- KB Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
-
Insider
- Institutional
- Shorts
-
6-K Filing
KB Financial (KB) 6-KCurrent report (foreign)
Filed: 9 Mar 21, 6:39am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2021
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrant’s name into English)
26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul 07331, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On March 9, 2021, KB Financial Group Inc. furnished a public notice regarding the convocation of its annual general meeting of shareholders for fiscal year 2020.
The agenda for the annual general meeting of shareholders to be held on March 26, 2021 is currently being distributed to shareholders of KB Financial Group Inc. for their reference as they exercise their voting rights.
Agenda:
1) | Approval of financial statements and the proposed dividend payment for fiscal year 2020 |
2) | Appointment of four non-executive directors |
2-1) | Non-Executive Director Candidate: Stuart B. Solomon |
2-2) | Non-Executive Director Candidate: Suk Ho Sonu |
2-3) | Non-Executive Director Candidate: Myung Hee Choi |
2-4) | Non-Executive Director Candidate: Kouwhan Jeong |
3) | Appointment of a non-executive director, who will serve as a member of the Audit Committee |
Non-Executive Director Candidate: Kyung Ho Kim
4) | Appointment of members of the Audit Committee, who are non-executive directors |
4-1) | Audit Committee Member Candidate: Suk Ho Sonu |
4-2) | Audit Committee Member Candidate: Myung Hee Choi |
4-3) | Audit Committee Member Candidate: Gyutaeg Oh |
5) | Approval of the aggregate remuneration limit for directors |
Agenda for Annual General Meeting of Shareholders for Fiscal Year 2020
Agendum 1. Approval of Financial Statements and the Proposed Dividend Payment for Fiscal Year 2020
Please find the following Exhibits attached to this document:
Exhibit Index
99.1 | ||
99.2 |
KB Financial Group Inc.’s separate and consolidated financial statements, including the Independent Auditor’s Reports and the notes to the financial statements, are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
For the proposed dividend payment amount for fiscal year 2020, please refer to Separate Statements of Appropriation of Retained Earnings of the Separate Financial Statements for Fiscal Year 2020 included in Exhibit 99.1 attached hereto.
Agendum 2. Appointment of Four Non-Executive Directors
Agendum | Name | Date of Birth | Nominator | BoD Meeting Attendance Rate for Prior Year(1) | Term of Office | |||||
2-1) Appointment of Non-Executive Director | Stuart B. Solomon | 07/17/1949 | Non-Executive Director Nominating Committee | 100% | 1 year | |||||
2-2) Appointment of Non-Executive Director | Suk Ho Sonu | 09/16/1951 | Non-Executive Director Nominating Committee | 100% | 1 year | |||||
2-3) Appointment of Non-Executive Director | Myung Hee Choi | 02/22/1952 | Non-Executive Director Nominating Committee | 100% | 1 year | |||||
2-4) Appointment of Non-Executive Director | Kouwhan Jeong | 09/30/1953 | Non-Executive Director Nominating Committee | 100% | 1 year |
Note: | (1) For the period from January 1, 2020 to December 31, 2020 |
Nominees for Non-Executive Directors(1)(2)(3)
Name | Main Position | Career | ||||
Stuart B. Solomon (Re-appointment) | — | • Sep.2009~ Dec.2011 | • Chairman, Metlife Insurance Co. of Korea, Ltd. | |||
Suk Ho Sonu (Re-appointment) | • Visiting Professor, School of Business Administration, Hongik University | • Mar.2017~ Present | • Visiting Professor, School of Business Administration, Hongik University | |||
• Mar.2018~ Present | • Advisory Committee Member, Korea Institute of Finance | |||||
• Dec.2016~ Dec.2020 | • President’s Advisory Committee Member, Korea Asset Management Corporation | |||||
• Mar.2017~ Feb.2019 | • Visiting Professor, Business School, Seoul National University | |||||
• Mar.2017~ Feb.2018 | • Visiting Scholar, Korea Institute of Finance | |||||
• Mar.1991~ Feb.2017 | • Assistant Professor/Associate Professor/Professor, School of Business Administration, Hongik University • Dean, Graduate School of Business Administration, Hongik University | |||||
• Dec.2003~ Feb.2017 | • Investment Management Committee Member, Korea Credit Guarantee Fund | |||||
• Mar.2002~ Dec.2014 | • Civil Advisory Committee Member (Financial Services), Ministry of Foreign Affairs | |||||
• May 2002~ Feb.2014 | • Research Scholar and Head of Research, Korea Corporate Governance Service | |||||
• Nov.2006~ Apr.2012 | • Non-Executive Director, LG Fashion Corp. | |||||
• Apr.2011~ Oct.2011 | • Financial Supervision Innovation Initiatives Task Force Member, Office for Government Policy Coordination, Prime Minister’s Secretariat | |||||
Myung Hee Choi (Re-appointment) | • Vice President, Korea Internal Control Assessment Institute | • Oct.2011~ Present | • Vice President, Korea Internal Control Assessment Institute | |||
• Mar.2014~ Mar.2017 | • Auditor, Gigalane Corporation | |||||
• Mar.2005~ Apr.2011 | • Self-Evaluation Committee Member, Financial Services Commission | |||||
• Mar.2009~ Mar.2011 | • Vice President, Korea Exchange Bank (Ombudsman) | |||||
Kouwhan Jeong (Re-appointment) | • Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. | • Sep.2019~ Present | • Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. | |||
• Dec.2017~ Sep.2019 | • President Attorney at Law, Nambujeil Law and Notary Office Inc. | |||||
• May 2016~ Dec.2017 | • Attorney at Law, Nambujeil Law and Notary Office Inc. | |||||
• Apr.2013~ Aug.2014 | • Standing Mediator, Korea Medical Dispute Mediation and Arbitration Agency |
Note: | (1) | Pursuant to Article 3 of the Internal Rules on Governance Structure of KB Financial Group Inc., details regarding the recommendation of non-executive director candidates have been posted on the website of KB Financial Group Inc. as well as the website of the Korea Federation of Banks. | ||
(2) | None of the nominees (i) has engaged in any transaction with KB Financial Group Inc. in the past three years or (ii) has any relationship with the largest shareholder of KB Financial Group Inc. | |||
(3) | None of the nominees (i) owes any delinquent taxes, (ii) belongs to the management of an insolvent company or (iii) is subject to any legal grounds for disqualification. |
Goals and Objectives of Non-Executive Director Nominees
Name | Goals and Objectives | |
Stuart B. Solomon | • Provide expert and practical advice to the Board of Directors in an effort to promote stability and transparency in corporate governance-related matters of KB Financial Group Inc. (the “Group”) by leveraging extensive experience as the CEO of an international finance company.
• Seek new ways to promote the Group’s balanced growth by creating synergy among the Group’s non-banking subsidiaries, including its insurance subsidiaries, to strengthen the Group’s strategy relating to its non-banking portfolio.
• Advise on and supervise the process of realizing the Group’s global strategy by applying new global perspectives and trends in international financial markets.
• As a non-Korean nominee, improve shareholder value by sharing with the Board of Directors the views of the Group’s foreign shareholders through proactive communication with such shareholders.
• Keep the management in check as a non-executive director by maintaining independence, and by considering not only the interests of shareholders and the Group, but also those of other stakeholders. | |
Suk Ho Sonu | • Contribute to the Group’s sustainable growth and corporate value by providing timely advice in order to respond pre-emptively to the changing business environment, based on extensive experience in finance and risk management.
• Provide detailed advice in furtherance of achieving the Group’s mid— to long—term goals based on extensive knowledge about the Group accumulated from the past three years of service as a non-executive director.
• Contribute to the stability of the Group’s corporate governance structure by continuously overseeing the management succession program and its effectiveness in evaluating and fostering qualified management members.
• Contribute to the Board of Director’s function in maintaining checks and balances within the Group’s corporate governance structure and ensuring that the Board of Directors is able to provide diverse solutions to various issues at hand.
• Maintain independence as a non-executive director and act in the best interest of both the shareholders and customers of the Group. | |
Myung Hee Choi | • Provide reasonable solutions and actively communicate with the management in order to allow the Group to keep its commitment to shareholders, other stakeholders and customers in representing their interests and improving the level of their trust in the Group.
• Based on deep expertise in financial supervision and internal control, closely supervise whether the management establishes adequate risk management policies and internal control policies.
• Contribute to the Group’s long-term growth by providing strategic guidance based on an accurate analysis of the Group’s current tasks at hand as well as a pursuit of new business opportunities.
• Maintain independence as a non-executive director and supervise the activities of the management to promote the interests of shareholders and other stakeholders of the Group. | |
Kouwhan Jeong | • As a legal expert, contribute to minimizing the Group’s legal risks by monitoring such risks and providing fair and reasonable legal advice.
• Advise on and monitor the Group’s consumer protection systems and its adherence to the Financial Consumer Protection Law by drawing upon past experiences in the area of consumer protection.
• Diligently carry out the checks and balances function of the Board of Directors, and ensure that the Group is able to successfully execute on its core values and strategies.
• Similar to past experience in the prosecutor’s office marked by fairness and integrity, maintain independence as a member of the Board of Directors and act in the best interest of all shareholders and financial customers. |
The Board of Directors’ Reasons for Recommending the Nominees
Name | Reasons for Recommendation | |
Stuart B. Solomon | • The nominee is an expert in financial management based on his extensive experience having worked at the New York branch of Korea Exchange Bank and having served as the CEO of an international insurance company for ten years. During his tenure as a non-executive director of the Group, he leveraged his expertise in the insurance sector to continuously advise the Group on strategies aimed at strengthening its non-banking portfolio and provided professional and practical guidance throughout the process of acquiring Prudential Life Insurance Company of Korea, Ltd. by advising on, among others, price, conditions of the acquisition and incorporation strategies subsequent to the acquisition.
• In addition, he assisted the Board of Directors in making important decisions relating to various acquisitions both domestically and abroad by providing expert and timely opinion based on his extensive knowledge and sharp insight obtained from his experience in finance company management. In particular, as a member of the Risk Management Committee, he anticipated certain changes in key risk factors associated with the acquisition of Bukopin Bank of Indonesia, and provided guidance relating to management of such risks by adjusting risk limits, among others. In addition, as a member of the Non-Executive Director Nominating Committee, he helped prepare the Group for rapid changes in the digital finance industry by advising that the Group expand its pool of non-executive director candidates to include those with expertise in the fintech and artificial intelligence industries.
• The Board of Directors recommends this nominee to be re-elected as a non-executive director for his great contributions to the Group’s growth by continuously assessing and resolving issues in a number of critical areas of the Group’s management, including investor relations, insurance business and global operations. | |
Suk Ho Sonu | • The nominee is a finance and risk management expert who has served as the president of financial think tanks such as the Korea Finance Association and the Korea Money and Finance Association. He also has extensive experience in corporate governance, having served for over ten years as a research scholar and the head of corporate governance research at the Korea Corporate Governance Services. During his time at the Korea Corporate Governance Services, he engaged in various ESG (environmental, social and governance) related work, including researching ESG evaluation models, revising ESG principles, and assigning ESG ratings, which has given him deep insight into the field of ESG.
• During his tenure as a non-executive director of the Group, the nominee displayed his experience and leadership skills in leading the Board of Directors as chairman, maintaining checks and balances and closely communicating with the management and other non-executive directors to ensure an efficient operation of the Board of Directors. Furthermore, upon the expiration of the term of the Group’s CEO, he led the management succession process in a fair and transparent manner as chairman of the CEO Nominating Committee. He also communicated closely with various stakeholders, including shareholders and employees of the Group, in order to appoint the most qualified CEO for the Group. Finally, as a member of the Subsidiaries’ CEO Director Nominating Committee, he provided advice on expanding the candidate pool to include more candidates who could potentially contribute to the Group’s global business.
• The Board of Directors believes that the nominee’s contributions were essential for the Group’s growth, and thereby recommends this nominee to be re-elected as a non-executive director of the Group. |
Name | Reasons for Recommendation | |
Myung Hee Choi | • The nominee is an expert in finance and internal controls, having previously served as the Senior Operations Officer at Citibank Korea Inc., an auditor at the Korea Exchange Bank and a Director at the Financial Supervisory Service. Whenever the Group faced issues relating to internal control or compliance, she leveraged her expertise to analyze the problem and provide reasonable solutions, thereby contributing greatly to the Group as a non-executive director.
• During her tenure as a non-executive director of the Group, she served admirably as the chairman of the Non-Executive Director Nominating Committee in implementing an exemplary recommendation process and in maintaining the independence of the committee. In anticipating changes in corporate governance and related regulation, she pre-emptively made changes to the required expertise of potential candidates and has added many new candidates to the Group’s candidate pool of non-executive directors.
• As a member of the Evaluation and Compensation Committee, she improved the evaluation process by advising on the qualitative factors in relation to the Group’s performance evaluation systems. As a member of the Audit Committee, she supervised the Group’s internal control system so that it could adequately respond to the limitations in conducting foreign audits due to the COVID-19 pandemic.
• The Board of Directors therefore recommends this nominee to be re-elected as a non-executive director in light of her significant contributions to the Group. | |
Kouwhan Jeong | • The nominee is a legal expert, having spent 30 years in the legal field including as a public prosecutor. He also has great expertise in consumer protection, having dealt with a number of related issues while serving as the chairperson of the Consumer Dispute Settlement Commission and as a standing mediator at the Korea Medical Dispute Mediation and Arbitration Agency.
• During his tenure as a non-executive director of the Group, he served admirably as the chairman of the Evaluation and Compensation Committee, developing the framework and principles behind the Group’s compensation structure, and displaying great leadership in keeping the management in check.
• In furtherance of the Group’s initiative to change the performance evaluation system, he played a key role in implementing periodic inspections of the new system’s operation status, for which he also developed a self-evaluation mechanism. As a member of the Risk Management Committee, he proposed specific methods for raising awareness among employees about internal control and preventing financial accidents, especially for subsidiaries that are more vulnerable to such accidents. As a member of the Non-Executive Director Nominating Committee, he improved the level of efficiency in managing the candidate pool by providing constructive opinions regarding the necessary professional background and expertise for candidates. As an expert in law and consumer protection, he helped to pre-emptively prepare the Group for amendments to the Financial Consumer Protection Act.
• The Board of Directors therefore recommends this nominee to be re-elected as a non-executive director based on his significant contributions to the Group. |
Agendum 3. Appointment of Non-Executive Director, Who Will Serve as a Member of the Audit Committee(1)
Agendum | Name | Date of Birth | Nominator | BoD | Term of Office | |||||
3) Appointment of Non-Executive Director, Who Will Serve as a Member of the Audit Committee | Kyung Ho Kim | 12/21/1954 | Non-Executive Director Nominating Committee and Audit Committee Member Nominating Committee | 100% | 1 year |
Note: (1) | The above appointment of a non-executive director, who will serve as a member of the Audit Committee, will take place separately from the appointment of other directors, pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies. |
(2) | For the period from January 1, 2020 to December 31, 2020. |
Nominee for Non-Executive Director, Who Will Serve as a Member of the Audit Committee(1)(2)(3)
Name | Main Position | Career | ||||
Kyung Ho Kim (Re-appointment) | — | • Aug.1991~ Feb.2020 | • Professor, School of Business Administration, Hongik University | |||
• Mar.2015~ Feb.2019 | • Non-Executive Director, Citibank Korea Inc. | |||||
• Mar.2017~ Aug.2018 | • Vice President, Hongik University | |||||
• Aug.2016~ Dec.2017 | • Local Government Accounting Standards Committee Member, Ministry of the Interior and Safety | |||||
• Apr.2015~ Dec.2017 | • Advisory Board Member, The Korea Development Bank | |||||
• Apr.2014~ Dec.2017 | • Policy Advisory Member, The Board of Audit and Inspection of Korea | |||||
• Oct.2013~ Dec.2017 | • Public Sector Policy Committee Member, Ministry of the Interior and Safety | |||||
• Aug.2015~ Feb.2017 | • Dean, Graduate School, Hongik University | |||||
• Mar.2009~ Feb.2017 | • National Accounting System Review Member, Ministry of Economy and Finance | |||||
• Aug.2013~ Aug.2015 | • Policy Advisory Member, Ministry of the Interior and Safety | |||||
• Feb.2013~ Feb.2015 | • President, Korea Local Tax Association Co., Ltd. |
Note: (1) | Pursuant to Article 3 of the Internal Rules on Governance Structure of KB Financial Group Inc., details regarding the recommendation of non-executive director candidates have been posted on the website of KB Financial Group Inc. as well as the website of the Korea Federation of Banks. |
(2) | The nominee (i) has not engaged in any transaction with KB Financial Group Inc. in the past three years and (ii) does not have any relationship with the largest shareholder of KB Financial Group Inc. |
(3) | The nominee (i) owes no delinquent taxes, (ii) does not belong to the management of an insolvent company and (iii) is not subject to any legal grounds for disqualification. |
Goals and Objectives of the Non-Executive Director Nominee
Name | Goals and Objectives | |
Kyung Ho Kim | • As an expert in accounting, provide professional advice on issues relating to accounting and increase the Group’s level of transparency in matters relating to accounting.
• Based on a deep understanding of current financial issues gained from serving as a non-executive director of finance companies, provide timely advice and response measures in an effort to allow the Group to remain faithful to increasing corporate value and committed to its growth strategy.
• Monitor the adequacy of key management decisions fairly and objectively, and ensure that the Group secures the trust of its shareholders and other stakeholders by responsibly serving as a member of the Audit Committee.
• Maintain independence as a non-executive director, while acting in the best interest of shareholders and financial consumers. |
The Board of Directors’ Reasons for Recommending the Nominee, Who Will Serve as a Member of the Audit Committee
Name | Reasons for Recommendation | |
Kyung Ho Kim | (Recommendation as a Non-Executive Director)
• The nominee is an accounting expert who has served as an accounting professor for over thirty years after receiving a Ph.D. in accounting. He has also held senior positions at the Korea Accounting Standards Board and the Korean Association for Government Accounting. He is widely recognized in the fields of accounting and auditing for his work in internal audit-related matters both internally and externally, as exemplified by his receipt of an award from the Korea Auditors Federation in 2020.
• During his tenure as a non-executive director of the Group, he has demonstrated his accounting expertise by analyzing the effects of implementing IFRS17 when acquiring domestic and foreign companies, and providing practical advice on evaluating accounting transparency and improving the audit process. As the chairman of the Audit Committee, he ensured that the committee was able to fulfill its role of auditing the Group’s operations and assets in an independent and reliable manner. Furthermore, when developing the audit plan for the Group, he ordered that the audit committees and the audit-related departments of each subsidiary of the Group build a closer communication network in order to minimize accidents and implement proper response measures.
• As a member of the ESG Committee, he provided advice on strengthening the Group’s ESG initiatives by sharing key examples from other global corporations and their approaches to reducing carbon emissions and promoting non-coal initiatives. As a member of the Risk Management Committee, he helped to minimize risk by not only establishing liquidity support plans for domestic and foreign acquisitions, but also by establishing specific collection plans subsequent to the execution of such plans. The Board of Directors therefore recommends this nominee to be re-elected as a non-executive director based on his significant contributions to the Group.
(Recommendation as a Member of the Audit Committee)
• The nominee satisfies all relevant legal requirements and the Group’s internal requirements to be a member of the Audit Committee. He holds a Ph.D. in accounting and has thirty years of experience as an accounting professor. He is an accounting expert, having previously served as the vice chairman of the Korea Accounting Standards Board and the president of the Korean Association for Government Accounting.
• From 2019 to 2020, he served as the chairman of the Audit Committee and displayed great leadership in maintaining the committee’s independence from the management. The Board of Directors recommends this nominee because it believes that the nominee will be able to effectively communicate with the external auditor, the audit department and the accounting department, and effectively perform the duties of the Audit Committee. |
Agendum 4. Appointment of Members of the Audit Committee, Who Are Non-Executive Directors
Agendum | Name | Date of Birth | Nominator | BoD | Term of Office | |||||
4-1) Appointment of Members of the Audit Committee, Who Are Non-Executive Directors | Suk Ho Sonu | 09/16/1951 | Audit Committee Member Nominating Committee | 100% | 1 year | |||||
4-2) Appointment of Members of the Audit Committee, Who Are Non-Executive Directors | Myung Hee Choi | 02/22/1952 | Audit Committee Member Nominating Committee | 100% | 1 year | |||||
4-3) Appointment of Members of the Audit Committee, Who Are Non-Executive Directors | Gyutaeg Oh(2) | 02/20/1959 | Audit Committee Member Nominating Committee | 100% | 1 year |
Note: (1) | For the period from January 1, 2020 to December 31, 2020. |
(2) | Not a candidate for re-appointment as a non-executive director. |
Nominees for Members of the Audit Committee, Who Are Non-Executive Directors(1) (2)
Name | Main Position | Career | ||||
Suk Ho Sonu (Re-appointment(3)) | • Visiting Professor, School of Business Administration, Hongik University | • Mar.2017~ Present | • Visiting Professor, School of Business Administration, Hongik University | |||
• Mar.2018~ Present | • Advisory Committee Member, Korea Institute of Finance | |||||
• Dec.2016~ Dec.2020 | • President’s Advisory Committee Member, Korea Asset Management Corporation | |||||
• Mar.2017~ Feb.2019 | • Visiting Professor, Business School, Seoul National University | |||||
• Mar.2017~ Feb.2018 | • Visiting Scholar, Korea Institute of Finance | |||||
• Mar.1991~ Feb.2017 | • Assistant Professor/Associate Professor/Professor, School of Business Administration, Hongik University • Dean, Graduate School of Business Administration, Hongik University | |||||
• Dec.2003~ Feb.2017 | • Investment Management Committee Member, Korea Credit Guarantee Fund | |||||
• Mar.2002~ Dec.2014 | • Civil Advisory Committee Member (Financial Services), Ministry of Foreign Affairs | |||||
• May 2002~ Feb.2014 | • Research Scholar and Head of Research, Korea Corporate Governance Service | |||||
• Nov.2006~ Apr.2012 | • Non-Executive Director, LG Fashion Corp. | |||||
• Apr.2011~ Oct.2011 | • Financial Supervision Innovation Initiatives Task Force Member, Office for Government Policy Coordination, Prime Minister’s Secretariat |
Name | Main Position | Career | ||||
Myung Hee Choi (Re-appointment) | • Vice President, Korea Internal Control Assessment Institute | • Oct.2011~ Present | • Vice President, Korea Internal Control Assessment Institute | |||
• Mar.2014~ Mar.2017 | • Auditor, Gigalane Corporation | |||||
• Mar.2005~ Apr.2011 | • Self-Evaluation Committee Member, Financial Services Commission | |||||
• Mar.2009~ Mar.2011 | • Vice President, Korea Exchange Bank (Ombudsman) | |||||
Gyutaeg Oh (Re-appointment) | • Professor, School of Business and Economics, Chung-Ang University | • Mar.1995~ Present | • Professor, School of Business and Economics, Chung-Ang University | |||
• Jan.2007~ Jan.2020 | • Director, Emerging Infrastructure Fund | |||||
• Mar.2018~ Jan.2020 | • Non-Executive Director, Moa Savings Bank Co., Ltd. | |||||
• Apr.2016~ Mar.2017 | • Non-Executive Director, Volkswagen Financial Service Korea | |||||
• Jan.2013~ Mar.2017 | • Risk Management Committee Member, Korea Technology Finance Corporation | |||||
• Feb.2007~ Dec.2016 | • Evaluation and Compensation Committee Chair, Risk Management Committee Member, Fund Management Evaluation Committee Member, National Pension Service | |||||
• Jan.2014~ Jan.2016 | • Dean, College of Business and Economics, Chung-Ang University | |||||
• Jan.2011~ Feb.2013 | • Dean, Graduate School of Business, Chung-Ang University | |||||
• Sep.2011~ Sep.2015 | • Public Funds Oversight Committee Member, Sub-Committee Chair, Financial Services Commission | |||||
• May 2010~ May 2012 | • Non-Executive Director, Kiwoom Securities Co., Ltd. |
Note: (1) | None of the nominees (i) has engaged in any transaction with KB Financial Group Inc. in the past three years or (ii) has any relationship with the largest shareholder of KB Financial Group Inc. |
(2) | None of the nominees (i) owes any delinquent taxes, (ii) belongs to the management of an insolvent company or (iii) is subject to any legal grounds for disqualification. |
(3) | Mr. Suk Ho Sonu was previously appointed as a member of the audit committee in 2018 and 2019. |
The Board of Directors’ Reasons for Recommending the Nominated Members of the Audit Committee, Who Are Non-Executive Directors
Name | Reasons for Recommendation | |
Suk Ho Sonu | • The nominee satisfies all relevant legal and internal requirements to be a member of the Audit Committee. He is an expert in finance and risk management with extensive experience in such fields, having served as a finance professor at the School of Business Administration at Hongik University and as a president of the Korea Money and Finance Association and the Korea Finance Association.
• He contributed to the independent and transparent operation of the Audit Committee as a committee member from 2018 to 2019. The Board of Directors believes that the nominee will be able to effectively perform the duties of an Audit Committee member based on his prior experience and professional knowledge, and therefore recommends that he be re-elected as a member of the Audit Committee. | |
Myung Hee Choi | • The nominee satisfies all relevant legal and internal requirements to be a member of the Audit Committee. She is an expert in finance and internal controls with extensive experience in such fields, having served as an auditor at the Korea Exchange Bank and a director of international cooperation as well as a team leader of banking supervision at the Financial Supervisory Service.
• In 2020, as a member of the Audit Committee, she provided numerous suggestions to ensure that the Group’s internal controls and compliance measures were conducted effectively. The Board of Directors believes that the nominee will effectively perform the duties of an Audit Committee member based on her expertise and past experience as the chairman of the Evaluation and Compensation Committee and a member of the Risk Management Committee, and therefore recommends that she be re-elected as a member of the Audit Committee. | |
Gyutaeg Oh | • The nominee satisfies all relevant legal and internal requirements to be a member of the Audit Committee. He is an expert in finance with professional experience working as a public certified accountant, and is currently a professor at the School of Business and Economics at Chung-Ang University.
• In 2020, he contributed to a smooth operation of the Audit Committee by providing his independent and professional opinion on various issues relating to finance, accounting and internal controls, among others. The Board of Directors believes that the nominee will effectively perform the duties of an Audit Committee member based on his diverse experiences and professional knowledge, and therefore recommends that he be re-elected as a member of the Audit Committee. |
Agendum 5. Approval of the Aggregate Remuneration Limit for Directors
For fiscal year 2021 | ||
Number of Directors (Number of Non-Executive Directors) | 9 (7)* | |
Aggregate Remuneration Limit | Won 3.0 billion will be proposed as the maximum amount of aggregate remuneration that may be disbursed to the directors of KB Financial Group Inc. for fiscal year 2021. The Board of Directors will approve and ratify the payment allocation. Additionally, in case treasury shares (or the equivalent monetary value) are disbursed as long-term incentives, 30,000 treasury shares will be the maximum aggregate amount of shares that may be disbursed to the directors of KB Financial Group Inc. The Board of Directors will approve and ratify the standard and method of allocation and disbursements thereof. |
* | The numbers of directors and non-executive directors may change depending on the results of the annual general meeting of shareholders. |
For fiscal year 2020 | ||
Number of Directors (Number of Non-Executive Directors) | 9 (7) | |
Aggregate Remuneration Paid | Won 2.009 billion* | |
Aggregate Remuneration Limit | Won 3.0 billion |
* | The aggregate remuneration paid in the amount of Won 2.009 billion above does not include long-term incentives paid to the standing director in the amount corresponding to 12,018 shares based on long-term performance evaluation for the period from November 21, 2014 to November 20, 2017, and the amount corresponding to 18,756 shares based on long-term performance evaluation for the period from November 21, 2017 to November 20, 2020, in each case as determined by the Evaluation and Compensation Committee. The amount of such payments did not exceed the limit on long-term incentives, which was already approved by shareholders prior to fiscal year 2020. |
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 9, 2021 | By: /s/ Hwan-Ju Lee | |||||
(Signature) | ||||||
Name: Hwan-Ju Lee | ||||||
Title: Senior Executive Vice President and Chief Finance Officer |
KB Financial Group Inc.
Separate Statements of Financial Position
December 31, 2020 and December 31, 2019
(In millions of Korean won) | 2020 | 2019 | ||||||
Assets | ||||||||
Cash and due from financial institutions | ||||||||
Financial assets at fair value through profit or loss | 474,262 | 413,909 | ||||||
Loans measured at amortized cost | 179,542 | 120,000 | ||||||
Investments in subsidiaries | 26,519,880 | 24,162,116 | ||||||
Property and equipment | 7,730 | 4,170 | ||||||
Intangible assets | 13,267 | 11,092 | ||||||
Deferred income tax assets | 3,189 | 7,526 | ||||||
Other assets | 887,537 | 609,286 | ||||||
|
|
|
| |||||
Total assets | ||||||||
|
|
|
| |||||
Liabilities | ||||||||
Borrowings | ||||||||
Debentures | 6,128,043 | 5,543,446 | ||||||
Net defined benefit liabilities | 59 | 437 | ||||||
Current income tax liabilities | 716,473 | 417,414 | ||||||
Other liabilities | 178,296 | 203,440 | ||||||
|
|
|
| |||||
Total liabilities | 7,122,871 | 6,164,737 | ||||||
|
|
|
| |||||
Equity | ||||||||
Share capital | 2,090,558 | 2,090,558 | ||||||
Hybrid securities | 1,695,778 | 399,085 | ||||||
Capital surplus | 14,754,747 | 14,742,814 | ||||||
Accumulated other comprehensive income | (8,032 | ) | (7,664 | ) | ||||
Retained earnings | 3,588,757 | 3,093,294 | ||||||
Treasury shares | (1,136,188 | ) | (1,136,188 | ) | ||||
|
|
|
| |||||
Total equity | 20,985,620 | 19,181,899 | ||||||
|
|
|
| |||||
Total liabilities and equity | ||||||||
|
|
|
|
The related notes are integral to these separate financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
1
KB Financial Group Inc.
Separate Statements of Comprehensive Income
Years Ended December 31, 2020 and December 31, 2019
(In millions of Korean won, except per share amounts) | 2020 | 2019 | ||||||
Interest income | ||||||||
Interest income from financial instruments at amortized cost | 3,788 | 5,215 | ||||||
Interest income from financial instruments at fair value through profit or loss | 4,256 | 2,805 | ||||||
Interest expense | (132,437 | ) | (126,065 | ) | ||||
|
|
|
| |||||
Net interest expense | (124,393 | ) | (118,045 | ) | ||||
|
|
|
| |||||
Fee and commission income | 841 | 847 | ||||||
Fee and commission expense | (9,179 | ) | (7,130 | ) | ||||
|
|
|
| |||||
Net fee and commission expense | (8,338 | ) | (6,283 | ) | ||||
|
|
|
| |||||
Net gains on financial assets at fair value through profit or loss | 12,663 | 15,947 | ||||||
|
|
|
| |||||
Net other operating income | 1,571,239 | 926,934 | ||||||
|
|
|
| |||||
General and administrative expenses | (71,854 | ) | (71,171 | ) | ||||
|
|
|
| |||||
Operating profit before provision for credit losses | 1,379,317 | 747,382 | ||||||
Provision for credit losses | (465 | ) | — | |||||
Operating profit | 1,378,852 | 747,382 | ||||||
|
|
|
| |||||
Net non-operating income (expenses) | 514 | (541 | ) | |||||
|
|
|
| |||||
Profit before income tax expense | 1,379,366 | 746,841 | ||||||
Income tax benefit (expense) | 49 | (854 | ) | |||||
|
|
|
| |||||
Profit for the year | 1,379,415 | 745,987 | ||||||
|
|
|
| |||||
Items that will not be reclassified to profit or loss: | ||||||||
Remeasurements of net defined benefit liabilities | (368 | ) | (520 | ) | ||||
|
|
|
| |||||
Other comprehensive loss for the year, net of tax | (368 | ) | (520 | ) | ||||
|
|
|
| |||||
Total comprehensive income for the year | ||||||||
|
|
|
| |||||
Earnings per share(in Korean won) | ||||||||
Basic earnings per share | 1,891 | |||||||
Diluted earnings per share | 3,438 | 1,877 |
The related notes are integral to these separate financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
2
KB Financial Group Inc.
Separate Statements of Changes in Equity
Years Ended December 31, 2020 and December 31, 2019
(In millions of Korean won) | Share Capital | Hybrid Securities | Capital Surplus | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Shares | Total Equity | |||||||||||||||||||||
Balance at January 1, 2019 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||
Profit for the year | — | — | — | — | 745,987 | — | 745,987 | |||||||||||||||||||||
Remeasurements of net defined benefit liabilities | — | — | — | (520 | ) | — | — | (520 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total comprehensive income for the year | — | — | — | (520 | ) | 745,987 | — | 745,467 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||
Annual dividends | — | — | — | — | (759,736 | ) | — | (759,736 | ) | |||||||||||||||||||
Issuance of hybrid securities | — | 399,085 | — | — | — | — | 399,085 | |||||||||||||||||||||
Dividends on hybrid securities | — | — | — | — | (6,513 | ) | — | (6,513 | ) | |||||||||||||||||||
Acquisition of treasury shares | — | — | — | — | (100,000 | ) | (167,639 | ) | (267,639 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total transactions with shareholders | — | 399,085 | — | — | (866,249 | ) | (167,639 | ) | (634,803 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance at December 31, 2019 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance at January 1, 2020 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||
Profit for the year | — | — | — | — | 1,379,415 | — | 1,379,415 | |||||||||||||||||||||
Remeasurements of net defined benefit liabilities | — | — | — | (368 | ) | — | — | (368 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total comprehensive income for the year | — | — | — | (368 | ) | 1,379,415 | — | 1,379,047 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||
Annual dividends | — | — | — | — | (861,092 | ) | — | (861,092 | ) | |||||||||||||||||||
Consideration for exchangeable rights | — | — | 11,933 | — | — | — | 11,933 | |||||||||||||||||||||
Issuance of hybrid securities | — | 1,296,693 | — | — | — | — | 1,296,693 | |||||||||||||||||||||
Dividends on hybrid securities | — | — | — | — | (22,860 | ) | — | (22,860 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total transactions with shareholders | — | 1,296,693 | 11,933 | — | (883,952 | ) | — | 424,674 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance at December 31, 2020 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The related notes are integral to these separate financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
3
KB Financial Group Inc.
Separate Statements of Cash Flows
Years Ended December 31, 2020 and December 31, 2019
(In millions of Korean won) | 2020 | 2019 | ||||||
Cash flows from operating activities | ||||||||
Profit for the year | ||||||||
|
|
|
| |||||
Adjustment for non-cash items | ||||||||
Depreciation and amortization | 4,357 | 5,093 | ||||||
Provision for credit loss | 465 | — | ||||||
Share-based payments | 4,034 | 4,259 | ||||||
Net interest expense | 3,705 | 4,727 | ||||||
Net losses (gains) on valuation on financial assets at fair value through profit or loss | 2,606 | (2,322 | ) | |||||
Net gains on foreign currency translation | (117 | ) | — | |||||
Net other expenses (income) | (1,162 | ) | 2,209 | |||||
|
|
|
| |||||
13,888 | 13,966 | |||||||
|
|
|
| |||||
Changes in operating assets and liabilities | ||||||||
Deferred income tax assets | 4,477 | 854 | ||||||
Other assets | (4,631 | ) | (4,270 | ) | ||||
Other liabilities | (3,804 | ) | (10,824 | ) | ||||
|
|
|
| |||||
(3,958 | ) | (14,240 | ) | |||||
|
|
|
| |||||
Net cash inflow from operating activities | 1,389,345 | 745,713 | ||||||
|
|
|
| |||||
Cash flows from investing activities | ||||||||
Acquisition of financial assets at fair value through profit or loss | (4,872,350 | ) | (2,180,000 | ) | ||||
Disposal of financial assets at fair value through profit of loss | 4,809,391 | 2,057,592 | ||||||
Acquisition of investments in subsidiaries | (2,347,543 | ) | (100,000 | ) | ||||
Increase in loans measured at amortized cost | (60,000 | ) | (70,000 | ) | ||||
Acquisition of property and equipment | (5,370 | ) | (4,771 | ) | ||||
Disposal of property and equipment | — | 13 | ||||||
Acquisition of intangible assets | (2,321 | ) | (1,848 | ) | ||||
Disposal of intangible assets | — | 41 | ||||||
Net increase in guarantee deposits paid | (12,678 | ) | (1,265 | ) | ||||
Other investing activities | (3,149 | ) | (371 | ) | ||||
|
|
|
| |||||
Net cash outflow from investing activities | (2,494,020 | ) | (300,609 | ) | ||||
|
|
|
| |||||
Cash flows from financing activities | ||||||||
Increase in borrowings | 440,000 | 418,705 | ||||||
Decrease in borrowings | (340,000 | ) | (717,026 | ) | ||||
Increase in debentures | 1,537,091 | 1,037,656 | ||||||
Decrease in debentures | (940,000 | ) | (868,154 | ) | ||||
Dividends paid to shareholders | (861,092 | ) | (759,736 | ) | ||||
Lease payments | (610 | ) | (569 | ) | ||||
Acquisition of treasury shares | — | (274,317 | ) | |||||
Issuance of hybrid securities | 1,296,693 | 399,085 | ||||||
Dividends paid on hybrid securities | (22,860 | ) | (6,513 | ) | ||||
|
|
|
| |||||
Net cash inflow (outflow) from financing activities | 1,109,222 | (770,869 | ) | |||||
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents | 4,547 | (325,765 | ) | |||||
Cash and cash equivalents at the beginning of the year | 18,534 | 344,299 | ||||||
|
|
|
| |||||
Cash and cash equivalents at the end of the year | ||||||||
|
|
|
|
The related notes are integral to these separate financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
4
KB Financial Group Inc.
Separate Statements of Appropriation of Retained Earnings
(Expected date of appropriation for 2020: March 26, 2021)
(Date of appropriation for 2019: March 20, 2020)
(In millions of Korean won) | 2020 | 2019 | ||||||
Unappropriated retained earnings | ||||||||
Balance at the beginning of the year | ||||||||
Profit for the year | 1,379,415 | 745,987 | ||||||
Retirement of treasury shares | — | (100,000 | ) | |||||
Dividends of hybrid securities | (22,860 | ) | (6,513 | ) | ||||
|
|
|
| |||||
2,045,176 | 1,624,029 | |||||||
|
|
|
| |||||
Transfers such as discretionary reserves | ||||||||
Regulatory reserve for credit losses | — | 283 | ||||||
|
|
|
| |||||
— | 283 | |||||||
|
|
|
| |||||
Appropriation of retained earnings | ||||||||
Legal reserve | 137,942 | 74,599 | ||||||
Regulatory reserve for credit losses | 979 | — | ||||||
Cash dividends | 689,653 | 861,092 | ||||||
(Dividends per common share: | ||||||||
(Dividends per common share: | ||||||||
|
|
|
| |||||
828,574 | 935,691 | |||||||
|
|
|
| |||||
Unappropriated retained earnings to be carried forward | ||||||||
|
|
|
|
5
KB Financial Group Inc. and Subsidiaries
Consolidated Statements of Financial Position
December 31, 2020 and 2019
(in millions of Korean won) | 2020 | 2019 | ||||||
Assets | ||||||||
Cash and due from financial institutions | ||||||||
Financial assets at fair value through profit or loss | 61,035,455 | 53,549,086 | ||||||
Derivative financial assets | 5,545,385 | 3,190,673 | ||||||
Loans measured at amortized cost | 377,166,984 | 339,684,059 | ||||||
Financial investments | 98,695,426 | 71,782,606 | ||||||
Investments in associates and joint ventures | 771,435 | 598,240 | ||||||
Property and equipment | 5,433,554 | 5,067,377 | ||||||
Investment property | 2,533,539 | 2,827,988 | ||||||
Intangible assets | 3,351,133 | 2,737,813 | ||||||
Net defined benefit assets | 2,845 | 946 | ||||||
Current income tax assets | 109,772 | 19,095 | ||||||
Deferred income tax assets | 65,058 | 3,597 | ||||||
Assets held for sale | 197,727 | 23,151 | ||||||
Other assets | 30,155,037 | 18,215,608 | ||||||
|
|
|
| |||||
Total assets | ||||||||
|
|
|
| |||||
Liabilities | ||||||||
Financial liabilities at fair value through profit or loss | ||||||||
Derivative financial liabilities | 5,222,897 | 3,007,341 | ||||||
Deposits | 338,580,220 | 305,592,771 | ||||||
Borrowings | 49,827,156 | 37,818,860 | ||||||
Debentures | 62,760,687 | 50,935,583 | ||||||
Provisions | 714,903 | 527,929 | ||||||
Net defined benefit liabilities | 248,226 | 253,989 | ||||||
Current income tax liabilities | 764,981 | 432,431 | ||||||
Deferred income tax liabilities | 1,162,286 | 777,793 | ||||||
Insurance liabilities | 54,415,296 | 34,966,683 | ||||||
Other liabilities | 41,804,023 | 29,737,259 | ||||||
|
|
|
| |||||
Total liabilities | 567,310,733 | 479,418,792 | ||||||
|
|
|
| |||||
Equity | ||||||||
Share capital | 2,090,558 | 2,090,558 | ||||||
Hybrid securities | 1,695,988 | 399,205 | ||||||
Capital surplus | 16,723,589 | 17,122,777 | ||||||
Accumulated other comprehensive income | 612,337 | 348,021 | ||||||
Retained earnings | 22,517,392 | 19,709,545 | ||||||
Treasury shares | (1,136,188 | ) | (1,136,188 | ) | ||||
|
|
|
| |||||
Equity attributable to shareholders of the Parent Company | 42,503,676 | 38,533,918 | ||||||
Non-controlling interests | 857,783 | 585,407 | ||||||
|
|
|
| |||||
Total equity | 43,361,459 | 39,119,325 | ||||||
|
|
|
| |||||
Total liabilities and equity | ||||||||
|
|
|
|
The related notes are integral to these consolidated financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
1
KB Financial Group Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2020 and 2019
(In millions of Korean won, except per share amounts)
2020 | 2019 | |||||||
Interest income | ||||||||
Interest income from financial instruments at fair value through other comprehensive income and amortized cost | 13,826,382 | 13,935,124 | ||||||
Interest income from financial instruments at fair value through profit or loss | 659,365 | 704,063 | ||||||
Interest expense | (4,763,473 | ) | (5,442,400 | ) | ||||
|
|
|
| |||||
Net interest income | 9,722,274 | 9,196,787 | ||||||
|
|
|
| |||||
Fee and commission income | 4,527,024 | 3,879,247 | ||||||
Fee and commission expense | (1,568,085 | ) | (1,524,243 | ) | ||||
|
|
|
| |||||
Net fee and commission income | 2,958,939 | 2,355,004 | ||||||
|
|
|
| |||||
Insurance income | 14,386,640 | 12,317,182 | ||||||
Insurance expense | (14,086,647 | ) | (12,017,670 | ) | ||||
Net Insurance income | 299,993 | 299,512 | ||||||
|
|
|
| |||||
Net gains on financial instruments at fair value through profit or loss before applying overlay approach | 1,221,610 | 912,187 | ||||||
Net losses on overlay approach adjustments | (210,244 | ) | (268,315 | ) | ||||
|
|
|
| |||||
Net gains on financial instruments at fair value through profit or loss | 1,011,366 | 643,872 | ||||||
|
|
|
| |||||
Net other operating expenses | (1,499,930 | ) | (1,063,324 | ) | ||||
|
|
|
| |||||
General and administrative expenses | (6,833,152 | ) | (6,271,017 | ) | ||||
|
|
|
| |||||
Operating profit before provision for credit losses | 5,659,490 | 5,160,834 | ||||||
|
|
|
| |||||
Provision for credit losses | (1,043,498 | ) | (670,185 | ) | ||||
|
|
|
| |||||
Net operating income | 4,615,992 | 4,490,649 | ||||||
|
|
|
| |||||
Share of profit (losses) of investments in associates and joint ventures | (43,750 | ) | 16,451 | |||||
Net other non-operating income | 189,390 | 26,886 | ||||||
|
|
|
| |||||
Net non-operating income | 145,640 | 43,337 | ||||||
|
|
|
| |||||
Profit before income tax expense | 4,761,632 | 4,533,986 | ||||||
Income tax expense | (1,259,351 | ) | (1,220,787 | ) | ||||
|
|
|
| |||||
Profit for the year | 3,502,281 | 3,313,199 | ||||||
|
|
|
| |||||
Items that will not be reclassified to profit or loss: | ||||||||
Remeasurements of net defined benefit liabilities | (10,385 | ) | (55,827 | ) | ||||
Share of other comprehensive loss of associates and joint ventures | (1 | ) | (105 | ) | ||||
Net gains (losses) on equity instruments at fair value through other comprehensive income | 822,140 | (17,329 | ) | |||||
Fair value changes on financial liabilities designated at fair value due to own credit risk | 8,819 | (11,372 | ) | |||||
|
|
|
| |||||
820,573 | (84,633 | ) | ||||||
|
|
|
| |||||
Items that may be reclassified subsequently to profit or loss: | ||||||||
Exchange differences on translating foreign operations | (187,283 | ) | 37,861 | |||||
Net gains (losses) on debt instruments at fair value through other comprehensive income | (356,572 | ) | 35,490 | |||||
Share of other comprehensive income (loss) of associates and joint ventures | (6,846 | ) | 7,800 | |||||
Losses on cash flow hedging instruments | (1,264 | ) | (33,182 | ) | ||||
Gains (losses) on hedging instruments of net investments in foreign operations | 64,269 | (8,900 | ) | |||||
Other comprehensive income (loss) arising from separate account | (9,683 | ) | 3,364 | |||||
Net gains on overlay approach adjustment | 152,125 | 194,223 | ||||||
|
|
|
| |||||
(345,254 | ) | 236,656 | ||||||
|
|
|
| |||||
Other comprehensive income for the year, net of tax | 475,319 | 152,023 | ||||||
|
|
|
| |||||
Total comprehensive income for the year | ||||||||
|
|
|
| |||||
Profit attributable to: | ||||||||
Shareholders of the Parent Company | ||||||||
Non-controlling interests | 47,130 | 1,371 | ||||||
|
|
|
| |||||
|
|
|
| |||||
Total comprehensive income for the year attributable to: | ||||||||
Shareholders of the Parent Company | ||||||||
Non-controlling interests | 21,487 | 1,655 | ||||||
|
|
|
| |||||
|
|
|
| |||||
Earnings per share (in Korean won) | ||||||||
Basic earnings per share | ||||||||
Diluted earnings per share | 8,697 | 8,389 |
The related notes are integral to these consolidated financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
2
KB Financial Group Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
Years Ended December 31, 2020 and 2019
(in millions of Korean won) | ||||||||||||||||||||||||||||||||
Equity attributable to shareholders of the Parent Company | ||||||||||||||||||||||||||||||||
Share Capital | Hybrid Securities | Capital Surplus | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Shares | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||
Balance at January 1, 2019 | ||||||||||||||||||||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||||||
Profit for the year | — | — | — | — | 3,311,828 | — | 1,371 | 3,313,199 | ||||||||||||||||||||||||
Remeasurements of net defined benefit liabilities | — | — | — | (55,827 | ) | — | — | — | (55,827 | ) | ||||||||||||||||||||||
Exchange differences on translating foreign operations | — | — | — | 37,577 | — | — | 284 | 37,861 | ||||||||||||||||||||||||
Net gains (losses) on financial instruments at fair value through other comprehensive income | — | — | — | 36,637 | (18,475 | ) | — | — | 18,162 | |||||||||||||||||||||||
Share of other comprehensive income of associates and joint ventures | — | — | — | 7,695 | — | — | — | 7,695 | ||||||||||||||||||||||||
Losses on cash flow hedging instruments | — | — | — | (33,182 | ) | — | — | — | (33,182 | ) | ||||||||||||||||||||||
Gains (losses) on hedge of net investments in foreign operations | — | — | — | (8,900 | ) | — | — | — | (8,900 | ) | ||||||||||||||||||||||
Other comprehensive income arising from separate account | — | — | — | 3,364 | — | — | — | 3,364 | ||||||||||||||||||||||||
Fair value changes on financial liabilities designated at fair value due to own credit risk | — | — | — | (11,372 | ) | — | — | — | (11,372 | ) | ||||||||||||||||||||||
Net gains on overlay approach adjustments | — | — | — | 194,223 | — | — | — | 194,223 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total comprehensive income for the year | — | — | — | 170,215 | 3,293,353 | — | 1,655 | 3,465,223 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||||||
Annual dividends paid to shareholders of the Parent Company | — | — | — | — | (759,736 | ) | — | — | (759,736 | ) | ||||||||||||||||||||||
Acquisition and retirement of treasury shares | — | — | — | — | (100,000 | ) | (167,639 | ) | — | (267,639 | ) | |||||||||||||||||||||
Issuance of hybrid securities | — | 399,205 | — | — | — | — | 574,580 | 973,785 | ||||||||||||||||||||||||
Dividends on hybrid securities | — | — | — | — | (6,513 | ) | — | — | (6,513 | ) | ||||||||||||||||||||||
Others | — | — | 1,117 | — | — | — | 61 | 1,178 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total transactions with shareholders | — | 399,205 | 1,117 | — | (866,249 | ) | (167,639 | ) | 574,641 | (58,925 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at December 31, 2019 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at January 1, 2020 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||||||
Profit for the year | — | — | — | — | 3,455,151 | — | 47,130 | 3,502,281 | ||||||||||||||||||||||||
Remeasurements of net defined benefit liabilities | — | — | — | (10,096 | ) | — | — | (289 | ) | (10,385 | ) | |||||||||||||||||||||
Exchange differences on translating foreign operations | — | — | — | (162,906 | ) | — | — | (24,377 | ) | (187,283 | ) | |||||||||||||||||||||
Net gains (losses) on financial instruments at fair value through other comprehensive income | — | — | — | 229,899 | 236,648 | — | (979 | ) | 465,568 | |||||||||||||||||||||||
Share of other comprehensive loss of associates and joint ventures | — | — | — | (6,847 | ) | — | — | — | (6,847 | ) | ||||||||||||||||||||||
Losses on cash flow hedging instruments | — | — | — | (1,264 | ) | — | — | — | (1,264 | ) | ||||||||||||||||||||||
Gains (losses) on hedge of net investments in foreign operations | — | — | — | 64,269 | — | — | — | 64,269 | ||||||||||||||||||||||||
Other comprehensive loss arising from separate account | — | — | — | (9,683 | ) | — | — | — | (9,683 | ) | ||||||||||||||||||||||
Fair value changes on financial liabilities designated at fair value due to own credit risk | — | — | — | 8,819 | — | — | — | 8,819 | ||||||||||||||||||||||||
Net gains on overlay approach adjustments | — | — | — | 152,125 | — | — | — | 152,125 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total comprehensive income for the year | — | — | — | 264,316 | 3,691,799 | — | 21,485 | 3,977,600 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||||||
Annual dividends paid to shareholders of the Parent Company | — | — | — | — | (861,092 | ) | — | — | (861,092 | ) | ||||||||||||||||||||||
Issuance of hybrid securities | — | 1,296,783 | — | — | — | — | — | 1,296,783 | ||||||||||||||||||||||||
Dividends on hybrid securities | — | — | — | — | (22,860 | ) | — | (25,658 | ) | (48,518 | ) | |||||||||||||||||||||
Non-controlling interests changes in business combination | — | — | — | — | — | — | 247,008 | 247,008 | ||||||||||||||||||||||||
Others | — | — | (399,188 | ) | — | — | — | 29,541 | (369,647 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total transactions with shareholders | — | 1,296,783 | (399,188 | ) | — | (883,952 | ) | — | 250,891 | 264,534 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at December 31, 2020 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The related notes are integral to these consolidated financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
3
KB Financial Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2020 and 2019
(in millions of Korean won) | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities | ||||||||
Profit for the year | ||||||||
|
|
|
| |||||
Adjustment for non-cash items | ||||||||
Net gain on financial assets/liabilities at fair value through profit or loss | (566,447 | ) | (438,567 | ) | ||||
Net gain on derivative financial instruments for hedging purposes | (52,696 | ) | (3,835 | ) | ||||
Adjustment of fair value of derivative financial instruments | (3,198 | ) | 282 | |||||
Provision for credit loss | 1,043,498 | 670,185 | ||||||
Net gain on financial investments | (278,805 | ) | (206,192 | ) | ||||
Share of loss (profit) of associates and joint ventures | 43,750 | (16,451 | ) | |||||
Depreciation and amortization expense | 874,911 | 784,431 | ||||||
Depreciation and amortization expense on VOBA | 173,866 | 192,459 | ||||||
Other net gains on property and equipment/intangible assets | (124,218 | ) | (33,238 | ) | ||||
Share-based payments | 49,364 | 49,418 | ||||||
Policy reserve appropriation | 2,709,818 | 1,546,271 | ||||||
Post-employment benefits | 235,231 | 231,913 | ||||||
Net interest expense | 458,210 | 313,550 | ||||||
Net gain on foreign currency translation | (116,786 | ) | (74,488 | ) | ||||
Gain on a bargain purchase | (145,067 | ) | — | |||||
Net other expense | 524,742 | 390,074 | ||||||
|
|
|
| |||||
4,826,173 | 3,405,812 | |||||||
|
|
|
| |||||
Changes in operating assets and liabilities | ||||||||
Financial assets at fair value through profit or loss | (7,139,647 | ) | (916,415 | ) | ||||
Derivative financial instruments | (38,376 | ) | (644,342 | ) | ||||
Loans at fair value through other comprehensive income | 81,803 | 15,536 | ||||||
Loans at amortized cost | (31,126,636 | ) | (21,681,258 | ) | ||||
Current income tax assets | (54,539 | ) | (9,091 | ) | ||||
Deferred income tax assets | (15,108 | ) | 803 | |||||
Other assets | (9,126,046 | ) | (3,668,385 | ) | ||||
Financial liabilities at fair value through profit or loss | (3,247,108 | ) | (77,231 | ) | ||||
Deposits | 27,381,662 | 28,480,993 | ||||||
Current income tax liabilities | 323,313 | (266,204 | ) | |||||
Deferred income tax liabilities | (125,066 | ) | 235,209 | |||||
Other liabilities | 3,216,600 | 1,212,080 | ||||||
|
|
|
| |||||
(19,869,148 | ) | 2,681,695 | ||||||
|
|
|
| |||||
Net cash inflow (outflow) from operating activities | (11,540,694 | ) | 9,400,706 | |||||
|
|
|
| |||||
Cash flows from investing activities | ||||||||
Net cash flows from derivative financial instruments for hedging purposes | (64,177 | ) | (206,680 | ) | ||||
Disposal of financial assets at fair value through profit or loss | 14,169,758 | 11,364,615 | ||||||
Acquisition of financial assets at fair value through profit or loss | (13,923,371 | ) | (12,359,886 | ) | ||||
Disposal of financial investments | 83,143,443 | 69,489,132 | ||||||
Acquisition of financial investments | (92,206,817 | ) | (79,083,472 | ) | ||||
Disposal in investments in associates and joint ventures | 210,266 | 26,185 | ||||||
Acquisition of investments in associates and joint ventures | (515,342 | ) | (92,200 | ) | ||||
Disposal of property and equipment | 6,465 | 12,786 | ||||||
Acquisition of property and equipment | (424,862 | ) | (608,736 | ) | ||||
Disposal of investment property | 646,263 | 94,207 | ||||||
Acquisition of investment property | (53,196 | ) | (806,088 | ) | ||||
Disposal of intangible assets | 14,303 | 14,694 | ||||||
Acquisition of intangible assets | (182,859 | ) | (333,557 | ) | ||||
Net cash flows from the change in subsidiaries | (1,951,245 | ) | 91,592 | |||||
Others | 142,961 | 62,984 | ||||||
|
|
|
| |||||
Net cash outflow from investing activities | (10,988,410 | ) | (12,334,424 | ) | ||||
|
|
|
| |||||
Cash flows from financing activities | ||||||||
Net cash flows from derivative financial instruments for hedging purposes | (16,202 | ) | (28,631 | ) | ||||
Net increase (decrease) in debts | 10,683,659 | 5,027,313 | ||||||
Increase in debentures | 119,705,016 | 93,655,747 | ||||||
Decrease in debentures | (107,760,800 | ) | (96,145,669 | ) | ||||
Increase (decrease) in other payables from trust accounts | 2,326,495 | (68,648 | ) | |||||
Dividends paid to shareholders | (861,092 | ) | (759,736 | ) | ||||
Dividends paid on hybrid securities | (22,860 | ) | (6,513 | ) | ||||
Acquisition of treasury shares | — | (274,317 | ) | |||||
Issuance of hybrid securities | 1,296,783 | 399,205 | ||||||
Increase or decrease of non-controlling interest | (25,658 | ) | 574,580 | |||||
Redemption of principal elements of lease payments | (235,498 | ) | (229,750 | ) | ||||
Others | 172,433 | 134,027 | ||||||
|
|
|
| |||||
Net cash inflow from financing activities | 25,262,276 | 2,277,608 | ||||||
|
|
|
| |||||
Effect of exchange rate changes on cash and cash equivalents | (171,805 | ) | 137,019 | |||||
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents | 2,561,367 | (519,091 | ) | |||||
Cash and cash equivalents at the beginning of the year | 6,123,725 | 6,642,816 | ||||||
|
|
|
| |||||
Cash and cash equivalents at the end of the year | ||||||||
|
|
|
|
The related notes are integral to these consolidated financial statements, which are available on the website of KB Financial Group Inc. and under the cover of a Form 6-K.
4