UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2019
Commission File Number:000-53445
KB Financial Group Inc.
(Translation of registrant’s name into English)
26,Gukjegeumyung-ro8-gil,Yeongdeungpo-gu, Seoul 07331, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of a Form6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of a Form6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form6-K submission or other Commission filing on EDGAR.
Results of the Annual General Meeting of Shareholders
of KB Financial Group Inc. for Fiscal Year 2018
On March 27, 2019, KB Financial Group Inc. held its annual general meeting of shareholders for fiscal year 2018, and all agenda items were approved and ratified as set forth below.
Agenda:
| 1) | Approval of financial statements and the proposed dividend payment for fiscal year 2018: |
Approved as originally proposed.
| 2) | Amendment of the articles of incorporation: Approved as originally proposed. |
| 3) | Appointment of directors (threenon-executive directors) |
| 3-1) | Mr. Suk Ryul Yoo,non-executive director candidate: |
Approved as originally proposed.
| 3-2) | Mr. Stuart B. Solomon,non-executive director candidate: |
Approved as originally proposed.
| 3-3) | Mr. Jae Ha Park,non-executive director candidate: |
Approved as originally proposed.
| 4) | Appointment of a non-executive director, who will serve as a member of the Audit Committee |
Mr. Kyung Ho Kim,non-executive director candidate: Approved as originally proposed.
| 5) | Appointment of members of the Audit Committee, who arenon-executive directors |
| 5-1) | Mr. Suk Ho Sonu, Audit Committee member candidate: |
Approved as originally proposed.
| 5-2) | Mr. Kouwhan Jeong, Audit Committee member candidate: |
Approved as originally proposed.
| 5-3) | Mr. Jae Ha Park, Audit Committee member candidate: |
Approved as originally proposed.
| 6) | Approval of the aggregate remuneration limit for directors: |
Approved as originally proposed.
Details of Approved Agenda Items
| • | Key items of the approved financial statements for fiscal year 2018 |
| - | Consolidated financial statements for fiscal year 2018(1) |
| (In millions of Won, except per share amount) | ||||
Total assets | 479,588,298 | |||
Total liabilities | 443,875,271 | |||
Share capital | 2,090,558 | |||
Total shareholders’ equity | 35,713,027 | |||
Total operating revenue(2) | 42,027,106 | |||
Net operating income | 4,267,481 | |||
Profit for the period(3) | 3,061,946 | |||
Basic earnings per share (Won) | 7,721 | |||
| Note: | (1) | Based on the International Financial Reporting Standards as adopted by the Republic of Korea. | ||
| (2) | Represents the sum of interest income, fee and commission income, insurance income, gain on financial assets/liabilities at fair value through profit and loss and other operating income. | |||
| (3) | Represents total profit for the period, including profit attributable tonon-controlling interests. |
| - | Separate financial statements for fiscal year 2018(1) |
| (In millions of Won, except per share amount) | ||||
Total assets | 25,623,074 | |||
Total liabilities | 6,551,839 | |||
Share capital | 2,090,558 | |||
Total shareholders’ equity | 19,071,235 | |||
Total operating revenue(2) | 1,115,279 | |||
Net operating income | 928,987 | |||
Profit for the period | 925,905 | |||
Basic earnings per share (Won) | 2,335 | |||
| Note: | (1) | Based on the International Financial Reporting Standards as adopted by the Republic of Korea. | ||
| (2) | Represents the sum of interest income, fee and commission income, gain on financial assets/liabilities at fair value through profit and loss and other operating income. |
| • | Declaration of Dividends |
A cash dividend of KRW 1,920 per common share was declared
| - | Total dividend amount: KRW 759,736,452,480 |
| - | Dividend yield: 4.0% |
| • | AppointedNon-Executive Directors and Audit Committee Members |
| - | Number of newly appointed orre-appointednon-executive directors: 4 |
| - | Number of newly appointed orre-appointed members of the Audit Committee: 4 |
| • | Total Number of Directors and Audit Committee Members Following Appointment |
| - | Directors: 9 (including 7non-executive directors) |
| - | Members of the Audit Committee, who arenon-executive directors: 4 |
Details regarding newly appointed orre-appointednon-executive directors
Name | Date of Birth | Career (including current position) | Name of Other Entities of Which the Nominee Serves as a Director | Term of Office | Note | |||||
| Suk Ryul Yoo | April 1950 | • Visiting Professor, Seoul National University • Chairman, Credit Finance Association • President & CEO, Samsung Total Petrochemicals Co., Ltd. • President & CEO, Samsung Card Co., Ltd. • President & CEO, Samsung Life Insurance Co., Ltd. • President & CEO, Samsung Securities Co., Ltd. • President & CEO, Samsung Capital Co., Ltd. | President & CEO, Jungmok | 1 year | Re-appointed | |||||
| Stuart B. Solomon | July 1949 | • Chairman, Metlife Insurance Co. of Korea, Ltd. • President & CEO, Metlife Insurance Co. of Korea, Ltd. • Executive Vice President & Representative Director, Metlife Insurance Co. of Korea, Ltd. • Executive Managing Director, Metlife Insurance Co. of Korea, Ltd. | — | 1 year | Re-appointed | |||||
Name | Date of Birth | Career (including current position) | Name of Other Entities of Which the Nominee Serves as a Director | Term of Office | Note | |||||
Jae Ha Park | November 1957 | • Senior Research Fellow, Korea Institute of Finance (Current) • Deputy Dean, Asian Development Bank Institute • Vice President, Korea Institute of Finance • Vice Chairman, Korea Money and Finance Association • Senior Counselor to the Minister, Ministry of Economy and Finance • Outside Director, Shinhan Bank • Outside Director, Daewoo Securities Co., Ltd. • Outside Director, Jeonbuk Bank | — | 1 year | Re-appointed | |||||
Kyung Ho Kim | December 1954 | • Professor, Hongik University School of Business Administration (Current) • Vice President, Hongik University • Outside Director, Shinhan Investment Corp. • Outside Director, Citibank Korea Inc. • Vice Chairman, Korea Accounting Standards Board • President, The Korean Association for Government Accounting | — | 2 years | Newly appointed | |||||
Details regarding newly appointed orre-appointed members of the Audit Committee, who arenon-executive directors
Name | Date of Birth | Career (including current position) | Term of Office | Note | ||||
Suk Ho Sonu | September 1951 | • Visiting Professor, Seoul National University Business School • President, Korea Money and Finance Association • President, Korea Finance Association • Dean, Hongik University Graduate School of Business Administration | 1 year | Re-appointed | ||||
Kouwhan Jeong | September 1953 | • President Attorney at Law, Nambujeil Law and Notary Office Inc. (Current) • Branch Chief Prosecutor, Bucheon Branch Office, Incheon District Prosecutor’s Office • Standing Mediator, Korea Medical Dispute Mediation and Arbitration • Chairperson, Consumer Dispute Settlement Commission, Korea Consumer Agency | 1 year | Re-appointed | ||||
Jae Ha Park | November 1957 | • Senior Research Fellow, Korea Institute of Finance (Current) • Deputy Dean, Asian Development Bank Institute • Vice President, Korea Institute of Finance • Vice Chairman, Korea Money and Finance Association • Senior Counselor to the Minister, Ministry of Economy and Finance • Outside Director, Shinhan Bank • Outside Director, Daewoo Securities Co., Ltd. • Outside Director, Jeonbuk Bank | 1 year | Re-appointed | ||||
Name | Date of Birth | Career (including current position) | Term of Office | Note | ||||
Kyung Ho Kim | December 1954 | • Professor, Hongik University School of Business Administration (Current) • Vice President, Hongik University • Outside Director, Shinhan Investment Corp. • Outside Director, Citibank Korea Inc. • Vice Chairman, Korea Accounting Standards Board • President, The Korean Association for Government Accounting | 1 year | Newly appointed | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KB Financial Group Inc. | ||||||
| (Registrant) | ||||||
| Date: March 27, 2019 | By: | /s/Ki-Hwan Kim | ||||
| (Signature) | ||||||
| Name: | Ki-Hwan Kim | |||||
| Title: | Deputy President and Chief Finance Officer | |||||
