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 February 2018

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.

 

 

 


Convocation of Annual General Meeting of Shareholders

of KB Financial Group Inc. for Fiscal Year 2017

On February 23, 2018, the board of directors of KB Financial Group Inc. resolved to convene the annual general meeting of shareholders for fiscal year 2017 as follows:

 

    Date and Time: March 23, 2018, 10:00 A.M. local time

 

    Venue:     Fourth Floor Auditorium, Kookmin Bank, 26, Gukjegeumyung-ro 8-gil,

                 Yeongdeungpo-gu, Seoul, Korea

 

    Agenda:

 

  1) Approval of financial statements and the proposed dividend payment for fiscal year 2017

 

  2) Amendment of the articles of incorporation

 

  3) Appointment of non-executive directors

 

  3-1) Non-Executive Director Candidate: Suk Ho Sonu

 

  3-2) Non-Executive Director Candidate: Myung Hee Choi

 

  3-3) Non-Executive Director Candidate: Kouwhan Jeong

 

  3-4) Non-Executive Director Candidate: Suk Ryul Yoo

 

  3-5) Non-Executive Director Candidate: Jae Ha Park

 

  4) Appointment of a non-executive director, who will serve as a member of the Audit Committee*

Non-Executive Director Candidate: Jongsoo Han

 

  5) Appointment of members of the Audit Committee, who are non-executive directors

 

  5-1) Audit Committee Member Candidate: Suk Ho Sonu

 

  5-2) Audit Committee Member Candidate: Kouwhan Jeong

 

  5-3) Audit Committee Member Candidate: Jae Ha Park

 

  6) Approval of the aggregate remuneration limit for directors

 

  7) Amendment to the articles of incorporation (proposed by the Labor Union of Kookmin Bank and others)**

 

  7-1) Amendment to Article 36 of the articles of incorporation

 

  7-2) Amendment to Article 48 of the articles of incorporation

 

  8) Appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank and others)**

Non-Executive Director Candidate: SoonWon Kwon

 

* Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies

 

** Shareholders’ proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others

Shareholders may exercise their voting rights without attending the meeting in person by submitting their voting cards by mail.


Nominees for Non-Executive Directors

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current

position)

  

Name of Other
Entities of Which
the Nominee

Serves as a
Director

Suk Ho Sonu    September 1951    2 years    Yes   

•  Visiting Professor, Seoul National University Business School (Current)

 

•  Dean, Hongik Graduate School of Business Administration

 

•  President, Korea Money and Finance Association

 

•  President, Korea Finance Association

   —  
Myung Hee Choi    February 1952    2 years    Yes   

•  Vice President, Korea Internal Control Assessment Institute (Current)

 

•  Auditor, Korea Exchange Bank

 

•  Director, Financial Supervisory Service

 

•  Senior Operation Officer, Seoul Branch, Citibank Korea

   —  
Kouwhan Jeong    September 1953    2 years    Yes   

•  President Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)

 

•  Chairperson, Consumer Dispute Settlement Commission, Korea Consumer Agency

 

•  Standing Mediator, Korea Medical Dispute Mediation and Arbitration

 

•  Branch Chief Prosecutor, Bucheon Branch Office, Incheon District Prosecutor’s Office

   President Attorney at Law, Nambujeil Law and Notary Office Inc.


Name

  

Date of Birth

  

Term of
Office

  

New

Appointment

  

Career (including current

position)

  

Name of Other
Entities of Which
the Nominee

Serves as a
Director

Suk Ryul Yoo    April 1950    1 year    No   

•  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
Jae Ha Park    November 1957    1 year    No   

•  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

 

•  Outside Director, Jeonbuk Bank

   —  


Nominee for Non-Executive Director, Who Will Serve as a Member of the Audit Committee*

 

Name

  

Date of Birth

  

Term of

Office

  

New
Appointment

  

Career (including current position)

Jongsoo Han    October 1960    1 year    No   

•  Professor, Ewha Womans University (Current)

 

•  Member, IFRS Interpretations Committee (Current)

 

•  President, Korean Academic Society of Accounting (Current)

 

•  Vice President, Korea Accounting Association (Current)

 

•  Member, Korea Accounting Deliberating Council, Financial Services Commission

 

•  Member, Korea Accounting Standards Board

 

* Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies

Nominees for Members of the Audit Committee, Who Are Non-Executive Directors

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Suk Ho Sonu    September 1951    1 year    Yes   

•  Visiting Professor, Seoul National University Business School (Current)

 

•  Dean, Hongik Graduate School of Business Administration

 

•  President, Korea Money and Finance Association

 

•  President, Korea Finance Association

Kouwhan Jeong

   September 1953    1 year    Yes   

•  President Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)

 

•  Chairperson, Consumer Dispute Settlement Commission, Korea Consumer Agency

 

•  Standing Mediator, Korea Medical Dispute Mediation and Arbitration

 

•  Branch Chief Prosecutor, Bucheon Branch Office, Incheon District Prosecutor’s Office


Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Jae Ha Park    November 1957    1 year    No   

•  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

 

•  Outside Director, Jeonbuk Bank

Nominee for Non-Executive Director (proposed by the Labor Union of Kookmin Bank and others)**

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

SoonWon Kwon   

September

1967

   2 years    Yes   

•  Professor, Division of Business Administration, Sookmyung Women’s University (Current)

 

•  Member, Research Committee for Corporate Governance, Korea Corporate Governance Service (Current)

 

•  Member, Advisory Committee, Ministry of Employment and Labor (Current)

 

•  Vice President, Korean Academy of Organization and Management (Current)

 

** Shareholders’ proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others


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: February 23, 2018

    By:  

/s/ Ki-Hwan Kim

            (Signature)
    Name:   Ki-Hwan Kim
    Title:   Senior Managing Director and Chief Financial Officer