FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of March 2009
SHINHAN FINANCIAL GROUP CO., LTD.
(Translation of registrant’s name into English)
120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea
(Address of principal executive offices)
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 þ Form 40-F o
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): o
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): o
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .
TABLE OF CONTENTS
Results of General Shareholders’ Meeting for the Fiscal Year of 2008
On March 17, 2009, Shinhan Financial Group held the general shareholders’ meeting for the fiscal
year of 2008, and all five agenda listed below were approved as originally proposed.
| 1) |
|
Approval of balance sheets, income statements and statements of appropriation of retained
earnings for the fiscal year 2008 (January 1, 2008 ~ December 31, 2008) |
| |
| 2) |
|
Revision of Articles of Incorporation |
| |
| 3) |
|
Approval of director remuneration limit |
| |
| 4) |
|
Approval of stock option grant to the executives and division heads of Shinhan Financial Group
and its Subsidiaries |
| |
| 5) |
|
Appointment of directors (13 directors) |
| |
5-1) |
|
Non-executive Director Candidate : Baek Soon Lee |
| |
| |
5-2) |
|
Outside Director Candidate : Boo In Go |
| |
| |
5-3) |
|
Outside Director Candidate : Young Woo Kim |
| |
| |
5-4) |
|
Outside Director Candidate : Yo Koo Kim |
| |
| |
5-5) |
|
Outside Director Candidate : Shee Yul Ryoo |
| |
| |
5-6) |
|
Outside Director Candidate : Ke Sup Yun |
| |
| |
5-7) |
|
Outside Director Candidate : Jung Il Lee |
| |
| |
5-8) |
|
Outside Director Candidate : Sung Bin Chun |
| |
| |
5-9) |
|
Outside Director Candidate : Kap Young Jeong |
| |
| |
5-10) |
|
Outside Director Candidate : Haeng Nam Chung |
| |
| |
5-11) |
|
Outside Director Candidate : Bong Youn Cho |
| |
| |
5-12) |
|
Outside Director Candidate : Young Seok Choi |
| |
| |
5-13) |
|
Outside Director Candidate : Philippe Reynieix |
| 6) |
|
Appointment of Audit Committee members (4 members) |
| |
6-1) |
|
Committee Member Candidate : Young Woo Kim |
| |
| |
6-2) |
|
Committee Member Candidate : Sung Bin Chun |
| |
| |
6-3) |
|
Committee Member Candidate : Kap Young Jeong |
| |
| |
6-4) |
|
Committee Member Candidate : Bong Youn Cho |
For details of the originally proposed agenda, please refer to our Convocation Notice of the
8th general shareholders’ meeting, which was reported as a current report of Form 6-K on
February 19, 2009.
Additionally, on the same day, Shinhan bank, our wholly-owned bank subsidiary, held the general
shareholders’ meeting for the fiscal year of 2008, and the four agendas listed below were approved.
| |
| |
1) |
|
Approval of balance sheets, income statements and statements of appropriation of
retained earnings for the fiscal year 2008 (January 1, 2008 ~ December 31, 2008) |
| |
| |
2) |
|
Approval of Revision to Articles of Incorporation
|
| |
| |
3) |
|
Approval of Director Remuneration Limit |
| |
| |
4) |
|
Appointment of Directors |
On March 16, 2009, Shinhan Card, our wholly-owned credit card subsidiary, also held its general
shareholders’ meeting for the fiscal year 2008 during which the four agendas listed below were
approved.
| |
1) |
|
Approval of balance sheets, income statements and statements of appropriation of
retained earnings for the fiscal year 2008 (January 1, 2008 ~ December 31, 2008) |
| |
| |
2) |
|
Approval of Revision to Articles of Incorporation
|
| |
| |
3) |
|
Appointment of Directors |
| |
| |
4) |
|
Approval of Director Remuneration Limit |
Appointment of new President and CEO
On March 17, 2009, the Board of Directors of Shinhan Financial Group appointed Mr. Sang Hoon Shin as the new President and CEO.
Mr. Shan Hoon Shin was formerly the
President and CEO of Shinhan Bank. Mr. Shin also served as the Managing Director of Shinhan Financial Group
in 2001 and as the Managing Director of Shinhan Bank in 1999.
Grant of Stock Options to Executives and Employees of Shinhan Financial Group and its
Subsidiaries
Pursuant to Article 14 of the Articles of Incorporation, 614,735 shares of stock option were
granted to the Group’s executives and employees through the resolution of our general shareholders’
meeting for the fiscal year of 2008. The exercise price will be
determined as the greater of a) the base exercise price or b) the base exercise price multiplied by
(1 + “Big 3’s average stock growth rate” times 0.2). The base exercise price, which is defined as the arithmetic average of the
volume-weighted average closing price for the (x) 2-month period, (y) 1-month period and (z) 1-week
period immediately preceding the GSM date, has been determined as KRW 23,405 per share. In
addition, the “Big 3” refers to KB Financial Group, Woori Financial Group and Hana Financial Group.
As of today, the fair value of stock option granted is KRW 5,808 per share. Monte Carlo Simulation
model and PDE model pursuant to article 22 of the Korea Financial Accounting Standards have been
applied to the valuation, based on the following assumptions;
| — |
|
Price at valuation date: KRW 23,000 |
| |
| — |
|
Average holding period before exercise: 5 years |
| |
| — |
|
Risk free interest rate: 4.40% |
| |
| — |
|
Average volatility of stock price: 35.00% |
| |
| — |
|
Expected dividend yield : 2.62% |
In addition, including the stock options granted herein there are 7,364,772 number of total
outstanding stock option as of date.
A. Grant of Stock Options (377,665 shares) to Executives of Shinhan Financial Group and its
subsidiaries
| |
|
|
|
|
|
|
|
|
| Company |
|
Title |
|
Name |
|
Grant Volume |
|
|
Chairman
|
|
Eng Chan Ra
|
|
|
35,000 |
|
|
|
President & CEO
|
|
Sang Hoon Shin
|
|
|
31,500 |
|
Shinhan Financial Group
|
|
Deputy President
|
|
Buhmsoo Choi
|
|
|
9,000 |
|
|
|
Deputy President
|
|
Sung Ho Wi
|
|
|
9,000 |
|
|
|
Deputy President
|
|
Chan Hee Jin
|
|
|
9,000 |
|
|
|
President & CEO
|
|
Baek Soon Lee
|
|
|
28,000 |
|
|
|
Deputy President
|
|
Jeum Joo Gweon
|
|
|
9,000 |
|
|
|
Deputy President
|
|
Joo Won Park
|
|
|
9,000 |
|
|
|
Deputy President
|
|
Chan Park
|
|
|
9,000 |
|
Shinhan Bank
|
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Deputy President
|
|
Jung Won Lee
|
|
|
9,000 |
|
| |
|
|
|
|
|
|
|
|
| Company |
|
Title |
|
Name |
|
Grant Volume |
|
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Deputy President
|
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Hyung Jin Kim
|
|
|
9,000 |
|
|
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Deputy President
|
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Young Hoon Lee
|
|
|
9,000 |
|
|
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Deputy President
|
|
Sung Rack Lee
|
|
|
9,000 |
|
|
|
Executive Vice President
|
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Dong Dae Lee
|
|
|
6,750 |
|
|
|
Executive Vice President
|
|
Se Il Oh
|
|
|
6,750 |
|
|
|
Executive Vice President
|
|
Yong Byoung Cho
|
|
|
6,750 |
|
|
|
Executive Vice President
|
|
Jong Bok Moon
|
|
|
6,750 |
|
|
|
President & CEO
|
|
Jae Woo Lee
|
|
|
17,600 |
|
|
|
Deputy CEO
|
|
Hong Kyu Kang
|
|
|
7,425 |
|
Shinhan Card
|
|
Deputy CEO
|
|
Soo Ik Park
|
|
|
7,425 |
|
|
|
Deputy CEO
|
|
Hee Geon Kim
|
|
|
7,425 |
|
|
|
Deputy CEO
|
|
Chun Kuk Lee
|
|
|
6,750 |
|
|
|
Deputy CEO
|
|
Jong Cheol Kim
|
|
|
6,750 |
|
GMSH Securities
|
|
President & CEO
|
|
Hyu Won Lee
|
|
|
16,000 |
|
|
|
Vice President
|
|
Jin Kook Lee
|
|
|
6,750 |
|
|
|
President & CEO
|
|
Jin Won Suh
|
|
|
16,000 |
|
|
|
Vice President
|
|
Byung Chan Lee
|
|
|
6,750 |
|
|
|
Vice President
|
|
Keun Jong Lee
|
|
|
6,750 |
|
Shinhan Life Insurance
|
|
Vice President
|
|
Jeong Kun Lee
|
|
|
6,750 |
|
|
|
Vice President
|
|
Ki Won Kim
|
|
|
6,750 |
|
|
|
Pro Vice President
|
|
Jae Gun Bae
|
|
|
5,400 |
|
|
|
Pro Vice President
|
|
Ho Kyung Bae
|
|
|
5,400 |
|
|
|
President & CEO
|
|
Do-Heui Han
|
|
|
13,200 |
|
Shinhan Capital
|
|
Deputy President
|
|
Jun-Gi Eun
|
|
|
5,940 |
|
|
|
Deputy President
|
|
Sun-Yeol Song
|
|
|
5,400 |
|
|
|
Executive Vice President
|
|
Young-Sub Hwang
|
|
|
4,950 |
|
Shinhan Credit Info
|
|
President & CEO
|
|
Pan Am Lee
|
|
|
6,750 |
|
Total
|
|
Grantees : 37
|
|
No. of Shares
|
|
|
377,665 |
|
| |
B. Grant of Stock Options (237,070 shares) to employees of Shinhan Financial Group and its
subsidiaries
1) Grantees: A total of 70 employees of Shinhan Financial Group and its subsidiaries
2) Number of options to be granted: 237,070 shares in total
* Other terms and conditions are the same as we reported previously on February 19, 2009.
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.
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|
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SHINHAN FINANCIAL GROUP CO., LTD.
|
|
| |
By |
/s/ Buhmsoo Choi
|
|
| |
Name: |
Buhmsoo Choi |
|
| |
Title: |
Chief Financial Officer |
|
| |
Date: March 17, 2009