General Shareholders' Meeting Agenda Details(Mar.7, 2002)
2002-03-08On March 7, 2002, Kookmin Bank disclosed the following agenda details for the general shareholders’ meeting for the fiscal year of 2001.
1. Time and Venue
• Time: Friday, March 22, 2002, 10 A.M.
• Venue: auditorium, 4th floor, Yoido Headquarters, 36-3 Yoido-dong, Youngdeungpo-ku, Seoul, Korea 150-758
2. Agenda and the Detailed Information
2.1. Agendum No. 1. Approval of Non-Consolidated Financial Statements (Balance sheet, Income statement and Statement of appropriation of retained earnings) for the Fiscal Year of 2001 (2001. 1. 1 ~ 12. 31)
Please find the Exhibits attached at the end of this document.
Exhibit Index
1. Non-Consolidated Balance Sheets as of December 31, 2001 and 2000
2. Non-Consolidated Income Statements for the Years Ended December 31, 2001 and 2000
3. Non-Consolidated Statements of Appropriations of Retained Earnings for the Years Ended December 31, 2001 and 2000
2.2. Agendum No. 2. Amendment to the Articles of Incorporation
| Before | As amended |
|---|---|
| Article 13 (Stock Options) (1) The Bank may grant stock options to its officers and employees pursuant to the provisions of the Securities and Exchange Act (hereinafter the “SEA”), by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued and outstanding shares; provided that the Bank may grant stock options by a resolution of the Board of Directors, to the extent not exceeding one percent (1%) of the total number of issued and outstanding shares. (8) The Bank may impose the condition of achievement of detailed performance for the exercise of stock options, and may postpone or cancel the exercise of stock options if such condition is not satisfied. |
Article 13 (Stock Options) (1) The Bank may grant stock options to its officers and employees pursuant to the provisions of the SEA, by a special resolution of the General Meeting of Shareholders, to the extending not exceeding fifteen percent (15%) of the total number of issued and outstanding shares; provided that the Bank may grant stock options by a resolution of the Board of Directors, to the extent not exceeding one percent (1%) of the total number of issued and outstanding shares, in such case, the Bank must obtain the approval of shareholders at the nearest forthcoming General Meeting of Shareholders. (8) In case of granting stock options to the management, the Bank must impose the condition of achievement of detailed performance for the exercise of stock options, and may postpone or cancel the exercise of stock options if such condition is not satisfied. ADDENDUM Article 1 (Effective Date) These Articles of Incorporation shall become effective on and after March 22nd of 2002. |
2.3. Agendum No. 3. Appointment of Directors
Kookmin Bank shareholder representatives and the Board of Directors have nominated 10 people for 10 Non-Executive Director seats. Seven were nominated by shareholder representatives and the remaining three were nominated by the Board of Directors. In addition, the Nominating Committee of Members for Audit Committee has nominated two people for two Executive Director seats. The 12 nominees will be recommended for election at this general shareholders meeting.
The nominees are as follows:
List of Nominees for Executive Directors
| Name | Career | Nominator |
|---|---|---|
| Choulju Lee |
• Director & Executive Vice President, Hanil Bank |
Nominating Committee of Members for Audit Committee |
| Soonchul Lee |
•Head of Supervision Planning & Coordination Department, Financial Supervisory Service |
Nominating Committee of Members for Audit Committee |
* Present position
List of Nominees for Non-Executive Directors
| Ne | Career | Nominator |
|---|---|---|
| Henry Cornell |
•David, Polk & Wardwel |
Shareholder representative |
| Kyunghee Yoon |
•Branch Manager, ING Barings, Ltd. |
Shareholder representative |
| Keunshik Oh |
•Director, Pension Improvement Committee |
Shareholder representative |
| Moonsoul Chung |
•President, Mirae Corporation |
Shareholder representative |
| Sunjin Kim |
•Vice President, Yuhan Corporation |
Shareholder representative |
| Dongsoo Chung |
•Deputy General Manager, Office of National Budget Administration |
Shareholder representative |
| Sunjae Cho |
•President, National Institute for International Education Development |
Shareholder representative |
| Woonyoul Choi |
•Chairman, KOSDAQ Committee |
Board of Directors |
| Jihong Kim |
•Executive Director, Korea Academy of International Business |
Board of Directors |
| Timothy Hartman |
•CEO, Balwin United Corporation |
Board of Directors |
* Present position
2.4. Agendum No. 4. Appointment of Candidates for the Members of the Audit Committee Who Are Executive Directors
| Name | Career | Nominator |
|---|---|---|
| Choulju Lee |
•Director & Executive Vice President, Hanil Bank |
Nominating Committee of Members for Audit Committee |
| Soonchul Lee |
•Head of Supervision Planning & Coordination Department, Financial Supervisory Service |
Nominating Committee of Members for Audit Committee |
* Present position
2.5. Agendum No. 5. Appointment of Candidates for the Members of the Audit Committee Who Are Non-Executive Directors
| Name | Current Position | Nominator |
|---|---|---|
| Sunjin Kim |
•Vice President, Yuhan Corporation |
Nominating Committee of Members for Audit Committee |
| Kyunghee Yoon |
•Branch Manager, ING Barings, Ltd. |
Nominating Committee of Members for Audit Committee |
| Keunshik Oh |
•Director, Pension Improvement Committee |
Nominating Committee of Members for Audit Committee |
| Sunjae Cho |
•President, National Institute for International Education Development |
Nominating Committee of Members for Audit Committee |
* Present position
2.6. Agendum No. 6. Approval of the Aggregate Remuneration Limit for Directors
8 billion Won will be proposed as the maximum amount of aggregate compensation that may be disbursed to the directors of Kookmin Bank each fiscal year. The board of directors will authorize and ratify the payment allocation.
3. Compensation of Directors
3.1. Aggregate of the Remuneration Paid to Directors
(From November 1 to December 31, 2001, Unit: Million Won)
| Aggregate Payment | Maximum Amount of Aggregate Compensation to be Payable | Average Paid Amount per Person | |
|---|---|---|---|
| Executive Directors | 428 | 8,000 | 54 |
| Non-Executive Directors | 141 | 7 | |
| Total | 569 | 8,000 | 61 |
3.2. Stock Options Granted to Directors
(From November 1 to December 31, 2001)
| Title | Name | Number of Options | Grant Date |
|---|---|---|---|
| Chairman | Sanghoon Kim | 150,000 common shares | November 16, 2001 |
| *President & CEO | Jungtae Kim | 500,000 common shares | November 16, 2001 |
* For President & CEO, additional shares (up to 200,000 shares) shall be granted if the average closing price of Kookmin Bank's stock from August 17, 2004 to November 16, 2004 (or for the three months prior to his resignation, if he resigns earlier thank his original tenure) is higher than the stock prices of any other bank listed on the Korea Stock Exchange. The number of such additional shares shall be calculated subject to the performances-based indicators and targets.
Exhibit 1
KOOKMIN BANK
Non-CONSOLIDATED BALANCE SHEETS
as of December 31, 2001 and 2000
| In Millions of Korean Won | In Thousands of U.S. Dollars | |||
|---|---|---|---|---|
| 2001 | 2000 | 2001 | 2000 | |
| ASSETS | ||||
| Cash and due from banks | ￦ 7,503,624 | ￦ 6,355,464 | US$ 5,658,415 | US$ 4,792,598 |
| Trading securities | 6,414,148 | 2,457,754 | 4,836,851 | 1,853,370 |
| Investment securities | 27,003,206 | 16,893,551 | 20,362,873 | 12,739,274 |
| Loans | 107,029,959 | 50,570,411 | 80,710,323 | 38,134,689 |
| Fixed assets | 2,924,471 | 1,272,126 | 2,205,317 | 959,299 |
| Other assets | 6,018,394 | 3,972,267 | 4,538,416 | 2,995,451 |
| Total Assets | ￦ 156,893,802 | ￦ 81,521,573 | US$ 118,312,195 | US$ 61,474,680 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Deposits | ￦ 115,161,304 | ￦ 56,522,145 | US$ 86,842,096 | US$ 42,622,838 |
| Borrowings | 12,556,052 | 7,066,273 | 9,468,405 | 5,328,612 |
| Debentures | 9,076,028 | 6,674,942 | 6,844,151 | 5,033,513 |
| Other liabilities | 11,186,876 | 7,001,692 | 8,435,922 | 5,279,913 |
| Total Liabilities | 147,980,260 | 77,265,052 | 111,590,574 | 58,264,876 |
| Commitments and Contingencies | ||||
| Common stock | 1,498,487 | 1,498,067 | 1,129,995 | 1,129,679 |
| Preferred stock | - | 200,000 | - | 150,818 |
| Capital surplus | 5,683,964 | 1,600,590 | 4,286,226 | 1,206,990 |
| Retained earnings | 1,427,475 | 875,045 | 1,076,446 | 659,864 |
| Capital adjustments | 303,616 | 82,819 | 228,954 | 62,453 |
| Total Shareholders' Equity | 8,913,542 | 4,256,521 | 6,721,621 | 3,209,804 |
| Total Liabilities and Shareholders' Equity | ￦ 156,893,802 | ￦ 81,521,573 | US$ 118,312,195 | US$ 61,474,680 |
Exhibit 2
KOOKMIN BANK
Non-CONSOLIDATED INCOME STATEMENTS
for the years ended December 31, 2001 and 2000
| In Millions of Korean Won | In Thousands of U.S. Dollars | |||
|---|---|---|---|---|
| 2001 | 2000 | 2001 | 2000 | |
| Interest income | ||||
| Interest on due from banks | ￦ 78,983 | ￦ 342,313 | US$ 59,560 | US$ 258,135 |
| Interest on trading securities | 172,045 | 172,001 | 129,738 | 129,704 |
| Interest on investment securities | 1,429,652 | 1,405,833 | 1,078,088 | 1,060,126 |
| Interest on loans | 5,512,882 | 4,405,543 | 4,157,214 | 3,322,180 |
| Other interest income | 123,354 | 79,790 | 93,020 | 60,169 |
| 7,316,916 | 6,405,480 | 5,517,620 | 4,830,314 | |
| Interest expenses | ||||
| Interest on deposits | 3,613,398 | 3,048,313 | 2,724,831 | 2,298,705 |
| Interest on borrowings | 513,876 | 489,342 | 387,509 | 369,008 |
| Interest on debentures | 531,244 | 674,393 | 400,606 | 508,554 |
| Other interest expenses | 62,354 | 40,651 | 47,021 | 30,655 |
| 4,720,872 | 4,252,699 | 3,559,967 | 3,206,922 | |
| Net interest income | 2,596,044 | 2,152,781 | 1,957,653 | 1,623,393 |
| Bad debt expenses | 992,249 | 640,980 | 748,246 | 483,357 |
| Net interest income after bad debt expenses | 1,603,795 | 1,511,801 | 1,209,407 | 1,140,035 |
| Non-interest income | ||||
| Fees & commission income | 620,575 | 331,807 | 467,970 | 250,213 |
| Dividends on trading securities | 323 | 1,908 | 244 | 1,439 |
| Dividends on investment securities | 6,679 | 43,773 | 5,037 | 33,009 |
| Gain on foreign currency transactions | 359,423 | 278,607 | 271,038 | 210,095 |
| Gain on derivatives | 2,278,142 | 1,376,112 | 1,717,926 | 1,037,714 |
| Other | 411,847 | 414,206 | 310,570 | 312,349 |
| 3,676,989 | 2,446,413 | 2,772,784 | 1,844,818 | |
| Non-interest expenses | ||||
| Fees & commission expenses | 138,835 | 50,967 | 104,694 | 38,434 |
| General and administrative expenses | 1,458,544 | 1,010,974 | 1,099,875 | 762,366 |
| Loss on foreign currency transactions | 211,401 | 82,648 | 159,416 | 62,324 |
| Loss on derivatives | 2,317,916 | 1,492,914 | 1,747,919 | 1,125,793 |
| Other | 308,542 | 427,084 | 232,669 | 322,060 |
| 4,435,238 | 3,064,587 | 3,344,573 | 2,310,977 | |
| Operating income | 845,546 | 893,627 | 637,619 | 673,876 |
| Non-operating income, net | 246,705 | 145,769 | 186,038 | 109,923 |
| Net income before income tax expenses | 1,092,251 | 1,039,396 | 823,657 | 783,799 |
| Income tax expenses | 351,686 | 319,696 | 265,203 | 241,080 |
| Net income | ￦ 740,565 | ￦ 719,700 | US$ 558,453 | US$ 542,719 |
| Basic earnings per share | ￦ 3,706 | ￦ 4,047 | US$ 2,795 | US$ 3,052 |
| Diluted earnings per common share | ￦ 3,545 | ￦ 3,464 | US$ 2,673 | US$ 2,61 |
Exhibit 3
KOOKMIN BANK
Non-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS
for the years ended December 31, 2001 and 2000
Dates of appropriations : March 22, 2002 for 2001 and March 15, 2001 for 2000
| In Millions of Korean Won | In Thousands of U.S. Dollars | |||
|---|---|---|---|---|
| 2001 | 2000 | 2001 | 2000 | |
| Retained earnings before appropriations | ||||
| Unappropriated retained earnings carried over from prior yeaR | ￦ 37 | ￦ 20 | US$ 28 | US$ 15 |
| Cumulative effect of accounting changes | (68,184) | (39,621) | (51,417) | (29,878) |
| Net income | 740,565 | 719,700 | 558,453 | 542,719 |
| 672,418 | 680,099 | 507,064 | 512,856 | |
| Transferred from prior years' reserves | ||||
| Reserves for overseas investment losses | 8,483 | 10,800 | 6,397 | 8,144 |
| Appropriations | ||||
| Legal reserves | 74,100 | 72,000 | 55,878 | 54,295 |
| Reserves for business rationalization | 1,000 | 4,800 | 754 | 3,620 |
| Cash dividends (2.0% for common stock in 2001, 10.0% for common stock and 1.0% for preferred stock in 2000) | 29,967 | 151,009 | 22,598 | 113,875 |
| Stock dividends (6.0% for common stock in 2001) | 89,900 | - | 67,793 | - |
| Voluntary reserves | 480,000 | 463,000 | 361,964 | 349,144 |
| Other reserves | 817 | 53 | 616 | 40 |
| 675,784 | 690,862 | 509,603 | 520,973 | |
| Unappropriated retained earnings carried over to the subsequent year | ￦ 5,117 | ￦ 37 | US$ 3,859 | US$ 28 |
Note:
1. All references to Korean "Won" or "￦" in this document are to the currency of the Republic of Korea, and all references to "U.S. Dollars" or "$" are to the currency of the United States of the United States of America.
2. The Won / Dollar translation rate is 1,326.1 Won for 1 Dollar in 2001 and 2000.
3. The amounts expressed in U.S. Dollars are provided soley for the convenience of the reader and have not been audited.
4. The comparative financial statements state the results based on deems accounting method, which preserves former Kookmin Bank as an ongoing entity having acquired former H&CB on November1, 2001. Therefore, all statements for the year of 2000 shall be based on the financial statements of former Kookmin Bank.
General Shareholders’ Meeting Agenda Details for the Fiscal Year of 2001
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