ING Life Insurance Korea, Ltd.

Transcription

1 2018 ING Life Insurance Korea, Ltd. NOTICE OF THE 2018 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

2 Table of Contents Ⅰ. Letter to Shareholders 2 Ⅱ. Executive Summary Information of 2018 Extraordinary General Meeting of Shareholders - Matters to be voted on at our 2018 EGM Ⅲ. Agendas to be voted on.4 No.1 No. 2 Approval of Revision of Articles of Incorporation Appointment of Director - Outside director candidate: Hyoung Tae Kim Ⅳ. Additional Information Number and Classification of Voting Shares 2. Method of Resolutions 3. Members of the Board of Directors after the 27th Annual General Meeting of Shareholders 4. Corporate Governance 5. Related Party Transactions 1

3 Letter to Shareholders Dear valued shareholders, You are cordially invited to attend the 2018 Extraordinary General Meeting of Shareholders (EGM) of ING Life Korea. We will hold the meeting on Thursday, August 23, 2018, at 10:00 a.m. (Korea Standard Time), at our office in Seoul Korea (ING Center, 37, Sejong-daero 7-gil, Jung gu). We have enclosed our proxy statement, which is a notice of the agenda to be considered at the meeting. The EGM is being held to approve our brand change and to appoint an outside director to the Board, replacing Suk Heun Yoon who resigned from the Board in May. In this proxy material we have provided background information on the brand change, and biographical details of the Director standing for election, so that shareholders have a better understanding of their rights and can make an informed decision in relation to the subject matters of the EGM. It is the Board s judgement that all items proposed for consideration and approval by the shareholders at the EGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the shareholders to vote in favour of the proposed resolutions. Your participation at the EGM is very important to us and you can exercise your right to vote whether or not you choose to attend the meeting. Thank you for your continued investment in ING Life Korea. We look forward to welcoming you to our meeting. Best regards, Munkuk Chung President & CEO ING Life Korea 2

4 Executive Summary Information for 2018 Extraordinary General Meeting of Shareholders DATE AND TIME PLACE RECORD DATE 10:00AM, Thursday, August 23, 2018 (Local Time) 37, Sejong-daero 7-gil, Jung-gu, Seoul (Sunhwa-dong, ING Center) July 13, 2018 Matters to be voted on at our 2018 EGM No.1 Approval of Revision of Articles of Incorporation No. 2 Appointment of Director - Outside director candidate: Hyoung Tae Kim 3

5 Agendas to be voted on Agenda No. 1: Approval of Revision of Articles of Incorporation Voting Item Pursuant to Article 433 of the Commercial Code of Korea, we seek shareholders approval at the 2018 Extraordinary General Meeting of Shareholders for the revision of the Articles of Incorporation. Current Provision Proposed Amendments Rationale for Change Article 1. Company Name The name of the Company is 아이엔지생명보험주식회사 in Korean, and in English, ING Life Insurance Korea, Ltd. (hereinafter referred to as the Company ). Article 1. Company Name The name of the Company is 오렌지라이프생명보험주식회사 in Korean, and in English, Orange Life Insurance, Ltd. (hereinafter referred to as the Company ). Company Name Change Article 4. Public Notices Public Notices by the Company shall be posted on the Company s website ( If the website is not available due to computer malfunctions, or any other inevitable reasons, public notices can be given by inserting them in the Maeil Kyungjae Shinmun, a daily circulation newspaper publication in Seoul, Korea. Article 4. Public Notices Public Notices by the Company shall be posted on the Company s website ( If the website is not available due to computer malfunctions, or any other inevitable reasons, public notices can be given by inserting them in the Maeil Kyungjae Shinmun, a daily circulation newspaper publication in Seoul, Korea. Same as above ADDENDA ( ) Article 1. Effective Date (1) The revised Articles of Incorporation shall be effective from March 22, ADDENDA ( ) Article 1. Effective Date (1) The revised Articles of Incorporation shall be effective from September 3,

6 Background ING Life will officially be renamed as 'Orange Life' on September 3, Background for renaming ING Life Korea is a professional insurance company with the highest level of financial stability, as proven by its no.1 ranked solvency position - the ability of an insurer to cover their liabilities in Korea. The 5-year brand license agreement with ING Group under which the company has been able to use the ING Life Korea name will expire in December Over the past few years, ING Life Korea has conducted customer credibility research, global benchmarking and engaged brand consultants to transform the company into a customer-oriented organization and to build a new brand identity as a specialized insurer who leads Korea's financial industry. Why 'Orange Life'? "Orange" has been developed as a valuable and recognizable sub-brand of ING Life Korea - ING Life has deployed so-called "orange" marketing by utilizing the word orange and the color orange throughout our communications, including advertising, SNS, product-related issues, and CSR activities. "Orange Life" acknowledged by global brand consultancy - Working with a global brand consulting firm, many names were considered, but Orange Life was ultimately selected as the best, representing the company s heritage, vitality, ethics, values, and employee culture. "Orange Life" favored and well-recognized by customers - In a customer survey, 85% of respondents preferred Orange Life over the alternative variations around the name Orange. 5

7 Meaning of Orange Life brand? The shield symbol The color orange is used to uphold ING Life s brand asset of Orange. Inspired by the shape of a traditional shield, the logo is a modern expression of coverage and protection, which is the essence of life insurance. Orange Life is young, fresh and innovative, while remaining very prudent and serious about its mission as an insurance partner. The Pathway element in the shield conveys our strong will to always be with our customers to give protection along their life journey, which is our reason for existence. Orange Life upholds the brand values and brand identity of ING Life, conveying customer trust and uniqueness through color. The name itself gives a positive impression of a vibrant life moving towards a brighter future. The name echoes our customers lives and expresses a strong drive toward customer-oriented innovation 6

8 Agenda No. 2: Appointment of Director - Outside director candidate: Hyoung Tae Kim Voting Item(s) Pursuant to Article 382 of the Commercial Code of Korea, we seek shareholders approval at the 2018 Extraordinary General Meeting of Shareholders (EGM) for the appointment of one outside director. At the 2018 EGM, we will seek approval from shareholders for the appointment of the following outside director. Agenda Item No. 2 Outside Director Candidate: Mr. Hyoung Tae Kim Overview Following the resignation of Mr. Suk Heun Yoon (former outside director of the Company) as of May 7, 2018, the Board of Directors currently consists of 6 directors: 1 Executive Director, 2 Non-Executive Directors and 3 Outside Directors. To comply with Article of the Commercial Code of Korea and Article 12 of the Act on Corporate Governance of Financial Companies (hereinafter the Corporate Governance Act ), the Company seeks to appoint an outside director, whereupon the outside directors would constitute a majority of the total number of directors on the Board. In compliance with the Corporate Governance Act, the Company has established an Executive Candidate Recommendation Committee, which recommends candidates for the Chief Executive Officer, Outside Directors and Audit Committee Members. It is required by the Corporate Governance Act that candidates for the aforementioned positions be reviewed and recommended by the Committee before they are appointed at the General Meeting of Shareholders. Committee Executive Candidate Recommendation Committee Members Chair: Outside Director Hyuk-Sang Kwon Members: Non-Executive Director Jong-Ha Yoon Outside Director Woong-Soon Song 7

9 Director Recommendations On June 28, 2018, a meeting of the Executive Candidate Recommendation Committee was held to recommend Mr. Hyoung Tae Kim as a candidate for Outside Director. Such recommendation was reported to the Board of Directors on the same date. Members of the Board of Directors after the 2018 EGM Name Director Classification Date of Birth Nationality Profession End of Tenure Share Ownership 2018 BOD Meeting Attendance Rate Munkuk Cheong Executive Director May 23, 1959 ROK Finance February 3, 2020 None 100% Michael Byungju Kim Jong-Ha Yoon Non- Executive Director Non- Executive Director October 8, 1963 October 9, 1962 USA ROK Finance Finance March 30, 2020 March 30, 2020 None 66% None 100% Woong- Soon Song Outside Director February 4, 1953 ROK Legal Affairs March 30, 2019 None 100% Hyuk-Sang Kwon Outside Director October 28, 1962 ROK Finance March 30, 2019 None 100% Jay Bum Ahn Outside Director December 21, 1963 ROK Finance March 30, 2019 None 100% Hyoung Tae Kim Outside Director July 7, 1961 ROK Finance March 30, 2019 None - 8

10 Hyoung Tae Kim Date of Birth July 7, 1961 Nominator Relations to the Largest Shareholder Business Transaction with the Company for the Past 3 years Term of Office (after EGM) Current Position Executive Candidate Recommendation Committee None None Expires on March 30, 2019 Chief Economist, Kim & Chang Visiting Professor, Business School, Seoul National University BOD Meeting Attendance Rate (prior year) - Education Major Work Experience Seoul National University, Korea, B.B.A. Seoul National University, Korea, M.B.A. Seoul National University, Korea, Ph.D. in Finance MIT, Sloan School, MA, USA, Post-doctorate Global Institute of Financial Innovation, Managing Director & CEO The George Washington University, School of Business, Visiting Professor International Monetary Fund, Asia-Pacific Division, Visiting Scholar Korea Capital Market Institute, President Korea Securities Research Institute, Vice President Korea Securities Research Institute, Research Fellow University of Pennsylvania, Wharton School, Senior Research Fellow Reasons for Recommendation Hyoung Tae Kim is a chief economist at Kim & Chang and a visiting professor at Seoul National University. Mr. Kim served as the President of the Korea Capital Market Institute and played a pivotal role in institutionalizing private equity funds, ELS, the Capital Market Act as well as the Financial Holding Company Act. He served as a member of the National Economic Advisory Council, which is a constitutional body advising on economic matters to the President of Korea. Mr. Kim researched and lectured at the Business School of The George Washington University, and, as a managing director of the Global Institute of Financial Innovation, he consulted state governments and venture companies of the U.S. Among other qualifications, Mr. Kim brings to the Board executive leadership experience, including his service as a chief executive officer and president of financial research institutes, along with extensive financial expertise. 9

11 Additional Information 1. Number and Classification of Voting Shares The record date for exercising voting rights at the EGM of Shareholders is July 13, As of the record date, there are 82,000,000 shares outstanding, all of which are valid shares for voting. 2. Method of Resolution Pursuant to the provisions of the Commercial Code of Korea, Agenda No.1 shall be approved by at least two thirds of shares present at the meeting and at least one third of the total shares issued and outstanding, Agenda No.2 shall be approved by a majority of shares present at the meeting and at least one fourth of the total shares issued and outstanding. 3. Members of the Board of Directors after the 2018 Extraordinary General Meeting of Shareholders Before EGM Initially appointed on After EGM Reappointed on End of Tenure Executive Director Executive Director Munkuk Cheong Munkuk Cheong February 3, 2014 February 3, 2017 February 3, 2020 Non-Executive Directors Non-Executive Directors Michael Byungju Kim Jong-Ha Yoon Outside Directors* Michael Byungju Kim Jong-Ha Yoon Outside Directors December 24, 2013 March 30, 2018 March 30, 2020 Hyuk-Sang Kwon Jay Bum Ahn Woong-Soon Song Hyuk-Sang Kwon Jay Bum Ahn Woong-Soon Song December 24, 2013 March 30, 2018 March 30, 2019 Hyoung Tae Kim August 23, * An Outside Director is defined as a member of a corporation's Board of Directors who is not an employee of the company and has no operational responsibilities within the company, as is stipulated under the Commercial Code of Korea and the Corporate Governance Act. 10

12 4. Corporate Governance Overview The Company has established a stable and transparent governance structure in order to maximize the interests of shareholders and policyholders. The Board of Directors and sub-board committees are composed as follows: The Board of Directors Our Board of Directors has the ultimate responsibility for the administration of corporate affairs. Our Articles of Incorporation currently provide for a Board of Directors consisting of no less than five directors, at least three of whom must be Outside Directors. Executive Directors are directors who are full-time executive officers of our company. Non-Executive Directors are directors who are not full-time executives of our company, while Outside Directors are nonexecutive directors elected from among those persons who do not have a special relationship with the Company, which would interfere with the exercising of their independent judgment. Directors are elected at a general meeting of shareholders by a majority vote of those present or represented, so long as the affirmative votes also represent no less than 25% of the issued and outstanding shares with voting rights. Our Outside Directors are elected from among candidates who meet the qualifications set forth in the Commercial Code of Korea and the Corporate Governance Act. The Representative Director is a director elected by a resolution of our Board of Directors and is empowered to make dayto-day business decisions as our Chief Executive Officer. Munkuk Cheong currently serves as our Representative Director. Board Committees In accordance with the Corporate Governance Act, we have established the following committees under our Board of Directors: Executive Candidate Recommendation Committee; Audit Committee; Risk Management Committee; and Remuneration Committee. 11

13 Executive Candidate Recommendation Committee Under the Commercial Code of Korea, the Corporate Governance Act and our Articles of Incorporation, we are required to have an Executive Candidate Recommendation Committee consisting of at least three directors, a majority of whom must be Outside Directors. The Executive Candidate Recommendation Committee is responsible for reviewing and recommending candidates for Outside Directors, Audit Committee Members and the Chief Executive Officer for election at the general meeting of shareholders. The Executive Candidate Recommendation Committee currently consists of three directors: Jong-Ha Yoon, Woong-Soon Song and Hyuk-Sang Kwon. The Executive Candidate Recommendation Committee holds meetings only when candidates for Outside Directors, Audit Committee members or the Chief Executive Officer need to be recommended. 12

14 Audit Committee Under the Commercial Code of Korea, the Corporate Governance Act and our Articles of Incorporation, we are required to have an Audit Committee consisting of three or more directors, at least two-thirds of whom must be Outside Directors. Members of the Audit Committee are elected by our shareholders at the General Meeting of Shareholders. The committee reviews all audit and compliance-related matters and makes recommendations to our Board of Directors, if necessary. The Audit Committee s primary responsibilities are as follows; Approving the appointment of external auditors; Approving the annual internal audit plans; Evaluating the audit results and action plans made by business management; Reviewing annual financial statements; Reviewing our system of controls and policies; Considering the effects of significant changes in accounting practices; and Dealing with matters stipulated in the laws or AOI or delegated from the BOD In connection with the AGM of shareholders, the Committee examines the agenda for financial statements and other reports to be submitted by the Board of Directors at each AGM of shareholders. Risk Management Committee The Risk Management Committee is responsible for overseeing all risks relating to our operations and advising our Board of Directors with respect to risk management-related issues. The principal activities of the Risk Management Committee include: Establishing and reviewing our overall risk management policies and procedures; Determining specific risk tolerance levels and capital allocations for various business activities; Monitoring our capital adequacy and solvency levels; and Overseeing the operation of our risk management systems and coordinating with subcommittees and councils, as well as the Risk Management Office, to facilitate an integrated risk management workflow. The Risk Management Committee currently consists of five directors: Jay Bum Ahn, Hyuk-Sang Kwon, Woong-Soon Song, Munkuk Cheong and Jong-Ha Yoon. Meetings of the Risk Management Committee are held quarterly, and on an ad hoc basis if necessary. 13

15 Remuneration Committee The Remuneration Committee is responsible for reviewing and determining the operation of our compensation program. Our Remuneration Committee s primary responsibilities include: Reviewing and approving corporate goals and objectives relevant to the compensation of our directors and employees; Establishing and reviewing annually any stock ownership guidelines applicable to our directors and management; Determining and approving the compensation level (including base and incentive compensation) and direct and indirect benefits of Executive Officers and employees; and Any other matters delegated by our Board of Directors. The Remuneration Committee currently consists of three directors: Jong-Ha Yoon, Jay Bum Ahn and Hyuk-Sang Kwon. Meetings of the Remuneration Committee are held annually, and on an ad hoc basis if necessary. 14

16 Profile of BOD Members The table below sets forth our directors, and their positions, as of the record date of the EGM. The business address of each of our directors, as well as our Executive Officers, is our registered office at ING Center, 37, Sejong-daero 7- gil, Jung-gu, Seoul 04511, Korea. (As of July 13, 2018) Name Position End of Current Term Other Current Positions Munkuk Cheong Representative Director, President and Chief Executive Officer February 2020 Michael Byungju Kim Non-Executive Director March 2020 Jong-Ha Yoon Non-Executive Director March 2020 Hyuk-Sang Kwon Outside Director March 2019 Woong-Soon Song Outside Director March 2019 Jay Bum Ahn Outside Director March 2019 None Partner and Founder, MBK Partners Partner and Head of Korea, MBK Partners Chief Executive Officer, Win Asset Management Attorney-at-Law and Partner, Shin & Kim Chief Executive Officer, Irum Property Co., Ltd. Munkuk Cheong has served as our Representative Director and Chief Executive Officer since February Previously, Mr. Cheong served as president and Chief Executive Officer of ACE Life Korea and Allianz Life Korea, and as Chief Executive Officer of AIG Global Investment Korea. Mr. Cheong holds a Bachelor of Arts degree in Dutch Studies from Hankuk University of Foreign Studies. Michael Byungju Kim has served as our Non-Executive Director since December Mr. Kim currently also serves as partner and founder of MBK Partners. Previously, Mr. Kim served as president of Carlyle Asia Partners, managing director and Chief Operating Officer of Asia-Pacific Investment Banking for Salomon Smith Barney and executive director of Goldman Sachs & Co. Mr. Kim holds a Bachelor of Arts degree in English from Haverford College and a Master of Business Administration degree from Harvard Business School. Jong-Ha Yoon has served as our Non-Executive Director since December Mr. Yoon currently also serves as partner and head of Korea for MBK Partners. Previously, Mr. Yoon served as co-president of Korea for Carlyle Asia Partners and managing director of Financial Advisory Services at KPMG in Seoul. Mr. Yoon holds a Bachelor of Arts degree in Economics from Georgetown University, a Master of Public Policy degree from the John F. Kennedy School of Government at Harvard University and a Doctor of Philosophy degree in Economics from the University of Chicago. Hyuk-Sang Kwon has served as our Outside Director since December Previously, Mr. Kwon served as head of Equity Division at Hanwha Asset Management and director of Equity Investment Division at Yurie Asset Management. Mr. Kwon holds a Bachelor of Arts degree in Agricultural Economics from Korea University and a Master of Business Administration degree from the University of Missouri. 15

17 Woong-Soon Song has served as our Outside Director since December Mr. Song currently also serves as senior partner at Shin & Kim. Previously, Mr. Song served as general counsel for the Samsung Group and Samsung Life Insurance. Mr. Song holds a Bachelor of Laws and Master of Laws degrees from Seoul National University and a Master of Laws degree from Columbia Law School. Jay Bum Ahn has served as our Outside Director since December Previously, Mr. Ahn served as Executive Officer of LINA Life Korea and MetLife Korea, and also served as Chief Marketing Officer and Direct Sales Officer of Standard Chartered Bank Korea. Mr. Ahn holds a Bachelor of Arts degree in Marketing from George Mason University and a Master of Business Administration degree from American University. 16

18 BOD Activities in 2018 Committee Board of Directors Executive Candidate Recommendation Committee Audit Committee Risk Management Committee Members Meetings attended/ Meetings scheduled to attend Attendance Rate Munkuk Cheong 6/6 100% Michael Byungju Kim 4/6 66% Jong-Ha Yoon 6/6 100% Hyuk-Sang Kwon 6/6 100% Jay Bum Ahn 6/6 100% Woong-Soon Song 6/6 100% Suk Heun Yoon** 4/4 100% Hyuk-Sang Kwon 2/2 100% Jong-Ha Yoon 2/2 100% Woong-Soon Song 2/2 100% Woong-Soon Song 3/3 100% Hyuk-Sang Kwon 3/3 100% Jay Bum Ahn 3/3 100% Suk Heun Yoon** 2/2 100% Munkuk Cheong 3/3 100% Jong-Ha Yoon 3/3 100% Hyuk-Sang Kwon 3/3 100% Jay Bum Ahn 3/3 100% Woong-Soon Song** 1/1 100% Jay Bum Ahn 2/2 100% Remuneration Committee Suk Heun Yoon** 2/2 100% Jong-Ha Yoon 2/2 100% **Since outside director Suk Heun Yoon has resigned from Board of Directors, along with Sub-Board Committees, as of May 7, 2018, other outside directors have been respectively appointed as members of the sub-board committees; Woong-Soon Song as a member of Risk Management Committee, and Hyuk-Sang Kwon as a member of Remuneration Committee. 17

19 5. Related Party Transactions Transactions with largest Shareholders There are no credit grants to the Life Investment Limited or no acquisition of the stocks issued by Life Investment Limited, which is the largest shareholder of our company as of June 30, Dividends paid to Life Investment Limited for the six-month period ended June 30, 2018 and 2017 were KRW 82,450 million and KRW 167,034 million, respectively. Transactions with related parties The Company s transactions with other related parties are marketing related expenses of KRW 73 million and the balance of related payables is KRW 8 million as of June 30, Also, the Company donated KRW 3,007 million to Orange Hope Foundation during the six-month period ended June 30,