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 April 2005
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 [X] Form 40-F [ ]
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): _______
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): _______
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 [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______.
SUMMARY OF 2004 BUSINESS REPORT
On March 31, 2005, Shinhan Financial Group ("SFG") filed the FY 2004 business
report (the "Business Report") with the Financial Supervisory Service of the
Republic of Korea ("Korea") pursuant to the Securities and Exchange Act of
Korea. This is the summary of the Business Report translated into English.
Non-material or previously disclosed information are omitted or abridged.
The financial information in this report has been prepared in accordance with
accounting principles generally accepted in Korea.
TABLE OF CONTENTS
1. Introduction of the Group
2. Business Results
3. Independent Accountant
4. Directors, Executive Officers and Employees
5. Activities of Board of Directors and sub-committees
6. Share Ownership Information
7. Market Price Information of Our Common Shares and ADRs
8. Related Party Transactions
Exhibit 99- 1. Independent Accountant's Audit Report (Non Consolidated Financial
Statements)
Exhibit 99-2. Independent Accountant's Audit Report (Consolidated Financial
Statements)
2
1. INTRODUCTION OF THE GROUP
2004 COMPANY HISTORY
- Mar. 2004 Shinhan Bank sold out 29,873,359 common shares (Common
Shares) or 10.15% of Shinhan Financial Group through
the block trading.
- Apr. 2004 Terminated the joint venture in the credit information
business and bought back Lone Star's 49% ownership in
Shinhan Credit Information.
- Jun. 2004 Small-scale share swap with Chohung Bank completed
Chohung Bank became our wholly owned subsidiary.
- Sep. 2004 Decided to acquire the minority common and
preferred shares of Good Morning Shinhan Securities by the
end of December 2004 through the small-scale share swap and
tender offer.
- Dec. 2004 Small-scale share swap with Good Morning Shinhan Securities
completed. Good Morning Shinhan Securities became our
wholly owned subsidiary.
- Dec. 2004 Shinhan Private Equity was established as our wholly owned
subsidiary.
PRINCIPAL SUBSIDIARIES UNDER KOREAN LAW AS OF DECEMBER 31, 2004
DIRECT SUBSIDIARIES
Subsidiaries Ownerships by SFG
------------ -----------------
Shinhan Bank 100.0%
Chohung Bank 100.0%
Good Morning Shinhan Securities 2) 100.0%
Shinhan Card 100.0%
Shinhan Capital 100.0%
Shinhan BNP Paribas ITMC 50.0%
Jeju Bank 1) 62.4%
SH&C life Insurance 50.0%
e-Shinhan 73.7%
Shinhan Macquarie 51.0%
Shinhan Credit Information 100.0%
Shinhan Private Equity 100.0%
1) Jeju Bank is currently listed on the Korea Stock Exchange.
2) Good Morning Shinhan Securities was delisted from the Korea Stock
Exchange on January 5th, 2005.
3
INDIRECT SUBSIDIARIES HELD THROUGH DIRECT SUBSIDIARIES
Ownerships by
Direct Subsidiaries Indirect Subsidiaries the Parent
------------------- --------------------- -------------
Shinhan Bank Shinhan Data System 100.0%
Shinhan Finance (Hong Kong) 100.0%
Chohung Bank Chohung ITM 79.8%
Chohung Finance (Hong Kong) 100.0%
CHB America Bank 100.0%
Chohung Bank GmbH 100.0%
Chohung Vina Bank 50.0%
CHB Valuemeet 2001 year 1st Securitization 50.0%
CHB Valuemeet 2001 year 2nd Securitization 50.0%
CHB Valuemeet 2002 year 1st Securitization 50.0%
Good Morning Shinhan Good Morning Shinhan Securities Europe 100.0%
Securities Good Morning Shinhan Securities USA 100.0%
CAPITALIZATION
The table below sets forth the changes to the number of issued and
outstanding shares of the Group since its incorporation on September 1, 2001.
Number of Subscription
Date of Purpose of shares Par Value price per
issuance issuance Types of shares issued (KRW) share
--------------- ------------------- ----------------- ------------ ---------- --------------
2001. Sept. 01 Incorporation Common Shares 292,344,192 5,000 11,761
2002. Jun. 06 Share Exchange(1) Common Shares 15,891 5,000 -
2002. Oct. 01 Share Exchange(1) Common Shares 786 5,000 -
2002. Dec. 31 Share Exchange(1) Common Shares 256 5,000 -
2003. Aug. 19 Cash Subscription(2) Preferred Shares 6,000,000 5,000 150,000
2003. Aug. 19 Share Exchange(3) Preferred Shares 46,583,961 5,000 18,086
2003. Aug. 19 Share Exchange(4) Preferred Shares 44,720,603 5,000 18,086
2003. Sept. 26 Cash Subscription(5) Common Shares 1,864,065 5,000 14,832
2003. Oct. 01 Share Exchange(1) Common Shares 11,626 5,000 -
2003. Dec. 31 Share Exchange(1) Common Shares 164,484 5,000 -
2004. Jun. 22 Share Exchange(6) Common Shares 14,682,590 5,000 -
2004. Dec. 23 Share Exchange(7) Common Shares 10,235,121 5,000 -
1) Issued in exchange for Shinhan Bank's common shares which were issued
as a result of an exercise of warrants by the holders of bonds with
warrants.
2) Redeemable preferred shares issued to a third party to raise cash for
the Group's purchase of Chohung Bank shares which were held by Korean
Deposit Insurance Corporation.
3) Redeemable preferred shares issued as consideration for the Group's
purchase of Chohung Bank shares which were held by Korea Deposit
Insurance Corporation.
4) Redeemable convertible preferred shares issued as consideration for
the Group's purchase of Chohung Bank shares which were held by Korea
Deposit Insurance Corporation.
4
5) BNP Paribas Luxembourg subscribed for 1,864,065 shares of the Group's
common stock to maintain its 4% equity ownership on a fully diluted
basis taking into account the full conversion of the 44,720,603 shares
of redeemable convertible preferred shares issued by the Group to
Korea Deposit Insurance Corporation.
6) On June 22, 2004, we issued 14,682,590 common shares in exchange for
Chohung Bank's 108,438,628 common shares. With the small-scale share
swap, our equity ownership in Chohung Bank increased from 84.95% to
100.00%.
7) On December 23, 2004, we issued 10,235,121 common shares in exchange
for Good Morning Shinhan Securities' 61,491,966 common shares and
1,980,380 preferred shares. With the small-scale share swap, our
equity ownership in Good Morning Shinhan Securities increased from
59.02% to 100.00%.
NUMBER OF SHARES BY TYPE
The table below sets forth the number of the issued and outstanding shares of
the Group as of December 31, 2004
Total amount of
Types of Shares Number of Shares par value
--------------- ---------------- -----------------
Common Shares 319,319,011 1,596,595,055,000
Redeemable Preferred Shares 52,583,961 262,919,805,000
Redeemable Convertible Preferred Shares 44,720,603 223,603,015,000
----------- -----------------
Total 416,623,575 2,083,117,875,000
----------- -----------------
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
(1) CONTRIBUTION TO ESOA (EMPLOYEE STOCK OWNERSHIP ASSOCIATION)
Contributed to Contribution Date Contribution Amount Contributor Use of money
------------------------------ --------------------- -------------------- -------------- --------------------
Association Accounts Jan. 14, 2004 154,660 SFG ESOA operating
expense
Jun. 3, 2004 83,622,780 SFG Stock Purchase
Jan. 30, 2004 10,099,000 SHB ESOA operating
expense
Jun. 1, 2004 4,760,000,000 SHB Stock Purchase
Mar. 26, 2004 112,725,000 Shinhan Stock Purchase
Capital
May 20, 2004 166,382 Shinhan ESOA operating
Capital expense
-------------- --------------- --------- --------------
Sub-total 4,966,767,822 --
-------------- --------------- --------- --------------
Employee Accounts Dec. 31, 2004 10,372,150,000 Employees --
-------------- --------------- --------- --------------
Sub-total 10,372,150,000 --
-------------- --------------- --------- --------------
Total 15,338,917,822 --
-------------- --------------- --------- --------------
5
(2) CHANGES IN ESOA SHARE OWNERSHIP
(UNIT: SHARES)
Share type Beginning Balance Increase Decrease Ending Balance
(Jan. 1. 2004) (Dec.31. 2004)
----------------- ------------------ ------------------ ---------------- ----------------- ----------------
Association Common Shares 357,888 292,655 397 650,146
Accounts
Employee Common Shares -- -- -- --
Accounts
-------------- ------- ------- ------- -------
Total -- 357,888 292,655 397 650,146
-------------- ------- ------- ------- -------
1) Shinhan Financial Group introduced the Employee Stock Ownership Plan
(ESOP) on December 5, 2002 and currently, Shinhan Financial Group,
Shinhan Bank and Shinhan Capital participate in the ESOP.
2) The ending balance as of December 31, 2004 consists of as follows;
10,370 shares for Shinhan Financial Group, 632,929 shares for Shinhan
Bank, and 6,847 shares for Shinhan Capital.
3) Matters occurred subsequent to the 2004 fiscal year end:
The share ownership of the ESOA's employee accounts increased to
368,177 shares on March 2005. The shares were purchased with the
employee contribution of December 31, 2004.
6
DIVIDENDS
2004 2003 2002
--------------- --------------- ---------------
Par value of the stock (KRW) 5,000 5,000 5,000
Net Income for the year (in million KRW) 1,050,295 362,988 603,931
Earnings per share (KRW) 3,197 1,063 2,066
Earnings available to shareholders (1) (in million KRW) 1,384,463 746,699 590,062
Total amount of cash dividend (in million KRW) 347,890 242,114 157,493
Total amount of stock dividend (in million KRW) - - -
Cash dividend payout ratio (%) (2) 33.12 66.7 26.08
1) Earnings available to shareholders are computed by taking Retained Earnings
before Appropriation and subtracting the Legal Reserves. Both numbers are taken
from the Statement of Appropriation of Retained Earnings.
2) Cash Dividend payout ratio is computed by dividing Total amount of cash
dividend by Net Income for the year.
2. BUSINESS RESULTS
OPERATIONAL RESULTS
2004 2003 2002
(Jan.1~Dec.31) (Jan.1~Dec.31) (Jan.1~Dec.31)
-------------- -------------- --------------
Operating Revenue 1,224,147 617,074 645,367
Gain using the equity 1,108,952 519,287 620,697
method of accounting
Interest income 114,264 97,787 24,670
Other income 931 - -
Operating Expense 147,638 251,366 43,147
Loss using the equity 212 129,886 2,007
method of accounting
Operating Income 1,076,509 365,708 602,220
7
SOURCE AND USE OF FUNDS
SOURCE OF FUNDS
(in millions of Korean Won)
2004 2003 2002
(Jan.1~Dec.31) (Jan.1~Dec.31) (Jan.1~Dec.31)
---------------------- ---------------------- ---------------------
Average Ratio Average Ratio Average Ratio
Balance (1) (%) Balance (1) (%) Balance (1) (%)
----------- ------- ------------ ----- ----------- -----
Stockholders' Equity 6,770,562 74.00 4,768,492 73.82 3,877,215 89.45
Capital Stock 2,012,812 22.00 1,660,319 25.70 1,461,770 33.72
Capital Surplus 3,485,465 38.10 2,512,502 38.89 1,976,637 45.60
Retained Earnings 1,130,293 12.35 692,409 10.72 379,170 8.75
Capital Adjustment 141,992 1.55 -96,738 -1.50 59,638 1.38
Borrowings 2,378,244 26.00 1,691,375 26.18 457,359 10.55
Debentures 2,017,816 22.06 1,434,951 22.21 359,240 8.29
Other liabilities 360,428 3.94 256,424 3.97 98,119 2.26
--------- ------ --------- ------ --------- ------
Total 9,148,806 100.00 6,459,867 100.00 4,334,574 100.00
--------- ------ --------- ------ --------- ------
1) The Average Balance was calculated by averaging the ending balance
of each quarter.
USE OF FUNDS
(in millions of Korean Won)
2004 2003 2002
(Jan.1~Dec.31) (Jan.1~Dec.31) (Jan.1~Dec.31)
--------------------- --------------------- ---------------------
Average Ratio Average Ratio Average Ratio
Balance (1) (%) Balance (1) (%) Balance (1) (%)
----------- ------ ----------- ----- ----------- -----
Investments on equity stock 7,100,773 77.61 5,882,011 77.81 3,874,018 89.38
Shinhan Bank 3,709,669 40.55 3,139,126 41.53 3,134,106 72.3
Chohung Bank 2,411,868 26.36 1,831,964(2) 24.24 -- --
Good Morning Shinhan Securities (3) 610,171 6.67 537,265 7.11 447,117 10.32
Shinhan Card 162,378 1.77 191,094 2.53 149,800 3.46
Shinhan Capital 112,775 1.23 95,384 1.26 71,171 1.64
Shinhan BNP Paribas 22,435 0.25 22,109 0.29 39,010 0.90
E-Shinhan 2,617 0.03 3,331 0.04 4,281 0.10
Shinhan Macquarie 1,159 0.01 578 0.01 583 0.01
Jeju Bank 49,418 0.54 44,783 0.59 23,855 0.55
Shinhan Credit Information 4,628 0.05 2,392 0.03 1,169 0.03
SH&C Life Insurance 13,655 0.15 13,985 0.19 2,926 0.07
Shinhan Private Equity 1,958 0.02 -- -- -- --
Investment on Bonds -- -- 905 0.01 1,279 0.03
Loans 1,953,788 21.36 1,618,091 21.41 390,275 9.00
Fixed Assets 1,508 0.02 1,434 0.02 1,272 0.03
Intangible Assets 477 0.01 471 0.01 163 0
Cash Deposit in bank 55,370 0.61 25,326 0.34 57,241 1.32
Other Assets 36,893 0.40 30,808 0.41 10,325 0.24
--------- ----- --------- ----- --------- -----
Total 9,148,809 100 7,559,046 100 4,334,574 100
--------- ----- --------- ----- --------- -----
1) The Average Balance was calculated by averaging the ending balance of
each quarter.
2) Represents the average balance calculated by averaging Chohung Bank's
ending balances of 3rd and 4th quarter 2003, because Chohung Bank was
acquired in August 2003. Because of
8
this, the total source of fund is not equal to total use of fund for
the year 2003.
3) The Average Balance of Good Morning Shinhan Securities for 2002 is the
sum of the pre-merger balances of Shinhan Securities and Good Morning
Securities.
OTHER FINANCIAL INFORMATION
REQUISITE CAPITAL RATIO
(in millions of Korean Won)
2004 2003 2002
--------- --------- ---------
Aggregate Amount of Equity Capital (A) 9,867,854 8,847,673 4,842,795
Requisite Capital (B) 7,625,261 7,472,030 3,698,754
Requisite Capital Ratio (A/B) 1) 129.41% 118.41% 130.93%
1) Under the guidelines issued by the Financial Supervisory Commission
applicable to financial holding companies, we, at the holding company
level, are required to maintain a minimum requisite capital ratio of
100%.
WON LIQUIDITY RATIO
(in millions of Korean Won)
2004 2003 2002
------- ------- -------
Won Assets due within 3 months (A) 221,335 16,687 14,945
Won Liabilities due within 3 months (B) 212,081 15,504 6,480
Won Liquidity Ratio (A/B) 1) 104.36% 107.63% 230.63%
1) Under the guidelines issued by the Financial Supervisory Commission,
we, at the holding company level, are required to maintain a Won
liquidity ratio of not less than 100%.
LIABILITIES TO EQUITY RATIO
(in millions of Korean Won)
2004 2003 2002
--------- --------- ---------
Liabilities (A) 2,325,043 2,176,875 774,759
Adjusted Equity (B) 1) 7,747,609 5,523,410 4,010,220
Liabilities to Equity Ratio (A/B) 30.01% 39.41% 19.32%
1) Adjusted Equity was calculated by subtracting the amount of intangible
assets from total net assets.
9
CAPITAL ADEQUACY RATIO AND OTHER RATIOS OF CERTAIN SUBSIDIARIES
(1) Total Capital Adequacy Ratio (%)
2004 2003 2002
----- ----- -----
Shinhan Bank 11.94 10.49 10.92
Chohung Bank 9.40 8.87 8.66
Jeju Bank 10.91 10.96 11.71
* The Total Capital Adequacy Ratios are computed in accordance
with the guidelines issued by the Financial Supervisory
Commission for commercial banks. Under these guidelines,
commercial banks are required to maintain a minimum capital
adequacy ratio of 8%.
(2) Net Capital Ratio (%)
Dec.31 2004 Mar.31 2004 Mar.31 2003
----------- ----------- -----------
Good Morning Shinhan Securities 438.38 480.69 412.60
* Net Capital Ratio is computed in accordance with the
guidelines issued by the Financial Supervisory Service for
securities investment trust businesses. Under these
guidelines, Good Morning Shinhan Securities is required to
maintain a minimum net capital ratio of 100%.
(3) Adjusted Equity Capital Ratio (%)
2004 2003 2002
----- ----- -----
Shinhan Card 16.48 13.78 10.86
* The Adjusted Equity Capital Ratio represents the ratio of
total adjusted shareholder's equity to total adjusted assets
and is computed in accordance with the guidelines issued by
the Financial Supervisory Commission for credit card
companies. Under these guidelines, Shinhan Card is required to
maintain a minimum adjusted equity capital ratio of 8%.
(4) Non Performing Loans
(in 100 millions of Korean Won)
Dec.31. 2004 Dec.31. 2003 Dec.31. 2002
(March 31, 2004 for GMS (March 31, 2003 for GMS
Securities) Securities)
------------------------- -------------------------- -------------------------
Balance of NPL to Balance of NPL to Balance of NPL to
NPL total NPL total Loans NPL total
Loans (%) (%) Loans (%)
------------ ------------ ------------ ------------- ------------ ------------
Shinhan Bank 1) 4,344 0.84 3,985 0.82 2,983 0.69
Chohung Bank 1) 8,141 1.89 18,796 4.19 19,811 4.02
Jeju Bank 1) 303 2.33 298 2.27 238 1.86
GMS Securities 2) 294 13.5 382 13.48 410 19
Shinhan Card 3) 375 4.46 747 6.34 714 2.82
1) Non-performing loans of banks are defined as those loans are
past due more than 90 days or those are placed on non-accrual
status according to the guidelines of the
10
Financial Supervisory Service.
2) Under the guidelines of the Financial Supervisory Service,
every securities company shall classify its loans into five
categories: "normal", "precautionary", "substandard",
"doubtful", and "estimated loss". Under the Group's internal
measures, non-performing loans of Good Morning Shinhan
Securities includes loans classified as "substandard",
"doubtful", and "estimated loss."
3) Under the guidelines of the Financial Supervisory Service,
every credit card company shall classify its loans into five
categories: "normal", "precautionary", "substandard",
"doubtful", and "estimated loss." Under the Group's internal
measures, non-performing loans of Shinhan Card includes loans
classified as "substandard", "doubtful", and "estimated loss."
(5) Loan Loss Allowances & Write-offs for the period
(in 100 millions of Korean Won)
Jan.1,2004~ Jan. 1, 2003~ Jan.1,2002~
Dec.31, 2004 Dec.31, 2003 Dec.31, 2002
------------ ------------ ------------
Shinhan Bank Loan Loss Domestic 6,630 7,919 4,925
Allowance Overseas 805 745 733
Total 7,435 8,664 5,658
Write-offs 2,349 715 1,375
Chohung Loan Loss Domestic 9,555 16,026 16,988
Bank Allowance Overseas 512 563 563
Total 10,067 16,589 17,551
Write-offs 14,002 17,812 11,007
Jeju Bank Loan Loss Domestic 322 345 273
Allowance Overseas - - -
Total 322 345 273
Write-offs 247 179 240
GM Loan Loss Domestic 294 309 370
Shinhan Allowance Overseas - - -
Securities 1) Total 294 309 370
Write-offs 20 - 75
Shinhan Card Loan Loss Domestic 498 946 961
2) Allowance Overseas - - -
Total 498 946 961
Write-offs 2,332 2,770 544
1) The fiscal year of Good Morning Shinhan Securities ends on
March 31 of each year. Accordingly, the relevant periods for
Good Morning Shinhan Securities are adjusted as follows: (i)
from April 1, 2004 to December 31, 2004, (ii) from April 1,
2003 to March 31, 2004, and (iii) from April 1, 2002 to March
31, 2003.
2) Shinhan Card was incorporated on July 1, 2002.
11
3. INDEPENDENT ACCOUNTANT
AUDIT OPINION FOR THE LAST 3 YEARS
2004 2003 2002
----------- ----------- -----------
Audit Opinion Unqualified Unqualified Unqualified
COMPENSATION TO THE INDEPENDENT AUDITOR FOR AUDIT AND REVIEW SERVICES
The following is a description of the fees for audit and review
services performed by our independent auditor for the last three years in
connection with our financial statements prepared in accordance with generally
accepted accounting principles in Korea.
Year Auditor Payment (KRW) Working hours
---- ------- ------------- -------------
2004 KPMG Samjong Accounting Corp. 300,000,000 2,504 hours
2003 KPMG Samjong Accounting Corp. 210,000,000 1,560 hours
2002 KPMG Samjong Accounting Corp. 150,000,000 1,484 hours
COMPENSATION FOR SERVICES OTHER THAN AUDIT AND REVIEW
The following is a description of the fees and commissions paid to our
independent auditor for the services set forth below for the last three years.
Year Month Service description Payment (KRW)
---- ----- ------------------- -------------
2004 Jan. Consulting services for disclosure control and 1,375,000,000
procedure & Internal control system
2003 Sept. Due diligence on the Chohung Bank 904,000,000
July Valuation of common shares of Chohung Bank 100,000,000
2002 -- -- --
12
4. DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
DIRECTORS AND EXECUTIVE OFFICERS
1) Executive Directors
Our executive directors are as follows as of March 31, 2005:
Date of
Name Birth Position Service Term
---- ------------ -------- ------------
Eung Chan Ra Nov. 25, 1938 Chairman of BOD 3 years starting from March
Chairman of the Board Steerin 25, 2004
Committee
Young Hwi Choi Oct. 28, 1945 President & CEO 3 years starting from March
25, 2004
2) Non-Executive Directors
Currently, 13 non executive directors are in office. Out of them, 10 are
outside directors, nominated by our Outside Director Recommendation Committee
and appointed pursuant to the approval of general shareholders' meeting on March
30, 2005.
Our non-executive directors are as follows:
Name Date of Birth Current Position Service Term
-------------------- --------------- -------------------------------------- --------------------------------
In Ho Lee Nov. 2, 1943 Non-Executive Directors 3 years starting from March
25, 2004
Young Seok Choi Jul. 2, 1929 Non-Executive Directors, 3 years starting from March
Audit Committee member, 25, 2004
Yong Woong Yang Aug. 4, 1948 Non-Executive Directors 3 years starting from March
25, 2004
Pyung Joo Kim Feb.6, 1939 Outside Director 1 year starting from March 30,
Board Steering Committee member 2005
Chair of Risk Management Committee
Il Sup Kim Jul.1, 1946 Outside Director 1 year starting from March 30,
Audit Committee member 2005
Sang Yoon Lee Sep.13, 1942 Outside Director 1 year starting from March 30,
Audit Committee member 2005
Yoon Soo Yoon Mar. 5, 1946 Outside Director 1 year starting from March 30,
Risk Management Committee member 2005
Shee Yul Ryoo Sep. 5, 1938 Outside Director 1 year starting from March 30,
Board Steering Committee member 2005
Byung Hun Park Sep. 10, 1928 Outside Director 1 year starting from March 30,
Board Steering Committee member 2005
Young Hoon Choi Nov. 8, 1928 Outside Director 1 year starting from March 30,
2005
Si Jong Kim Apr. 16, 1937 Outside Director 1 year starting from March 30,
Audit Committee member 2005
Dong Hyun Kwon Nov. 27, 1936 Outside Director 1 year starting from March 30,
Audit Committee member 2005
Philippe Reynieix Jun. 24, 1949 Outside Director 1 year starting from March 30,
Risk Management Committee member 2005
For the personal profiles of the outside directors, please refer to our Form
6-K filed on March 11, 2005, in which we included the resume of director
candidates.
13
3) Executive Officers
In addition to the executive directors, we currently have the following
executive officers:
Name Date of Birth Position Taking Charge of
---- ------------- -------- ----------------
Jae Woo Lee Jul. 2, 1950 Senior Executive Vice Subsidiary Management Team I,
President Integration Management Team, and
Integration Planning Team (Human
Resource)
Chil Sun Hong Aug. 20, 1946 Senior Executive Vice Subsidiary Management Team II,
President Synergy Management Team,
Audit & Compliance Team, and
Integration Planning Team (Business
Process Reengineering, Basel II, CRM)
Byung Jae Cho Jan. 6, 1951 Senior Executive Vice Planning & Financial Management Team,
President Investor Relations Team, and
Public Relations Team
Baek Soon Lee Oct. 8, 1952 Senior Executive Vice Information & Technology Planning
President Team, and General Service Team
STOCK OPTIONS
Number Number Number Number
of of of of Exercise
Name of the Granted Exercised Options Exercisable Price
Grant date Guarantee Option 1) option Cancelled option (KRW) Positions held at
--------------- --------------------- ---------- ---------- ---------- ----------- ---------- --------------------------
22-May-02 Ra, Eung Chan 94,416 - - 94,416 18,910 Shinhan Financial Group
22-May-02 Choi, Young Hwi 47,208 - - 47,208 18,910 Shinhan Financial Group
22-May-02 Shin, Sang Hoon 28,325 - - 28,325 18,910 Shinhan Financial Group
22-May-02 Choi, Bhang-Gil 18,883 - - 18,883 18,910 Shinhan Financial Group
22-May-02 Lee, In-Ho 32,162 - - 32,162 18,910 Shinhan Bank
22-May-02 Moon, Hong Soon 17,426 - - 17,426 18,910 Shinhan Bank
22-May-02 Lee, Jae Woo 18,873 - - 18,873 18,910 Shinhan Bank
22-May-02 Huh, Joong Ok 15,564 - - 15,564 18,910 Shinhan Bank
22-May-02 Kim, Sahng-Dae 18,873 - - 18,873 18,910 Shinhan Bank
22-May-02 Youn, Gwang Lim 18,873 - - 18,873 18,910 Shinhan Bank
22-May-02 Oh, Young-Kook 8,041 - - 8,041 18,910 Shinhan Bank
22-May-02 Nam, Kee Do 8,041 - - 8,041 18,910 Shinhan Bank
22-May-02 Jang, Myoung-Kee 14,918 - - 14,918 18,910 Shinhan Bank
22-May-02 Shin, Christopher 11,673 - - 11,673 18,910 Shinhan Bank
22-May-02 Lee, Dae Woon 11,673 - - 11,673 18,910 Shinhan Bank
22-May-02 Lee, Dong Girl 26,953 - - 26,953 18,910 Shinhan Capital
22-May-02 Jung, Yun Kang 7,409 7,409 - 0 18,910 Shinhan Capital
22-May-02 Son, Woong Man 3,828 - - 3,828 18,910 Shinhan Capital
22-May-02 Hwang, Jung Hun 3,828 - - 3,828 18,910 Shinhan Capital
22-May-02 Song, Byung Kuk 13,325 - - 13,325 18,910 Shinhan Financial Group
and other 6 officers
22-May-02 Kim, Duk Jung and 449,929 19,500 - 430,429 18,910 Subsidiaries of SFG
other 329 officers
15-May-03 Ra, Eung Chan 100,000 - - 100,000 11,800 Shinhan Financial Group
15-May-03 Choi, Young Hwi 90,000 - - 90,000 11,800 Shinhan Financial Group
15-May-03 Choi, Bhang-Gil 20,000 - - 20,000 11,800 Shinhan Financial Group
15-May-03 Han, Min Ky 20,000 - - 20,000 11,800 Shinhan Financial Group
14
Number Number Number Number
of of of of Exercise
Name of the Granted Exercised Options Exercisable Price
Grant date Guarantee Option 1) option Cancelled option (KRW) Positions held at
--------------- --------------------- ---------- ---------- ---------- ----------- ---------- --------------------------
15-May-03 Song, Youn Soo 20,000 - - 20,000 11,800 Shinhan Financial Group
15-May-03 Shin, Sang Hoon 80,000 - - 80,000 11,800 Shinhan Bank
15-May-03 Moon, Hong Soon 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Lee, Jae Woo 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Huh, Joong Ok 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Kim, Sahng-Dae 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Youn, Gwang Lim 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Cho, Woo Seop 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Kim, Hee Soo 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Han, Do Heui 20,000 - - 20,000 11,800 Shinhan Bank
15-May-03 Shin, Christopher 15,000 - - 15,000 11,800 Shinhan Bank
15-May-03 Lee, Dae Woon 15,000 - - 15,000 11,800 Shinhan Bank
15-May-03 Hong Sung Kyun 30,000 - - 30,000 11,800 Shinhan Card
15-May-03 Lee Tae Kyu 10,000 - - 10,000 11,800 Shinhan Card
15-May-03 Kim Seong Won 10,000 - - 10,000 11,800 Shinhan Card
15-May-03 Shim, Woo Yeob 10,000 - - 10,000 11,800 Shinhan Card
15-May-03 Lee, Dong Girl 30,000 - - 30,000 11,800 Shinhan Capital
15-May-03 Jung, Yun Kang 10,000 - - 10,000 11,800 Shinhan Capital
15-May-03 Jang, Myoung-Kee 10,000 - - 10,000 11,800 Shinhan Capital
15-May-03 Shim, Beom Seong 10,000 - - 10,000 11,800 Shinhan Credit
15-May-03 Song, Byung Kuk and 14,600 - - 14,600 11,800 Shinhan Financial Group
other 7 officers
15-May-03 Seo, Jin Won and 501,700 - 9,200 492,500 11,800 Subsidiaries of SFG
other 339 officers
25-Mar-04 Ra, Eung Chan 100,000 - - 100,000 21,595 Shinhan Financial Group
25-Mar-04 Choi, Young Hwi 90,000 - - 90,000 21,595 Shinhan Financial Group
25-Mar-04 Choi, Bhang Gil 30,000 - - 30,000 21,595 Shinhan Financial Group
25-Mar-04 Hong, Chil Sun 20,000 - - 20,000 21,595 Shinhan Financial Group
25-Mar-04 Kim, Hee Soo 20,000 - - 20,000 21,595 Shinhan Financial Group
25-Mar-04 Cho, Byung Jae 20,000 - - 20,000 21,595 Shinhan Financial Group
25-Mar-04 Lee, Baek Soon 20,000 - - 20,000 21,595 Shinhan Financial Group
25-Mar-04 Shin, Sang Hoon 80,000 - - 80,000 21,595 Shinhan Bank
25-Mar-04 Cho, Jae Ho 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Lee, Jae Woo 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Youn, Gwang Lim 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Cho, Woo Sup 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Han, Min Ky 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Song, Youn Soo 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Han, Do Heui 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Suh, Jin Won 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Yang, Shin Keun 20,000 - - 20,000 21,595 Shinhan Bank
25-Mar-04 Oh, Sang Young 15,000 - - 15,000 21,595 Shinhan Bank
25-Mar-04 Hong, Sung Kyun 30,000 - - 30,000 21,595 Shinhan Card
25-Mar-04 Lee, Tae Gyu 10,000 - - 10,000 21,595 Shinhan Card
25-Mar-04 Kim, Seong Won 10,000 - - 10,000 21,595 Shinhan Card
25-Mar-04 Shim, Woo Yeop 10,000 - - 10,000 21,595 Shinhan Card
25-Mar-04 Kim, Moon Han 10,000 - - 10,000 21,595 Shinhan Card
25-Mar-04 Lee, Dong Girl 30,000 - - 30,000 21,595 Shinhan Capital
25-Mar-04 Kim, Sahng Dae 10,000 - - 10,000 21,595 Shinhan Capital
25-Mar-04 Oh, Seung Keun 10,000 - - 10,000 21,595 Shinhan Capital
25-Mar-04 Shim, Beom Seong 10,000 - - 10,000 21,595 Shinhan Credit Information
25-Mar-04 Song, Byung Kuk and 13,900 - - 13,900 21,595 Shinhan Financial Group
15
Number Number Number Number
of of of of Exercise
Name of the Granted Exercised Options Exercisable Price
Grant date Guarantee Option 1) option Cancelled option (KRW) Positions held at
--------------- --------------------- ---------- ---------- ---------- ----------- ---------- --------------------------
other 7 officers
25-Mar-04 Kam, Hong Gon and 582,700 - 7,400 575,300 21,595 Subsidiaries of SFG
other 400 officer
30-Mar-05 Eung Chan Ra 100,000 - - 100,000 28,006 Shinhan Financial Group
30-Mar-05 Young Hwi Choi 90,000 - - 90,000 28,006 Shinhan Financial Group
30-Mar-05 Pyung Joo Kim 10,000 - - 10,000 28,006 Shinhan Financial Group
30-Mar-05 Il Sup Kim 10,000 - - 10,000 28,006 Shinhan Financial Group
30-Mar-05 Sang Yoon Lee 10,000 - - 10,000 28,006 Shinhan Financial Group
30-Mar-05 Yoon Soo Yoon 10,000 - - 10,000 28,006 Shinhan Financial Group
30-Mar-05 Shee Yul Ryoo 10,000 - - 10,000 28,006 Shinhan Financial Group
30-Mar-05 Jae Woo Lee 20,000 - - 20,000 28,006 Shinhan Financial Group
30-Mar-05 Chil Sun Hong 20,000 - - 20,000 28,006 Shinhan Financial Group
30-Mar-05 Byung Jae Cho 20,000 - - 20,000 28,006 Shinhan Financial Group
30-Mar-05 Baek Soon Lee 20,000 - - 20,000 28,006 Shinhan Financial Group
30-Mar-05 Sang Hoon Shin 80,000 - - 80,000 28,006 Shinhan Bank
30-Mar-05 Jao Ho Cho 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Gwang Lim Yoon 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Min Ky Han 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Do Heui Han 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Jin Won Suh 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Shin Keun Yang 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Sang Young Oh 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Hyu Won Lee 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Sang Woon Choi 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Eun Sik Kim 20,000 - - 20,000 28,006 Shinhan Bank
30-Mar-05 Dong Soo Choi 80,000 - - 80,000 28,006 Chohung Bank
30-Mar-05 Jee Hong Yoo 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Bhang Gil Choi 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Hee Soo Kim 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Kwang Yub Chung 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Hong Hee Chae 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Yong Uk O 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Jeong Woo Chang 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Jae Yoo Kim 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 In Joon Chaey 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Chang Seong Moon 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Sung Yoon Kim 20,000 - - 20,000 28,006 Chohung Bank
30-Mar-05 Woo Keun Lee 40,000 - - 40,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Kang Won Lee 40,000 - - 40,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Sung No Lee 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Hyeon Jae Han 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Chae Young Jung 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Seok Joong Kim 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Jin Kook Lee 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Yoo Shin Jung 15,000 - - 15,000 28,006 Good Morning Shinhan Securities
30-Mar-05 Sung Kyun Hong 40,000 - - 40,000 28,006 Shinhan Card
30-Mar-05 Tea Kyu Lee 15,000 - - 15,000 28,006 Shinhan Card
30-Mar-05 Sung Won Kim 15,000 - - 15,000 28,006 Shinhan Card
30-Mar-05 Woo Yeop Shim 12,000 - - 12,000 28,006 Shinhan Card
30-Mar-05 Moon Han Kim 12,000 - - 12,000 28,006 Shinhan Card
30-Mar-05 Dong Girl Lee 40,000 - - 40,000 28,006 Shinhan Capital
30-Mar-05 Sang Dae Kim 15,000 - - 15,000 28,006 Shinhan Capital
16
\
Number Number Number Number
of of of of Exercise
Name of the Granted Exercised Options Exercisable Price
Grant date Guarantee Option 1) option Cancelled option (KRW) Positions held at
--------------- --------------------- ---------- ---------- ---------- ----------- ---------- --------------------------
30-Mar-05 Seung Keun Oh 12,000 - - 12,000 28,006 Shinhan Capital
30-Mar-05 Boem Seong Shin 15,000 - - 15,000 28,006 Shinhan Credit Information
30-Mar-05 Jeum Joo Gweon and 22,000 - - 22,000 28,006 Shinhan Financial Group
other 12 officers
30-Mar-05 Young Moon Cheon 1,427,200 - - 1,427,200 28,006 Subsidiaries of SFG
and other 987
officers
------------------ --------- ------- ------- --------- --------- --------------------------
TOTAL - 6,023,321 26,909 16,600 5,979,812 - -
------------------ --------- ------- ------- --------- --------- --------------------------
1) Number of options granted on May 22, 2002 was adjusted to the
current number on May 21 2004 as terms of the exercise
condition were finalized. For more detailed information,
please refer to our Form 6-Ks filed on May 24, 2004 and June
4, 2004.
* The stock options granted in 2002 and 2003 are exercisable
during the 4 year period after the second anniversary from the
grant date. The stock options granted in 2004 are exercisable
during 3 year period after the second anniversary from the
grant date. The stock options granted in 2005 are exercisable
during 4 year period after the third anniversary from the
grant date.
EMPLOYEES
(As of December 31, 2004)
Number of Average length of Total Salaries and wages paid Average Payment per
Employees Service during 2004 person (in mil. of
(in mil. of Korean Won) Korean Won)
-------------- ------------------------- ----------------------------- -----------------------
Male 72 1 year and 7 months 7,217 100
Female 15 1 year and 9 months 658 35
Total 87 1 year and 8 months 7,875 87
17
5. ACTIVITIES OF BOARD OF DIRECTORS AND SUB-COMMITTEES FOR THE YEAR 2004 AND
2005
MEETINGS OF BOARD OF DIRECTORS
Date Agenda Approval
-------------- -------------------------------------------------------------------------------- ---------
1 Jan 13, 2004 1. Appointment of Non-director Management Approved
- Appointment of Senior Executive Vice Presidents, Hee Soo Kim and Baek Soon
Lee
2 Feb. 9, 2004 1. Closing of the 3rd FY (2003.1.1~2003.12.31) Approved
- Net Income of the Group: KRW 362.2 billion
3 Feb 24, 2004 1. Convening of the 3rd General Meeting of Shareholders Approved
- Meeting shall be held on March 25, 10 a.m.
2. Partial Amendment to the Articles of Incorporation Approved
- Specialization of Sub-Committees and Introduction of Electric Disclosure
System
3. Remuneration levels for Directors Approved
- KRW 3 billion, same as pervious year
4. Stock Option Grant to the Management Approved
- The stock option was granted to 27 persons with respect to 705,000 shares
5. Stock Option Grant to the Head of the Department Approved
- Maximum 700,000 shares in total
4 Mar. 25, 2004 1. Appointment of Representative Director Approved
- Representative Director & Chairman: Eung Chan Ra
2. Appointment of Risk Management Committee members Approved
- Chairman: Pyung Joo Kim, Member: Yoon Soo Yoon, Philippe Reynieix
5 Apr. 12, 2004 1. Implementation of Share Swap and Tender Offer in order to make Chohung Bank Approved
a wholly-owned subsidiary
- One share of common stock of Chohung Bank is exchangeable into 0.1354 share
of Shinhan Financial Group common stock.
6 May, 10, 2004 1. Establishment and Amendment for the provision relating to the Improvement Approved
of Governance Structure
- Establishment of Board Steering Committee, Outside Director Candidate
Recommendation Committee, and Compensation Committee
2. Appointment of members of Board Steering Committee, Outside Director Approved Candidate Recommendation
Committee, and Compensation Committee
- Appointment of 5 members for Board Steering Committee, and 5 members
for Compensation Committee, etc.
3. Approval for the Limit of Corporate Bond Issuance at the second half of 2004 Approved
- Limit : KRW 1,100 billion (including US$50 million)
4. Adjustment of the numbers of Stock Options Granted in 2002 Approved
- 13 officers have retired within two years
7 Sep. 17, 2004 1. Implementation of Share Swap in order to make Good Morning Shinhan Approved
Securities a wholly-owned subsidiary
- One share of common stock of GMSH is exchangeable into 0.1633 share of
common stock of the Group; and one preferred share of GMSH is exchangeable
into 0.0977 share of common stock of the Group
8 Nov. 9, 2004 No resolution items -
9 Dec. 16, 2004 1. FY 2005 Business and budget planning Approved
- FY 2005 business strategy financial planning and budgeting for the Group and
subsidiaries
2. Approval of the limitation on financial supports to subsidiaries for the FY Approved
2005
- Total limits: KRW 2 trillion
- Subsidiaries: Shinhan Bank, Chohung Bank, Good Morning Shinhan Securities,
Shinhan Card, Shinhan Capital, and Jeju Bank
3. Approval of the limitation on the issue of corporate bonds for the FY 2005\ Approved
- KRW 1.4 trillion (including US 0.1 billion of foreign currency)
18
Date Agenda Approval
------------- --------------------------------------------------------------------------------- ----------
4. Acquisition of Shinhan Private Equity Ltd. Approved
- Acquisition to be reported on January 17, 2005
5. Appointment of Senior Executive Vice President Approved
- Jae Woo Lee (Service Term: 2 years)
10 Feb. 2, 2005 1. Closing of the 4th FY (Jan.1, 2004 ~ Dec. 31, 2004) Approved
2. Appointment of Outside Director Recommendation Committee members Approved
- Byung Hun Park, Eung Chan Ra, Pyung Joo Kim, Dong Hyun Kwon, and
Yoon Soo Yoon
11 Feb 22, 2005 1. Convening of the 4th General Meeting of Shareholders Approved
- 10:00 AM, March 30, 2005 (Wend.)
2. Remuneration levels for Directors Approved
- KRW 4 billion
3. Stock option grant to executives, employees and outside directors of the Approved
Group and Subsidiaries
- 1,196,000 shares for executive, 50,000 shares for outside directors, and up
to 1,500,000 shares for employees
12 March 30, 2005 1. Appointment of Board steering Committee members Approved
- Eung Chan Ra, Young Hwi Choi, Byung Hun Park, Pyung Joo Kim, and Shee Yul
Ryoo
2. Appointment of Risk Management Committee members Approved
- Pyung Joo Kim, Yoon Soo Yoon, and Reynieix
3. Decision on Director compensation level Approved
MEETINGS OF BOARD STEERING COMMITTEE
Date Agenda
-------------- ----------------------------------------------------------------------------
1 May 10, 2004 1. Appointment of Chair of Board Steering Committee Approved
- Eung Chan Ra
2 Dec. 16, 2004 1. Deliberation on a candidate for executive officers Approved
- Name of candidate: Jae Woo Lee
3 Feb. 2, 2005 1. Recommendation of members for Outside Director Recommendation Committee Approved
- Byung Hun Park, Eung Chan Ra, Pyung Joo Kim, Dong Hyun Kwon, and Yoon
Soo Yoon
4 Feb. 22, 2005 1. Recommendation of members for Audit Committee Approved
- Il Sup Kim, Dong Hyun Kwon, Young Seok Choi, Sang Yun Lee, Si Jong Kim
2. Decision of compensation scheme for non-executive directors and outside Approved
directors
- expenses required for directors' activities, stock option grant
3. Deliberation on stock option grant to outside directors with Approved
professional expertise
- stock options to purchase 50,000 shares in total (10,000 shares per
person)
MEETINGS OF RISK MANAGEMENT COMMITTEE
Date Agenda
------------- ------------------------------------------------------------------------------
1 Feb. 24, 2004 - Reporting Item: Minimum Capital Adequacy Ratio and Plan for Risk Management -
by each Type in 2004
2 May 10, 2004 - No Approval Item -
- Reporting Item: Status of Capital Adequacy Ratio of Group and of Risk Limit
by each Type, etc.
3 Sep. 7, 2004 - No Approval Item
- Reporting Item: Status of Capital Adequacy Ratio of Group and of Risk Limit -
by each Type, etc.
4 Dec. 7, 2004 - No Approval Item
- Reporting Item: Status of Capital Adequacy Ratio of Group and of Risk Limit -
by each Type, etc.
5 Feb 22, 2005 - Approval item: Minimum Capital Adequacy Ratio and Plan for Risk Management Approved
by each Type in 2005
- Reporting item: Capital Adequacy Ratio of the Group and Plan for Risk
Management by each Type -
19
MEETINGS OF AUDIT COMMITTEE
Date Agenda Approval
---- ------ --------
1 Feb. 24, 2004 1. Audit result for the 3rd Fiscal Year Approved
- Confirmation of Audit results for the 3rd FY and Submission of Audit
Report
2. Evaluation of the operation status of the internal accounting control Approved
system for the second half of 2003
- The internal accounting control system is
properly operated.
3. Ratification of the company and its subsidiaries' contracts on the Approved
audit/non-audit matters
1) Audit for the Financial Statements on Assets of Securities
Investment Trust
(Shinhan BNP Paribas ITMC-Samil PWC)
2) Training Contract of Advanced RM Course
(Shinhan Bank - Samil PWC)
3) Training Contract of RM Course
(Chohung Bank - Samil PWC)
4) Service Agreement on the Request for the Rulings of Corporate Tax
(Shinhan Financial Corp. - Samil PWC)
4. Audit results to be presented to the 3rd general meeting of Approved
shareholders
- As a result of review on the presented agenda, it was judged as legal
and appropriate.
2 May 10, 2004 1. Appointment of Chairman of Audit Committee Approved
- Chairman: Il Sup Kim
2. Appointment of the members delegated the Partial Authority of Audit
Approved Committee
- Such power was delegated to the Chairman, Il Sup Kim.
3. Approval on the company and its subsidiaries' Non-audit contracts Approved
- Consulting Service for the Analysis of comprehensive requirements for
Basel II and for the establishment of implement strategy (Samil PWC)
3 Jun, 16 2004 Nothing Resolved -
4 Sep. 16, 2004 1. Ratification of the subsidiaries' contracts on the audit/non-audit Approved
matters
1) Training Contract of RM Course (Chohung Bank - Samil PWC)
2) Audits and Tax Adjustment with respect to the Financial Statements of
Chohung Bank, Mumbai Branch (Indo)
5 Nov. 09, 2004 1. Appointment of independent auditors for US GAAP Approved
- KPMC Samjong Accounting Corp. was appointed
2. Ratification of the company and its subsidiaries' Non-audit contracts Approved
1) Consulting service regarding the Standard for Allotment of
Group-wide Common Expenses (SFG- Samil PWC)
2) Training Contract of Advanced RM course
(Shinhan Bank - Samil PWC)
3) Training Contract of Advanced RM course and Corporate Finance
Mastering course
(Chohung Bank and Samil PWC)
6 Feb. 22, 2005 1. Audit results for the 4th Fiscal Year Approved
- Confirmation of Audit results for the 4th FY and Submission of Audit
Report
2. Appointment of independent auditors for Korean GAAP Approved
- KPMC Samjong Accounting Corp. was appointed
3. Evaluation of the operation status of the internal accounting control Approved
system for the year 2004
- The internal accounting control system is properly
operated.
4. Evaluation of the internal monitoring system Approved
- The internal monitoring system is properly operated.
5. Approval of the Group Audit Plan for 2005 Not
- the agenda transferred to the next audit committee Approved
20
Date Agenda Approval
---- ------ --------
6. Ratification of the company and its subsidiaries' Non-audit contracts Approved
1) Audit and Tax Adjustment (Shinhan Finance Ltd. with KPMG Samjong)
2) Comfort Letters regarding the issue of bond in foreign currency
(Shinhan Bank and KPMG Samjong)
7. Audit of Approval items for the FY 4 General Shareholders' Meeting Approved
- The approval items are appropriate.
7 Mar. 30, 2005 1. Appointment of independent auditors for US GAAP Approved
- KPMC Samjong Accounting Corp. was appointed
2. Approval of the Group Audit Plan for 2005 Approved
MEETINGS OF OUTSIDE DIRECTOR RECOMMENDATION COMMITTEE
Date Agenda Approval
---- ------ --------
1 Feb.02, 2005 1. Appointment of Outside Director Recommendation Committee Chair Approved
- Chair: Director Byung Hun Park
1. Recommendation of outside director candidates Approved
- Outside director candidates: Byung Hun Park, Dong Hyun Kwon,
Young Hoon Choi,
2 Feb. 16, 2005 Si Jong Kim, Philippe Reynieix (5 candidates)
- Outside director candidates with professional expertise: Pyung
Joo Kim, Il Sup Kim,
Sang Yoon Lee, Yoon Soo Yoon, Shee Yul Ryoo (5 candidates)
* No meeting was held in 2004
MEETINGS OF COMPENSATION COMMITTEE
Date Agenda Approval
---- ------ --------
1 May. 10, 2004 1. Appointment of Compensation Committee Chair Approved
- Chair: Director Yoon Soo Yoon
2 Dec. 14, 2004 1. Reporting on 2004 Evaluation and Compensation System Reporting item
- Details and measurement of Group KPI and Management By
Objective("MBO") of the Group Management
- Strengthening the Performance based compensation
3 Feb. 2, 2005 1. 2004 evaluation and compensation results for the management Approved
2. 2005 evaluation and compensation scheme for the management Not Approved
3. Setting 2005 Group KPI target and MBO of the management Not Approved
4. 2005 payment plan of the management Compensation Approved
4 Feb. 22, 2005 1. 2005 evaluation and compensation scheme for the management Approved
2. Setting 2005 Group KPI target and MBO of the management Approved
3. 2005 Stock option grant to the management Approved
6. SHARE OWNERSHIP INFORMATION
The largest shareholder of Shinhan Financial Group is Korea National Pension
Fund holding 5.17% or 16, 498, 516 shares of our common stock as of December 31,
2004.
21
7. MARKET PRICE INFORMATION OF OUR COMMON SHARES AND ADRS
COMMON SHARE TRADED IN KOREA STOCK EXCHANGE
(in Korean Won or number of shares)
Sep. 2004 Oct. 2004 Nov. 2004 Dec. 2004 Jan. 2005 Feb. 2005
--------- --------- --------- --------- --------- ---------
Price per High 21,250 23,000 23,650 23,500 26,600 30,500
share
Low 19,900 19,900 21,050 20,400 22,800 22,800
Trading Volume 21,029,646 25,431,018 21,342,078 25,865,096 30,987,484 24,957,501
AMERICAN DEPOSITARY SHARES
Shinhan Financial Group listed its American Depositary Shares on the New
York Stock Exchange on September 16, 2003.
American Depositary Shares trade on the New York Stock Exchange
(in US Dollars or number of shares)
Sep. 2004 Oct. 2004 Nov. 2004 Dec. 2004 Jan. 2005 Feb. 2005
--------- --------- --------- --------- --------- ---------
Price per High 37.20 39.98 42.88 45.65 51.3 60.4
share
Low 34.40 35.90 39.90 38.75 44.0 50.5
Trading Volume 71,500 95,100 153,400 113,400 182,000 274,900
8. RELATED PARTY TRANSACTIONS
Loans to Subsidiaries
(As of December 31, 2004)
Borrower Loan Type Origination Maturity Funding Lending Beginning Increase Decrease Ending
date date Rate Rate Balance Balance
----------------- -------------- ------------- ------------ ---------- ---------- --------- --------- -------- --------
Shinhan Card Loans in KRW 21-Nov-02 21-Nov-05 5.60% 5.93% 1,000 0 0 1,000
Shinhan Card Loans in KRW 16-Dec-02 16-Dec-05 5.65% 5.95% 1,000 0 0 1,000
Shinhan Card Loans in KRW 24-Jan-03 24-Jan-05 5.04% 5.39% 500 0 0 500
Shinhan Card Loans in KRW 24-Jan-03 24-Jan-06 5.19% 5.50% 500 0 0 500
Shinhan Card Loans in KRW 26-Feb-03 26-Feb-05 4.89% 5.24% 1,000 0 0 1,000
Shinhan Card Loans in KRW 26-Feb-03 26-Feb-06 4.99% 5.29% 2,000 0 0 2,000
Shinhan Card Loans in KRW 23-Apr-03 23-Apr-09 5.47% 6.28% 1,000 0 0 1,000
Shinhan Card Loans in KRW 23-May-03 23-May-05 5.11% 5.45% 500 0 0 500
Shinhan Card Loans in KRW 23-May-03 23-May-06 5.29% 5.59% 500 0 0 500
Shinhan Card Loans in KRW 24-Jun-03 24-Jun-06 5.43% 5.73% 1,500 0 0 1,500
Shinhan Card Loans in KRW 24-Oct-03 24-Oct-06 4.63% 4.95% 1,000 0 0 1,000
Shinhan Card Loans in KRW 18-Nov-03 17-May-04 4.63% 4.83% 500 0 500 0
Shinhan Card Loans in KRW 9-Jan-04 8-Jul-04 4.68% 4.88% 0 1,000 1,000 0
Shinhan Card Loans in KRW 8-Jul-04 29-Oct-04 4.08% 4.28% 0 1,000 1,000 0
Shinhan Capital Loans in KRW 29-Oct-01 29-Oct-04 5.00% 6.72% 290 0 290 0
Shinhan Capital Loans in KRW 10-Dec-01 10-Dec-04 6.00% 7.49% 682 0 682 0
Shinhan Capital Loans in KRW 30-Jan-02 30-Jan-05 6.69% 7.34% 300 0 0 300
Shinhan Capital Loans in KRW 29-Mar-02 4-Apr-07 7.47% 8.12% 200 0 0 200
22
Borrower Loan Type Origination Maturity Funding Lending Beginning Increase Decrease Ending
date date Rate Rate Balance Balance
----------------- -------------- ------------- ------------ ---------- ---------- --------- --------- -------- --------
Shinhan Capital Loans in KRW 29-Apr-02 29-Apr-05 6.84% 7.49% 300 0 0 300
Shinhan Capital Loans in KRW 26-Jun-02 26-Jun-05 6.30% 6.95% 300 0 0 300
Shinhan Capital Loans in KRW 29-Jul-02 29-Jul-07 6.30% 6.65% 200 0 0 200
Shinhan Capital Loans in KRW 21-Nov-02 21-Nov-07 5.88% 6.18% 200 0 0 200
Shinhan Capital Loans in KRW 16-Dec-02 16-Dec-05 5.65% 5.95% 300 0 0 300
Shinhan Capital Loans in KRW 16-Dec-02 16-Dec-07 5.96% 6.22% 200 0 0 200
Shinhan Capital Loans in KRW 24-Jan-03 24-Jan-06 5.19% 5.54% 200 0 0 200
Shinhan Capital Loans in KRW 23-Apr-03 23-Apr-05 5.28% 5.65% 500 0 0 500
Shinhan Capital Loans in KRW 23-May-03 23-May-06 5.29% 5.59% 500 0 0 500
Shinhan Capital Loans in KRW 24-Jun-03 24-Jun-08 5.69% 5.95% 300 0 0 300
Shinhan Capital Loans in KRW 24-Jul-03 24-Jul-06 5.55% 5.85% 300 0 0 300
Shinhan Capital Loans in KRW 24-Jul-03 24-Jul-08 5.87% 6.13% 200 0 0 200
Shinhan Capital Loans in KRW 25-Nov-03 24-May-04 4.63% 4.83% 400 0 400 0
Shinhan Capital Loans in KRW 24-Mar-04 24-Mar-07 4.76% 5.16% 0 300 0 300
Shinhan Capital Loans in KRW 24-Mar-04 24-Mar-09 5.11% 5.93% 0 200 0 200
Shinhan Capital Loans in KRW 25-Jun-04 25-Jun-09 4.93% 5.22% 0 500 0 500
Shinhan Capital Loans in
foreign 13-Mar-02 13-Mar-05 6M Libor 6M Libor 359 0 46 313
Currency + 100bp + 120bp
Shinhan Capital Loans in
foreign 13-Sep-02 13-Sep-05 6M Libor 6M Libor 358 0 46 312
Currency + 85bp + 114bp
Shinhan Capital Loans in
foreign 30-Dec-03 30-Dec-06 3M Libor 3M Libor 359 0 46 313
Shinhan Capital Currency + 70bp + 90bp
Loans in
foreign 15-Jul-04 15-Jun-07 3M Libor 3M Libor 0 418 0 418
Currency + 70bp + 90bp
GMSH Privately 26-Sep-02 26-Sep-04 5.50% 6.23% 1,300 0 1,300 0
Placed Bonds
Shinhan Bank Privately 21-Dec-01 21-Mar-08 7.12% 7.42% 500 0 0 500
Placed Bonds
Jeju Bank Privately 20-May-02 20-Jan-08 7.25% 8.14% 200 0 0 200
Placed Bonds
Jeju Bank Privately 30-Jun-01 30-Mar-07 6.26% - 0 31 0 31
Placed Bonds
Total - - - - - 19,448 3,449 5,310 17,587
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EXHIBIT 99-1
The Independent Accountant's Audit Report (under Korean GAAP) to the
Non-consolidated Financial Statements of Shinhan Financial Group as of and for
the year ended December 31, 2004.
EXHIBIT 99-2
The Independent Accountant's Audit Report (under Korean GAAP) to the
Consolidated Financial Statements of Shinhan Financial Group as of and for the
year ended December 31, 2004.
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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.
SHINHAN FINANCIAL GROUP CO., LTD.
By /s/ Byung Jae Cho
------------------------------------------
Name: Byung Jae Cho
Title: Chief Financial Officer
Date: April 19, 2005
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