at certain Korean governmental agencies or financial institutions, in each case subject to certain limitations.

Restrictions Applicable to Shares

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account

exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to make a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at a financial investment company with a securities dealing or brokerage license. Funds in the foreign currency account may be remitted abroad without any Korean governmental approval.

Dividends on shares of Korean companies are paid in Won. No Korean governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a nonresident of Korea must be deposited either in a Won account with the investor’s financial investment company with a securities dealing or brokerage license or in his Won account. Funds in the investor’s Won account may be transferred to his foreign currency account or withdrawn for local living expenses, provided that any withdrawal of local living expenses by any one person exceeding US$10,000 per day needs to be reported to the governor of the Financial Supervisory Service by the foreign exchange bank at which the Won account is maintained. Funds in the Won account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

Financial investment companies with a securities dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, financial companies with a securities dealing, brokerage or collective investment license may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

 

ITEM 10.E.Taxation

The following summary is based upon tax laws, regulations, rulings, decrees, income tax conventions (treaties), administrative practice and judicial decisions of Korea and the United States as of the date of this annual report, and is subject to any change in Korean or United States law that may come into effect after such date. Investors in shares of common stock or American depositary shares are advised to consult their own tax advisers as to the Korean, United States or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any national, state or local tax laws.

Korean Taxation

The following summary of Korean tax considerations applies to you so long as you are not:

 

a resident of Korea;

 

a corporation having its head office, principal place of business, or place of effective management in Korea (a Korean corporation); or

 

engaged in a trade or business in Korea through a permanent establishment or a fixed base to which the relevant income is attributable or with which the relevant income is effectively connected.

Taxation of Dividends on Shares of Common Stock or American Depositary Shares

We will deduct Korean withholding tax from dividends (whether in cash or in shares) paid to you at a rate of 22% (including local income surtax). If you are a qualified resident and a beneficial owner of the dividends in a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. See “— Tax Treaties” below for a discussion of treaty benefits. If we distribute to you free shares representing a transfer of certain capital reserves or asset revaluation reserves into paid-in capital, such distribution may be subject to a Korean withholding tax.

Taxation of Capital Gains from Transfer of Common Shares or American Depositary Shares

As a general rule, capital gains earned by non-residents upon transfer of our common shares or American depositary shares (“ADSs”) are subject to a Korean withholding tax at the lower of (1) 11% (including local income surtax) of the gross proceeds realized or (2) 22% (including local income surtax) of the net realized gain, subject to the production of satisfactory evidence of acquisition costs and certain direct transaction costs associated with common shares or ADSs, unless exempt from Korean income taxation under an applicable tax treaty between Korea and the country of your tax residence. See “— Tax Treaties” below for a discussion on treaty benefits. Even if you do not qualify for the exemption under a tax treaty, you will not be subject to the foregoing withholding tax on capital gains if you meet certain requirements for the exemption under Korean domestic tax laws discussed in the following paragraphs.

You will not be subject to the Korean income taxation on capital gains realized upon a transfer of our common shares through the Korea Exchange if you (1) have no permanent establishment in Korea and (2) do not own and have never owned (together with any shares owned by any entity with which you have a special relationship and possibly including the shares represented by the ADSs) 25% or more of our total issued and outstanding shares at any time during the calendar year in which the sale occurs and during the five consecutive calendar years prior to the calendar year in which the sale occurs.

Under the tax law amendments effective for capital gains recognized or to be recognized from disposition of ADSs on or after January 1, 2008, ADSs are viewed as shares of stock for capital gains tax purposes. Accordingly, capital gains from sale or disposition of ADSs are taxed (if taxable) as if such gains are from sale or disposition of shares of our common stock. It should be noted that (i) capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be exempt from Korean income taxation by virtue of the Special Tax Treatment Control Law of Korea, or the STTCL, provided that the issuance of ADSs is deemed to be an overseas issuance under the STTCL, but (ii) in the case where an owner of the underlying shares of stock transfers ADSs after conversion of the underlying shares into ADSs, the exemption under the STTCL described in (i) will not apply. In the case where an owner of the underlying shares of stock transfers the ADSs after conversion of the underlying shares of stock into ADSs, such person is obligated to file corporate income tax returns and pay tax unless a purchaser or a financial investment company with a brokerage license, as applicable, withholds and pays the tax on capital gains derived from transfer of ADSs, as discussed below.

If you are subject to tax on capital gains with respect to a sale of common shares or ADSs, the purchaser or, in the case of a sale of common shares on the Korea Exchange or through a financial investment company with a brokerage license in Korea, the financial investment company is required to withhold Korean tax from the sales proceeds in an amount equal to 11% (including local income surtax) of the gross realization proceeds and to remit the withheld tax to the Korean tax authority, unless you establish your entitlement to an exemption under an applicable tax treaty or domestic tax law or produce satisfactory evidence of your acquisition costs and certain direct transaction costs associated with common shares or ADSs. See the discussion under “— Tax Treaties” below for an explanation of claiming treaty benefits.

Tax Treaties

Korea has entered into a number of income tax treaties with other countries, including the United States, which reduce or exempt Korean withholding tax on the income derived by residents of such treaty countries. For example, under the Korea-U.S. income tax treaty, reduced rates of Korean withholding tax on dividends of 16.5% or 11.0%, respectively (including local income surtax), depending on your shareholding ratio, and an exemption from Korean withholding tax on capital gains are generally available to residents of the United States that are beneficial owners of the relevant dividend income or capital gains. However, under Article 17 (Investment or Holding Companies) of the Korea-U.S. income tax treaty, such reduced rates and exemption do not apply if (1) you are a United States corporation, (2) by reason of any special measures the tax imposed on you by the United States with respect to such dividends or capital gains is substantially less than the tax generally

imposed by the United States on corporate profits, and (3) 25% or more of your capital is held of record or is otherwise determined, after consultation between competent authorities of the United States and Korea, to be owned directly or indirectly by one or more persons who are not individual residents of the United States. Also, under Article 16 (Capital Gains) of the Korea-U.S. income tax treaty, the exemption on capital gains does not apply if (a) you have a permanent establishment in Korea and any shares of common stock in which you hold an interest and which gives rise to capital gains are effectively connected with such permanent establishment, (b) you are an individual and you maintain a fixed base in Korea for a period or periods aggregating 183 days or more during the taxable year and your common shares, or ADSs giving rise to capital gains are effectively connected with such fixed base or (c) you are an individual and you are present in Korea for a period or periods of 183 days or more during the taxable year.

You should inquire for yourself whether you are entitled to the benefit of an income tax treaty with Korea. It is the responsibility of the party claiming the benefits of an income tax treaty in respect of dividend payments or capital gains to submit to us, the purchaser, the financial investment company, or other withholding agent, as the case may be, a certificate as to his tax residence. In the absence of sufficient proof, we, the purchaser, the financial investment company, or other withholding agent, as the case may be, must withhold tax at the normal rates. Furthermore, in order for you to claim the benefit of a tax rate reduction or tax exemption on certain Korean source income (e.g., dividends or capital gains) under an applicable tax treaty as the beneficial owner of such Korean source income, Korean tax law requires you (or your agent) to submit an application (in the case for reduced withholding tax rate, an “application for entitlement to reduced tax rate”,rate,” and in the case for exemption from withholding tax, an “application for tax exemption”) with a certificate of your tax residency issued by the competent authority of your country of tax residence, subject to certain exceptions (together, the “BO application”). For example, a U.S. resident would be required to provide a Form 6166 as a certificate of tax residency with the application for entitlement to reduced tax rate or the application for tax exemption, as the case may be. Subject to certain exceptions, where the relevant income is paid to an overseas investment vehicle that is not the beneficial owner of such income (an “OIV”), a beneficial owner claiming the benefit of an applicable tax treaty with respect to such income must submit its BO application to such OIV, which in turn must submit an OIV report and a schedule of beneficial owners to the withholding agent prior to the payment date of such income. In the case of a tax exemption application, the withholding agent is required to submit such application (together with the applicable OIV report in the event the income will be paid to an OIV) to the relevant district tax office by the ninth day of the month following the date of the payment of such income.

Inheritance Tax and Gift Tax

If you die while holding an ADS or donate an ADS, it is unclear whether, for Korean inheritance and gift tax purposes, you would be treated as the owner of the shares of common stock underlying the ADSs. If the tax authority interprets depositary receipts as the underlying share certificates, you may be treated as the owner of the shares of common stock and your heir or the donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax, which ranges from 10% to 50% recently, assessable based on the value of the ADSs or shares of common stock and the identity of the individual against whom the tax is assessed.

If you die while holding a common share or donate a subscription right or a common share, your heir or donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax at the same rate as indicated above.

At present, Korea has not entered into any tax treaty relating to inheritance or gift taxes.

Securities Transaction Tax

If you transfer common shares through the Korea Exchange, you will be subject to a securities transaction tax at the rate of 0.15% and an agriculture and fishery special surtax at the rate of 0.15% of the sales price of common shares. If your transfer of common shares is not made through the Korea Exchange, subject to certain exceptions, you will be subject to a securities transaction tax at the rate of 0.5% but will not be subject to an agriculture and fishery special surtax.

Depositary receipts, which the ADSs constitute, are included in the scope of securities transfer subject to securities transaction tax effective starting with transfers occurring on or after January 1, 2011. Nonetheless, transfer of depositary receipts listed on a foreign securities exchange similar to the Korea (e.g. the New York Stock Exchange, the NASDAQ National Market) will not be subject to the securities transaction tax.

In principle, the securities transaction tax, if applicable, must be paid by a transferor of common shares. When a transfer is affected through a securities settlement company, such settlement company is generally required to withhold and remit the tax to the tax authorities. When such transfer is made through a financial investment company only, such financial investment company is required to withhold and remit the tax. Where a transfer is affected by a non-resident who has no permanent establishment in Korea by a method other than through a securities settlement company or a financial investment company, the transferee is required to withhold the securities transaction tax.

Non-reporting or underreporting of securities transaction tax will generally result in the imposition of penalties equal to 20% to 60% of the non-reported or 10% to 60% of underreported tax amount and a failure to timely pay securities transaction tax due will result in penalties of 10.95% per annum of the due but unpaid tax. The penalty is imposed on the party responsible for paying the securities transaction tax or, if the securities transaction tax is to be withheld, on the party that has the withholding obligation.

Certain United States Federal Income Tax Consequences

The following summary describes certain U.S. federal income tax considerations for beneficial owners of our common shares or ADSs that hold the common shares or ADSs as capital assets and are “U.S. holders.” You are a “U.S. holder” if you are for U.S. federal income tax purposes:

 

 (i)an individual citizen or resident of the United States;

 

 (ii)a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States, any state thereof or District of Columbia;

 

 (iii)an estate the income of which is subject to U.S. federal income taxation regardless of its source;

 (iv)a trust that is subject to the primary supervision of a court within the United States and has one or more U.S. persons with authority to control all substantial decisions of the trust; or

 

 (v)a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

In addition, this summary only applies to you if you are a U.S. holder that is a resident of the United States for purposes of the current income tax treaty between the United States and Korea (the “Treaty”), your common shares or ADSs are not, for purposes of the Treaty, effectively connected with a permanent establishment in Korea and you otherwise qualify for the full benefits of the Treaty.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations (including proposed regulations), rulings and judicial decisions thereunder as of the date hereof, as well as the Treaty, all of which are subject to change, perhaps retroactively. It is for general purposes only and you should not consider it to be tax advice. In addition, it is based in part on representations by the ADS depositary and assumes that each obligation under the deposit agreement will be performed in accordance with its terms. This summary does not represent a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances, and does not address the Medicare tax on net investment income or the effects of any state, local or non-U.S. tax laws. In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

 

a bank;

 

a dealer in securities or currencies;

an insurance company or one of certain financial institutions;

 

a regulated investment company;

 

a real estate investment trust;

 

a tax-exempt entity;

 

a trader in securities that has elected to use a mark-to-market method of accounting for your securities holdings;

 

a person holding common shares or ADSs as part of a hedging, conversion, constructive sale or integrated transaction or a straddle;

 

a person liable for the alternative minimum tax;

 

a partnership or other pass-through entity for U.S. federal income tax purposes;

 

a person who owns or is deemed to own 10% or more of our voting stock; or

 

a person whose functional currency is not the U.S. Dollar.

If a partnership holds our common shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common shares or ADSs, you are urged to consult your tax advisor.

You should consult your own tax advisor concerning the particular U.S. federal tax consequences to you of the ownership and disposition of common shares or ADSs as well as any consequences arising under the laws of any other taxing jurisdiction.

American Depositary Shares

If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to U.S. federal income tax.

Distributions on Common Shares or American Depositary Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” the gross amount of distributions on our common shares or ADSs (including amounts withheld to reflect Korean withholding tax) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day you actually or constructively receive it, in the case of our common shares, or the day actually or constructively received by the ADS depositary, in the case of ADSs. Such dividends will not be eligible for the dividends-received deduction allowed to corporations under the Code.

With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The U.S. Treasury Department has determined that the Treaty meets these requirements, and we believe we are eligible for the benefits of the Treaty. A foreign corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. Our common shares will generally not be considered readily tradable for these purposes. U.S. Treasury Department guidance indicates that securities such as our ADSs, which are listed on the New York Stock Exchange, are treated as readily tradable on an established securities market in the United States for these purposes. There can be no assurance that our ADSs

will be considered readily tradable on an established securities market in later years. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from a risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Furthermore, non-corporate U.S. holders will not be eligible for the rate reduction if we are a passive foreign investment company (as discussed below under “Passive Foreign Investment Company Rules”) in the taxable year in which such dividends are paid or were a passive foreign investment company in the preceding taxable year. If you are a non-corporate U.S. holder, you should consult your own tax advisor regarding the application of these rules given your particular circumstances.

The amount of any dividend paid in Korean Won will equal the U.S. Dollar value of the Korean Won received calculated by reference to the exchange rate in effect on the date you receive the dividend, in the case of our common shares, or the date received by the ADS depositary, in the case of ADSs, regardless of whether the Korean Won are converted into U.S. Dollars. If the Korean Won received as a dividend are converted into U.S. Dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Korean Won received are not converted into U.S. Dollars on the day of receipt, you will have a basis in the Korean Won equal to their U.S. Dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Korean Won will be treated as United States source ordinary income or loss.

Subject to certain significant conditions and limitations, Korean taxes withheld from dividends (at a rate not exceeding the rate provided in the Treaty) will be treated as foreign income taxes eligible for credit against your U.S. federal income tax liability. See “— Korean Taxation — Taxation of Dividends on Shares of Common Stock or American Depositary Shares” for a discussion of the Treaty rate. Korean taxes withheld in excess of the rate provided in the Treaty will not be eligible for credit against your U.S. federal income tax until you exhaust all effective and practical remedies to recover such excess withholding, including the seeking of competent authority assistance from the Internal Revenue Service. For purposes of the foreign tax credit, dividends paid on our common shares or ADSs will be treated as income from sources outside the United States and will generally constitute passive category income. If you do not elect to claim a credit for any foreign taxes paid during a taxable year, you may instead elect, subject to certain limitations, to claim a deduction in respect of such foreign taxes, provided that you apply this election to all foreign taxes paid or accrued in the taxable year.

Further, in certain circumstances, if you have held our common shares or ADSs for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on our common shares or ADSs. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction of your adjusted basis in our common shares or ADSs (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of our common shares or ADSs), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will be reported and generally be treated as a dividend (as discussed above).

Distributions of our common shares (including ADSs)or ADSs or rights to subscribe for our common shares or ADSs that are received as part of a pro rata distribution to all of our shareholders (including holders of ADSs) generally will not be subject to U.S. federal income tax to recipient common shareholders (including holders of ADSs).

Consequently, such distributions will not give rise to foreign source income and you will not be able to use the foreign tax credit arising from any Korean withholding tax unless such credit can be applied (subject to applicable limitations) against U.S. tax due on other income derived from foreign sources.

Disposition of Common Shares or American Depositary Shares

Subject to the discussion under “— Passive Foreign Investment Company Rules,” upon the sale, exchange or other disposition of our common shares or ADSs,For U.S. federal income tax purposes, you generally will recognize capital gain or loss equal to the difference between the amount realized upon the sale, exchange or other disposition and your adjusted tax basis in our common shares or ADSs, as the case may be. TheSubject to the discussion under “— Passive Foreign Investment Company Rules,” upon the sale, exchange or other disposition of our common shares or ADSs, such capital gain or loss will generally be long-term capital gain or loss if at the time of sale, exchange or other disposition, our common shares or ADSs have been held for more than one year. Capital gains of individualsnon-corporate U.S. holders (including individuals) derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss you recognize on the sale, exchange or other disposition of our common shares or ADSs will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any Korean tax imposed on the disposition of our common shares or ADSs unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

You should note that any Korean securities transaction tax generally will not be treated as a creditable foreign tax for U.S. federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code.

Passive Foreign Investment Company Rules

Based upon the past and projected composition of our income and valuation of our assets, we do not believe that we were a PFIC for 2014,2015, and we do not expect to be a PFIC in 20152016 or to become one in the foreseeable future, although there can be no assurance in this regard. However, PFIC status is a factual determination that is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in valuation or composition of our income or assets.

In general, we will be considered a PFIC for any taxable year if either:in which:

 

at least 75% of our gross income is passive income; or

 

at least 50% of the value of our assets is attributable to assets that produce or are held for the production of passive income.

The 50% of value test is based on the average of the value of our assets for each quarter during the taxable year. For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Certain proposed U.S. Treasury regulations and other administrative pronouncements from the Internal Revenue Service provide special rules for determining the character of income and assets derived in the active conduct of a banking business for purposes of the PFIC rules. Specifically, these rules treat certain income earned by a non-U.S. corporation engaged in the active conduct of a banking business as non-passive income. Although we believe we have adopted a reasonable interpretation of the proposed U.S. Treasury regulations and administrative pronouncements, there can be no assurance that the Internal Revenue Service will follow the same interpretation. You should consult your own tax advisor regarding the application of these rules.

If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC rules, as owning our proportionate share of the assets and receiving our proportionate share of the income of that company.

If we are a PFIC for any taxable year during which you hold our common shares or ADSs, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from the sale or other disposition (including a pledge) of our common shares or ADSs. These special tax rules generally will apply even if we cease to be a PFIC in future years. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for our common shares or ADSs will be treated as excess distributions. Under these special tax rules:

 

the excess distribution or gain will be allocated ratably over your holding period for our common shares or ADSs;

 

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we are a PFIC, will be treated as ordinary income; and

 

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

In certain circumstances, you could make a mark-to-market election, under which in lieu of being subject to the special rules discussed above, you will include gain on our common shares or ADSs on a mark-to-market basis as ordinary income, provided that our common shares or ADSs are regularly traded on a qualified exchange or other market. Our common shares are listed on the Korea Exchange, which must meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable U.S. Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that the common shares are or will continue to be “regularly traded” for purposes of the mark-to-market election. Our ADSs are currently listed on the New York Stock Exchange, which constitutes a qualified exchange, although there can be no assurance that the ADSs are or will be “regularly traded.” If you make a valid mark-to-market election, you will include in each year as ordinary income the excess of the fair market value of your common shares or ADSs at the end of the year over your adjusted tax basis in the common shares or ADSs. You will be entitled to deduct as an ordinary loss each year the excess of your adjusted tax basis in the common shares or ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, in each year that we are a PFIC any gain you recognize upon the sale or other disposition of your common shares or ADSs will be treated as ordinary income, and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

A U.S. holder’s adjusted tax basis in common shares or ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If a U.S. holder makes a mark-to-market election, it will be effective for the taxable year for which the election is made and all

subsequent taxable years unless the common shares or ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You should consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable with respect to your particular circumstances.

In addition, a holder of common shares or ADSs in a PFIC can sometimes avoid the rules described above by electing to treat the company as a “qualified electing fund” under Section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit holders to make this election.

If you hold our common shares or ADSs in any year in which we are classified as a PFIC, you would be required to file Internal Revenue Service Form 8621.

Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or were a PFIC in the preceding taxable

year. You should consult your tax advisor concerning the determination of our PFIC status and the U.S. federal income tax consequences of holding our common shares or ADSs if we are considered a PFIC in any taxable year.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our common shares or ADSs and the proceeds from the sale, exchange or redemptionother disposition of our common shares or ADSs that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

 

ITEM 10.F.Dividends and Paying Agents

Not applicable.

 

ITEM 10.G.Statements by Experts

Not applicable.

 

ITEM 10.H.Documents on Display

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended, and, in accordance therewith, are required to file reports, including annual reports on Form 20-F, and other information with the U.S. Securities and Exchange Commission. You may inspect and copy these materials, including this annual report and the exhibits thereto, at SEC’s Public Reference Room 100 Fifth Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. As a foreign private issuer, we are also required to make filings with the Commission by electronic means. Any filings we make electronically will be available to the public over the Internet at the Commission’s web site athttp://www.sec.gov.

 

ITEM 10.I.Subsidiary Information

Not applicable.

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Item 4.B. Business Overview — Risk Management” for quantitative and qualitative disclosures about market risk.

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

ITEM 12.A.Debt Securities

Not applicable.

 

ITEM 12.B.Warrants and Rights

Not applicable.

ITEM 12.C.Other Securities

Not applicable.

 

ITEM 12.D.    AmericanAmerican Depositary Shares

Depositary Fees and Charges

Under the terms of the Deposit Agreement in respect of our American depositary shares (“ADSs”), the holder of ADSs may be required to pay the following fees and charges to Citibank, N.A., acting as depositary for our ADSs:

 

Item

  

Services

  

Fees

  

Paid by

1  Issuance of ADSs upon deposit of common shares (excluding issuances contemplated by items 3(b) and 5 below  Up to US$5.00 per 100 ADSs (or fraction thereof) issued  Person depositing common shares or person receiving ADSs
2  Delivery of deposited securities against surrender of ADSs  Up to US$5.00 per 100 ADSs (or fraction thereof) surrendered  Person surrendering ADSs for purpose of withdrawal of deposited securities or person to whom deposited securities are delivered
3  Distribution of (a) cash dividends or (b) ADSs pursuant to stock dividends  No fee, to the extent prohibited by the exchange on which the ADSs are listed. If the charging of such fee is not prohibited, the fees specified in item 4 below shall be payable  Person to whom distribution is made
4  Distribution of (a) cash proceeds (i.e., upon sale of rights and other entitlements) or (b) free shares in the form of ADSs (not constituting a stock dividend)  Up to US$2.00 per 100 ADSs (or fraction thereof) held  Person to whom distribution is made
5  Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spinoff shares)  Up to US$5.00 per 100 ADSs (or fraction thereof) distributed  Person to whom distribution is made
6  Depositary Services  Unless prohibited by the exchange on which the ADSs are listed, up to US$2.00 per 100 ADSs (or fraction thereof) held as of the last day of each calendar year, except to the extent of any cash dividend fee(s) charged under paragraph (3)(a) above during the applicable calendar year  Person holding ADSs on last day of calendar year
7  Distribution of ADSs pursuant to exercise of rights to purchase additional ADSs  Up to US$2.00 per 100 ADSs (or fraction thereof) held  Person who exercises such rights

Holders and beneficial owners of ADSs, persons depositing common shares for deposit and persons surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities shall be responsible for the following charges:

 

 (i)taxes (including applicable interest and penalties) and other governmental charges;

 

 (ii)such registration fees as may from time to time be in effect for the registration of common shares or other deposited securities on the share register and applicable to transfers of common shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

 (iii)such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing common shares or holders and beneficial owners of ADSs;

 

 (iv)the expenses and charges incurred by the depositary in the conversion of foreign currency;

 

 (v)such fees and expenses as are incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, deposited securities, ADSs and ADRs; and

 

 (vi)the fees and expenses incurred by the depositary, the custodian or any nominee in connection with the servicing or delivery of deposited securities.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or un-certificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository Trust Company (DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set- off the amount of the depositary fees from any distribution to be made to the ADS holder.

The fees and charges the ADS holders may be required to pay may vary over time and may be changed by us and by the depositary. The ADS holders will receive prior notice of such changes.

Depositary Payments for the Fiscal Year 20142015

In 2014,2015, we received the following payments from Citibank, N.A., acting as depositary for our ADSs:

 

Reimbursement of settlement infrastructure fees (including DTC fees)

US$—    

Reimbursement of proxy process expenses (printing, postage and distribution)

US$51,167.3545,603.92  

Legal expenses

US$—    

Contributions towards our investor relations efforts (i.e. non-deal roadshows, investor conferences and IR agency fees) and legal expenses incurred in connection to the preparation of our Form 20-F for the fiscal year 20132014

US$ 399,760.68318,707.85  
  

 

 

 

Total:

US$450,928.03364,311.77  

 

Note: The amounts provided above are after deduction of applicable of U.S. taxes.

PART II

 

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

 

ITEM 14.MATERIAL MODIFICATIONMODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

 

ITEM 15.CONTROLS AND PROCEDURES

Disclosure Control

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2014.2015. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that the design and operation of our disclosure controls and procedures as of December 31, 20142015 were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decision regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our internal control over financial reporting as of December 31, 20142015 based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Internal Control-Integrated Framework (2013) suspended the original framework issued by COSO in 1992 on December 15, 2014. We adopted the 2013 Framework on December 15, 2014. Further details of the changes made are set out below. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2014.2015. The effectiveness of our internal control over financial reporting has been audited by KPMG

Samjong, an independent registered public accounting firm, who has also audited our consolidated financial statements for the year ended December 31, 2014.2015. KPMG Samjong has issued an attestation report on the effectiveness of our internal control over financial reporting under Auditing Standard No. 5 of the Public Company Accounting Oversight Board, which is included herein.

Attestation Report of the Independent Registered Public Accounting Firm

KPMG Samjong’s attestation report on the effectiveness of internal control over financial reporting can be found on page F-2 of this annual report.

Changes in Internal Controls

As part of the implementation of the Internal Control-Integrated Framework (2013), our management undertook a full review of the existing financial control model to ensure compliance with the requirements of the 2013 Framework. As part of this review, the existing financial control model was updated and enhanced to recognize the additional requirements of the new Framework. All controls have been tested and certified as part of the year-end control self-assessment process. Our management believes these controls are effective.

ITEM 16[RESERVED]

 

ITEM 16.A.16A.AUDIT COMMITTEE FINANCIAL EXPERT

Our Audit Committee currently consists of fourthree outside directors, namely Kwon Taeeun, Lee Man-woo,Manwoo, Lee Sang-kyung and Kim Seok-won.Lee Sung-ryang. Our board of directors has determined that Kwon Taeeun,Lee Manwoo, the chairman of our Audit Committee and Lee Man Woo areis an “audit committee financial experts”,expert,” as such term is defined by the regulations of the Securities and Exchange Commission issued pursuant to Section 407 of the Sarbanes-Oxley Act of 2002. Kwon Taeeun, Lee Man-woo,Manwoo, Lee Sang-kyung and Kim Seok-wonLee Sung-ryang are independent as such term is defined in Section 303A.02 of the NYSE Listed Company Manual, Rule 10A-3 under the Exchange Act and the Korea Stock Exchange listing standards.

 

ITEM 16.B.16B.CODE OF ETHICS

We have adopted a code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required under Section 406 of the Sarbanes-Oxley Act of 2002, together with an insider reporting system in compliance with Section 301 of the Sarbanes-Oxley Act. We have not granted any waiver, including an implicit waiver, from a provision of the code of ethics to any of the above-mentioned officers during our most recently completed fiscal year. As a further detailed guideline to the code of ethics, we have also adopted a code of ethics applicable to all the officers and employees of our holding company and our subsidiaries and established a supplemental code of behavior for all officers and employees of our holding company and our subsidiaries in order to provide additional guideline for the performance of their work-related duties as well as their daily behavior. Our code of ethics is available on our websitewww.shinhangroup.com.

ITEM 16.C.16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed for professional services rendered by KPMG Samjong Accounting Corp. for the years ended December 31, 2012, 2013, 2014 and 2014,2015, our principal accountants for the respective period, depending on the various types of services and a brief description of the nature of such services.

 

Type of Services

  Aggregate Fees Billed During the
Year Ended December 31,
   

Nature of Services

  Aggregate Fees Billed During the
Year Ended December 31,
   

Nature of Services

2012   2013   2014    2013   2014   2015   
  (In millions of Won)      (In millions of Won)    

Audit fees

  W5,909    W5,004    W5,619    Audit service for Shinhan Financial Group and its subsidiaries.   W5,004     W5,619     W6,066    Audit service for Shinhan Financial Group and its subsidiaries.

Tax fees

   116     171     190    Tax return and consulting advisory service.   171     190     213    Tax return and consulting advisory service.

All other fees

   —       250     —      All other services which do not meet the two categories above.(1)   250     —       —      All other services which do not meet the two categories above.(1)
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

W6,025  W5,425  W5,809     W5,425     W5,809     W6,279    
  

 

   

 

   

 

     

 

   

 

   

 

   

 

Note:

 

(1)Due diligence service fee.

Our audit committeeAudit Committee generally pre-approves all engagements of our principal accountants pursuant to policies and procedures adopted by it. Our audit committeeAudit Committee has adopted the following policies and procedures for consideration and approval of requests to engage our principal accountants to perform audit and non-audit services. Engagement requests must in the first instance be submitted as follows: (i) in the case of audit and non-audit services for our holding company, to our Planning & Financial Management subject to reporting to our Chief Financial Officer; and (ii) in the case of audit and non-audit services for our subsidiaries, to our Audit and Compliance Team subject to reporting to the Senior Executive Vice President of Audit & Compliance Team. If the request relates to services that would impair the independence of our principal accountants, the request must be rejected. If the engagement request relates to audit and permitted non-audit services, it must be forwarded to the Audit Committee for consideration. To facilitate the consideration of engagement requests between its meetings, the Audit Committee has delegated approval authority of the following: (i) permitted non-audit services to our holding company, (ii) audit services to our subsidiaries and (iii) permitted non-audit services to our subsidiaries, to one of its members who is “independent” as defined by the Securities and Exchange Commission and the New York Stock Exchange. Such member in our case is Kwon Taeeun,Lee Manwoo, the chairman of our Audit Committee, and he is required to report any approvals made by them to the Audit Committee at its next meeting. Our Audit Committee meets regularly once every quarter.

Any other audit or permitted non-audit service must be pre-approved by the audit committeeAudit Committee on a case-by-case basis. Our audit committeeAudit Committee did not pre-approve any non-audit services under the de minimis exception of Rule 2.01(c)(7)(i)(C) of Regulation S-X as promulgated by the Securities and Exchange Commission.

 

ITEM 16.D.16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

 

ITEM 16.E.16E.PURCHASEPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

 

ITEM 16.F.16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16.G.16G.CORPORATE GOVERNANCE

We are committed to high standards of corporate governance. We are in compliance with the corporate governance provisions of the Korean Commercial Code, the Financial Holding Companies Act of Korea, the Financial Investment Services and Capital Markets Act and the Listing Rules of the Korea Exchange. We, like all other companies in Korea, must comply with the corporate governance provisions of the Korean Commercial Code. In addition, as a financial holding company, we are also subject to the Financial Holding Companies Act. Also, our subsidiaries that are financial institutions must comply with the respective corporate governance provisions under the relevant laws under which they were established.

We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our ADSs are listed on the New York Stock Exchange, or NYSE. Under Section 303A of the NYSE Listed Company Manual, NYSE-listed companies that are foreign private issuers are permitted to follow home country practice in

lieu of the corporate governance provisions specified by the NYSE with limited exceptions. Under the NYSE Listed Company Manual, we as a foreign private issuersissuer are required to disclose significant differences between NYSE’s corporate governance standards and those we follow under Korean law. The following summarizes some significant ways in which our corporate governance practices differ from those followed by U.S. companies listed on the NYSE under the listing rules of the NYSE:

Majority of Independent Directors on the Board

Under the NYSE listing rules, U.S. companies listed on the NYSE must have a board the majority of which is comprised of independent directordirectors satisfying the requirements of “independence” as set forth in Rule 10A-3 under the Exchange Act. While as a foreign private issuer, we are exempt from this requirement, but our board of directors is in compliance with this requirement as it currently consists of 12 directors, of which ten directors satisfy the requirements of “independence” as set forth in Rule 10A-3 under the Exchange Act. TenNine of our directors are also “outside directors” as defined in the Financial Holding Companies Act of Korea.Korea. An “outside director” for purposes of the Financial Holding Companies Act and the Korean Commercial Code means a director who does not engage in the regular affairs of the financial holding company, and who is elected at a shareholdersshareholders’ meeting, after having been nominated by the outside director nominating committee, and none of the largest shareholder, those persons “specially related” to the largest shareholder of such company, persons who during the past two years have served as an officer or employee of such company, the spouses and immediate family members of an officer of such company, and certain other persons specified by law may qualify as an outside director of such company. Under the Korea Exchange listing rules and the Korean Commercial Code, at least one-fourth of a listed company’s directors must be outside directors provided that there must be at least three outside directors. In the case of “large listed companies” as defined under the Korean Commercial Code, like us, a majority of the directors must be outside directors.

Executive Session

Under the NYSE listing rules, non-management directors of U.S. companies listed on the NYSE are required to meet on a regular basis without management present and independent directors must meet separately at least once per year. There is no such requirement under Korean law or listing standards or our internal regulations.

Audit Committee

Under the NYSE listing rules, listed companies must have an audit committee that has a minimum of three members, and all audit committee members must satisfy the requirements of independence set forth in Section 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. We are in compliance with this requirement as our audit committee comprisesAudit Committee is comprised of fourthree outside directors meetingdirectorsmeeting the requirements of independence set forth in Section 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. Under the Korea Exchange listing rules and the Korean Commercial Code, a large

listed company must also establish an audit committee of which at least two-thirds of its members must be outside directors and whose chairman must be an outside director. In addition, at least one member of the audit committee who is an outside director must also be an accounting or financial expert. We are also in compliance with the foregoing requirements.

Nomination/Corporate Governance Committee

Under the NYSE listing rules, U.S. companies listed on the NYSE must have a nomination/corporate governance committee composed entirely of independent directors. In addition to identifying individuals qualified to become board members, this committee must develop and recommend to the board a set of corporate governance principles. Under the Korean Commercial Code and other applicable laws, large listed companies, financial holding companies, commercial banks, and certain other financial institutions are required to have an

outside director nominating committee of which at least one-half of its members are required to be outside directors. However, there is no requirement to establish a corporate governance committee under applicable Korean law. We currently have a board steering committee which manages corporate governance practices applicable to us. Our outside director nominating committee is formed on an ad hoc basis prior to a general shareholdersshareholders’ meeting if the agenda for such meeting includes appointment of an outside director. The composition of the committee is in compliance with the relevant provisions under the Korean Commercial Code and the chairman of the committee must be an outside director pursuant to our outside director recommendation committee regulations. The board steering committee consists of five directors, including fourthree outside directors.

A nomination/corporate governance committee is not required under Korean law. However, in March 2012, we established the Corporate Governance and Chief Executive Officer Recommendation Committee, which is responsible for reviewing and making recommendations in relation to the overall corporate governance of our group (including any aspects of corporate governance relating to code of ethics and other code of behavior, size of the board of directors and other matters necessary for improving our overall corporate governance structure), as well as recommendation of the nominees for the president and/or chief executive officer of our group and development, operation and review of our management succession plan, including setting the qualifications for the CEO, evaluating CEO candidate pool and recommending CEO candidates. The chairperson of the committee must be an outside director, and the incumbent CEO may be restricted from participating and voting on matters related to the CEO selection.

Compensation Committee

Under the NYSE listing rules, U.S. companies listed on the NYSE are required to have a compensation committee which is composed entirely of independent directors. In January 2013, the SEC approved amendments to the listing rules of NYSE and NASDAQ regarding the independence of compensation committee members and the appointment, payment and oversight of compensation consultants. The listing rules were adopted as required by Section 952 of the Dodd-Frank Act and rule 10C-1 of the Securities Exchange Act of 1934, as amended, which direct the national securities exchanges to prohibit the listing of any equity security of a company that is not in compliance with the rule’s compensation committee director and advisor independence requirements. Certain elements of the listing rules became effective on July 1, 2013 and companies listed on the NYSE must comply with such listing rules by the earlier of the company’s first annual meeting after January 15, 2014, or October 31, 2014.

While no such requirement currently exists under applicable Korean law or listing standards, such committee is recommended to be established under the model guidelines set by the Financial Supervisory Service in relation to executives’ performance pay.

We currently have a compensation committee, which is responsible for reviewing and approving the management’s evaluation and compensation programs. The committee consists of four members, all of whom are outside directors and satisfy the independent director requirements as set forth in Rule 10A-3 under the Exchange Act.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Under the NYSE listing rules, U.S. companies listed on the NYSE are required to establish corporate governance guidelines and to adopt a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. As a foreign private issuer, we are exempt from this requirement. In Korea, the Financial Services Commission implemented the Standard Corporate Governance Guidelines for Financial Service Companies in December 2014, and accordingly, we have adopted in February 2015 and are currently complying with international regulators on corporate governance modeled after the standard guidelines implemented by the Financial Services Commission,

Pursuant to the requirements of the Sarbanes-Oxley Act, we have adopted a code of ethics applicable to all the officers and employees of our holding company and our subsidiaries, including all financial, accounting and other officers and employees that are involved in the preparation and disclosure of Shinhan Financial Group’s consolidated financial statements and internal control of financial reporting. As a further detailed guideline to the code of ethics, we have also established a supplemental code of behavior for all officers and employees of our holding company and our subsidiaries in order to provide additional guideline for the performance of their work-related duties as well as their daily behavior. We have also adopted an insider reporting system in compliance with Section 301 of the Sarbanes-Oxley Act. The above-mentioned code of ethics and the code of behavior are available on our websitewww.shinhangroup.com.www.shinhangroup.com.

On May 25, 2011, the SEC adopted final rules to implement whistleblower provisions of the Dodd-Frank Act, which are applicable to foreign private issuers with securities registered under the U.S. securities laws. The final rules provide that any eligible whistleblower who voluntarily provides the SEC with original information that leads to the successful enforcement of an action brought by the SEC under U.S. securities laws must receive an award of between 10 and 30 percent of the total monetary sanctions collected if the sanctions exceed $1,000,000. An eligible whistleblower is defined as someone who provides information about a possible violation of the securities laws that he or she reasonably believes has occurred, is ongoing, or is about to occur. The possible violation does not need to be material, probably or even likely, but the information must have a “facially plausible relationship to some securities law violation”; frivolous submissions would not qualify. The final rules also prohibit retaliation against the whistleblower. While the final rules do not require employees to first report allegations of wrongdoing through a company’s corporate compliance system, they do seek to incentivize whistleblowers to utilize internal corporate compliance first by, among other things, (i) giving employees who first report information internally the benefit of the internal reporting date for purposes of the SEC program so long as the whistleblower submits the same information to the SEC within 120 days of the initial disclosure; (ii) clarifying that the SEC will consider, as part of the criteria for determining the amount of a whistleblower’s award, whether the whistleblower effectively utilized the company’s corporate compliance program or hindered the function of the program; and (iii) crediting a whistleblower who reports internally first and whose company passes the information along to the SEC, which would mean the whistleblower could receive a potentially higher award for information gathered in an internal investigation initiated as a result of the whistleblower’s internal report.

In addition, the final rules address concerns that the whistleblower rules incentivize officers, directors and those with legal, audit, compliance or similar responsibilities to abuse these positions by making whistleblower complaints to the SEC with respect to information they obtained in these roles by generally providing that information obtained through a communication subject to attorney-client privilege or as a result of legal representation would not be eligible for a whistleblower award unless disclosure would be permitted by attorney conduct rules. Accordingly, officers and directors, auditors and compliance personnel and other persons in similar roles would not be eligible to receive awards for information received in these positions unless (x) they have a reasonable basis to believe that (1) disclosure of the information is necessary to prevent the entity from engaging in conduct that is likely to cause substantial injury to the financial interests of the entity or investors; or (2) the entity is engaging in conduct that will impede an investigation of the misconduct, for example, destroying documents or improperly influencing witnesses; or (y) 120 days hashave passed since the whistleblower provided the information to senior responsible persons at the entity or 120 days hashave passed since the whistleblower received the information at a time when these people were already aware of the information.

In Korea, the Act on the Protection of Public Interest Whistleblowers (the “Act on Whistleblowers”) was enacted in March 29, 2011 and became effective on September 30, 2011, and was last amended on July 25, 2015. Under the Act on Whistleblowers, a “conduct detrimental to the public interest” means any conduct falling under the penalty provisions of certain acts or any conduct subject to administrative measures such as cancellation or suspension of an approval or a permit. As the Financial Holding Companies Act is included in the “certain acts” above, any conduct falling under the penalty provisions or subject to administrative measures for a violation of the Financial Holding Companies Act constitutes a “conduct detrimental to the public interest.” Any person

Theredeeming that a conduct detrimental to the public interest has been, or is no corresponding lawlikely to be, committed may make a public interest report to a representative of the organization involved or regulationa relevant investigative agency. The personal information of a public interest whistleblower shall be kept in confidence, and the measures necessary for personal protection of a public interest whistleblower shall be taken. In addition, any disadvantageous measures against a public interest whistleblower, including discriminatory treatment and delayed payment of wage, are prohibited, and where a public interest report leads to a recovery of, or increase in, revenues of the Government, the public interest whistleblower may be entitled to compensation by the Anti-Corruption and Civil Rights Commission of Korea. However,

We established a group-wide whistleblower policy in July 2005 and maintain related policies and programs for most of our subsidiaries. For example, Shinhan Bank maintains a whistleblower program named “Shinhan Jikimi,” through which any employee, vendor or customer can raise concerns and report suspicious circumstances in confidence using a variety of channels including the Internet, email, postal mail, facsimile and mobile phones. In addition, Shinhan Bank distributes to its employees a quarterly email notice intended to raise awareness of the whistleblower program and posts relevant informative materials on the company bulletin board. At Shinhan Card and Shinhan Investment, we have established corporate governance guidelines and codestrive to maintain transparency in every aspect of business conductactivities and ethics through our Corporate Governanceprovide secure and Chief Executive Officer Recommendation Committee.accessible channels for all related parties to raise concerns and report violations.

Shareholder Approval of Equity Compensation Plans

Under the NYSE listing rules, shareholders of U.S. companies listed on the NYSE are required to approve all equity compensation plans.

Under Korean law, if a company issues stock options amounting to 10% or more of its issued and outstanding shares, only a board of director resolution is required for such issuance if permitted by such company’s articles of incorporation. Underincorporation.Under our articles of incorporation, we may also grant stock options, but since April 1, 2010, we have not granted any stock options.

We currently have two equity compensation plans, consisting of a performance share plan for directors and key employees and an employee stock ownership plan for all employees under the Framework Act on Labor Welfare.

In accordance with our internal regulations, performance shares granted to directors are granted pursuant to a resolution by the board of director, subject to the limit amount set by a resolution at the shareholders’ meeting while performance shares granted to key employees are granted pursuant to a resolution by the board of director, without any requirement that the limit amount be approved at the shareholders’ meeting. There are no requirements relating to the granting of performance shares under applicable Korean laws and our articles of incorporation.

Under the Framework Act on Labor Welfare, a Korean company may issue stock options up to 20% of its issued and outstanding shares by a resolution at the shareholders’ meeting, if permitted by the articles of incorporation. Our articles of incorporation does not contain such provision. The equity compensation scheme for the employee stock ownership association is governed by its internal regulations, over which we have no control under Korean law.

Annual Certification of Compliance

Under the NYSE listing rules, a chief executive officer of a U.S. company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. As a foreign private issuer, we are not subject to this requirement. However, in accordance with rules applicable to both U.S. companies and foreign private issuers, we are required to promptly notify the NYSE in writing if any executive officer becomes aware of any material noncompliance with the NYSE corporate

governance standards applicable to us. In addition, foreign private issuers, including us, are required to submit to the NYSE an annual written affirmation relating to compliance with Sections 303A.06 and 303A.11 of the NYSE listed company manual, which are the NYSE corporate governance standards applicable to foreign private issuers. All written affirmations must be executed in the form provided by the NYSE, without modification. An annual written affirmation is required to be submitted to the NYSE within 30 days of filing with the SEC our annual report on Form 20-F. We have been in compliance with this requirement in all material respects and plan to submit such affirmation within the prescribed time lineline.

 

ITEM 16.H.16H.MINE SAFETY DISCLOSURE

Not applicable.

PART III

 

ITEM 17.FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of responding to this item.

ITEM 18.ITEM 18.FINANCIAL STATEMENTS

Reference is made to Item 19(a) for a list of all financial statements filed as part of this annual report.

 

ITEM 19.EXHIBITS

 

(a)Financial Statements filed as part of this Annual Report:

See Index to Financial Statements on page F-1 of this annual report.

 

(b)Exhibits filed as part of this Annual Report:

See Exhibit Index beginning on page E-1 of this annual report.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: April 30, 201529, 2016

 

SHINHAN FINANCIAL GROUP CO

Shinhan Financial Group Co., LTD.

Ltd.

By:    

/s/ Han Dongwoo

Name: Han Dongwoo
Title:   Chairman and Chief Executive Officer

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

   Page 

Index to Consolidated Financial Statements

   F-1  

Report of Independent Registered Public Accounting Firm

   F-2  

Consolidated Statements of Financial Position

   F-4  

Consolidated Statements of Comprehensive Income

   F-5  

Consolidated Statements of Changes in Equity

   F-7  

Consolidated Statements of Cash Flows

   F-10  

Notes to the Consolidated Financial Statements

   F-12  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Shinhan Financial Group Co., Ltd.:

We have audited the accompanying consolidated statements of financial position of Shinhan Financial Group Co., Ltd. and its subsidiaries (the “Group”) as of December 31, 20132014 and 2014,2015, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2014.2015. We also have audited the Group’s internal control over financial reporting as of December 31, 2014,2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Group’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 20132014 and 20142015 and the results of theirits operations and theirits cash flows for each of the years in the three-year period ended December 31, 2014,2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG Samjong Accounting Corp.

Seoul, Korea

April 30, 201529, 2016

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 20132014 and 20142015

 

(In millions of won)  Notes   2013
(Restated
see note 48)
 2014   Notes   2014 2015 

Assets

          

Cash and due from banks

   4,8,20    16,472,509   20,584,838     4,8,20    W20,584,838   22,024,404  

Trading assets

   4,9,20     18,033,298   24,362,176     4,9,20     24,362,176   22,638,449  

Financial assets designated at fair value through profit or loss

   4,10,20     3,360,765   2,737,375     4,10,20     2,737,375   3,244,166  

Derivative assets

   4,11     1,717,468   1,568,307     4,11     1,568,307   1,994,714  

Loans, net

   4,12,20     205,722,718   221,617,689  

Loans

   4,12,20     221,617,689   246,441,361  

Available-for-sale financial assets

   4,13,20,48     33,596,567   31,418,014     4,13,20     31,418,014   33,966,071  

Held-to-maturity financial assets

   4,13,20     11,031,307   13,373,384     4,13,20     13,373,384   16,192,060  

Property and equipment, net

   14,20     3,214,303   3,147,255  

Intangible assets, net

   15     4,226,378   4,152,843  

Property and equipment

   14,20     3,147,255   3,038,477  

Intangible assets

   15     4,152,843   4,274,896  

Investments in associates

   16     328,567   341,876     16     341,876   393,006  

Current tax receivable

     6,184   10,643       10,643   9,740  

Deferred tax assets

   42,48     196,410   228,356     42     228,356   163,944  

Investment property, net

   17     690,257   267,529  

Other assets, net

   4,18,48     12,451,007   14,202,627  

Investment property

   17     267,529   208,717  

Other assets

   4,18,20     14,202,627   15,945,927  

Assets held for sale

     242,815   8,892       8,892   3,690  
    

 

  

 

     

 

  

 

 

Total assets

311,290,553   338,021,804      W338,021,804   370,539,622  
    

 

  

 

     

 

  

 

 

Liabilities

     

Deposits

 4,21  178,809,881   193,709,738     4,21    W193,709,738   217,676,428  

Trading liabilities

 4,22   1,258,283   2,688,734     4,22     2,688,734   2,135,390  

Financial liabilities designated at fair value through profit or loss

 4,23   5,909,130   8,996,181     4,23     8,996,181   8,916,332  

Derivative liabilities

 4,11,48   2,019,395   1,717,555     4,11     1,717,555   2,599,288  

Borrowings

 4,24   20,142,908   22,973,767     4,24     22,973,767   21,733,865  

Debt securities issued

 4,25   37,491,439   37,334,612     4,25     37,334,612   41,221,284  

Liabilities for defined benefit obligations

 26   117,655   309,457     26     309,457   226,130  

Provisions

 27   750,283   694,165     27     694,165   698,788  

Current tax payable

 239,174   256,993       256,993   142,014  

Deferred tax liabilities

 42   14,625   9,549     42     9,549   11,193  

Liabilities under insurance contracts

 28,48   15,661,827   17,776,280     28     17,776,280   20,058,284  

Other liabilities

 4,29   19,020,815   21,039,865     4,29     21,039,865   23,310,990  
    

 

  

 

     

 

  

 

 

Total liabilities

 281,435,415   307,506,896       307,506,896   338,729,986  
    

 

  

 

     

 

  

 

 

Equity

 30     30     

Capital stock

 2,645,053   2,645,053       2,645,053   2,645,053  

Hybrid bonds

 537,443   537,443       537,443   736,898  

Capital surplus

 9,887,335   9,887,335       9,887,335   9,887,335  

Capital adjustments

 (393,128 (393,405     (393,405 (423,536

Accumulated other comprehensive income

 48   672,967   637,894       637,894   304,771  

Retained earnings

 48   14,188,480   15,869,779       15,869,779   17,689,134  
    

 

  

 

     

 

  

 

 

Total equity attributable to equity holders of Shinhan Financial Group Co., Ltd.

 27,538,150   29,184,099       29,184,099   30,839,655  

Non-controlling interests

 30   2,316,988   1,330,809       1,330,809   969,981  
    

 

  

 

     

 

  

 

 

Total equity

 29,855,138   30,514,908       30,514,908   31,809,636  
    

 

  

 

     

 

  

 

 

Total liabilities and equity

311,290,553   338,021,804      W338,021,804   370,539,622  
    

 

  

 

     

 

  

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2012, 2013, 2014 and 20142015

 

(In millions of won)  Notes   2012
(Restated
see note 48)
 2013
(Restated
see note 48)
 2014   Notes   2013 2014 2015 

Interest income

    13,998,521   12,591,322   12,060,507      W12,591,322   12,060,507   11,129,704  

Interest expense

     (7,018,803 (5,986,438 (5,270,707     (5,986,438 (5,270,707 (4,436,771
    

 

  

 

  

 

     

 

  

 

  

 

 

Net interest income

 32,48   6,979,718   6,604,884   6,789,800     32     6,604,884   6,789,800   6,692,933  
    

 

  

 

  

 

     

 

  

 

  

 

 

Fees and commission income

 3,491,151   3,489,668   3,560,500       3,489,668   3,560,500   3,896,529  

Fees and commission expense

 (1,948,006 (2,103,313 (2,091,342     (2,103,313 (2,091,342 (2,275,550
    

 

  

 

  

 

     

 

  

 

  

 

 

Net fees and commission income

 33   1,543,145   1,386,355   1,469,158     33     1,386,355   1,469,158   1,620,979  
    

 

  

 

  

 

     

 

  

 

  

 

 

Insurance income

 4,434,009   4,230,013   4,221,120       4,230,013   4,221,120   4,447,828  

Insurance expenses

 (4,645,384 (4,612,791 (4,634,320     (4,612,791 (4,634,320 (4,879,989
    

 

  

 

  

 

     

 

  

 

  

 

 

Net insurance loss

 28,48   (211,375 (382,778 (413,200   28     (382,778 (413,200 (432,161
    

 

  

 

  

 

     

 

  

 

  

 

 

Dividend income

 34,48   174,325   155,984   175,798     34     155,984   175,798   308,277  

Net trading income

 35,48   607,861   74,912   262,492  

Net trading income (expenses)

   35     74,912   262,492   (344,098

Net foreign currency transaction gain

 280,028   296,187   223,718       296,187   223,718   78,236  

Net loss on financial instruments designated at fair value through profit or loss

 36   (532,070 (122,020 (360,972

Net gain (loss) on financial instruments designated at fair value through profit or loss

   36     (122,020 (360,972 459,765  

Net gain on disposal of available-for-sale financial assets

 13   535,578   700,609   680,931     13     700,609   680,931   772,474  

Impairment losses on financial assets

 37   (1,416,220 (1,339,897 (1,174,379   37     (1,339,897 (1,174,379 (1,264,053

General and administrative expenses

 38   (4,061,576 (4,202,550 (4,462,883   38     (4,202,550 (4,462,883 (4,475,068

Other operating expenses, net

 40   (723,519 (539,687 (535,653   40     (539,687 (535,653 (444,143
    

 

  

 

  

 

     

 

  

 

  

 

 

Operating income

 3,175,895   2,631,999   2,654,810       2,631,999   2,654,810   2,973,141  

Equity method income

 16   27,538   7,286   30,580     16     7,286   30,580   20,971  

Other non-operating income, net

 41   25,131   37,268   182,186     41     37,268   182,186   146,465  
    

 

  

 

  

 

     

 

  

 

  

 

 

Profit before income taxes

 3,228,564   2,676,553   2,867,576       2,676,553   2,867,576   3,140,577  
    

 

  

 

  

 

     

 

  

 

  

 

 

Income tax expense

 42,48   738,226   621,214   667,965     42     621,214   667,965   694,619  
    

 

  

 

  

 

     

 

  

 

  

 

 

Profit for the year

 30,43,48  2,490,338   2,055,339   2,199,611      W2,055,339   2,199,611   2,445,958  
    

 

  

 

  

 

     

 

  

 

  

 

 

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Continued)

For the years ended December 31, 2012, 2013, 2014 and 20142015

 

(In millions of won, except earnings per share)  Notes   2012
(Restated

see note 48)
  2013
(Restated
see note 48)
  2014 

Other comprehensive income (loss) for the year, net of income tax

      

Items that are or may be reclassified to profit or loss:

      

Foreign currency translation adjustments for foreign operations

    (84,917  (57,845  (12,868

Net change in unrealized fair value of available-for-sale financial assets

     13,441    (268,943  135,908  

Equity in other comprehensive income of associates

     4,097    (4,811  6,255  

Net change in unrealized fair value of cash flow hedges

     15,655    6,089    (16,378

Other comprehensive income (loss) of separate account

     570    (1,829  5,820  
    

 

 

  

 

 

  

 

 

 
 (51,154 (327,339 118,737  

Items that will never be reclassified to profit or loss:

Remeasurements of the defined benefit liability

 179   18,599   (154,416
    

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of income tax

 30,48   (50,975 (308,740 (35,679
    

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

2,439,363   1,746,599   2,163,932  
    

 

 

  

 

 

  

 

 

 

Net income attributable to:

Equity holders of Shinhan Financial Group Co., Ltd.

 30,43,48  2,320,319   1,898,577   2,081,110  

Non-controlling interest

 170,019   156,762   118,501  
    

 

 

  

 

 

  

 

 

 
2,490,338   2,055,339   2,199,611  
    

 

 

  

 

 

  

 

 

 

Total comprehensive income attributable to:

Equity holders of Shinhan Financial Group Co., Ltd.

 48  2,267,660   1,591,423   2,046,037  

Non-controlling interest

 171,703   155,176   117,895  
    

 

 

  

 

 

  

 

 

 
2,439,363   1,746,599   2,163,932  
    

 

 

  

 

 

  

 

 

 

Earnings per share:

 30,43,48  

Basic earnings per share in won

4,681   3,810   4,195  
    

 

 

  

 

 

  

 

 

 

Diluted earnings per share in won

4,681   3,810   4,195  
    

 

 

  

 

 

  

 

 

 

(In millions of won, except earnings per share)  Notes   2013  2014  2015 

Other comprehensive income (loss) for the year, net of income tax

      

Items that are or may be reclassified to profit or loss:

      

Foreign currency translation adjustments for foreign operations

    W(57,845  (12,868  (6,469

Net change in unrealized fair value of available-for-sale financial assets

     (268,943  135,908    (265,990

Equity in other comprehensive income of associates

     (4,811  6,255    11,624  

Net change in unrealized fair value of cash flow hedges

     6,089    (16,378  2,932  

Other comprehensive income (loss) of separate account

     (1,829  5,820    3,092  
    

 

 

  

 

 

  

 

 

 
     (327,339  118,737    (254,811

Items that will never be reclassified to profit or loss:

      

Remeasurements of the defined benefit liability

     18,599    (154,416  (81,813
    

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of income tax

   30     (308,740  (35,679  (336,624
    

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

    W1,746,599    2,163,932    2,109,334  
    

 

 

  

 

 

  

 

 

 

Profit for the year attributable to:

      

Equity holders of Shinhan Financial Group Co., Ltd.

   30,43    W1,898,577    2,081,110    2,367,171  

Non-controlling interest

     156,762    118,501    78,787  
    

 

 

  

 

 

  

 

 

 
    W2,055,339    2,199,611    2,445,958  
    

 

 

  

 

 

  

 

 

 

Total comprehensive income attributable to:

      

Equity holders of Shinhan Financial Group Co., Ltd.

    W1,591,423    2,046,037    2,034,048  

Non-controlling interest

     155,176    117,895    75,286  
    

 

 

  

 

 

  

 

 

 
    W1,746,599    2,163,932    2,109,334  
    

 

 

  

 

 

  

 

 

 

Earnings per share:

   30,43      

Basic and diluted earnings per share in won

    W3,810    4,195    4,789  
    

 

 

  

 

 

  

 

 

 
    W3,810    4,195    4,789  
    

 

 

  

 

 

  

 

 

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the yearyears ended December 31, 2012, 2013, 2014 and 2014 (Restated, see note 48)2015

 

(In millions of won) Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total  Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total 
 Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total  Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total 

Balance at January 1, 2012

 2,645,053   238,582   9,886,849   (392,654 1,032,780   11,046,478   24,457,088   2,462,304   26,919,392  

Effect of prior period misstatement

  —      —      —      —      —     119   119    —     119  

Balance at January 1, 2012 (restated)

 2,645,053   238,582   9,886,849   (392,654 1,032,780   11,046,597   24,457,207   2,462,304   26,919,511  

Balance at January 1, 2013

 W2,645,053   537,443   9,887,199   (393,097 980,121   12,713,720   26,370,439   2,541,253   28,911,692  

Total comprehensive income for the year

                  

Profit for the year

  —      —      —      —      —     2,320,319   2,320,319   170,019   2,490,338    —      —      —      —      —     1,898,577   1,898,577   156,762   2,055,339  

Other comprehensive income (loss), net of income tax:

                  

Foreign currency translation adjustments

  —      —      —      —     (84,695  —     (84,695 (222 (84,917  —      —      —      —     (57,825  —     (57,825 (20 (57,845

Net change in unrealized fair value of available-for-sale financial assets

  —      —      —      —     12,852    —     12,852   589   13,441    —      —      —      —     (267,694  —     (267,694 (1,249 (268,943

Equity in other comprehensive income of associates

  —      —      —      —     4,097    —     4,097    —     4,097    —      —      —      —     (4,811  —     (4,811  —     (4,811

Net change in unrealized fair value of cash flow hedges

  —      —      —      —     15,655    —     15,655    —     15,655    —      —      —      —     6,089    —     6,089    —     6,089  

Other comprehensive income of separate account

  —      —      —      —     570    —     570    —     570    —      —      —      —     (1,829  —     (1,829  —     (1,829

Remeasurements of defined benefit plans

  —      —      —      —     (1,138  —     (1,138 1,317   179    —      —      —      —     18,916    —     18,916   (317 18,599  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other comprehensive income (loss)

 —     —     —     —     (52,659 —     (52,659 1,684   (50,975  —      —      —      —     (307,154  —     (307,154 (1,586 (308,740
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

 —     —     —     —     (52,659 2,320,319   2,267,660   171,703   2,439,363    —      —      —      —     (307,154 1,898,577   1,591,423   155,176   1,746,599  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other changes in equity

         

Dividends

 —     —     —     —     —     (629,508 (629,508 —     (629,508  —      —      —      —      —     (393,878 (393,878  —     (393,878

Dividends to hybrid bonds

 —     —     —     —     —     (23,688 (23,688 —     (23,688  —      —      —      —      —     (29,939 (29,939  —     (29,939

Issuance of hybrid bonds

 —     298,861   —     —     —     —     298,861   —     298,861  

Change in other capital surplus

 —     —     350   —     —     —     350   —     350    —      —     136    —      —      —     136    —     136  

Change in other capital adjustments

 —     —     —     (443 —     —     (443 —     (443  —      —      —     (31  —      —     (31  —     (31

Redemption of subsidiary’s hybrid bonds and others

 —     —     —     —     —     —     —     (92,754 (92,754

Change in other non-controlling interests

  —      —      —      —      —      —      —     (379,441 (379,441
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 —     298,861   350   (443 —     (653,196 (354,428 (92,754 (447,182  —      —     136   (31  —     (423,817 (423,712 (379,441 (803,153
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2012 (restated)

2,645,053   537,443   9,887,199   (393,097 980,121   12,713,720   26,370,439   2,541,253   28,911,692  

Balance at December 31, 2013

 W2,645,053   537,443   9,887,335   (393,128 672,967   14,188,480   27,538,150   2,316,988   29,855,138  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Continued)

For the yearyears ended December 31, 2012, 2013, 2014 and 2014 (Restated, see note 48)2015

 

(In millions of won) Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total  Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total 
 Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total  Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total 

Balance at January 1, 2013

 2,645,053   537,443   9,887,199   (393,097 980,121   12,715,172   26,371,891   2,541,253   28,913,144  

Effect of prior period misstatement

  —      —      —      —      —     (1,452 (1,452  —     (1,452

Balance at January 1, 2013 (restated)

 2,645,053   537,443   9,887,199   (393,097 980,121   12,713,720   26,370,439   2,541,253   28,911,692  

Balance at January 1, 2014

 W2,645,053   537,443   9,887,335   (393,128 672,967   14,188,480   27,538,150   2,316,988   29,855,138  

Total comprehensive income for the year

                  

Profit for the year

  —      —      —      —      —     1,898,577   1,898,577   156,762   2,055,339    —      —      —      —      —     2,081,110   2,081,110   118,501   2,199,611  

Other comprehensive income (loss), net of income tax:

                  

Foreign currency translation adjustments

  —      —      —      —     (57,825  —     (57,825 (20 (57,845  —      —      —      —     (11,984  —     (11,984 (884 (12,868

Net change in unrealized fair value of available-for-sale financial assets

  —      —      —      —     (267,694  —     (267,694 (1,249 (268,943  —      —      —      —     134,507    —     134,507   1,401   135,908  

Equity in other comprehensive income of associates

  —      —      —      —     (4,811  —     (4,811  —     (4,811  —      —      —      —     6,255    —     6,255    —     6,255  

Net change in unrealized fair value of cash flow hedges

  —      —      —      —     6,089    —     6,089    —     6,089    —      —      —      —     (16,378  —     (16,378  —     (16,378

Other comprehensive income of separate account

  —      —      —      —     (1,829  —     (1,829  —     (1,829  —      —      —      —     5,820    —     5,820    —     5,820  

Remeasurements of defined benefit plans

  —      —      —      —     18,916    —     18,916   (317 18,599    —      —      —      —     (153,293  —     (153,293 (1,123 (154,416
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other comprehensive income (loss)

 —     —     —     —     (307,154 —     (307,154 (1,586 (308,740  —      —      —      —     (35,073  —     (35,073 (606 (35,679
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

 —     —     —     —     (307,154 1,898,577   1,591,423   155,176   1,746,599    —      —      —      —     (35,073 2,081,110   2,046,037   117,895   2,163,932  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other changes in equity

         

Dividends

 —     —     —     —     —     (393,878 (393,878 —     (393,878  —      —      —      —      —     (370,168 (370,168  —     (370,168

Dividends to hybrid bonds

 —     —     —     —     —     (29,939 (29,939 —     (29,939  —      —      —      —      —     (29,940 (29,940  —     (29,940

Change in other capital surplus

 —     —     136   —     —     —     136   —     136  

Change in other capital adjustments

 —     —     —     (31 —     —     (31 —     (31  —      —      —     (277  —      —     (277  —     (277

Change in other retained earnings

  —      —      —      —      —     297   297    —     297  

Redemption of subsidiary’s hybrid bonds and others

 —     —     —     —     —     —     —     (379,441 (379,441  —      —      —      —      —      —      —     (1,104,074 (1,104,074
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 —     —     136   (31 —     (423,817 (423,713 (379,441 (803,153  —      —      —     (277  —     (399,811 (400,088 (1,104,074 (1,504,162
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013 (restated)

2,645,053   537,443   9,887,335   (393,128 672,967   14,188,480   27,538,150   2,316,988   29,855,138  

Balance at December 31, 2014

 W2,645,053   537,443   9,887,335   (393,405 637,894   15,869,779   29,184,099   1,330,809   30,514,908  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Continued)

For the yearyears ended December 31, 2012, 2013, 2014 and 2014 (Restated, see note 48)2015

 

(In millions of won) Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total  Equity attributable to equity holders of Shinhan Financial Group Co., Ltd. Non-
controlling
interests
  Total 
 Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total  Capital
stock
 Hybrid
bonds
 Capital
surplus
 Capital
adjustments
 Accumulated
other compre-
hensive income
 Retained
earnings
 Sub-total 

Balance at January 1, 2014

 2,645,053   537,443   9,887,335   (393,128 671,807   14,194,163   27,542,673   2,316,988   29,859,661  

Change in accounting policy

  —      —      —      —     1,160   (1,611 (451  —     (451

Effect of prior period misstatement

  —      —      —      —      —     (4,072 (4,072  —     (4,072

Balance at January 1, 2014 (restated)

 2,645,053   537,443   9,887,335   (393,128 672,967   14,188,480   27,538,150   2,316,988   29,855,138  

Balance at January 1, 2015

 W2,645,053   537,443   9,887,335   (393,405 637,894   15,869,779   29,184,099   1,330,809   30,514,908  

Total comprehensive income for the year

                  

Profit for the year

  —      —      —      —      —     2,081,110   2,081,110   118,501   2,199,611    —      —      —      —      —     2,367,171   2,367,171   78,787   2,445,958  

Other comprehensive income (loss), net of income tax:

                  

Foreign currency translation adjustments

  —      —      —      —     (11,984  —     (11,984 (884 (12,868  —      —      —      —     (5,630  —     (5,630 (839 (6,469

Net change in unrealized fair value of available-for-sale financial assets

  —      —      —      —     134,507    —     134,507   1,401   135,908    —      —      —      —     (265,910  —     (265,910 (80 (265,990

Equity in other comprehensive income of associates

  —      —      —      —     6,255    —     6,255    —     6,255    —      —      —      —     11,624    —     11,624    —     11,624  

Net change in unrealized fair value of cash flow hedges

  —      —      —      —     (16,378  —     (16,378  —     (16,378  —      —      —      —     2,932    —     2,932    —     2,932  

Other comprehensive income of separate account

  —      —      —      —     5,820    —     5,820    —     5,820    —      —      —      —     3,092    —     3,092    —     3,092  

Remeasurements of defined benefit plans

  —      —      —      —     (153,293  —     (153,293 (1,123 (154,416  —      —      —      —     (79,231  —     (79,231 (2,582 (81,813
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other comprehensive income (loss)

 —     —     —     —     (35,073 —     (35,073 (606 (35,679  —      —      —      —     (333,123  —     (333,123 (3,501 (336,624
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

 —     —     —     —     (35,073 2,081,110   2,046,037   117,895   2,163,932    —      —      —      —     (333,123 2,367,171   2,034,048   75,286   2,109,334  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other changes in equity

         

Dividends

 —     —     —     —     —     (370,168 (370,168 —     (370,168  —      —      —      —      —     (512,428 (512,428  —     (512,428

Dividends to hybrid bonds

 —     —     —     —     —     (29,940 (29,940 —     (29,940  —      —      —      —      —     (34,488 (34,488  —     (34,488

Issuance of hybrid bonds

  —     199,455    —      —      —      —     199,455    —     199,455  

Change in other capital adjustments

 —     —     —     (277 —     —     (277 —     (277  —      —      —     (30,131  —     (900 (31,031  —     (31,031

Change in other retained earnings

 —     —     —     —     —     297   297   —     297  

Redemption of subsidiary’s hybrid bonds and others

 —     —     —     —     —     —     —     (1,104,074 (1,104,074

Change in other non-controlling interests

  —      —      —      —      —      —      —     (436,114 (436,114
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 —     —     —     (277 —     (399,811 (400,088 (1,104,074 (1,504,162  —     199,455    —     (30,131  —     (547,816 (378,492 (436,114 (814,606
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

2,645,053   537,443   9,887,335   (393,405 637,894   15,869,779   29,184,099   1,330,809   30,514,908  

Balance at December 31, 2015

 W2,645,053   736,898   9,887,335   (423,536 304,771   17,689,134   30,839,655   969,981   31,809,636  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2012, 2013, 2014 and 20142015

 

(In millions of won)  Notes   2012
(Restated
see note 48)
 2013
(Restated
see note 48)
 2014   Notes   2013 2014 2015 

Cash flows from operating activities

            

Profit before income taxes

    3,228,564   2,676,553   2,867,576      W2,676,553   2,867,576   3,140,577  

Adjustments for:

            

Interest income

   32     (13,998,521 (12,591,322 (12,060,507   32     (12,591,322 (12,060,507 (11,129,704

Interest expense

   32     7,018,803   5,986,438   5,270,707     32     5,986,438   5,270,707   4,436,771  

Dividend income

   34     (174,325 (155,984 (175,798   34     (155,984 (175,798 (308,277

Net fees and commission expense

     39,142   82,410   166,204       82,410   166,204   168,313  

Net insurance loss

   28     3,043,780   2,764,340   2,583,739       2,764,340   2,583,739   2,714,061  

Net trading loss (gain)

   35     (414,253 227,976   151,525  

Net trading loss

   35     227,976   151,525   751,811  

Net foreign currency translation loss (gain)

     (86,820 (2,520 31,356       (2,520 31,356   163,417  

Net loss (gain) on financial assets designated at fair value through profit or loss

   36     353,830   (177,645 117,137  

Net loss (gain) on financial instruments designated at fair value through profit or loss

   36     (177,645 117,137   (748,959

Net gain on disposal of available-for-sale financial assets

   13     (535,578 (700,609 (680,931   13     (700,609 (680,931 (772,474

Provision for credit losses

   12     1,315,365   1,124,927   944,429     37     1,124,927   944,429   1,021,711  

Impairment losses on other financial assets

     100,855   214,970   229,951       214,970   229,951   242,342  

Employee costs

     146,501   80,600   143,330       80,600   143,330   185,222  

Depreciation and amortization

   38     298,836   319,730   312,966     38,40     319,730   312,966   278,882  

Other operating loss (income)

     (534,076 61,074   (213,139     61,074   (213,139 (623,639

Equity method income, net

   16     (27,538 (7,286 (30,580   16     (7,286 (30,580 (20,971

Other non-operating loss (income), net

     (23,054 15,510   (117,933     15,510   (117,933 (18,463
    

 

  

 

  

 

     

 

  

 

  

 

 
 (3,477,053 (2,757,391 (3,327,544     (2,757,391 (3,327,544 (3,659,957
    

 

  

 

  

 

     

 

  

 

  

 

 

Changes in assets and liabilities:

      

Due from banks

 1,843,530   (1,954,448 (4,542,186     (1,954,448 (4,542,186 (1,926,814

Trading assets and liabilities

 (1,414,528 (1,305,364 (4,711,789     (1,305,364 (4,711,789 1,583,631  

Financial instruments designated at fair value through profit or loss

 467,291   396,252   3,593,303       396,252   3,593,303   210,582  

Derivative instruments

 301,268   23,171   (261,032     23,171   (261,032 (382,276

Loans

 (8,940,062 (7,444,790 (16,978,229     (7,444,790 (16,978,229 (24,731,045

Other assets

 (3,232,456 (65,799 (2,012,074     (65,799 (2,012,074 (3,562,267

Deposits

 8,444,336   5,825,422   14,994,221       5,825,422   14,994,221   23,246,539  

Liabilities for defined benefit obligations

 26   (206,635 (140,462 (141,614   26     (140,462 (141,614 (347,926

Provisions

 27   (154,851 (105,796 (128,531   27     (105,796 (128,531 (71,272

Other liabilities

 6,530,566   (2,315,596 3,079,941       (2,315,596 3,079,941   3,578,899  
    

 

  

 

  

 

     

 

  

 

  

 

 
 3,638,459   (7,087,410 (7,107,990     (7,087,410 (7,107,990 (2,401,949
    

 

  

 

  

 

     

 

  

 

  

 

 

Income taxes paid

 (1,074,846 (695,725 (667,784     (695,725 (667,784 (640,393

Interest received

 13,569,246   12,499,754   11,732,050       12,499,754   11,732,050   10,921,869  

Interest paid

 (6,990,531 (5,891,494 (5,789,333     (5,891,494 (5,789,333 (4,700,685

Dividends received

 174,475   156,196   212,381       156,196   212,381   310,852  
    

 

  

 

  

 

     

 

  

 

  

 

 

Net cash provided by (used in) operating activities

9,068,314   (1,099,517 (2,080,644    W(1,099,517 (2,080,644 2,970,314  
    

 

  

 

  

 

     

 

  

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)(continued)

For the years ended December 31, 2012, 2013, 2014 and 20142015

 

(In millions of won)  Notes   2012
(Restated
see note 48)
 2013
(Restated
see note 48)
 2014   Notes   2013 2014 2015 

Cash flows from investing activities

            

Proceeds from disposal of financial assets designated at fair value through profit or loss

    52,909   57,833    —        W57,833    —      —    

Acquisition of financial assets designated at fair value through profit or loss

     (134,507 (7,937  —         (7,937  —      —    

Proceeds from disposal of available-for-sale financial assets

     40,687,182   29,917,886   32,886,606       29,917,886   32,886,606   31,592,380  

Acquisition of available-for-sale financial assets

     (42,572,548 (26,999,720 (30,227,793     (26,999,720 (30,227,793 (33,755,811

Proceeds from redemption of held-to-maturity financial assets

     2,684,122   2,393,951   2,667,782       2,393,951   2,667,782   2,414,031  

Acquisition of held-to-maturity financial assets

     (2,489,373 (1,806,589 (4,959,391     (1,806,589 (4,959,391 (5,150,329

Proceeds from disposal of property and equipment

   14,41     8,017   29,021   32,377     14,41     29,021   32,377   8,760  

Acquisition of property and equipment

   14     (292,898 (294,003 (182,130   14     (294,003 (182,130 (124,844

Proceeds from disposal of intangible assets

   15,41     6,711   8,097   10,275     15,41     8,097   10,275   5,463  

Acquisition of intangible assets

   15     (123,736 (154,407 (62,984   15     (154,407 (62,984 (132,636

Proceeds from disposal of investments in associates

     50,125   27,466   77,592       27,466   77,592   35,396  

Acquisition of investments in associates

     (43,353 (55,389 (61,289     (55,389 (61,289 (30,927

Proceeds from disposal of investment property

   17,41     2,880   38,085   676,496     17,41     38,085   676,496   16,171  

Acquisition of investment property

   17     (296,316 (234,432 (1,037   17     (234,432 (1,037 (10,296

Proceeds from disposal of assets held for sale

     6,489   49,185   232,365       49,185   232,365   88,235  

Net decrease (increase) in other assets

     (166,593 39,509   (128,080

Proceeds from settlement of hedging derivative financial instruments for available-for-sale financial assets

     (58 2,073    —         2,073    —     5,000  

Business combination, net of cash acquired

   45     95,270   385,291    —    

Payment for settlement of hedging derivative financial instruments for available-for-sale financial assets

     —      —     (63,847

Business combination, net of cash acquired (used)

   45     385,291    —     (163,172

Other, net

     39,509   (128,080 (22,173
    

 

  

 

  

 

     

 

  

 

  

 

 

Net cash provided by (used in) investing activities

 (2,525,677 3,395,920   960,789       3,395,920   960,789   (5,288,599
    

 

  

 

  

 

     

 

  

 

  

 

 

Cash flows from financing activities

      

Issuance of hybrid bond

 298,860   —     —         —      —     199,455  

Proceeds from borrowings

 22,256,148   21,665,428   30,493,012  

Repayments of borrowings

 (22,743,958 (21,142,955 (27,895,195

Net increase (decrease) in borrowings

     522,473   2,597,817   (1,557,883

Proceeds from debt securities issued

 11,696,281   10,338,560   10,262,773       10,338,560   10,262,773   16,512,720  

Repayments of debt securities issued

 (12,506,217 (11,352,135 (10,619,073     (11,352,135 (10,619,073 (12,867,244

Repayments of preferred stock

 (3,765,124 —     —    

Net increase (decrease) in other liabilities

 20,996   31,893   (28,842

Dividends paid

 (650,697 (424,014 (399,791     (424,014 (399,791 (546,160

Payment of hedging derivative financial instruments for debt securities issued

 36,752   (24,292 (20,980

Proceeds from settlement of hedging derivative financial instruments for debt securities issued

     —      —     23,270  

Payment for settlement of hedging derivative financial instruments for debt securities issued

     (24,292 (20,980 (17,342

Redemption of subsidiary’s hybrid bonds and others

 (164,874 (379,441 (1,105,051     (379,441 (1,105,051 (426,808

Other, net

     31,893   (28,842 (7,258
    

 

  

 

  

 

     

 

  

 

  

 

 

Net cash provided by (used in) financing activities

 (5,521,833 (1,286,956 686,853       (1,286,956 686,853   1,312,750  
    

 

  

 

  

 

     

 

  

 

  

 

 

Effect of exchange rate fluctuations on cash and cash equivalents held

 4,316   3,964   16,237       3,964   16,237   8,375  
    

 

  

 

  

 

     

 

  

 

  

 

 

Increase (decrease) in cash and cash equivalents

 1,025,120   1,013,411   (416,765     1,013,411   (416,765 (997,160
    

 

  

 

  

 

     

 

  

 

  

 

 

Cash and cash equivalents at beginning of period

 45   3,982,645   5,007,765   6,021,176     45     5,007,765   6,021,176   5,604,411  
    

 

  

 

  

 

     

 

  

 

  

 

 

Cash and cash equivalents at end of period

 45  5,007,765   6,021,176   5,604,411     45    W6,021,176   5,604,411   4,607,251  
    

 

  

 

  

 

     

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

1.Reporting entity

Shinhan Financial Group Co., Ltd., the controlling company, and its subsidiaries included in consolidation (collectively the “Group”) are summarized as follows:

 

 (a)Controlling company

Shinhan Financial Group Co., Ltd. (the “Shinhan Financial Group”, or “Parent Company”) was incorporated on September 1, 2001 through a business combination involving the exchange of Shinhan Financial Group’s common stock with the former stockholders of Shinhan Bank Co., Ltd., Shinhan Investment Corp., Shinhan Capital Co., Ltd. and Shinhan BNP Paribas Asset Management Co., Ltd.2001. Shinhan Financial Group’s shares werehas been listed on the Korea Exchange onsince September 10, 2001 and Shinhan Financial Group’s American Depository Shares were listed on the New York Stock Exchange onsince September 16, 2003.

 

 (b)Ownership of Shinhan Financial Group and its majormaterial consolidated subsidiaries as of December 31, 20132014 and 20142015 are as follows:

 

   Date of financial
information
  Ownership (%)    Date of financial
information
  Ownership (%) 

Investor

  

Investee (*1)

 Location   2013   2014   

Investee (*1)

 Location   2014   2015 

Shinhan Financial Group

  Shinhan Bank Co., Ltd. Korea December 31   100.0     100.0  

Shinhan Financial Group Co., Ltd.

  Shinhan Bank Co., Ltd. Korea December 31   100.0     100.0  

  Shinhan Card Co., Ltd.     100.0     100.0    Shinhan Card Co., Ltd.     100.0     100.0  

  Shinhan Investment Corp.     100.0     100.0    Shinhan Investment Corp.     100.0     100.0  

  Shinhan Life Insurance Co., Ltd.     100.0     100.0    Shinhan Life Insurance Co., Ltd.     100.0     100.0  

  Shinhan Capital Co., Ltd.     100.0     100.0    Shinhan Capital Co., Ltd.     100.0     100.0  

  Jeju Bank     68.9     68.9    Jeju Bank     68.9     68.9  

  Shinhan Credit Information Co., Ltd.     100.0     100.0    Shinhan Credit Information Co., Ltd.     100.0     100.0  

  Shinhan Private Equity Inc.     100.0     100.0    Shinhan Private Equity Inc.     100.0     100.0  

  

Shinhan BNP Paribas Asset Management Co., Ltd.

     65.0     65.0    

Shinhan BNP Paribas Asset Management Co., Ltd.

     65.0     65.0  

  SHC Management Co., Ltd.     100.0     100.0    SHC Management Co., Ltd.     100.0     100.0  

  Shinhan Data system     100.0     100.0    Shinhan Data System     100.0     100.0  

  Shinhan Savings Bank     100.0     100.0    Shinhan Savings Bank     100.0     100.0  

  Shinhan AITAS Co., Ltd.     99.8     99.8    Shinhan AITAS Co., Ltd.     99.8     99.8  

Shinhan Bank Co., Ltd.

  Shinhan Asia Limited Hong Kong    99.9     99.9    Shinhan Asia Limited Hong Kong    99.9     99.9  

  Shinhan Bank America USA    100.0     100.0    Shinhan Bank America USA    100.0     100.0  

  Shinhan Bank Europe GmbH Germany    100.0     100.0    Shinhan Bank Europe GmbH Germany    100.0     100.0  

  Shinhan Khmer Bank PLC (*2) Cambodia    90.0     90.0    Shinhan Khmer Bank PLC (*2) Cambodia    90.0     90.0  

  Shinhan Bank Kazakhstan Limited Kazakhstan    100.0     100.0    Shinhan Bank Kazakhstan Limited Kazakhstan    100.0     100.0  

  Shinhan Bank Canada Canada    100.0     100.0    Shinhan Bank Canada Canada    100.0     100.0  

  Shinhan Bank (China) Limited China    100.0     100.0    Shinhan Bank (China) Limited China    100.0     100.0  

  

Shinhan Bank Japan

 Japan    100.0     100.0    Shinhan Bank Japan Japan    100.0     100.0  

  Shinhan Bank Vietnam Ltd. Vietnam    100.0     100.0    Shinhan Bank Vietnam Ltd. Vietnam    100.0     100.0  

  Banco Shinhan de Mexico Mexico    —       100.0  

  PT Bank Metro Express Indonesia    —       97.76  

  PT Centratama Nasional Bank     —       75.0  

Shinhan Card Co., Ltd.

  LLP MFO Shinhan Finance Kazakhstan    —       100.0    LLP MFO Shinhan Finance Kazakhstan    100.0     100.0  

  PT. Shinhan Indo Finance Indonesia    —       50.0  

Shinhan Investment Corp.

  Shinhan Investment Corp. USA Inc. USA    100.0     100.0    Shinhan Investment Corp. USA Inc. USA    100.0     100.0  

  Shinhan Investment Corp. Asia Ltd. Hong Kong    100.0     100.0    Shinhan Investment Corp. Asia Ltd. Hong Kong    100.0     100.0  

  Nam An Securities Co., Ltd. Vietnam    —       100.0  

Shinhan Private Equity Inc.

  HKC&T Co., Ltd. Korea September 30   100.0     100.0    HKC&T Co., Ltd. Korea September 30   100.0     100.0  

  Everdigm, Corp.     45.2     45.2  

Shinhan BNP Paribas Asset Management Co., Ltd.

  

Shinhan BNP Paribas Asset Management (Hong Kong) Limited

 Hong Kong December 31   100.0     100.0    Shinhan BNP Paribas Asset Management (Hong Kong) Limited Hong Kong December 31   100.0     100.0  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

1.Reporting entity (continued)

 

 (*1)Subsidiaries such as trust, beneficiary certificate, corporate restructuring fund and private equity fund which are not actually operating their own business are excluded.
 (*2)Shinhan Savings Bank’s interest of 3.3% in Shinhan Khmer Bank is not included.

 

 (c)Consolidated structured entities

Consolidated structured entities are as follows:

 

Category

  

Consolidated structured entities

  

Description

Trust  

19 trusts managed by Shinhan Bank including development trust

  A trust is consolidated when the Group as a trustee is exposed to variable returns, for example, if principle or interest amounts of the entrusted properties falls below guaranteed amount, the Group should compensate it; and the Group has the ability to affect those returns.

Asset-Backed Securitization

  

MPC Yulchon Green I and 3037 others

  An entity for asset backed securitization is consolidated when the Group has the ability to dispose assets or change the conditions of the assets, is exposed to variable returns and has the ability to affect the variable returns providing credit enhancement and purchases of subordinated securities.
Structured Financing  

SHPE Holdings One Co., Ltd. and 3 others

  An entity established for structured financing relating to real estate, shipping, or mergers and acquisitions is consolidated, when the Group has granted credit to the entity, has sole decision-making authority of these entities due to the entities default, and is exposed to, or has rights to related variable returns.
Investment Fund  

KoFC Shinhan Frontier Champ 2010-4 PEF and 4643 others

  An investment fund is consolidated, when the Group manages or invests assets of the investment funds on behalf of other investors, or has the ability to dismiss the manager of the investment funds, and is exposed to, or has rights to, the variable returns.

 

 (*)The Group provides credit enhancement for the consolidated structured entities providing ABCP purchase commitment amounting to ₩492,195W1,214,305 million for the purpose of credit enhancement of the structure entities.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

2.Basis of preparation

 

 (a)Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. (“IFRS”)

The consolidated financial statements were authorized for issue by the Board of Directors on February 4, 2016, which was submitted for approval to the shareholders’ meeting.

 

 (b)Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position.

 

derivative financial instruments are measured at fair value

 

financial instruments at fair value through profit or loss are measured at fair value

 

available-for-sale financial assets are measured at fair value

 

liabilities for cash-settled share-based payment arrangements are measured at fair value

 

financial liabilities designated as hedged items in a fair value hedge accounting of which changes in fair value attributable to the hedged risk are recognized in profit or loss

 

liabilities for defined benefit plans that are recognized at the net of the total present value of defined benefit obligations less the fair value of plan assets

 

 (c)Functional and presentation currency

The financial statements of the parent and each subsidiary are prepared in functional currency of the respective operation. These consolidated financial statements are presented in Korean won, which is the Parent Company’s functional currency and the currency of the primary economic environment in which the Group operates.

 

 (d)Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with K-IFRSIFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are evaluated on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

 

 (e)Changes in accounting policies

Except for the changes below, the Group has consistently applied the accounting policies set out in Note 3 to all periods presented in these consolidated financial statements.

The Group has adopted the following amendments to standards and new interpretation with a date of initial application of January 1, 2014.2015.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

2.Basis of preparation (continued)

 

i) Offsetting Financial Assets and Financial Liabilities (AmendmentsAmendments to K-IFRS No. 1032)IFRS 8, Operating Segments

The Group has adoptedapplied the amendments to K-IFRS No.1032, ‘Offsetting Financial Assets and Financial Liabilities’IFRS 8,Operating Segments since January 1, 2014.2015. The amendments clarifyamendment requires the meaningdisclosure of ‘currently hasjudgements made by management in applying the aggregation criteria. The disclosures include a legally enforceable rightbrief description of set-off’. Accordingthe operating segments that have been aggregated and the economic indicators that have been assessed in determining whether the operating segments share the similar economic characteristics. In addition, this amendment clarifies that a reconciliation of the total of the reportable segments’ assets to the amendments,entity’s total assets is required only when the rightinformation is regularly provided to set off should not be contingent on a future event, and legally enforceable in the normal course of business, in the event of default, and in the event of insolvency or bankruptcyentity’s chief operating decision maker. The impact of the entity and all of the counterparties. The amendments also state that some gross settlement systems would be considered equivalent to net settlement if they eliminate or result in insignificant credit and liquidity risk and process receivables and payables in a single settlement process or cycle. The amendments do not have significant effects on the Group’s consolidated financial statements.statements is not significant.

ii) K-IFRS No.2121, ‘Levies’Amendments to IFRS 2, Share-based Payment

The Group has adopted K-IFRS No.2121, ‘Levies’applied the amendments to IFRS 2,Share-based Payment since January 1, 2014. K-IFRS No. 21212015. The amendment clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the paymentdefinition of ‘vesting condition’ by separately defining ‘performance condition’ and ‘service condition’. The impact of the levy. The new interpretation does not have significant effectsamendments on the Group’s consolidated financial statements.statements is not significant.

iii) Classification of hybrid financial instruments by the holderAmendments to IFRS 3, Business Combinations

The Group had previously classified its investments in hybrid financial instruments as investments in equity securities from the holder’s perspective. In 2014, the Group has determined that the host contract of a hybrid financial instruments can be classified as either equity or debt instruments based on the interpretation letter issued by Korea Accounting Institute. The Group reclassified hybrid bonds, of which total of face value is ₩130 billion as of December 31, 2014, held for investment purposes by Shinhan Life Insurance from equity securities to debt securities because the purpose of investment by Shinhan Life Insurance was to invest in debt securities for asset-liability management purpose. The Group has applied the amendments to IFRS 3,Business Combinations since January 1, 2015. The amendment clarifies the classification and measurement of contingent consideration in a business combination. When a contingent consideration is a financial instrument, its classification as a liability or equity shall be determined in accordance with IAS 32 and the contingent consideration that is classified as an asset or a liability shall be subsequently measured at fair value of which the changes recognised in profit or loss. In addition, this amendments clarifies that the standard does not apply to the accounting policy retrospectively and restatedfor all types of joint arrangements. The impact of the comparative prior yearamendments on the Group’s consolidated financial statements is not significant.

iv) Amendments to IFRS 13, Fair Value Measurement

The Group has applied the amendments to IFRS 13,Fair Value Measurementsince January 1, 2015. The amendment allows entities to measure short-term receivables and payables that have no stated interest rate at their invoiced amounts without discounting, given the discount is immaterial. In addition, this amendment clarifies that the portfolio exception can be applies to contracts in the scope of IAS 39, even though the contracts do not meet the definition of a financial asset or financial liability. The impact of the amendments on the Group’s consolidated financial statements is not significant.

v) Amendments to IAS 24, Related Party Disclosures

The Group has applied the amendments to IAS 24,Related Party Disclosures since January 1, 2015. The definition of a ‘related party’ is extended to include a management entity that provides key management personnel services to the reporting entity, either directly or through a group entity. The reporting entity is required to separately disclose the expense amount recognised for the key management personnel services. The impact of the amendments on the Group’s consolidated financial statements is not significant.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

2.Basis of preparation (continued)

vi) Amendments to IAS 19, Employee Benefits

The Group has applied the amendments to IAS 19,Employee Benefits since January 1, 2015. The amendments introduce a practical expedient to accounting for defined benefit plan, when employees or third parties pay contributions if certain criteria are met. A company is permitted (but not required) to recognize those contributions as a reduction of the service cost in the period in which the related service is rendered. Service-linked contributions from employees or third parties should be reflected in determining the net current service cost and the relevant disclosures in notesdefined benefit obligation, and should be attributed to the periods of service using the same method as used for calculating the gross benefits or on a straight line basis. The impact of the amendments on the Group’s consolidated financial statements. See note 48 for the effect of the change in accounting policy.statements is not significant.

 

3.Significant accounting policies

The significant accounting policies applied by the Group in preparation of its consolidated financial statements are included below. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements except for the changes in accounting policies as explained in Note 2 (e).

 

 (a)Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Group has reportable segments which consist of banking, credit card, securities, life insurance, and others.

 

 (b)Basis of consolidation

i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for the same transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial statements.

ii) Structured entity

The Group establishes or invests in various structured entities. A structured entity is an entity designed so that its activities are not governed by way of voting rights. When assessing control of a structured entity, the Group considers factors such as the purpose and the design of the investee; its practical ability to direct the

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

relevant activities of the investee; the nature of its relationship with the investee; and the size of its exposure to the variability of returns of the investee. The Group does not recognize any non-controlling interests in the consolidated statements of financial position since the Group’s interests in these entities are recognized as liabilities of the Group.

An entity for asset backed securitization is consolidated when the Group has the ability to dispose assets or change the conditions of the assets, is exposed to variable returns and has the ability to affect the variable returns providing credit enhancement and purchases of subordinated securities.

An entity established for structured financing relating to real estate, shipping, or mergers and acquisitions is consolidated, when the Group has granted credit to the entity, has sole decision-making authority of these entities due to the entities’ default, and is exposed to, or has rights to related variable returns.

An investment fund is consolidated, when the Group manages or invests assets of the investment funds on behalf of other investors, or has the ability to dismiss the manager of the investment funds, and is exposed to, or has rights to, the variable returns.

A trust is consolidated when the Group as a trustee is exposed to variable returns, for example, if principle or interest amounts of the entrusted properties falls below guaranteed amount, the Group should compensate it; and the Group has the ability to affect those returns.

iii) Intra-group transactions

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Intra-group losses are recognized as expense if intra-group losses indicate an impairment that requires recognition in the consolidated financial statements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

iv) Non-controlling interests

Non-controlling interests in a subsidiary are accounted for separately from the parent’s ownership interests in a subsidiary. Each component of net profit or loss and other comprehensive income is attributed to the owners of the parent and non-controlling interest holders, even when the allocation reduces the non-controlling interest balance below zero.

 

 (c)Business combinations

i) Business combinations

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.

Each identifiable asset and liability is measured at its acquisition-date fair value except for below:

 

Leases and insurance contracts are required to be classified on the basis of the contractual terms and other factors

 

Only those contingent liabilities assumed in a business combination that are a present obligation and can be measured reliably are recognized

 

  Deferred tax assets or liabilities are recognized and measured in accordance with K-IFRS No.1012IAS 12Income Taxes

 

  Employee benefit arrangements are recognized and measured in accordance with K-IFRS No.1019IAS 19Employee Benefits

 

Indemnification assets are recognized and measured on the same basis as the indemnified liability or asset

 

Reacquired rights are measured on the basis of the remaining contractual terms of the related contract

 

  Liabilities or equity instruments related to share-based payment transactions are measured in accordance with the method in K-IFRS No.1102IFRS 2Share-based Payment

 

  Assets held for sale are measured at fair value less costs to sell in accordance with K-IFRS No.1105IFRS 5Non-current Assets Held for Sale

As of the acquisition date, non-controlling interests in the acquiree are measured as the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. However, any portion of the acquirer’s share-based payment awards exchanged for awards held by the acquiree’s employees that are included in consideration transferred in the business combination shall be measured in accordance with the method described above rather than at fair value.

Acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. Acquisition-related costs, other than those associated with

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

the issue of debt or equity securities, are expensed in the periods in which the costs are incurred and the services are received. The costs to issue debt or equity securities are recognized in accordance with K-IFRS No.1032IAS 32Financial Instruments: Presentation and K-IFRS No.1039IAS 39Financial Instruments: Recognition and Measurement.

ii) Goodwill

The Group measures goodwill at the acquisition date as:

 

the fair value of the consideration transferred; plus

 

the recognized amount of any non-controlling interests in the acquiree; plus

 

if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

 

the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, bargain purchase gain is recognized immediately in profit or loss.

When the Group additionally acquires non-controlling interest, the Group does not recognize goodwill since the transaction is regarded as equity transaction.

 

 (d)Investments in associates and joint ventures

An associate is an entity in which the Group has significant influence, but not control, over the entity’s financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity or when another entity is classified as a subsidiary by the Banking Act since the Group holds more than 15% of the voting power of another entity.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The investment in an associate and a joint venture is initially recognized at cost, and the carrying amount is increased or decreased to recognize the Group’s share of the profit or loss and changes in equity of the associate and the joint venture after the date of acquisition. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

consolidated financial statements. Intra-group losses are recognized as expense if intra-group losses indicate an impairment that requires recognition in the consolidated financial statements.

If an associate or a joint venture uses accounting policies different from those of the Group for like transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in applying the equity method.

When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has to make payments on behalf of the investee for further losses.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

 

 (e)Cash and cash equivalents

Cash and cash equivalents comprise cash balances and demand deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

 

 (f)Non-derivative financial assets

The Group recognizes and measures non-derivative financial assets by the following four categories: financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets. The Group recognizes financial assets in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Upon initial recognition, non-derivative financial assets are measured at their fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the asset’s acquisition or issuance.

i) Financial assets at fair value through profit or loss

A financial asset is classified as at fair value through profit or loss if it is held for trading or is designated at fair value through profit or loss. Upon initial recognition, transaction costs are recognized in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

 

such designation eliminates or significantly reduces a recognition or measurement inconsistency that would otherwise arise; or

 

the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

 

it forms part of a contract containing one or more embedded derivatives that would be required to be separated from the host contract.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

ii) Held-to-maturity financial assets

A non-derivative financial asset with a fixed or determinable payment and fixed maturity, for which the Group has the positive intention and ability to hold to maturity, are classified as held-to-maturity investments. Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method.

iii) Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

iv) Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity investments or loans and receivables. Subsequent to initial recognition, they are measured at fair value, which changes in fair value, net of any tax effect, recorded in other comprehensive income in equity. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are measured at cost.

v) De-recognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

If the Group retains substantially all the risks and rewards of ownership of the transferred financial assets, the Group continues to recognize the transferred financial assets and recognizes financial liabilities for the consideration received.

vi) Offsetting between financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position only when the Group currently has a legally enforceable right to offset the recognized amounts, and there is the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

 

 (g)Derivative financial instruments including hedge accounting

Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

i) Hedge accounting

The Group holds forward exchange contracts, interest rate swaps, currency swaps and other derivative contracts to manage interest rate risk and foreign exchange risk. The Group designated derivatives as hedging instruments to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecasted transactions or firm commitments (a cash flow hedge).

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship.

 

  

Fair value hedge – Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognized in profit or loss. The gain or loss from remeasuring the hedging instrument

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

at fair value for a derivative hedging instrument and the gain or loss on the hedged item attributable to the hedged risk are recognized in profit or loss in the same line item of the consolidated statement of comprehensive income. The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, or if the hedge no longer meets the criteria for hedge accounting. Any adjustment arising from gain or loss on the hedged item attributable to the hedged risk is amortized to profit or loss from the date the hedge accounting is discontinued.

 

  Cash flow hedge–When a derivative is designated to hedge the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income, net of tax, and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss on the hedging instrument that has been recognized in other comprehensive income is reclassified to profit or loss in the periods during which the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss.

 

  Hedge of net investment–Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognized in profit or loss. When the hedged part of a net investment is disposed of, the relevant amount in the accumulated other comprehensive income is transferred to profit or loss as part of the profit or loss on disposal in accordance with K-IFRS No.1021, ‘TheIAS 21, The Effects of Changes in Foreign Exchange Rates’.Rates.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

ii) Separable embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately only if the following criteria has been met: (a) the economic characteristics and risks of the embedded derivative are not closely related to those of the host contract; (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and (c) the hybrid instrument is not measured at fair value with changes in fair value recognized in profit or loss. Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

iii) Other derivative financial instruments

Changes in the fair value of other derivative financial instrument not designated as a hedging instrument are recognized immediately in profit or loss.

iv) Unobservable valuation differences at initial recognition

Any difference between the fair value of over the counter derivatives at initial recognition and the amount that would be determined at that date using a valuation technique in a situation in which the valuation is dependent on unobservable parameters is not recognized in profit or loss but is recognized on a straight-line basis over the life of the instrument or immediately when the fair value becomes observable.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

 

 (h)Impairment of financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. However, losses expected as a result of future events, regardless of likelihood, are not recognized.

In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

If financial assets have objective evidence that they are impaired, impairment losses should be measured and recognized.

Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the holder of the asset about the following loss events:

 

significant financial difficulty of the issuer or obligor

 

a breach of contract, such as a default or delinquency in interest or principal payments;

 

the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider

 

it becoming probable that the borrower will enter bankruptcy or other financial reorganisationreorganization

 

the disappearance of an active market for that financial asset because of financial difficulties

 

observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

i) Loans and receivables

The Group first assesses whether objective evidence of impairment exists individually for loans and receivables that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on loans and receivables has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition).

If the interest rate of a loan or receivable is a floating rate, the discount rate used to evaluate impairment loss is the current effective interest rate defined in the loan agreement. The present value of estimated future cash flows of secured financial assets is calculated by including cash flows from collateral after deducting costs to acquire and sell the collateral.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

In assessing collective impairment, the Group rates and classifies financial assets, based on credit risk assessment or credit rating assessment process that takes into account asset type, industry, regional location, collateral type, delinquency and other relative factors.

Future cash flow of financial assets applicable to collective impairment assessment is estimated by using statistical modeling of historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the impairment losses are likely to be greater or less than suggested by historical modeling. In adjusting the future cash flow by historical modeling, the result has to be in line with changes and trends of observable data. Methodologies and assumptions used to estimate future cash flow are evaluated on a regular basis in order to reduce any discrepancy between impairment loss estimation and actual loss.

Impairment losses are recognized in profit or loss and reflected in an allowance account against loans and receivables. When a subsequent event causes the amount of impairment loss to decrease, and the decrease can be related objectively to an event occurring after the impairment was recognized, the decrease in impairment loss is reversed through profit or loss of the year.

ii) Available-for-sale financial assets

When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment even though the financial asset has not been derecognized. Impairment losses recognized in profit or loss for an investment in an equity instrument classified as available-for-sale are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss is recognized in profit or loss, the impairment loss is reversed, with the amount of the reversal recognized in profit or loss.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

iii) Held-to-maturity financial assets

An impairment loss in respect of held-to-maturity financial assets measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate and is recognized in profit or loss. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

 

 (i)Property and equipment

Property and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and accumulated impairment losses. The cost of property and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

The cost of replacing a part of an item of property or equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced cost is derecognized. The cost of the day to day servicing of property and equipment are recognized in profit or loss as incurred.

Property and equipment are depreciated on a straight-line basis over the estimated useful lives, which most closely reflect the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets under finance lease are depreciated over the shorter of the lease term and their useful lives.

The estimated useful lives for the current and comparative years are as follows:

 

Descriptions

  

Depreciation method

  

Useful lives

Buildings

  Straight-line  40 years

Other properties

  Straight-line  4~5 years

Depreciation methods, useful lives and residual value are reassessed at each fiscal year-end and any adjustment is accounted for as a change in accounting estimate.

 

 (j)Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, as there are no foreseeable limits to the periods over which club memberships are expected to be available for use, this intangible asset is determined as having indefinite useful lives and not amortized.

 

Descriptions

  

Useful lives

Software, capitalized development cost

  5 years

Other intangible assets

  5 years or contract periods

Amortization periods and the amortization methods for intangible assets with finite useful lives are reviewed at the end of each reporting period. The useful lives of intangible assets that are not being amortized are reviewed at the end of each reporting period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. Changes are accounted for as changes in accounting estimates.

i) Research and development

Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are recognized in profit or loss as incurred.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

ii) Subsequent expenditures

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, are recognized in profit or loss as incurred.

 

 (k)Investment property

Property held for the purpose of earning rentals or benefiting from capital appreciation is classified as investment property. Investment property is measured initially at its cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses.

The estimated useful lives for the current and comparative years are as follows:

 

Descriptions

  

Depreciation method

  

Useful lives

Buildings

  Straight-line  40 years

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

 

 (l)Leased assets

i) Classification of a lease

The Group classifies and accounts for leases as either a finance or operating lease, depending on the terms. Leases where the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

ii) Lessee

Under a finance lease, the lessee recognizes the leased asset and a liability for future lease payments. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Under an operating lease, the lessee recognizes the lease payments as expense over the lease term and does not recognize the leased asset in its statement of financial position.

iii) Lessor

Under a finance lease, the lessor recognizes a finance lease receivable. Over the lease term the lessor accrues interest income on the net investment. The receipts under the lease are allocated between reducing the net investment and recognizing finance income, so as to produce a constant rate of return on the net investment.

Under an operating lease, the lessor recognizes the lease payments as income over the lease term and the leased asset in its statement of financial position.

 

 (m)Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. In order to be

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

classified as held for sale, the asset (or disposal group) must be available for immediate sale in its present condition and its sale must be highly probable. The assets or disposal group that are classified as non-current assets held for sale are measured at the lower of their carrying amount and fair value less cost to sell.

The Group recognizes an impairment loss for any initial or subsequent write-down of an asset (or disposal group) to fair value less costs to sell, and a gain for any subsequent increase in fair value less costs to sell, up to the cumulative impairment loss previously recognized in accordance with K-IFRS No. 1036IAS 36Impairment of Assets.

An asset that is classified as held for sale or part of a disposal group classified as held for sale is not depreciated (or amortized).

 

 (n)Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, other than assets arising from employee benefits, deferred tax assets and assets held for sale, are reviewed at the end of the reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

The Group estimates the recoverable amount of an individual asset. If it is impossible to measure the individual recoverable amount of an asset, then the Group estimates the recoverable amount ofcash-generating unit (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The value in use is estimated by applying a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

Goodwill acquired in a business combination is allocated to each CGU that is expected to benefit from the synergies arising from the goodwill acquired. Any impairment identified at the CGU level will first reduce the carrying value of goodwill and then be used to reduce the carrying amount of the other assets in the CGU on a pro rata basis. Except for impairment losses in respect of goodwill which are never reversed, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

 (o)Non-derivative financial liabilities

The Group classifies non-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Group recognizes financial liabilities in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the financial liability.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

i) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, transaction costs that are directly attributable to the acquisition are recognized in profit or loss as incurred.

The criteria for designation of financial liabilities at FVTPL upon initial recognition are the same as those of financial assets at FVTPL.

ii) Other financial liabilities

Non-derivative financial liabilities other than financial liabilities at fair value through profit or loss are classified as other financial liabilities. At the date of initial recognition, other financial liabilities are

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

measured at fair value minus transaction costs that are directly attributable to the acquisition. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest method.

The Group derecognizes a financial liability from the consolidated statement of financial position when it is extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires).

 

 (p)Foreign currency

i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value is determined.

Foreign currency differences arising on translation are recognized in profit or loss, except for differences arising on the translation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation (see iii) below), or in a qualifying cash flow hedge, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

ii) Foreign operations

If the presentation currency of the Group is different from a foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation is treated as assets and liabilities of the foreign operation. Thus they are expressed in the functional currency of the foreign operation and translated at the closing rate.

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to profit or loss.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the translation reserve.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

iii) Net investment in a foreign operation

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, then foreign currency difference arising on the item which in substance is considered to form part of the net investment in the foreign operation, are recognized in the other comprehensive income and shall be reclassified to profit or loss on disposal of the investment.

 

 (q)Equity

i) Capital stock

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Group’s option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity upon approval by the Group’s shareholders.

Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognized as interest expense in profit or loss as accrued.

ii) Hybrid bonds

The Group classifies issued financial instruments, or their component parts, as a financial liability or an equity instrument depending on the substance of the contractual arrangement of such financial instruments. Hybrid bonds where the Group has an unconditional right to avoid delivering cash or another financial asset to settle a contractual obligation are classified as equity instruments and presented in equity.

iii) Capital adjustments

Changes in ownership interests in a subsidiary that do not result in a loss of control, such as the subsequent purchase or sale by a parent of a subsidiary’s equity instruments, are accounted for as equity transactions in capital adjustments.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

 

 (r)Employee benefits

i) Short-term employee benefits

Short-term employee benefits are employee benefits that are due to be settled within 12 months after the end of the period in which the employees render the related service. When an employee has rendered service to the Group during an accounting period, the Group recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service.

ii) Other long-term employee benefits

Other long-term employee benefits include employee benefits that are settled beyond 12 months after the end of the period in which the employees render the related service, and are calculated at the present value

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

of the amount of future benefit that employees have earned in return for their service in the current and prior periods, less the fair value of any related assets. The present value is determined by discounting the expected future cash flows using the interest rate of corporate bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. Any actuarial gains and losses are recognized in profit or loss in the period in which they arise.

iii) Retirement benefits: defined contribution plans

When an employee has rendered service to the Group during a period, the Group recognizes the contribution payable to a defined contribution plan in exchange for that service as a liability (accrued expense), after deducting any contribution already paid. If the contribution already paid exceeds the contribution due for service before the end of the reporting period, the Group recognizes that excess as an asset (prepaid expense) to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

iv) Retirement benefits: defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is deducted. The calculation is performed annually by an independent actuary using the projected unit credit method.

RemeasurementsRemeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in personnel expenses in profit or loss.

The discount rate is the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

the benefits are expected to be paid. The Group recognizes service cost and net interest on the net defined benefit liability (asset) in profit or loss and remeasurementsremeasurement of the net defined benefit liability (asset) in other comprehensive income.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

v) Termination benefits

Termination benefits are recognized as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

 

 (s)Share-based payment transactions

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognized as personnel expense in profit or loss.

 

 (t)Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

Provision shall be used only for expenditures for which the provision was originally recognized.

 

 (u)Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer (the Group) to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the original or modified terms of a debt instrument.

Financial guarantee contracts are initially measured at their fair values and, if not designated as at fair value through profit or loss, are subsequently measured at the higher of:

 

  The amount determined in accordance with K-IFRS No.1037IAS 37Provisions, Contingent Liabilities and Contingent Assets and

 

  The initial amount recognized, less, when appropriate, cumulative amortization recognized in accordance with K-IFRS No.1018.IAS 18Revenue

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

 

 (v)Insurance contracts

Insurance contracts are defined as “a contract under which one party (the insurer) accepts significant insurance risk from another party by agreeing to compensate the policyholder if a specified uncertain future event adversely affects the policyholder”. A contract that qualifies as an insurance contract remains an insurance contract until all rights and obligations are extinguished or expire. Such a contract that does not contain significant insurance risk is classified as an investment contract and is within the scope of K-IFRS No.1039,IAS 39,Financial Instruments,Recognition and Measurement to the extent that it gives rise to a financial asset or financial liability, except if the investment contract contains a Discretionary Participation Features (“DPF”). If the contract has a DPF, the contract is subject to K-IFRS No.1104,IFRS 4,Insurance Contracts.

i) Reserves for insurance contracts

The Group accounts for insurance contracts based on the Insurance Business Law and other related Insurance Supervisory Regulation. These insurance contracts are calculated based on insurance terms, premium and policy reserves approved by the Financial Supervisory Commission, as follows:

 

  Premium reserve – Premium reserve is a liability to prepare for the future claims on the valid contracts. Premium reserve is calculated by deducting discounted net premium from the discounted claims expected to be paid in the future period.

 

  Unearned premium reserve –Unearned premium reserve represents the portion of premiums written which is applicable to the unexpired portion of policies in force.

 

  Guarantee reserve –At the end of reporting period, the Group is required to make reserve on the outstanding insurance contracts to guarantee a certain level of benefit payments for the amount equalsequal to the average amount of net losses of the worst 30% of cases forecasted by scenarios or the standard reserve amount, as defined by Financial Supervisory Service, by insurance type and the lowest insured amount, whichever is greater.

 

  Reserve for outstanding claimsReserve for outstanding claims is an estimate of loss for insured events that have occurred prior to the date of the statement of financial position but for which a fixed value cannot be determined, which includes the following:

 

Estimated amount: The expenses to be incurred in the course of settlement of the insured event, such as lawsuit or arbitration (if partial amount is settled, the remainder is recognized)

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

 

Reserve for ineffective contracts: Reserve for ineffective contracts due to default in premium payment (Partial amount of surrender value)

 

Unpaid claims: The amount of claims, surrender value and dividend to be paid is determined but not paid yet

 

IBNR (Incurred But Not Reported): Estimated amount using a reasonable statistical method considering the company’s experience rate

 

  

Reserve for participating policyholder’s dividend – In accordance with regulations and policy terms, reserves for participating policyholder’s dividend are provided for dividend to be paid to the policyholders and comprise the current reserve for policyholder’s dividend and the future reserve for policyholder’s dividend. The current reserve for policyholder’s dividend is the fixed payable dividend amount declared but not paid at the end of the reporting period and the future reserve for policyholder’s

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

dividend is the calculated policyholder’s dividend amount factoring in estimated policy termination rates for the valid insurance policy as at the end of the reporting period.

ii) Policyholders’ equity adjustment

At year end, unrealized holding gains and losses on available-for-sale securities are allocated to policyholders’ equity adjustment by the ratio of the average policy reserve of the participating andnon-participating contracts or the ratio of the investment source at the new acquisition year based on the date of acquisition.

iii) Liability adequacy test (the “LAT”)

Liability adequacy tests are performed by the Group in order to ensure the adequacy of the contract liabilities, net of related deferred acquisition costs and deferred policyholders’ participation liability or asset.

iv) Reinsurance contracts

Transactions relatingAccording to IFRS 4, Insurance Contracts, the Group does not offset:

1) reinsurance assumed and cededassets against the related insurance liabilities; or

2) income or expense from reinsurance contracts against the expense or income from the related insurance contracts.

If reinsurance assets are accounted fordetermined to be impaired, impairment loss is recognized in the consolidated statements of financial positionprofit and comprehensive income in a similar way to direct business transactions provided that these contracts meetloss for the insurance contracts classification requirements and in agreement with contractual clauses.current period.

v) Deferred acquisition costs (the “DAC”)

Policy acquisition costs, which include commissions, certain direct and incremental underwriting and agency expenses associated with acquiring insurance policies, are deferred and amortized using the straight-line method over the contract year, up to seven years. Actual acquisition costs incurred in excess of estimated acquisition costs are expensed.

 

 (w)Financial income and expense

i) Interest

Interest income and expense are recognized in profit or loss using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

through the expected life of the financial asset or liability (or, where appropriate, a shorter year) to the carrying amount of the financial asset or liability. When calculating the effective interest rate, the Group estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses.

The calculation of the effective interest rate includes all fees and points paid or received that are an integral part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the acquisition or issue of a financial asset or liability.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

Once an impairment loss has been recognized on a loan, although the accrual of interest in accordance with the contractual terms of the instrument is discontinued, interest income is recognized at the rate of interest that was used to discount estimated future cash flows for the purpose of measuring the impairment loss.

ii) Fees and commission

Fees and commission income and expense that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate.

Fees and commission income, including account servicing fees, investment management fees, sales commission, placement fees and syndication fees, are recognized as the related services are performed. When a loan commitment is not expected to result in the draw-down of a loan, the related loan commitment fees are recognized on a straight-line basis over the commitment period.

Fees and commission expense relate mainly to transaction and service fees, which are expensed as the services are received.

iii) Dividends

Dividend income is recognized when the right to receive income is established.

 

 (x)Customer loyalty program

For customer loyalty programmes, the fair value of the consideration received or receivable in respect of the initial sale is allocated between award credits (“points”) and other components of the fee and commission income. The Group provides awards, in the form of price discounts and by offering a variety of gifts. The fair value allocated to the points is estimated by reference to the fair value of the monetary and/ornon-monetary benefits for which they could be redeemed. The fair value of the benefits is estimated taking into account the expected redemption rate and the timing of such expected redemptions. Such amount is deferred and recognized as unearned revenue. Unearned revenue is recognized only when the points are redeemed and the Group has fulfilled its obligations to provide the benefits. The amount of revenue recognized in those circumstances is based on the number of points that have been redeemed in exchange for benefits, relative to the total number of points that are expected to be redeemed.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from customer loyalty programmes are lower than the unavoidable cost of meeting its obligations under the programmes.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

 

 (y)Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

i) Current tax

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period and any adjustment to tax payable in

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, and non-taxable or non-deductible items from the accounting profit.

ii) Deferred tax

Deferred tax is recognized, using the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax liability is recognized for all taxable temporary differences. A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which they can be utilized. However, deferred tax is not recognized for the following temporary differences: taxable temporary differences arising on the initial recognition of goodwill, or the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit or loss nor taxable income.

The Group files its national income tax return with the Korean tax authorities under the consolidated corporate tax system, which allows it to make national income tax payments based on the combined profits or losses of the Controlling Company and its wholly owned domestic subsidiaries. Deferred taxes are measured based on the future tax benefits expected to be realized in consideration of the expected combined profits or losses of eligible companies in accordance with the consolidated corporate tax system. Consolidated corporate tax amounts, once determined, are allocated to each of the subsidiaries and are used as a basis for the income taxes to be recorded in their separate financial statements.

The Group recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognizes a deferred tax asset for all deductible temporary differences arising from investments in subsidiaries and associates, to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if there isthe Group has a legally enforceable right to offset the relatedset off current tax assets against current tax liabilities, and the deferred tax assets and theythe deferred tax liabilities relate to income taxes levied by the same taxtaxation authority and theyon either: the same taxable entity; or different taxable entities which intend either to settle current tax liabilities and assets on a net basis.basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

3.Significant accounting policies (continued)

 

 (z)Accounting for trust accounts

The Group accounts for trust accounts separately from its group accounts under the Financial Investment Services and Capital Markets Act and thus the trust accounts are not included in the consolidated financial statements except Guaranteed Fixed Rate Money Trusts controlled by the Group, based on an evaluation of the substance of its relationship with the Group and the SPE’s risks and rewards. Funds transferred between Group account and trust accounts are recognized as borrowings from trust accounts in other liabilities with fees for managing the accounts recognized as non-interest income by the Group.

 

 (aa)Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

 

 (ab)New standards and interpretations not yet adopted

The following new standards, interpretations and amendments to existing standards have been published and are mandatory for the Group for annual periods beginning after January 1, 2014,2015, and the Group has not early adopted them.

Management is in the process of evaluating the impact of the amendments on the Group’s consolidated financial statements, if any.

i) K-IFRS No. 1108, ‘Operating Segments’IFRS 9, Financial Instruments

The amendment requiresIFRS 9, published in December 2015, replaces the disclosureexisting guidance in IAS 39,Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of judgements made by management in applyingfinancial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the aggregation criteria. The disclosures include a brief descriptionguidance on recognition and derecognition of the operating segments that have been aggregated and the economic indicators that have been assessed in determining whether the operating segments share the similar economic characteristics. In addition, this amendment clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s total assets is required only when the information is regularly provided to the entity’s chief operating decision maker. The amendmentfinancial instruments from IAS 39. IFRS 9 is effective for annual periods beginning on or after JulyJanuary 1, 2014.2018, with early adoption permitted.

ii) IFRS 15, Revenue from Contracts with Customers

IFRS 15, published in January 2016, establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18,Revenue, IAS 11,Construction Contractsand IFRIC 13,Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted.

iii) IFRS 16, Leases

IFRS 16, published in January 2016, results in lessees accounting for most leases within the scope of the standard in a manner similar to the way in which finance leases are currently accounted for under IAS 17 ‘Leases’. Lessees will recognize a ‘right of use’ asset and a corresponding financial liability on the balance sheet. The asset will be amortized over the length of the lease and the financial liability measured at amortized cost. IFRS 16 ‘Leases’ is effective for the annual reporting periods beginning on or after January 1, 2019, with early adoption permitted.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

3.Significant accounting policies (continued)

 

ii) K-IFRS No. 1102, ‘Share-based Payment’

The amendment clarifiesOther published new standards, interpretations and amendments to existing standards mandatory for the definition of ‘vesting condition’ by separately defining ‘performance condition’ and ‘service condition’. The amendment is effectiveGroup for annual periods beginning on or after July 1, 2014.

iii) K-IFRS No. 1103, ‘Business Combinations’

The amendment clarifies the classification and measurement of contingent consideration in a business combination. When a contingent consideration is a financial instrument, its classification as a liability or equity shall be determined in accordance with K-IFRS No. 1032 and the contingent consideration that is classified as an asset or a liability shall be subsequently measured at fair value of which the changes recognised in profit or loss. In addition, this amendments clarifies that the standard does not apply to the accounting for all types of joint arrangements. The amendment is effective for annual periods beginning on or after July 1, 2014.

iv) K-IFRS No. 1113, ‘Fair Value Measurement’

The amendment allows entities to measure short-term receivables and payables that have no stated interest rate at their invoiced amounts without discounting, given the discount is immaterial. In addition, this amendment clarifies that the portfolio exception can be applies to contracts in the scope of K-IFRS No. 1039 even though the contracts do not meet the definition of a financial asset or financial liability. The amendment is effective for annual periods beginning on or after July 1, 2014.

v) K-IFRS No. 1024, ‘Related Party Disclosures’

The definition of a ‘related party’ is extended to include a management entity that provides key management personnel services to the reporting entity, either directly or through a group entity. The reporting entity is required to separately disclose the expense amount recognised for the key management personnel services. The amendment is effective for annual periods beginning on or after July 1, 2014.

vi) K-IFRS No. 1019, ‘Employee Benefits’

The amendments introduce a practical expedient to accounting for defined benefit plan, when employees or third parties pay contributions if certain criteria are met. A company is permitted (but not required) to recognise those contributions as a reduction of the service cost in the period in which the related service is rendered. Service-linked contributions from employees or third parties should be reflected in determining the net current service cost and the defined benefit obligation, and should be attributed to the periods of service using the same method as used for calculating the gross benefits or on a straight line basis. The amendment is effective for annual periods beginning on or after July 1, 2014.

vii) K-IFRS No. 1111, ‘Joint Arrangements’

The amendment requires the business combination accounting to be applied to an acquisition of interests in a joint operation that constitutes a business. In addition, when business combination accounting applies to the acquisition of additional interests in a joint operation while the joint operator retains joint control, the

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

3.Significant accounting policies (continued)

additional interest acquired shall be measured at fair value but the previously held interests in the joint operation shall not be re-measured. The amendment is effective for annual periods beginning on or after January 1, 2016, with2015 which have not been early adoption permitted.adopted, are not expected to have a significant impact on the Group’s consolidated financial statements.

 

4.Financial risk management

 

 (a)Overview

As a financial services provider, the Group is exposed to various risks relating to lending, credit card, insurance, securities investment, trading and leasing businesses, its deposit taking and borrowing activities in addition to the operating environment.

The principal risks to which the Group is exposed are credit risk, market risk, interest rate risk, liquidity risk and operational risk. These risks are recognized, measured and reported in accordance with risk management guidelines established at the controlling company level and implemented at the subsidiary level through a carefully stratified checks-and-balances system.

i) Risk management principles

The Group risk management is guided by the following core principles:

 

identifying and managing all inherent risks;

 

standardizing risk management process and methodology;

 

ensuring supervision and control of risk management independent of business activities;

 

continuously assessing risk preference;

 

preventing risk concentration;

 

operating a precise and comprehensive risk management system including statistical models; and

 

balancing profitability and risk management through risk-adjusted profit management.

ii) Risk management organization

The Group risk management system is organized along the following hierarchy: from the top and at the controlling company level, the Group Risk Management Committee, the Group Risk Management Council, the Chief Risk Officer and the Group Risk Management Team, and at the subsidiary level, the Risk Management Committees and the Risk Management Team of the relevant subsidiary. The Group Risk Management Committee, which is under the supervision of the controlling company’s board of directors, sets the basic group wide risk management policies and strategies. The controlling company’s Chief Risk Officer reports to the Group Risk Management Committee, and the Group Risk Management Council, whose members consist of the controlling company’s Chief Risk Officer and the risk management team heads of each of subsidiaries, coordinates the risk management policies and strategies at the group level as well as at the subsidiary level among each of subsidiaries. Each of subsidiaries also has a separate Risk Management Committee, Risk Management Working Committee and Risk Management Team, whose tasks are to implement the group wide risk management policies and strategies at the subsidiary level as well as to set risk management policies and strategies specific to such subsidiary in line with the group wide guidelines. The Group also has the Group Risk Management Team, which supports the controlling company’s Chief Risk Officer in his or her risk management and supervisory role.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

4.Financial risk management (continued)

In order to maintain the group wide risk at an appropriate level, the Group use a hierarchical risk limit system under which the Group Risk Management Committee assigns reasonable risk limits for the entire

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

4.Financial risk management (continued)

group and each subsidiary, and the Risk Management Committee and the Management Council of each subsidiary manage the subsidiary-specific risks by establishing and managing risk limits in more detail by type of risk and type of product for each department and division within such subsidiary.

The Group Risk Management Committee consists of directors of the controlling company. The Group Risk Management Committee convenes at least once every quarter and may also convene on an ad hoc basis as needed. Specifically, the Group Risk Management Committee does the following: (i) establish the overall risk management policies consistent with management strategies, (ii) set reasonable risk limits for the entire group and each of subsidiaries, (iii) approve appropriate investment limits or allowed loss limits, (iv) enact and amends risk management regulations, and (v) decide other risk management-related issues the Board of Directors or the Group Risk Management Committee sees fit to discuss. The results of the Group Risk Management Committee meetings are reported to the Board of Directors of the controlling company. The Group Risk Management Committee makes decisions through affirmative votes by a majority of the committee members.

The Group Risk Management Council is comprised of the controlling company’s chief risk officer, head of risk management team, and risk officers from each subsidiary. The Group Risk Management Council holds meetings for risk management executives from each subsidiary to discuss the Group’s group wide risk management guidelines and strategy in order to maintain consistency in the group wide risk policies and strategies.

iii) Risk management framework

The Group takes the following steps to implement the foregoing risk management principles:

 

  Risk capital managementRisk capital refers to capital necessary to compensate for losses in case of a potential risk being realized, and risk capital management refers to the process of asset management based on considerations of risk exposure and risk appetite among total assets so that the Group can maintain an appropriate level of risk capital. As part of the Group’s risk capital management, the Group has adopted and maintains various risk planning processes and reflect such risk planning in the Group’s business and financial planning. The Group also has adopted and maintains a risk limit management system to ensure that risks in the Group’s business do not exceed prescribed limits.

 

  Risk monitoring –The Group proactively, preemptively and periodically review risks that may impact our overall operations, including through a multidimensional risk monitoring system. Currently, each of subsidiaries is required to report to the controlling company any factors that could have a material impact on the group-wide risk management, and the controlling company reports to the Group’s chief risk officer and other members of the Group’s senior management the results of risk monitoring on a weekly, monthly and on an ad hoc basis as needed. In addition, the Group perform preemptive risk management through a “risk dashboard system” under which the Group closely monitor any increase in asset size, risk levels and sensitivity to external factors with respect to the major asset portfolios of each of subsidiaries, and to the extent such monitoring yields any warning signals, the Group promptly analyze the causes and, if necessary, formulate and implement actions in response to these warning signals.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

4.Financial risk management (continued)

 

  

Risk reviewPrior to entering any new business, offering any new products or changing any major policies, the Group reviews relevant risk factors based on a prescribed risk management checklist and, in the case of changes for which assessment of risk factors is difficult, supports reasonabledecision-making in order to avoid taking any unduly risky action. The risk management departments of all subsidiaries are required to review all new businesses, products and services prior to their launch and closely monitor the development of any related risks following their launch, and in the case of any

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

4.Financial risk management (continued)

action that involves more than one subsidiary, the relevant risk management departments are required to consult with the risk management team at the controlling company level prior to making any independent risk reviews.

 

  CrisisRisk management –The Group maintain a group wide risk management system to detect the signals of any risk crisis and, in the event of a crisis actually happening, to respond on a timely, efficient and flexible basis so as to ensure the Group’s survival as a going concern. Each subsidiary maintains crisis planning for three levels of contingencies, namely, “alert”, “imminent crisis” and “crisis”, determination of which is made based on quantitative and qualitative monitoring and consequence analysis, and upon the happening of any such contingency, is required to respond according to a prescribed contingency plan. At the controlling company level, the Group maintains and installs crisis detection and response system which is applied consistently group wide, and upon the happening of any contingency at two or more subsidiary level, the Group directly takes charge of the situation so that the Group manages it on a concerted group wide basis.

 

 (b)Credit risk

i) Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. The Group’s credit risk management encompasses all areas of credit that may result in potential economic loss, including not just transactions that are recorded on balance sheets, but also off-balance-sheet transactions such as guarantees, loan commitments and derivatives transactions.

 

  Credit Risk Management of Shinhan Bank

Major policies for Shinhan Bank’s credit risk management, including Shinhan Bank’s overall credit risk management plan and credit policy guidelines, are determined by the Risk Policy Committee of Shinhan Bank, the executive decision-making body for management of credit risk. The Risk Policy Committee is headed by the Chief Risk Officer, and also comprises of the Chief Credit Officer, the heads of each business unit and the head of the Risk Management Department. In order to separate the loan approval functions from credit policy decision-making, Shinhan Bank has a Credit Review Committee that performs credit review evaluations, which focus on improving the asset quality and profitability from the loans being made, and operates separately from the Risk Policy Committee.

Shinhan Bank complies with credit risk management procedures pursuant to internal guidelines and regulations and continually monitors and improves these guidelines and regulations. Its credit risk management procedures include:

 

credit evaluation and approval;

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

4.Financial risk management (continued)

 

credit review and monitoring; and

 

credit risk assessment and control

Each of Shinhan Bank’s borrowers is assigned a credit rating, which is based on a comprehensive internal credit evaluation system that considers a variety of criteria. For retail borrowers, the credit rating takes into account the borrower’s past dealings with Shinhan Bank and external credit rating information, among others. For corporate borrowers, the credit rating takes into account financial indicators as well as non-financialnon-

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

4.Financial risk management (continued)

financial indicators such as industry risk, operational risk and management risk, among others. The credit rating, once assigned, serves as the fundamental instrument in Shinhan Bank’s credit risk management, and is applied in a wide range of credit risk management processes, including credit approval, credit limit management, loan pricing and computation of allowance for loan losses. Shinhan Bank has separate credit evaluation systems for retail customers, SOHO customers and corporate customers, which are further segmented and refined to meet Basel III requirements.

Loans are generally approved after evaluations and approvals by the manager at the branch level as well as the committee of the applicable business unit at Shinhan Bank. The approval limit for retail loans is made based on Shinhan Bank’s automated credit scoring system. In the case of large corporate loans, approval limits are also reviewed and approved by a Credit Officer at the headquarter level. Depending on the size and the importance of the loan, the approval process is further reviewed by the Credit Officer Committee or the Master Credit Officer Committee. If the loan is considered, further evaluation is made by the Credit Review Committee, which is Shinhan Bank’s highest decision-making body in relation to credit approval.

Pursuant to the foregoing credit review and monitoring procedures and in order to promptly prevent deterioration of loan qualities, Shinhan Bank classifies potentially problematic borrowers into (i) borrowers that show early warning signals, (ii) borrowers that require close monitoring and (iii) normal borrowers, and treats them differentially accordingly.

In order to maintain portfolio-level credit risk at an appropriate level, Shinhan Bank manages its loans using value-at-risk (“VaR”) limits for the entire bank as well as for each of its business units. In order to prevent concentration of risk in a particular borrower or borrower class, Shinhan Bank also manages credit risk by borrower, industry, country and other detailed categories.

 

  Credit Risk Management of Shinhan Card

Major policies for Shinhan Card’s credit risk management are determined by Shinhan Card’s Risk Management Council and Shinhan Card’s Risk Management Committee is responsible for approving them. Shinhan Card’s Risk Management Council is headed by the Chief Risk Officer, and also comprises of the heads of each business unit, supporting unit and relevant department at Shinhan Card. In order to separate credit policy decision-making from credit evaluation functions, Shinhan Card also has a Risk Management Committee, which evaluates applications for corporate loans exceeding a certain amount and other loans deemed important. Shinhan Card uses an automated credit scoring system to approve credit card applications or credit card authorizations. The credit scoring system is divided into two sub-systems: the application scoring system and the behavior scoring system. The behavior scoring system is based largely on the credit history, and the application scoring system is based largely on personal information of the applicant. For credit card applicants with whom the Group has an existing relationship, Shinhan Card’s credit scoring system considers internally gathered information such as repayment ability, total assets, the length of the existing relationship and the applicant’s contribution to profitability. The credit scoring system also automatically conducts credit checks on all credit card applicants.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

4.Financial risk management (continued)

If a credit score awarded to an applicant is above a minimum threshold, the application is approved unless overridden based on other considerations such as delinquencies with other credit card companies.

Shinhan Card continually monitors all accountholders and accounts using a behavior scoring system. The behavior scoring system predicts a cardholder’s payment pattern by evaluating the cardholder’s credit history, card usage and amounts, payment status and other relevant data. The behavior score is recalculated

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

4.Financial risk management (continued)

each month and is used to manage the accounts and approval of additional loans and other products to the cardholder. Shinhan Card also uses the scoring system to monitor its overall risk exposure and to modify its credit risk management strategy.

ii) Maximum exposure to credit risk

The Group’s maximum exposure to credit risk without taking account of any collateral held or other credit enhancements as of December 31, 20132014 and 20142015 are as follows:

 

  2013
(Restated see
note 48)
   2014   2014   2015 

Due from banks and loans (*1)(*3):

        

Banks

  14,392,195     13,663,318    W13,663,318     14,486,162  

Retail

   85,959,631     94,282,270     94,282,270     107,030,770  

Government

   9,296,770     12,195,758     12,195,758     16,701,241  

Corporations

   92,920,898     102,160,212     102,160,212     110,468,717  

Card receivable

   16,981,625     17,378,179     17,378,179     17,821,341  
  

 

   

 

   

 

   

 

 
 219,551,119   239,679,737     239,679,737     266,508,231  
  

 

   

 

   

 

   

 

 

Trading assets

 15,339,949   21,500,955     21,500,955     19,595,405  

Financial assets designated at FVTPL (*4)

 1,890,919   1,946,200     1,946,200     2,329,018  

AFS financial assets (*5)

 28,708,674   26,855,662     26,855,662     29,037,640  

HTM financial assets (*6)

 11,031,307   13,373,384     13,373,384     16,192,060  

Derivative assets

 1,717,468   1,568,307     1,568,307     1,994,714  

Other financial assets (*1)(*2)

 8,605,244   10,151,338     10,151,338     11,878,420  

Financial guarantee contracts

 2,457,712   3,090,873     3,090,873     3,679,486  

Loan commitments and other credit liabilities

 74,824,310   74,295,365     74,295,365     76,965,151  
  

 

   

 

   

 

   

 

 
364,126,702   392,461,821    W392,461,821     428,180,125  
  

 

   

 

   

 

   

 

 

 

 (*1)The maximum exposure amounts for due from banks, loans and other financial assets are measured as net of allowances.
 (*2)Comprise accountAlthough considered in the monitoring of maximum credit exposures, the credit quality of other financial assets are not included in the details of our main credit quality disclosures as other financial assets mainly comprise brokerage, securities and spot transaction related receivables, accrued income, guaranteeinterest receivables, secured key money deposits and domestic exchange settlement debit and suspense payments, etc.settled in a day.
 (*3)Due from banks and loans were classified as similar credit risk group when calculating the BIS ratio under new Basel Capital Accord (Basel III).
 (*4)FVTPL : fair value through profit or loss
 (*5)AFS : available-for-sale
 (*6)HTM : held-to-maturity

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

iii) Due from banks and loans by past due or impairment

 

Due from banks and loans as of December 31, 20132014 and 20142015 are as follows:

 

 2013  2014 
 Banks Retail Government Corporations Card Total  Banks Retail Government Corporations Card Total 

Neither past due nor impaired

 14,406,019   85,460,776   9,301,890   92,298,605   16,634,186   218,101,476   W13,693,746   93,848,005   12,203,568   101,988,278   17,111,952   238,845,549  

Past due but not impaired

  —     505,408   197   492,877   552,954   1,551,436    —     455,948   181   278,262   497,147   1,231,538  

Impaired

  —     273,316    —     1,670,702   442,301   2,386,319    —     286,414    —     1,349,849   490,925   2,127,188  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 14,406,019   86,239,500   9,302,087   94,462,184   17,629,441   222,039,231   13,693,746   94,590,367   12,203,749   103,616,389   18,100,024   242,204,275  

Less : allowance

 (13,824 (279,869 (5,317 (1,541,286 (647,816 (2,488,112 (30,428 (308,097 (7,991 (1,456,177 (721,845 (2,524,538
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
14,392,195   85,959,631   9,296,770   92,920,898   16,981,625   219,551,119   W13,663,318   94,282,270   12,195,758   102,160,212   17,378,179   239,679,737  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 2014  2015 
 Banks Retail Government Corporations Card Total  Banks Retail Government Corporations Card Total 

Neither past due nor impaired

 13,693,746   93,848,005   12,203,568   101,988,278   17,111,952   238,845,549   W14,511,673   106,691,153   16,704,356   110,388,809   17,677,433   265,973,424  

Past due but not impaired

  —     455,948   181   278,262   497,147   1,231,538    —     404,121    —     156,337   403,413   963,871  

Impaired

  —     286,414    —     1,349,849   490,925   2,127,188    —     264,754    —     1,221,700   415,731   1,902,185  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 13,693,746   94,590,367   12,203,749   103,616,389   18,100,024   242,204,275   14,511,673   107,360,028   16,704,356   111,766,846   18,496,577   268,839,480  

Less : allowance

 (30,428 (308,097 (7,991 (1,456,177 (721,845 (2,524,538 (25,511 (329,258 (3,115 (1,298,129 (675,236 (2,331,249
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
13,663,318   94,282,270   12,195,758   102,160,212   17,378,179   239,679,737   W14,486,162   107,030,770   16,701,241   110,468,717   17,821,341   266,508,231  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Credit quality of due from banks and loans that are neither past due nor impaired as of December 31, 20132014 and 20142015 are as follows:

 

 2013  2014 
 Banks Retail Government Corporations Card Total  Banks Retail Government Corporations Card Total 

Grade 1 (*1)

 14,406,019   79,598,552   9,300,931   55,623,367   14,186,554   173,115,423   W13,693,746   88,338,903   12,201,919   62,614,102   14,750,893   191,599,563  

Grade 2 (*1)

  —     5,862,224   959   36,675,238   2,447,632   44,986,053    —     5,509,102   1,649   39,374,176   2,361,059   47,245,986  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 14,406,019   85,460,776   9,301,890   92,298,605   16,634,186   218,101,476   13,693,746   93,848,005   12,203,568   101,988,278   17,111,952   238,845,549  

Less : allowance

 (13,823 (141,374 (5,315 (722,229 (322,158 (1,204,899 (30,428 (161,189 (7,984 (864,854 (340,544 (1,404,999
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
14,392,196   85,319,402   9,296,575   91,576,376   16,312,028   216,896,577   W13,663,318   93,686,816   12,195,584   101,123,424   16,771,408   237,440,550  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*2)

124,204   58,302,024   408   47,932,602   5,058   106,364,296   W59,826   63,402,563   398   51,326,493   4,970   114,794,250  
 2014  2015 
 Banks Retail Government Corporations Card Total  Banks Retail Government Corporations Card Total 

Grade 1 (*1)

 13,693,746   88,338,903   12,201,919   62,614,102   14,750,893   191,599,563   W14,511,673   100,677,960   16,704,356   72,501,523   15,133,363   219,528,875  

Grade 2 (*1)

  —     5,509,102   1,649   39,374,176   2,361,059   47,245,986    —     6,013,193    —     37,887,286   2,544,070   46,444,549  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 13,693,746   93,848,005   12,203,568   101,988,278   17,111,952   238,845,549   14,511,673   106,691,153   16,704,356   110,388,809   17,677,433   265,973,424  

Less : allowance

 (30,428 (161,189 (7,984 (864,854 (340,544 (1,404,999 (25,511 (178,313 (3,115 (734,136 (356,815 (1,297,890
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
13,663,318   93,686,816   12,195,584   101,123,424   16,771,408   237,440,550   W14,486,162   106,512,840   16,701,241   109,654,673   17,320,618   264,675,534  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*2)

59,826   63,402,563   398   51,326,493   4,970   114,794,250   W124,306   69,399,485    —     57,477,691   5,045   127,006,527  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

(*1)Credit quality of due from banks and loans was classified based on the internal credit rating as follows:

 

Type of Borrower

  

Grade 1

  

Grade 2

Banks and governments*governments (*)  OECD sovereign credit rating of 6 or above (as applied to the nationality of the banks and governments)  OECD sovereign credit rating of below 6 (as applied to the nationality of the banks and governments)
Retail  Pool of retail loans with probability of default of less than 2.25%  Pool of retail loans with probability of default of 2.25% or more
Corporations  Internal credit rating of BBB+ or above  

Internal credit rating of below BBB+

(Probability of default for loans with internal credit rating of BBB is 2.25%)

Credit cards  

For individual card holders, score of 7 or higher in Shinhan Card’s internal behavior scoring system

 

For corporate cardholders, same as corporate loans

  

For individual card holders, score of below 7 in Shinhan Card’s internal behavior scoring system

 

For corporate cardholders, same as corporate loans

 

*(*)In the case of loans to banks and governments that are neither past due nor impaired, Shinhan Bank classified loans with a sovereign rating of 6 or above as Grade 1 and those with a sovereign rating of below 6 as Grade 2. Under the guidelines set forth by the Financial Supervisory Commission of Korea, all major commercial banks in Korea, including Shinhan Bank, follow the standardized approach under Basel III for purposes of computing Bank of International Settlement (BIS) ratios for risk classifications of loans to banks and governments. Under this standardized approach under Basel III, risk classification for loans to banks and governments are determined on the basis of sovereign credit ratings, and not internal credit ratings assigned by the lending bank that are specific to the individual banks and governments. More specifically, this approach involves classifying loans to banks and governments in a given jurisdiction as either Grade 1 or Grade 2 based on the sovereign credit ratings for the government of such jurisdiction as determined by the Organization for Economic Co-operation and Development (“OECD”). As for the Group’sour subsidiaries other than Shinhan Bank, risk classification of loans to banks and governments is made based on their respective internal credit ratings as these subsidiaries are not subject to the aforesaid guidelines of the Financial Supervisory Commission relating to Basel III risk classification.

 

(*2)The Group holds collateral against due from banks and loans to customers in the form of mortgage interests over property, other registered securities over assets, and guarantees. Estimates of quantification of the extent to which collateral mitigate credit risk are based on the fair value of collateral.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Aging analyses of due from banks and loans that are past due but not impaired as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Banks   Retail Government Corporations Card Total   Banks   Retail Government Corporations Card Total 

Less than 30 days

  —       424,331   197   414,958   471,146   1,310,632    W—       353,523   80   157,029   429,972   940,604  

31~60 days

   —       49,189    —     37,930   56,589   143,708     —       66,576   101   31,839   44,603   143,119  

61~ 90 days

   —       29,396    —     24,079   25,204   78,679  

61~90 days

   —       28,868    —     50,745   22,445   102,058  

More than 90 days

   —       2,492    —     15,910   15   18,417     —       6,981    —     38,649   127   45,757  
  

 

   

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 
 —     505,408   197   492,877   552,954   1,551,436     —       455,948   181   278,262   497,147   1,231,538  

Less : allowance

 —     (24,199 (2 (25,682 (78,484 (128,367

Less : allowance (collective)

   —       (31,590 (8 (32,996 (72,581 (137,175
  

 

   

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 
—     481,209   195   467,195   474,470   1,423,069    W—       424,358   173   245,266   424,566   1,094,363  
  

 

   

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*)

—     341,937   44   275,010   59   617,050    W—       307,234   11   98,941   25   406,211  
  2014 
  Banks   Retail Government Corporations Card Total 

Less than 30 days

  —       353,523   80   157,029   429,972   940,604  

31~ 60 days

   —       66,576   101   31,839   44,603   143,119  

61~ 90 days

   —       28,868    —     50,745   22,445   102,058  

More than 90 days

   —       6,981    —     38,649   127   45,757  
  

 

   

 

  

 

  

 

  

 

  

 

 
 —     455,948   181   278,262   497,147   1,231,538  

Less : allowance

 —     (31,590 (8 (32,996 (72,581 (137,175
  

 

   

 

  

 

  

 

  

 

  

 

 
—     424,358   173   245,266   424,566   1,094,363  
  

 

   

 

  

 

  

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*)

—     307,234   11   98,941   25   406,211  

   2015 
   Banks   Retail  Government   Corporations  Card  Total 

Less than 30 days

  W—       311,602    —       108,683    342,708    762,993  

31~60 days

   —       52,331    —       24,139    43,158    119,628  

61~90 days

   —       25,967    —       10,551    17,329    53,847  

More than 90 days

   —       14,221    —       12,964    218    27,403  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 
   —       404,121    —       156,337    403,413    963,871  

Less : allowance (collective)

   —       (32,876  —       (9,884  (60,757  (103,517
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 
  W—       371,245    —       146,453    342,656    860,354  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Mitigation of credit risk due to collateral (*)

  W—       258,827    —       54,985    8    313,820  

 

Due from banks and loans that are impaired as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Banks   Retail Government   Corporations Card Total   Banks   Retail Government   Corporations Card Total 

Impaired

  —       273,316    —       1,670,702   442,301   2,386,319    W—       286,414    —       1,349,849   490,925   2,127,188  

Less : allowance

   —       (114,296  —       (793,377 (247,174 (1,154,847   —       (115,318  —       (558,327 (308,720 (982,365
  

 

   

 

  

 

   

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
—     159,020   —     877,325   195,127   1,231,472    W—       171,096    —       791,522   182,205   1,144,823  
  

 

   

 

  

 

   

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*)

—     104,993   —     583,160   25   688,178    W—       137,039    —       488,535   2   625,576  
  2014 
  Banks   Retail Government   Corporations Card Total 

Impaired

  —       286,414    —       1,349,849   490,925   2,127,188  

Less : allowance

   —       (115,318  —       (558,327 (308,720 (982,365
  

 

   

 

  

 

   

 

  

 

  

 

 
—     171,096   —     791,522   182,205   1,144,823  
  

 

   

 

  

 

   

 

  

 

  

 

 

Mitigation of credit risk due to collateral (*)

—     137,039   —     488,535   2   625,576  

   2015 
   Banks   Retail  Government   Corporations  Card  Total 

Impaired

  W—       264,754    —       1,221,700    415,731    1,902,185  

Less : allowance

   —       (118,069  —       (554,109  (257,664  (929,842
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 
  W—       146,685    —       667,591    158,067    972,343  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Mitigation of credit risk due to collateral (*)

  W—       109,869    —       399,142    7    509,018  

 

(*)The Group holds collateral against due from banks and loans to customers in the form of mortgage interests over property, other registered securities over assets, and guarantees. Estimates of quantification of the extent to which collateral mitigate credit risk are based on the fair value of collateral.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

iv) Credit rating

 

Credit ratings of debt securities as of December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Trading assets   Financial assets
designated at
FVTPL (*)
   Available–for-
sale financial
assets
   Held-to-
maturity
financial
assets
   Total   Trading assets   Financial assets
designated at
FVTPL (*)
   Available–for-
sale financial
assets
   Held-to-
maturity
financial
assets
   Total 

AAA

  4,264,959     181,842     16,055,970     7,954,950     28,457,721    W7,068,449     59,945     14,584,701     9,879,920     31,593,015  

AA- to AA+

   5,807,978     253,736     6,566,924     2,577,316     15,205,954     6,639,473     262,439     4,797,373     3,040,388     14,739,673  

A- to A+

   4,051,365     866,705     3,675,617     341,974     8,935,661     6,195,826     1,433,469     4,705,307     350,244     12,684,846  

BBB- to BBB+

   553,614     460,788     1,303,271     19     2,317,692     926,701     190,347     1,647,993     19     2,765,060  

Lower than BBB-

   271,603     —       419,464     23,305     714,372     242,057     —       441,338     33,306     716,701  

Unrated

   314,093     127,848     687,428     133,743     1,263,112     203,893     —       678,950     69,507     952,350  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
15,263,612   1,890,919   28,708,674   11,031,307   56,894,512    W21,276,399     1,946,200     26,855,662     13,373,384     63,451,645  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014   2015 
  Trading assets   Financial assets
designated at
FVTPL (*)
   Available–for-
sale financial
assets
   Held-to-
maturity
financial
assets
   Total   Trading assets   Financial assets
designated at
FVTPL (*)
   Available–for-
sale financial
assets
   Held-to-
maturity
financial
assets
   Total 

AAA

  7,068,449     59,945     14,584,701     9,879,920     31,593,015    W6,972,123     143,888     18,885,297     13,046,394     39,047,702  

AA- to AA+

   6,639,473     262,439     4,797,373     3,040,388     14,739,673     5,144,783     676,975     4,004,980     2,342,271     12,169,009  

A- to A+

   6,195,826     1,433,469     4,705,307     350,244     12,684,846     4,745,915     1,269,073     3,923,203     576,568     10,514,759  

BBB- to BBB+

   926,701     190,347     1,647,993     19     2,765,060     917,401     239,082     941,149     35,160     2,132,792  

Lower than BBB-

   242,057     —       441,338     33,306     716,701     83,410     —       419,080     68,672     571,162  

Unrated

   203,893     —       678,950     69,507     952,350     1,582,553     —       863,931     122,995     2,569,479  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
21,276,399   1,946,200   26,855,662   13,373,384   63,451,645    W19,446,185     2,329,018     29,037,640     16,192,060     67,004,903  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(*)FVTPL : fair value through profit or loss

 

The credit quality of securities (debt securities) according to the credit ratings by external rating agencies isare as follows:

 

Internal credit ratings

 

KIS (*1)

 

KR (*2)

 

S&P

 

Fitch

 

Moody’s

AAA

   AAA AAA Aaa

AA- to AA+

 AAA AAA AA- to AA+ AA- to AA+ Aa3 to Aa1

A- to A+

 AA- to AA+ AA- to AA+ A- to A+ A- to A+ A3 to A1

BBB- to BBB+

 BBB- to A BBB- to A BBB- to BBB+ BBB- to BBB+ Baa3 to Baa1

Lower than BBB-

 Lower than BBB- Lower than BBB- Lower than BBB- Lower than BBB- Lower than Baa3

Unrated

 Unrated Unrated Unrated Unrated Unrated

 

(*1)KIS : Korea Investors Service
(*2)KR : Korea Ratings

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Credit status of debt securities as of December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated
see note 48)
   2014   2014   2015 

Neither past due nor impaired

  56,886,913     63,444,233    W63,444,233     67,003,273  

Impaired

   7,599     7,412     7,412     1,631  
  

 

   

 

   

 

   

 

 
56,894,512   63,451,645    W63,451,645     67,004,904  
  

 

   

 

   

 

   

 

 

 

Assets acquired through foreclosures amounting to ₩6,074 million and ₩2,585 million are classified asCredit quality of derivative assets held for sale (non-business purpose property) as of December 31, 20132014 and 2014, respectively.2015 are as follows:

   2014   2015 

Grade 1 (*1)(*2)

  W1,916,524     1,512,568  

Grade 2 (*1)(*2)

   78,190     55,739  
  

 

 

   

 

 

 
  W1,994,714     1,568,307  
  

 

 

   

 

 

 

(*1)Credit qualities of derivative assets were classified based on the internal credit ratings of counterparties.
(*2)Grade 1: Internal credit rating of BBB+ or above, Grade 2: Internal credit rating of below BBB+

v)Assets acquired through foreclosures amounting toW2,585 million andW1,185 million are classified as assets held for sale (non-business purpose property) as of December 31, 2014 and 2015, respectively.

vi) Concentration by geographic location

An analysis of concentration by geographic location for financial instrument, net of allowance, as of December 31, 20132014 and 20142015 are as follows:

 

 2013 (Restated, see note 48)  2014 
 Korea USA Japan Vietnam China Other Total  Korea USA Japan Vietnam China Other Total 

Due from banks and loans:

              

Banks

 7,437,875   1,302,191   203,670   99,266   2,975,472   2,373,721   14,392,195   W6,605,378   1,585,332   367,795   345,781   2,654,699   2,104,333   13,663,318  

Retail

 85,220,722   230,881   226,899   30,824   23,792   226,513   85,959,631   92,855,198   264,564   784,086   56,376   45,115   276,931   94,282,270  

Government

 8,824,682   222,567   141,928   39,176   936   67,481   9,296,770   11,321,880   115,845   73,475   80,516   540,175   63,867   12,195,758  

Corporations

 84,444,327   1,271,063   1,640,463   935,723   1,892,867   2,736,455   92,920,898   92,121,984   1,339,264   1,480,651   1,294,133   2,665,519   3,258,661   102,160,212  

Card

 16,961,645   6,302   2,008   2,320   3,413   5,937   16,981,625   17,349,245   6,597   2,401   8,394   4,503   7,039   17,378,179  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 202,889,251   3,033,004   2,214,968   1,107,309   4,896,480   5,410,107   219,551,119   220,253,685   3,311,602   2,708,408   1,785,200   5,910,011   5,710,831   239,679,737  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading assets

 15,249,072   1,477   —     —     —     89,400   15,339,949   21,153,829   7,450    —      —     114,897   224,779   21,500,955  

Financial assets designated at FVTPL (*1)

 1,887,358   —     —     —     —     3,561   1,890,919   1,912,084    —      —      —     34,116    —     1,946,200  

AFS financial assets (*2)

 27,610,022   582,395   —     373,060   5,106   138,091   28,708,674   25,839,853   397,158   37,005   416,632   29,669   135,345   26,855,662  

HTM financial assets (*3)

 10,829,152   64,451   50,408   10,450   63,991   12,855   11,031,307   13,178,520   83,560   23,137   22,031   54,860   11,276   13,373,384  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
258,464,855   3,681,327   2,265,376   1,490,819   4,965,577   5,654,014   276,521,968   W282,337,971   3,799,770   2,768,550   2,223,863   6,143,553   6,082,231   303,355,938  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 2014  2015 
 Korea USA Japan Vietnam China Other Total  Korea USA Japan Vietnam China Other Total 

Due from banks and loans:

              

Banks

 6,605,378   1,585,332   367,795   345,781   2,654,699   2,104,333   13,663,318   W6,735,520   1,541,760   348,956   340,933   3,929,087   1,589,906   14,486,162  

Retail

 92,855,198   264,564   784,086   56,376   45,115   276,931   94,282,270   104,878,555   292,437   1,313,156   117,797   98,679   330,146   107,030,770  

Government

 11,321,880   115,845   73,475   80,516   540,175   63,867   12,195,758   15,108,925   294,332   550,439   67,251   438,214   242,080   16,701,241  

Corporations

 92,121,984   1,339,264   1,480,651   1,294,133   2,665,519   3,258,661   102,160,212   99,243,181   1,548,932   1,724,085   1,399,971   2,438,980   4,113,568   110,468,717  

Card

 17,349,245   6,597   2,401   8,394   4,503   7,039   17,378,179   17,790,098   6,997   2,247   7,819   6,423   7,757   17,821,341  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 220,253,685   3,311,602   2,708,408   1,785,200   5,910,011   5,710,831   239,679,737   243,756,279   3,684,458   3,938,883   1,933,771   6,911,383   6,283,457   266,508,231  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading assets

 21,153,829   7,450   —     —     114,897   224,779   21,500,955   19,337,295   8,413   1,054    —     87,110   161,533   19,595,405  

Financial assets designated at FVTPL (*1)

 1,912,084   —     —     —     34,116   —     1,946,200   2,247,189    —      —      —     36,396   45,433   2,329,018  

AFS financial assets (*2)

 25,839,853   397,158   37,005   416,632   29,669   135,345   26,855,662   27,586,155   619,084   89,433   418,865   46,545   277,558   29,037,640  

HTM financial assets (*3)

 13,178,520   83,560   23,137   22,031   54,860   11,276   13,373,384   15,789,289   148,073   26,770   73,226   148,258   6,444   16,192,060  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
282,337,971   3,799,770   2,768,550   2,223,863   6,143,553   6,082,231   303,355,938   W308,716,207   4,460,028   4,056,140   2,425,862   7,229,692   6,774,425   333,662,354  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)FVTPL : fair value through profit or loss
(*2)AFS : available-for-sale
(*3)HTM : held-to-maturity

vi)vii) Concentration by industry sector

An analysis of concentration by industry sector of due from banks and loans, net of allowance, as of December 31, 20132014 and 20142015 are as follows:

 

 2013 (Restated, see note 48)  2014 
 Finance and
insurance
 Manu-
facturing
 Retail and
wholesale
 Real estate
and service
 Other Retail
customers
 Total  Finance and
insurance
 Manu-
facturing
 Retail and
wholesale
 Real estate
and service
 Other Retail
customers
 Total 

Due from banks and loans:

              

Banks

 12,280,508    —      —     114,037   1,997,650    —     14,392,195   W11,724,753   2,246    —     187,727   1,748,592    —     13,663,318  

Retail

  —      —      —      —      —     85,959,631   85,959,631    —      —      —      —      —     94,282,270   94,282,270  

Government

 8,979,578    —     125   51   317,016    —     9,296,770   11,285,787    —     182   43   909,746    —     12,195,758  

Corporations

 3,120,088   32,099,156   12,912,762   16,244,112   28,544,780    —     92,920,898   4,102,383   35,954,237   13,807,545   18,358,983   29,937,064    —     102,160,212  

Card

 49,173   149,566   129,553   27,929   489,201   16,136,203   16,981,625   44,351   158,901   123,175   29,767   494,580   16,527,405   17,378,179  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 24,429,347   32,248,722   13,042,440   16,386,129   31,348,647   102,095,834   219,551,119   27,157,274   36,115,384   13,930,902   18,576,520   33,089,982   110,809,675   239,679,737  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading assets

 10,563,868   1,009,708   329,326   795,317   2,641,730   —     15,339,949   14,834,973   908,646   599,989   923,759   4,233,588    —     21,500,955  

Financial assets designated at FVTPL (*1)

 1,253,602   110,074   20,243   60,810   446,190   —     1,890,919   1,498,097   92,494   106,890   30,124   218,595    —     1,946,200  

AFS financial assets (*2)

 19,328,390   1,288,842   215,759   892,194   6,983,489   —     28,708,674   18,375,517   1,365,458   163,342   819,355   6,131,990    —     26,855,662  

HTM financial assets (*3)

 3,144,309   36,961   —     589,116   7,260,921   —     11,031,307   3,448,775   50,370    —     593,894   9,280,345    —     13,373,384  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
58,719,516   34,694,307   13,607,768   18,723,566   48,680,977   102,095,834   276,521,968   W65,314,636   38,532,352   14,801,123   20,943,652   52,954,500   110,809,675   303,355,938  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 2014  2015 
 Finance and
insurance
 Manu-
facturing
 Retail and
wholesale
 Real estate
and service
 Other Retail
customers
 Total  Finance and
insurance
 Manu-
facturing
 Retail and
wholesale
 Real estate
and service
 Other Retail
customers
 Total 

Due from banks and loans:

              

Banks

 11,724,753   2,246    —     187,727   1,748,592    —     13,663,318   W11,865,178    —      —     67,609   2,553,375    —     14,486,162  

Retail

  —      —      —      —      —     94,282,270   94,282,270    —      —      —      —      —     107,030,770   107,030,770  

Government

 11,285,787    —     182   43   909,746    —     12,195,758   15,625,885    —      —      —     1,075,356    —     16,701,241  

Corporations

 4,102,383   35,954,237   13,807,545   18,358,983   29,937,064    —     102,160,212   4,235,517   38,918,439   14,744,780   19,716,006   32,853,975    —     110,468,717  

Card

 44,351   158,901   123,175   29,767   494,580   16,527,405   17,378,179   43,583   171,851   122,112   31,666   337,817   17,114,312   17,821,341  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 27,157,274   36,115,384   13,930,902   18,576,520   33,089,982   110,809,675   239,679,737   31,770,163   39,090,290   14,866,892   19,815,281   36,820,523   124,145,082   266,508,231  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trading assets

 14,834,973   908,646   599,989   923,759   4,233,588   —     21,500,955   13,066,258   722,383   661,426   457,132   4,688,206    —     19,595,405  

Financial assets designated at FVTPL (*1)

 1,498,097   92,494   106,890   30,124   218,595   —     1,946,200   1,823,687   109,677   67,973    —     327,681    —     2,329,018  

AFS financial assets (*2)

 18,375,517   1,365,458   163,342   819,355   6,131,990   —     26,855,662   20,656,569   999,752   161,597   413,683   6,806,039    —     29,037,640  

HTM financial assets (*3)

 3,448,775   50,370   —     593,894   9,280,345   —     13,373,384   4,630,157   66,283    —     614,439   10,881,181    —     16,192,060  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
65,314,636   38,532,352   14,801,123   20,943,652   52,954,500   110,809,675   303,355,938   W71,946,834   40,988,385   15,757,888   21,300,535   59,523,630   124,145,082   333,662,354  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)FVTPL : fair value through profit or loss
(*2)AFS : available-for-sale
(*3)HTM : held-to-maturity

 

 (c)Market risk

Market risk from trading positions is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments.

Interest rate risk from non- trading positions is the risk of loss resulting from interest rate fluctuations that adversely affect the financial condition and results of operations of the Group and affects the earnings and the economic value of net assets of the Group.

Foreign exchange risk arises from the Group’s assets and liabilities which are denominated in currencies other than the Won.

The Group’s market risks arise primarily from Shinhan Bank, and to a lesser extent, Shinhan Investment, which incurs market risk relating to its trading activities.

Shinhan Bank’s Risk Policy Committee acts as the executive decision making body in relation to market risks setting the risk management policies and risk limits and controlling market risks arising from trading and non-trading activities. In addition, Shinhan Bank’s Risk Management Department comprehensively manages market risks on an independent basis from Shinhan Bank’s operating departments, and functions as the middle office of Shinhan Bank.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Shinhan Investment’s Risk Management Working Committee is the executive decision-making body for managing market risks related to Shinhan Investment, and determines, among other things, Shinhan Investment’s overall market risk management policies and strategies, and assesses and approves trading activities and limits. In addition, Shinhan Investment’s Risk Management Department manages various market risk limits and monitors operating conditions on an independent basis from Shinhan Investment’s operating departments.

i) Market risk management from trading positions

Trading activities are to realize short-term trading profits in debt and stock markets and foreign exchange markets based on short-term forecast of changes in market situation and profits from arbitrage transactions in derivatives such as swap, forward, futures and option transactions. The Group manages market risk related to its trading positions using VaR, market value-based tool.

Shinhan Bank currently uses the ten-day 99% confidence level-based VaR for purposes of calculating the regulatory capital used in reporting to the Financial Supervisory Service and uses the more conservative ten-day 99.9% confidence level-based VaR for purposes of calculating its “economic” capital used for internal management purposes, which is a concept used in determining the amount of Shinhan Bank’s requisite capital in light of the market risk. In addition, Shinhan Bank also uses the one-day 99% confidencelevel-based VaR on a supplemental basis for purposes of setting and managing risk limits specific to each desk or team in its operating units as well as for back-testing purposes. Shinhan Bank manages VaR measurements and limits on a daily basis based on an automatic interfacing of its trading positions into its market risk measurement system. In addition, Shinhan Bank establishes pre-set loss, sensitivity, investment and stress limits for its trading departments and desks and monitors such limits daily.

Shinhan Investment currently uses the ten-day 99.9% confidence level-based historical VaR for purposes of calculating its “economic” capital used for internal management purposes. When computing the VaR, Shinhan Investment does not assume any particular probability distribution and calculates it through a simulation of the “full valuation” method based on changes of market variables such as stock prices, interest rates, and foreign exchange rates in the past one year. In addition, Shinhan Investment applies this VaR as a risk limit for the entire company as well as individual departments and products, and the adequacy of such VaR is reviewed by way of daily back-testing.

Value-at-risk is a commonly used market risk management technique. However, VaR models have the following shortcomings:

VaR estimates possible losses over a certain period at a particular confidence level using past market movement data. Past market movement, however, is not necessarily a reliable indicator of future events, particularly those that are extreme in nature;

VaR may underestimate the probability of extreme market movements;

Shinhan Bank’s VaR models assume that a holding period of generally one to ten days is sufficient prior to liquidating the underlying positions, but such assumption regarding the length of the holding period may prove to be inadequate;

The 99.9% confidence level does not take into account or provide indication of any losses that might occur beyond this confidence level; and

VaR does not capture all complex effects of various risk factors on the value of positions and portfolios and could underestimate potential losses

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

4.Financial risk management (continued)

In order to streamline such differences and use a consistent VaR among operating subsidiaries, the Group has adopted starting in 2013 a unified group-wide market risk measurement methodology, which uses the ten-day 99.9% confidence level for calculating the VaR.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

4.Financial risk management (continued)

An analysis of the Group’s requisite capital in light of the market risk for trading positions as of and for the years ended December 31, 20132014 and 20142015 based on the standard guidelines for risk management promulgated by the Financial Supervisory Service, was as follows:

 

  2013   2014 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  195,496     210,229     185,555     200,557    W256,051     293,708     214,823     292,081  

Stock price

   75,107     85,345     66,493     85,345     130,879     161,505     85,819     159,049  

Foreign exchange

   128,086     137,491     121,200     122,205     121,334     145,703     104,065     114,101  

Option volatility

   6,631     7,506     4,941     7,324     7,857     9,843     5,577     5,577  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
405,320   440,571   378,189   415,431    W516,121     610,759     410,284     570,808  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014 
  Average   Maximum   Minimum   December 31 

Interest rate

  256,051     293,708     214,823     292,081  

Stock price

   130,879     161,505     85,819     159,049  

Foreign exchange

   121,334     145,703     104,065     114,101  

Option volatility

   7,857     9,843     5,577     5,577  
  

 

   

 

   

 

   

 

 
516,121   610,759   410,284   570,808  
  

 

   

 

   

 

   

 

 

   2015 
   Average   Maximum   Minimum   December 31 

Interest rate

  W305,563     328,357     281,223     328,357  

Stock price

   174,365     213,507     132,172     132,172  

Foreign exchange

   125,048     141,887     110,512     141,159  

Option volatility

   7,820     16,811     3,747     4,561  
  

 

 

   

 

 

   

 

 

   

 

 

 
  W612,796     700,562     527,654     606,249  
  

 

 

   

 

 

   

 

 

   

 

 

 

Insurance company, Shinhan Life Insurance, was excluded when the Group estimated the market risk, because insurance company was not included in the Group’s subsidiaries for the consolidated BIS capital ratio.

An analysis of market risk for trading positions of the major subsidiaries as of and for the years ended December 31, 20132014 and 20142015 are as follows:

i-1) Shinhan Bank

The analyses of the ten-day 99.9% confidence level-based VaR for managing market risk for trading positions of Shinhan Bank as of and for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  21,604     28,670     14,413     25,136    W17,302     25,863     8,721     13,414  

Stock price

   5,677     13,250     2,737     7,341     4,333     7,362     2,493     3,442  

Foreign exchange (*)

   45,176     50,933     41,554     43,993     43,872     54,355     34,928     49,372  

Option volatility

   278     350     198     208     161     259     66     66  

Portfolio diversification

   (25,837   (40,931   (18,457   (27,001   (18,668   (32,344   (5,246   (13,268
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
46,898   52,272   40,445   49,677    W 47,000     55,495     40,962     53,026  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

  2014   2015 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  17,302     25,863     8,721     13,414    W37,341     43,746     33,849     35,976  

Stock price

   4,333     7,362     2,493     3,442     8,258     9,049     6,995     7,056  

Foreign exchange (*)

   43,872     54,355     34,928     49,372     45,102     54,459     36,549     44,475  

Option volatility

   161     259     66     66     355     550     262     262  

Commodity

   5     21     —       3  

Portfolio diversification

   (18,668   (32,344   (5,246   (13,268   (35,789   (45,895   (25,953   (30,699
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
47,000   55,495   40,962   53,026    W55,272     61,930     51,702     57,073  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*)Both trading and non-trading accounts are included since Shinhan Bank manages foreign exchange risk on a total position basis.

i-2) Shinhan Card

The analyses of Shinhan Card’s requisite capital in light of the market risk for trading positions as of and for the years ended December 31, 20132014 and 2014,2015, based on the standard guidelines for risk management promulgated by the Financial Supervisory Service, are as follows:

 

  2013   2014 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  233     750     150     150    W754     1,300     400     1,150  

Foreign exchange

   42,640     46,678     39,401     46,678     40,309     46,846     33,832     39,849  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
42,873   47,428   39,551   46,828    W41,063     48,146     34,232     40,999  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  754     1,300     400     1,150    W1,685     3,011     650     650  

Foreign exchange

   40,309     46,846     33,832     39,849     38,214     42,208     33,759     33,759  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
41,063   48,146   34,232   40,999    W39,899     45,219     34,409     34,409  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*)Shinhan Card fully hedges all the cash flows from foreign currency liabilities by swap transactions and is narrowly exposed to foreign exchange risk relating to foreign currency equity securities held fornon-trading purposes.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

i-3) Shinhan Investment

The analyses of the ten-day 99.9% confidence level-based VaR for managing market risk for trading positions of Shinhan Investment as of and for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  12,583     33,534     2,930     6,404    W8,999     30,064     3,514     6,069  

Stock price

   8,287     17,163     3,418     3,471     7,531     14,677     3,389     14,438  

Foreign exchange

   2,160     7,524     116     1,194     3,688     17,353     646     5,227  

Option volatility

   2,516     6,621     154     867     1,917     7,042     224     711  

Portfolio diversification

   (8,349   (22,491   (1,371   (6,216   (7,730   (38,169   (1,399   (8,967
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
17,197   42,351   5,247   5,720    W14,405     30,967     6,374     17,478  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  8,999     30,064     3,514     6,069    W6,879     16,542     2,707     7,274  

Stock price

   7,531     14,677     3,389     14,438     19,397     64,650     10,213     19,047  

Foreign exchange

   3,688     17,353     646     5,227     5,680     10,881     2,845     7,489  

Option volatility

   1,917     7,042     224     711     2,634     5,207     175     4,396  

Portfolio diversification

   (7,730   (38,169   (1,399   (8,967   (11,714   (32,096   (4,062   (8,460
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
14,405   30,967   6,374   17,478    W22,876     65,184     11,878     29,746  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

i-4) Shinhan Life Insurance

The analyses of the ten-day 99.9% confidence level-based VaR for managing market risk for trading positions of Shinhan Life Insurance as of and for years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Average   Maximum   Minimum   December 31   Average   Maximum   Minimum   December 31 

Interest rate

  849     1,599     455     455    W997     4,850     223     354  

Stock price

   196     535     20     89     5     111     —       —    

Foreign exchange

   243     546     32     113     301     664     19     392  

Option volatility

   2,279     3,204     452     3,182     3,136     7,289     1,058     1,332  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
3,567   5,884   959   3,839    W4,439     12,914     1,300     2,078  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014 
  Average   Maximum   Minimum   December 31 

Interest rate

  997     4,850     223     354  

Stock price

   5     111     —       —    

Foreign exchange

   301     664     19     392  

Option volatility

   3,136     7,289     1,058     1,332  
  

 

   

 

   

 

   

 

 
4,439   12,914   1,300   2,078  
  

 

   

 

   

 

   

 

 

   2015 
   Average   Maximum   Minimum   December 31 

Interest rate

  W585     817     298     303  

Stock price

   275     1,190     —       —    

Foreign exchange

   1,308     2,337     511     1,780  

Option volatility

   541     1,868     108     138  
  

 

 

   

 

 

   

 

 

   

 

 

 
  W2,709     6,212     917     2,221  
  

 

 

   

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

ii) Interest rate risk management from non-trading positions

Principal market risk from non-trading activities of the Group is interest rate risk, which affects the Group’s earnings and the economic value of the Group’s net assets:

 

  Earnings: interest rate fluctuations have an effect on the Group’s net interest income by affecting its interest-sensitive operating income and expenses and EaR (Earnings at Risk) is a commonly used risk management technique.

 

  Economic value of net assets: interest rate fluctuations influence the Group’s net worth by affecting the present value of cash flows from the assets, liabilities and other transactions of the Group and VaR is a commonly used risk management technique.

Interest rate VaR represents the maximum anticipated loss in a net present value calculation, whereas interest rate EaR represents the maximum anticipated loss in a net earnings calculation for the immediately following one-year period, in each case, as a result of negative movements in interest rates.

Accordingly, the Group measures and manages interest rate risk for non-trading activities by taking into account effects of interest rate changes on both its income and net asset value.

The principal objectives of Shinhan Bank’s interest rate risk management are to generate stable net interest income and to protect Shinhan Bank’s net asset value against interest rate fluctuations. Through its asset and liability management system, Shinhan Bank measures and manages its interest rate risk based on various analytical measures such as interest rate gap, duration gap and net present value and net interest income simulations, and monitors on a monthly basis its interest rate VaR limits, interest rate earnings at risk (“EaR”) limits and interest rate gap ratio limits. Shinhan Bank measures its interest rate VaR and interest rate EaR based on a simulated estimation of the maximum decrease in net asset value and net interest income in a one-year period based on various scenario analyses of historical interest rates.

Shinhan Card and Shinhan Life Insurance also monitors and manages its interest rate risk limits for all its interest-bearing assets and liabilities (including off-balance sheet items) in terms of impact on its earnings and net asset value from changes in interest rates. The interest rate VaR analysis used by Shinhan Card and Shinhan Life Insurance principally focuses on the maximum impact on its net asset value from adverse movement in interest rates.

Non-trading positions for interest rate VaR and EaR as of December 31, 20132014 and 20142015 are as follows:

ii-1) Shinhan Bank

 

  2013   2014   2014   2015 

VaR

  415,700     695,044    W179,367     202,029  

EaR

   356,453     313,619     313,619     185,254  

ii-2) Shinhan Card

 

  2013   2014   2014   2015 

VaR

  285,352     299,816    W89,909       88,825  

EaR

   17,040     23,458       23,458     12,663  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

ii-3) Shinhan Investment

 

  2013   2014   2014   2015 

VaR

  11,725     20,887    W5,106     9,846  

EaR

   126,321     119,812     119,812     85,881  

ii-4) Shinhan Life Insurance

 

  2013   2014   2014   2015 

VaR

  62,298     147,488    W201,940     206,432  

EaR

   2,428     4,525     4,525     5,947  

 

 (*1)The interest rate VaR was calculatedrepresents the maximum anticipated loss in a net asset value in one year under confidence level of 99.9% and is measured by the Financial Supervisory Service regulations based on the duration proxies and interest shocks by 200 basis points for each time bucket as recommended under the Basel Accord.internal model.
 (*2)The interest rate EaR was calculated by the Financial Supervisory Service regulations based on the “middle of time band” and interest shocks by 200 basis points for each time bucket as recommended under the Basel Accord.

iii) Foreign exchange risk

Foreign exchange risk arises because of the Group’s net foreign currency open position, which is the difference between its foreign currency assets and liabilities, including derivatives.

The Group manages foreign exchange risk on an overall position basis, including its overseas branches, by covering all of its foreign exchange spot and forward positions in both trading and non-trading accounts.

The Risk Policy Committee oversees Shinhan Bank’s foreign exchange exposure for both trading and non-trading activities by establishing limits for the net foreign currency open position, loss limits and VaR limits.

The management of Shinhan Bank’s foreign exchange position is centralized at the FX & Derivatives Department. Dealers in the FX & Derivatives Department manage Shinhan Bank’s overall position within the set limits through spot trading, forward contracts, currency options, futures and swaps and foreign exchange swaps.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Foreign currency denominated assets and liabilities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  USD   JPY EUR CNY   Other   Total   USD   JPY EUR CNY Other   Total 

Assets:

                   

Cash and due from banks

  2,454,298     1,236,206   94,546   1,464,235     454,990     5,704,275    W2,379,606     798,025   152,503   2,001,028   700,881     6,032,043  

Trading assets

   278,187     8,986    —     110,086   285,465     682,724  

Financial assets designated at FVTPL (*1)

   149,380     —      —      —      —       149,380  

Derivative assets

   127,127     351   5,205   1,418   1,746     135,847  

Loans

   12,066,235     4,074,563   1,088,485   1,777,469     2,045,999     21,052,751     14,854,848     4,218,136   929,165   2,304,384   2,345,771     24,652,304  

Trading assets

   237,996     5,020    —      —       110,694     353,710  

Derivative assets

   188,332     34   7,864   397     1,910     198,537  

AFS financial assets (*1)

   1,740,787     9,125   13,508   5,106     523,371     2,291,897  

HTM financial assets (*2)

   64,451     294,027    —     63,991     28,251     450,720  

AFS financial assets (*2)

   1,638,766     41,160   4,143    —     536,891     2,220,960  

HTM financial assets (*3)

   61,376     180,191    —     51,180   38,326     331,073  

Other financial assets

   1,329,737     348,676   105,395   43,322     116,523     1,943,653     1,884,301     213,949   33,864   279,412   120,851     2,532,377  
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 
18,081,836   5,967,651   1,309,798   3,354,520   3,281,738   31,995,543    W21,373,591     5,460,798   1,124,880   4,747,508   4,029,931     36,736,708  
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

Liabilities:

         

Deposits

6,526,255   5,280,535   319,828   2,492,930   1,818,909   16,438,457    W7,416,198     4,548,996   383,545   3,003,747   2,325,939     17,678,425  

Trading liabilities

 —     —     —     —     398,596   398,596     430     —      —      —     428,936     429,366  

Financial liabilities designated at FVTPL (*3)

 46,806   —     —     —     —     46,806  

Financial liabilities designated at FVTPL (*1)

   188,123     —      —      —      —       188,123  

Derivative liabilities

 130,607   46,114   —     2,901   1,919   181,541     69,371     72,637   366   916   579     143,869  

Borrowings

 4,320,200   420,004   505,242   228,988   221,460   5,695,894     5,519,777     261,194   511,723   387,367   261,130     6,941,191  

Debt securities issued

 4,618,872   653,029   —     104,292   507,813   5,884,006     5,515,370     585,209    —      —     389,648     6,490,227  

Other financial liabilities

 1,134,441   309,432   374,739   170,065   320,016   2,308,693     1,999,245     129,719   103,272   436,379   185,590     2,854,205  
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 
16,777,181   6,709,114   1,199,809   2,999,176   3,268,713   30,953,993    W20,708,514     5,597,755   998,906   3,828,409   3,591,822     34,725,406  
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

Net assets (liabilities)

1,304,655   (741,463 109,989   355,344   13,025   1,041,550    W665,077     (136,957 125,974   919,099   438,109     2,011,302  

Off-balance derivative exposure

 147,613   753,581   (114,039 49,107   296,693   1,132,955     350,795     132,161   (60,167 (554,143 83,193     (48,161
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

Net position

1,452,268   12,118   (4,050 404,451   309,718   2,174,505    W1,015,872     (4,796 65,807   364,956   521,302     1,963,141  
  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

 

(*1)FVTPL : fair value through profit or loss
(*2)AFS : available-for-sale
(*3)HTM : held-to-maturity

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

  2014   2015 
  USD   JPY EUR CNY Other   Total   USD   JPY   EUR CNY   Other Total 

Assets:

                   

Cash and due from banks

  2,379,606     798,025   152,503   2,001,028   700,881     6,032,043    W3,255,745     1,146,612     137,912   1,854,220     875,451   7,269,940  

Trading assets

   376,477     6,102     52,440   27,330     172,335   634,684  

Financial assets designated at FVTPL (*1)

   335,474     —       —      —       —     335,474  

Derivative assets

   77,075     8,110     2,596   3,989     330   92,100  

Loans

   14,854,848     4,218,136   929,165   2,304,384   2,345,771     24,652,304     15,053,386     4,460,483     1,150,044   2,881,059     3,012,725   26,557,697  

Trading assets

   278,187     8,986    —     110,086   285,465     682,724  

Derivative assets

   127,127     351   5,205   1,418   1,746     135,847  

Financial assets designated at FVTPL (*1)

   149,380     —      —      —      —       149,380  

AFS financial assets (*2)

   1,638,766     41,160   4,143    —     536,891     2,220,960     1,961,730     65,075     16,979   5,441     594,535   2,643,760  

HTM financial assets (*3)

   61,376     180,191    —     51,180   38,326     331,073     124,651     143,529     —     148,258     83,892   500,330  

Other financial assets

   1,884,301     213,949   33,864   279,412   120,851     2,532,377     2,338,372     268,558     126,115   654,260     185,008   3,572,313  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 
21,373,591   5,460,798   1,124,880   4,747,508   4,029,931   36,736,708    W23,522,910     6,098,469     1,486,086   5,574,557     4,924,276   41,606,298  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Liabilities:

          

Deposits

7,416,198   4,548,996   383,545   3,003,747   2,325,939   17,678,425    W8,526,888     5,300,848     451,613   3,544,013     2,554,630   20,377,992  

Trading liabilities

 430   —     —     —     428,936   429,366     317     —       —      —       453,605   453,922  

Financial liabilities designated at FVTPL (*1)

 188,123   —     —     —     —     188,123     368,633     4,530     1,142    —       —     374,305  

Derivative liabilities

 69,371   72,637   366   916   579   143,869     60,636     658     260   2,260     209   64,023  

Borrowings

 5,519,777   261,194   511,723   387,367   261,130   6,941,191     6,043,186     179,412     390,562   717,309     366,803   7,697,272  

Debt securities issued

 5,515,370   585,209   —     —     389,648   6,490,227     5,581,146     291,603     153,664   216,660     144,381   6,387,454  

Other financial liabilities

 1,999,245   129,719   103,272   436,379   185,590   2,854,205     2,465,314     211,698     337,612   827,811     314,892   4,157,327  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 
20,708,514   5,597,755   998,906   3,828,409   3,591,822   34,725,406    W23,046,120     5,988,749     1,334,853   5,308,053     3,834,520   39,512,295  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Net assets (liabilities)

665,077   (136,957 125,974   919,099   438,109   2,011,302  

Net assets

  W476,790     109,720     151,233   266,504     1,089,756   2,094,003  

Off-balance derivative exposure

 350,795   132,161   (60,167 (554,143 83,193   (48,161   266,359     24,438     (121,245 69,342     (408,120 (169,226
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Net position

1,015,872   (4,796 65,807   364,956   521,302   1,963,141    W743,149     134,158     29,988   335,846     681,636   1,924,777  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

  

 

 

 

(*1)AFS : available-for-sale
(*2)HTM : held-to-maturity
(*3)FVTPL : fair value through profit or loss

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 (d)Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

Each subsidiary seeks to minimize liquidity risk through early detection of risk factors related to the sourcing and managing of funding that may cause volatility in liquidity and by ensuring that it maintains an appropriate level of liquidity through systematic management. At the groupwide level, the Group manages liquidity risk by conducting monthly stress tests that compare liquidity requirements under normal situations against those under three types of stress situations, namely, the group-specific internal crisis, crisis in the external market and a combination of internal and external crisis. In addition, in order to preemptively and comprehensively manage liquidity risk, the Group measure and monitor liquidity risk management using various indices, including the “limit management index”, “early warning index” and “monitoring index”.

Shinhan Bank applies the following basic principles for liquidity risk management:

 

raise funding in sufficient amounts, at the optimal time at reasonable costs;

 

maintain risk at appropriate levels and preemptively manage them through a prescribed risk limit system and an early warning signal detection system;

 

secure stable sources of revenue and minimize actual losses by implementing an effective asset-liability management system based on diversified sources of funding with varying maturities;

 

monitor and manage daily and intra-daily liquidity positions and risk exposures for timely payment and settlement of financial obligations due under both normal and crisis situations;

 

conduct periodic contingency analysis in anticipation of any potential liquidity crisis and establish and implement emergency plans in case of a crisis actually happening; and

 

consider liquidity-related costs, benefits of and risks in determining the pricing of the Group’s products and services, employee performance evaluations and approval of launching of new products and services.

As for any potential liquidity shortage at or near the end of each month, Shinhan Card maintains liquidity at a level sufficient to withstand credit shortage for three months. In addition, Shinhan Card manages liquidity risk by defining and managing various indicators of liquidity risk, such as the actual liquidity gap ratio (in relation to the different maturities for assets as compared to liabilities), the liquidity buffer ratio, the maturity repayment ratio, the ratio of actual funding compared to budgeted funding and the ratio of asset-backed securities to total borrowings, at different risk levels of “caution”, “unstable” and “at risk”, and the Group also has contingency plans in place in case of any emergency or crisis.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Contractual maturities for financial instruments including cash flows of principal and interest and off balance as of December 31, 20132014 and 20142015 are as follows:

 

 2013 (Restated, see note 48)  2014 
 Less than
1 month
 1~3
months
 3~6
months
 6 months
~1 year
 1~5
years
 More than
5 years
 Total  Less than
1 month
 1~3
months
 3~6
months
 6 months
~ 1 year
 1~5
years
 More than
5 years
 Total 

Non-derivative financial instruments:

              

Assets:

              

Cash and due from banks

 13,158,921   1,132,108   1,158,640   842,635   71,427   236,053   16,599,784   W16,293,055   1,202,567   1,294,502   1,824,756   35,664   47,375   20,697,919  

Loans

 29,266,553   28,405,856   32,069,312   46,773,416   51,992,423   45,558,541   234,066,101  

Trading assets (*3)

 18,021,851    —      —      —      —      —     18,021,851   24,206,873   7,380    —     37,479   36,498   81,519   24,369,749  

Financial assets designated at fair value through profit or loss

 2,387,535   146,011   99,491   88,401   639,495    —     3,360,933   1,894,062   32,715   116,973   26,051   564,132   103,596   2,737,529  

Loans

 28,612,094   29,867,481   34,979,379   51,517,129   55,500,327   49,283,162   249,759,572  

Available-for-sale financial assets (*3)

 28,471,792   1,424,789   43,166   569,533   304,446   2,801,295   33,615,021   26,174,710   1,955,624   30,042   1,002,739   26,551   2,229,016   31,418,682  

Held-to-maturity financial assets

 163,006   860,399   216,955   1,708,192   6,138,602   5,884,452   14,971,606   205,544   636,188   394,655   1,265,085   7,646,864   7,471,576   17,619,912  

Other financial assets

 4,234,883   115,317   259,591   335,576   3,732,060   83,282   8,760,709   6,337,858   21,269   20,151   327,983   3,382,771   190,599   10,280,631  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
95,704,541   32,084,480   33,847,155   50,317,753   62,878,453   54,563,623   329,396,005   W103,724,196   33,723,224   36,835,702   56,001,222   67,192,807   59,406,843   356,883,994  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities:

       

Deposits (*2)

81,531,603   20,667,444   25,856,289   43,637,751   10,648,429   2,907,671   185,249,187   W92,720,125   22,382,996   27,514,353   42,443,826   11,473,918   3,708,829   200,244,047  

Trading liabilities (*3)

 1,258,283   —     —     —     —     —     1,258,283  

Trading liabilities

 2,688,734    —      —      —      —      —     2,688,734  

Financial liabilities designated at fair value through profit or loss

 149,918   220,932   287,058   820,256   6,672,700   845,656   8,996,520  

Borrowings

 10,104,078   1,791,667   2,152,228   1,795,100   3,816,464   790,890   20,450,427   13,112,645   1,991,313   1,751,068   1,791,657   3,737,094   846,679   23,230,456  

Debt securities issued

 1,111,445   2,864,917   3,065,423   4,710,799   24,847,517   5,708,971   42,309,072   846,643   1,909,290   4,171,870   7,515,358   23,271,423   3,201,822   40,916,406  

Financial liabilities designated at fair value through profit or loss

 56,175   206,479   442,352   677,631   4,205,094   321,399   5,909,130  

Other financial liabilities

 14,587,022   148,854   52,803   173,826   433,346   65,753   15,461,604   16,634,144   45,750   15,921   172,690   471,352   108,993   17,448,850  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
108,648,606   25,679,361   31,569,095   50,995,107   43,950,850   9,794,684   270,637,703   W126,152,209   26,550,281   33,740,270   52,743,787   45,626,487   8,711,979   293,525,013  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Off balance (*4):

       

Finance guarantee contracts

2,457,712   —     —     —     —     —     2,457,712   W3,090,873    —      —      —      —      —     3,090,873  

Loan commitments and other

 74,824,310   —     —     —     —     —     74,824,310   74,295,365    —      —      —      —      —     74,295,365  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
77,282,022   —     —     —     —     —     77,282,022   W77,386,238    —      —      —      —      —     77,386,238  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Derivatives:

       

Cash inflows

1,827,969   671,262   234,757   327,195   1,886,110   736,877   5,684,170   W1,530,627   339,105   197,109   1,036,878   1,845,455   50,797   4,999,971  

Cash outflows

 (1,894,089 (425,602 (221,876 (263,615 (1,678,499 (416,179 (4,899,860 (1,614,763 (104,502 (153,737 (1,009,806 (1,925,721 (433,058 (5,241,587
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
(66,120 245,660   12,881   63,580   207,611   320,698   784,310   W(84,136 234,603   43,372   27,072   (80,266 (382,261 (241,616
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 2014  2015 
 Less than
1 month
 1~3
months
 3~6
months
 6 months
~1 year
 1~5
years
 More than
5 years
 Total  Less than
1 month
 1~3
months
 3~6 months 6 months
~ 1 year
 1~5
years
 More than
5 years
 Total 

Non-derivative financial instruments:

              

Assets:

              

Cash and due from banks

 16,293,055   1,202,567   1,294,502   1,824,756   35,664   47,375   20,697,919   W16,843,128   1,641,876   1,530,110   2,050,819   29,843   23,073   22,118,849  

Loans

 28,612,094   29,867,481   34,979,379   51,517,129   55,500,327   49,283,162   249,759,572  

Trading assets (*3)

 24,369,749    —      —      —      —      —     24,369,749   22,501,571   24,397   30,194   73,262   20,028   6,593   22,656,045  

Financial assets designated at fair value through profit or loss

 2,160,836   32,715   106,930   26,051   409,795   1,202   2,737,529   2,369,896   51,860   4,688   97,645   619,170   101,074   3,244,333  

Loans

 29,674,971   30,614,739   37,138,646   55,209,656   66,445,746   54,084,5500   273,168,308  

Available-for-sale financial assets (*3)

 26,174,710   1,974,674   10,992   1,002,739   26,551   2,229,016   31,418,682   29,415,328   1,091,745   12,623   1,173,011   398,156   1,904,249   33,995,112  

Held-to-maturity financial assets

 205,544   636,188   394,655   1,265,085   7,646,864   7,471,576   17,619,912   78,916   236,378   565,038   1,085,581   9,518,678   9,582,297   21,066,888  

Other financial assets

 6,337,858   21,269   20,151   327,983   3,382,771   190,599   10,280,631   8,057,613   24,202   21,106   290,955   3,502,493   90,587   11,986,956  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
104,153,846   33,734,894   36,806,609   55,963,743   67,001,972   59,222,930   356,883,994   W108,941,423   33,685,197   39,302,405   59,980,929   80,534,114   65,792,423   388,236,491  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities:

       

Deposits (*2)

92,720,125   22,382,996   27,514,353   42,443,826   11,473,918   3,708,829   200,244,047   W108,029,850   21,996,113   26,252,328   51,392,270   13,511,745   3,415,583   224,597,889  

Trading liabilities (*3)

 2,688,734   —     —     —     —     —     2,688,734  

Trading liabilities

 2,135,390    —      —      —      —      —     2,135,390  

Financial liabilities designated at fair value through profit or loss

 151,597   368,648   335,632   1,586,608   5,496,762   977,743   8,916,990  

Borrowings

 13,112,645   1,991,313   1,751,068   1,791,657   3,737,094   846,679   23,230,456   10,799,071   2,321,249   1,410,898   2,392,047   4,425,261   682,720   22,031,246  

Debt securities issued

 846,643   1,909,290   4,171,870   7,515,358   23,271,423   3,201,822   40,916,406   805,212   2,582,626   3,036,650   8,292,380   25,620,414   4,096,669   44,433,951  

Financial liabilities designated at fair value through profit or loss

 149,918   220,932   287,058   820,256   6,672,700   845,656   8,996,520  

Other financial liabilities

 16,634,144   45,750   15,921   172,690   471,352   108,993   17,448,850   18,623,136   34,873   303,104   154,200   321,174   55,163   19,491,650  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
126,152,209   26,550,281   33,740,270   52,743,787   45,626,487   8,711,979   293,525,013   W140,544,256   27,303,509   31,338,612   63,817,505   49,375,356   9,227,878   321,607,116  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Off balance (*4):

       

Finance guarantee contracts

3,090,873   —     —     —     —     —     3,090,873   W3,679,486    —      —      —      —      —     3,679,486  

Loan commitments and other

 74,295,365   —     —     —     —     —     74,295,365   76,965,151    —      —      —      —      —     76,965,151  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
77,386,238   —     —     —     —     —     77,386,238   W80,644,637    —      —      —      —      —     80,644,637  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Derivatives:

       

Cash inflows

1,530,627   339,105   197,109   1,036,878   1,845,455   50,797   4,999,971   W2,040,644   493,895   375,267   1,127,109   1,835,195   42,160   5,914,270  

Cash outflows

 (1,614,763 (104,502 (153,737 (1,009,806 (1,925,721 (433,058 (5,241,587 (2,601,358 (329,658 (354,063 (1,075,864 (1,645,263 (30,270 (6,036,476
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
(84,136 234,603   43,372   27,072   (80,266 (382,261 (241,616 W(560,714 164,237   21,204   51,245   189,932   11,890   (122,206
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)These amounts include cash flows of principal and interest on financial liabilities.
(*2)Demand deposits amounting to ₩59,143,510W68,949,585 million and ₩68,949,585W83,639,042 million as of December 31, 20132014 and 20142015 are included in the ‘Less than 1 month’ category, respectively.
(*3)Available-for-sale financial assets trading assets and trading liabilities,assets which are not restricted for sale and measured at market prices were included in the ‘Less than 1 month’ category.category; and the other available-for-sale financial assets and trading assets are classified by the earliest maturities available for sale.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

(*4)Financial guarantees such as financial guarantee contracts and loan commitments and others provided by the Group are classified based on the earliest date at which the Group should fulfill the obligation under the guarantee when the counterparty requests payment.

 

 (e)Measurement of fair value

The fair values of financial instruments being traded in an active market are determined by the published market prices of each period end. The published market prices of financial instruments being held by the Group are based on the trading agencies’ notifications. If the market for a financial instrument is not active, such as OTC (Over The Counter market) derivatives, fair value is determined either by using a valuation technique or independent third-party valuation service.

The Group uses various valuation techniques and is setting rational assumptions based on the present market situations. Such valuation techniques may include using recent arm’s length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models.

The Group classifies and discloses fair value of financial instruments into the following three-level hierarchy:

 

Level 1: Financial instruments measured at quoted prices from active markets are classified as fair value level 1.

 

Level 2: Financial instruments measured using valuation techniques where all significant inputs are observable market data are classified as level 2.

 

Level 3: Financial instruments measured using valuation techniques where one or more significant inputs are not based on observable market data are classified as level 3.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

i) Financial instruments measured at fair value

 

The fair value hierarchy of financial assets presented at their fair values in the statements of financial position as of December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Financial assets

                

Trading assets:

                

Debt securities

  2,904,587     12,329,028     29,997     15,263,612    W5,553,244     15,567,883     155,271     21,276,398  

Equity securities

   627,131     2,060,870     5,348     2,693,349     1,191,394     1,659,309     10,519     2,861,222  

Gold deposits

   76,337     —       —       76,337     224,556     —       —       224,556  

Financial assets designated at fair value through profit or loss:

                

Debt securities and others

   171,881     1,037,630     681,408     1,890,919     59,945     1,469,473     416,782     1,946,200  

Equity securities

   46,573     1,209,975     213,298     1,469,846     17,955     630,537     142,683     791,175  

Derivative assets:

                

Trading

   7,010     1,345,476     197,230     1,549,716     4,640     1,247,402     159,126     1,411,168  

Hedging

   —       115,195     52,557     167,752     —       95,706     61,433     157,139  

Available-for-sale financial assets:

                

Debt securities

   7,614,090     21,077,315     17,269     28,708,674     7,371,643     19,468,619     15,400     26,855,662  

Equity securities

   2,285,388     485,498     2,117,007     4,887,893     1,647,908     346,331     2,568,113     4,562,352  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
13,732,997   39,660,987   3,314,114   56,708,098    W16,071,285     40,485,260     3,529,327     60,085,872  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities

Financial liabilities:

        

Trading liabilities:

        

Securities sold

859,687   —     —     859,687    W2,259,798     —       —       2,259,798  

Gold deposits

 398,596   —     —     398,596     428,936     —       —       428,936  

Financial liabilities designated at fair value through profit or loss:

        

Deposits

   —       3,054     3.085     6,139  

Securities sold

 672   —     —     672     417     —       —       417  

Derivatives-combined securities

 —     1,379,367   4,529,091   5,908,458     154     2,004,122     6,985,349     8,989,625  

Derivative liabilities:

        

Trading

 6,216   1,310,870   363,549   1,680,635     5,317     1,360,839     230,244     1,596,400  

Hedging

 —     147,416   191,345   338,761     —       92,392     28,763     121,155  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
1,265,171   2,837,653   5,083,985   9,186,808    W2,694,622     3,460,407     7,247,441     13,402,470  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 2014  2015 
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 

Financial assets

        

Trading assets:

        

Debt securities

 5,553,244   15,567,883   155,271   21,276,398   W5,496,812   13,789,920   159,454   19,446,186  

Equity securities

 1,191,394   1,659,309   10,519   2,861,222   1,168,610   1,832,283   42,149   3,043,042  

Gold deposits

 224,556    —      —     224,556   149,221    —      —     149,221  

Financial assets designated at fair value through profit or loss:

        

Debt securities and others

 59,945   1,469,473   416,782   1,946,200   133,652   1,868,749   326,618   2,329,019  

Equity securities

 17,955   630,537   142,683   791,175   6,045   784,596   124,506   915,147  

Derivative assets:

        

Trading

 4,640   1,247,402   159,126   1,411,168   4,881   1,695,320   113,160   1,813,361  

Hedging

  —     95,706   61,433   157,139    —     153,455   27,898   181,353  

Available-for-sale financial assets:

        

Debt securities

 7,371,643   19,468,619   15,400   26,855,662   9,265,153   19,582,353   190,134   29,037,640  

Equity securities

 1,647,908   346,331   2,568,113   4,562,352   1,545,321   594,186   2,788,924   4,928,431  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
16,071,285   40,485,260   3,529,327   60,085,872   W17,769,695   40,300,862   3,772,843   61,843,400  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial liabilities:

    

Trading liabilities:

    

Securities sold

2,259,798   —     —     2,259,798   W1,681,785    —      —     1,681,785  

Gold deposits

 428,936   —     —     428,936   453,605    —      —     453,605  

Financial liabilities designated at fair value through profit or loss:

    

Deposits

 —     —     6,139   6,139    —     10,542   2,967   13,509  

Securities sold

 417   —     —     417   86,532    —      —     86,532  

Derivatives-combined securities

 154   2,004,122   6,985,349   8,989,625    —     2,374,637   6,441,654   8,816,291  

Derivative liabilities:

    

Trading

 5,317   1,360,839   230,244   1,596,400   9,122   1,653,121   752,927   2,415,170  

Hedging

 —     92,392   28,763   121,155    —     92,146   91,972   184,118  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
2,694,622   3,457,353   7,250,495   13,402,470   W2,231,044   4,130,446   7,289,520   13,651,010  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

There was no transfer between level 1 and level 2 for the years ended December 31, 20132014 and 2014.2015.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Changes in carrying values of financial instruments classified as Level 3 for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Trading assets Financial assets
designated at
FVTPL (*5)
 Available-for-
sale financial
assets
 Derivative
assets and
liabilities, net
 Financial
liabilities
designated at
FVTPL (*5)
   Trading assets Financial assets
designated at
FVTPL (*3)
 Available-for-
sale financial
assets
 Derivative
assets and
liabilities, net
 Financial
liabilities
designated at
FVTPL (*3)
 

Beginning balance

  177,451   692,860   2,559,462   83,690   4,258,199    W35,345   894,706   2,134,276   (305,107 (4,529,091

Recognized in total comprehensive income for the year:

            

Recognized in profit (loss) for the year (*1)

   (3,603 5,856   (61,469 (157,720 59,683     7,519   (124,819 (114,991 348,608   (356,036

Recognized in other comprehensive income (loss) for the year

   —      —     76,900   (1,148  —       —      —     133,010   (798  —    
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
 (3,603 5,856   15,431   (158,868 59,683     7,519   (124,819 18,019   347,810   (356,036

Purchase

 486,200   680,253   537,190   48,469   —       412,363   323,824   603,113   30,864    —    

Issue

 —     —     —     (75,719 4,996,245     —      —      —      —     (3,538

Settlement

 (626,200 (473,800 (404,688 (202,679 (4,785,036   (289,437 (534,246 (203,674 (111,963 (2,099,769

Transfer in (*2),(*3)

 1,497   —     210,550   —     —    

Transfer out (*2),(*4)

 —     (10,463 (783,669 —     —    

Transfer in (*2)

   —      —     35,336    —      —    

Transfer out (*2)

   —      —     (3,557 (52  —    
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ending balance

35,345   894,706   2,134,276   (305,107 4,529,091    W165,790   559,465   2,583,513   (38,448 (6,988,434
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

  2014   2015 
  Trading assets Financial assets
designated at
FVTPL (*5)
 Available-for-
sale financial
assets
 Derivative
assets and
liabilities, net
 Financial
liabilities
designated at
FVTPL (*5)
   Trading assets Financial assets
designated at
FVTPL (*3)
 Available-for-
sale financial
assets
 Derivative
assets and
liabilities, net
 Financial
liabilities
designated at
FVTPL (*3)
 

Beginning balance

  35,345   894,706   2,134,276   (305,107 4,529,091    W165,790   559,465   2,583,513   (38,448 (6,988,434

Recognized in total comprehensive income for the year:

            

Recognized in profit (loss) for the year (*1)

   7,519   (124,819 (115,324 348,976   356,008     4,426   (70,335 61,988   (594,773 469,274  

Recognized in other comprehensive income (loss) for the year

   —      —     136,483   (798  —       —      —     (32,170 (163  —    
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
 7,519   (124,819 21,159   348,178   356,008     4,426   (70,335 29,818   (594,936 469,274  

Purchase

 412,363   323,824   607,297   28,376   —       278,477   354,258   903,357   15,932   (179

Issue

 —     —     —     —     6,623     —      —      —      —     (7,662,427

Settlement

 (289,437 (534,246 (210,998 (109,843 2,099,766     (247,090 (392,264 (462,617 (86,327 7,737,145  

Transfer in (*2),(*3)

 —     —     35,336   —     —    

Transfer out (*2),(*4)

 —     —     (3,557 (52 —    

Transfer in (*2)

   —      —     23,511    —      —    

Transfer out (*2)

   —      —     (98,524 (62  —    
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ending balance

165,790   559,465   2,583,513   (38,448 6,991,488    W201,603   451,124   2,979,058   (703,841 (6,444,621
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

(*1)Recognized profit or loss of the changes in carrying value of financial instruments classified as Level 3 for the years ended December 31, 20132014 and 2014,2015, are included in the accounts of the statements of comprehensive income, of which the amounts and the related accounts are as follows:

 

  2013 2014   2014 2015 
  Amounts
recognized in
profit or loss
 Recognized
profit or loss
from the
financial
instruments
held as of
December 31
 Amounts
recognized in
profit or loss
 Recognized
profit or loss
from the
financial
instruments
held as of
December 31
   Amounts
recognized in
profit or loss
 Recognized
profit or loss
from the
financial
instruments
held as of
December 31
 Amounts
recognized in
profit or loss
 Recognized
profit or loss
from the
financial
instruments
held as of
December 31
 

Trading income

  585   1,174   16,971   16,276    W202,418   1,329   (517,524 (797,960

Gain (loss) on financial instruments designated at FVTPL

   63,077   (180,460 416,636   (56,244   (480,854 (232,238 398,938   726,298  

Gain (loss) on disposal of available-for-sale financial assets

   47,379    —     25,890    —       26,342    —     148,084    —    

Impairment losses on financial assets

   (115,647 (114,626 (140,958 (140,885   (141,410 (140,885 (88,327 (85,679

Other operating income (expenses)

   (155,615 (153,267 153,786   154,846     153,785   154,846   (70,591 (70,385
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
(160,221 (447,179 472,325   (26,007  W(239,719 (216,948 (129,420 (227,726
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(*2)Changes in levels for the financial instruments occurred due to the change in the availability of observable market data. The Group reviews the levels of financial instruments as of the end of the reporting period considering the related events and circumstances in the reporting period.
(*3)Transfers into Level 3 are recognized principally where the fair value of an asset cannot be determined based on variables observable through the market due to disruptions in, or infrequency of, market trading of such asset.
(*4)Transfers out of Level 3 are recognized principally where fair market values can be determined for marketable securities whose valuation previously depended on assessment by outside valuation firms.
(*5)FVTPL : fair value through profit or loss

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Valuation techniques and inputs used in measuring the fair value of financial instruments classified as level 2 as of December 31, 20142015 are as follows:

 

Type of financial instrument

  Valuation
technique
  Carrying value   

Significant inputs

Assets

      

Trading assets:

      

Debt securities

  DCF (*1)  W15,567,88313,789,920    Discount rate

Equity securities

  NAV (*2)   1,659,3091,832,283    Price of underlying assets
    

 

 

   
  17,227,19215,622,203  
    

 

 

   

Financial assets designated at fair value through profit or loss:

Debt securities

DCF (*1) 1,469,4731,868,749  Discount rate

Equity securities

NAV (*2) 630,537784,596  Price of underlying assets
    

 

 

   
  2,100,0102,653,345  
    

 

 

   

Derivative assets:

Trading

Option model,

DCF (*1)

 1,247,4021,695,320  Discount rate, foreign exchange rate, volatility, stock price, commodity index, etc.

Hedging

  95,706153,455  
    

 

 

   
  1,343,1081,848,775  
    

 

 

   

Available-for-sale financial assets:

Debt securities

DCF (*1) 19,468,61919,582,353  Discount rate

Equity securities

NAV (*2)346,331Price of underlying assets

Equity securities

  

NAV (*2)
   
594,186  19,814,950
    

 

 

   
  40,485,26020,176,539  

40,300,862
    

 

 

   

Liabilities

Financial liabilities designated at fair value through profit or loss:

Others

DCF (*1) 2,004,1222,385,179  Discount rate

Derivative liabilities:

Trading

Option model,

DCF (*1)

 1,360,8391,653,121  Discount rate, foreign exchange rate, volatility, stock price, commodity index, etc.

Hedging

  92,39292,146  
    

 

 

   
  1,453,2311,745,267  
    

 

 

   
3,457,353  W4,130,446
    

 

 

   

 

(*1)DCF : Discounted cash flow
(*2)NAV : Net asset value

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Valuation techniques and significant inputs, but not observable, used in measuring the fair value of financial instruments classified as level 3 as of December 31, 20142015 are as follows:

 

Type of financial instrument

 Valuation
technique
 Carrying
value
(*4)
  

Significant unobservable
inputs

 Range

Financial assets

    

Trading assets:

    

Debt securities

 DCF (*1) 155,271   The volatility of the underlying asset 1.75%~2.05%

Financial assets designated at fair value through profit or loss:

    

Debt securities and other securities

 DCF (*1)  559,465   The volatility of the underlying asset, correlations 0%~44.09%
8.23%~65.17%

Derivative assets:

    

Equity and foreign exchange related

 Option
model (*2)
  127,420   The volatility of the underlying asset, correlations 0%~43.79%
(0.06%)~65.18%

Interest rates related

 Option
model (*2)
  85,485   

The volatility of the underlying asset, regression coefficient,

correlations

 0.16%~0.64%
0%~3.02%
0%~41.70%

Commodity related

 Option
model (*2)
  7,654   The volatility of the underlying asset, correlations 0%~46.50%
(15.43%)~75.10%
  

 

 

   
 220,559  
  

 

 

   

Available-for-sale financial assets:

Debt securities

NAV (*3) 15,400  Discount rate, growth rate0.00%

Equity securities

DCF (*1) 2,566,650  Discount rate, growth rate2.29%~23.25%
0%~3.50%
 2,582,050  
  

 

 

   
3,517,345  
  

 

 

   

Type of financial instrument

Valuation
technique
Carrying
value
(*4)

Significant unobservable

inputs

Range

Financial assets

Trading assets:

Debt securities

DCF (*1)W159,454The volatility of the underlying asset, correlations0.44%~23.73%

77.95%

Financial assets designated at fair value through profit or loss:

Debt securities and other securities

DCF (*1)451,124The volatility of the underlying asset, correlations5.06%~80.39%

(7.44)%~53.5%

Derivative assets:

Equity and foreign exchange related

Option
model (*2)
74,613The volatility of the underlying asset, correlations3.74%~43.50%

(44.72%)~53.5%

Interest rates related

Option
model (*2)
55,189

The volatility of the underlying asset, regression coefficient,

correlations

0.40%~16.6%

0.02%~2.05%

0%~100%

Credit and commodity related

Option
model (*2)
11,256The volatility of the underlying asset, correlations1.41%~47.48%

(8.26%)~90.25%

141,058

Available-for-sale financial assets:

Debt securities

NAV (*3)190,134Discount rate, growth rate0.84%~21.65%

0%~3.5%

Equity securities

DCF (*1)2,788,924

2,979,058

W3,730,694

 

(*1)DCF : discounted cash flow
(*2)Option model that the Group uses in derivative valuation includes Black-Scholes model, Hull-White model, Monte Carlo simulation, etc.
(*3)NAV : net asset value
(*4)Valuation techniques and inputs are not disclosed when the carrying amount is a reasonable approximation of fair value.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

Type of financial instrument

 

Valuation
technique

 Carrying
value
(*2)
  

Significant unobservable inputs

 Range

Financial liabilities

    

Financial liabilities designated at fair value through profit or loss:

    

Other securitiesEquity related

 Option
model (*1)
 6,991,488W6,444,621   The volatility of the underlying asset, correlations 22.08%22.20%~28.19%28.48%
34%

15.43%~52.70%

Derivative liabilities:

    

Equity and foreign exchange related

 Option
model (*1)
  120,397590,208   The volatility of the underlying asset, correlations 0%3.74%~47.54%79.81%

(0.06%)(3.84)%~63.59%

73.25%

Interest rates related

 Option
model (*1)
  17,956109,709   

The volatility of the underlying asset, regression coefficient,

correlations

 0.16%~32.94%
0.02%~2.04%
0%~27.38%

0%~3.02%
0.43%~41.7%

100%

CommodityCredit and commodity related

 Option
model (*1)
  120,654144,982   The volatility of the underlying asset, correlations 0%7.09~47.48%
23.90%~58.67%
26.88%~92.00%100%

   259,007844,899    
  

 

 

   
7,250,495W7,289,520 
  

 

 

   

 

(*1)Option model that the Group uses in derivative valuation includes Black-Scholes model, Hull-White model, Monte Carlo simulation, etc.
(*2)Valuation techniques and inputs are not disclosed when the carrying amount is a reasonable approximation of fair value.

 

 Sensitivity analysis for fair value measurements in Level 3

Although the Group believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

For level 3 fair value measurement, changing one or more of the unobservable inputs used to reasonably possible alternative assumptions would have the following effects on profit or loss, or other comprehensive income as of December 31, 20132014 and 2014.2015.

 

  2013   2014 
  Favorable
changes
   Unfavorable
changes
   Favorable
changes
   Unfavorable
changes
 

Financial assets:

        

Effects on profit or loss for the period (*1):

        

Trading assets

  375     (1,249

Financial assets designated at fair value through profit or loss

   5,170     (4,385  W2,691     (2,761

Derivative assets

   16,053     (24,130   25,759     (33,508
  

 

   

 

   

 

   

 

 
 21,598   (29,764   28,450     (36,269

Effects on other comprehensive income for the period:

    

Available-for-sale financial assets (*2)

 165,734   (73,273   195,171     (69,090
  

 

   

 

   

 

   

 

 
187,332   (103,037  W223,621     (105,359
  

 

   

 

   

 

   

 

 

Financial liabilities:

    

Effects on profit or loss for the period (*1):

    

Financial liabilities designated at fair value through profit or loss

45,080   (48,732  W82,347     (81,191

Derivative liabilities

 56,084   (58,729   74,637     (76,587
  

 

   

 

   

 

   

 

 
101,164   (107,461  W156,984     (157,778
  

 

   

 

   

 

   

 

 

 

  2014   2015 
  Favorable
changes
   Unfavorable
changes
   Favorable
changes
   Unfavorable
changes
 

Financial assets:

        

Effects on profit or loss for the period (*1):

        

Trading assets

   64     (45

Financial assets designated at fair value through profit or loss

  2,691     (2,761   2,837     (4,416

Derivative assets

   25,759     (33,508   7,592     (11,254
  

 

   

 

   

 

   

 

 
 28,450   (36,269   10,493     (15,715

Effects on other comprehensive income for the period:

    

Available-for-sale financial assets (*2)

 195,171   (69,090   90,343     (30,856
  

 

   

 

   

 

   

 

 
223,621   (105,359   100,836     (46,571
  

 

   

 

   

 

   

 

 

Financial liabilities:

    

Effects on profit or loss for the period (*1):

    

Financial liabilities designated at fair value through profit or loss

82,347   (81,191   64,089     (79,575

Derivative liabilities

 74,637   (76,587   87,885     (62,248
  

 

   

 

   

 

   

 

 
156,984   (157,778   151,974     (141,823
  

 

   

 

   

 

   

 

 

 

 (*1)Fair value changes are calculated by increasing or decreasing the volatility of the underlying asset(-10~10%) or correlations (-10~10%).
 (*2)Fair value changes are calculated by increasing or decreasing discount rate (-1~1%) or growth rate (0~1%).

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

ii) Financial instruments measured at amortized cost

 

The method of measuring the fair value of financial instruments measured at amortized cost is as follows:

 

Type

  

Measurement methods of fair value

Cash and due from banks

  The carrying amount and the fair value for cash are identical and most of deposits are floating interest rate deposits or next day deposits of a short-term instrument. For this reason, the carrying value approximates fair value.

Loans

  The fair value of the loans is measured by discounting the expected cash flow at the market interest rate and credit risk, etc.

Held-to-maturity financial assets

  The fair value of held-to-maturity financial assets is determined by applying the lesser of two quoted bond prices provided by two bond pricing agencies as of the latest trading date

Deposits and borrowings

  The carrying amount and the fair value for demand deposits, cash management account deposits, call money as short-term instrument are identical. The fair value of others is measured by discounting the contractual cash flow at the market interest rate that takes into account the residual risk.

Debt securities issued

  The fair value of deposits and borrowings is based on the published price quotations in an active market. In case there is no data for an active market price, it is measured by discounting the contractual cash flow at the market interest rate that takes into account the residual risk.

 

The carrying value and the fair value of financial instruments measured at amortized cost as of December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014   2014   2015 
  Carrying value   Fair
value
   Carrying
value
   Fair
value
   Carrying value   Fair
value
   Carrying
value
   Fair
value
 

Assets:

                

Loans

  205,722,718     207,047,757     221,617,689     223,965,124    W221,617,689     223,965,124     246,441,361     249,182,868  

Held-to-maturity financial assets

   11,031,307     11,380,798     13,373,384     14,231,320     13,373,384     14,231,320     16,192,060     17,489,238  

Other financial assets

   8,605,244     8,652,130     10,151,338     10,204,666     10,151,338     10,204,666     11,878,420     11,907,777  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
225,359,269   227,080,685   245,142,411   248,401,110    W245,142,411     248,401,110     274,511,841     278,579,883  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

        

Deposits

178,809,881   178,792,752   193,709,738   194,057,580    W193,709,738     194,057,580     217,676,428     217,907,829  

Borrowings

 20,142,908   20,186,806   22,973,767   23,097,742     22,973,767     23,097,742     21,733,865     21,799,206  

Debt securities issued

 37,491,439   37,905,035   37,334,612   38,270,720     37,334,612     38,270,720     41,221,284     41,878,643  

Other financial liabilities

 15,500,424   15,470,331   17,485,236   17,432,936     17,485,236     17,432,936     19,535,670     19,508,155  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
251,944,652   252,354,924   271,503,353   272,858,978    W271,503,353     272,858,978     300,167,247     301,093,833  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

The fair value hierarchy of financial assets and liabilities which are not measured at their fair values in the statements of financial position as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Assets:

                

Loans

  4,875,218     —       202,172,539     207,047,757    W29,569     2,959,108     220,976,447     223,965,124  

Held-to-maturity financial assets

   3,800,855     7,579,943     —       11,380,798     5,135,924     9,095,396     —       14,231,320  

Other financial assets

   4,678,461     —       3,971,855     8,650,316     16,544     5,841,425     4,346,697     10,204,666  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
13,354,534   7,579,943   206,144,394   227,078,871    W5,182,037     17,895,929     225,323,144     248,401,110  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

        

Deposits

61,210,971   —     117,581,781   178,792,752    W1,697,313     70,025,042     122,335,225     194,057,580  

Borrowings

 7,288,983   —     12,897,823   20,186,806     7,542,900     1,793,101     13,761,741     23,097,742  

Debt securities issued in won

 —     23,276,229   14,628,806   37,905,035     —       23,667,234     14,603,486     38,270,720  

Other financial liabilities

 3,226,901   —     12,243,430   15,470,331     17,520     5,189,079     12,226,337     17,432,936  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
71,726,855   23,276,229   157,351,840   252,354,924    W9,257,733     100,674,456     162,926,789     272,858,978  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Assets:

                

Loans

  29,569     2,959,108     220,976,447     223,965,124    W27,038     1,577,960     247,577,870     249,182,868  

Held-to-maturity financial assets

   5,135,924     9,095,396     —       14,231,320     6,360,572     11,128,666     —       17,489,238  

Other financial assets

   16,544     5,841,425     4,346,697     10,204,666     25,165     7,669,816     4,212,796     11,907,777  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
5,182,037   17,895,929   225,323,144   248,401,110    W6,412,775     20,376,442     251,790,666     278,579,883  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

        

Deposits

1,697,313   70,025,042   122,335,225   194,057,580    W2,102,888     85,012,736     130,792,205     217,907,829  

Borrowings

 7,542,900   1,793,101   13,761,741   23,097,742     5,499,951     273,026     16,026,229     21,799,206  

Debt securities issued in won

 —     23,667,234   14,603,486   38,270,720     —       27,375,939     14,502,704     41,878,643  

Other financial liabilities

 17,520   5,189,079   12,226,337   17,432,936     25,803     7,488,938     11,993,414     19,508,155  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
9,257,733   100,674,456   162,926,789   272,858,978    W7,628,642     120,150,639     173,314,552     301,093,833  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

For financial instruments not measured at fair value in the statement of financial position but for which the fair value is disclosed, information on valuation technique and inputs used in measuring fair value of financial instruments classified as level 2 or level 3 at December 31, 20132014 and 20142015 are as follows:

 

   20132014
   Fair value (*2)   

Valuation
technique

  

Inputs

Financial instruments classified as level 2 :

      

Assets

      

Loans

W2,959,108DCF(*1)

Discount rate, credit spread,

prepayment rate

Held-to-maturity financial assets

  7,579,9439,095,396    DCF(*1)  Discount rate

Liabilities

Debt securities issued

23,276,229DCF(*1)Discount rate

Financial instruments classified as level 3 :

Assets

Loans

202,172,539DCF(*1)Discount rate, credit spread, prepayment rate

Other financial assets

   3,971,8555,841,425    DCF(*1)  Discount rate
  

 

 

     
 206,144,39417,895,929  
  

 

 

     

Liabilities

Deposits

 117,581,78170,025,042  DCF(*1)Discount rate

Borrowings

 12,897,8231,793,101  DCF(*1)Discount rate

Debt securities issued

 14,628,80623,667,234  DCF(*1)Discount rate regression coefficient, correlation coefficient

Other financial liabilities

 12,243,4305,189,079  DCF(*1)Discount rate
  

 

 

     
W157,351,840100,674,456

Financial instruments classified as level 3 :

Assets

  

Loans

W220,976,447DCF(*1)

Discount rate, credit spread,

prepayment rate

Other financial assets

4,346,697DCF(*1)Discount rate

225,323,144

Liabilities

Deposits

122,335,225DCF(*1)Discount rate

Borrowings

13,761,741DCF(*1)Discount rate

Debt securities issued

14,603,486DCF(*1)

Discount rate,

regression coefficient,

correlation coefficient

Other financial liabilities

12,226,337DCF(*1)Discount rate

W162,926,789
  

 

 

     

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

   20142015
   Fair value (*2)   

Valuation
technique

  

Inputs

Financial instruments classified as level 2 :

      

Assets

      

Loans

  W2,959,1081,577,960    DCF(*1)  

Discount rate, credit spread,

prepayment rate

Held-to-maturity financial assets

   9,095,39611,128,666    DCF(*1)  Discount rate

Other financial assets

   5,841,4257,669,816    DCF(*1)  Discount rate
  

 

 

     
 17,895,92920,376,442  
  

 

 

     

Liabilities

Deposits

 70,025,04285,012,736  DCF(*1)Discount rate

Borrowings

 1,793,101273,026  DCF(*1)Discount rate

Debt securities issued

 23,667,23427,375,939  DCF(*1)Discount rate

Other financial liabilities

 5,189,0797,488,938  DCF(*1)Discount rate
  

 

 

     
W100,674,456120,150,639  
  

 

 

     

Financial instruments classified as level 3 :

Assets

Loans

W220,976,447247,577,870  DCF(*1)

Discount rate, credit spread,

prepayment rate

Other financial assets

 4,346,6974,212,796  DCF(*1)Discount rate
  

 

 

     
 225,323,144251,790,666  
  

 

 

     

Liabilities

Deposits

 122,335,225130,792,205  DCF(*1)Discount rate

Borrowings

 13,761,74116,026,229  DCF(*1)Discount rate

Debt securities issued

 14,603,48614,502,704  DCF(*1)

Discount rate,

regression coefficient,

correlation coefficient

Other financial liabilities

 12,226,33711,993,414  DCF(*1)Discount rate
  

 

 

     
W162,926,789173,314,552  
  

 

 

     

 

(*1)DCF : discounted cash flow
(*2)Valuation techniques and inputs are not disclosed when the carrying amount is a reasonable approximation of fair value

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

iii) Changes in the difference between the fair value at initial recognition (the transaction price) and the value using models with unobservable inputs for the years ended December 31, 20132014 and 20142015

 

  2013   2014   2014   2015 

Beginning balance

  (2,574   (29,448  W(29,448   (86,178

Deferral on new transactions

   (36,241   (94,299   (94,299   (69,818

Recognized in profit for the year

   9,367     37,582     37,582     53,980  
  

 

   

 

   

 

   

 

 

Ending balance

(29,448 (86,165  W(86,165   (102,016
  

 

   

 

   

 

   

 

 

 

 (f)Classification by categories of financial instruments

Financial assets and liabilities are measured at fair value or amortized cost. The financial instruments measured at fair value or amortized cost are measured in accordance with the Group’s valuation methodologies, which are described in Note 4.(e) Measurement of fair value.

The carrying amounts of each category of financial assets and financial liabilities as of December 31, 20132014 and 20142015 are as follows:

 

 2013  2014 
 Trading
assets
 FVTPL
assets
(*1)
 AFS
(*2)
 HTM
(*3)
 Loans and
receivable
 Derivatives
held for
hedging
 Total  Trading
assets
 FVTPL
assets
(*1)
 AFS
(*2)
 HTM
(*3)
 Loans and
receivable
 Derivatives
held for
hedging
 Total 

Assets:

              

Cash and due from banks

 —      —      —      —     16,472,509    —     16,472,509   W—      —      —      —     20,584,838    —     20,584,838  

Trading assets

 18,033,298    —      —      —      —      —     18,033,298   24,362,176    —      —      —      —      —     24,362,176  

Financial assets designated at FVTPL (*1)

  —     3,360,765    —      —      —      —     3,360,765    —     2,737,375    —      —      —      —     2,737,375  

Derivatives

 1,549,716    —      —      —      —     167,752   1,717,468   1,411,168    —      —      —      —     157,139   1,568,307  

Loans

  —      —      —      —     205,722,718    —     205,722,718    —      —      —      —     221,617,689    —     221,617,689  

AFS financial assets (*2)

  —      —     33,596,567    —      —      —     33,596,567    —      —     31,418,014    —      —      —     31,418,014  

HTM financial assets (*3)

  —      —      —     11,031,307    —      —     11,031,307    —      —      —     13,373,384    —      —     13,373,384  

Other

  —      —      —      —     8,605,244    —     8,605,244    —      —      —      —     10,151,338    —     10,151,338  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
19,583,014   3,360,765   33,596,567   11,031,307   230,800,471   167,752   298,539,876   W25,773,344   2,737,375   31,418,014   13,373,384   252,353,865   157,139   325,813,121  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

  2013   2014 
  Trading liabilities   FVTPL
liabilities (*1)
   Financial
liabilities
measured at
amortized cost
   Derivatives
held for
hedging
   Total   Trading liabilities   FVTPL
liabilities (*1)
   Financial
liabilities
measured at
amortized cost
   Derivatives
held for
hedging
   Total 

Liabilities:

                    

Deposits

  —       —       178,809,881     —       178,809,881    W—       —       193,709,738     —       193,709,738  

Trading liabilities

   1,258,283     —       —       —       1,258,283     2,688,734     —       —       —       2,688,734  

Financial liabilities designated at FVTPL (*1)

   —       5,909,130     —       —       5,909,130     —       8,996,181     —       —       8,996,181  

Derivatives

   1,680,634     —       —       338,761     2,019,395     1,596,400     —       —       121,155     1,717,555  

Borrowings

   —       —       20,142,908     —       20,142,908     —       —       22,973,767     —       22,973,767  

Debt securities issued

   —       —       37,491,439     —       37,491,439     —       —       37,334,612     —       37,334,612  

Other

   —       —       15,500,424     —       15,500,424     —       —       17,485,236     —       17,485,236  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
2,938,917   5,909,130   251,944,652   338,761   261,131,460    W4,285,134     8,996,181     271,503,353     121,155     284,905,823  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*1)FVTPL : fair value through profit of loss
 (*2)AFS : available-for-sale
 (*3)HTM : held-to-maturity

 

 2014  2015 
 Trading assets FVTPL
assets
(*1)
 AFS
(*2)
 HTM
(*3)
 Loans and
receivable
 Derivatives
held for
hedging
 Total  Trading assets FVTPL
assets
(*1)
 AFS
(*2)
 HTM
(*3)
 Loans and
receivable
 Derivatives
held for
hedging
 Total 

Assets:

              

Cash and due from banks

 —      —      —      —     20,584,838    —     20,584,838   W—      —      —      —     22,024,404    —     22,024,404  

Trading assets

 24,362,176    —      —      —      —      —     24,362,176   22,638,449    —      —      —      —      —     22,638,449  

Financial assets designated at FVTPL (*1)

  —     2,737,375    —      —      —      —     2,737,375    —  ��  3,244,166    —      —      —      —     3,244,166  

Derivatives

 1,411,168    —      —      —      —     157,139   1,568,307   1,813,361    —      —      —      —     181,353   1,994,714  

Loans

  —      —      —      —     221,617,689    —     221,617,689    —      —      —      —     246,441,361    —     246,441,361  

AFS financial assets (*2)

  —      —     31,418,014    —      —      —     31,418,014    —      —     33,966,071    —      —      —     33,966,071  

HTM financial assets (*3)

  —      —      —     13,373,384    —      —     13,373,384    —      —      —     16,192,060    —      —     16,192,060  

Other

  —      —      —      —     10,151,338    —     10,151,338    —      —      —      —     11,878,420    —     11,878,420  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
25,773,344   2,737,375   31,418,014   13,373,384   252,353,865   157,139   325,813,121   W24,451,810   3,244,166   33,966,071   16,192,060   280,344,185   181,353   358,379,645  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

  2014   2015 
  Trading liabilities   FVTPL
liabilities (*1)
   Financial
liabilities
measured at
amortized cost
   Derivatives
held for
hedging
   Total   Trading liabilities   FVTPL
liabilities (*1)
   Financial
liabilities
measured at
amortized cost
   Derivatives
held for
hedging
   Total 

Liabilities:

                    

Deposits

  —       —       193,709,738     —       193,709,738    W—       —       217,676,428     —       217,676,428  

Trading liabilities

   2,688,734     —       —       —       2,688,734     2,135,390     —       —       —       2,135,390  

Financial liabilities designated at FVTPL (*1)

   —       8,996,181     —       —       8,996,181     —       8,916,332     —       —       8,916,332  

Derivatives

   1,596,400     —       —       121,155     1,717,555     2,415,170     —       —       184,118     2,599,288  

Borrowings

   —       —       22,973,767     —       22,973,767     —       —       21,733,865     —       21,733,865  

Debt securities issued

   —       —       37,334,612     —       37,334,612     —       —       41,221,284     —       41,221,284  

Other

   —       —       17,485,236     —       17,485,236     —       —       19,535,670     —       19,535,670  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
4,285,134   8,996,181   271,503,353   121,155   284,905,823    W4,550,560     8,916,332     300,167,247     184,118     313,818,257  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*1)FVTPL : fair value through profit of loss
 (*2)AFS : available-for-sale
 (*3)HTM : held-to-maturity

 

 (g)Transfer of financial instruments

i) Transfers that do not qualify for derecognition

 

Bonds sold under repurchase agreements as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Transferred asset:

        

Financial assets at fair value through profit or loss

  5,904,275     6,929,219    W6,929,219     5,605,287  

Available-for-sale financial assets

   573,096     972,344     972,344     1,050,002  

Held-to-maturity financial assets

   262,225     375,396     375,396     497,786  

Loans

   121,350     158,673     158,673     270,100  

Associated liabilities:

        

Bonds sold under repurchase agreements

  6,390,886     7,707,954    W7,707,954     6,617,251  

 

Securities loaned as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   Lenders  2014   2015   Borrowers

Government bonds

  185,161     491,931    Korea Securities Finance Corp.,

Mitsui Sumitomo and others

  W491,931     36,786    Korea Securities Finance Corp.,

Mitsui Sumitomo and others

Financial institutions bonds

   17,043     140,239    Korea Securities Finance Corp.   140,239     130,019    Korea Securities Finance Corp.

Corporate bonds

   3,368     1,831    Mirae Asset Securities Co., Ltd.   1,831     —      Mirae Asset Securities Co., Ltd.
  

 

   

 

     

 

   

 

   
205,572   634,001    W634,001     166,805    
  

 

   

 

     

 

   

 

   

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

ii) Financial instruments qualified for derecognition and continued involvement

There was no financial instruments which qualify for derecognition and in which the Group has continuing involvements as of December 31, 2013,2014, and 2014.2015.

 

 (h)Offsetting financial assets and financial liabilities

Financial assets and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements as of December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Gross amounts of
recognized financial
assets/ liabilities
   Gross amounts of
recognized financial
liabilities set off in
the statement of
financial position
   Net amounts of
financial assets
presented in the
statement of
financial position
   Related amounts not set off in the
statement of financial position
   Net amount   Gross amounts of
recognized financial
assets/ liabilities
   Gross amounts of
recognized financial
liabilities set off in
the statement of
financial position
   Net amounts of
financial assets
presented in the
statement of
financial position
   Related amounts not set off in the
statement of financial position
   Net amount 
  Financial
instruments
   Cash collateral
received
     Financial
instruments
   Cash collateral
received
   

Assets:

                        

Derivatives (*1)

  1,688,219     —       1,688,219     3,080,591     22,499     1,055,926    W1,513,338     —       1,513,338     5,006,936     25,044     920,259  

Other financial instruments (*1)

   2,470,797     —       2,470,797       5,280,560     841,659     4,438,901    

Bonds purchased under repurchase agreements (*2)

   10,064,835     —       10,064,835     9,594,775     —       470,060     11,071,542     —       11,071,542     10,510,942     —       560,600  

Securities loaned (*2)

   205,572     —       205,572     205,572     —       —       634,001     —       634,001     487,090     —       146,911  

Domestic exchange settlement debit (*3)

   23,413,253     21,045,416     2,367,837     4,145     —       2,363,692     24,624,335     22,524,299     2,100,036     3,561     —       2,096,475  

Receivables from disposal of securities (*4)

   616,732     616,732     —       —       —       —       4,648     316     4,332     4,332     —       —    

Insurance receivables

   2,107     —       2,107     2,052     —       55     1,775     —       1,775     1,198     —       577  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 38,461,515   21,662,148   16,799,367   12,887,135   22,499   3,889,733     43,130,199     23,366,274     19,763,925     16,014,059     25,044     3,742,822  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

            

Derivatives (*1)

 1,947,627   —     1,947,627   3,128,198   —     949,872     1,845,449     —       1,845,449     4,978,480     —       711,744  

Other financial instruments (*1)

 2,130,443   —     2,130,443     4,686,434     841,659     3,844,775    

Bonds purchased under repurchase agreements (*2)

 6,390,886   —     6,390,886   6,390,886   —     —       7,707,954     —       7,707,954     7,707,954     —       —    

Securities borrowed (*2)

 858,039   —     858,039   858,039   —     —       2,253,329     —       2,253,329     2,253,329     —       —    

Domestic exchange settlement pending (*3)

 21,966,798   21,045,416   921,382   889,904   —     31,478     24,010,268     22,524,299     1,485,969     1,449,106     —       36,863  

Payable from purchase of securities (*4)

 716,475   616,732   99,743   —     —     99,743     551     315     236     236     —       —    

Insurance payables

 2,193   —     2,193   2,052   —     141     1,198     —       1,198     1,198     —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
34,012,461   21,662,148   12,350,313   11,269,079   —     1,081,234    W40,505,183     23,366,273     17,138,910     16,390,303     —       748,607  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 2014  2015 
 Gross amounts of
recognized financial
assets/ liabilities
  Gross amounts of
recognized financial
liabilities set off in
the statement of
financial position
  Net amounts of
financial assets
presented in the
statement of
financial position
  Related amounts not set off in the
statement of financial position
 Net amount  Gross amounts of
recognized financial
assets/ liabilities
  Gross amounts of
recognized financial
liabilities set off in
the statement of
financial position
  Net amounts of
financial assets
presented in the
statement of
financial position
  Related amounts not set off in the
statement of financial position
 Net amount 
 Financial
instruments
 Cash collateral
received
   Financial
instruments
 Cash collateral
received
 

Assets:

            

Derivatives (*1)

 1,513,338    —     1,513,338    5,006,936    25,044    920,259   W1,903,714    —     1,903,714    6,977,154    10,361    2,285,289  

Other financial instruments (*1)

 5,280,560   841,659   4,438,901    8,497,835   1,128,745   7,369,090   

Bonds purchased under repurchase agreements (*2)

 11,071,542    —     11,071,542   10,510,942    —     560,600   12,957,346    —     12,957,346   12,431,670    —     525,676  

Securities loaned (*2)

 634,001    —     634,001   487,090    —     146,911   166,805    —     166,805   159,807    —     6,998  

Domestic exchange settlement debit (*3)

 24,624,335   22,524,299   2,100,036   3,561    —     2,096,475   27,408,941   25,036,860   2,372,081   18,939    —     2,353,142  

Receivables from disposal of securities (*4)

 4,648   316   4,332   4,332    —      —     2,117   523   1,594    —      —     1,594  

Insurance receivables

 1,775    —     1,775   1,198    —     577   2,379    —     2,379   1,492    —     887  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 43,130,199   23,366,274   19,763,925   16,014,059   25,044   3,724,822   50,939,137   26,166,128   24,773,009   19,589,062   10,361   5,173,586  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities:

      

Derivatives (*1)

 1,845,449   —     1,845,449   4,978,480   —     711,744   2,715,265    —     2,715,265    7,009,512    —      1,000,226  

Other financial instruments (*1)

 4,686,434   841,659   3,844,775   6,423,218   1,128,745   5,294,473   

Bonds purchased under repurchase agreements (*2)

 7,707,954   —     7,707,954   7,707,954   —     —     6,617,251    —     6,617,251   6,617,251    —      —    

Securities borrowed (*2)

 2,253,329   —     2,253,329   2,253,329   —     —     1,768,317    —     1,768,317   1,768,317    —      —    

Domestic exchange settlement pending (*3)

 24,010,268   22,524,299   1,485,969   1,449,106   —     36,863   27,245,592   25,036,860   2,208,732   2,165,161    —     43,571  

Payable from purchase of securities (*4)

 551   315   236   236   —     —     575   523   52   47    —     5  

Insurance payables

 1,198   —     1,198   1,198   —     —     1,492    —     1,492   1,492    —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
40,505,183   23,366,273   17,138,910   16,390,303   —     748,607   W44,771,710   26,166,128   18,605,582   17,561,780    —     1,043,802  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)The Group has certain derivative transactions subject to the ISDA (International Derivatives Swaps and Dealers Association) agreement. According to the ISDA agreement, when credit events (e.g. default) of counterparties occur, all derivative agreements are terminated and set off.
(*2)Resale and repurchase agreement, securities borrowing and lending agreement are also similar to ISDA agreement with respect to enforceable netting agreements.
(*3)The Group has legally enforceable right to set off and settles financial assets and liabilities on a net basis. Therefore, domestic exchanges settlement receivables (payables) are recorded on a net basis in the consolidated statements of financial position.
(*4)Receivables and payables related to settlement of purchase and disposition of enlisted securities are offset and the net amount is presented in the consolidated statement of financial position because the Group currently has a legally enforceable right to set off the recognized amounts and intends to settle on a net basis.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

4.Financial risk management (continued)

 

 (i)Capital risk management

The controlling company, controlling banks or other financial institutions conducting banking business as prescribed in the Financial Holding Company Act, is required to maintain a minimum consolidated equity capital ratio of 8.0%.

“Consolidated equity capital ratio” is defined as the ratio of equity capital as a percentage of risk-weighted assets on a consolidated basis, determined in accordance with the Financial Services Commission requirements that have been formulated based on Bank of International Settlement standards. “Equity capital”, as applicable to bank holding companies, is defined as the sum of Common Equity Tier 1 capital (including common stock, share premium resulting from the issue of instruments included common equity Tier 1, retained earnings, etc.), Additional Tier 1 capital (with the minimum set of criteria for an instrument issued by the Group to meet, i.e. ‘perpetual’) and Tier 2 capital (to provide loss absorption on a gone-concern basis) less any deductible items (including goodwill, income tax assets, etc.), each as defined under the Regulation on the Supervision of Financial Holding Companies. “Risk-weighted assets” is defined as the sum of credit risk-weighted assets and market risk-weighted assets.

The capital adequacy ratio of the Group as of December 31, 20132014 and 20142015 are as follows:

 

   2013  2014 

Capital (A)

  25,605,827    25,937,968  

Risk-weighted assets (B)

   190,716,648    198,832,860  

BIS ratio (A/B)

   13.43  13.05
   2014  2015 

Capital :

   

Tier I common equity capital

  W20,678,973    21,882,816  

Additional tier 1 capital

   1,495,380    1,311,375  
  

 

 

  

 

 

 

Tier I capital

   22,174,353    23,194,191  

Tier II capital

   3,763,615    4,022,257  
  

 

 

  

 

 

 

Total capital (A)

  W25,937,968    27,216,448  
  

 

 

  

 

 

��

Total risk-weighted assets (B)

  W198,832,860    203,274,542  

Capital adequacy ratio (A/B)

   13.05  13.39

Tier I capital adequacy ratio

   11.15  11.41

Common equity capital adequacy ratio

   10.40  10.77

As of December 31, 20132014 and 2014,2015, the Group met the regulatory capital ratio above 8%.

Shinhan Life Insurance measures and manages RBC (risk based capital) ratio according to the Regulation on Supervision of Insurance Business to maintain required capital for the solvency margin.

As of December 31, 20132014 and 2014,2015, the Group’s BIS capital ratio and Shinhan Life Insurance’s RBC ratio exceed the regulatory minimum ratios.

 

5.Significant estimate and judgment

The preparation of consolidated financial statements requires the application of certain critical accounting and assumptions relative to the future. Management’s estimate of the outcome may differ from an actual outcome if managements’ estimate and assumption based on its best judgment at the reporting date are different from an actual environment. The change in an accounting estimate is recognized prospectively in profit or loss in the year of the change, if the change affects that year only, or the year of the change and future years, if the change affects both.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

5.Significant estimate and judgment (continued)

 

 (a)Goodwill

The Group assesses annually whether any objective evidence of impairment on goodwill exists in accordance with the accounting policy as described in note 3. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. Value in use is measured based on estimates.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

5.Significant estimate and judgment (continued)

 

 (b)Income taxes

The Group is subject to tax law from various countries. Within the normal business process, there are various types of transaction and different accounting method that may add uncertainties to the decision of the final income taxes. The Group hasDeferred tax is recognized, currentusing the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax liability is recognized for taxable temporary differences and a deferred tax asset is recognized for deductible temporary differences to the extent that reflect tax consequencesit is probable that would follow fromtaxable profit will be available against which they can be utilized and the mannertaxable profit will be created in which the entity expects, at the end of the reporting year, to recover or settle the carrying amount of its assets and liabilities.appropriate periods. However, actual income tax in the future may not be identical to the recognized deferred tax assets and liabilities, and this difference can affect current and deferred tax at the year when the final tax effect is conformed.

 

 (c)Fair value of financial instruments

The fair values of financial instruments which are not actively traded in the market are determined by using valuation techniques. The Group determines valuation method and assumptions based on significant market conditions at the end of each reporting year. Diverse valuation techniques are used to determine the fair value of financial instruments, from general market accepted valuation model internally developed valuation model that incorporates various types of assumptions and variables.

 

 (d)Allowances for loan losses, guarantees and unused loan commitments

The Group determines and recognizes allowances for losses on loans through impairment testing and recognizes provision for guarantees and unused loan commitments. The accuracy of provisions of credit losses is determined by the methodology and assumptions used for estimating expected cash flows of the borrower for allowances on individual loans and collectively assessing allowances for groups of loans, guarantees and unused loan commitments.

 

 (e)Defined benefit obligation

The present value of defined benefit obligation that is measured by actuarial valuation method uses various assumptions which can change according to various elements. The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the reporting year on high quality corporate bonds. The currency and term of the corporate bonds are consistent with the currency and estimated term of the post-employment benefit obligations. Actuarial gains and losses including experience adjustments and the effects of changes in actuarial assumptions are recognized in profitother comprehensive income or loss. Other significant assumptions related to defined benefit obligation are based on current market situation.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

5.Significant estimate and judgment (continued)

 

 (f)Impairment of available-for-sale equity investments

When there is a significant or prolonged decline in the fair value of an investment in an equity instrument below its original cost, there is objective evidence that available-for-sale equity investments are impaired. Accordingly, the Group considers the decline in the fair value of more than 30% against the original cost as “significant decline” and the status when the market price for marketable equity is less than the carrying amounts of instruments for six consecutive months as a “prolonged decline”.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

5.Significant estimate and judgment (continued)

 

 (g)Hedging relationship

The hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period. For a cash flow hedge of a forecasted transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

 

6.Investment in subsidiaries

 

 (a)Summarized financial information of the subsidiaries

 

 i)Condensed financial position for the controlling company and the Group’s subsidiaries as of December 31, 20132014 and 20142015 are as follows:

 

   2013 (Restated, see note 48) 2014  2014 2015 
 Note Total
assets
 Total
liabilities
 Total
equity
 Total
assets
 Total
liabilities
 Total
equity
  Total
assets
 Total
liabilities
 Total
equity
 Total
assets
 Total
liabilities
 Total
equity
 

Shinhan Financial Group (Separate)

  27,424,645   7,450,173   19,974,472   27,094,548   6,859,429   20,235,119   W27,094,548   6,859,429   20,235,119   27,675,487   6,894,501   20,780,986  

Shinhan Bank

  238,045,694   217,509,613   20,536,081   255,646,329   235,169,429   20,476,900   255,646,329   235,169,429   20,476,900   285,007,437   264,168,084   20,839,353  

Shinhan Card Co., Ltd.

  21,649,234   15,540,450   6,108,784   22,259,514   16,127,087   6,132,427   22,259,514   16,127,087   6,132,427   23,347,702   17,127,969   6,219,733  

Shinhan Investment Corp.

  19,097,725   16,862,018   2,235,707   25,928,292   23,598,201   2,330,091   25,928,292   23,598,201   2,330,091   24,337,413   21,811,577   2,525,836  

Shinhan Life Insurance Co., Ltd.

 48   19,385,187   18,085,212   1,299,975   21,939,682   20,463,749   1,475,933   21,939,682   20,463,749   1,475,933   24,544,624   22,963,260   1,581,364  

Shinhan Capital Co., Ltd.

  3,772,378   3,252,627   519,751   3,939,493   3,369,060   570,433   3,939,493   3,369,060   570,433   4,076,553   3,458,433   618,120  

Jeju Bank

  3,196,049   2,903,954   292,095   3,475,694   3,170,213   305,481   3,475,694   3,170,213   305,481   4,464,601   4,146,580   318,021  

Shinhan Credit Information Co., Ltd.

  21,026   7,303   13,723   23,040   8,420   14,620   23,040   8,420   14,620   23,889   8,632   15,257  

Shinhan Private Equity

  572,884   488,850   84,034   461,342   371,448   89,894   461,342   371,448   89,894   119,042   108,030   11,012  

Shinhan BNP Paribas AMC

  169,611   20,982   148,629   188,886   32,429   156,457   188,886   32,429   156,457   170,164   15,356   154,808  

SHC Management Co., Ltd.

  8,804   1,705   7,099   8,938   1,358   7,580   8,938   1,358   7,580   8,411   615   7,796  

Shinhan Data System

  20,542   12,360   8,182   25,826   16,461   9,365   25,826   16,461   9,365   26,669   16,404   10,265  

Shinhan Savings Bank

  777,096   681,113   95,983   804,035   689,550   114,485   804,035   689,550   114,485   795,144   675,435   119,709  

Shinhan Aitas Co., Ltd.

  34,584   4,146   30,438   37,657   6,242   31,415   37,657   6,242   31,415   42,794   4,965   37,829  
  

 

  

 

  

 

  

 

  

 

  

 

 
334,175,459   282,820,506   51,354,953   361,833,276   309,883,076   51,950,200  
  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)Condensed financial information of the subsidiaries is based on the consolidated financial information, if applicable.
(*2)Subsidiaries such as trust, beneficiary certificate, corporate restructuring fund and private equity fund which are not actually operating their own business are excluded.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

6.Investment in subsidiaries (continued)

 

 ii)Condensed comprehensive income statement for the controlling company and the Group’s subsidiaries for years ended December 31, 2012, 2013, 2014 and 20142015 were as follows:

 

      2012 (Restated, see note 48) 2013 (Restated, see note 48) 2014  2013 2014 2015 
  Note   Operating
income
   Net
income
(loss)
 Total com-
prehensive
income
(loss)
 Operating
income
   Net
income
(loss)
 Total com-
prehensive
income
(loss)
 Operating
income
   Net
income
(loss)
   Total com-
prehensive

income
(loss)
  Operating
income
 Net
income
(loss)
 Total com-
prehensive

income
(loss)
 Operating
income
 Net
income
(loss)
 Total com-
prehensive

income
(loss)
 Operating
income
 Net
income
(loss)
 Total com-
prehensive

income
(loss)
 

Shinhan Financial Group (separate)

    992,793     591,494   590,449   1,106,991     731,638   731,369   1,061,540     662,623     660,754   W1,106,991   731,638   731,369   1,061,540   662,623   660,754   1,201,949   893,041   893,328  

Shinhan Bank

     17,382,529     1,662,718   1,526,684   15,454,849     1,373,177   1,014,906   13,987,647     1,455,653     1,396,780   15,454,849   1,373,177   1,014,906   13,987,650   1,455,653   1,396,780   14,656,853   1,489,988   1,197,961  

Shinhan Card Co., Ltd.

     4,585,830     741,772   802,663   4,614,563     658,074   776,419   4,596,758     635,151     547,666   4,614,563   658,074   776,419   4,596,758   635,151   547,666   4,740,139   694,774   629,164  

Shinhan Investment Corp.

     1,981,935     63,912   78,307   2,692,355     75,366   67,911   3,295,109     118,235     104,390   2,692,355   75,366   67,911   3,295,109   118,235   104,390   4,734,162   215,454   225,342  

Shinhan Life Insurance Co., Ltd.

   48     5,238,294     213,732   200,267   5,057,026     75,459   16,583   5,134,787     80,672     106,980   5,057,026   75,459   16,583   5,134,910   80,672   186,493   5,460,671   100,221   115,083  

Shinhan Capital Co., Ltd.

     370,696     4,746   (3,108 343,499     50,372   48,073   328,077     51,944     55,591   343,499   50,372   48,073   328,077   51,945   55,591   380,867   46,081   52,754  

Jeju Bank

     193,712     23,041   29,977   176,135     20,483   15,452   168,723     13,856     15,608   176,135   20,483   15,452   168,593   13,856   15,608   167,479   19,397   14,665  

Shinhan Credit Information Co., Ltd.

     29,924     (48 1   28,901     155   259   976     1,055     891   28,901   155   259   28,145   1,055   891   27,279   723   610  

Shinhan Private Equity

     40,882     1,185   1,185   254,458     8,836   8,852   332,861     8,327     7,579   254,458   8,836   8,852   332,861   8,327   7,579   373,577   6,401   6,602  

Shinhan BNP Paribas AMC

     102,473     31,302   30,497   97,981     31,468   31,455   89,019     28,195     28,228   97,981   31,468   31,455   89,019   28,195   28,228   83,718   23,653   23,721  

SHC Management Co., Ltd.

     293     150   150   237     (1,317 (1,317 558     482     482   237   (1,317 (1,317 558   482   482   287   215   215  

Shinhan Data System

     58,170     1,623   946   62,061     1,124   517   69,136     2,647     (1,459 62,061   1,124   517   69,136   2,647   1,188   73,096   1,046   871  

Shinhan Savings Bank

     124,244     (23,427 (26,467 75,929     (29,919 (30,622 72,085     11,140     14,758   75,929   (29,919 (30,622 72,075   11,140   14,758   60,927   8,017   8,816  

Shinhan Aitas Co., Ltd.

     4,385     (513 (513 26,859     3,770   3,770   28,515     3,988     3,988   26,859   3,770   3,770   28,515   3,988   3,988   32,949   6,415   6,415  
    

 

   

 

  

 

  

 

   

 

  

 

  

 

   

 

   

 

 
31,106,160   3,311,687   3,231,038   29,991,844   2,998,686   2,683,627   29,165,791   3,073,968   2,942,236  
    

 

   

 

  

 

  

 

   

 

  

 

  

 

   

 

   

 

 

 

(*1)Condensed financial information of the subsidiaries is based on the consolidated financial information, if applicable.
(*2)Subsidiaries such as trust, beneficiary certificate, corporate restructuring fund and private equity fund which are not actually operating their own business are excluded.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

6.Investment in subsidiaries (continued)

 

 (b)Change in subsidiaries

i) The subsidiary that was excluded from consolidation during the year ended December 31, 2013 is as follows:

Company

Description

Symphony Energy Co., Ltd.Disposal

ii) The subsidiary that is newly included in consolidation during the year ended December 31, 2014 is as follows:

 

Company

  

Description

LLP MFO Shinhan Finance  A new investmentNewly established subsidiary

ii) The subsidiary that is newly included in consolidation during the year ended December 31, 2015 is as follows:

Company

Description

Banco Shinhan de MexicoNewly established subsidiary
PT Bank Metro ExpressAcquisition
PT Centratama Nasional BankAcquisition
Nam An Securities Co. Ltd.Acquisition
PT. Shinhan Indo FinanceAcquisition

Subsidiaries such as trust, beneficiary certificate, corporate restructuring fund and private equity fund which are not actually operating their own business are excluded.

 

7.Operating segments

 

 (a)Segment information

The general descriptions by operating segments as of December 31, 20142015 are as follows:

 

Segment

 

Description

Banking (*) Retail bankingLoans to or deposits from individual customers, wealth management customers,Banking and institutions such as hospitals, airports and schools
Corporations and investment bankingLoans to or deposits from corporations including small or medium sized companies and business related to investment banking
International groupInternal asset and liability management, trading of securities and derivatives, investment portfolio management and other related business supervision on overseas subsidiaries and branch operations and other international business
OthersAdministration of bank operations
Credit card Credit card business
Securities Securities trading, underwriting and brokerage services
Life insurance Life insurance and related business
Others Leasing, assets management and other businesses

(*)The Group previously disclosed the Banking segment by subdividing into four segments, which are Retail Baking, Corporate Banking, International Banking and Other Banking. Due to the substantial changes in internal organization of the Group’s Banking segments including the increasing trends of retail branches and corporate branches being adapted to serve both segments along with expansion of hybrid branches, the Group’s internal reporting documents for the Group’s Chief Operating Decision Maker does not present the previous four segments under Banking segment any more. As such, the Group determined to re-define its four pre-existing operating segments within the Banking segments as one single Banking segment, and disclosed it accordingly.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

7.Operating segments (continued)

 

 (b)The following tables provide information of income and expense for each operating segment for the years ended December 31, 2012, 2013, 2014 and 2014.2015.

 

 2012 (Restated, see note 48) 
 Banking              2013 
 Retail Corporations International Other Adjustments Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total  Banking Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total 

Net interest income (loss)

 2,513,032   1,049,015   288,671   987,871   14,772   1,410,193   248,254   566,499   (107,570 8,981   6,979,718   W4,427,913   1,395,425   281,858   603,229   (108,287 4,746   6,604,884  

Net fees and commission income (loss)

 599,891   275,065   47,578   (62,880  (12,517 246,000   236,573   34,945   195,717   (17,227 1,543,145   759,516   166,129   212,276   32,270   221,626   (5,463 1,386,354  

Impairment losses on financial assets

 (886,774 (348,689 (15,829 (5,145 (72,716 (10,743 (1,339,896

General and administrative expenses

 (2,746,215 (710,213 (366,034 (204,517 (233,329 57,758   (4,202,550

Other income (expense), net

 (2,414,333 (435,250 (125,543 (521,978 (91,565 (714,539 (416,948 (324,305 (348,814 46,307   (5,346,968 190,659   330,343   (10,625 (318,502 75,703   (84,371 183,207  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income (loss)

 698,590   888,830   210,706   403,013   (89,310 941,654   67,879   277,139   (260,667 38,061   3,175,895  

Operating income

 1,745,099   832,995   101,646   107,335   (117,003 (38,073 2,631,999  

Equity method income (loss)

 —     —     —     —     21,897   —     2,221   —     1,517   1,903   27,538   22,448    —     (19,401  —     7,029   (2,790 7,286  

Income tax expense (benefit)

 146,395   179,849   42,033   91,207   (25,458 214,699   15,177   56,697   11,868   5,759   738,226   360,423   192,728   21,895   21,188   29,973   (4,992 621,214  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net profit (loss) for the period

538,554   714,482   166,981   366,881   (101,138 741,772   63,912   213,731   (234,374 19,537   2,490,338  

Profit (loss) for the period

 W1,393,660   658,074   75,366   75,460   (99,437 (47,784 2,055,339  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Controlling interest

538,554   714,482   166,981   366,881   (101,311 741,772   63,912   213,731   (232,105 (152,578 2,320,319   W1,393,501   658,074   75,366   75,460   (105,421 (198,403 1,898,577  

Non-controlling interests

 —     —     —     —     173   —     —     —     (2,269 172,115   170,019   159    —      —      —     5,984   150,619   156,762  

  2014 
  Banking  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net interest income (loss)

 W4,446,554    1,372,965    386,071    651,109    (70,296  3,397    6,789,800  

Net fees and commission income (loss)

  815,839    256,809    197,747    27,365    185,859    (14,461  1,469,158  

Impairment losses on financial assets

  (698,319  (407,010  (4,298  (13,986  (51,903  1,137    (1,174,379

General and administrative expenses

  (2,975,844  (708,457  (393,444  (204,240  (246,044  65,146    (4,462,883

Other income (expense), net

  226,729    278,596    (53,064  (342,105  103,788    (180,830  33,114  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  1,814,959    792,903    133,012    118,143    (78,596  (125,611  2,654,810  

Equity method income (loss)

  11,808    —      10,943    5    6,266    1,558    30,580  

Income tax expense (benefit)

  384,089    186,886    39,035    31,395    24,407    2,153    667,965  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the period

 W1,469,510    635,151    118,235    80,672    (14,594  (89,363  2,199,611  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Controlling interest

 W1,469,080    635,151    118,235    80,672    (22,325  (199,703  2,081,110  

Non-controlling interests

  430    —      —      —      7,731    110,340    118,501  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

7.Operating segments (continued)

 

  2013 (Restated, see note 48) 
  Banking                   
  Retail  Corporations  International  Other  Adjustments  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net interest income (loss)

 2,340,436    936,884    272,513    865,550    12,530    1,395,425    281,858    603,229    (108,287  4,746    6,604,884  

Net fees and commission income (loss)

  559,453    232,673    49,547    (83,616  1,459    166,129    212,276    32,270    221,626    (5,463  1,386,354  

Other income (expense), net

  (2,439,859  (181,966  (199,254  (553,078  (68,173  (728,559  (392,488  (528,164  (230,342  (37,356  (5,359,239
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

 460,030   987,591   122,806   228,856   (54,184 832,995   101,646   107,335   (117,003 (38,073 2,631,999  

Equity method income (loss)

 —     —     —     —     22,448   —     (19,401 —     7,029   (2,790 7,286  

Income tax expense (benefit)

 103,326   198,408   23,893   42,163   (7,368 192,728   21,895   21,188   29,973   (4,992 621,214  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss) for the period

364,484   794,236   95,647   168,780   (29,487 658,074   75,366   75,460   (99,437 (47,784 2,055,339  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Controlling interest

364,484   794,236   95,647   168,780   (29,646 658,074   75,366   75,460   (105,421 (198,403 1,898,577  

Non-controlling interests

 —     —     —     —     159   —     —     —     5,984   150,619   156,762  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

7.Operating segments (continued)

  2014 
  Banking                   
  Retail  Corporations  International  Other  Adjustments  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net interest income (loss)

 2,401,490    891,375    303,760    844,439    5,490    1,372,965    386,071    651,109    (70,296  3,397    6,789,800  

Net fees and commission income (loss)

  572,913    258,368    54,670    (58,233  (11,879  256,809    197,747    27,365    185,859    (14,461  1,469,158  

Other income (expense), net

  (2,406,966  261,178    (226,501  (1,060,649  (14,496  (836,871  (450,806  (560,331  (194,159  (114,547  (5,604,148
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

 567,437   1,410,921   131,929   (274,443 (20,885 792,903   133,012   118,143   (78,596 (125,611 2,654,810  

Equity method income (loss)

 —     —     —     —     11,808   —     10,943   5   6,266   1,558   30,580  

Income tax expense (benefit)

 116,698   288,840   32,398   (40,660 (13,187 186,886   39,035   31,395   24,407   2,153   667,965  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss) for the period

454,402   1,130,845   98,002   (177,133 (36,606 635,151   118,235   80,672   (14,594 (89,363 2,199,611  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Controlling interest

454,402   1,130,845   98,002   (177,133 (37,036 635,151   118,235   80,672   (22,325 (199,703 2,081,110  

Non-controlling interests

 —     —     —     —     430   —     —     —     7,731   110,340   118,501  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

7.Operating segments (continued)
  2015 
  Banking  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net interest income (loss)

 W4,246,146    1,350,968    444,271    675,760    (32,274  8,062    6,692,933  

Net fees and commission income (loss)

  866,597    255,966    266,529    32,232    194,530    5,125    1,620,979  

Impairment losses on financial assets

  (800,893  (305,876  (3,353  (31,383  (125,534  1,986    (1,264,053

General and administrative expenses

  (2,837,341  (762,878  (479,567  (204,975  (244,929  64,622    (4,475,068

Other income (expense), net

  294,633    319,758    34,080    (340,012  174,140    (84,249  398,350  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  1,759,142    857,938    261,960    131,622    (33,067  (4,454  2,973,141  

Equity method income (loss)

  13,399    —      1,478    (277  5,601    770    20,971  

Income tax expense (benefit)

  390,547    183,297    62,668    32,356    28,519    (2,768  694,619  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the period

 W1,509,385    694,774    215,454    100,221    (59,454  (14,422  2,445,958  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Controlling interest

 W1,509,051    694,774    215,454    100,221    (66,492  (85,837  2,367,171  

Non-controlling interests

  334    —      —      —      7,038    71,415    78,787  

 

 (c)The following tables provide information of net interest income of each operating segment for the years ended December 31, 2013, 2014 and 2014.2015.

 

 2013 
 Banking Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total 

Net interest income from:

       

External customers

 W4,438,500   1,430,554   288,060   601,696   (153,926  —     6,604,884  

Internal transactions

 (10,587 (35,129 (6,202 1,533   45,638   4,747    —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 W4,427,913   1,395,425   281,858   603,229   (108,288 4,747   6,604,884  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 2013 (Restated, see note 48) 
 Banking              2014 
 Retail Corporations International Other Adjustments Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total  Banking Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total 

Net interest income from:

                  

External customers

 2,206,527   1,615,232   295,584   321,157    —     1,430,554   288,060   601,696   (153,926  —     6,604,884   W4,453,340   1,408,923   393,529   648,313   (114,305  —     6,789,800  

Internal transactions

 133,909   (678,348 (23,071 544,393   12,530   (35,129 (6,202 1,533   45,638   4,747    —     (6,786 (35,958 (7,458 2,796   44,009   3,397    —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
2,340,436   936,884   272,513   865,550   12,530   1,395,425   281,858   603,229   (108,288 4,747   6,604,884   W4,446,554   1,372,965   386,071   651,109   (70,296 3,397   6,789,800  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 2014  2015 
 Banking              Banking Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total 
 Retail Corporations International Other Adjustments Credit card Securities Life
insurance
 Others Consolidation
adjustment
 Total 

Net interest income from:

                  

External customers

 2,539,504   1,352,390   307,124   254,322    —     1,408,923   393,529   648,313   (114,305  —     6,789,800   W4,253,559   1,390,469   450,019   674,708   (75,822  —     6,692,933  

Internal transactions

 (138,014 (461,015 (3,364 590,117   5,490   (35,958 (7,458 2,796   44,009   3,397    —     (7,413 (39,501 (5,748 1,052   43,548   8,062    —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
2,401,490   891,375   303,760   844,439   5,490   1,372,965   386,071   651,109   (70,296 3,397   6,789,800   W4,246,146   1,350,968   444,271   675,760   (32,274 8,062   6,692,933  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

7.Operating segments (continued)

 

 (d)The following tables provide information of net fees and commission income (expense) of each operating segment for the years ended December 31, 2013, 2014 and 2015.

  2013 
  Banking  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net fees and commission income from:

       

External customers

 W659,335    362,656    222,413    42,189    99,761    —      1,386,354  

Internal transactions

  100,181    (196,527  (10,137  (9,919  121,865    (5,463  —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 W759,516    166,129    212,276    32,270    221,626    (5,463  1,386,354  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  2014 
  Banking  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net fees and commission income from:

       

External customers

 W675,965    447,117    205,690    35,183    105,203    —      1,469,158  

Internal transactions

  139,874    (190,308  (7,943  (7,818  80,656    (14,461  —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 W815,839    256,809    197,747    27,365    185,859    (14,461  1,469,158  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  2015 
  Banking  Credit card  Securities  Life
insurance
  Others  Consolidation
adjustment
  Total 

Net fees and commission income from:

       

External customers

 W730,799    460,314    274,833    40,638    114,395    —      1,620,979  

Internal transactions

  135,798    (204,348  (8,304  (8,406  80,135    5,125    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 W866,597    255,966    266,529    32,232    194,530    5,125    1,620,979  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(e)Financial information of geographical area

The following table provides information of income from external consumers by geographical area for the years ended December 31, 2012, 2013, 2014 and 2014.2015.

 

  2012   2013   2014   2013   2014   2015 

Domestic

  2,988,423     2,514,426     2,489,006    W2,514,426     2,489,006     2,727,862  

Overseas

   187,472     117,573     165,804     117,573     165,804     245,279  
  

 

   

 

   

 

   

 

   

 

   

 

 
3,175,895   2,631,999   2,654,810    W2,631,999     2,654,810     2,973,141  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

7.Operating segments (continued)

The following table provides information of non-current assets by geographical area as of December 31, 20132014 and 2014.2015.

 

  2013   2014   2014   2015 

Domestic

  8,071,974     7,513,214    W7,513,214     7,397,788  

Overseas

   58,963     54,413     54,413     124,302  
  

 

   

 

   

 

   

 

 
8,130,937   7,567,627    W7,567,627     7,522,090  
  

 

   

 

   

 

   

 

 

 

 (*)Non-current assets comprise property and equipment, intangible assets, investment properties.

 

8.Cash and due from banks

 

 (a)Cash and due from banks as of December 31, 20132014 and 20142015 are as follows:

 

   2013   2014 

Cash and cash equivalents

  2,644,109     2,522,791  

Deposits in won:

    

Reserve deposits

   3,230,045     5,755,317  

Time deposits

   2,396,369     2,644,390  

Certificate of deposits

   79,515     —    

Other

   2,833,687     4,019,905  
  

 

 

   

 

 

 
 8,539,616   12,419,612  
  

 

 

   

 

 

 

Deposits in foreign currency:

Deposits

 2,715,882   2,540,592  

Time deposits

 2,037,426   2,577,682  

Other

 547,135   547,836  
  

 

 

   

 

 

 
 5,300,443   5,666,110  
  

 

 

   

 

 

 

Allowance for credit losses

 (11,659 (23,675
  

 

 

   

 

 

 
16,472,509   20,584,838  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

8.Cash and due from banks (continued)
   2014   2015 

Cash and cash equivalents

  W2,522,791     1,957,535  

Deposits in won:

    

Reserve deposits

   5,755,317     7,876,559  

Time deposits

   2,644,390     2,354,186  

Certificate of deposits

   —       29,801  

Other

   4,019,905     2,981,241  
  

 

 

   

 

 

 
   12,419,612     13,241,787  
  

 

 

   

 

 

 

Deposits in foreign currency:

    

Deposits

   2,540,592     3,217,974  

Time deposits

   2,577,682     3,058,776  

Other

   547,836     561,165  
  

 

 

   

 

 

 
   5,666,110     6,837,915  
  

 

 

   

 

 

 

Allowance for credit losses

   (23,675   (12,833
  

 

 

   

 

 

 
  W20,584,838     22,024,404  
  

 

 

   

 

 

 

 

 (b)Restricted due from banks as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Deposits denominated in won:

        

Reserve deposits

  3,230,045     5,755,317    W5,755,317     7,876,559  

Other (*)

   2,034,098     3,842,219     3,842,219     3,108,270  
  

 

   

 

   

 

   

 

 
 5,264,143   9,597,536     9,597,536     10,984,829  

Deposits denominated in foreign currency

 878,274   666,620     666,620     1,854,514  
  

 

   

 

   

 

   

 

 
6,142,417   10,264,156    W10,264,156     12,839,343  
  

 

   

 

   

 

   

 

 

 

 (*)Pursuant to the Regulation on Financial Investment Business, the Group is required to deposit certain portions of customers’ deposits with the Korean Securities Finance Corporation (“KSFC”) or banks to ensure repayment of customer deposits and the deposits may not be pledged as collateral.

9.Trading assets

Trading assets as of December 31, 2013 and 2014 are as follows:

   2013   2014 

Debt securities:

    

Governments

  873,387     2,045,124  

Financial institutions

   6,034,954     8,302,174  

Corporations

   4,450,556     5,769,659  

Commercial Papers

   2,828,339     3,790,597  

CMA (*)

   1,043,266     1,197,304  

Others

   33,110     171,540  
  

 

 

   

 

 

 
 15,263,612   21,276,398  

Equity securities:

Stocks

 521,406   1,011,012  

Beneficiary certificates

 1,836,729   1,812,208  

Others

 335,214   38,002  
  

 

 

   

 

 

 
 2,693,349   2,861,222  

Other

Gold deposits

 76,337   224,556  
  

 

 

   

 

 

 
18,033,298   24,362,176  
  

 

 

   

 

 

 

(*)CMA: Cash management account deposits

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

9.Trading assets

Trading assets as of December 31, 2014 and 2015 are as follows:

   2014   2015 

Debt securities:

    

Governments

  W2,045,124     3,259,925  

Financial institutions

   8,302,174     6,776,284  

Corporations

   5,769,659     4,128,561  

Commercial Papers

   3,790,597     3,524,629  

CMA (*)

   1,197,304     1,572,270  

Others

   171,540     184,517  
  

 

 

   

 

 

 
   21,276,398     19,446,186  

Equity securities:

    

Stocks

   1,011,012     890,901  

Beneficiary certificates

   1,812,208     2,102,134  

Others

   38,002     50,008  
  

 

 

   

 

 

 
   2,861,222     3,043,043  

Other

    

Gold deposits

   224,556     149,220  
  

 

 

   

 

 

 
  W24,362,176     22,638,449  
  

 

 

   

 

 

 

(*)CMA: Cash management account deposits

 

10.Financial asset designated at fair value through profit or loss

Financial assets designated at fair value through profit or loss as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   

Reason for designation

  2014   2015   

Reason for designation

Debt securities

  1,187,310     1,419,343    Evaluation and management on a fair value basis, accounting mismatch  W1,419,343     1,879,521    Evaluation and management on a fair value basis, accounting mismatch

Equity securities (*)

   1,469,846     791,175    Evaluation and management on a fair value basis, accounting mismatch   791,175     915,147    Evaluation and management on a fair value basis, accounting mismatch

Others

   703,609     526,857    Combined instrument   526,857     449,498    Combined instrument
  

 

   

 

     

 

   

 

   
3,360,765   2,737,375    W2,737,375     3,244,166    
  

 

   

 

     

 

   

 

   

 

 (*)Restricted reserve for claims of customers’ deposits (trusts) as of December 31, 20132014 and 20142015 are ₩1,209,975W630,537 million and ₩706,899W784,596 million, respectively.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

 

11.Derivatives

 

 (a)The notional amounts of derivatives as of December 31, 20132014 and 20142015 are as follows:

 

   2013
(Restated
see note 48)
   2014 

Foreign currency related:

    

Over the counter:

    

Currency forwards

  28,090,919     31,812,684  

Currency swaps

   14,327,504     14,362,691  

Currency options

   314,069     774,869  
  

 

 

   

 

 

 
 42,732,492   46,950,244  

Exchange traded:

Currency futures

 56,979   397,954  
  

 

 

   

 

 

 
 42,789,471   47,348,198  
  

 

 

   

 

 

 

Interest rates related:

Over the counter:

Interest rate swaps

 85,987,990   76,964,495  

Interest rate options

 3,288,402   1,861,201  
  

 

 

   

 

 

 
 89,276,392   78,825,696  

Exchange traded:

Interest rate futures

 962,539   1,236,960  

Interest rate swaps (*)

 —     3,253,000  
  

 

 

   

 

 

 
 962,539   4,489,960  
  

 

 

   

 

 

 
 90,238,931   83,315,656  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

11.Derivatives (continued)

  2014   2015 

Foreign currency related:

    

Over the counter:

    

Currency forwards

  W31,812,684     55,007,195  

Currency swaps

   14,362,691     19,642,832  

Currency options

   774,869     2,430,336  
  

 

   

 

 
   46,950,244     77,080,363  

Exchange traded:

    

Currency futures

   397,954     440,791  
  

 

   

 

 
   47,348,198     77,521,154  
  

 

   

 

 

Interest rates related:

    

Over the counter:

    

Interest rate swaps

   62,274,495     47,124,620  

Interest rate options

   1,861,201     1,231,201  
  

 

   

 

 
   64,135,696     48,355,821  

Exchange traded:

    

Interest rate futures

   1,236,960     2,088,507  

Interest rate swaps (*)

   17,943,000     29,544,300  
  

 

   

 

 
   19,179,960     31,632,807  
  

 

   

 

 
   83,315,656     79,988,628  
  2013
(Restated
see note 48)
   2014   

 

   

 

 

Credit related:

        

Over the counter:

        

Credit swaps

   229,742     385,333     385,333     1,154,315  

Equity related:

        

Over the counter:

        

Equity swaps and forwards

   3,042,964     4,168,373     4,168,373     3,707,762  

Equity options

   2,717,467     2,637,565     2,637,565     2,158,983  
  

 

   

 

   

 

   

 

 
 5,760,431   6,805,938     6,805,938     5,866,745  

Exchange traded:

    

Equity futures

 223,417   223,607     223,607     385,164  

Equity options

 899,385   205,018     205,018     6,811,381  
  

 

   

 

   

 

   

 

 
 1,122,802   428,625     428,625     7,196,545  
  

 

   

 

   

 

   

 

 
 6,883,233   7,234,563     7,234,563     13,063,290  
  

 

   

 

   

 

   

 

 

Commodity related:

    

Over the counter:

    

Commodity swaps and forwards

 1,183,862   1,170,283     1,170,283     1,146,599  

Commodity options

 107,644   40,502     40,502     27,533  
  

 

   

 

   

 

   

 

 
 1,291,506   1,210,785     1,210,785     1,174,132  

Exchange traded:

    

Commodity futures

 185,346   159,155     159,155     55,781  
  

 

   

 

   

 

   

 

 
 1,476,852   1,369,940     1,369,940     1,229,913  
  

 

   

 

   

 

   

 

 

Hedge:

    

Currency forwards

 151,768   685,348     685,348     1,230,307  

Currency swaps

 1,880,545   2,178,614     2,178,614     2,464,599  

Interest rate swaps

 8,691,250   8,306,680     8,306,680     7,679,755  
  

 

   

 

   

 

   

 

 
 10,723,563   11,170,642     11,170,642     11,374,661  
  

 

   

 

   

 

   

 

 
152,341,792   150,824,332    W150,824,332     184,331,961  
  

 

   

 

   

 

   

 

 

 

 (*)The notional amount of derivatives which is settled in the ‘Central Counter Party (CCP)’ system.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

11.Derivatives (continued)

 

 (b)Fair values of derivative instruments as of December 31, 20132014 and 20142015 are as follows:

 

  2013
(Restated, see note 48)
   2014   2014   2015 
  Assets   Liabilities   Assets   Liabilities   Assets   Liabilities   Assets   Liabilities 

Foreign currency related:

                

Over the counter:

                

Currency forwards

  421,167     494,163     440,089     509,555    W440,089     509,555     806,785     607,632  

Currency swaps

   428,409     348,368     247,236     272,584     247,236     272,584     395,474     534,958  

Currency options

   9,123     1,504     4,440     5,048     4,440     5,048     18,030     10,652  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 858,699   844,035   691,765   787,187     691,765     787,187     1,220,289     1,153,242  

Exchange traded:

        

Currency futures

 —     —     175   —       175     —       —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 858,699   844,035   691,940   787,187     691,940     787,187     1,220,289     1,153,242  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Interest rates related:

        

Over the counter:

        

Interest rate swaps

 486,583   443,022   564,432   509,140     564,432     509,140     474,447     471,488  

Interest rate options

 12,982   16,932   10,147   16,614     10,147     16,614     10,479     11,932  

Interest rate forwards

 214   —     —     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 499,779   459,954   574,579   525,754     574,579     525,754     484,926     483,420  

Exchange traded:

        

Interest rate futures

 —     —     213   45     213     45     192     27  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 499,779   459,954   574,792   525,799     574,792     525,799     485,118     483,447  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit related:

        

Over the counter:

        

Credit swaps

 1,480   5,324   1,641   15,484     1,640     15,484     14,568     20,466  

Equity related:

        

Over the counter:

        

Equity swap and forwards

 90,610   63,833   59,440   (17,352   59,440     (17,352   17,806     518,812  

Equity options

 86,113   214,202   64,626   145,608     64,626     145,608     60,184     75,643  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 176,723   278,035   124,066   128,256     124,066     128,256     77,990     594,455  

Exchange traded:

        

Equity futures

 85   4   201   258     201     258     18     905  

Equity options

 1,341   928   2,540   104     2,540     104     4,299     7,977  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 1,426   932   2,741   362     2,741     362     4,317     8,882  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 178,149   278,967   126,807   128,618     126,807     128,618     82,307     603,337  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

11.Derivatives (continued)

 

  2013
(Restated, see note 48)
   2014   2014   2015 
  Assets   Liabilities   Assets   Liabilities   Assets   Liabilities   Assets   Liabilities 

Commodity related:

                

Over the counter:

                

Commodity swaps and forwards

   7,609     81,893     12,663     134,400     12,663     134,400     10,164     154,465  

Commodity options

   1,852     7,268     1,814     3     1,814     3     543     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 9,461   89,161   14,477   134,403     14,477     134,403     10,707     154,465  

Exchange traded:

        

Commodity futures

 2,148   3,193   1,511   4,909     1,512     4,909     372     213  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 11,609   92,354   15,989   139,312     15,989     139,312     11,079     154,678  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Hedge:

        

Currency forwards

 2,112   141   1,127   19,712     1,127     19,712     4,925     34,631  

Currency swaps

 12,413   102,228   38,997   50,788     38,997     50,788     123,706     23,094�� 

Interest rate swaps

 153,227   236,392   117,015   50,655     117,015     50,655     52,722     126,393  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
 167,752   338,761   157,139   121,155     157,139     121,155     181,353     184,118  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
1,717,468   2,019,395   1,568,307   1,717,555    W1,568,307     1,717,555     1,994,714     2,599,288  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (c)Gain or loss on valuation of derivatives for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013
(Restated
see note 48)
   2014   2013 2014 2015 

Foreign currency related

          

Over the counter

          

Currency forwards

  (160,903   (120,476   (71,396  W(120,476 (71,396 142,086  

Currency swaps

   189,056     (11,165   (74,327   (11,165 (74,327 (132,226

Currency options

   (9,160   4,673     582     4,673   582   10,540  
  

 

   

 

   

 

   

 

  

 

  

 

 
 18,993   (126,968 (145,141   (126,968 (145,141 20,400  

Exchange traded

    

Currency futures

 63   (27 (955   (27 176   (272
  

 

   

 

   

 

   

 

  

 

  

 

 
 19,056   (126,995 (146,096   (126,995 (144,965 20,128  
  

 

   

 

   

 

   

 

  

 

  

 

 

Interest rates related

    

Over the counter

    

Interest rate swaps

 (17,681 (74,566 (35,782   (74,566 (35,782 (65,444

Interest rate options

 985   3,328   (668   3,328   (668 (185
  

 

   

 

   

 

   

 

  

 

  

 

 
 (16,696 (71,238 (36,450   (71,238 (36,450 (65,629

Exchange traded

    

Interest rate futures

 (777 (1,823 (853   (1,823 168   144  
 —     —     (7,180  

 

  

 

  

 

 
  

 

   

 

   

 

    (73,061 (36,282 (65,485
 (777 (1,823 (8,033  

 

  

 

  

 

 
  

 

   

 

   

 

 
 (17,473 (73,061 (44,483
  

 

   

 

   

 

 

Credit related

    

Over the counter

    

Credit swaps

   (4,391 (11,216 748  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

11.Derivatives (continued)

 

  2012   2013
(Restated
see note 48)
   2014 

Credit related

      

Over the counter

      

Credit swaps

   1,547     (4,391   (11,216
  2013 2014 2015 

Equity related

          

Over the counter

          

Equity swap and forwards

   352,700     (34,698   62,852     (34,698 62,852   (653,231

Equity options

   23,012     (13,114   (1,925   (13,114 (1,925 5,470  
  

 

   

 

   

 

   

 

  

 

  

 

 
 375,712   (47,812 60,927     (47,812 60,927   (647,761
  

 

   

 

   

 

   

 

  

 

  

 

 

Exchange traded

    

Equity futures

 (1,446 (1,214 4,232     (1,214 2,748   613  

Equity options

 1,347   (1,587 477     (1,587 477   (2,218
  

 

   

 

   

 

   

 

  

 

  

 

 
 (99 (2,801 4,709     (2,801 3,225   (1,605
  

 

   

 

   

 

   

 

  

 

  

 

 
 375,613   (50,613 65,636     (50,613 64,152   (649,366
  

 

   

 

   

 

   

 

  

 

  

 

 

Commodity related

    

Over the counter

    

Commodity swaps and forwards

 1,286   (66,468 (112,485   (66,468 (112,485 (106,976

Commodity options

 (1,393 2,704   (196   2,704   (196 (457
  

 

   

 

   

 

   

 

  

 

  

 

 
 (107 (63,764 (112,681   (63,764 (112,681 (107,433

Exchange traded

    

Commodity futures

 2,404   (4,065 (5,527   (4,065 (5,527 (2,582
  

 

   

 

   

 

   

 

  

 

  

 

 
 2,297   (67,829 (118,208   (67,829 (118,208 (110,015
  

 

   

 

   

 

   

 

  

 

  

 

 

Hedge

    

Currency forwards

 1,252   1,665   (13,470   1,665   (13,470 (27,339

Currency swaps

 (128,935 (15,849 58,444     (15,849 58,444   97,576  

Interest rate swaps

 15,429   (253,433 148,048     (253,433 148,048   (120,396
  

 

   

 

   

 

   

 

  

 

  

 

 
 (112,254 (267,617 193,022     (267,617 193,022   (50,159
  

 

   

 

   

 

   

 

  

 

  

 

 
268,786   (590,506 (61,345   (590,506 (53,497 (854,149
  

 

   

 

   

 

   

 

  

 

  

 

 

 

 (d)Gain or loss on fair value hedges for the years ended December 31, 2012, 2013 and 2014 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Hedged item

  (18,970   279,618     (133,761  W279,618     (133,761   211,951  

Hedging instruments

   20,209     (240,814   145,560     (240,814   145,560     (206,925
  

 

   

 

   

 

   

 

   

 

   

 

 
1,239   38,804   11,799    W38,804     11,799     5,026  
  

 

   

 

   

 

   

 

   

 

   

 

 

In order to hedge changes in the fair value of investments in debt securities, structured deposits, etc. from interest rate changes, the Group designates interest swap contracts as hedging items. Additionally, the Group holds forward exchange contracts and currency swaps to hedge changes in the fair value of foreign currency deposits and investments in foreign currency debt securities from exchange rate changes.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

11.Derivatives (continued)

 

 (e)Hedge of net investment in foreign operations

Hedge accounting is applied for a portion of net investments in foreign operations. Foreign currency translation adjustments for foreign operation by each hedging instrument for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Borrowings in foreign currency

  65,567     (2,066  W(2,066   (17,492

Debt securities issued in foreign currency

   5,366     22,820     22,820     (14,005

Currency forwards

   98     (5,133   (5,133   (2,368
  

 

   

 

   

 

   

 

 
71,031   15,621    W15,621     (33,865
  

 

   

 

   

 

   

 

 

 

12.Loans

 

 (a)Loans as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Household loans

  77,150,180     84,929,702    W84,929,702     96,017,634  

Corporate loans

   104,544,194     113,989,749     113,989,749     127,026,825  

Public and other

   2,525,043     2,135,127     2,135,127     2,194,277  

Loans to banks

   6,102,748     4,683,996     4,683,996     4,653,229  

Card receivables

   17,664,882     18,140,810     18,140,810     18,537,001  
  

 

   

 

   

 

   

 

 
 207,987,047   223,879,384     223,879,384     248,428,966  

Discount

 (39,127 (37,458   (37,458   (26,806

Deferred loan origination costs and fees

 251,249   276,627     276,627     357,617  
  

 

   

 

   

 

   

 

 
 208,199,169   224,118,553     224,118,553     248,759,777  

Allowance for credit losses

 (2,476,451 (2,500,864   (2,500,864   (2,318,416
  

 

   

 

   

 

   

 

 
205,722,718   221,617,689    W221,617,689     246,441,361  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

12.Loans (continued)

 

 (b)Changes in the allowance for credit losses for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Loans Other (*2)  Total   Loans Other (*2)  Total 
  Household Corporate Credit
Card
 Other Subtotal   Household Corporate Credit
Card
 Other Subtotal 

Beginning balance

  297,257   1,733,948   744,063   25,237   2,800,505   102,946   2,903,451    W223,528   1,589,990   647,818   15,115   2,476,451   98,617   2,575,068  

Provision for (reversal of) allowance

   139,989   613,257   339,242   (10,122 1,082,366   42,561   1,124,927     163,470   346,803   387,499   (3,050 894,722   49,706   944,428  

Write-offs

   (191,261 (656,801 (610,036  —     (1,458,098 (29,998 (1,488,096   (150,381 (459,018 (497,538 (206 (1,107,143 (33,742 (1,140,885

Effect of discounting (*1)

   (406 (51,244 (1,234  —     (52,884  —     (52,884   (220 (41,700 (354  —     (42,274  —     (42,274

Allowance related to loans transferred

   (53,864 (124,051 (45,987  —     (223,902 (4,398 (228,300

Allowance related to loans sold

   (5,252 (30,291 (2,255 (4 (37,802  —     (37,802

Recoveries

   27,751   150,954   216,888    —     395,593   2,470   398,063     18,883   178,970   181,882   10,763   390,498   4,216   394,714  

Others (*3)

   (3,148 (68,863 4,882    —     (67,129 (14,964 (82,093   (2,691 (75,692 4,796    —     (73,587 (444 (74,031
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

216,318   1,597,200   647,818   15,115   2,476,451   98,617   2,575,068    W247,337   1,509,062   721,848   22,618   2,500,865   118,353   2,619,218  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  2014   2015 
  Loans Other (*2)  Total   Loans Other (*2)  Total 
  Household Corporate Credit
Card
 Other Subtotal   Household Corporate Credit
Card
 Other Subtotal 

Beginning balance

  216,318   1,597,200   647,818   15,115   2,476,451   98,617   2,575,068    W247,337   1,509,062   721,848   22,618   2,500,865   118,353   2,619,218  

Provision for (reversal of) allowance

   152,643   357,630   387,499   (3,050 894,722   49,706   944,428     122,009   602,141   300,363   (2,802 1,021,711    —     1,021,711  

Write-offs

   (150,381 (459,018 (497,538 (206 (1,107,143 (33,742 (1,140,885   (122,796 (701,970 (488,660 (66 (1,313,492 (18,850 (1,332,342

Effect of discounting (*1)

   (220 (41,700 (354  —     (42,274  —     (42,274   (253 (30,499 2,482    —     (28,270  —     (28,270

Allowance related to loans transferred

   (5,252 (30,291 (2,255 (4 (37,802  —     (37,802

Allowance related to loans sold

   (4,447 (57,985 (34,157 (1,911 (98,500  —     (98,500

Recoveries

   18,883   178,970   181,882   10,763   390,498   4,216   394,714     26,527   88,944   171,253   85   286,809   4,013   290,822  

Others (*3)

   (2,691 (75,692 4,796    —     (73,587 (444 (74,031   (1,613 (51,204 2,110    —     (50,707 (23,677 (74,384
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

229,300   1,527,099   721,848   22,618   2,500,865   118,353   2,619,218    W266,764   1,358,489   675,239   17,924   2,318,416   79,839   2,398,255  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)Interest income from impaired financial assets
(*2)Included allowance for due from banks and other assets
(*3)Other changes were due to debt restructuring, debt-equity swap, and foreign exchange rate, etc.

 

 (c)Changes in deferred loan origination costs and fees for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Beginning balance

  212,477     251,249    W251,249     276,627  

Loan originations

   150,137     179,784     179,784     223,768  

Amortization

   (111,365   (154,406   (154,406   (142,778
  

 

   

 

   

 

   

 

 

Ending balance

251,249   276,627    W276,627     357,617  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

13.Available-for-sale financial assets and held-to-maturity financial assets

 

 (a)Available-for-sale financial assets and held-to-maturity financial assets as of December 31, 20132014 and 20142015 are as follows:

 

  2013
(Restated
see note 48)
   2014   2014   2015 

Available-for-sale financial assets:

        

Debt securities (*1):

    

Debt securities :

    

Government bonds

  4,396,211     4,007,317    W4,007,317     4,281,803  

Financial institution bonds

   12,842,491     11,922,184     11,922,184     15,594,417  

Corporate bonds and others

   11,469,972     10,926,161     10,926,161     9,161,420  
  

 

   

 

   

 

   

 

 
 28,708,674   26,855,662     26,855,662     29,037,640  

Equity securities (*2):

Equity securities (*1):

    

Stocks

 3,193,031   2,416,482     2,416,482     2,113,724  

Equity investments

 517,846   614,566     614,566     623,465  

Beneficiary certificates

 1,047,228   1,427,387     1,427,387     2,118,743  

Others

 129,788   103,917     103,917     72,499  
  

 

   

 

   

 

   

 

 
 4,887,893   4,562,352     4,562,352     4,928,431  
  

 

   

 

   

 

   

 

 
 33,596,567   31,418,014     31,418,014     33,966,071  
  

 

   

 

   

 

   

 

 

Held-to-maturity financial assets:

    

Debt securities:

    

Government bonds

 5,720,223   7,794,704     7,794,704     9,528,795  

Financial institutions bonds

 1,406,063   1,573,869     1,573,869     1,263,688  

Corporate bonds

 3,905,021   4,004,811     4,004,811     5,399,577  
  

 

   

 

   

 

   

 

 
 11,031,307   13,373,384     13,373,384     16,192,060  
  

 

   

 

   

 

   

 

 
44,627,874   44,791,398    W44,791,398     50,158,131  
  

 

   

 

   

 

   

 

 

 

 (*1)Debt securities are measured at fair value by applying the lesser of two quoted bond prices provided by two bond pricing agencies as of the latest trading date from the end of reporting period.
(*2)Equity securities with no quoted market prices in active markets and for which the fair value cannot be measured reliably are recorded at cost were ₩93,417W110,425 million and ₩113,717W123,670 million as of December 31, 20132014 and 2014,2015, respectively.

 

 (b)Gain or loss on sale of available-for-sale financial assets for the years ended December 31, 2012, 2013, 2014 and 20142015 were as follows:

 

  2012   2013   2014   2013   2014   2015 

Gain on disposal of available-for-sale financial assets

  566,157     773,032     721,736    W773,032     721,736     827,968  

Loss on disposal of available-for-sale financial assets

   (30,579   (72,423   (40,805   (72,423   (40,805   (55,494
  

 

   

 

   

 

   

 

   

 

   

 

 
535,578   700,609   680,931    W700,609     680,931     772,474  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

14.Property and equipment, net

 

 (a)Property and equipment as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Acquisition
cost
   Accumulated
depreciation
   Accumulated
impairment
losses
   Carrying
amount
   Acquisition
cost
   Accumulated
depreciation
   Accumulated
impairment
losses
   Carrying
amount
 

Land

  1,798,444     —       —       1,798,444    W1,789,410     —       —       1,789,410  

Buildings

   1,106,021     (130,467   —       975,554     1,115,070     (162,346   —       952,724  

Other

   2,049,971     (1,609,581   (85   440,305     2,012,103     (1,606,982   —       405,121  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
4,954,436   (1,740,048 (85 3,214,303    W4,916,583     (1,769,328   —       3,147,255  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014   2015 
  Acquisition
cost
   Accumulated
depreciation
   Accumulated
impairment
losses
   Carrying
amount
   Acquisition
cost
   Accumulated
depreciation
   Accumulated
impairment
losses
   Carrying
amount
 

Land

  1,789,410     —       —       1,789,410    W1,780,970     —       —       1,780,970  

Buildings

   1,115,070     (162,346   —       952,724     1,114,844     (190,543   —       924,301  

Other

   2,012,103     (1,606,982   —       405,121     1,924,400     (1,591,194   —       333,206  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
4,916,583   (1,769,328 —     3,147,255    W4,820,214     (1,781,737   —       3,038,477  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (b)Changes in property and equipment for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Land   Buildings   Other   Total   Land   Buildings   Other   Total 

Beginning balance

  1,742,337     866,431     499,689     3,108,457    W1,798,444     975,554     440,305     3,214,303  

Acquisitions (*1)

   10,283     165,824     255,603     431,710     590     28,061     156,625     185,276  

Disposals

   (5,863   (5,259   (154,585   (165,707   (101   (2,656   (24,260   (27,017

Depreciation

   —       (34,338   (168,830   (203,168   —       (35,060   (165,751   (200,811

Impairment

   —       —       (85   (85

Amounts transferred from (to) investment property

   56,210     (12,442   —       43,768  

Amounts transferred to assets held for sale (*2)

   (3,752   (2,526   —       (6,278

Amounts transferred to investment property

   (12,432   (14,319   —       (26,751

Amounts transferred from assets held for sale (*2)

   2,891     305     —       3,196  

Others

   —       —       378     378  

Effects of foreign currency movements

   (771   (2,136   8,513     5,606     18     839     (2,176   (1,319
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

1,798,444   975,554   440,305   3,214,303    W1,789,410     952,724     405,121     3,147,255  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*1)₩134,790W4,054 million of buildings increased by transfers from construction-in-progress.
 (*2)Comprise land and buildings, etc.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

14.Property and equipment, net (continued)

 

  2014   2015 
  Land Buildings Other Total   Land   Buildings   Other   Total 

Beginning balance

  1,798,444   975,554   440,305   3,214,303    W1,789,410     952,724     405,121     3,147,255  

Acquisitions (*1)

   590   28,061   156,625   185,276     5,631     26,266     138,453     170,350  

Disposals

   (101 (2,656 (24,260 (27,017   (934   (1,016   (6,077   (8,027

Depreciation

   —     (35,060 (165,751 (200,811   —       (35,910   (158,018   (193,928

Amounts transferred from (to) investment property

   (12,432 (14,319  —     (26,751   2,526     596     —       3,122  

Amounts transferred from assets held for sale (*2)

   2,891   305    —     3,196  

Others

   —      —     378   378  

Effects of foreign currency movements

   18   839   (2,176 (1,319   (15,663   (18,359   (46,273   (80,295
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Ending balance

1,789,410   952,724   405,121   3,147,255    W1,780,970     924,301     333,206     3,038,477  
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

 

 (*1)₩4,054W3,255 million of buildings increased by transfers from construction-in-progress.
(*2)Comprise land and buildings, etc.

 

 (c)Insured assets as of December 31, 20142015 are as follows:

 

Type of insurance

  Assets insured  Amount covered   

Insurance company

Comprehensive insurance for financial institution

  Cash and cash
equivalent

(Including ATM)

  W22,94422,700    Samsung Fire & Marine Insurance Co., Ltd. and 79 other entities

Package insurance

  Land and
buildingsGeneral asset risk
   1,331,4221,244,704    Samsung Fire & Marine Insurance Co., Ltd. and 5 other entities

Fire insurance

  EquipmentFurniture and
fixtures
   20,74418,524    Hyundai Marine & Fire Insurance Co., Ltd. and 2 other entities

Directors’ and officers’ liability and company reimbursement insurance

  —  Directors’ and

officers’ liabilities

   150,91150,000    SamsungMERITZ Fire & Marine Insurance Co., Ltd.

OtherEmployee accident insurance

  —  Employees   67,50917,700Dongbu Fire & Marine Insurance Co., Ltd.

Others

Cash, Securities,

Fidelity guarantee,

and liability

insurance

82,380    Seoul Guarantee Insurance Co., Ltd. And Dongbu Fire & Marine Insurance Co., Ltd.
    

 

 

   
1,593,530  W1,436,008
    

 

 

   

 

(*)In addition, the Group maintains vehicle insurance, medical insurance, fire insurance for its assets, and employee compensation insurance covering loss and liability arising from accidents.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

15.Intangible assets, net

 

 (a)Intangible assets as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Goodwill

  3,835,141     3,824,646    W3,824,646     3,881,345  

Software

   74,622     70,708     70,708     93,914  

Development cost

   87,168     61,665     61,665     66,843  

Other

   229,447     195,824     195,824     232,794  
  

 

   

 

   

 

   

 

 
4,226,378   4,152,843    W4,152,843     4,274,896  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

15.Intangible assets, net (continued)

 

 (b)Changes in intangible assets for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Goodwill Software Development
cost
 Other Total   Goodwill Software Development
cost
 Other Total 

Beginning balance

  3,830,363   72,362   115,506   177,265   4,195,496    W3,835,141   74,622   87,168   229,447   4,226,378  

Acquisitions

   —     34,114   12,754   107,537   154,405     —     23,099   9,404   29,717   62,220  

Business combination

   11,989    —      —      —     11,989  

Disposals

   (7,211 (635 (61 (8,122 (16,029   —      —      —     (10,960 (10,960

Impairment (*1)

   —      —      —     (2,576 (2,576   (10,493  —      —     (1,965 (12,458

Amortization (*2)

   —     (30,913 (41,031 (44,618 (116,562   —     (27,480 (34,784 (49,891 (112,155

Effects of foreign currency movements

   —     (306  —     (39 (345   (2 467   29   (531 (37

Others

   —      —     (152 7   (145
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ending balance

3,835,141   74,622   87,168   229,447   4,226,378    W3,824,646   70,708   61,665   195,824   4,152,843  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

  2014   2015 
  Goodwill Software Development
cost
 Other Total   Goodwill Software Development
cost
 Other Total 

Beginning balance

  3,835,141   74,622   87,168   229,447   4,226,378    W3,824,646   70,708   61,665   195,824   4,152,843  

Acquisitions

   —     23,099   9,404   29,717   62,220     —     59,727   37,022   95,041   191,790  

Business combination

   59,106   127   1,517   42   60,792  

Disposals

   —      —      —     (10,960 (10,960   —     (1  —     (8,640 (8,641

Impairment (*1)

   (10,493  —      —     (1,965 (12,458   —      —      —     (2,143 (2,143

Amortization (*2)

   —     (27,480 (34,784 (49,891 (112,155   —     (34,851 (32,773 (46,990 (114,614

Effects of foreign currency movements

   (2 467   29   (531 (37   (2,407 (1,796 (588 (340 (5,131

Others

   —      —     (152 7   (145
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ending balance

3,824,646   70,708   61,665   195,824   4,152,843    W3,881,345   93,914   66,843   232,794   4,274,896  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

(*1)The Group recognized impairment losses from golf and condo memberships with indefinite useful lives by comparing recoverable amounts with carrying amounts.
(*2)The Group recognized amortization of intangible asset in general and administrative expenses.expenses and net other operating expense.

(c)Goodwill

i) Goodwill allocated in the Group’s CGUs as of December 31, 2014 and 2015

   2014   2015 

Banking (*)

  W824,526     879,564  

Credit card

   2,685,389     2,688,238  

Securities

   —       1,218  

Life insurance

   275,370     275,371  

Others

   39,361     36,954  
  

 

 

   

 

 

 
  W3,824,646     3,881,345  
  

 

 

   

 

 

 

(*)

Due to structural changes in the Group’s Banking segments and relevant changes in reporting structure submitted to the Group CODM, the Group determined to re-define its four pre-existing operating segments (Retail Banking, Corporate Banking, International Banking, and

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

15.Intangible assets, net (continued)

 

 (c)Goodwill

i) Goodwill allocated in the Group’s CGU(*)s as of December 31, 2013 and 2014

   2013   2014 

Banking:

    

Retail

  652,344     652,344  

Corporate and investment

   107,856     107,856  

Other

   64,326     64,326  

Credit card

   2,685,389     2,685,389  

Life insurance

   275,370     275,370  

Others

   49,856     39,361  
  

 

 

   

 

 

 
3,835,141   3,824,646  
  

 

 

   

 

 

 

(*)CGU : cash-generating unitOther Banking) within the Banking segments as one single Banking segment, and also determined to re-define the group of CGUs at Shinhan Bank as one single group of CGUs for the purpose of goodwill impairment testing. As such, goodwill impairment test was performed based on the level of re-defined group of CGUs as of December 31, 2015.

ii) Changes in goodwill for the years ended December 31, 20132014 and 20142015

 

  2013   2014   2014   2015 

Beginning balance

  3,830,363     3,835,141    W3,835,141     3,824,646  

Acquisitions through business combinations

   11,989     —       —       59,106  

Disposal

   (7,211   —       —       (2,407

Impairment loss (*)

   —       (10,493

Impairment loss(*)

   (10,493   —    

Other

   —       (2   (2   —    
  

 

   

 

   

 

   

 

 

Ending balance

3,835,141   3,824,646    W3,824,646     3,881,345  
  

 

   

 

   

 

   

 

 

 

 (*)The impairment loss during the year ended December 31, 2014 was recognized in ‘Others‘Banking CGU’.

iii) Goodwill impairment test

The recoverable amounts of each CGU were evaluated based on their respective value in use.

 

Explanation on evaluation method

The income approach was applied when evaluating the recoverable amounts based on value in use, considering the characteristics of each financial institution.unit or group of CGU.

 

Projection period

When evaluating the value in use, 5.5 year of cash flow estimates – July 31, 20142015 through December 31, 20192020 – was used in projection and the value thereafter was reflected as terminal value. In case of Shinhan Life Insurance, only the 30 years of future cash flows were applied since the present value of the future cash flows thereafter is not significant.

 

Discount rates and terminal growth rates

The required rates of return expected by shareholders were applied to the discount rates by calculating the cost of equitycapital which comprises a risk-free interest rate, a market risk premium and systemic risk (beta factor). Expected terminal growth rate is on the basis of inflation rates.

Discount rates and terminal growth rates applied to each CGU are as follows:

   Discount rates Terminal growth rate

Banking

  9.82% 2.16%

Credit card

  8.39% 2.16%

Securities

  14.12% 0.00%

Life insurance

  10.00% 0.00%

Others

  9.82% 2.16%

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

��

15.Intangible assets, net (continued)

 

Discount rates and terminal growth rates applied to each CGU are as follows:

   Discount rates  Terminal growth rate

Banking:

    

Retail

  11.23%  2.80%

Corporate and investment

  11.23%, 10.81%  2.80%, 3.20%

Other

  11.23%  2.80%

Credit card

  10.28%  2.80%

Life insurance

  10.00%  —  

Other

  11.23%, 12.07%  2.80%

iv) Key assumptions

Key assumptions used in the discounted cash flow calculations of CGUs (other than Shinhan Life Insurance) are as follows:

 

  2014 2015 2016 2017 2018 and
thereafter
   2015 2016 2017 2018 2019 and
thereafter
 

CPI growth

   1.6 2.1 2.8 2.9 3.1   0.5 0.7 2.2 2.4 2.7

Real retail sales growth

   1.1 2.8 3.8 3.5 3.7   0.9 4.4 4.0 3.4 2.3

Real GDP growth

   3.7 3.7 3.7 3.5 3.5   2.3 3.5 3.6 3.3 3.2

Key assumptions used in the discounted cash flow calculations of Shinhan Life Insurance are as follows:

 

   Key assumptions 

Rate of return on investment

   4.22

Risk-based capital ratio

   250.93

The values for the CPI growth rate, real retail sales growth rate, real GDP growth rate, rate of return on investment and risk-based capital ratio are based on a combination of internal and external analysis.

v) Total recoverable amount and total carrying value of CGUs to which goodwill has been allocated

 

   Amount 

Total recoverable amount

  W32,028,35038,664,548  

Total carrying value

   29,321,28735,103,579  
  

 

 

 
W2,707,0633,560,969  
  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

16.Investments in associates

 

 (a)Investments in associates as of December 31, 20132014 and 20142015 are as follows:

 

Investees

 

Country

 

Reporting

date

 Ownership (%) 
   2013  2014 

Cardif Life Insurance (*1,3)

 Korea September 30  14.99    14.99  

Aju Capital Co., Ltd. (*1,2)

    12.85    12.85  

Pohang TechnoPark 2PFV (*2)

  December 31  14.90    14.90  

Daewontos Co., Ltd. (*1,6)

  September 30  36.33    36.33  

Shinhan Corporate Restructuring Fund 5th (*5)

  December 31  52.58    —    

PT Clemont Finance Indonesia (*1)

 Indonesia September 30  30.00    —    

Haejin Shipping Co., Ltd.

 Hong Kong December 31  24.00    24.00  

APC Fund

 Cayman Islands   25.18    25.18  

SHC-IMM New Growth Fund (*5)

 Korea   64.52    64.52  

QCP New Technology Fund 20th

    47.17    47.17  

UAMCO., Ltd. (*2)

    17.50    17.50  

Miraeasset 3rd Investment Fund

    50.00    50.00  

Medici 2nd Investment Fund (*5)

    54.67    —    

STI New Growth Engine Investment Fund

    50.00    50.00  

AJU-SHC WIN-WIN Company Fund 3 (*5)

    70.16    —    

Shinhan K2 Secondary Fund (*4)

    10.75    10.75  

Aju 4th Investment Fund

    30.00    —    

KDB Daewoo Securities Platinum PEF

    20.00    —    

Shinhan-stonebridge Petro PEF (*4)

    1.82    1.82  

FAMILY FOOD CO., LTD. (*1)

  September 30  24.63    —    

TS2013-6 M&A Investment Fund

  December 31  25.00    25.00  

Inhee Co., Ltd. (*1,2,6)

  September 30  15.36    15.36  

Truston Falcon Asia US Feeder Fund

 Cayman Islands December 31  31.58    —    

Innopolis-CJ Bio Healthcare Fund

 Korea   25.00    25.00  

KDB Daewoo Ruby PEF

    —      20.00  

Dream High Fund III (*5)

    —      54.55  

Korea Investment Gong-pyeong Office Real Estate Investment Trust 2nd

    —      50.00  

DAEGY Electrical Construction.,

LTD (*1,2)

  September 30  —      27.48  

Kukdong Engineering & Construction CO. (*1,2,6)

    —      14.30  

Arkone Asia Access Offshore Feeder Fund Limited

 Cayman Islands December 31  —      23.64  

BNP Paribas Cardif General Insurance (*1,2)

 Korea September 30  —      10.00  

SHC-EN Fund

  December 31  —      43.48  

SP New Technology Business investment Fund I

    —      23.25  

Albatross Growth Fund

    —      36.36  

Investees

 

Country

 

Reporting

date

 Ownership (%) 
   2014  2015 

BNP Paribas Cardif Life Insurance (*1),(*3),(*9)

 Korea September 30  14.99    14.99  

Aju Capital Co., Ltd. (*1),(*2),(*9)

    12.85    12.85  

UAMCO., Ltd. (*2),(*9)

  December 31  17.50    17.50  

Pohang TechnoPark 2PFV (*2)

    14.90    14.90  

Daewontos Co., Ltd. (*1),(*6)

  September 30  36.33    36.33  

Inhee Co., Ltd. (*1),(*2),(*6)

    15.36    15.36  

DAEGY Electrical ConstructionCo., Ltd. (*1)(*6)

    27.45    27.45  

Kukdong Engineering & Construction Co., LTD. (*1)(*2)(*6)

    14.30    14.30  

YEONWOONG SYSTEM (*1)(*6)

    —      21.77  

DOODOO LOGITECH (*1)(*6)

    —      27.96  

Neoplux Technology Valuation Investment Fund (*1)

    —      33.33  

EQP Global Energy Infrastructure Private Equity Fund (*1)

    —      22.64  

JAEYOUNG SOLUTEC CO., LTD. (*1)(*8)

    —      11.90  

Partners 4th Growth Investment Fund (*7)

  October 31  —      25.00  

PSA 1st Fintech Private Equity Fund (*7)

  December 31  —      20.00  

SHC-IMM New Growth Fund (*5)

    64.52    64.52  

QCP New Technology Fund 20th

    47.17    47.17  

Miraeasset 3rd Investment Fund

    50.00    —    

STI New Growth Engine Investment Fund

    50.00    50.00  

Shinhan K2 Secondary Fund (*4)

    10.75    10.75  

TS2013-6 M&A Investment Fund

    25.00    25.00  

KDB Daewoo Ruby PEF

    20.00    —    

Dream High Fund III (*5)

    54.55    54.55  

Haejin Shipping Co., Ltd.

 Hong Kong   24.00    24.00  

SHC-EN Fund

 Korea   43.48    43.48  

SP New Technology Business investment Fund I

    23.26    23.26  

Albatross Growth Fund

    36.36    36.36  

Asia Pacific No.39 Ship Investment Co., Ltd.

    —      50.00  

Midas Dong-A Snowball Venture Fund (*5)

    —      53.33  

IBKS-Shinhan Creative Economy New Technology Fund (*4)

    —      5.00  

SH Rental Service

    —      20.00  

SM New Technology Business Investment Fund I

    —      36.36  

AJU-SHC WIN-WIN COMPANY FUND 4

    —      21.98  

APC Fund

 Cayman Islands   25.18    25.18  

BNH-CJ Bio Healthcare Fund

 Korea   25.00    26.67  

Korea Investment Gong-pyeong Office

Real Estate Investment Trust 2nd

    50.00    50.00  

Arkone Asia Access Offshore Feeder

Fund Limited

 Cayman Islands   23.64    —    

Shinhan Praxis K-Growth Global Private Equity Fund (*4)

 Korea   —      18.87  

BNPParibas Cardif General Insurance (*1)(*2)

  September 30  10.00    10.00  

SHBNPP Private Korea Equity Long-Short Professional Feeder

  December 31  —      29.24  

Shinhan-Stonebridge Petro PEF (*4)

    1.82    1.82  

 

(*1)Financial statements as of September 31, 201430, 2015 were used for the equity method since the Group could not obtainhave the financial statements as of December 31, 2014.2015. Significant trades and events that occurred within the period were properly reflected.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

16.Investments in associates (continued)

 

(*2)The Group appliedapplies the equity method accounting as the Group has a significant influence on electing the investees’ board members who can participate in decision making on the financial and operating policies of the investee through electing investees’ board members and presenting in decision making bodies of the investee.
(*3)The Group can have a significant influence on the investees through important business transactions.
(*4)As a managing partner, the Group can have a significant influence over the investees.
(*5)As a limited partner, the Group does not have ability to participate in policy-making processes to obtain economic benefit from the investees that would allow the Group to control the entity.
(*6)The Groupshares of the investees were acquired the shares by debt-equity swap during the investees’ work-out process.swap. The Group reclassified available-for-sale financial assets to investments in associates as the reorganization procedures were completed and now the Group can normally exercise its voting rights to the investees.
(*7)Financial statements at the point of establishment were used for the equity method.
(*8)Although the ownership interests in JAEYOUNG SOLUTEC CO., LTD. were less than 15%, the Group used the equity method as the Group has significant influence on the entity’s financial and operating policy decisions.
(*9)The associates, BNP Paribas Cardif Life Insurance engages in life insurance business, Aju Capital Co., Ltd. provides installment loans and leasing services and UAMCO., Ltd. engages in the business of the establishment of asset-backed securitization vehicles and investments in equity or asset-backed securities.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

16.Investments in associates (continued)

 

 (b)Changes in investments in associates for the years ended December 31, 20132014 and 20142015 were as follows:

 

   2013 

Investees

  Beginning
balance
   Investment
and
dividend
  Equity
method
income
(loss)
  Change in
other
comprehensive
income
  Impairment
loss
  Ending
balance
 

Cardif Life Insurance

  42,647     8,923    3,964    (4,284  —      51,250  

Aju Capital Co., Ltd. (*)

   29,653     (1,849  568    (149  —      28,223  

Pohang TechnoPark 2PFV

   2,895     —      (48  —      —      2,847  

Daewontos Co., Ltd.

   122     —      (122  —      —      —    

Shinhan Corporate Restructuring Fund 5th

   675     —      (675  239    (239  —    

DCC Corporate Restructuring Fund 1st

   296     (273  (23  —      —      —    

PT Clemont Finance Indonesia

   6,892     —      81    (1,393  —      5,580  

Haejin Shipping Co., Ltd.

   —       —      1,051    (36  —      1,015  

APC Fund

   38,101     8,640    (23,533  (474  —      22,734  

SHC-IMM New Growth Fund

   8,884     440    (175  —      —      9,149  

QCP New Technology Fund 20th

   259     —      (10  —      —      249  

UAMCO., Ltd.

   120,917     —      18,373    (19  —      139,271  

Miraeasset 3rd Investment Fund

   4,705     —      232    799    —      5,736  

Aju-Shinhan 1st Investment Fund

   3,748     (3,635  (113  —      —      —    

Aju-Shinhan 2nd Investment Fund

   675     (693  18    —      —      —    

Aju 3rd Investment Fund

   3,040     (3,698  658    —      —      —    

Medici 2nd Investment Fund

   3,208     —      (36  —      —      3,172  

STI New Growth Engine Investment Fund

   2,824     (273  (42  —      —      2,509  

AJU-SHC WIN-WIN Company Fund 3

   2,954     2,139    163    —      —      5,256  

Shinhan K2 Secondary Fund

   1,692     1,698    (28  —      —      3,362  

Aju 4th Investment Fund

   2,977     (3,957  2,560    —      —      1,580  

KDB Daewoo Securities Platinum PEF

   6,517     (1,079  1,125    —      —      6,563  

Shinhan-stonebridge Petro PEF

   14,837     (417  1,898    —      —      16,318  

SHINHAN 2013-1 New Technology Business Investment Fund

   —       (172  172    —      —      —    

FAMILY FOOD CO., LTD.

   —       4,158    53    460    —      4,671  

TS2013-6 M&A Investment Fund

   —       4,000    (89  —      —      3,911  

Inhee Co., Ltd.

   —       —      382    (21  —      361  

Truston Falcon Asia US Feeder Fund

   —       10,030    913    (102  —      10,841  

Innopolis-CJ Bio Healthcare Fund

   —       4,000    (31  —      —      3,969  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
298,518   27,982   7,286   (4,980 (239 328,567  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*)The market value of the investment is ₩37,049 million as of December 31, 2013 based on the quoted market price.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

16.Investments in associates (continued)

   2014 

Investees

  Beginning
balance
   Investment
and
dividend
  Equity
method
income
(loss)
  Change in
other
comprehensive
income
  Transfer
out
  Ending
balance
 

Cardif Life Insurance

  51,250     (84  1,216    4,394    —      56,776  

Aju Capital Co., Ltd. (*1)

   28,223     (1,105  3,438    (130  —      30,426  

Pohang TechnoPark 2PFV

   2,847     —      (870  —      —      1,977  

Daewontos Co., Ltd. (*2)

   —       —          —      —      —    

Shinhan Corporate Restructuring Fund 5th (*3)

   —       —          —      —      —    

PT Clemont Finance Indonesia

   5,580     —      (405  1,568    (6,743  —    

Haejin Shipping Co. Ltd.

   1,015     —      (10  30    —      1,035  

APC Fund

   22,734     94    10,382    1,929    —      35,139  

SHC-IMM New Growth Fund

   9,149     —      (201  —      —      8,948  

QCP New Technology Fund 20th

   249     —      21    —      —      270  

UAMCO., Ltd.

   139,271     (35,043  10,066    (56  —      114,238  

Miraeasset 3rd Investment Fund

   5,736     (3,540  1,916    (90  —      4,022  

Medici 2nd Investment Fund

   3,172     (3,838  666    —      —      —    

STI New growth engine Investment Fund

   2,509     —      (51  —      —      2,458  

AJU-SHC WIN-WIN Company Fund 3

   5,256     (7,211  1,955    —      —      —    

Shinhan K2 Secondary Fund

   3,362     (623  207    60    —      3,006  

Aju 4th Investment Fund

   1,580     (1,261  (319  —      —      —    

KDB Daewoo Securities Platinum PEF

   6,563     (6,542  (21  —      —      —    

Shinhan-stonebridge Petro PEF

   16,318     (21  732    —      —      17,029  

FAMILY FOOD CO., LTD.

   4,671     (4,211      (460  —      —    

TS2013-6 M&A Investment Fund

   3,911     (1,952  543    (921  —      1,581  

Inhee Co., Ltd.

   361     —      170    —      —      531  

Truston Falcon Asia US Feeder Fund

   10,841     (11,222  279    102    —      —    

Innopolis-CJ Bio Healthcare Fund

   3,969     —      1,103    —      —      5,072  

KDB Daewoo Ruby PEF

   —       6,918    786    —      —      7,704  

Dream High Fund III

   —       3,000    (37  —      —      2,963  

Korea investment gong-pyeong office real estate investment trust 2nd

   —       26,540    1,460    —      —      28,000  

DAEGY Electrical Construction., LTD

   —       —      41    3    —      44  

Kukdong Engineering & Construction CO., LTD

   —       9,092    (1,990  56    —      7,158  

Arkone Asia Access Offshore Feeder Fund Limited

   —       5,141    (493  365    —      5,013  

BNP Paribas Cardif General Insurance

   —       1,290    5    —      —      1,295  

SHC-EN Fund

   —       4,000    (8  —      —      3,992  

SP New Technology Business investment Fund I

   —       2,000    (1  —      —      1,999  

Albatross Growth Fund

   —       1,200        —      —      1,200  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
328,567   (17,378 30,580   6,850   (6,743 341,876  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

16.Investments in associates (continued)
   2014 

Investees

  Beginning
balance
   Investment
and
dividend
  Equity
method
income
(loss)
  Change in
other
comprehensive
income
  Transfer
out
  Ending
balance
 

BNP Paribas Cardif Life Insurance

  W51,250     (84  1,216    4,394    —      56,776  

Aju Capital Co., Ltd. (*1)

   28,223     (1,105  3,438    (130  —      30,426  

Pohang TechnoPark 2PFV

   2,847     —      (870  —      —      1,977  

Daewontos Co., Ltd. (*2)

   —       —      —      —      —      —    

Shinhan Corporate Restructuring Fund 5th (*3)

   —       —      —      —      —      —    

PT Clemont Finance Indonesia

   5,580     —      (405  1,568    (6,743  —    

Haejin Shipping Co. Ltd.

   1,015     —      (10  30    —      1,035  

APC Fund

   22,734     94    10,382    1,929    —      35,139  

SHC-IMM New Growth Fund

   9,149     —      (201  —      —      8,948  

QCP New Technology Fund 20th

   249     —      21    —      —      270  

UAMCO., Ltd.

   139,271     (35,043  10,066    (56  —      114,238  

Miraeasset 3rd Investment Fund

   5,736     (3,540  1,916    (90  —      4,022  

Medici 2nd Investment Fund

   3,172     (3,838  666    —      —      —    

STI New growth engine Investment Fund

   2,509     —      (51  —      —      2,458  

AJU-SHC WIN-WIN Company Fund 3

   5,256     (7,211  1,955    —      —      —    

Shinhan K2 Secondary Fund

   3,362     (623  207    60    —      3,006  

Aju 4th Investment Fund

   1,580     (1,261  (319  —      —      —    

KDB Daewoo Securities Platinum PEF

   6,563     (6,542  (21  —      —      —    

Shinhan-stonebridge Petro PEF

   16,318     (21  732    —      —      17,029  

FAMILY FOOD CO., LTD.

   4,671     (4,211  —      (460  —      —    

TS2013-6 M&A Investment Fund

   3,911     (1,952  543    (921  —      1,581  

Inhee Co., Ltd.

   361     —      170    —      —      531  

Truston Falcon Asia US Feeder Fund

   10,841     (11,222  279    102    —      —    

Innopolis-CJ Bio Healthcare Fund

   3,969     —      1,103    —      —      5,072  

KDB Daewoo Ruby PEF

   —       6,918    786    —      —      7,704  

Dream High Fund III

   —       3,000    (37  —      —      2,963  

Korea investment gong-pyeong office real estate investment trust 2nd

   —       26,540    1,460    —      —      28,000  

DAEGY Electrical Construction., LTD

   —       —      41    3    —      44  

Kukdong Engineering & Construction CO., LTD

   —       9,092    (1,990  56    —      7,158  

Arkone Asia Access Offshore Feeder Fund Limited

   —       5,141    (493  365    —      5,013  

BNPParibas Cardif General Insurance

   —       1,290    5    —      —      1,295  

SHC-EN Fund

   —       4,000    (8  —      —      3,992  

SP New Technology Business investment Fund I

   —       2,000    (1  —      —      1,999  

Albatross Growth Fund

   —       1,200    —      —      —      1,200  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  W328,567     (17,378  30,580    6,850    (6,743  341,876  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*1)The market values of investments are ₩47,624W47,624 million as of December 31, 2014 based on the quoted market price.
(*2)The Group has stopped recognizing its equity method income or loss due to the investees’ cumulative loss.
(*3)The Group has recognized impairment loss on the investments during the year ended December 31, 2013 and the fund was liquidated during the year ended December 31, 2014.

(c)Condensed statement of financial position information of associates as of December 31, 2013 and 2014 are as follows:

  2013  2014 

Investees

 Asset  Liability  Asset  Liability 

Cardif Life Insurance

 3,466,657    3,184,257    3,890,674    3,510,712  

Aju Capital Co., Ltd.

  6,044,214    5,349,045    6,428,736    5,714,874  

Pohang TechnoPark 2PFV

  20,783    1,676    14,668    1,401  

Daewontos Co., Ltd.

  6,536    7,740    6,139    7,344  

Shinhan Corporate Restructuring Fund 5th

  12    1    —      —    

PT Clemont Finance Indonesia

  56,333    37,734    43,972    27,832  

Haejin Shipping Co. Ltd.

  10,118    5,892    4,523    211  

APC Fund

  90,300    86    139,732    197  

SHC-IMM New Growth Fund

  14,180    —      14,190    321  

QCP New Technology Fund 20th

  527    —      572    —    

UAMCO., Ltd.

  4,363,884    3,568,061    4,357,490    3,688,589  

Miraeasset 3rd Investment Fund

  11,579    106    8,215    172  

Medici 2nd Investment Fund

  5,803    —      —      —    

STI New growth engine Investment Fund

  5,019    —      4,916    —    

AJU-SHC WIN-WIN Company Fund 3

  7,554    62    —      —    

Shinhan K2 Secondary Fund

  31,266    5    27,998    7  

Aju 4th Investment Fund

  5,277    13    —      —    

KDB Daewoo Securities Platinum PEF

  33,005    188    —      —    

Shinhan-stonebridge Petro PEF

  895,695    211    935,256    807  

FAMILY FOOD CO., LTD.

  67,882    45,103    —      —    

TS2013-6 M&A Investment Fund

  15,728    82    6,406    76  

Inhee Co., Ltd.

  16,481    14,127    16,284    12,826  

Truston Falcon Asia US Feeder Fund

  35,209    880    —      —    

Innopolis-CJ Bio Healthcare Fund

  15,879    2    20,294    2  

KDB Daewoo Ruby PEF

  —      —      40,525    2,004  

Dream High Fund III

  —      —      5,432    —    

Korea investment gong-pyeong office real estate investment trust 2nd

  —      —      56,022    22  

DAEGY Electrical Construction.,LTD

  —      —      1,278    1,119  

Kukdong Engineering & Construction CO., LTD

  —      —      368,308    337,159  

Arkone Asia Access Offshore Feeder Fund Limited

  —      —      67,403    46,195  

BNP Paribas Cardif General Insurance

  —      —      33,341    20,392  

SHC-EN Fund

  —      —      9,183    2  

SP New Technology Business investment Fund I

  —      —      8,600    6  

Albatross Growth Fund

  —      —      3,301    —    
 

 

 

  

 

 

  

 

 

  

 

 

 
15,219,921   12,215,271   16,513,458   13,372,270  
 

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

16.Investments in associates (continued)

 

Condensed statement of comprehensive income information for years ended December 31, 2013 and 2014 were as follows:

   2015 

Investees

  Beginning
balance
   Investment
and
dividend
  Equity
method
income
(loss)
  Change in
other
comprehensive
income
  Impairment
loss
  Ending
balance
 

BNP Paribas Cardif Life Insurance

  W56,776     —      (3,253  3,757    —      57,280  

Aju Capital Co., Ltd. (*1)

   30,426     (1,849  6,280    (413  —      34,444  

UAMCO., Ltd.

   114,238     —      11,632    (48  —      125,822  

Pohang TechnoPark 2PFV

   1,977     —      (1  —      —      1,976  

Daewontos Co., Ltd. (*3)

   —       —      —      —      —      —    

Inhee Co., Ltd.

   531     —      (277  —      —      254  

DAEGY Electrical Construction., LTD.

   44     —      105    —      —      149  

Kukdong Engineering & Construction CO., LTD.

   7,158     —      (1,556  3,422    (9,024  —    

YEONWOONG SYSTEM

   —       —      106    —      —      106  

DOODOO LOGITECH

   —       —      384    —      —      384  

Neoplux Technology Valuation Investment Fund

   —       2,000    (7  —      —      1,993  

EQP Global Energy Infrastructure Private Equity Fund

   —       174    (174  —      —      —    

JAEYOUNG SOLUTEC CO., LTD. (*2)

   —       6,238    —      —      —      6,238  

Partners 4th Growth Investment Fund

   —       1,800    —      —      —      1,800  

PSA 1st Fintech Private Equity Fund

   —       2,000    —      —      —      2,000  

BANK METRO EXPRESS

   —       (207  207    —      —      —    

SHC-IMM New Growth Fund

   8,948     (7,328  1,555    —      —      3,175  

QCP New Technology Fund 20th

   270     (121  (147  —      —      2  

Miraeasset 3rd Investment Fund

   4,022     (4,468  1,154    (708  —      —    

STI New Growth Engine Investment Fund

   2,458     —      (28  333    —      2,763  

Shinhan K2 Secondary Fund

   3,006     (1,954  1,147    377    —      2,576  

TS2013-6 M&A Investment Fund

   1,581     (174  (213  922    —      2,116  

KDB Daewoo Ruby PEF

   7,704     (8,177  473    —      —      —    

Dream High Fund III

   2,963     (2,283  995    (119  —      1,556  

Haejin Shipping Co., Ltd.

   1,035     —      107    86    —      1,228  

SHC-EN Fund

   3,992     —      320    —      —      4,312  

SP New Technology Business investment Fund I

   1,999     —      (25  —      —      1,974  

Albatross Growth Fund

   1,200     —      (14  2,155    —      3,341  

Asia Pacific No.39 Ship Investment Co., Ltd.

   —       5,355    332    (602  —      5,085  

Midas Dong-A Snowball Venture Fund

   —       1,200    2    —      —      1,202  

IBKS-Shinhan Creative Economy New Technology Fund

   —       150    (2  —      —      148  

SH Rental Service

   —       100    (39  —      —      61  

SM New Technology Business Investment Fund I

   —       1,962    (31  —      —      1,931  

AJU-SHC WIN-WIN COMPANY FUND 4

   —       2,000    —      —      —      2,000  

APC Fund

   35,139     (571  (6,199  5,346    —      33,715  

BNH-CJ Bio Healthcare Fund

   5,072     (826  4,849    —      —      9,095  

Korea Investment Gong-pyeong Office Real Estate Investment Trust 2nd

   28,000     (1,895  1,905    —      —      28,010  

Arkone Asia Access Offshore Feeder Fund Limited

   5,013     (5,566  919    (366  —      —    

Shinhan Praxis K-Growth Global Private Equity Fund

   —       8,780    (166  —      —      8,614  

BNP Paribas Cardif General Insurance

   1,295     728    (277  (7  —      1,739  

SHBNPP Private Korea EquityLong-Short Professional Feeder

   —       27,984    92    —      —      28,076  

Shinhan-Stonebridge Petro PEF

   17,029     (4  816    —      —      17,841  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  W341,876     25,048    20,971    14,135    (9,024  393,006  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

   2013 

Investees

  Operating
revenue
   Net profit
(loss)
  Other
comprehensive
income

(loss)
  Total
comprehensive
income

(loss)
 

Cardif Life Insurance

  682,100     18,295    (28,557  (10,262

Aju Capital Co., Ltd.

   790,073     2,232    1,324    3,556  

Pohang TechnoPark 2PFV

   —       (322  —      (322

Daewontos Co., Ltd.

   17,313     (873  —      (873

Shinhan Corporate Restructuring Fund 5th

   2,213     473    532    1,005  

DCC Corporate Restructuring Fund 1st

   42     (104  —      (104

PT Clemont Finance Indonesia

   3,562     268    —      268  

Haejin Shipping Co. Ltd.

   194     7,572    —      7,572  

APC Fund

   —       (93,567  —      (93,567

SHC-IMM New Growth Fund

   85     (271  —      (271

QCP New Technology Fund 20th

   1     (21  —      (21

UAMCO., Ltd.

   708,035     105,013    (107  104,906  

Miraeasset 3rd Investment Fund

   695     462    1,599    2,061  

Aju-Shinhan 1st Investment Fund

   274     (189  —      (189

Aju-Shinhan 2nd Investment Fund

   131     55    —      55  

Aju 3rd Investment Fund

   1,234     1,097    —      1,097  

Medici 2nd Investment Fund

   —       (66  —      (66

STI New Growth Engine Investment Fund

   —       (84  —      (84

AJU-SHC WIN-WIN Company Fund 3

   869     233    —      233  

Shinhan K2 Secondary Fund

   680     (258  —      (258

Aju 4th Investment Fund

   9,265     8,532    —      8,532  

KDB Daewoo Securities Platinum PEF

   6,000     5,626    —      5,626  

Shinhan-stonebridge Petro PEF

   107,695     104,163    —      104,163  

SHINHAN 2013-1 New Technology Business Investment Fund’

   872     729    —      729  

FAMILY FOOD CO., LTD.

   32,205     217    1,869    2,086  

TS2013-6 M&A Investment Fund

   355     (354  —      (354

Inhee Co., Ltd.

   5,866     662    (18,156  (17,494

Truston Falcon Asia US Feeder Fund

   3,977     2,887    —      2,887  

Innopolis-CJ Bio Healthcare Fund

   15     (123  —      (123
  

 

 

   

 

 

  

 

 

  

 

 

 
2,373,751   162,284   (41,496 120,788  
  

 

 

   

 

 

  

 

 

  

 

 

 
(*1)The market values of investments areW47,550 million as of December 31, 2015 based on the quoted market price.
(*2)The market values of investments areW10,409 million as of December 31, 2015 based on the quoted market price.
(*3)The Group has stopped recognizing its equity method income or loss due to the investees’ cumulative loss.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

16.Investments in associates (continued)

   2014 

Investees

  Operating
revenue
  Net profit
(loss)
  Other
comprehensive
income (loss)
  Total
comprehensive
income

(loss)
 

Cardif Life Insurance

  483,911    5,852    29,293    35,145  

Aju Capital Co., Ltd.

   781,957    26,756    (1,016  25,740  

Pohang TechnoPark 2PFV

   —      (5,839  —      (5,839

Daewontos Co., Ltd.

   10,954    (2  —      (2

Shinhan Corporate Restructuring Fund 5th

   90    82    —      82  

PT Clemont Finance Indonesia

   1,362    87    —      87  

Haejin Shipping Co. Ltd.

   74    (41  —      (41

APC Fund

   13,756    40,426    —      40,426  

SHC-IMM New Growth Fund

   102    (155  —      (155

QCP New Technology Fund 20th

   51    45    —      45  

UAMCO., Ltd.

   548,990    57,519    (319  57,200  

Miraeasset 3rd Investment Fund

   4,532    3,832    (182  3,650  

Medici 2nd Investment Fund

   3,000    1,218    —      1,218  

STI New growth engine Investment Fund

   —      (110  —      (110

AJU-SHC WIN-WIN Company Fund 3

   2,278    2,787    —      2,787  

Shinhan K2 Secondary Fund

   3,545    1,935    562    2,497  

Aju 4th Investment Fund

   143    (1,061  —      (1,061

KDB Daewoo Securities Platinum PEF

   —      (111  —      (111

Shinhan-stonebridge Petro PEF

   43,454    40,118    —      40,118  

TS2013-6 M&A Investment Fund

   56    (694  (3,688  (4,382

Inhee Co., Ltd.

   5,041    1,105    —      1,105  

Innopolis-CJ Bio Healthcare Fund

   4,414    4,414    —      4,414  

KDB Daewoo Ruby PEF

   4,422    3,929    —      3,929  

Dream High Fund III

   6    (68  —      (68

Korea investment gong-pyeong office real estate investment trust 2nd

   2,821    2,821    —      2,821  

DAEGY Electrical Construction.,LTD

   286    148    —      148  

Kukdong Engineering & Construction CO., LTD

   57,654    (13,917  347    (13,570

Arkone Asia Access Offshore Feeder Fund Limited

   (1,349  (2,087  —      (2,087

BNP Paribas Cardif General Insurance

   4,021    (8,103  183    (7,920

SHC-EN Fund

   —      (19  —      (19

SP New Technology Business investment Fund I

   —      (6  —      (6

Albatross Growth Fund

   1    1    —      1  
  

 

 

  

 

 

  

 

 

  

 

 

 
1,975,572   160,862   25,180   186,042  
  

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

16.Investments in associates (continued)

 

 (c)Condensed statement of financial position information of associates as of December 31, 2014 and 2015 are as follows:

  2014  2015 

Investees

 Asset  Liability  Asset  Liability 

BNP Paribas Cardif Life Insurance

 W3,890,674    3,510,712    4,128,588    3,745,119  

Aju Capital Co., Ltd.

  6,428,736    5,714,874    6,906,603    6,155,236  

UAMCO., Ltd.

  4,357,490    3,688,589    4,068,354    3,331,647  

Pohang TechnoPark 2PFV

  14,668    1,401    14,664    1,401  

Daewontos Co., Ltd.

  6,139    7,344    1,952    3,420  

Inhee Co., Ltd.

  16,284    12,826    11,237    9,582  

DAEGY Electrical Construction Co., Ltd.

  1,278    1,119    1,051    508  

Kukdong Engineering & Construction Co., LTD.

  368,308    337,159    278,497    233,376  

YEONWOONG SYSTEM

  —      —      1,040    554  

DOODOO LOGITECH

  —      —      1,418    44  

Neoplux Technology Valuation Investment Fund

  —      —      6,000    22  

EQP Global Energy Infrastructure Private Equity Fund

  —      —      2    467  

JAEYOUNG SOLUTEC CO., LTD.

  —      —      161,439    126,297  

Partners 4th Growth Investment Fund

  —      —      7,200    —    

PSA 1st Fintech Private Equity Fund

  —      —      10,000    —    

SHC-IMM New Growth Fund

  14,190    321    5,156    235  

QCP New Technology Fund 20th

  572    —      5    —    

Miraeasset 3rd Investment Fund

  8,215    172    —      —    

STI New Growth Engine Investment Fund

  4,916    —      5,646    120  

Shinhan K2 Secondary Fund

  27,998    7    24,332    366  

TS2013-6 M&A Investment Fund

  6,406    76    8,542    76  

KDB Daewoo Ruby PEF

  40,525    2,004    —      —    

Dream High Fund III

  5,432    —      2,854    —    

PT Clemont Finance Indonesia

  43,972    27,832    —      —    

Haejin Shipping Co., Ltd.

  4,523    211    5,106    (6

SHC-EN Fund

  9,183    2    9,918    2  

SP New Technology Business investment Fund I

  8,600    6    8,505    21  

Albatross Growth Fund

  3,301    —      9,202    15  

Asia Pacific No.39 Ship Investment Co., Ltd.

  —      —      10,225    54  

Midas Dong-A Snowball Venture Fund

  —      —      2,255    —    

IBKS-Shinhan Creative Economy New Technology Fund

  —      —      2,963    —    

SH Rental Service

  —      —      1,280    977  

SM New Technology Business Investment Fund I

  —      —      5,314    2  

Shinhan 2014-1 New Technology Business Investment Fund

  —      —      —      —    

AJU-SHC WIN-WIN COMPANY FUND 4

  —      —      9,102    —    

APC Fund

  139,732    197    134,025    138  

BNH-CJ Bio Healthcare Fund

  20,294    2    34,104    —    

Korea Investment Gong-pyeong Office Real Estate Investment Trust 2nd

  56,022    22    56,022    1  

Arkone Asia Access Offshore Feeder Fund Limited

  67,403    46,195    —      —    

Shinhan Praxis K-Growth Global Private Equity Fund

  —      —      46,000    347  

BNPParibas Cardif General Insurance

  33,341    20,392    31,213    13,817  

SHBNPP Private Korea Equity Long-Short Professional Feeder (*)

  —      —      98,123    3,384  

Shinhan-Stonebridge Petro PEF

  935,256    807    979,838    807  
 

 

 

  

 

 

  

 

 

  

 

 

 
 W16,513,458    13,372,270    17,087,775    13,628,029  
 

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

16.Investments in associates (continued)

(d) Condensed statement of comprehensive income information for years ended December 31, 2014 and 2015 were as follows:

   2014 

Investees

  Operating
revenue
  Net profit
(loss)
  Other
comprehensive
income

(loss)
  Total
comprehensive
income

(loss)
 

BNP Paribas Cardif Life Insurance

  W483,911    5,852    29,293    35,145  

Aju Capital Co., Ltd.

   781,957    26,756    (1,016  25,740  

Pohang TechnoPark 2PFV

   —      (5,839  —      (5,839

Daewontos Co., Ltd.

   10,954    (2  —      (2

Shinhan Corporate Restructuring Fund 5th

   90    82    —      82  

PT Clemont Finance Indonesia

   1,362    87    —      87  

Haejin Shipping Co. Ltd.

   74    (41  —      (41

APC Fund

   13,756    40,426    —      40,426  

SHC-IMM New Growth Fund

   102    (155  —      (155

QCP New Technology Fund 20th

   51    45    —      45  

UAMCO., Ltd.

   548,990    57,519    (319  57,200  

Miraeasset 3rd Investment Fund

   4,532    3,832    (182  3,650  

Medici 2nd Investment Fund

   3,000    1,218    —      1,218  

STI New growth engine Investment Fund

   —      (110  —      (110

AJU-SHC WIN-WIN Company Fund 3

   2,278    2,787    —      2,787  

Shinhan K2 Secondary Fund

   3,545    1,935    562    2,497  

Aju 4th Investment Fund

   143    (1,061  —      (1,061

KDB Daewoo Securities Platinum PEF

   —      (111  —      (111

Shinhan-stonebridge Petro PEF

   43,454    40,118    —      40,118  

TS2013-6 M&A Investment Fund

   56    (694  (3,688  (4,382

Inhee Co., Ltd.

   5,041    1,105    —      1,105  

Innopolis-CJ Bio Healthcare Fund

   4,414    4,414    —      4,414  

KDB Daewoo Ruby PEF

   4,422    3,929    —      3,929  

Dream High Fund III

   6    (68  —      (68

Korea investment gong-pyeong office real estate investment trust 2nd

   2,821    2,821    —      2,821  

DAEGY Electrical Construction., LTD

   286    148    —      148  

Kukdong Engineering & Construction CO., LTD

   57,654    (13,917  347    (13,570

Arkone Asia Access Offshore Feeder Fund Limited

   (1,349  (2,087  —      (2,087

BNPParibas Cardif General Insurance

   4,021    (8,103  183    (7,920

SHC-EN Fund

   —      (19  —      (19

SP New Technology Business investment Fund I

   —      (6  —      (6

Albatross Growth Fund

   1    1    —      1  
  

 

 

  

 

 

  

 

 

  

 

 

 
  W1,975,572    160,862    25,180    186,042  
  

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

16.Investments in associates (continued)

   2015 

Investees

  Operating
revenue
   Net profit
(loss)
  Other
comprehensive
income (loss)
  Total
comprehensive
income (loss)
 

BNP Paribas Cardif Life Insurance

  W481,472     (21,533  25,039    3,506  

Aju Capital Co., Ltd.

   844,216     48,870    (3,191  45,679  

UAMCO., Ltd.

   452,759     66,455    (276  66,179  

Pohang TechnoPark 2PFV

   —       (4  —      (4

Daewontos Co., Ltd.

   3,357     (263  —      (263

Inhee Co., Ltd.

   3,921     (1,803  —      (1,803

DAEGY Electrical Construction Co., Ltd.

   65     385    —      385  

Kukdong Engineering & Construction Co., LTD.

   269,079     (10,881  (3,072  (13,953

YEONWOONG SYSTEM

   59     12    —      12  

DOODOO LOGITECH

   65     (42  —      (42

Neoplux Technology Valuation Investment Fund

   —       (22  —      (22

EQP Global Energy Infrastructure Private Equity Fund

   —       (767  —      (767

JAEYOUNG SOLUTEC CO., LTD.

   —       —      —      —    

Partners 4th Growth Investment Fund

   —       —      —      —    

PSA 1st Fintech Private Equity Fund

   —       —      —      —    

SHC-IMM New Growth Fund

   2,899     2,655    —      2,655  

QCP New Technology Fund 20th

   —       (312  —      (312

Miraeasset 3rd Investment Fund

   5,753     2,376    (1,417  959  

STI New Growth Engine Investment Fund

   —       (58  667    609  

Shinhan K2 Secondary Fund

   11,376     10,658    3,510    14,168  

TS2013-6 M&A Investment Fund

   89     (234  3,688    3,454  

KDB Daewoo Ruby PEF

   3,259     2,395    —      2,395  

Dream High Fund III

   1,945     1,825    (218  1,607  

Haejin Shipping Co., Ltd.

   13     445    —      445  

SHC-EN Fund

   858     735    —      735  

SP New Technology Business investment Fund I

   —       (110  —      (110

Albatross Growth Fund

   25     (38  5,925    5,887  

Asia Pacific No.39 Ship Investment Co., Ltd.

   1,264     663    —      663  

Midas Dong-A Snowball Venture Fund

   66     5    —      5  

IBKS-Shinhan Creative Economy New Technology Fund

   2     (37  —      (37

SH Rental Service

   297     21    —      21  

SM New Technology Business Investment Fund I

   19     (85  —      (85

Shinhan 2014-1 New Technology Business Investment Fund

   —       (91  (2,039  (2,130

AJU-SHC WIN-WIN COMPANY FUND 4

   4     1    —      1  

APC Fund

   —       (24,604  12,968    (11,636

BNH-CJ Bio Healthcare Fund

   18,531     18,313    —      18,313  

Korea Investment Gong-pyeong Office Real Estate Investment Trust 2nd

   3,885     3,800    —      3,800  

Shinhan Praxis K-Growth Global Private Equity Fund

   —       (880  —      (880

BNPParibas Cardif General Insurance

   10,148     (10,481  —      (10,481

SHBNPP Private Korea Equity Long-Short Professional Feeder

   24,657     2,967    —      2,967  

Shinhan-Stonebridge Petro PEF

   48,138     44,797    —      44,797  
  

 

 

   

 

 

  

 

 

  

 

 

 
  W2,188,221     135,133    41,584    176,717  
  

 

 

   

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

16.Investments in associates (continued)

(e)Reconciliation of the associates’ financial information to the carrying value of the Group’s investments in the associates as of December 31, 20132014 and 20142015 are as follow:

 

   2013 

Investees

  Net assets
(a)
  Owner-
ship (%)

(b)
   Interests
in the net
assets
(a)*(b)
  Intra-group
transactions
  Other  Carrying
value
 

Cardif Life Insurance(*1)

  282,400    14.99     42,332    (171  9,089    51,250  

Aju Capital Co., Ltd. (*2)

   651,747    12.85     83,751    —      (55,528  28,223  

Pohang TechnoPark 2PFV

   19,107    14.90     2,847    —      —      2,847  

Daewontos Co., Ltd. (*3)

   (1,204  36.33     (437  —      437    —    

Shinhan Corporate Restructuring
Fund 5th (*4)

   11    52.58     6    —      (6  —    

PT Clemont Finance Indonesia

   18,599    30.00     5,580    —      —      5,580  

Haejin Shipping Co., Ltd.

   4,226    24.00     1,015    —      —      1,015  

APC Fund

   90,214    25.20     22,734    —      —      22,734  

SHC-IMM New Growth Fund

   14,180    64.52     9,149    —      —      9,149  

QCP New Technology Fund 20th

   527    47.17     249    —      —      249  

UAMCO., Ltd.

   795,823    17.50     139,271    —      —      139,271  

Miraeasset 3rd Investment Fund

   11,473    50.00     5,736    —      —      5,736  

Medici 2nd Investment Fund

   5,803    54.67     3,172    —      —      3,172  

STI New Growth Engine Investment Fund

   5,019    50.00     2,509    —      —      2,509  

AJU-SHC WIN-WIN Company Fund 3

   7,492    70.16     5,256    —      —      5,256  

Shinhan K2 Secondary Fund

   31,261    10.75     3,362    —      —      3,362  

Aju 4th Investment Fund

   5,264    30.00     1,580    —      —      1,580  

KDB Daewoo Securities Platinum PEF

   32,817    20.00     6,563    —      —      6,563  

Shinhan-stonebridge Petro PEF

   895,484    1.82     16,318    —      —      16,318  

FAMILY FOOD CO., LTD. (*5)

   22,779    24.63     5,610    —      (939  4,671  

TS2013-6 M&A Investment Fund

   15,646    25.00     3,911    —      —      3,911  

Inhee Co., Ltd.

   2,354    15.36     361    —      —      361  

Truston Falcon Asia US Feeder Fund

   34,329    31.58     10,841    —      —      10,841  

Innopolis-CJ Bio Healthcare Fund

   15,877    25.00     3,969    —      —      3,969  
  

 

 

    

 

 

  

 

 

  

 

 

  

 

 

 
2,961,228   375,685   (171 (46,947 328,567  
  

 

 

    

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Other adjustments represent the increase in net assets due to paid-in capital increases that occurred between the end of reporting period of the associate and the Group.
(*2)Net assets do not include non-controlling interests. Other adjustments represent the cumulative impairment loss and unequal dividends from investee.
(*3)Other adjustments represent the unrecognized equity method losses because the Group has stopped recognizing its equity method losses due to the investees’ cumulative loss. The unrecognized equity method loss for the year ended December 31, 2013 and the cumulative unrecognized equity method loss as of December 31, 2013 are ₩437 million.
(*4)Other adjustments represent the cumulative impairment loss.
(*5)Other adjustments represent the difference between the cost of the investment and the Group’s share of the net fair value of the investee’s identifiable assets and liabilities on acquisition of the investment.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

16.Investments in associates (continued)

  2014  2014 

Investees

  Net assets
(a)
 Owner-
ship (%)
(b)
   Interests
in the net
assets
(a)*(b)
 Intra-
group
transactions
 Other Carrying
value
  Net assets
(a)
 Owner-
ship (%)
(b)
 Interests
in the
net
assets

(a)*(b)
 Intra-group
transactions
 Other Carrying
value
 

Cardif Life Insurance

  379,962   14.99     56,991   (215  —     56,776   W379,962   14.99   56,991   (215  —     56,776  

Aju Capital Co., Ltd. (*1)

   668,171   12.85     85,860    —     (55,434 30,426   668,171   12.85   85,860    —     (55,434 30,426  

Pohang TechnoPark 2PFV

   13,268   14.90     1,977    —      —     1,977   13,268   14.90   1,977    —      —     1,977  

Daewontos Co., Ltd. (*3)

   (1,205 36.33     (438  —     438    —     (1,205 36.33   (438  —     438    —    

Haejin Shipping Co. Ltd.

   4,312   24.00     1,035    —      —     1,035   4,312   24.00   1,035    —      —     1,035  

APC Fund

   139,535   25.18     35,139    —      —     35,139   139,535   25.18   35,139    —      —     35,139  

SHC-IMM New Growth Fund

   13,869   64.52     8,948    —      —     8,948   13,869   64.52   8,948    —      —     8,948  

QCP New Technology Fund 20th

   572   47.17     270    —      —     270   572   47.17   270    —      —     270  

UAMCO., Ltd. (*2)

   652,801   17.50     114,238    —      —     114,238   652,801   17.50   114,238    —      —     114,238  

Miraeasset 3rd Investment Fund

   8,043   50.00     4,021    —      —     4,021   8,043   50.00   4,021    —      —     4,021  

STI New growth engine Investment Fund

   4,916   50.00     2,458    —      —     2,458   4,916   50.00   2,458    —      —     2,458  

Shinhan K2 Secondary Fund

   27,991   10.75     3,006    —      —     3,006   27,991   10.75   3,006    —      —     3,006  

Shinhan-stonebridge Petro PEF

   934,449   1.82     17,029    —      —     17,029   934,449   1.82   17,029    —      —     17,029  

TS2013-6 M&A Investment Fund

   6,330   25.00     1,581    —      —     1,581   6,330   25.00   1,581    —      —     1,581  

Inhee Co., Ltd.

   3,458   15.36     531    —      —     531   3,458   15.36   531    —      —     531  

Innopolis-CJ Bio Healthcare Fund

   20,292   25.00     5,072    —      —     5,072   20,292   25.00   5,072    —      —     5,072  

KDB Daewoo Ruby PEF

   38,521   20.00     7,704    —      —     7,704   38,521   20.00   7,704    —      —     7,704  

Dream High Fund III

   5,432   54.55     2,963    —      —     2,963   5,432   54.55   2,963    —      —     2,963  

Korea investment gong-pyeong office real estate investment trust 2nd

   56,000   50.00     28,000    —      —     28,000   56,000   50.00   28,000    —      —     28,000  

DAEGY Electrical Construction.,LTD

   159   27.48     44    —      —     44  

DAEGY Electrical Construction., LTD

 159   27.48   44    —      —     44  

Kukdong Engineering & Construction CO., LTD (*4)

   33,318   14.30     4,763    —     2,395   7,158   33,318   14.30   4,763    —     2,395   7,158  

Arkone Asia Access Offshore Feeder Fund Limited

   21,208   23.64     5,014    —      —     5,014   21,208   23.64   5,014    —      —     5,014  

BNP Paribas Cardif General Insurance

   12,949   10.00     1,295    —      —     1,295  

BNPParibas Cardif General Insurance

 12,949   10.00   1,295    —      —     1,295  

SHC-EN Fund

   9,181   43.48     3,992    —      —     3,992   9,181   43.48   3,992    —      —     3,992  

SP New Technology Business investment Fund I

   8,594   23.25     1,999    —      —     1,999   8,594   23.25   1,999    —      —     1,999  

Albatross Growth Fund

   3,301   36.36     1,200    —      —     1,200   3,301   36.36   1,200    —      —     1,200  
  

 

    

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
3,065,427   394,692   (215 (52,601 341,876   W3,065,427    394,692   (215 (52,601 341,876  
  

 

    

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(*1)Net assets do not include non-controlling interests and other adjustments represent the cumulative impairment loss and unequal dividends from investee.
(*2)Net assets do not include non-controlling interests.
(*3)Other adjustments represent the unrecognized equity method losses because the Group has stopped recognizing its equity method losses due to the investees’ cumulative loss. The unrecognized equity method loss for year ended December 31, 2014 and the cumulative unrecognized equity method loss as of December 31, 2014 are ₩1W1 million and ₩438W438 million, respectively.
(*4)Other adjustments represent the difference between the cost of the investment and the Group’s interests in the net carrying value of the investee’s assets and liabilities at the investment date.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014(In millions of won)

16.Investments in associates (continued)

  2015 

Investees

 Net assets
(a)
  Ownership
(%)

(b)
  Interests
in the
net
assets

(a)*(b)
  Intra-group
transactions
  Other  Carrying
Value
 

BNP Paribas Cardif Life Insurance

 W383,468    14.99    57,520    (240  —      57,280  

Aju Capital Co., Ltd. (*1)

  700,147    12.85    89,969    —      (55,525  34,444  

UAMCO., Ltd. (*2)

  718,983    17.50    125,822    —      —      125,822  

Pohang TechnoPark 2PFV

  13,264    14.90    1,976    —      —      1,976  

Daewontos Co., Ltd. (*3)

  (1,469  36.33    (534  —      534    —    

Inhee Co., Ltd.

  1,655    15.36    254    —      —      254  

DAEGY Electrical Construction Co., Ltd.

  544    27.45    149    —      —      149  

Kukdong Engineering & Construction Co., LTD. (*4)

  46,376    14.30    6,630    —      (6,630  —    

YEONWOONG SYSTEM

  486    21.77    106    —      —      106  

DOODOO LOGITECH

  1,374    27.96    384    —      —      384  

Neoplux Technology Valuation Investment Fund

  5,978    33.33    1,993    —      —      1,993  

EQP Global Energy Infrastructure Private Equity Fund (*5)

  (464  22.64    (105  —      105    —    

JAEYOUNG SOLUTEC CO., LTD. (*6)

  34,193    11.90    4,069    —      2,169    6,238  

Partners 4th Growth Investment Fund

  7,200    25.00    1,800    —      —      1,800  

PSA 1st Fintech Private Equity Fund

  10,000    20.00    2,000    —      —      2,000  

SHC-IMM New Growth Fund

  4,921    64.52    3,175    —      —      3,175  

QCP New Technology Fund 20th

  5    47.17    2    —      —      2  

STI New Growth Engine Investment Fund

  5,526    50.00    2,763    —      —      2,763  

Shinhan K2 Secondary Fund

  23,966    10.75    2,576    —      —      2,576  

TS2013-6 M&A Investment Fund

  8,466    25.00    2,116    —      —      2,116  

Dream High Fund III

  2,854    54.55    1,556    —      —      1,556  

Haejin Shipping Co., Ltd.

  5,112    24.00    1,228    —      —      1,228  

SHC-EN Fund

  9,916    43.48    4,312    —      —      4,312  

SP New Technology Business investment Fund I

  8,484    23.26    1,974    —      —      1,974  

Albatross Growth Fund

  9,187    36.36    3,341    —      —      3,341  

Asia Pacific No.39 Ship Investment Co., Ltd.

  10,171    50.00    5,085    —      —      5,085  

Midas Dong-A Snowball Venture Fund

  2,255    53.33    1,202    —      —      1,202  

IBKS-Shinhan Creative Economy

New Technology Fund

  2,963    5.00    148    —      —      148  

SH Rental Service

  303    20.00    61    —      —      61  

SM New Technology Business Investment Fund I

  5,312    36.36    1,931    —      —      1,931  

AJU-SHC WIN-WIN COMPANY

FUND 4

  9,100    21.98    2,000    —      —      2,000  

APC Fund

  133,887    25.18    33,715    —      —      33,715  

BNH-CJ Bio Healthcare Fund

  34,104    26.67    9,095    —      —      9,095  

Korea Investment Gong-pyeong Office Real Estate Investment Trust 2nd

  56,021    50.00    28,010    —      —      28,010  

Shinhan Praxis K-Growth Global Private Equity Fund

  45,653    18.87    8,614    —      —      8,614  

BNPParibas Cardif General Insurance

  17,396    10.00    1,739    —      —      1,739  

SHBNPP Private Korea Equity Long- Short Professional Feeder

  94,739    29.24    28,076    —      —      28,076  

Shinhan-Stonebridge Petro PEF

  979,031    1.82    17,841    —      —      17,841  
 

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
 W3,391,107     452,593    (240  (59,347  393,006  
 

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Net assets do not include non-controlling interests and other adjustments represent the cumulative impairment loss and unequal dividends from investee.
(*2)Net assets do not include non-controlling interests.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

16.Investments in associates (continued)

(*3)Other adjustments represent the unrecognized equity method losses because the Group has stopped recognizing its equity method losses due to the investees’ cumulative loss. The unrecognized equity method losses for the year ended December 31, 2015 and the cumulative unrecognized equity method losses as of December 31, 2015 areW96 million andW534 million, respectively.
(*4)Other adjustments represent an impairment loss,W9,024 million and the difference between the cost of the investment and the Group’s interests in the net carrying value of the investee’s assets and liabilities at the investment date,W2,394 million.
(*5)Other adjustments represent the unrecognized equity method losses because the Group has stopped recognizing its equity method losses due to the investees’ cumulative loss. The unrecognized equity method losses for the year ended December 31, 2015 and the cumulative unrecognized equity method losses as of December 31, 2015 areW105 million andW105 million, respectively.
(*6)Other adjustments represent the difference between the cost of the investment and the Group’s interests in the net carrying value of the investee’s assets and liabilities at the investment date.

 

17.Investment properties, net

 

 (a)Investment properties as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Acquisition cost

  737,426     317,775    W317,775     266,893  

Accumulated depreciation

   (47,169   (50,246   (50,246   (58,176
  

 

   

 

   

 

   

 

 

Book value

690,257   267,529    W267,529     208,717  
  

 

   

 

   

 

   

 

 

 

 (b)Changes in investment properties for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Beginning balance

  778,505     690,257    W690,257     267,529  

Acquisitions

   234,432     1,037     1,037     10,336  

Disposals

   (32,915   (438,566   (438,566   (53,347

Depreciation

   (17,238   (13,795   (13,795   (13,117

Amounts transferred from (to) property and equipment

   (43,768   26,751     26,751     (3,122

Amounts transferred from (to) assets held for sale (*)

   (228,762   1,841     1,841     —    

Foreign currency adjustment

   3     4     4     438  
  

 

   

 

   

 

   

 

 

Ending balance

690,257   267,529    W267,529     208,717  
  

 

   

 

   

 

   

 

 

 

 (*)Comprise land and buildings, etc.

 

 (c)Income and expenses on investment property for the years ended December 31, 2012, 2013, 2014 and 20142015 were as follows:

 

  2012   2013   2014   2013   2014   2015 

Rental income

  44,885     53,024     60,684    W53,024     60,684     30,876  

Direct operating expenses for investment properties that generated rental income

   14,045     19,284     14,902     19,284     14,902     9,434  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

17.Investment properties, net (continued)

 

 (d)The fair value of investment property as of December 31, 20132014 and 20142015 is as follows:

 

   2013   2014 

Land and buildings

  709,511     1,016,009  
   2014   2015 

Land and buildings (*)

  W1,016,009     1,016,736  

 

 (*)Valuation wasFair value of investment properties is estimated based on the recent arm’s length market transactions between knowledgeable and willing parties.certain significant unobservable inputs. Accordingly, fair value of investment properties is classified as level 3.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

18.Other assets, net

Other assets as of December 31, 20132014 and 20142015 are as follows:

 

  2013
(Restated
see note 48)
   2014   2014   2015 

Accounts receivable

  3,532,502     5,468,811    W5,468,811     7,034,582  

Domestic exchange settlement debit

   2,424,781     2,127,545     2,127,545     2,391,014  

Guarantee deposits

   1,353,898     1,307,700     1,307,700     1,214,199  

Present value discount

   (75,218   (62,993   (62,993   (47,326

Accrued income

   1,329,910     1,291,305     1,291,305     1,250,507  

Prepaid expense

   133,086     127,913     127,913     132,153  

Suspense payments

   74,565     74,304     74,304     54,865  

Sundry assets

   157,572     153,040     153,040     55,369  

Separate account assets

   2,108,617     2,356,530     2,356,530     2,473,528  

Advance payments

   180,561     288,107     288,107     325,933  

Unamortized deferred acquisition cost

   1,152,549     1,060,325     1,060,325     1,042,788  

Other

   165,140     104,717     104,717     85,321  

Allowances for impairment

   (86,956   (94,677   (94,677   (67,006
  

 

   

 

   

 

   

 

 
12,451,007   14,202,627    W14,202,627     15,945,927  
  

 

   

 

   

 

   

 

 

 

19.Leases

 

 (a)Finance lease receivables of the Group as lessor as of December 31, 20132014 and 20142015 are as follows:

 

   2013 
   Gross investment   Unearned finance
income
   Present value of
minimum lease
payment
   Unguaranteed
residual value
 

Not later than 1 year

  689,515     99,379     590,136     —    

1 ~ 5 years

   1,206,565     110,560     1,096,005     —    

Later than 5 years

   35,823     1,061     34,762     —    
  

 

 

   

 

 

   

 

 

   

 

 

 
1,931,903   211,000   1,720,903   —    
  

 

 

   

 

 

   

 

 

   

 

 

 

  2014   2014 
  Gross investment   Unearned finance
income
   Present value of
minimum lease
payment
   Unguaranteed
residual value
   Gross investment   Unearned finance
income
   Present value of
minimum lease
payment
   Unguaranteed
residual value
 

Not later than 1 year

  736,050     114,368     621,682     —      W736,050     114,368     621,682     —    

1 ~ 5 years

   1,270,400     71,644     1,198,756     —       1,270,400     71,644     1,198,756     —    

Later than 5 years

   24,449     552     23,897     —       24,449     552     23,897     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
2,030,899   186,564   1,844,335   —      W2,030,899     186,564     1,844,335     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

19.Leases (continued)

   2015 
   Gross investment   Unearned finance
income
   Present value of
minimum lease
payment
   Unguaranteed
residual value
 

Not later than 1 year

  W774,939     127,756     647,183     —    

1 ~ 5 years

   1,294,374     79,795     1,214,579     —    

Later than 5 years

   13,728     28     13,700     —    
  

 

 

   

 

 

   

 

 

   

 

 

 
  W2,083,041     207,579     1,875,462     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 (b)The scheduled maturities of minimum lease payments of the Group as lessor as of December 31, 20132014 and 20142015 are as follows:

i) Finance leases

   2013 
   Minimum lease payment   Unearned finance
income
   Present value of
minimum lease payment
 

Not later than 1 year

  689,515     99,379     590,136  

1 ~ 5 years

   1,206,565     110,560     1,096,005  

Later than 5 years

   35,823     1,061     34,762  
  

 

 

   

 

 

   

 

 

 
1,931,903   211,000   1,720,903  
  

 

 

   

 

 

   

 

 

 

   2014 
   Minimum lease payment   Unearned finance
income
   Present value of
minimum lease payment
 

Not later than 1 year

  736,050     114,368     621,682  

1 ~ 5 years

   1,270,400     71,644     1,198,756  

Later than 5 years

   24,449     552     23,897  
  

 

 

   

 

 

   

 

 

 
2,030,899   186,564   1,844,335  
  

 

 

   

 

 

   

 

 

 

ii) Operating leases

 

  Minimum lease payment   Minimum lease payment 
  2013   2014   2014   2015 

Not later than 1 year

  9,950     8,496    W8,496     13,066  

1 ~ 5 years

   10,120     17,239     17,239     12,201  
  

 

   

 

   

 

   

 

 
20,070   25,735    W25,735     25,267  
  

 

   

 

   

 

   

 

 

 

 (c)Future minimum lease payments under non-cancellable operating lease of the Group as lessee as of December 31, 20132014 and 20142015 are as follows:

 

   Minimum lease payment 
   2013   2014 

Not later than 1 year

  94,296     128,296  

1 ~ 5 years

   115,946     174,293  

Later than 5 years

   12,238     5,310  
  

 

 

   

 

 

 
222,480   307,899  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

   Minimum lease payment 
   2014   2015 

Not later than 1 year

  W128,296     199,139  

1 ~ 5 years

   174,293     232,718  

Later than 5 years

   5,310     3,873  
  

 

 

   

 

 

 
  W307,899     435,730  
  

 

 

   

 

 

 

 

20.Pledged assets

 

 (a)Assets pledged as collateral as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Loans

  237,277     132,373    W132,373     364,971  

Securities

        

Trading assets

   6,701,687     10,320,812     10,320,812     6,969,235  

Financial assets designated at fair value through profit or loss

   636,399     211,411  

Available-for-sale financial assets

   2,421,472     2,006,430     2,006,430     1,615,430  

Held-to-maturity financial assets

   4,922,650     5,219,661     5,219,661     6,061,673  

Financial assets designated at fair value through profit or loss

   485,202     636,399  
  

 

   

 

   

 

   

 

 
 14,531,011   18,183,302     18,183,302     14,857,749  
  

 

   

 

   

 

   

 

 

Deposits

 124,716   456,432     456,432     779,549  

Real estate

 445,206   11,691     11,691     10,330  

Other assets

 93,480   137,707     137,707     116,359  
  

 

   

 

   

 

   

 

 
15,431,690   18,921,505    W18,921,505     16,128,958  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

20.Pledged assets (continued)

 

 (*)The carrying amounts of asset pledged that the pledgees have the right to sell or repledge regardless of the Group’s default as of December 31, 20132014 and 20142015 are ₩6,949,973W8,323,372 million and ₩8,323,372W7,545,051 million, respectively.

 

 (b)The fair value of collateral held that the Group has the right to sell or repledge regardless of pledger’s default as of December 31, 20132014 and 20142015 are as follows:

2013
Collateral heldCollateral sold or
repledged

Securities

3,233,542—  

 

   2014 
   Collateral held   Collateral sold
or
repledged
 

Securities

  W2,432,10910,203,339—  

Others

58,600—  

2015
Collateral heldCollateral sold
or repledged

Securities

W12,104,793—  

Others

270,100     —    

 

21.Deposits

Deposits as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Demand deposits

  59,143,510     68,949,585    W68,949,585     83,639,042  

Time deposits

   112,583,986     116,521,457     116,521,457     122,918,419  

Negotiable certificates of deposits

   1,827,088     2,179,573     2,179,573     4,579,112  

Note discount deposits

   3,132,185     3,241,082     3,241,082     3,018,551  

CMA (*)

   1,291,588     1,682,610     1,682,610     2,280,816  

Others

   831,524     1,135,431     1,135,431     1,240,488  
  

 

   

 

   

 

   

 

 
178,809,881   193,709,738    W193,709,738     217,676,428  
  

 

   

 

   

 

   

 

 

 

 (*)CMA: Cash management account deposits

22.Trading liabilities

Trading liabilities as of December 31, 2014 and 2015 are as follows:

   2014   2015 

Securities sold:

    

Equity

  W592,667     631,514  

Debt

   1,453,931     977,545  

Others

   213,200     72,726  
  

 

 

   

 

 

 
   2,259,798     1,681,785  

Gold deposits

   428,936     453,605  
  

 

 

   

 

 

 
  W2,688,734     2,135,390  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

22.Trading liabilities

Trading liabilities as of December 31, 2013 and 2014 are as follows:

   2013   2014 

Securities sold:

    

Equity

  285,616     592,667  

Debt

   565,422     1,453,931  

Others

   8,649     213,200  
  

 

 

   

 

 

 
 859,687   2,259,798  

Gold deposits

 398,596   428,936  
  

 

 

   

 

 

 
1,258,283   2,688,734  
  

 

 

   

 

 

 

 

23.Financial liabilities designated at fair value through profit or loss

Financial liabilities designated at fair value through profit or loss as of December 31, 20132014 and 20142015 are as follows:

 

��  2013   2014   

Reason for designation

  2014   2015   

Reason for designation

Deposits

  —       6,139    Combined instrument  W6,139     13,509    Combined instrument

Equity-linked securities sold

   4,545,850     6,671,481    Combined instrument   6,671,481     6,721,344    Combined instrument

Derivatives-combined securities sold

   1,362,608     2,318,144    Combined instrument   2,318,144     2,094,947    Combined instrument

Securities sold

   672     417    

Evaluation and management on

a fair value basis

   417     86,532    Evaluation and management on a fair value basis
  

 

   

 

     

 

   

 

   
5,909,130   8,996,181    W8,996,181     8,916,332    
  

 

   

 

     

 

   

 

   

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

24.Borrowings

 

 (a)Borrowings as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Interest rate
(%)
  Amount   Interest rate
(%)
  Amount 

Borrowings in won

        

Borrowings from Bank of Korea

  0.50~1.00  1,291,005    0.50~1.00  W1,401,054  

Others

  0.00~5.05   6,085,756    0.00~5.05   5,118,274  
    

 

     

 

 
 7,376,761       6,519,328  
    

 

     

 

 

Borrowings in foreign currency

    

Overdraft due to banks

0.00~0.78 225,689    0.55~0.67   337,197  

Borrowings from banks

0.05~1.83 2,640,072    0.28~8.85   2,783,837  

Others

0.55~1.85 1,980,853    0.25~0.79   2,869,681  
    

 

     

 

 
 4,846,614       5,990,715  
    

 

     

 

 

Call money

0.10~5.08 1,403,260    0.10~9.00   2,649,036  

Bills sold

1.50~2.93 28,631    1.40~2.50   31,059  

Bonds sold under repurchase agreements

0.30~3.34 6,395,322    0.50~5.82   7,707,954  

Due to Bank of Korea in foreign currency

0.10 94,315    0.10   77,180  

Bond issuance costs

 (1,995     (1,505
    

 

     

 

 
20,142,908      W22,973,767  
    

 

     

 

 

 

  2014   2015 
  Interest rate
(%)
  Amount   Interest rate
(%)
  Amount 

Borrowings in won

        

Borrowings from Bank of Korea

  0.50~1.00  1,401,054    0.50~0.75  W2,001,467  

Others

  0.00~5.05   5,118,274    0.00~4.35   5,760,512  
    

 

     

 

 
 6,519,328       7,761,979  
    

 

     

 

 

Borrowings in foreign currency

    

Overdraft due to banks

0.55~0.67 337,197    0.00~0.76   180,640  

Borrowings from banks

0.28~8.85 2,783,837    0.10~7.95   4,342,989  

Others

0.25~0.79 2,869,681    0.47~1.18   2,088,665  
    

 

     

 

 
 5,990,715       6,612,294  
    

 

     

 

 

Call money

0.10~9.00 2,649,036    0.32~7.00   643,414  

Bills sold

1.40~2.50 31,059    0.75~2.00   24,803  

Bonds sold under repurchase agreements

0.50~5.82 7,707,954    0.69~3.49   6,621,251  

Due to Bank of Korea in foreign currency

0.10 77,180    0.10   71,809  

Bond issuance costs

 (1,505     (1,685
    

 

     

 

 
22,973,767      W21,733,865  
    

 

     

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

25.Debt securities issued

Debt securities issued as of December 31, 20132014 and 20142015 are as follows:

2013
Interest rate
(%)
Amount

Debt securities issued in won:

Debt securities issued

0.00~8.3626,219,135

Subordinated debt securities issued

3.41~8.005,510,630

Gain on fair value hedges

(24,853

Bond issuance cost

(73,895

31,631,017

Debt securities issued in foreign currencies:

Debt securities issued

0.74~8.135,813,843

Loss on fair value hedges

70,163

Bond issuance cost

(23,584

5,860,422

37,491,439

 

   2014 
   Interest rate
(%)
  Amount 

Debt securities issued in won:

    

Debt securities issued

  0.00~8.91  W27,567,890  

Subordinated debt securities issued

  3.41~5.10   3,321,239  

Loss on fair value hedges

     34,277  

Bond issuance cost

     (56,050
    

 

 

 
 30,867,356  
    

 

 

 

Debt securities issued in foreign currencies:

Debt securities issued

0.32~4.50 6,443,377  

Loss on fair value hedges

 46,850  

Bond issuance cost

 (22,971
    

 

 

 
 6,467,256  
    

 

 

 
W37,334,612

37,334,612
2015
Interest rate
(%)
Amount

Debt securities issued in won:

Debt securities issued

0.00~8.00W31,019,830

Subordinated debt securities issued

2.72~5.103,940,808

Loss on fair value hedges

(52,579

Bond issuance cost

(55,288

34,852,771

Debt securities issued in foreign currencies:

Debt securities issued

0.32~4.386,361,471

Loss on fair value hedges

25,983

Bond issuance cost

(18,941

6,368,513

W41,221,284  
    

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

26.Employee benefits

 

 (a)Defined benefit plan assets and liabilities

Defined benefit plan assets and liabilities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Present value of defined benefit obligations

  1,037,143     1,346,881    W1,346,881     1,567,898  

Fair value of plan assets

   (919,488   (1,037,424   (1,037,424   (1,341,768
  

 

   

 

   

 

   

 

 

Recognized liabilities for defined benefit obligations

117,655   309,457    W309,457     226,130  
  

 

   

 

   

 

   

 

 

 

 (b)Changes in the present value of defined benefit obligation and plan assets for the years ended December 31, 20132014 and 20142015 were as follows:

 

  2013   2014 
  Defined benefit
obligation
   Plan assets   Net defined
benefit liability
   Defined benefit
obligation
   Plan assets   Net defined
benefit liability
 

Beginning balance

  1,016,018     (793,685   222,333    W1,037,143     (919,488   117,655  

Included in profit or loss

            

Current service cost

   142,830     —       142,830     138,370     —       138,370  

Past service cost

   (89,510   —       (89,510   (12,527   —       (12,527

Interest expense (income)

   42,754     (34,922   7,832     48,677     (44,695   3,982  
  

 

   

 

   

 

   

 

   

 

   

 

 
 96,074   (34,922 61,152     174,520     (44,695   129,825  
  

 

   

 

   

 

   

 

   

 

   

 

 

Included in other comprehensive income:

      

Remeasurements loss (gain) :

- Actuarial gains (losses) arising from :

Remeasurement loss (gain):

      

- Actuarial gains (losses) arising from:

      

Demographic assumptions

 (1,109 —     (1,109   (550   —       (550

Financial assumptions

 30,798   —     30,798     186,210     —       186,210  

Experience adjustment

 (64,136 —     (64,136   (3,214   —       (3,214

- Return on plan assets excluding interest income

 —     9,495   9,495     —       20,953     20,953  
  

 

   

 

   

 

   

 

   

 

   

 

 
 (34,447 9,495   (24,952   182,446     20,953     203,399  
  

 

   

 

   

 

   

 

   

 

   

 

 

Other :

Other:

      

Benefits paid by the plan

 (40,451 31,778   (8,673   (52,490   42,644     (9,846

Contributions paid into the plan

 —     (131,789 (131,789   —       (136,838   (136,838

Change in subsidiaries

 42   (365 (323

Succession from associates

   5,199     —       5,199  

Effect of movements in exchange rates

 (93 —     (93   63     —       63  
  

 

   

 

   

 

   

 

   

 

   

 

 
 (40,502 (100,376 (140,878   (47,228   (94,194   (141,422
  

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

1,037,143   (919,488 117,655    W1,346,881     (1,037,424   309,457  
  

 

   

 

   

 

   

 

   

 

   

 

 

Profit or loss arising from defined benefit plans is included in general and administrative expenses.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

26.Employee benefits (continued)

 

  2014   2015 
  Defined benefit
obligation
   Plan assets   Net defined
benefit liability
   Defined benefit
obligation
   Plan assets   Net defined
benefit liability
 

Beginning balance

  1,037,143     (919,488   117,655    W1,346,881     (1,037,424   309,457  

Included in profit or loss

            

Current service cost

   138,370     —       138,370     161,539     —       161,539  

Past service cost

   (12,527   —       (12,527   —       —       —    

Interest expense (income)

   48,677     (44,695   3,982     50,950     (41,121   9,829  
  

 

   

 

   

 

   

 

   

 

   

 

 
 174,520   (44,695 129,825     212,489     (41,121   171,368  
  

 

   

 

   

 

   

 

   

 

   

 

 

Included in other comprehensive income:

      

Remeasurements loss (gain) :

- Actuarial gains (losses) arising from :

Remeasurement loss (gain):

      

- Actuarial gains (losses) arising from:

      

Demographic assumptions

 (550 —     (550   (21,329   —       (21,329

Financial assumptions

 186,210   —     186,210     142,484     35     142,519  

Experience adjustment

 (3,214 —     (3,214   (30,428   —       (30,428

- Return on plan assets excluding interest income

 —     20,953   20,953     —       18,361     18,361  
  

 

   

 

   

 

   

 

   

 

   

 

 
 182,446   20,953   203,399     90,727     18,396     109,123  
  

 

   

 

   

 

   

 

   

 

   

 

 

Other :

      

Benefits paid by the plan

 (52,490 42,644   (9,846   (71,964   53,465     (18,499

Contributions paid into the plan

 —     (136,838 (136,838   —       (335,461   (335,461

Succession from associates

 5,199   —     5,199     5,071     —       5,071  

Change in subsidiaries

   (15,403   377     (15,026

Effect of movements in exchange rates

 63   —     63     97     —       97  
  

 

   

 

   

 

   

 

   

 

   

 

 
 (47,228 (94,194 (141,422   (82,199   (281,619   (363,818
  

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

1,346,881   (1,037,424 309,457    W1,567,898     (1,341,768   226,130  
  

 

   

 

   

 

   

 

   

 

   

 

 

Profit or loss arising from defined benefit plans is included in general and administrative expenses.

 

 (c)The composition of plan assets as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Plan assets comprise:

        

Equity securities

  35,691     52,872    W52,872     92,316  

Debt securities

   741     747     747     15,823  

Due from banks

   868,455     982,841     982,841     1,184,300  

Other

   14,601     964     964     49,329  
  

 

   

 

   

 

   

 

 
919,488   1,037,424    W1,037,424     1,341,768  
  

 

   

 

   

 

   

 

 

(d)Actuarial assumptions as of December 31, 2014 and 2015 are as follows:

   2014  2015  

Description

Discount rate

  3.04%~4.02%  2.77%~3.53%  AA corporate bond yields

Future salary increase rate

  2.54%~4.45% +
Upgrade rate
  2.68%~4.13%

+ Upgrade rate

  Average for 5 years

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

26.Employee benefits (continued)

 

 (d)Actuarial assumptions as of December 31, 2013 and 2014 are as follows:

   2013  2014  

Description

Discount rate

  4.12%~4.98%  3.04%~4.02%  AA corporate bond yields

Future salary increase rate (*)

  2.28%~3.66%+
Upgrade rate
  2.54%~4.45%
+ Upgrade rate
  Average for 5 years

Weighted-average duration

  7.71 year~

16.11 year

  7.68 year~

16.33 year

  

(*)Future salary increase rate of Everdigm Corp., which is Shinhan Private Equity’s consolidated subsidiary, is 7.38% as of December 31, 2014.

(e)Sensitivity analysis

Reasonably possible changes as of December 31, 20142015 to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

 

  Defined benefit obligation   Defined benefit obligation 
  Increase   Decrease   Increase   Decrease 

Discount rate (1%p movement)

  1,182,823     1,543,900    W1,402,761     1,760,221  

Future salary increase rate (1%p movement)

   1,544,331     1,179,600     1,759,114     1,400,558  

 

27.Provisions

 

 (a)Provisions as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Asset retirement obligations

  41,730     44,181    W44,181     48,434  

Expected loss related to litigation

   106,202     33,377     33,377     25,945  

Unused credit commitments

   411,171     402,877     402,877     434,941  

Bonus card points program

   29,104     33,113     33,113     27,649  

Financial guarantee contracts issued

   92,980     107,209     107,209     81,374  

Others

   69,096     73,408     73,408     80,445  
  

 

   

 

   

 

   

 

 
750,283   694,165    W694,165     698,788  
  

 

   

 

   

 

   

 

 

(b)Changes in provisions for the years ended December 31, 2014 and 2015 were as follows:

   2014 
   Asset
retirement
  Litigation  Unused
credit
  Card point
(*2)
  Guarantee  Other  Total 

Beginning balance

  W41,730    106,202    411,171    29,104    92,980    69,096    750,283  

Provision (reversal)

   408    (23,458  (9,592  42,095    10,365    29,439    49,257  

Provision used

   (2,576  (49,807  —      (48,928  —      (25,900  (127,211

Foreign exchange translation

   —      440    1,298    —      11,603    773    14,114  

Others (*1)

   4,619    —      —      10,842    (7,739  —      7,722  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  W44,181    33,377    402,877    33,113    107,209    73,408    694,165  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   2015 
   Asset
retirement
  Litigation  Unused
credit
  Card point
(*2)
  Guarantee  Other  Total 

Beginning balance

  W44,181    33,377    402,877    33,113    107,209    73,408    694,165  

Provision (reversal)

   1,671    (4,474  31,476    43,975    (32,700  24,149    64,097  

Provision used

   (1,215  (3,686  —      (49,439  —      (16,625  (70,965

Foreign exchange translation

   —      728    588    —      2,552    270    4,138  

Others (*1)

   3,797    —      —      —      4,313    (757  7,353  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  W48,434    25,945    434,941    27,649    81,374    80,445    698,788  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Others include the effects of decrease in discount and changes in discount rate.
(*2)Provisions for card point were classified as fees and commission expense.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

27.Provisions (continued)

(b)Changes in provisions for the years ended December 31, 2013 and 2014 were as follows:

   2013 
   Asset
retirement
  Litigation  Unused
credit
  Card point
(*1)
  Guarantee  Other  Total 

Beginning balance

  39,348    135,748    415,420    24,873    77,840    54,656    747,885  

Provision (reversal)

   301    3,456    (5,390  60,847    21,906    61,961    143,081  

Provision used

   (993  (32,844  —      (56,616  —      (44,515  (134,968

Foreign exchange translation

   —      (158  1,141    —      2,240    (41  3,182  

Others

   3,074    —      —      —      (9,006  (2,965  (8,897
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

41,730   106,202   411,171   29,104   92,980   69,096   750,283  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   2014 
   Asset
retirement
  Litigation  Unused
credit
  Card point
(*1)
  Guarantee  Other  Total 

Beginning balance

  41,730    106,202    411,171    29,104    92,980    69,096    750,283  

Provision (reversal)

   408    (23,458  (9,592  42,095    10,365    29,439    49,257  

Provision used

   (2,576  (49,807  —      (48,928  —      (25,900  (127,211

Foreign exchange translation

   —      440    1,298    —      11,603    773    14,114  

Others

   4,619    —      —      10,842    (7,739  —      7,722  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

44,181   33,377   402,877   33,113   107,209   73,408   694,165  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Provisions for card point were classified as fees and commission expense.

 

 (c)Asset retirement obligation liabilities represent the estimated cost to restore the existing leased properties which is discounted to the present value using the appropriate discount rate at the end of the reporting period. Disbursements of such costs are expected to incur at the end of lease contract. Such costs are reasonably estimated using the average lease year and the average restoration expenses. The average lease year is calculated based on the past ten-year historical data of the expired leases. The average restoration expense is calculated based on the actual costs incurred for the past three years using the three-year average inflation rate.

 

 (d)Allowance for guarantees and acceptances as of December 31, 20132014 and 20142015 are as follows:

 

   2013   2014 

Guarantees and acceptances outstanding

  10,564,718     10,796,896  

Contingent guarantees and acceptances

   5,053,750     4,335,333  

ABS and ABCP purchase commitments

   1,599,331     2,143,308  

Endorsed bill

   54,460     51,043  
  

 

 

   

 

 

 
17,272,259   17,326,580  
  

 

 

   

 

 

 

Allowance for loss on guarantees and acceptances

92,980   107,209  

Ratio

%0.54   0.62  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

   2014   2015 

Guarantees and acceptances outstanding

  W10,796,896     10,110,330  

Contingent guarantees and acceptances

   4,335,333     3,036,301  

ABS and ABCP purchase commitments

   2,143,308     2,668,370  

Endorsed bill

   51,043     29,549  
  

 

 

   

 

 

 
  W17,326,580     15,844,550  
  

 

 

   

 

 

 

Allowance for loss on guarantees and acceptances

  W107,209     81,374  

Ratio

  %0.62     0.51  

 

28.Liability under insurance contracts

 

 (a)Insurance liabilities as of December 31, 2013 and 2014 are as follows:risk

Insurance risk, arising out of underwriting of insurance contract and benefit payment, means a risk in which the amount from an unexpected loss is larger than the premium amount. Insurance risk management aims to minimize risk, of benefit to be paid in excess of what was initially assumed at the time of pricing due to occurrence of an unusual occasion or change of economic environment.

   2013
(Restated
see note 48)
   2014 

Policy reserve

  15,662,872     17,763,576  

Policyholder’s equity adjustment

   (1,045   12,704  
  

 

 

   

 

 

 
15,661,827   17,776,280  
  

 

 

   

 

 

 

The insurance products that the Group provides are life insurance products and can be categorized as individual insurance and group insurance with regard to the insured person. In group insurance contacts the insured person is an employee or member of an entity and the policy holder is either the entity or a representative of the entity. The group insurances comprise savings insurances and protection type insurances. The protection type insurance means an insurance in which the aggregate of the insurance proceeds payable upon survival under the base age condition, cases where a male at the full age of 40 purchases an insurance policy, shall not exceed insurance premiums already paid. The savings insurance means an insurance, other than a protection type insurance product, in which the aggregate of insurance proceeds payable upon survival may exceed insurance premiums already paid. Individual insurances comprise death insurances (in which the insurance event is death), pure endowment insurances (in which the insurance event is survival) and endowment insurances (in which the insurance event is both survival and death).

 

 (b)Policy reserve as of December 31, 2013 and 2014 are as follows:Insurance risk management

Insurance risk management comprises acceptance and administration of insurance contracts, calculation and adjustment of premium rate, review and payment of claims, reinsurance and closing accounts. Each insurance component is managed by a department operating for the risk component.

   2013
(Restated
see note 48)
   2014 

Interest rate linked

  10,266,822     11,832,073  

Fixed interest rate

   5,396,050     5,931,503  
  

 

 

   

 

 

 
15,662,872   17,763,576  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

28.Liability under insurance contracts (continued)

 

The Risk Management Team and other related departments conduct preemptive risk management when they develop or revise an insurance product. Insurance risk is continuously improved through regularly reviewing experience rate analysis, insurance risk measurement, underwriting and claims inspection process after product selling.

i)Underwriting

The Group reviews and improves the medical underwriting guideline based on the changes of medical environment. The Group reassesses and reinforces underwriting standards through profit and loss analysis over insurance contracts. Consultants are updated with the latest underwriting standards. The Group distributes underwriting manual for consultants to prevent mis-selling. Risk Management Supporting enhances the accuracy of the risk assessment over a subscribed insurance contract. It provides various risk information that are consistent and underwriting that is reasonable.

ii)Risk management through reinsurance

The Group cedes an insurance contract to reinsurer if risks of the contract need to be transferred or diversified to ensure claims payment ability and to maintain financial sustainability of the Group. To achieve the objectives of reinsurance activity, the Group runs reinsurance business efficiently by profit-loss analysis, cedes insurance contracts to reliable reinsurer and observes relevant regulations through the internal control system.

iii)Developing insurance product

When an insurance product is developed or revised, the Group prices insurance premium based on the analysis of expected and actual insurance risk difference and sensitivity to the risk factors. The Group also reviews the appropriateness of the premium and the profitability of the products through the historical loss experience analysis. The Group reviews compliance of risk management policy and appropriateness of expected profit-loss based on experience rate as a part of post selling risk management for a high risk product. Policy and underwriting standard of the product would be revised in line with the result of the review to improve insurance risk.

iv)Assessment of claims requests and payment

A standard process for accepting requests and claims payment is enacted to regulate the assessment process of claims requests. The Group pays reasonable benefit using insurance risk management system score, assessment process by types of claims and historical insurance loss experience analysis. The Group monitors deficiency of insurance policy through claim assessment process, and based on that, modifies insurance policies and contracts. The claims payment process is continuously improved reflecting the result of insurance event inspection process monitoring, internal audit and customer complaints etc.

 (c)The details of policy reservesInsurance liabilities as of December 31, 20132014 and 20142015 are as follows:

 

   2013 (Restated, see note 48) 
   Individual insurance   Group insurance     
   Pure
endowment
   Death   Endowment   Subtotal   Pure
protection
   Savings   Subtotal   Total 

Premium reserve

  3,302,310     6,484,119     5,023,728     14,810,157     38,091     278     38,369     14,848,526  

Guarantee reserve

   10,141     13,495     187     23,823     —       —       —       23,823  

Unearned premium reserve

   3     621     —       624     556     —       556     1,180  

Reserve for outstanding claims

   55,723     563,061     104,958     723,742     29,046     —       29,046     752,788  

Interest rate difference guarantee reserve

   2,422     194     19     2,635     —       —       —       2,635  

Mortality gains reserve

   7,579     6,246     354     14,179     5     —       5     14,184  

Interest gains reserve

   12,461     296     27     12,784     —       —       —       12,784  

Long term duration dividend reserve

   70     12     2     84     —       —       —       84  

Reserve for policyholder’s profit dividend

   3,877     —       —       3,877     —       —       —       3,877  

Reserve for losses on dividend insurance contract

   2,991     —       —       2,991     —       —       —       2,991  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
3,397,577   7,068,044   5,129,275   15,594,896   67,698   278   67,976   15,662,872  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   2014   2015 

Policy reserve

  W17,763,576     20,041,489  

Policyholder’s equity adjustment

   12,704     16,795  
  

 

 

   

 

 

 
  W17,776,280     20,058,284  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

28.Liability under insurance contracts (continued)

   2014 
   Individual insurance   Group insurance     
   Pure
endowment
   Death   Endowment   Subtotal   Pure
protection
   Savings   Subtotal   Total 

Premium reserve

  3,657,740     7,338,766     5,793,465     16,789,971     36,939     286     37,225     16,827,196  

Guarantee reserve

   10,601     20,965     179     31,745     —       —       —       31,745  

Unearned premium reserve

   3     544     —       547     1,228     —       1,228     1,775  

Reserve for outstanding claims

   62,489     629,976     143,756     836,221     29,929     —       29,929     866,150  

Interest rate difference guarantee reserve

   2,214     176     16     2,406     —       —       —       2,406  

Mortality gains reserve

   7,072     5,639     294     13,005     6     —       6     13,011  

Interest gains reserve

   15,101     276     25     15,402     —       —       —       15,402  

Long term duration dividend reserve

   65     11     2     78     —       —       —       78  

Reserve for policyholder’s profit dividend

   3,666     —       —       3,666     —       —       —       3,666  

Reserve for losses on dividend insurance contract

   2,147     —       —       2,147     —       —       —       2,147  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
3,761,098   7,996,353   5,937,737   17,695,188   68,102   286   68,388   17,763,576  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

28.Liability under insurance contracts (continued)

 

 (d)Reinsurance credit riskPolicy reserve as of December 31, 20132014 and 20142015 are as follows:

 

   2013 
   Reinsurance
assets
   Reinsurance
account receivable
 

AA- to AA+

  129     434  

A- to A+

   647     1,673  
  

 

 

   

 

 

 
776   2,107  
  

 

 

   

 

 

 

   2014 
   Reinsurance
assets
   Reinsurance
account receivable
 

AA- to AA+

  270     661  

A- to A+

   750     1,114  
  

 

 

   

 

 

 
1,020   1,775  
  

 

 

   

 

 

 

(e)Income or expenses on insurance for the years ended December 31, 2012, 2013 and 2014 are as follows:

   2012
(Restated
see note 48)
   2013
(Restated
see note 48)
   2014 

Insurance income

      

Premium income

  4,412,996     4,210,818     4,199,227  

Reinsurance income

   5,348     4,301     3,595  

Separate account income

   15,665     14,894     18,298  
  

 

 

   

 

 

   

 

 

 
 4,434,009   4,230,013   4,221,120  

Insurance expenses

Claims paid

 (1,508,997 (1,679,865 (1,890,213

Reinsurance premium expenses

 (5,011 (4,115 (4,485

Provision for policy reserves

 (2,556,323 (2,246,076 (2,100,459

Separate account expenses

 (15,665 (14,894 (18,298

Discount charge

 (406 (1,640 (394

Acquisition costs

 (686,716 (566,456 (514,997

Collection expenses

 (13,793 (12,538 (13,251

Deferred acquisition costs

 631,056   431,058   370,925  

Amortization of deferred acquisition costs

 (489,529 (518,265 (463,148
  

 

 

   

 

 

   

 

 

 
 (4,645,384 (4,612,791 (4,634,320
  

 

 

   

 

 

   

 

 

 

Net loss on insurance

(211,375 (382,778 (413,200
  

 

 

   

 

 

   

 

 

 
   2014   2015 

Interest rate linked

  W11,832,073     13,541,770  

Fixed interest rate

   5,931,503     6,499,719  
  

 

 

   

 

 

 
  W17,763,576     20,041,489  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

28.Liability under insurance contracts (continued)

(e)The details of policy reserves as of December 31, 2012, 2013 and 2014 and 2015 are as follows:

  2014 
  Individual insurance  Group insurance    
  Pure
endowment
  Death  Endowment  Subtotal  Pure protection  Savings  Subtotal  Total 

Premium reserve

 W3,657,740    7,338,766    5,793,465    16,789,971    36,939    286    37,225    16,827,196  

Guarantee reserve

  10,601    20,965    179    31,745    —      —      —      31,745  

Unearned premium reserve

  3    544    —      547    1,228    —      1,228    1,775  

Reserve for outstanding claims

  62,489    629,976    143,756    836,221    29,929    —      29,929    866,150  

Interest rate difference guarantee reserve

  2,214    176    16    2,406    —      —      —      2,406  

Mortality gains reserve

  7,072    5,639    294    13,005    6    —      6    13,011  

Interest gains reserve

  15,101    276    25    15,402    —      —      —      15,402  

Long term duration dividend reserve

  65    11    2    78    —      —      —      78  

Reserve for policyholder’s profit dividend

  3,666    —      —      3,666    —      —      —      3,666  

Reserve for losses on dividend insurance contract

  2,147    —      —      2,147    —      —      —      2,147  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 W3,761,098    7,996,353    5,937,737    17,695,188    68,102    286    68,388    17,763,576  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

28.Liability under insurance contracts (continued)

   2015 
   Individual insurance   Group insurance     
   Pure
endowment
   Death   Endowment   Subtotal   Pure
protection
   Savings   Subtotal   Total 

Premium reserve

  W4,228,561     8,346,382     6,439,851     19,014,794     37,088     294     37,382     19,052,176  

Guarantee reserve

   11,212     30,927     167     42,306     —       —       —       42,306  

Unearned premium reserve

   3     454     —       457     531     —       531     988  

Reserve for outstanding claims

   65,059     666,320     149,891     881,270     28,644     —       28,644     909,914  

Interest rate difference guarantee reserve

   2,046     168     14     2,228     —       —       —       2,228  

Mortality gains reserve

   6,658     5,372     243     12,273     4     —       4     12,277  

Interest gains reserve

   16,340     271     22     16,633     —       —       —       16,633  

Long term duration dividend reserve

   60     10     2     72     —       —       —       72  

Reserve for policyholder’s profit dividend

   2,898     —       —       2,898     —       —       —       2,898  

Reserve for losses on dividend insurance contract

   1,997     —       —       1,997     —       —       —       1,997  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  W4,334,834     9,049,904     6,590,190     19,974,928     66,267     294     66,561     20,041,489  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

 

28.Liability under insurance contracts (continued)

 

 (f)Reinsurance credit risk as of December 31, 2014 and 2015 are as follows:

   2014 
   Reinsurance
assets
   Reinsurance account
receivable
 

AA- to AA+

  W270     661  

A- to A+

   750     1,114  
  

 

 

   

 

 

 
  W1,020     1,775  
  

 

 

   

 

 

 

   2015 
   Reinsurance
assets
   Reinsurance account
receivable
 

AA- to AA+

  W852     1,630  

A- to A+

   533     749  
  

 

 

   

 

 

 
  W1,385     2,379  
  

 

 

   

 

 

 

(g)Income or expenses on insurance for the years ended December 31, 2013, 2014 and 2015 are as follows:

   2013   2014   2015 

Insurance income

      

Premium income

  W4,210,818     4,199,227     4,421,381  

Reinsurance income

   4,301     3,595     4,239  

Separate account income

   14,894     18,298     22,208  
  

 

 

   

 

 

   

 

 

 
   4,230,013     4,221,120     4,447,828  

Insurance expenses

      

Claims paid

   (1,679,865   (1,890,213   (1,946,669

Reinsurance premium expenses

   (4,115   (4,485   (5,306

Provision for policy reserves

   (2,246,076   (2,100,459   (2,277,549

Separate account expenses

   (14,894   (18,298   (22,207

Discount charge

   (1,640   (394   (458

Acquisition costs

   (566,456   (514,997   (596,124

Collection expenses

   (12,538   (13,251   (14,139

Deferred acquisition costs

   431,058     370,925     418,975  

Amortization of deferred acquisition costs

   (518,265   (463,148   (436,512
  

 

 

   

 

 

   

 

 

 
   (4,612,791   (4,634,320   (4,879,989
  

 

 

   

 

 

   

 

 

 

Net loss on insurance

  W(382,778   (413,200   (432,161
  

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

28.Liability under insurance contracts (continued)

(h)Maturity of premium reserve as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Less than
1 year
   1 ~ 3
years
   3 ~ 7
years
   7 ~ 10
years
   10 ~ 20
years
   More than
20 years
   Total   Less than
1 year
   1 ~ 3
years
   3 ~ 7
years
   7 ~ 10
years
   10 ~ 20
years
   More than
20 years
   Total 

Fixed interest rate

  W21,789     41,189     430,313     493,853     1,149,626     3,225,055     5,361,825  

Interest rate linked

  41,429     37,924     349,342     377,535     1,221,327     2,849,376     4,876,933     83,211     92,768     1,062,364     839,953     978,613     8,408,462     11,465,371  

Fixed interest rate

   127,120     132,806     646,877     983,459     846,873     7,234,458     9,971,593  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

168,549   170,730   996,219   1,360,994   2,068,200   10,083,834   14,848,526    W105,000     133,957     1,492,677     1,333,806     2,128,239     11,633,517     16,827,196  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Less than
1 year
   1 ~ 3
years
   3 ~ 7
years
   7 ~ 10
years
   10 ~ 20
years
   More than
20 years
   Total   Less than
1 year
   1 ~ 3
years
   3 ~ 7
years
   7 ~ 10
years
   10 ~ 20
years
   More than
20 years
   Total 

Fixed interest rate

  W14,258     89,356     458,102     598,282     1,157,664     3,590,347     5,908,009  

Interest rate linked

  21,789     41,189     430,313     493,853     1,149,626     3,225,055     5,361,825     44,685     75,385     1,550,233     572,951     1,123,881     9,777,032     13,144,167  

Fixed interest rate

   83,211     92,768     1,062,364     839,953     978,613     8,408,462     11,465,371  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

105,000   133,957   1,492,677   1,333,806   2,128,239   11,633,517   16,827,196    W58,943     164,741     2,008,335     1,171,233     2,281,545     13,367,379     19,052,176  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (g)(i)Liability adequacy test, LAT

Liability adequacy tests were performed on the premium reserve, unearned premium reserve and guarantee reserve for the contracts held at December 31, 20132014 and 2014.2015. The premium reserve considered the amount net level premium reserve less, where appropriate, deferred acquisition cost in accordance with the article6-3 of Regulation on Supervision of Insurance Business Act.

The assumptions of the current estimation used to assessment and their basis for calculation was as follows:

 

  

Assumptions

     

Assumptions

   
  

2013

  

2014

  

Measurement basis

  

2014

  

2015

  

Measurement basis

Discount rate

  3.74% ~ 10.61%  3.41% ~ 21.03%  Future rate of return on invested asset based on the rate scenario suggested by FSS  3.41% ~ 21.03%  2.55% ~ 6.88%  Future rate of return on invested asset based on the rate scenario suggested by FSS

Mortality rate

  9% ~ 256%  5% ~ 310%  Rate of premium paid on risk premium based on experience-based rate by classes of sales channel, product and transition period of last 5 years  5% ~ 310%  7% ~ 202%  Rate of premium paid on risk premium based on experience-based rate by classes of sales channel, product and transition period of last 5 years

Operating expense rate

  

Acquisition cost

- The first time :

90.0% ~ 534%-

From the second time : 0% ~ 274% Maintenance expense (each case):

1,232won ~ 9,429won Collection expenses (on gross premium):

0won ~ 438won

  

Acquisition cost

- The first time :

90% ~ 818%

- From the second time :

0% ~ 258%

Maintenance expense (each case):

1,325won ~ 6,634won

Collection expenses (on gross premium):

0won ~ 431won

  Operating expense rate on gross premium or expense per contract based on experience-based rate of last 1 year  

Acquisition cost

- The first time :

90% ~ 818%

- From the second time :

0% ~ 258%

Maintenance expense (each case):

1,325won ~ 6,634won

Collection expenses (on gross premium):

0won ~431won

  

Acquisition cost

- The first time :

90% ~ 818%

- From the second time :

0% ~ 258%

Maintenance expense (each case):

1,325won ~ 4,500won

Collection expenses (on gross premium):

137won ~454won

  Operating expense rate on gross premium or expense per contract based on experience-based rate of last 1 year

Surrender ratio

  0% ~ 60.9%  0% ~ 62.7%  Surrender ratio by classes of sales channel, product and transition period of last 5 years  0% ~ 62.7%  1.17% ~ 63.16%  Surrender ratio by classes of sales channel, product and transition period of last 5 years

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)won)

 

28.Liability under insurance contracts (continued)

 

The result of liability adequacy test as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Provisions for test   LAT base   Premium loss
(surplus)
   Provisions for test   LAT base   Premium loss
(surplus)(*)
 

Participating

            

Fixed interest

  586,624     1,080,943     494,319    W592,415     1,150,996     558,581  

Variable interest

   626,862     621,944     (4,918   696,080     726,853     30,773  
  

 

   

 

   

 

   

 

   

 

   

 

 
 1,213,486   1,702,887   489,401     1,288,495     1,877,849     589,354  
  

 

   

 

   

 

   

 

   

 

   

 

 

Non-Participating

      

Fixed interest

 3,920,626   3,546,318   (374,308   4,451,910     3,991,966     (459,944

Variable interest

 10,706,716   8,446,667   (2,260,049   12,369,639     10,620,204     (1,749,435
  

 

   

 

   

 

   

 

   

 

   

 

 
 14,627,342   11,992,985   (2,634,357   16,821,549     14,612,170     (2,209,379
  

 

   

 

   

 

   

 

   

 

   

 

 

Option and guarantee

 23,822   204,963   181,141     31,747     98,400     66,653  
  

 

   

 

   

 

   

 

   

 

   

 

 
15,864,650   13,900,835   (1,963,815  W18,141,791     16,588,419     (1,553,372
  

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Provisions for test   LAT base   Premium loss
(surplus)
   Provisions for test   LAT base   Premium loss
(surplus)
 

Participating

            

Fixed interest

  592,415     1,150,996     558,581    W601,588     1,468,506     866,918  

Variable interest

   696,080     726,853     30,773     745,094     808,354     63,260  
  

 

   

 

   

 

   

 

   

 

   

 

 
 1,288,495   1,877,849   589,354     1,346,682     2,276,860     930,178  
  

 

   

 

   

 

   

 

   

 

   

 

 

Non-Participating

      

Fixed interest

 4,451,910   3,991,966   (459,944   5,017,317     4,389,627     (627,690

Variable interest

 12,369,639   10,620,204   (1,749,435   11,615,842     9,600,136     (2,015,706
  

 

   

 

   

 

   

 

   

 

   

 

 
 16,821,549   14,612,170   (2,209,379   16,633,159     13,989,763     (2,643,396
  

 

   

 

   

 

   

 

   

 

   

 

 

Option and guarantee

 31,747   98,400   66,653     42,306     122,042     79,736  
  

 

   

 

   

 

   

 

   

 

   

 

 
18,141,791   16,588,419   (1,553,372  W18,022,147     16,388,665     (1,633,482
  

 

   

 

   

 

   

 

   

 

   

 

 

(*)To the extent the premiums are deficient to cover expected future losses at the entity level, an additional reserve is recorded for the premium deficiency.

Sensitivity analysis as of December 31, 20132014 and 20142015 are as follows:

 

  LAT fluctuation   LAT fluctuation 
  2013   2014   2014   2015 

Discount rate increased by 0.5%

  (876,040   (1,028,258  W(1,028,258   (901,208

Discount rate decreased by 0.5%

   993,435     1,202,286     1,202,286     1,343,624  

Operating expense increased by 10%

   224,335     241,465     241,465     249,095  

Mortality rate increased by 10%

   513,309     495,624     495,624     541,400  

Mortality rate increased by 5%

   256,274     248,801     248,801     277,282  

Surrender ratio increased by 10%

   165,307     151,132     151,132     125,240  

 

 (*)As a result of sensitivity analysis above, there arewould be no effects on income and capital, because the increase of LAT does not exceed LAT surplus.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

29.Other liabilities

Other liabilities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Accounts payable

  4,854,478     6,762,516    W6,762,516     8,535,444  

Accrued expenses

   3,302,409     3,216,009     3,216,009     2,821,615  

Dividend payable

   27,837     24,524     24,524     19,572  

Advance receipts

   243,412     62,326     62,326     168,550  

Unearned income (*)

   318,572     354,822     354,822     351,313  

Withholding value-added tax and other taxes

   492,469     490,556     490,556     478,483  

Securities deposit received

   654,826     733,023     733,023     721,936  

Foreign exchange remittances pending

   206,405     228,017     228,017     209,086  

Domestic exchange remittances pending

   1,022,871     1,524,019     1,524,019     2,227,750  

Borrowing from trust account

   2,299,929     2,020,712     2,020,712     2,972,023  

Due to agencies

   588,020     648,430     648,430     542,014  

Deposits for subscription

   72,270     88,010     88,010     86,111  

Separate account liabilities

   2,203,997     2,411,454     2,411,454     2,567,196  

Sundry liabilities

   2,538,431     2,398,937     2,398,937     1,480,086  

Other

   219,286     100,978     100,978     150,629  

Present value discount account

   (24,397   (24,468   (24,468   (20,818
  

 

   

 

   

 

   

 

 
19,020,815   21,039,865    W21,039,865     23,310,990  
  

 

   

 

   

 

   

 

 

 

 (*)Changes in deferred (unearned) point income for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Beginning balance

  158,895     140,436    W140,436     168,488  

Deferred income

   208,618     262,383     262,383     284,164  

Recognized income

   (227,077   (234,331   (234,331   (271,056
  

 

   

 

   

 

   

 

 

Ending balance

140,436   168,488    W168,488     181,596  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

30.Equity

 

 (a)Equity as of December 31, 20132014 and 20142015 are as follows:

 

 2013
(Restated see
note 48)
 2014  2014 2015 

Capital stock:

      W    

Common stock

 2,370,998   2,370,998   2,370,998   2,370,998  

Preferred stock

 274,055   274,055   274,055   274,055  
 

 

  

 

  

 

  

 

 
 2,645,053   2,645,053   2,645,053   2,645,053  
 

 

  

 

  

 

  

 

 

Hybrid bond

 537,443   537,443   537,443   736,898  

Capital surplus:

  

Share premium

 9,494,769   9,494,769   9,494,769   9,494,769  

Others

 392,566   392,566   392,566   392,566  
 

 

  

 

  

 

  

 

 
 9,887,335   9,887,335   9,887,335   9,887,335  
 

 

  

 

  

 

  

 

 

Capital adjustments

 (393,128 (393,405 (393,405 (423,536

Accumulated other comprehensive income, net of tax:

  

Valuation gain (loss) on available-for-sale financial assets

 958,115   1,092,622   1,092,622   826,712  

Equity in other comprehensive income of associates

 690   6,945   6,945   18,569  

Foreign currency translation adjustments for foreign operations

 (146,122 (158,107 (158,107 (163,737

Net loss from cash flow hedges

 1,243   (15,134 (15,134 (12,202

Other comprehensive income of separate account

 (117 5,703   5,703   8,795  

Actuarial gains (losses)

 (140,842 (294,135 (294,135 (373,366
 

 

  

 

  

 

  

 

 
 672,967   637,894   637,894   304,771  
 

 

  

 

  

 

  

 

 

Retained earnings (*1)

 14,188,480   15,869,779   15,869,779   17,689,134  

Non-controlling interest (*2)

 2,316,988   1,330,809   1,330,809   969,981  
 

 

  

 

  

 

  

 

 
29,855,138   30,514,908   W30,514,908   31,809,636  
 

 

  

 

  

 

  

 

 

 

 (*1)Restriction on appropriation of retained earnings is as follows:

 

 1)Legal reserve of ₩1,616,961W1,690,125 million and ₩1,690,125W1,756,387 million for the years ended December 31, 20132014 and 2014,2015, respectively.
 2)Regulatory reserve for loan loss of ₩7,621W7,621 million and ₩8,479W8,479 million for the years ended December 31, 20132014 and 2014,2015, respectively.
 3)Retained earnings restricted for dividend at subsidiaries level pursuant to law and regulations amounts to ₩3,916,816W4,628,814 million for the years ended December 31, 2014.2015.

 

 (*2)The hybrid bonds of ₩2,099,350W1,100,250 million and ₩1,100,250W801,298 million issued by Shinhan Bank were attributed to non-controlling interests as of December 31, 20132014 and 2014,2015, respectively. Dividends to those hybrid bonds of ₩133,268W96,293 million and ₩96,293W57,158 million were attributed to non-controlling interests for years ended December 31, 20132014 and 2014,2015, respectively.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

30.Equity (continued)

 

 (b)Capital stock

i) Capital stock of the Group as of December 31, 20132014 and 20142015 are as follows:

 

Number of authorized shares

 1,000,000,000  

Par value per share in won

W5,000  

Number of issued common stocks outstanding

 474,199,587  

Number of issued preferred stocks outstanding

 11,100,000  

The capital stock does not match the total amount of the par value for preferred stock issued ₩55,500W55,500 million as of December 31, 20142015 because redeemable preferred stock (43,711,000 shares) has been repaid by retirement of stock method.

ii) Preferred stocks issued by the Group as of December 31, 20142015 are as follows:

 

  Number of
shares
   Predetermined
dividend rate (%) (*1)
 Redeemable period   Number of
shares
   Predetermined
dividend rate (%) (*1)
 Redeemable period 

Redeemable preferred stock:

          

Series 12 (*2)

   11,100,000     5.58 April 21, 2016 - April 21, 2031     11,100,000     5.58 April 21, 2016—April 21, 2031  

 

 (*1)Based on initial issuance price
 (*2)The Group maintains the right to redeem Series 12 redeemable preferred stock in part or in its entirety during the redeemable period at par value (reflecting contract dividend rate). If the preferred shares are not redeemed by the end of the redeemable period, those rights will lapse.

 

 (c)Hybrid bond

Hybrid bond classified as other equity as of December 31, 20132014 and 20142015 are as follows:

 

Issue date

  Maturity date  2013   2014   Interest rate (%)  Maturity date  Interest rate (%)   2014   2015 

October 24, 2011

  October 24, 2041  238,582     238,582    5.80%  October 24, 2041   5.80    W238,582     238,582  

May 22, 2012

  May 22, 2042   298,861     298,861    5.34%  May 22, 2042   5.34     298,861     298,861  

June 25, 2015

  June 25, 2045   4.38     —       199,455  
    

 

   

 

         

 

   

 

 
537,443   537,443        W537,443     736,898  
    

 

   

 

         

 

   

 

 

The above hybrid bonds can be repaid at par value early after 5 years from date of issuance, and the Group has an unconditional right to extend the maturity under the same condition. In addition, if no dividend is to be paid for common shares, the agreed interest is also not paid.

 

 (d)Capital adjustments

Changes in capital adjustments for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Beginning balance

  (393,097   (393,128  W(393,128   (393,405

Other transactions with owners

   (31   (277   (277   (30,131
  

 

   

 

   

 

   

 

 

Ending balance

(393,128 (393,405  W(393,405   (423,536
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

30.Equity (continued)

 

 (e)Accumulated other comprehensive income

i) Changes in accumulated other comprehensive income for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Items that are or may be reclassified to profit or loss Items that will
never be
reclassified to
profit or loss
 Total   Items that are or may be reclassified to profit or loss Items that will
never be
reclassified to
profit or loss
 Total 
  Unrealized
gain (loss) on
available-for-sale
financial
assets
 Equity in other
comprehensive
income of
associates
 Foreign currency
translation
adjustments
for foreign
operations
 Net loss
from cash
flow
hedges
 Other comprehensive
income of separate
account
 Remeasurements of
the defined benefit
plans
   Unrealized
gain (loss) on
available-for-sale
financial
assets
 Equity in other
comprehensive
income of
associates
 Foreign currency
translation
adjustments
for foreign
operations
 Net loss
from cash
flow
hedges
 Other comprehensive
income of separate
account
 Remeasurements of
the defined benefit
plans
 

Beginning balance

  1,225,809   5,501   (88,298 (4,846 1,713   (159,758 980,121    W958,115   690   (146,123 1,244   (117 (140,842 672,967  

Change due to fair value

   234,026   (4,979  —      —     (2,414  —     226,633     629,374   6,849    —      —     7,678    —     643,901  

Reclassification:

                

Change due to impairment or disposal

   (583,253  —      —      —      —      —     (583,253   (479,184  —      —      —      —      —     (479,184

Effect of hedge accounting

   —      —      —     37,580    —      —     37,580     —      —      —     (96,405  —      —     (96,405

Hedging

   4,170    —     71,031   (29,546  —      —     45,655     2,181    —     15,622   74,798    —      —     92,601  

Effects from exchange rate fluctuations

   (9,374  —     (116,552  —      —      —     (125,926   21,468    —     (30,376  —      —      —     (8,908

Remeasurements of the defined benefit plans

   —      —      —      —      —     24,635   24,635     —      —      —      —      —     (203,300 (203,300

Deferred income taxes

   85,488   168   (12,324 (1,944 584   (6,036 65,936     (37,931 (594 1,886   5,229   (1,858 48,884   15,616  

Non-controlling Interests

   1,249    —     20    —      —     317   1,586     (1,401  —     884    —      —     1,123   606  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

958,115   690   (146,123 1,244   (117 (140,842 672,967    W1,092,622   6,945   (158,107 (15,134 5,703   (294,135 637,894  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

30.Equity (continued)

 

  2014   2015 
  Items that are or may be reclassified to profit or loss Items that will
never be
reclassified to
profit or loss
 Total   Items that are or may be reclassified to profit or loss Items that will
never be
reclassified to
profit or loss
 Total 
  Unrealized
gain (loss) on
available-for-sale
financial
assets
 Equity in other
comprehensive
income of
associates
 Foreign currency
translation
adjustments
for foreign
operations
 Net loss
from cash
flow
hedges
 Other comprehensive
income of separate
account
 Remeasurements of
the defined benefit
plans
   Unrealized
gain (loss) on
available-for-sale
financial
assets
 Equity in other
comprehensive
income of
associates
 Foreign currency
translation
adjustments
for foreign
operations
 Net loss
from cash
flow
hedges
 Other comprehensive
income of separate
account
 Remeasurements of
the defined benefit
plans
 

Beginning balance

  958,115   690   (146,123 1,244   (117 (140,842 672,967    W1,092,622   6,945   (158,107 (15,134 5,703   (294,135 637,894  

Change due to fair value

   629,374   6,849    —      —     7,678    —     643,901     197,959   14,559    —      —     4,079    —     216,597  

Reclassification:

                

Change due to impairment or disposal

   (479,184  —      —      —      —      —     (479,184   (574,018 (423  —      —      —      —     (574,441

Effect of hedge accounting

   —      —      —     (96,405  —      —     (96,405   —      —      —     (126,428  —      —     (126,428

Hedging

   2,181    —     15,622   74,798    —      —     92,601     (864  —     (33,864 130,296    —      —     95,568  

Effects from exchange rate fluctuations

   21,468    —     (30,376  —      —      —     (8,908   30,796    —     27,850    —      —      —     58,614  

Remeasurements of the defined benefit plans

   —      —      —      —      —     (203,300 (203,300   —      —      —      —      —     (107,598 (107,716

Deferred income taxes

   (37,931 (594 1,886   5,229   (1,858 48,884   15,616     80,137   (2,512 (455 (936 (987 25,785   101,182  

Non-controlling interests

   (1,401  —     884     —     1,123   606     80    —     839    —      —     2,582   3,501  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

1,092,622   6,945   (158,107 (15,134 5,703   (294,135 637,894    W826,712   18,569   (163,737 (12,202 8,795   (373,366 304,771  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)won)

 

30.Equity (continued)

 

 (f)Appropriation of retained earnings

Statements of appropriation of retained earnings for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013
(Restated,
see note 48)
   2014   2014   2015 

Unappropriated retained earnings:

        

Balance at beginning of year

  4,972,608     5,232,139    W5,232,139     5,285,274  

Dividend to hybrid bonds

   (29,940   (29,940   (29,940   (34,488

Net income

   731,638     662,623     662,623     893,041  
  

 

   

 

   

 

   

 

 
 5,674,306   5,864,822     5,864,822     6,143,827  

Reversal of regulatory reserve for loan losses

 1,165   —       —       —    
  

 

   

 

   

 

   

 

 
 5,675,471   5,864,822     5,864,822     6,143,827  
  

 

   

 

   

 

   

 

 

Appropriation of retained earnings:

    

Legal reserve

 73,164   66,262     66,262     89,304  

Regulatory reserve for loan losses

 —     858     858     665  

Dividends

    

Dividends on common stocks paid

 308,230   450,490     450,490     569,040  

Dividends on preferred stocks paid

 61,938   61,938     61,938     61,938  
  

 

   

 

   

 

   

 

 
 443,332   579,548     579,548     720,947  
  

 

   

 

   

 

   

 

 

Unappropriated retained earnings to be carried over to subsequent year

5,232,139   5,285,274    W5,285,274     5,422,880  
  

 

   

 

   

 

   

 

 

Date of appropriation:

 March 26, 2014   March 25, 2015     March 25, 2015     March 24, 2016  

 

 (*)These statements of appropriation of retained earnings were based on the separate financial statements of the parent company.

 

(g)Regulatory reserve for loan loss

In accordance with Regulations for the Supervision of Financial Institutions, the Group reserves the difference between allowance for credit losses by IFRS and by Regulations for the Supervision of Financial Institutions at the account of regulatory reserve for loan losses.

i)Changes in regulatory reserve for loan losses including non-controlling interests for the years ended December 31, 2014 and 2015 were as follows:

   2014   2015 

Beginning balance

  W2,236,131     2,235,402  

Planned regulatory reserve for (reversal of) loan losses

   (729   (42,767
  

 

 

   

 

 

 

Ending balance

  W2,235,402     2,192,635  
  

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

30.Equity (continued)

ii)Profit attributable to equity holders of Shinhan Financial Group and earnings per share after factoring in regulatory reserve for loan losses for the years ended December 31, 2014 and 2015 are as follows:

   2014   2015 

Profit attributable to equity holders of Shinhan Financial Group

  W2,081,110     2,367,171  

Provision for regulatory reserve for loan losses

   1,241     46,053  
  

 

 

   

 

 

 

Profit attributable to equity holders of Shinhan Financial Group after adjusted for regulatory reserve

  W2,082,351     2,413,224  
  

 

 

   

 

 

 

Basic and diluted earnings per share after adjusted for regulatory reserve in won

   4,198     4,886  

31.Dividends

 

 (a)Details of dividends recognized as distributions to common stockholders for the years ended December 31, 20132014 and 20142015 are as follows:

 

   2013   2014 

Total number of shares issued and outstanding

  474,199,587     474,199,587  

Par value per share in won

   5,000     5,000  

Dividend per share in won

   650     950  
  

 

 

   

 

 

 

Dividends

308,230   450,490  
  

 

 

   

 

 

 

Dividend rate per share

%13.0   19.0  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)

31.Dividends (continued)
   2014   2015 

Total number of shares issued and outstanding

  W474,199,587     474,199,587  

Par value per share in won

   5,000     5,000  

Dividend per share in won

   950     1,200  
  

 

 

   

 

 

 

Dividends

  W450,490     569,040  
  

 

 

   

 

 

 

Dividend rate per share

   %            19.0     24.0  

 

 (b)Details of dividends recognized as distributions to preferred stockholders for the years ended December 31, 20132014 and 20142015 are as follows:

 

   2013 
   Total shares
outstanding
   Dividend per
share in won
   Total
dividend
   Issue price
per share
in won
   Dividend rate
per issue price
 

Convertible redeemable preferred stock series 12

   11,100,000     5,580    61,938     100,000     5.58
   2014 
   Total shares
outstanding
   Dividend per
share in won
   Total
dividend
   Issue price
per share
in won
   Dividend rate
per issue price
 

Convertible redeemable preferred stock series 12

   11,100,000     5,580    W61,938     100,000     5.58

 

   2014 
   Total shares
outstanding
   Dividend per
share in won
   Total
dividend
   Issue price
per share
in won
   Dividend rate
per issue price
 

Convertible redeemable preferred stock series 12

   11,100,000     5,580    61,938     100,000     5.58
   2015 
   Total shares
outstanding
   Dividend per
share in won
   Total
dividend
   Issue price
per share
in won
   Dividend rate
per issue price
 

Convertible redeemable preferred stock series 12

   11,100,000     5,580    W61,938     100,000     5.58

 

 (c)Dividend for hybrid bond was calculated as follows for years ended December 31, 20132014 and 2014.2015.

 

  2013 2014   2014   2015 

Amount of hybrid bond

  540,000   540,000    W540,000     740,000  

Interest rate

   5.34~5.80 5.34~5.80   %5.34~5.80     4.38~5.80  
  

 

  

 

   

 

   

 

 

Dividend

29,939   29,939    W29,939     34,488  
  

 

  

 

   

 

   

 

 

 

 (d)There is no unrecognized dividend on cumulative preferred stocks as of December 31, 20132014 and 2014.2015.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

 

32.Net interest income

Net interest income for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

   2012
(Restated
see note 48)
   2013
(Restated
see note 48)
   2014 

Interest income:

      

Cash and due from banks

  246,711     200,853     236,919  

Trading assets

   488,954     492,766     583,234  

Financial assets designated at fair value through profit or loss

   25,854     37,989     36,894  

Available-for-sale financial assets

   1,154,229     985,104     825,790  

Held-to-maturity financial assets

   594,684     527,853     521,683  

Loans

   11,309,119     10,168,445     9,713,860  

Others

   178,970     178,312     142,127  
  

 

 

   

 

 

   

 

 

 
 13,998,521   12,591,322   12,060,507  

Interest expense:

Deposits

 (4,636,873 (3,914,160 (3,449,480

Borrowings

 (565,090 (468,395 (443,668

Debt securities issued

 (1,740,174 (1,521,461 (1,301,872

Others

 (76,666 (82,422 (75,687
  

 

 

   

 

 

   

 

 

 
 (7,018,803 (5,986,438 (5,270,707
  

 

 

   

 

 

   

 

 

 

Net interest income

6,979,718   6,604,884   6,789,800  
  

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

   2013   2014   2015 

Interest income:

      

Cash and due from banks

  W200,853     236,919     225,554  

Trading assets

   492,766     583,234     510,764  

Financial assets designated at fair value

through profit or loss

   37,989     36,894     48,264  

Available-for-sale financial assets

   985,104     825,790     665,561  

Held-to-maturity financial assets

   527,853     521,683     539,190  

Loans

   10,168,445     9,713,860     9,024,682  

Others

   178,312     142,127     115,689  
  

 

 

   

 

 

   

 

 

 
   12,591,322     12,060,507     11,129,704  

Interest expense:

      

Deposits

   (3,914,160   (3,449,480   (2,861,027

Borrowings

   (468,395   (443,668   (325,564

Debt securities issued

   (1,521,461   (1,301,872   (1,183,758

Others

   (82,422   (75,687   (66,422
  

 

 

   

 

 

   

 

 

 
   (5,986,438   (5,270,707   (4,436,771
  

 

 

   

 

 

   

 

 

 

Net interest income

  W6,604,884     6,789,800     6,692,933  
  

 

 

   

 

 

   

 

 

 

 

33.Net fees and commission income

Net fees and commission income for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012
(Restated
see note 48)
   2013
(Restated
see note 48)
   2014   2013   2014   2015 

Fees and commission income:

            

Credit placement fees

  57,900     66,891     63,462    W66,891     63,462     74,769  

Commission received as electronic charge receipt

   133,842     132,146     135,472     132,146     135,472     136,991  

Brokerage fees

   353,694     328,781     320,700     328,781     320,700     410,682  

Commission received as agency

   211,001     212,982     190,759     212,982     190,759     167,137  

Investment banking fees

   70,142     44,530     50,158     44,530     50,158     79,840  

Commission received in foreign exchange activities

   148,271     143,177     143,365     143,177     143,365     162,989  

Asset management fees

   46,936     50,592     60,635     50,592     60,635     86,144  

Credit card fees

   2,070,625     2,105,870     2,200,964     2,105,870     2,200,964     2,351,140  

Others

   398,740     404,699     394,985     404,699     394,985     426,837  
  

 

   

 

   

 

   

 

   

 

   

 

 
 3,491,151   3,489,668   3,560,500     3,489,668     3,560,500     3,896,529  

Fees and commission expense:

      

Credit-related fee

 (38,363 (38,486 (32,757   (38,486   (32,757   (43,337

Credit card fees

 (1,678,342 (1,726,023 (1,725,712   (1,726,023   (1,725,712   (1,848,510

Others

 (231,301 (338,804 (332,873   (338,804   (332,873   (383,703
  

 

   

 

   

 

   

 

   

 

   

 

 
 (1,948,006 (2,103,313 (2,091,342   (2,103,313   (2,091,342   (2,275,550
  

 

   

 

   

 

   

 

   

 

   

 

 

Net fees and commission income

1,543,145   1,386,355   1,469,158    W1,386,355     1,469,158     1,620,979  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

 

34.Dividend income

Dividend income for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

   2012   2013
(Restated
see note 48)
   2014 

Trading assets

  3,102     6,243     13,585  

Available-for-sale financial assets

   171,223     149,741     162,213  
  

 

 

   

 

 

   

 

 

 
174,325   155,984   175,798  
  

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

   2013   2014   2015 

Trading assets

  W6,243     13,585     68,607  

Available-for-sale financial assets

   149,741     162,213     239,670  
  

 

 

   

 

 

   

 

 

 
  W155,984     175,798     308,277  
  

 

 

   

 

 

   

 

 

 

 

35.Net trading income (loss)

Net trading income (loss) for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013
(Restated
see note 48)
   2014   2013   2014   2015 

Trading assets

            

Gain (loss) on valuation of debt securities

  5,989     (9,790   58,143    W(9,790   58,143     (6,451

Gain (loss) on sale of debt securities

   40,249     (42,150   44,699     (42,150   44,699     55,810  

Gain on valuation of equity securities

   34,324     33,862     33,007     33,862     33,007     19,355  

Gain on sale of equity securities

   44,959     50,660     46,636     50,660     46,636     125,552  

Loss on valuation of other trading assets

   (6,228   (91,522   (1,623   (91,522   (1,623   (5,238
  

 

   

 

   

 

   

 

   

 

   

 

 
 119,293   (58,940 180,862     (58,940   180,862     189,028  
  

 

   

 

   

 

   

 

   

 

   

 

 

Trading liabilities

      

Gain (loss) on valuation of securities sold

 (5,850 2,695   31,095     2,695     31,095     20,146  

Gain (loss) on disposition of securities sold

 (20,614 11,695   15,280     11,695     15,280     (84,642

Gain on valuation of other trading liabilities

 4,978   157,547   (17,781   157,547     (17,781   24,366  

Gain on disposition of other trading liabilities

 2,944   2,355   1,296     2,355     1,296     1,805  
  

 

   

 

   

 

   

 

   

 

   

 

 
 (18,542 174,292   29,890     174,292     29,890     (38,325
  

 

   

 

   

 

   

 

   

 

   

 

 

Derivatives

      

Gain (loss) on valuation of derivatives

 381,040   (322,890 (254,367   (322,890   (246,519   (803,990

Gain on transaction of derivatives

 126,070   282,450   306,107     282,450     298,259     309,189  
  

 

   

 

   

 

   

 

   

 

   

 

 
 507,110   (40,440 51,740     (40,440   51,740     (494,801
  

 

   

 

   

 

   

 

   

 

   

 

 
607,861   74,912   262,492    W74,912     262,492     (344,098
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

36.Net gain (loss) on financial instruments designated at fair value through profit or loss

Net gain (loss) on financial instruments designated at fair value through profit or loss for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

   2012   2013   2014 

Financial assets designated at fair value through profit or loss:

      

Other securities

      

Gain on valuation

  38,982     30,346     22,147  

Debt securities

      

Gain on valuation

   46,370     7,180     27,458  

Gain on sale and redemption

   15,359     21,858     19,770  
  

 

 

   

 

 

   

 

 

 
 61,729   29,038   47,228  
  

 

 

   

 

 

   

 

 

 

Equity securities

Dividend income

 1,025   688   850  

Gain (loss) on valuation

 6,273   (3,210 5,684  

Gain on sale

 16,443   26,786   2,451  
  

 

 

   

 

 

   

 

 

 
 23,741   24,264   8,985  
  

 

 

   

 

 

   

 

 

 

Financial liabilities designated at fair value through profit or loss:

Other securities

Gain on valuation

 —     —     32  

Loss on disposal and redemption

 —     —     3  
  

 

 

   

 

 

   

 

 

 
 —     —     35  

Borrowings

Gain (loss) on valuation

 (445,455 143,329   (171,537

Loss on disposal and redemption

 (211,067 (348,997 (267,830
  

 

 

   

 

 

   

 

 

 
 (656,522 (205,668 (439,367
  

 

 

   

 

 

   

 

 

 
(532,070 (122,020 (360,972
  

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

   2013   2014   2015 

Financial assets designated at fair value through profit or loss:

      

Other securities

      

Gain on valuation

  W30,346     22,147     14,707  

Debt securities

      

Gain (loss) on valuation

   7,180     27,458     (19,786

Gain on sale and redemption

   21,858     19,770     14,651  
  

 

 

   

 

 

   

 

 

 
   29,038     47,228     (5,135
  

 

 

   

 

 

   

 

 

 

Equity securities

      

Dividend income

   688     850     112  

Gain (loss) on valuation

   (3,210   5,684     (24,509

Gain on sale

   26,786     2,451     46,200  
  

 

 

   

 

 

   

 

 

 
   24,264     8,985     21,803  
  

 

 

   

 

 

   

 

 

 

Financial liabilities designated at fair value through profit or loss:

      

Other securities

      

Gain on valuation

   —       32     95  

Gain (loss) on disposal and redemption

   —       3     (111
  

 

 

   

 

 

   

 

 

 
   —       35     (16

Borrowings

      

Gain (loss) on valuation

   143,329     (171,537   778,451  

Loss on disposal and redemption

   (348,997   (267,830   (350,045
  

 

 

   

 

 

   

 

 

 
   (205,668   (439,367   428,406  
  

 

 

   

 

 

   

 

 

 
  W(122,020   (360,972   459,765  
  

 

 

   

 

 

   

 

 

 

 

37.Net impairment loss on financial assets

Net impairment loss on financial assets for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Impairment losses on:

            

Loans

  1,324,786     1,082,366     894,722    W(1,082,366   (894,722   (1,021,711

Available-for-sale financial assets

   121,004     229,614     243,895     (229,614   (243,895   (254,883

Other financial assets

   —       42,561     49,706     (42,561   (49,706   —    
  

 

   

 

   

 

   

 

   

 

   

 

 
 1,445,790   1,354,541   1,188,323     (1,354,541   (1,188,323   (1,276,594
  

 

   

 

   

 

   

 

   

 

   

 

 

Reversal of impairment losses on:

      

Available-for-sale financial assets

 20,149   14,644   13,944     14,644     13,944     12,541  

Other financial assets

 9,421   —     —    
  

 

   

 

   

 

   

 

   

 

   

 

 
 29,570   14,644   13,944    W(1,339,897   (1,174,379   (1,264,053
  

 

   

 

   

 

   

 

   

 

   

 

 
1,416,220   1,339,897   1,174,379  
  

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

 

38.General and administrative expenses

General and administrative expenses for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

   2012   2013   2014 

Employee benefits:

      

Salaries

  2,228,600     2,330,885     2,475,184  

Severance benefits:

      

Defined contribution

   14,643     15,371     18,608  

Defined benefit

   146,251     61,152     125,552  

Termination benefits

   44,464     90,096     120,308  
  

 

 

   

 

 

   

 

 

 
 2,433,958   2,497,504   2,739,652  

Rent

 338,536   348,239   353,879  

Entertainment

 34,987   34,224   33,248  

Depreciation

 201,771   203,168   200,811  

Amortization

 97,066   116,562   112,155  

Taxes and dues

 161,975   164,906   197,433  

Advertising

 188,358   211,304   229,643  

Research

 12,447   12,733   11,871  

Others

 592,478   613,910   584,191  
  

 

 

   

 

 

   

 

 

 
4,061,576   4,202,550   4,462,883  
  

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)

   2013   2014   2015 

Employee benefits:

      

Salaries

  W2,330,885     2,475,184     2,478,136  

Severance benefits:

      

Defined contribution

   15,371     18,608     20,203  

Defined benefit

   61,152     125,552     165,706  

Termination benefits

   90,096     120,308     105,031  
  

 

 

   

 

 

   

 

 

 
   2,497,504     2,739,652     2,769,076  

Rent

   348,239     353,879     350,718  

Entertainment

   34,224     33,248     33,339  

Depreciation

   203,168     200,811     193,927  

Amortization

   116,562     112,155     75,060  

Taxes and dues

   164,906     197,433     195,729  

Advertising

   211,304     229,643     255,656  

Research

   12,733��    11,871     13,442  

Others

   613,910     584,191     588,121  
  

 

 

   

 

 

   

 

 

 
  W4,202,550     4,462,883     4,475,068  
  

 

 

   

 

 

   

 

 

 

 

39.Share-based payments

 

 (a)Stock options granted as of December 31, 20142015 are as follows:

 

   4th grant (*1)(*2)   5th grant (*1)(*2)   6th grant   7th grant (*1) 

Grant date

   March 30, 2005     March 21, 2006     March 20, 2007     March 19, 2008  

Exercise price in won

   ₩28,006     ₩38,829     ₩54,560     ₩49,053  

Number of shares granted

   2,695,200     3,296,200     1,301,050     808,700  

Contractual exercise period

   
 
 
 
Within four
years after
three years
from grant date
  
  
  
  
   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

   
 
 
 
Within four
years after
three years
from grant date
  
  
  
  
   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

Changes in number of shares granted:

  

      

Balance at January 1, 2014

   102,389     108,356     1,025,856     619,778  

Exercised

   —       —       —       126,699  

Expired

   —       —       1,025,856     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

 102,389   108,356   —     493,079  
  

 

 

   

 

 

   

 

 

   

 

 

 

Assumptions used to determine the fair value of options:

  

Risk-free interest rate

 —     —     —     2.05

Expected exercise period

 —     —     —     2 months  

Expected stock price volatility

 —     —     —     16.90

Expected dividend yield

 —     —     —     1.58

Fair value per share

16,444  5,621   —    39  
   4th grant(*1)(*2)   5th grant(*1)(*2)   6th grant(*1)(*2)   7th grant(*1)(*2) 

Grant date

   March 30, 2005    March 21, 2006     March 20, 2007     March 19, 2008  

Exercise price in won

   W28,006     W38,829     W54,560     W49,053  

Number of shares granted

   2,695,200     3,296,200     1,301,050     808,700  

Contractual exercise period

   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

   

 

 

 

Within four

years after

three years

from grant date

  

  

  

  

Changes in number of shares granted:

  

      

Balance at January 1, 2015

   102,389     108,356     58,764     493,079  

Exercised

   —       —       —       447,451  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   102,389     108,356     58,764     45,628  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value per share

  W11,544    W721     —       —    

 

(*1)The equity instruments granted are fully vested as of December 31, 2014.2015. The weighted average shareexercise price for 703,824315,137 stock options outstanding at December 31, 20142015 is ₩44,417.W39,726.
(*2)As of December 31, 2014,2015, the exercise of the remaining stock options (4th, 5th, 6th and 5th7th grant) was temporarily suspended.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)won)

 

39.Share-based payments (continued)

 

 (b)Performance shares granted as of December 31, 20142015 are as follows:

 

 Expired Not expired  Expired Not expired 

Type

  Cash-settled share-based payment    Cash-settled share-based payment  

Performance conditions

  
 
Increase rate of the stock price and
achievement of target ROE
  
  
  

 

Increase rate of the stock price and

achievement of target ROE

  

  

Operating period (*1)

  4 or 5 years    4 or 5 years  

Estimated number of shares vested at December 31, 2014

 219,853   664,125  

Estimated number of shares vested at December 31, 2015

 187,637   953,410  

Fair value per share in won

  

 

₩45,926  and

₩47,376 (*2)

  

  

  ₩44,450    

 

 

W45,926,

W47,376  and

W40,889 (*2)

 

  

  

  W39,550  

 

 (*1)Four-year period is applied from the beginning of the year that the grant date belongs while five-year period for the shares with deferred payment.
 (*2)W45,926 of fair value per unit is applied for the shares that are vested at December 31, 2013, and ₩47,376W47,376 for the shares that are vested at December 31, 2014 andW40,889 for the shares that are vested at December 31, 2015, respectively.

The amount of cash payment for the Group’s cash-settled share-based payment arrangements with performance conditions is determined at the fourth anniversary date from the grant date based on the share price which is an arithmetic mean of weighted average share prices of the past two-months, past one-month and past one-week. As such the fair value of number of shares expired is estimated using the arithmetic mean of weighted average share prices at the day after expiration date and the fair value of number of shares non-expired is estimated using the closing share price at the end of reporting year.

 

 (c)Share-based compensation costs for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013 
  Employees of       Employees of     
  The controlling
company
   The subsidiaries   Total   The controlling
company
   The subsidiaries   Total 

Stock options granted :

            

4th

  430     1,814     2,244    W76     789     865  

5th

   (1,235   (6,938   (8,173   494     3,190     3,684  

6th

   (200   (1,411   (1,611   (9   (62   (71

7th

   (188   (992   (1,180   81     427     508  

Performance shares

   1,163     7,807     8,970     2,189     12,272     14,461  
  

 

   

 

   

 

   

 

   

 

   

 

 
(30 280   250    W2,831     16,616     19,447  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

39.Share-based payments (continued)

 

  2013   2014 
  Employees of       Employees of     
  The controlling
company
   The subsidiaries   Total   The controlling
company
   The subsidiaries   Total 

Stock options granted :

            

4th

  76     789     865    W(26   (266   (292

5th

   494     3,190     3,684     (18   (291   (309

6th

   (9   (62   (71   (1   (4   (5

7th

   81     427     508     (216   (876   (1,092

Performance shares

   2,189     12,272     14,461     2,264     12,939     15,203  
  

 

   

 

   

 

   

 

   

 

   

 

 
2,831   16,616   19,447    W2,003     11,502     13,505  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2015 
  Employees of       Employees of     
  The controlling
company
   The subsidiaries   Total   The controlling
company
   The subsidiaries   Total 

Stock options granted :

            

4th

  (26   (266   (292  W(44   (458   (502

5th

   (18   (291   (309   (31   (500   (531

6th

   (1   (4   (5   —       —       —    

7th

   (216   (876   (1,092   (4   (15   (19

Performance shares

   2,264     12,939     15,203     1,599     13,878     15,477  
  

 

   

 

   

 

   

 

   

 

   

 

 
2,003   11,502   13,505    W1,520     12,905     14,425  
  

 

   

 

   

 

   

 

   

 

   

 

 

(d) Accrued expenses and the intrinsic value as of December 31, 2014 and 2015 are as follows:

 

(d)Accrued expenses and the intrinsic value as of December 31, 2013 and 2014 are as follows:

  2013   2014 
  Employees of       Employees of     
  The controlling
company
   The subsidiaries   Total   The controlling
company
   The subsidiaries   Total 

Stock options granted :

            

4th

  173     1,802     1,975    W147     1,537     1,684  

5th

   54     864     918     36     573     609  

6th

   1     4     5     —       —       —    

7th

   220     1,161     1,381     4     15     19  

Performance shares

   5,267     35,531     40,798     6,327     33,584     39,911  
  

 

   

 

   

 

   

 

   

 

   

 

 
5,715   39,362   45,077    W6,514     35,709     42,223  
  

 

   

 

   

 

   

 

   

 

   

 

 

The intrinsic value of share-based payments is ₩43,691W42,024 million as of December 31, 2013.2014. For calculating, the quoted market price ₩47,300W44,450 per share was used for stock options and the fair value was considered as intrinsic value for performance shares, respectively.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

39.Share-based payments (continued)

 

  2014   2015 
  Employees of       Employees of     
  The controlling
company
   The subsidiaries   Total   The controlling
company
   The subsidiaries   Total 

Stock options granted :

            

4th

  147     1,537     1,684    W103     1,079     1,182  

5th

   36     573     609     5     73     78  

6th

   —       —       —       —       —       —    

7th

   4     15     19     —       —       —    

Performance shares

   6,327     33,584     39,911     5,539     39,927     45,466  
  

 

   

 

   

 

   

 

   

 

   

 

 
6,514   35,709   42,223    W5,647     41,079     46,726  
  

 

   

 

   

 

   

 

   

 

   

 

 

The intrinsic value of share-based payments is ₩42,024W46,726 million as of December 31, 2014.2015. For calculating, the quoted market price ₩44,450W39,550 per share was used for stock options and the fair value was considered as intrinsic value for performance shares, respectively.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

40.Net other operating income (expense)

Other operating income and other operating expense for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Other operating income

            

Gain on sale of assets:

            

Loans

  69,977     219,423     72,061    W219,423     72,061     180,306  

Others:

            

Gain on hedge activity

   190,680     336,650     422,637  

Gain on hedged items

   336,650     422,637     356,090  

Reversal of allowance for acceptances and guarantee

   10     5,317     2,262     5,317     2,262     33,526  

Gain on trust account

   3,255     3,960     5,374     3,960     5,374     5,027  

Gain on other allowance

   37,832     19,582     37,567     19,582     37,567     6,988  

Others

   91,679     259,070     376,861     259,070     376,861     392,548  
  

 

   

 

   

 

   

 

   

 

   

 

 
 323,456   624,579   844,701     624,579     844,701     794,179  
  

 

   

 

   

 

   

 

   

 

   

 

 
 393,433   844,002   916,762     844,002     916,762     974,485  
  

 

   

 

   

 

   

 

   

 

   

 

 

Other operating expense

      

Loss on sale of assets:

      

Loans

 (40,397 (36,580 (1,249   (36,580   (1,249   (10,759

Others:

      

Loss on hedge activity

 (342,004 (363,531 (338,818

Loss on hedged items

   (363,531   (338,818   (297,066

Contribution

 (252,231 (249,730 (250,159   (249,730   (250,159   (274,685

Loss on allowance for acceptances and guarantee

 (7,960 (27,223 (12,867   (27,223   (12,867   (825

Loss on other allowance

 (36,896 (56,903 (32,477   (56,903   (32,477   (55,425

Depreciation of operating lease assets

 (7,761 (7,734 (9,058   (7,734   (9,058   (9,895

Others

 (429,703 (641,988 (807,787   (641,988   (807,787   (769,973
  

 

   

 

   

 

   

 

   

 

   

 

 
 (1,076,555 (1,347,109 (1,451,166   (1,347,109   (1,451,166   (1,407,869
  

 

   

 

   

 

   

 

   

 

   

 

 
 (1,116,952 (1,383,689 (1,452,415   (1,383,689   (1,452,415   (1,418,628
  

 

   

 

   

 

   

 

   

 

   

 

 

Net other operating expenses

(723,519 (539,687 (535,653  W(539,687   (535,653   (444,143
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

41.Net other non-operating expenses

Other non-operating income and other non-operating expense for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Other non-operating income

            

Gain on sale of assets:

            

Property and equipment

  688     1,405     1,229    W1,405     1,229     2,379  

Investment property

   315     5,170     123,723     5,170     123,723     5,586  

Non-current assets held-for-sale

   14,572     3,012     —       3,012     —       —    

Lease assets

   3,568     898     1,203     898     1,203     328  

Others

   222     193     405     193     405     433  
  

 

   

 

   

 

   

 

   

 

   

 

 
 19,365   10,678   126,560     10,678     126,560     8,726  
  

 

   

 

   

 

   

 

   

 

   

 

 

Gain on sale of Investments in associates

 36,084   59   —       59     —       95,485  

Others:

      

Rental income on investment property

 44,885   52,733   60,684     52,733     60,684     30,876  

Reversal of impairment losses on Property and equipment and intangible asset

 32   170   —       170     —       982  

Gain from assets contributed

 5,039   561   259     561     259     714  

Gain on bond retirement

 24   —     —    

Gains on conversion of convertible bond

 7,217   —     —    

Others

 110,148   92,099   97,127     92,099     97,127     100,877  
  

 

   

 

   

 

   

 

   

 

   

 

 
 167,345   145,563   158,070     145,563     158,070     133,449  
  

 

   

 

   

 

   

 

   

 

   

 

 
 222,794   156,300   284,630     156,300     284,630     237,660  
  

 

   

 

   

 

   

 

   

 

   

 

 

Other non-operating expense

      

Loss on sale of assets:

      

Property and equipment

 (1,065 (3,301 (3,558   (3,301   (3,558   (1,496

Investment property

 (426 —     (5,168   —       (5,168   (55

Lease assets

 (1,368 (1,094 (2,108   (1,094   (2,108   (2,714

Others

 (65 —     (42   —       (42   (69
  

 

   

 

   

 

   

 

   

 

   

 

 
 (2,924 (4,395 (10,876   (4,395   (10,876   (4,334
  

 

   

 

   

 

   

 

   

 

   

 

 

Loss on sale of investments in associates

 (1,423 —     (1,076   —       (1,076   (2,012

Impairment loss on investments in associates

 (8,977 (239 —       (239   —       (9,024
  

 

   

 

   

 

   

 

   

 

   

 

 
 (10,400 (239 (1,076   (239   (1,076   (11,036
  

 

   

 

   

 

   

 

   

 

   

 

 

Others:

      

Donations

 (74,073 (48,619 (18,828   (48,619   (18,828   (24,830

Depreciation of investment properties

 (14,045 (17,238 (13,795   (17,238   (13,795   (13,117

Impaired loss on property and equipment

 —     (85 —       (85   —       —    

Impaired loss on intangible assets

 (58,549 (2,746 (12,458   (2,746   (12,458   (3,125

Write-off of intangible assets

 (585 (552 (1,572   (552   (1,572   (960

Loss on bond retirement

 (10,256 (1,780 (107

Collecting of written-off expenses

 (6,414 (5,740 (4,718   (5,740   (4,718   (8,088

Others

 (20,417 (37,638 (39,014   (39,418   (39,121   (25,705
  

 

   

 

   

 

   

 

   

 

   

 

 
 (184,339 (114,398 (90,492   (114,398   (90,492   (75,825
  

 

   

 

   

 

   

 

   

 

   

 

 
 (197,663 (119,032 (102,444   (119,032   (102,444   (91,195
  

 

   

 

   

 

   

 

   

 

   

 

 

Net other non-operating income

25,131   37,268   182,186    W37,268     182,186     146,465  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

42.Income tax expense

 

 (a)Income tax expense for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012
(Restated
see note 48)
 2013
(Restated
see note 48)
 2014   2013 2014 2015 

Current income tax expense

  819,320   681,278   689,216    W681,278   689,216   556,558  

Adjustment for prior periods

   (7,838 (1,785 (1,772   (1,785 (1,772 (31,101

Temporary differences

   (47,241 (123,632 (37,003   (123,632 (37,003 67,928  

Income tax recognized in other comprehensive income

   (26,015 65,353   17,524     65,353   17,524   101,234  
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax expenses

738,226   621,214   667,965    W621,214   667,965   694,619  
  

 

  

 

  

 

   

 

  

 

  

 

 

 

 (b)Income tax expense (benefit) is calculated by multiplying net income before tax with the tax rate for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012
(Restated
see note 48)
 2013
(Restated
see note 48)
 2014   2013 2014 2015 

Income before income taxes

  3,228,564   2,676,553   2,867,576    W2,676,553   2,867,576   3,140,578  

Income taxes at statutory tax rates

  781,325   646,591   692,384  

Income taxes at statutory tax rates (*)

  W646,591   692,384   758,345  

Adjustments:

        

Non-taxable income

   (42,217 (37,017 (31,865   (37,017 (31,865 (16,421

Non-deductible expense

   10,837   14,304   21,874     14,304   21,874   7,862  

Tax credit

   (1,819 (1,982 (639   (1,982 (639 (557

Other

   (2,062 1,103   (12,017   1,103   (12,017 (42,869

Refund due to adjustments of prior year tax returns

   (7,838 (1,785 (1,772   (1,785 (1,772 (11,741
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax expense

738,226   621,214   667,965    W621,214   667,965   694,619  
  

 

  

 

  

 

   

 

  

 

  

 

 

Effective tax rate

 %         22.87   23.21   23.29     %         23.21   23.29   22.12  

(*)The Group was subject to income taxes on taxable income at the following normal tax rates.

Taxable income

Tax Rate

W200 million or below

11.0

BelowW20 billion

22.0

W20 billion or above

24.2

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

42.Income tax expense (continued)

 

 (c)Deferred tax expenses by origination and reversal of deferred assets and liabilities and temporary differences for the years ended December 31, 20132014 and 20142015 are as follows:

 

  2013 (Restated, see note 48)   2014 
  Beginning
balance
   Profit or loss   Other
comprehensive
income
   Ending
balance
   Beginning
balance
   Profit or loss   Other
comprehensive
income
   Ending
balance
 

Unearned income

  (149,438   (700   —       (150,138  W(150,138   14,323     —       (135,815

Account receivable

   (12,970   11,072     —       (1,898   (1,898   (14,288   —       (16,186

Trading assets

   (10,435   (8,335   —       (18,770   (18,770   (30,355   —       (49,125

Available-for-sale

   57,009     86,095     86,475     229,579     229,579     (148,975   (37,931   42,673  

Investment in subsidiaries

   (10,545   3,820     168     (6,557   (6,557   25,428     (594   18,277  

Valuation and depreciation of property and equipment

   (145,683   (4   —       (145,687   (145,687   (489   —       (146,176

Derivative asset (liability)

   50,666     (29,433   (1,944   19,289     19,289     (16,346   5,229     8,172  

Deposits

   32,000     (6,310   —       25,690     25,690     3,518     —       29,208  

Accrued expenses

   64,051     8,270     —       72,321     72,321     39,115     —       111,436  

Defined benefit obligation

   224,640     (13,179   (6,345   205,116     205,116     26,346     47,745     279,207  

Plan assets

   (154,768   (40,016   318     (194,466   (194,466   (43,841   1,099     (237,208

Other provisions

   234,739     (2,348   —       232,391     232,391     (25,893   —       206,498  

Allowance for acceptances and guarantees

   18,659     3,838     —       22,497     22,497     3,417     —       25,914  

Allowance related to asset revaluation

   (44,873   84     —       (44,789   (44,789   (21   —       (44,810

Allowance for expensing depreciation

   (746   56     —       (690   (690   56     —       (634

Deemed dividend

   1,334     —       —       1,334     1,334     —       —       1,334  

Accrued contributions

   14,841     (2,605   —       12,236     12,236     1,072     —       13,308  

Financial instruments designated at fair value through profit of loss

   (65,209   36,330     —       (28,879   (28,879   70,902     —       42,023  

Allowances

   44,579     (8,274   —       36,305     36,305     23,427     —       59,732  

Fictitious dividend

   1,069     5,442     —       6,511     6,511     (1,136   —       5,375  

Liability under insurance contracts

   3,329     2,436     —       5,765     5,765     1,918     —       7,683  

Other

   (94,031   11,975     (13,319   (95,375   (95,375   91,320     1,976     (2,079
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
58,218   58,214   65,353   181,785    W181,785     19,498     17,524     218,807  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (*)Deferred tax assets from overseas subsidiaries were decreased by ₩65W19 million due to foreign exchange rate movements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

42.Income tax expense (continued)

 

 2014  2015 
 Beginning
balance
 Profit or loss Other
comprehensive
income
 Ending
balance
  Beginning
balance
 Profit or loss Other
comprehensive
income
 Ending
balance
 

Unearned income

 (150,138 14,323    —     (135,815 W(135,815 (2,726  —     (138,541

Account receivable

 (1,898 (14,288  —     (16,186 (16,186 2,983    —     (13,203

Trading assets

 (18,770 (30,355  —     (49,125 (49,125 (10,107  —     (59,232

Available-for-sale

 229,579   (148,975 (37,931 42,673   42,673   (31,883 80,114   90,904  

Investment in subsidiaries

 (6,557 25,428   (594 18,277   18,277   (12,744 (2,512 3,021  

Valuation and depreciation of property and equipment

 (145,687 (489  —     (146,176 (146,176 (3,014  —     (149,190

Derivative asset (liability)

 19,289   (16,346 5,229   8,172   8,172   183,598   (936 190,834  

Deposits

 25,690   3,518    —     29,208   29,208   (13,796  —     15,412  

Accrued expenses

 72,321   39,115    —     111,436   111,436   (16,158  —     95,278  

Defined benefit obligation

 205,116   26,346   47,745   279,207   279,207   47,005   23,835   350,047  

Plan assets

 (194,466 (43,841 1,099   (237,208 (237,208 (72,425 1,178   (308,455

Other provisions

 232,391   (25,893  —     206,498   206,498   (3,138  —     203,360  

Allowance for acceptances and guarantees

 22,497   3,417    —     25,914   25,914   (5,840  —     20,074  

Allowance related to asset revaluation

 (44,789 (21  —     (44,810 (44,810 (2,178  —     (46,988

Allowance for expensing depreciation

 (690 56    —     (634 (634 56    —     (578

Deemed dividend

 1,334    —      —     1,334   1,334   248    —     1,582  

Accrued contributions

 12,236   1,072    —     13,308   13,308   (2,047  —     11,261  

Financial instruments designated at fair value through profit of loss

 (28,879 70,902    —     42,023   42,023   (201,862  —     (159,839

Allowances

 36,305   23,427    —     59,732   59,732   15,783    —     75,515  

Fictitious dividend

 6,511   (1,136  —     5,375   5,375   (274  —     5,101  

Liability under insurance contracts

 5,765   1,918    —     7,683   7,683   2,555    —     10,238  

Other

 (95,375 91,320   1,976   (2,079 (2,079 (41,327 (445 (43,851
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
181,785   19,498   17,524   218,807   W218,807   (167,291 101,234   152,750  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 (*)Deferred tax assets from overseas subsidiaries were decreased by ₩65W1,455 million due to foreign exchange rate movements.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

42.Income tax expense (continued)

 

 (d)Deferred tax assets and liabilities that were directly charged or credited to equity for the years ended December 31, 20132014 and 20142015 are as follows:

 

  January 1, 2013 Changes
(Restated
see note 48)
 December 31, 2013
(Restated

see note 48)
   January 1, 2014 Changes December 31, 2014 
  OCI (*2) Tax effect OCI (*2) Tax effect OCI (*2) Tax effect   OCI (*2) Tax effect OCI (*2) Tax effect OCI (*2) Tax effect 

Valuation gain (loss) on available-for-sale financial assets

  1,617,225   (391,415 (353,183 85,488   1,264,042   (305,927  W1,264,042   (305,927 172,438   (37,931 1,436,480   (343,858

Foreign currency translation adjustments for foreign operations

   (75,619 (12,679 (45,501 (12,324 (121,120 (25,003   (121,120 (25,003 (13,960 1,976   (135,080 (23,027

Gain (loss) on cash flow hedge

   (6,393 1,547   8,034   (1,944 1,641   (397   1,641   (397 (21,607 5,229   (19,966 4,832  

Equity in other comprehensive income of associates

   4,741   761   (4,980 168   (239 929     (239 929   6,849   (594 6,610   335  

The accumulated other comprehensive income in separate account (*1)

   2,258   (547 (2,412 583   (154 36     (154 36   7,678   (1,857 7,524   (1,821

Remeasurements of the defined benefit liability

   (210,762 51,004   24,952   (6,036 (185,810 44,968     (185,810 44,968   (202,137 48,844   (387,947 93,812  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Income tax charged or credited directly to equity

1,331,450   (351,329 (373,090 65,935   958,360   (285,394  W958,360   (285,394 (50,739 15,667   907,621   (269,727
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

  January 1, 2014 Changes December 31, 2014   January 1, 2015 Changes December 31, 2015 
  OCI (*2) Tax effect OCI (*2) Tax effect OCI (*2) Tax effect   OCI (*2) Tax effect OCI (*2) Tax effect OCI (*2) Tax effect 

Valuation gain (loss) on available-for-sale financial assets

  1,264,042   (305,927 172,438   (37,931 1,436,480   (343,858  W1,436,480   (343,858 (346,024 80,114   1,090,456   (263,744

Foreign currency translation adjustments for foreign operations

   (121,120 (25,003 (13,960 1,976   (135,080 (23,027   (135,080 (23,027 (5,185 (445 (140,265 (23,472

Gain (loss) on cash flow hedge

   1,641   (397 (21,607 5,229   (19,966 4,832     (19,966 4,832   3,868   (936 (16,098 3,896  

Equity in other comprehensive income of associates

   (239 929   6,849   (594 6,610   335     6,610   335   14,136   (2,512 20,746   (2,177

The accumulated other comprehensive income in separate account (*1)

   (154 36   7,678   (1,857 7,524   (1,821   7,524   (1,821 4,079   (987 11,603   (2,808

Remeasurements of the defined benefit liability

   (185,810 44,968   (202,137 48,844   (387,947 93,812     (387,947 93,812   (104,244 25,013   (492,191 118,825  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Income tax charged or credited directly to equity

958,360   (285,394 (50,739 15,667   907,621   (269,727  W907,621   (269,727 (433,370 100,247   474,251   (169,480
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)Deferred tax effects, which are originated from the accumulated other comprehensive income in separate account, were included in the other assets of separate account’s financial statement.
(*2)OCI : other comprehensive income

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won, except per share data)won)

 

42.Income tax expense (continued)

 

 (e)The amount of deductible temporary differences, unused tax losses, and unused tax credits that are not recognized as deferred tax assets as of December 31, 20132014 and 20142015 are as follows:

 

   2013   2014 

Tax loss carry forward (*)

  99,449     99,449  
   2014   2015 

Tax loss carry forward (*)

  W99,449     99,449  

 

 (*)At the end of reporting date, the expected extinctive date of tax loss carry forward and tax credits carry forward that are not recognized as deferred tax assets are as follows:

 

   1 year
or less
   1-2 years   2-3 years   More than
3 years
 

Tax loss carry forward

  W—       —       —       99,449  

 

 (f)The amount of temporary difference regarding investment in subsidiaries that are not recognized as deferred tax liabilities as of December 31, 20132014 and 20142015 are as follows:

 

   2013   2014 

Investment in associates

  (10,357   (11,532
   2014   2015 

Investment in associates

  W(11,532   (16,298

 

 (g)The Group set off a deferred tax asset against a deferred tax liability of the same taxable entity if, and only if, they relate to income taxes levied by the same taxation authority and the entity has a legally enforceable right to set off current tax assets against current tax liabilities. Deferred tax assets and liabilities presented on a gross basis prior to any offsetting as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Deferred tax assets

  216,113     280,599    W280,599     261,255  

Deferred tax liabilities

   (34,328   (61,792   (61,792   (108,505

 

43.Earnings per share

Basic and diluted earnings per share for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012
(Restated
see note 48)
   2013
(Restated

see note 48)
   2014   2013   2014   2015 

Profit attributable to equity holders of Shinhan Financial Group

  2,320,319     1,898,577     2,081,110    W1,898,577     2,081,110     2,367,171  

Less:

            

Dividends on preferred stock

   77,100     61,938     61,938     61,938     61,938     61,938  

Hybrid bond

   23,688     29,940     29,940     29,940     29,940     34,488  
  

 

   

 

   

 

   

 

   

 

   

 

 
 100,788   91,878   91,878     91,878     91,878     96,426  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net profit available for common stock

 2,219,531   1,806,699   1,989,232     1,806,699     1,989,232     2,270,745  

Weighted average number of common shares outstanding

 474,199,587   474,199,587   474,199,587     474,199,587     474,199,587     474,199,587  
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic and diluted earnings per share in won

4,681   3,810   4,195    W3,810     4,195     4,789  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

44.Commitments and contingencies

 

 (a)Guarantees, acceptances and credit commitments as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Guarantees

        

Guarantee outstanding

  10,564,718     10,796,896    W10,796,896     10,110,330  

Contingent guarantees

   5,053,750     4,335,333     4,335,333     3,036,301  
  

 

   

 

   

 

   

 

 
 15,618,468   15,132,229     15,132,229     13,146,631  
  

 

   

 

   

 

   

 

 

Commitments to extend credit

 —     —        

Loan commitments in won

 53,343,728   52,723,778     52,723,778     53,677,696  

Loan commitments in foreign currency

 20,120,391   20,195,691     20,195,691     21,765,110  

ABS and ABCP commitments (*)

 1,599,331   2,143,308  

ABS and ABCP commitments(*)

   2,143,308     2,668,370  

Others

 1,185,788   1,226,604     1,226,604     1,314,743  
  

 

   

 

   

 

   

 

 
 76,249,238   76,289,381     76,289,381     79,425,919  
  

 

   

 

   

 

   

 

 

Endorsed bills

 —     —        

Secured endorsed bills

 54,460   51,043     51,043     29,549  

Unsecured endorsed bills

 11,327,272   10,914,587     10,914,587     7,542,862  
  

 

   

 

   

 

   

 

 
 11,381,732   10,965,630     10,965,630     7,572,411  
  

 

   

 

   

 

   

 

 

Loans sold with recourse

 2,099   2,099  

Loans sold under repurchase agreement

   2,099     2,099  
  

 

   

 

   

 

   

 

 
103,251,537   102,389,339    W102,389,339     100,147,060  
  

 

   

 

   

 

   

 

 

 

 (*)The Group consolidates a structured entity when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to most significantly affect those returns through its power over the structured entity based on the terms in the agreement relating to the establishment of the structured entity. The structured entities are established to buy assets from originators and issue asset-backed securities in order to facilitate the originators’ funding activities and enhance their financial soundness. The Group is involved in the securitization vehicles by purchasing or committing to purchase the asset-backed securities issued and/or providing other forms of credit enhancement. As the Group’snon-controlling interests in the structured entities are presented as liabilities in the consolidated statement of financial position of the Group, the Group does not recognize non-controlling interests for the consolidated structured entities. The Group provides ABCP purchase agreement amounting to ₩492,195W1,214,305 million to the structured entities described above.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

44.Commitments and contingencies (continued)

 

 (b)Legal contingencies

The Group’s pending lawsuits as a defendant for the years ended December 31, 20142015 are as follows.

 

Case

  Number of
claim
  

Descriptions

  Claim amount   Number of
claim
  

Descriptions

  Claim amount 

Billing of Goods

  1  The plaintiff filed claims against the Group for payment of goods that were based on a forged guarantee of payment. The first appeal was ruled against the Group, and therefore, the Group has paid the claim amount. The Group is in progress with its second appeal.   43,761    1  The plaintiff filed claims against the Group for payment of goods that were based on a forged guarantee of payment. The first appeal was ruled against the Group, and therefore, the Group has paid the claim amount. The Group is in progress with its second appeal.   43,761  

Compensation for a loss

  1  The plaintiff has filed a lawsuit against the Group claiming that the Group should compensate for a loss of the damaged right of management insisting the Group had purchased the shares of Shinho Paper Co., Ltd. while being aware that the sale had been executed against the will of the members of Aram Corporate Restructuring Association. The first and second court decided partially in favor of the plaintiff, and therefore, the Group has paid the claim amount. The Group is in progress with its third appeal.   47,200  

Compensation for a loss

  1  The plaintiff has filed a lawsuit against the Group claiming that the Group should compensate for a loss of the damaged right of management insisting the Group had purchased the shares of Shinho Paper Co., Ltd. while being aware that the sale had been executed against the will of the members of Aram Corporate Restructuring Association. The first and second court decided partially in favor of the plaintiff, and therefore, the Group has paid the claim amount. The Group is in progress with its third appeal.   47,200  

Lehman
Brothers Special Financing Inc(LBSF)

  1  A plaintiff, Lehman Brothers has claimed that the CDO investment that had been returned to the Group after bankruptcy should be returned to the Lehman Brothers and also claimed. It was contrary to US bankruptcy law. The Group is currently in its first trial.   12,000  

Void Contract and Return of Unjust Enrichment

  6  Claims to void or cancel currency futures option. The Group is in progress with its second and third appeal, and recognizes provisions for the expected loss.   43,406    1  Claims to void or cancel currency futures option. The Group is in progress with its second and third appeal, and recognizes provisions for the expected loss.   68,875  

VAN Fee Fixing

  19  Agency of VAN filed claims against VAN and the credit card company. The agency filed a lawsuit against VAN and the Group claiming for losses due to fee fixing. 19 cases were all for the same claim, and therefore, there were partial losses for VAN and the Group. Of the 19 cases, 12 cases are currently pending in their second appeal, one case is pending in its third appeal, and four cases completed their third appeal.   33,116    4  Agency of VAN filed claims against VAN and the credit card company. The agency filed a lawsuit against VAN and the Group claiming for losses due to fee fixing. 4 cases were all for the same claim, and therefore, there were partial losses for VAN and the Group. All cases are currently pending in their third appeal.   13,456  

Other

  201  Various cases such as a compensation for a loss claim.   208,998  

Others

  219  Compensation for a loss claim, etc.   332,644  
  

 

    

 

   

 

    

 

 
228 376,481    227     517,936  
  

 

    

 

   

 

    

 

 

As of December 31, 2014,2015, the Group recorded ₩33,377W25,945 million as provisions and ₩1,161W1,656 million as liabilities under insurance contracts with respect to these lawsuits.

(c)Contingent assets

The creditors In respect of Samsung Motors Co., Ltd. (currently known as Renault Samsung Motors., Ltd.), includinga claim for Lehman Brothers Special Financing Inc (LBSF) above the Group entered intorecognised a written agreement regardingprovision ofW11,720 and in respect of others the bankruptcyGroup recognised a provision of Samsung Motors Co., Ltd. on September 1999.W14,225. Additional losses might be incurred from these legal actions, but the result of such the lawsuits cannot be predicted. The written agreement statesmanagement believes that should the disposal priceresult of the 3.5 million contributedlawsuits would not have significant impact on the financial position.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

44.Commitments and contingencies (continued)

shares of Samsung Life Insurance to the financial institutions and creditors of Samsung Motors Co., Ltd. as of December 31, 2000 fall below 2.45 trillion won, the Samsung Group affiliates shall be responsible for the deficit and therefore, provide the financial institutions and creditors with contributed capital or purchases of subordinated bonds. The agreement also states that should the Samsung Group affiliates fail to meet these conditions, the affiliates shall be held responsible to pay the interests for the overdue amounts.

Based on the written agreement stated above, the Group and the creditors of Samsung Motors Co., Ltd., filed a lawsuit claiming for the contracted amounts on December 9, 2005 against Chairman Lee Kun-Hee and the Samsung Group affiliates. On January 29, 2015, the Supreme Court ruled in favor of the Group and the creditors of Samsung Motors Co., Ltd.

 

45.Statement of cash flows

 

 (a)Cash and cash equivalents in the consolidated statements of cash flows as of December 31, 2013, 2014 and 20142015 are as follows:

 

  2013   2014   2013   2014   2015 

Cash and due from banks

  16,484,168     20,608,513    W16,484,168     20,608,513     22,037,236  

Due from financial institutions with a maturity over three months from date of acquisition

   (4,320,575   (4,739,947   (4,320,575   (4,739,947   (4,590,643

Restricted due from banks

   (6,142,417   (10,264,156   (6,142,417   (10,264,156   (12,839,342
  

 

   

 

   

 

   

 

   

 

 
6,021,176   5,604,410    W6,021,176     5,604,410     4,607,251  
  

 

   

 

   

 

   

 

   

 

 

 

 (b)Significant non-cash activities for the years ended December 31, 2013, 2014 and 20142015 are as follows:

 

  2013   2013   2013   2014   2015 

Increase in available-for-sale financial assets fromdebt-equity swap

  159,966     129,215  

Debt to equity conversion

  W159,966     57,335     34,218  

Transfers from construction-in-progress to property and equipment

   134,790     4,054     134,790     4,054     3,255  

Transfers between property and equipment and investment property

   43,768     26,751     43,768     26,751     3,122  

Transfers from property and equipment to assets held for sale

   6,278     3,196     6,278     3,196     —    

Transfers from investment property to assets held for sale

   228,762     146,126     228,762     1,841     —    

 

 (c)On January 11, 2013,For the Group obtained a controlling ownership over Yehanbyoul Savingsyear ended December 31, 2015, the cash out flows related to the investments in Nam An Securities Co., Ltd., PT Bank by acquiring an 100% of the outstandingMetro Express, PT Centratama Nasional Bank and voting interests for ₩45,813 million won in consideration. Net cash flow provided by the business combination was ₩385,291 million as the investee had ₩431,104 million of cash and cash equivalents.PT. Shinhan Indo Finance amounted toW163,172 million.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

46.Related parties

Intra-group balances, and income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

 

 (a)Significant balances with the related parties as of December 31, 20132014 and 20142015 are as follows:

 

Related party

  

Account

  2013   2014   

Account

  2014   2015 

Investments in associates:

            

Aju Capital Co., Ltd.

  Trading assets  60,000     50,000    Trading assets  W49,980     99,953  

  Loans and receivables   50,000     200,000    Loans   200,000     160,000  

  Credit card assets   2,049     2,011    Credit card loans   2,011     2,165  

  Allowances   (285   (624  Allowances   (624   (479

  Deposits   470     1,184    Deposits   1,184     1,061  

  Provisions   280     78    Provisions   78     55  

UAMCO., Ltd.

  Loans and receivables   —       —      Loans   —       23,100  

  Credit card assets   49     43    Credit card loans   43     42  

  Allowances   (1   (1  Allowances   (1   (32

  Deposits   1,719     28,801    Deposits   28,801     410  

  Provisions   50     50    Provisions   50     46  

Pohang TechnoPark2PFV

  Deposits   14,689     14,666    Deposits   14,666     14,662  

Cardif Life Insurance

  Accounts receivable   118     115  

BNP Paribas Cardif Life Insurance

  Other assets   115     118  

  Credit card assets   103     119    Credit card loans   119     108  

  Allowances   (1   (1  Allowances   (1   (1

  Deposits   262     194    Accrued expenses   —       153  

  Provisions   1     1    Deposits   194     644  

BNP Paribas Cardif General Insurance

  Credit card assets   40     26  

  Provisions   1     1  

BNPParibas Cardif General Insurance

  Credit card loans   26     28  

  Allowances   (1   (1  Allowances   (1   (1

  Deposits   —       7    Deposits   7     12  

Korea investment gong-pyeong office real estate investment trust 2nd

  Deposits   18,001     32,002  

Korea Investment Gong-pyeong Office

Real Estate Investment Trust 2nd

  Other liabilities   76     55  

Kukdong Engineering & Construction CO., LTD

  Credit card assets   15     17    Credit card loans   17     11  

  Allowances   (1   (1  Allowances   (1   (1

  Deposits   —       6,986    Deposits   6,986     5,388  

Shinhan Corporate Restructuring Fund 5th

  Accounts receivable   27     —    

  Allowances for credit losses   (27   —      Provisions   —       15  

Dream High Fund III

  Deposits   —       301    Deposits   301     4  

Miraeasset 3rd Investment Fund

  Deposits   158     1,777  

KDB Daewoo Ruby PEF

  Deposits   —       2,025  

Medici 2nd Investment Fund

  Deposits   62     —    

KDB Daewoo Securities Platinum PEF

  Deposits   652     —    

FAMILY FOOD CO., LTD.

  Provisions   5     —    

SH Rental Service

  Deposits   —       219  

SM New Technology Business Investment Fund I

  Accounts receivable   —       55  

Midas Dong-A Snowball Venture Fund

  Deposits   —       303  

IBKS-Shinhan Creative Economy New Technology Fund

  Deposits   —       1,463  

SP New Technology Business investment Fund I

  Accounts receivable   —       5    Accounts receivable   5     19  

Key management personnel and their immediate relatives:

  Loans and receivables   4,560     4,642  
    

 

   

 

 
Assets116,645   256,350  
Liabilities 18,348   88,072  
    

 

   

 

 

  Deposits   —       283  

EQP Global Energy Infrastructure Private Equity Fund

  Deposits   —��      3  

Shinhan Praxis K-Growth Global Private Equity Fund

  Other assets   —       174  

JAEYOUNG SOLUTEC CO., LTD.

  Loans   —       15,276  

  Credit card loans   —       40  

  Allowances   —       (160

  Deposits   —       15,261  

  Provisions   —       15  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

46.Related parties (continued)

Related party

  

Account

  2014   2015 

Partners 4th Growth Investment Fund

  Deposits   —       2,704  

SHBNPP Private Korea Equity Long-Short Professional Feeder

  Other assets   —       163  

Key management personnel and their immediate relatives:

  Loans   4,642     3,415  
    

 

 

   

 

 

 
  Assets  W256,330     303,993  
  Liabilities   52,344     42,757  
    

 

 

   

 

 

 

 

 (b)Significant transactions with the related parties for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

Related party

 

Account

 2013  2014  2015 
 

Account

 2012 2013 2014   

Investments in associates

        

Aju Capital co., Ltd

 Interest income 2,042   2,185   5,638   Interest income W2,185   5,638   6,440  

 Fees and commission income 230   889   487   Fees and commission income 889   487   291  

 Net other operating income 11    —     202   Other operating income  —     202   23  

 Reversal of credit losses  —     1    —     Reversal of credit losses 1    —     148  

 Interest expense  —     (24 (1 Interest expense (24 (1 (1

 Fees and commission expense  —     (881 (1,693 Fees and commission expense (881 (1,693 (694

 Provision for credit losses  —     (21 (340 Provision for credit losses (21 (340 (2

UAMCO., Ltd

 Interest income 311   115   40   Interest income 115   40   4  

 Fees and commission income  —     5   7   Fees and commission income 5   7   9  

 Reversal of credit losses  —      —     1   Other operating income  —      —     4  

 Interest expense  —     (1 (1 Reversal of credit losses (1 1    —    

 Provision for credit losses 52   (1  —     Interest expense (1 (1  —    

 Provision for credit losses  —      —     (32

Pohang TechnoPark2PFV

 Net other operating income 286    —      —     Interest expense (15 (15 (15

BNP Paribas Cardif Life Insurance

 Fees and commission income 1,193   1,731   1,994  

 Interest expense (17 (15 (15 Provision for credit losses (1  —     (1

 Provision for credit losses 3    —      —     Non-operating expense  —      —     (847

Cardif Life Insurance

 Fees and commission income 271   1,193   1,661  

 Provision for credit losses  —     (1 (1 Other operating expense  —     (4 (7

Kukdong Engineering & Construction CO., LTD

 Interest income  —      —      —     Interest income  —      —     26  

 Fees and commission income  —      —     15   Fees and commission income  —     15   16  

 Interest expense  —      —     (40 Reversal of credit losses  —      —     1  

 Fees and commission expense  —      —     (4 Interest expense  —     (40 (35

 Provision for credit losses  —     (1 (1 Fees and commission expense  —     (4 (3

 Other operating expenses  —      —     (15

 Provision for credit losses (1 (1  —    

Inhee Co., Ltd.

 Interest income  —     1    —     Interest income 1    —      —    

Shinhan 2013-1 Fund

 Fees and commission income 88    —      —    

BNPParibas Cardif General Insurance

 Fees and commission income 4   9   10  

 Provision for credit losses  —      —     (1

 Reversal of credit losses 1   1    —    

Shinhan K2 Secondary Fund

 Fees and commission income 281   464   465   Fees and commission income 464   465   116  

Shinhan 2013-1 Fund

 Fees and commission income  —     88    —    

BNP Paribas Cardif General Insurance

 Fees and commission income  —     4   9  

 Reversal of credit losses  —     1   1  

Korea investment gong-pyeong office real estate investment trust 2nd

 Interest expense  —      —     (1,274

FAMILY FOOD CO., LTD.

 Other operating income  —      —     5  

Dream High Fund III

 Interest expense  —      —     (6 Interest expense  (6 (5

Miraeasset 3rd Investment Fund

 Interest expense (2 (2 (1 Interest expense (2  —      —    

Medici 2nd Investment Fund

 Interest expense (5  —      —    

Shinhan 2014-1 Fund

 Fees and commission income  —      —     9  

Midas Dong-A Snowball Venture Fund

 Fees and commission income  —      —     30  

 Interest expense  —      —     (3

SHC-EN Fund

 Fees and commission income  —      —     8   Fees and commission income  —     8   54  

SP New Technology Business investment Fund I

 Fees and commission income  —      —     5  

UNW Securitization Specialty Co., Ltd.

 Fees and commission income 268   56    —    

UW 3rd Securitization Specialty Co., Ltd.

 Fees and commission income 176   93    —    

UK Second Asset Securitization Specialty Co., Ltd.

 Fees and commission income 142   14    —    

Key management personnel and their immediate relatives

   

Interest income

  135   168   170  
  

 

  

 

  

 

 
4,184   4,330   5,346  
  

 

  

 

  

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

46.Related parties (continued)

Related party

 

Account

 2013  2014  2015 

SP New Technology Business investment Fund I

 Fees and commission income  —      5    79  

IBKS-Shinhan Creative Economy New Technology Fund

 Fees and commission income  —      —      39  

 Interest expense  —      —      (2

SH Rental Service

 Interest expense  —      —      (1

SM New Technology Business Investment Fund I

 Fees and commission income  —      —      96  

JAEYOUNG SOLUTEC CO.,LTD.

 Interest income W —      —      616  

 Fees and commission income  —      —      1  

 Interest expense  —      —      (47

 Provision for credit losses  —      —      (160

 Other operating expense  —      —      (15

UNW Securitization Specialty Co., Ltd.

 Fees and commission income  56    —      —    

UW 3rd Securitization Specialty Co., Ltd.

 Fees and commission income  93    —      —    

UK Second Asset Securitization Specialty Co., Ltd.

 Fees and commission income  14    —      —    

Korea Investment Gong-pyeong Office

Real Estate Investment Trust 2nd

 Fees and commission income  —      21    21  

Shinhan Praxis K-Growth Global Private Equity Fund

 Fees and commission income  —      —      391  

Partners 4th Growth Investment Fund

 Interest expense  —      —      (6

SHBNPP Private Korea Equity Long-Short Professional Feeder

 Fees and commission income  —      —      506  

Key management personnel and their immediate relatives

   

Interest income

   168    170    119  
  

 

 

  

 

 

  

 

 

 
  W4,330    6,624    9,142  
  

 

 

  

 

 

  

 

 

 

The above outstanding balances and transactions have arose in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.

 

 (c)Key management personnel compensation

Key management personnel compensation for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Short-term employee benefits

  23,679     18,980     18,392    W18,980     18,711     18,462  

Severance benefits

   503     322     422     322     422     393  

Share-based payment transactions

   3,904     6,475     6,541     6,475     6,541     6,318  
  

 

   

 

   

 

   

 

   

 

   

 

 
28,086   25,777   25,355    W25,777     25,674     25,173  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

46.Related parties (continued)

 

 (d)There are noThe guarantees provided between the related parties as of December 31, 2012, 20132014 and 2014.2015 were as follows:

      Amount of guarantees    

Guarantor

  

Guaranteed Parties

  2014   2015   

Account

Shinhan Bank

  Aju Capital Co., Ltd.  W 50,000     50,000    Unused credit line

     50,000     —      Security underwriting commitment

  BNP Paribas Cardif Life Insurance   10,000     10,000    Unused credit line

  UAMCO., Ltd.   112,200     89,100    Unused credit line

     179,900     89,950    Security underwriting commitment

  

Kukdong Engineering &

Construction Co., LTD.

   —       1,574    Performance guarantees

  Neoplux Technology Valuation Investment Fund   —       18,000    Security underwriting commitment

  JAEYOUNG SOLUTEC CO., LTD.   —       600    Unused credit

     —       469    Import letter of credit
    

 

 

   

 

 

   
    W402,100     259,693    
    

 

 

   

 

 

   

(e)Details of collaterals provided by the related parties as of December 31, 2014 and 2015 were as follows:

Provided to

  

Provided by

  

Pledged assets

  2014   2015 

Shinhan Bank

  Aju Capital Co., Ltd.  

Beneficiary

certificate

  W —       160,000  

  

BNP Paribas Cardif Life

Insurance

  

Government

bonds

   12,770     13,676  

  

JAEYOUNG SOLUTEC

CO., LTD.

  Properties   —       20,814  

    Guarantee insurance policy   —       7,214  
      

 

 

   

 

 

 
      W12,770     201,704  
      

 

 

   

 

 

 
        

 

47.Information of trust business

 

 (a)Significant balances with trust business as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Borrowings from trust account

  2,299,929     2,020,712    W2,020,712     2,972,023  

Accrued fees on trust accounts

   15,206     16,227     16,227     21,515  

Accrued interest expense

   665     526     526     998  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

47.Information of trust business (continued)

 

 (b)Transactions with trust business for the years ended December 31, 2012, 2013, 2014 and 20142015 are as follows:

 

  2012   2013   2014   2013   2014   2015 

Trust management fees

  40,716     42,347     49,877    W42,347     49,877     71,753  

Commission income

   24     —       —    

Fees on early withdrawal

   —       —       1  

Interest on borrowings from trust account

   44,224     50,050     44,899     50,050     44,899     44,986  

 

48.Retrospective restatement

Change in accounting policy

The Group reclassified hybrid bonds held for investment purposes by Shinhan Life Insurance, from equity securities to debt securities in accordance with the interpretation by the Korea Accounting Institute in 2014.

Correction of prior period misstatement

The Group retrospectively restated prior period’s comparative financial statements due to effects from incomplete fund transfer within Shinhan Life Insurance’s general and separate accounts. As explained below, incomplete fund transfer caused understatement of reserve for policyholder’s profit dividend by ₩5,372 million as of December 31, 2013.

Effects of restatement

The following tables summarize the effects of the hybrid bond reclassification and the incomplete fund transfer on the Group’s comparative consolidated statements of financial position and its financial

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

48.Retrospective restatement (continued)

performance as of December 31, 2013 and for the years ended December 31, 2012 and 2013. Although the effects of the change in accounting policy and the prior period misstatement are not considered material to the financial position or results of operations, the Group has restated comparative periods for consistency of presentation.

   December 31, 2013 
   As previously
reported
   Reclassification of
hybrid bonds
   Incomplete
fund transfer
   Restated 

Available-for-sale financial assets

  33,604,301     (7,734   —       33,596,567  

Deferred tax assets

   196,780     (370   —       196,410  

Other assets

   12,449,193     514     1,300     12,451,007  

Derivative liabilities

   2,026,534     (7,139   —       2,019,395  

Liabilities under insurance contracts

   15,656,455     —       5,372     15,661,827  

Accumulated other comprehensive income, net of tax

   671,807     1,160     —       672,967  

Retained earnings

   14,194,163     (1,611   (4,072   14,188,480  

   2012 
   As previously
reported
   Incomplete
fund transfer
   Restated 

Net interest income

  6,979,718     —       6,979,718  

Net insurance income

   (209,303   (2,072   (211,375

Dividend income

   174,325     —       174,325  

Net trading income

   607,861     —       607,861  

Income tax expense

   (738,727   501     (738,226

Profit for the year

   2,491,909     (1,571   2,490,338  

Other comprehensive income

   (50,975   —       (50,975

Net income attributable to equity holders of Shinhan Financial Group

   2,321,890     (1,571   2,320,319  

Total comprehensive income attributable to equity holders of Shinhan Financial Group

   2,269,231     (1,571   2,267,660  

Basic and diluted earnings per share in won

   4,684     (3   4,681  

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

48.Retrospective restatement (continued)

   2013 
   As previously
reported
   Reclassification of
hybrid bonds
   Incomplete
fund transfer
   Restated 

Net interest income

  6,602,856     2,028     —       6,604,884  

Net insurance income

   (379,322   —       (3,456   (382,778

Dividend income

   158,016     (2,032   —       155,984  

Net trading income

   77,034     (2,122   —       74,912  

Income tax expense

   (622,565   515     836     (621,214

Profit for the year

   2,059,570     (1,611   (2,620   2,055,339  

Other comprehensive income

   (309,900   1,160     —       (308,740

Net income attributable to equity holders of Shinhan Financial Group

   1,902,808     (1,611   (2,620   1,898,577  

Total comprehensive income attributable to equity holders of Shinhan Financial Group

   1,594,494     (451   (2,620   1,591,423  

Basic and diluted earnings per share in won

   3,819     (3   (6   3,810  

49.Interests in unconsolidated structured entities

 

 (a)The nature and extent of interests in unconsolidated structured entities

The Group is involved in assets-backed securitization, structured financing, beneficiary certificates and other structured entities and characteristics of these structured entities are as follows:

 

   

Description

Assets-backed securitization

  Securitization vehicles are established to buy assets from originators and issue asset-backed securities in order to facilitate the originators’ funding activities and enhance their financial soundness. The Group is involved in the securitization vehicles by purchasing (or committing to purchase) the asset-backed securities issued and/or providing other forms of credit enhancement.
  The Group does not consolidate a securitization vehicle if (i) the Group is unable to make or approve decisions as to the modification of the terms and conditions of the securities issued by such vehicle or disposal of such vehicles’ assets, (ii) (even if the Group is so able) if the Group does not have the exclusive or primary power to do so, or (iii) if the Group does not have exposure, or right, to a significant amount of variable returns from such entity due to the purchase (or commitment to purchase) of asset-backed securities so issued or subordinated obligations or by providing other forms of credit support.

Structured financing

  Structured entities for project financing are established to raise funds and invest in a specific project such as M&A (mergers and acquisitions), BTL (build-transfer-lease), shipping finance, etc. The Group is involved in the structured entities by originating loans, investing in equity, or providing credit enhancement.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

49.Interests in unconsolidated structured entities (continued)

Description

The Group does not consolidate a structured financing entity if (i) the Group does not have decision-making authority of these entities (ii) (even so) if the Group does not have the exclusive or primary power to do so, or (iii) if the Group does not have exposure, or right, to a significant amount of variable returns from such entity.

Investment fund

  Investment fund means an investment trust, a PEF (private equity fund) or a partnership which invests in a group of assets such as stocks or bonds by issuing a type of beneficiary certificates to raise funds from the general public, and distributes its income and capital gains to their investors. The Group manages assets by investing in shares of investment fund or playing a role of an operator or a GP (general partner) of investment fund, on behalf of other investors.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(In millions of won)

48.
The Group does not consolidate an investment fund if (i) the Group does not have the decision-making authority of these funds (ii) (even so) if the Group does not have unilateral ability to remove an operator or a GP from these funds, or (iii) if the Group does not have exposure, or right, to a significant amount of variable returns from such fund.Interests in unconsolidated structured entities (continued)

The size of unconsolidated structured entities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014   2014   2015 

Total assets:

        

Asset-backed securitization

  45,419,633     33,603,260    W33,603,260     83,587,652  

Structured financing

   86,940,716     52,342,495     56,261,297     55,864,638  

Investment fund

   34,636,571     29,096,759     29,096,759     34,418,872  
  

 

   

 

   

 

   

 

 
166,996,920   115,042,514    W118,961,316     173,871,162  
  

 

   

 

   

 

   

 

 

 

 (b)Nature of risks

i) The carrying amounts of the assets and liabilities relating to its interests in unconsolidated structured entities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total   Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets:

                

Loans

  165,698     5,156,721     12,361     5,334,780    W383,011     4,658,388     613,089     5,654,488  

Trading assets

   230,729     —       41,008     271,737     573,919     48,877     10,950     633,746  

Derivative assets

   884     1,075     —       1,959     42     —       —       42  

Available-for-sale financial assets

   1,074,673     237,146     1,991,374     3,303,193     575,360     253,740     2,085,276     2,914,376  

Held-to-maturity financial assets

   119,945     —       —       119,945     154,103     —       —       154,103  

Other assets

   580     —       —       580     555     —       15,038     15,593  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
1,592,509   5,394,942   2,044,743   9,032,194     1,686,900     4,961,005     2,724,353     9,372,348  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

        

Other

   1,200     —       658     1,858  
  

 

   

 

   

 

   

 

 
  W1,200     —       658     1,858  
  

 

   

 

   

 

   

 

 

   2015 
   Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets:

        

Loans

  W302,074     5,683,497     38,013     6,023,584  

Trading assets

   1,793,038     44,733     —       1,837,771  

Derivative assets

   16,722     —       —       16,722  

Available-for-sale financial assets

   2,541,137     442,646     2,356,212     5,339,995  

Held-to-maturity financial assets

   2,496,659     —       —       2,496,659  

Other assets

   560     2,984     207     3,751  
  

 

 

   

 

 

   

 

 

   

 

 

 
   7,150,190     6,173,860     2,394,432     15,718,482  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

        

Derivative liabilities

   8     —       —       8  

Other

   134     214     322     670  
  

 

 

   

 

 

   

 

 

   

 

 

 
  W142     214     322     670  
  

 

 

   

 

 

   

 

 

   

 

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

49.48.Interests in unconsolidated structured entities (continued)

 

   2014 
   Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets:

        

Loans

  383,011     4,658,388     613,089     5,654,488  

Trading assets

   573,919     48,877     10,950     633,746  

Derivative assets

   42     —       —       42  

Available-for-sale financial assets

   575,360     253,740     2,085,276     2,914,376  

Held-to-maturity financial assets

   154,103     —       —       154,103  

Other assets

   555     —       15,038     15,593  
  

 

 

   

 

 

   

 

 

   

 

 

 
 1,686,900   4,961,005   2,724,353   9,372,348  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Other

 1,200   —     658   1,858  
  

 

 

   

 

 

   

 

 

   

 

 

 
1,200   —     658   1,858  
  

 

 

   

 

 

   

 

 

   

 

 

 

ii) Exposure to risk relating to its interests in unconsolidated structured entities as of December 31, 20132014 and 20142015 are as follows:

 

  2013   2014 
  Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total   Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets held

  1,592,509     5,394,942     2,044,743     9,032,194    W1,686,991     4,961,049     2,724,352     9,372,392  

ABS and ABCP commitments

   157,000     183,800     18,913     359,713     325,195     167,000     103,702     595,897  

Loan commitments

   1,258,531     783,639     18,449     2,060,619     1,631,113     229,540     26,454     1,887,107  

Guarantees

   —       5,410     —       5,410     —       28,888     —       28,888  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
3,008,040   6,367,791   2,082,105   11,457,936    W3,643,299     5,386,477     2,854,508     11,884,284  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014 
  Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets held

  1,686,991     4,961,049     2,724,352     9,372,392  

ABS and ABCP commitments

   325,195     167,000     103,702     595,897  

Loan commitments

   1,631,113     229,540     26,454     1,887,107  

Guarantees

   —       28,888     —       28,888  
  

 

   

 

   

 

   

 

 
3,643,299   5,386,477   2,854,508   11,884,284  
  

 

   

 

   

 

   

 

 

   2015 
   Assets-backed
securitization
   Structured
financing
   Investment
fund
   Total 

Assets held

  W7,150,190     6,173,860     2,394,432     15,718,482  

ABS and ABCP

commitments

   1,093,171     121,134     74,328     1,288,633  

Loan commitments

   1,589,389     475,091     13,500     2,077,980  

Guarantees

   65,000     43,240     —       108,240  
  

 

 

   

 

 

   

 

 

   

 

 

 
  W9,897,750     6,813,325     2,482,260     19,193,335  
  

 

 

   

 

 

   

 

 

   

 

 

 

49.Business Combinations

(a)General information

On August 14, 2015, the Group acquired 40% of voting shares of PT Bank Metro Express (“BME”), a local bank located in Indonesia. Subsequently, on November 30, 2015, the Group acquired additional 50% of voting shares of BME, and also participated in the increase of the paid-in capital of BME, which made the Group’s total shareholding of BME up to 97.76%. In addition, on December 18, 2015, the Group acquired 75% of voting shares of PT Centratama Nasional Bank (“CNB”), another local bank also located in Indonesia, and obtained the control of CNB.

On December 1, 2015, the Group obtained control of Swadharma Indotama Finance, a finance company located in Indonesia, by acquiring 50% + 1 of the shares and changed the company’s name to Shinhan Indo Finance. In addition, on July 16, 2015, the Group obtained control of Nam An Securities Co., Ltd. in Vietnam by acquiring 100% of its shares.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

49.Interests in unconsolidated structured entitiesBusiness Combinations (continued)

 

(b)The fair value of assets and liabilities

iii) LossesThe fair value of assets acquired and liabilities assumed by acquisition of BME, CNB, Shinhan Indo Finance and Nam An Securities as of acquisition dates were as follows:

   BME (*1, 2)   CNB (*3)   Shinhan Indo
Finance
   Nam An
Securities
 

Asset:

        

Cash and due from banks

  W35,509     23,577     602     3,258  

Loans and receivables

   136,086     51,443     67,982     —    

Property and equipment

   4,176     3,815     2,629     1  

Other assets

   3,195     782     108     90  
  

 

 

   

 

 

   

 

 

   

 

 

 
   178,966     79,617     71,321     3,349  

Liabilities:

        

Deposits

   84,253     66,179     —       56  

Borrowings

   —       —       54,757     —    

Provisions

   1,523     837     225     4  

Other liabilities

   773     520     837     9  
  

 

 

   

 

 

   

 

 

   

 

 

 
   86,549     67,536     55,819     69  
  

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of the identifiable assets

acquired and liabilities assumed

  W92,417     12,081     15,502     3,280  
  

 

 

   

 

 

   

 

 

   

 

 

 

(*1)Loans were measured as carrying amount since the difference between fair value and carrying amount was not significant.
(*2)Identifiable intangible assets represent the estimated amount of cost savings of deposits which were discounted to the present value.
(*3)The Group utilized the CNB’s financial statements since the accounting treatments for a business combination has not been completed by the end of the reporting period.

(c)Goodwill

Goodwill arising from the acquisitions has been recognized as follows:

   BME   CNB   Shinhan Indo
Finance
   Nam An
Securities
 

Consideration transferred (Cash)

  W98,391     30,782     10,600     4,498  

Fair value of previously held equity interest

   25,273     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 
   123,664     30,782     10,600     4,498  

Fair value of identifiable net assets

   (92,417   (12,081   (15,502   (3,280

Non-controlling interest (*)

   2,070     3,020     7,751     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill

  W33,317     21,721     2,849     1,218  
  

 

 

   

 

 

   

 

 

   

 

 

 

(*)Non-controlling interests were measured in proportionate interest in the recognized amount of the fair value of identifiable net assets.

(d)Acquisition-related costs

The Group incurred relatingacquisition-related costs ofW2,638 million on legal fees and due diligence costs. These costs were included in the administrative expenses.

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Group’s interests in unconsolidated structured entities for the years ended December 31, 2013 and 2014 were as follows:Consolidated Financial Statements

(In millions of won)

   2013   2014 

Losses on:

    

Asset-backed securitization

  1,801     987  

Structured financing

   —       —    

Investment fund

   18,866     42,429  
  

 

 

   

 

 

 
20,667   43,416  
  

 

 

   

 

 

 

 

50.Condensed Shinhan Financial Group (Parent Company only) Financial Statements

STATEMENTS OF FINANCIAL POSITION

 

  December 31,
2013
   December 31,
2014
   December 31,
2014
   December
31, 2015
 

Assets

        

Deposits with banking subsidiary

  385     120,790    W120,790     500,815  

Receivables from subsidiaries:

        

Non-banking subsidiaries

   1,377,083     1,337,083     1,337,083     1,234,622  

Investment (at equity) in subsidiaries:

        

Banking subsidiaries

   13,918,614     13,859,864     13,859,864     13,859,864  

Non-banking subsidiaries

   11,343,295     11,343,295     11,343,295     11,343,295  

Trading asset

   520,116     69,338     69,338     517,597  

Property, equipment and intangible assets, net

   7,667     7,122     7,122     5,151  

Other assets

        

Banking subsidiaries

   170,545     203,958     203,958     59,014  

Non-banking subsidiaries

   124,373     149,473     149,473     148,921  

Other

   2,567     3,625     3,625     6,208  
  

 

   

 

   

 

   

 

 

Total assets

 27,424,645   27,094,548     27,094,548     27,675,487  
  

 

   

 

   

 

   

 

 

Liabilities and equity

    

Borrowings

 7,500   7,500     7,500     5,000  

Debt securities issued

 7,098,797   6,451,436     6,451,436     6,642,830  

Accrued expenses & other liabilities

 343,876   400,493     400,493     246,671  
  

 

   

 

   

 

   

 

 

Total liabilities

 7,450,173   6,859,429     6,859,429     6,894,501  
  

 

   

 

   

 

   

 

 

Equity

 19,974,472   20,235,119     20,235,119     20,780,986  
  

 

   

 

   

 

   

 

 

Total liabilities and equity

27,424,645   27,094,548    W27,094,548     27,675,487  
  

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

50.Condensed Shinhan Financial Group (Parent Company only) Financial Statements (continued)

 

CONDENSED STATEMENTS OF INCOME

 

  2012   2013   2014   2013   2014   2015 

Income

            

Dividends from banking subsidiaries

  390,000     451,132     361,524    W451,132     361,524     451,524  

Dividends from non-banking subsidiaries

   410,223     469,043     561,210     469,043     561,210     611,823  

Interest income from banking subsidiaries

   10,431     2,916     1,201     2,916     1,201     2,429  

Interest income from non-banking subsidiaries

   57,366     58,948     57,163     58,948     57,163     56,443  

Other income

   126,605     127,159     80,879     127,159     80,879     80,122  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total income

 994,625   1,109,198   1,061,977     1,109,198     1,061,977     1,202,341  
  

 

   

 

   

 

   

 

   

 

   

 

 

Expenses

      

Interest expense

 (341,678 (310,438 (271,909   (310,438   (271,909   (241,312

Other expense

 (62,631 (67,552 (127,938   (67,552   (127,938   (69,255
  

 

   

 

   

 

   

 

   

 

   

 

 

Total expenses

 (404,309 (377,990 (399,847   (377,990   (399,847   (310,567
  

 

   

 

   

 

   

 

   

 

   

 

 

Profit before income tax expense

 590,316   731,208   662,130     731,208     662,130     891,774  
  

 

   

 

   

 

   

 

   

 

   

 

 

Income tax expense (benefit)

 (1,178 (430 (493

Income tax benefit

   (430   (493   (1,267
  

 

   

 

   

 

   

 

   

 

   

 

 

Profit for the year

591,494   731,638   662,623    W731,638     662,623     893,041  
  

 

   

 

   

 

   

 

   

 

   

 

 

SHINHAN FINANCIAL GROUP CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(In millions of won)

 

50.Condensed Shinhan Financial Group (Parent Company only) Financial Statements (continued)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

  2012   2013   2014   2013   2014   2015 

Cash flows from operating activities

            

Profit before income taxes

  590,316     731,208     662,130    W731,208     662,130     891,774  

Non-cash items included in profit before tax

   (523,918   (666,455   (645,338   (666,455   (645,338   (876,454

Changes in operating assets and liabilities

   1,737,232     (401,830   447,013     (401,830   447,013     (456,937

Net interest paid

   (246,380   (241,414   (213,993   (241,414   (213,993   (182,277

Dividend received from subsidiaries

   800,223     919,805     922,734     919,805     922,734     1,063,347  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by operating activities

 2,357,473   341,314   1,172,546     341,314     1,172,546     439,453  
  

 

   

 

   

 

   

 

   

 

   

 

 

Cash flows from investing activities

      

Loan origination (collection) to non-banking subsidiaries

 (255,000 22,500   —       22,500     —       102,500  

Acquisition of subsidiary

 (166,094 (45,813 —       (45,813   —       —    

Other, net

 11,327   (448 (565   (448   (565   (205
  

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by (used in) investing activities

 (409,767 (23,761 (565   (23,761   (565   102,295  
  

 

   

 

   

 

   

 

   

 

   

 

 

Cash flows from financing activities

      

Repayments of preferred stock

 (3,765,124 —     —    

Issuance of preferred stock and other equity instrument

 298,861   —     —    

Issuance of hybrid bonds

   —       —       199,455  

Net changes in borrowings

 5,000   (2,500 —       (2,500   —       (2,500

Issuance of debt securities issued

 1,296,510   1,596,525   818,238     1,596,525     818,238     1,497,553  

Repayments of securities issued

 (1,140,000 (1,700,000 (1,470,000   (1,700,000   (1,470,000   (1,310,000

Dividend paid

 (650,697 (424,014 (399,791   (424,014   (399,791   (546,160
  

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by (used in) financing activities

 (3,955,450 (529,989 (1,051,553

Net cash used in financing activities

   (529,989   (1,051,553   (161,652
  

 

   

 

   

 

   

 

   

 

   

 

 

Net increase (decrease) in cash and cash equivalents

 (2,007,744 (212,436 120,428     (212,436   120,428     380,096  

Cash and cash equivalents at beginning of year

 2,220,562   212,818   382     212,818     382     120,810  
  

 

   

 

   

 

   

 

   

 

   

 

 

Cash and cash equivalents at end of year

212,818   382   120,810    W382     120,810     500,906  
  

 

   

 

   

 

   

 

   

 

   

 

 

INDEX OF EXHIBITS

 

  1.1Articles of Incorporation, last amended as of March 25, 201524, 2016 (in English)†
  2.1Form of Common Stock Certificate (in English) † *
  2.2Form of Deposit Agreement to be entered into among Shinhan Financial Group, Citibank, N.A., as depositary, and all owners and holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipt*
  2.3Long-term debt instruments of Shinhan Financial Group, Shinhan Bank and other consolidated subsidiaries for which financial statements are required to be filed are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Shinhan Financial Group agrees to furnish the Commission on request a copy of any instrument defining the rights of holders of its long-term debt and that of any subsidiary for which consolidated or unconsolidated financial statements are required to be filed.*
  4.1Stock Purchase Agreement by and between Korea Deposit Insurance Corporation and Shinhan Financial Group dated July 9, 2003**
  4.2Investment Agreement by and between Shinhan Financial Group and Korea Deposit Insurance Corporation dated July 9, 2003*
  4.3Agreed Terms, dated June 22, 2004, by and among the President of Korea Deposit Insurance Corporation, CEO of Shinhan Financial Group, CEO of Chohung Bank, Chairman of the National Financial Industry Labor Union of Korea and the Head of the Chohung Bank Chapter of the National Financial Industry Labor Union*
  4.4Merger Agreement between Shinhan Bank and Chohung Bank (in English) † ***
  4.5Split-Merger Agreement between Shinhan Card and Chohung Bank (in English) † ***
  4.6

Form of Share Purchase Agreement, dated January 17, 2007, by and between Shinhan Financial Group and the holders of the redeemable preferred shares and the redeemable convertible shares issued by Shinhan Financial Group as part of the funding for the acquisition of LG Card Co., Ltd.

(in (in English) †****

  4.7LG Card Acquisition Agreement, dated 2006, between Korea Development Bank and 13 other financial institutions, on the one hand, and Shinhan Financial Group†*****
  8.1List of all subsidiaries of Shinhan Financial Group
12.1Certifications of our Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act
12.2Certifications of our Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act
13.1Certifications of our Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of the United States Code (18 U.S.C. 1350)
13.2Certifications of our Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of the United States Code (18 U.S.C. 1350)

 

A fair and accurate translation from Korean into English.
*Incorporated by reference to the registrant’s previous filing on Form 20-F (No. 001-31798), filed on September 15, 2003.
**Incorporated by reference to the registrant’s previous filing on Form 20-F (No. 001-31798), filed on September 15, 2003. Confidential treatment has been requested for certain portions of the Stock Purchase Agreement.
***Incorporated by reference to the registrant’s previous filing on Form 20-F (No. 001-31798), filed on June 30, 2006.
****Incorporated by reference to the registrant’s previous filing on Form 20-F (No. 001-31798), filed on June 29, 2007.
*****Incorporated by reference to registrant’s previous filing on Form 20-F (No. 001-31798), filed on June 30, 2008.

 

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