ING Life Insurance Korea, Ltd. · 2019-02-01 · ING Life Korea is a professional insurance company...

2018

ING Life Insurance Korea, Ltd.

NOTICE OF

THE 2018 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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Table of Contents

Ⅰ. Letter to Shareholders…………………………………………………………………………………………………2

Ⅱ. Executive Summary……………………………………………………………………………………………...........3

- 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 Approval of Revision of Articles of Incorporation

No. 2 Appointment of Director - Outside director candidate: Hyoung Tae Kim

Ⅳ. Additional Information………………………………………………………………………………………………..10

1. 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

2

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

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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

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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

“오렌지라이프생명보험 주식회사”

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 (http://www.inglife.co.kr). 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 (http://www.orangelife.co.kr). 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 (2017.3.22.) Article 1. Effective Date (1) The revised Articles of Incorporation shall be effective from March 22, 2017.

ADDENDA (2018.9.3.) Article 1. Effective Date (1) The revised Articles of Incorporation shall be effective from September 3, 2018.

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Background

ING Life will officially be renamed as 'Orange Life' on September 3, 2018.

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 2018.

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”.

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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

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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 542-8 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 Members

Executive Candidate Recommendation Committee

Chair: Outside Director Hyuk-Sang Kwon Members: Non-Executive Director Jong-Ha Yoon

Outside Director Woong-Soon Song

Agenda No. 2: Appointment of Director - Outside director candidate: Hyoung Tae Kim

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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

Non-Executive Director

October 8, 1963

USA Finance March 30,

2020 None 66%

Jong-Ha Yoon

Non-Executive Director

October 9, 1962

ROK Finance March 30,

2020 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


2019 None 100%

Jay Bum Ahn

Outside Director

December 21, 1963


2019 None 100%

Hyoung Tae Kim

Outside Director

July 7, 1961


2019 None -

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Hyoung Tae Kim

Date of Birth July 7, 1961

Nominator Executive Candidate Recommendation Committee

Relations to the Largest Shareholder

None

Business Transaction with the Company for the Past 3 years

None

Term of Office

(after EGM)

Expires on March 30, 2019

Current Position Chief Economist, Kim & Chang

Visiting Professor, Business School, Seoul National University

BOD Meeting Attendance Rate (prior year)

-

Education

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

Major Work Experience

2015-2017 2014-2016 2014-2015 2008-2014 2003-2008 1998-2003 1995-1997

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.

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Additional Information

1. Number and Classification of Voting Shares

The record date for exercising voting rights at the EGM of Shareholders is July 13, 2018. 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

After EGM

Initially

appointed on 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

Michael Byungju Kim Jong-Ha Yoon

December 24, 2013 March 30, 2018 March 30, 2020

Outside Directors* Outside Directors

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, 2018 -

* 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.

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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 non-

executive 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 day-

to-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.

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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.

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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.

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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.

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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 None

Michael Byungju Kim Non-Executive Director March 2020 Partner and Founder, MBK Partners

Jong-Ha Yoon Non-Executive Director March 2020 Partner and Head of Korea, MBK Partners

Hyuk-Sang Kwon Outside Director March 2019 Chief Executive Officer, Win Asset Management

Woong-Soon Song Outside Director March 2019 Attorney-at-Law and Partner, Shin & Kim

Jay Bum Ahn Outside Director March 2019 Chief Executive Officer, Irum Property Co., Ltd.

Munkuk Cheong has served as our Representative Director and Chief Executive Officer since February 2014.

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 2013. 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 2013. 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 2013. 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.

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Woong-Soon Song has served as our Outside Director since December 2013. 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 2013. 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.

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BOD Activities in 2018

Committee Members Meetings attended/ Meetings

scheduled to attend Attendance Rate

Board of Directors

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%





Audit Committee




Risk Management Committee


Munkuk Cheong 3/3 100%




Woong-Soon Song** 1/1 100%

Remuneration Committee




**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.

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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, 2018.

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, 2018. Also, the Company donated KRW 3,007 million to Orange Hope Foundation during the six-month period ended June 30, 2018.

ING Life Insurance Korea, Ltd. · 2019-02-01 · ING Life Korea is a professional insurance company...

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Transcript of ING Life Insurance Korea, Ltd. · 2019-02-01 · ING Life Korea is a professional insurance company...