KB FINANCIAL GROUP INC. On February 27, 2015, KB Financial Group Inc. ("KBFG") convened its Non-executive Director Candidate Nominating Committee (chaired by Kun Ho Hwang) (the "Committee") to verify the qualifications of non-executive director candidates and finalized its recommendation of seven candidates as nominees: Young Hwi Choi, Woon Youl Choi, Suk Ryul Yoo, Michael Byungnam Lee, Jae Ha Park, Eunice Kyonghee Kim and Jongsoo Han.
The Committee was newly formed on January 19, 2015, and is composed of four non-executive directors (Kun Ho Hwang, Jae Ho Cho, Myung Jig Kim and Sung Hwan Shin) and one executive director (Jong Kyoo Yoon). Shareholder representativeness, expertise and diversity were adopted as the core principles to be observed in appointing non-executive directors.
The most noteworthy feature of the non-executive candidate nomination process was the division of the process into the following three stages, each conducted by a body independent of the other two: (i) compilation of a pool of candidates, (ii) evaluation of the candidate pool and (iii) nomination of the final candidates. Such candidate nomination process was reflective of recommendations made by the Corporate Governance Improvement Task Force, assisted by an outside consulting firm, and helped establish a basis for a multifaceted and objective non-executive director candidate nomination process
To ensure formation of a pool of non-executive director candidates with requisite expertise and diversity, financial services, accounting, finance, law/regulation, risk management or HR/IT have been identified and specified as the areas in which potential candidates should possess expertise. By adopting a system that allows all of KBFG's shareholders to recommend potential non-executive director candidates, an industry first, a list of 17 candidates was compiled over a two-week period (January 12, 2015 ~ January 23, 2015). In addition, two executive recruiting firms compiled, a pool of 70 candidates, equivalent to ten times the number of non-executive directors that were expected to be appointed and classified them by area of expertise specified above. Discounting two overlapping candidates who had been recommended by both the shareholders and the executive recruiting firms, a total of 85 candidates comprised the initial pool of candidates.
The initial pool of 85 candidates was subsequently reduced to 21 by nine selection advisory council members, including shareholder representatives, former CEOs of large corporations and experts in finance, corporate governance, accounting, law and other areas. To maintain the objectivity and independence of the selection process, the identity of the selection advisory council members was kept confidential, both externally and internally. Each council member evaluated, in accordance with the guidelines provided by an outside consulting firm, the qualifications of candidates based on their areas of expertise and business expertise, as well as their capabilities and character, including their leadership, integrity and fitness for office.
On February 17, 2015, the Committee deliberated at length on the merits of the 21 candidates, taking into consideration their areas of expertise, age and gender, and selected the following seven candidates by their area of expertise: Young Hwi Choi and Suk Ryul Yoo in financial services, Jongsoo Han in accounting, Woon Youl Choi in finance, Eunice Kyonghee Kim in law/regulation, Jae Ha Park in risk management and Michael Byungnam Lee in HR/IT. On February 27, 2015, upon completion of qualification verifications, the Committee nominated the seven candidates as final non-executive director candidates.
The significance of this non-executive director candidate nomination process is the division of the process into three stages, with each stage being conducted by a body independent from one another and thereby enhancing objectivity. In addition, the process was open to shareholders via shareholder recommendation of potential candidates for non-executive directors. Of the 17 candidates recommended by the shareholders, three have been nominated as final non-executive director candidates, which, as pointed out by a KBFG official, is expected to improve shareholder representativeness of the Board of Directors.
The seven nominees are expected to be appointed as non-executive directors of KBFG, subject to shareholder approval at the annual general meeting of shareholders of KBFG, which is scheduled to be held on March 27, 2015.
- Nominees for Non-Executive Directors
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