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Nomination Process for the Non-Executive Director Nominees of KB Financial Group

2014-02-28

The Non-Executive Director Nominating Committee (the “Committee”), consisting of the Chairman & CEO and four non-executive directors of KB Financial Group Inc. (“KBFG”), was formed by a resolution of the 19th Board of Directors Meeting of KBFG on December 13, 2013. In order to ensure an objective and fair nomination process, non-executive directors who are not up for re-appointment in the upcoming Annual General Meeting of Shareholders were given priority in determining which non-executive directors should serve on the Committee.

The Committee for 2014, chaired by Mr. Seung Hee Koh, a non-executive director, conducted the nomination process for non-executive director candidates through five meetings held on January 8, January 15, January 27, February 14, and February 21, 2014. The Committee reinforced the criteria for re-appointment of non-executive directors and carried out the nomination process in full compliance with KBFG’s “Non-Executive Director Nominating Committee Regulations.”

KBFG demonstrated its commitment to progressive change of its Board of Directors by appointing three new non-executive directors, representing one third of the nine total non-executive directors serving as of the 2013 Annual General Meeting of Shareholders.

Nomination process of non-executive directors for new appointment

The Committee began with an initial list of 38 candidates, consisting of 15 candidates recommended by each of two search firms and other candidates recommended by current members of the Board of Directors of KBFG (recommendations from current directors were limited to a maximum three per director). Through an initial screening, the Committee narrowed down the list to 11 candidates. After an in-depth evaluation of the remaining 11 candidates, which consisted of reviewing each candidate’s expertise, eligibility to serve as a non-executive director (including whether there were any transactions between KBFG and each candidate’s respective current organization), and reputation through reports prepared by the two search firms, the Committee voted to select Myung Jig Kim, Sung Hwan Shin, and Jae Ho Cho as the top three candidates. After confirming the desire of each candidate to serve as a non-executive director, the Committee reviewed the documents they submitted to verify their eligibility and concluded that there were no disqualifying issues. The Committee then recommended the candidates for non-executive director to the Board of Directors of KBFG.

Mr. Myung Jig Kim serves as the Dean of the College of Economics and Finance at Hanyang University and his prior experience includes the design and development of early warning systems and risk assessment systems of the Financial Supervisory Service and the Korea Deposit Insurance Corporation. Mr. Kim is highly regarded as an expert in financial risk management, time series analysis of financial data, financial information technology, and financial consulting.

Mr. Sung Hwan Shin, who has served as president of the Korean Pension Association, is a renowned pension expert and financial management strategist. He is particularly well-known for his extensive knowledge in international finance and crisis management. He also serves as a professor at the College of Business Administration of Hong-ik University and has conducted research on the financial soundness of pension funds, pension fund management, risk management of retirement pension funds, asset management for institutional investors, financial institution management, asset securitization, hedge funds, and private equity funds.

Mr. Jae Ho Cho serves as a professor at the College of Business Administration of Seoul National University and is regarded as having in-depth knowledge and expertise regarding derivatives, including futures and options. He has participated in several studies with various academic associations and has conducted research into financial management by financial institutions. He was also involved in formulating guidelines on asset management, derivatives, investment banking and risk management for the advancement of the financial industry, and has made contributions to improving financial industry policies, regulations and systems.

Nomination process of non-executive directors for re-appointment

The Committee deliberated on the proposed “Review Process for Nominations of Non-Executive Directors for Re-Appointment” and adopted evaluation criteria and in-depth procedures to be used to review the performance of current non-executive directors who are up for re-appointment. After reviewing the current five non-executive directors wishing to be re-appointed based on the adopted evaluation criteria and procedures, the Committee confirmed that all five non-executive directors satisfied the applicable criteria. The Committee then reviewed the documents submitted by them to verify their eligibility, and recommended all five candidates for non-executive director to the Board of Directors of KBFG for re-appointment.

During the evaluation process, the Committee held five meetings (the current average for other financial holding companies is one to three meetings). The Committee followed an extremely thorough and fair process to evaluate the qualification of both new candidates and candidates for re-appointment as non-executive directors. To ensure that only the most eligible candidates for non-executive director were recommended, the Committee consistently engaged in active discussions at each stage of the process.

Further details regarding the background for all candidates are as follows:

Further details regarding the background for all candidates are as follows
Name Year
of
Birth
Term
of
Office
New/Re
appointment
Career
Myung Jig Kim 1959 2 years New appointment

• Dean, College of Economics and Finance, Hanyang University (Current)

• President, Korean Securities Association

• Vice President, Korean Finance Association

• Assistant and Associate Professor, University of Alabama

Sung Hwan Shin 1963 2 years New appointment

• Professor, Hong-ik University (Current)

• Head of Public Fund Evaluation Bureau, Ministry of Strategy And Finance (Current)

• President, Korean Pension Association

• Senior Financial Officer, World Bank

Jae Ho Cho 1955 2 years New appointment

• Professor, Seoul National University (Current)

• Chair, Capital Markets Division, Committee for Financial Developments of Korea

• Visiting professor, University of Tokyo

• Assistant professor, Baruch College, City University of New York

Kyung Jae Lee 1939 1 year Re-appointment

• CEO, Industrial Bank of Korea

• CEO, Korea Financial Telecommunications & Clearing Institute

• Director and Auditor, Bank of Korea

Young Jin Kim 1949 1 year Re-appointment

• Professor, Seoul National University (Current)

• Outside Director, Samsung Asset Management

• Director, Korea Stock Exchange

• President, Korean Finance Association

Kun Ho Hwang 1951 1 year Re-appointment

• Visiting Professor, Seoul National University

• Chairman & CEO, Korea Financial Investment Association

• Chairman, Korea Securities Dealers Association

• President & CEO, Meritz Securities Co., Ltd.

Jong Cheon Lee 1951 1 year Re-appointment

• Professor, Soongsil University (Current)

• Chairman, Korean Accounting Association

• Non-Standing Director, Korea Gas Corporation

• Member of Advisory Committee, Ministry of Finance and Economy

Seung Hee Koh 1955 1 year Re-appointment

• Professor, Sookmyung Women’s University (Current)

• Advisor, Fair Trade Commission of Korea

• Vice President, Management Accounting Association of Korea

• Non-Executive Director, United Asset Management Company