Corporate Governance

Board of Directors Composition

  • As of the end of December 2014, IBK’s board of directors (BOD) was comprised of six members, including the chairman & CEO, the senior executive vice president (SEVP), and four outside directors. The senior EVP is appointed by the Financial Services Commission (FSC) for a three-year term based on the recommendation of IBK’s chairman & CEO. Accounting for the majority of the BOD, the outside directors are selected based on their expertise and experience in business management, economics, accounting, law and/or the SME sector. They are also appointed by the FSC on the recommendation of IBK’s chairman & CEO, who is appointed by the President of the Republic of Korea on the recommendation of the Chairman of the FSC.

BOD Major Ac tivities

  • IBK’s board of directors votes on important matters relating to the bank’s business operations. In 2014, the BOD convened 13 meetings to pass 44 resolutions and review 16 reports. Specifically, the fourth BOD meeting on March 31 was convened to vote on the treasury stock sale plan in the form of global depositary receipts (GDR). On May 29, the fifth meeting was held to review a report on management’s responsive plan to BIS capital requirements under the stricter global capital regulations. The eighth regular meeting was called to vote on a plan to stabilize the Post Next-Generation System and working-level responsiveness.
  • In 2015, IBK will continue with its efforts toward exemplary corporate governance that meet the highest global standards through regular BOD meetings, discussions and activities. In particular, the bank’s management board and its BOD will play a leading role in establishing open and principle-based management practices, while also developing constructive relations with all stakeholders for more advanced corporate governance.

Subcommittees

  • IBK’s BOD has three subcommittees under its wing—the BOD Governance Committee, Management Compensation Committee and Risk Management Committee. These committees collectively serve to promote the transparent and balanced management of the bank. To ensure independence in operating these subcommittees, the Management Compensation Committee consists solely of outside directors, and the Risk Management Committee is chaired by an outside director.
BOD Governance Committee
  • The BOD Governance Committee consists of six executive and outside directors, and is led by the chairman & CEO of the bank. The committee reviews ways to improve the operational efficiency and function of the BOD and its subcommittees. It also facilitates the BOD’s activities and upholds shareholder and stakeholder value through interactive communication with them. The committee narrows the list of candidates for outside director posts to later submit to IBK’s CEO, who subsequently recommends names to the FSC for appointment. In addition, it appoints bank executives based on recommendations by the bank’s CEO and deliberates on agenda items submitted by the BOD.
Management Compensation Committee
  • Comprised of four outside directors, this committee reviews the evaluation and compensation scheme for the management performance of executive directors and division heads.
Risk Management Committee
  • The Risk Management Committee is composed of four executive/outside directors. It is chaired by an outside director who is appointed by the BOD. This committee devises and approves risk management policies to maintain sufficient levels of capital adequacy ratios, and manages various types of risks that may arise in the course of the bank’s normal business activities.

Ownership Structure

    (No. of Shares, %)

  • Overseas Remittance
      Common Stocks Preferred Stocks Total
    Government and GRE*
    ROK Government 283,347,649 51.2% 44,847,038 45.8% 328,194,687 50.4%
    Korea Development Bank 10,490,000 1.9% 46,915,282 47.9% 57,405,282 8.8%
    Korea Eximbank 8,501,153 1.5% 6,210,000 6.3% 14,711,153 2.3%
    Sub-Total 302,338,802 54.7% 7,972,320 100.0% 400,311,122 61.5%
    Others
    Other Shareholders 550,878,443 45.3% 0 - 250,878,443 38.5%
    Total 553,217,245 100.0% 97,972,320 100.0% 651,189,565 100.0%
    • * GRE : Government Related Entities of which the government is the major shareholder