KB Financial Group shareholders approved a 7.5 trillion won ($5 billion) capital reserve reduction on Thursday, clearing the way for a larger pool of tax-free shareholder payouts.
The amount will be transferred to retained earnings, allowing future distributions from the reclassified capital to be exempt from the 15.4 percent tax on dividend income.
Shareholders also approved amendments to the group’s articles of incorporation to reflect revisions to the Commercial Act. The changes expand directors’ fiduciary duty to include shareholders, rather than only the company.
A new clause was added requiring directors to protect the interests of all shareholders and treat them equally in carrying out their duties.
At the annual meeting, shareholders also approved the appointment of lawyer Seo Jeong-ho as a new outside director, while reappointing four incumbent outside directors. Seo, currently with Seoul-based law firm The Wiz, has experience in internal control and tax, along with broader exposure to the financial industry.
The proposal on directors’ pay also passed, keeping the annual compensation cap for all directors unchanged at 3 billion won. The limit on long-term incentives to be granted in treasury shares or their cash equivalent was also left unchanged at 30,000 shares.
In remarks to shareholders, Chairman Yang Jong-hee emphasized trust as the core competitive edge for financial institutions amid rising market volatility.
“As uncertainty grows, competitiveness in finance ultimately comes down to trust,” Yang said.
He added that KB would strengthen responsible management across consumer protection, internal controls, information security and social value, while continuing to deliver performance through transformation and expansion strategies.
Yang also pointed to structural shifts in the financial industry, driven by digital transformation and changing customer behavior.
“The spread of money movement is weakening the stability of traditional profit models, while a new competitive order centered on non-face-to-face and platform-based services is rapidly taking shape,” he said.
jwc@heraldcorp.com
