What is Board of Directors?
A board of directors is a body
of a joint-stock company, composed entirely of
directors who are appointed
through the general meeting of shareholders
and have the authority to make decisions
on the company's main business operations
and to supervise the execution of duties
by the management team.
What is Board of Directors?
What is Board of
Directors?
A board of directors is a body of a joint-stock company,
composed entirely of directors who are appointed through the
general meeting of shareholders and have the authority
to make decisions on the company's main
business operations and to supervise the execution
of duties by the management team.
A board of directors is a body of
a joint-stock company,
composed entirely of directors
who are appointed through
the general meeting of shareholders
and have the authority
to make decisions on the company's
main business operations
and to supervise the execution
of duties by the management team.
In particular, the board of directors plays
a very important role in making decisions
on the company's management matters
together with the executive team,
while also supervising and providing checks
and balances on the management team.
In particular, the board of directors
plays a very important role
in making decisions on the
company's management matters
together with the executive team,
while also supervising and providing
checks and balances
on the management team.
In particular, the board of directors plays
a very important role in making decisions
on the company's management matters together with
the executive team, while also supervising and providing
checks and balances on the management team.
In the case of banks, the role of the board of directors is even more important because decisions regarding shareholder returns, such as dividends and the repurchase and cancellation of treasury shares, are determined by the board of directors.
In the case of banks,
the role of the board of directors
is even more important
because decisions regarding
shareholder returns,
such as dividends and
the repurchase and cancellation
of treasury shares,are determined
by the board of directors.
In the case of banks, the role of
the board of directors is even more important
because decisions regarding shareholder returns,
such as dividends and the repurchase
and cancellation of treasury shares,
are determined by the board of directors.
The boards of directors of the top five American banks,
which set global standards, have established
leading boards capable of appointing exceptional management
and achieving checks and balances for the proportional benefits
and representation of all shareholders.
The boards of directors of the top five
American banks, which set global standards,
have established leading boards
capable of appointing exceptional management
and achieving checks and balances
for the proportional benefits
and representation of all shareholders.
The boards of directors
of the top five American banks,
which set global standards,
have established leading boards
capable of appointing
exceptional management
and achieving checks and balances
for the proportional benefits
and representation of all shareholders.
However, the current boards
of Domestic banks
have many problems.
However, the current boards
of Domestic banks have many problems.
However, the current boards
of Domestic banks have many problems.
In December 2023, the Financial Supervisory Service
pointed out the following issues
with the composition of the boards of Domestic banks:
In December 2023,
the Financial Supervisory Service
pointed out the following issues
with the composition
of the boards of Domestic banks:
In December 2023,
pointed out
the following issues
with the composition of
the boards of Domestic banks:
Domestic banks face issues
such as insufficient number of directors,
a lack of directors with corporate/business
background, and a lack of gender diversity,
compared to major foreign banks.
Domestic banks face issues
such as insufficient number of directors,
a lack of directors with corporate/business
background, and a lack of gender diversity,
compared to major foreign banks.
Domestic banks face issues
such as insufficient number of directors,
a lack of directors with
corporate/business background,
and a lack of gender diversity,
compared to major foreign banks.
Consequently, Align Partners,
the second largest shareholder
of JB Financial Group, is demanding
Consequently, Align Partners,
the second largest shareholder
of JB Financial Group, is demanding
a board restructuring
due to the inadequate composition
and decision-making of the board.
a board restructuring
due to the inadequate composition
and decision-making of the board.
Consequently, Align Partners,
the second largest shareholder
of JB Financial Group, is demanding
a board restructuring
due to the inadequate composition
and decision-making of the board.
First
First
The JBFG's board of directors
has compositional issues in terms of
expertise, diversity, and independence.
The JBFG's board of directors
has compositional issues in terms of
expertise, diversity, and independence.
The JBFG's board of directors
has compositional issues
in terms of expertise,
diversity, and independence.
The currnet JBFG board lacks
governance experts and
investment/capital market experts,
global expertise, has no fintech/IT experts,
and has insufficient gender diversity.
The current JBFG board lacks
governance experts,
investment/capital market experts,
global expertise, fintech/IT experts,
and has insufficient gender diversity.
JB External Directors'
Current Industry
Experience Ratio
O
12.5%
X 87.5%
Total number of
Directors & Gender Ratio
11.1%
88.9%
Female
Avg.9
Male
Summary of the Composition of
JB Financial Group's Board of Directors
Summary of
the Composition
of JB Financial Group's
Board of Directors
Number of directors: 9 (Below the average for foreign banks)
External directors' current industry experience ratio:
12.5% (Below the average for foreign banks)
Gender diversity: 11.1% (Below the average for foreign banks)
Global expertise: 0 (Domestically focused, needing improvement)
Number of investment/capital market experts: 0 (Improvement needed)
Number of IT-related experts: 0 (Improvement needed)
Number of reappointed external directors: 6
(6 out of 7 regular external directors are reappointed)
Number of directors: 9
(Below the average for foreign banks)
External directors' current industry experience ratio:
12.5% (Below the average for foreign banks)
Gender diversity: 11.1%
(Below the average for foreign banks)
Global expertise: 0
(Domestically focused, needing improvement)
Number of investment/capital market experts: 0
(Improvement needed)
Number of IT-related experts: 0
(Improvement needed)
Number of reappointed external directors: 6
(6 out of 7 regular external directors are reappointed)
Despite having a board composition
that falls short of global standards,
JBFG is proceeding with
the reappointment of
the existing seven external directors.
Despite having a board composition
that falls short of global standards,
JBFG is proceeding with
the reappointment of
the existing seven external directors.
Current Composition of
JB Financial's Board of Directors
and the Status of Director Reappointments
Current Composition of
JB Financial's Board of Directors
and the Status of
Director Reappointments
March 2024 Term Expiry and Reappointment Candidates:
6 Outside Directors, 1 Non-executive Director
March 2024 Term Expiry
and Reappointment Candidates:
6 Outside Directors,
1 Non-executive Director
March 2024 Term Expiry
and Reappointment Candidates:
6 Outside Directors,
1 Non-executive Director
Continuous reappointment of external directors
may lead to a loss of their independence,
resulting in potential issues such as
the loss of the board's primary function
of overseeing management.
Continuous reappointment of external directors
may lead to a loss of their independence,
resulting in potential issues such as
the loss of the board's primary function
of overseeing management.
Continuous reappointment of
external directors may lead to
a loss of their independence,
resulting in potential issues such as
the loss of the board's
primary function of
overseeing management.
Second
Second
The JBFG board of directors
faces decision-making issues due to
its failure to explicitly adopt rational capital allocation
and shareholder return policies.
The JBFG board of directors
faces decision-making issues due to
its failure to explicitly adopt rational
capital allocation
and shareholder return policies.
The JBFG board of directors
faces decision-making issues due to
its failure to explicitly adopt rational
capital allocation
and shareholder return policies.
In early 2023, Align Partners demanded the introduction
of policies aimed at strengthening shareholder returns
and optimizing capital allocation efficiency
from the seven major financial holdings in Korea,
including JB Financial.
In early 2023, Align Partners demanded
the introduction of policies
aimed at strengthening shareholder returns
and optimizing capital allocation efficiency
from the seven major financial holdings
in Korea, including JB Financial.
In early 2023, Align Partners demanded
the introduction of policies
aimed at strengthening
shareholder returns and optimizing
capital allocation efficiency
from the seven major financial holdings
in Korea, including JB Financial.
And in the public shareholder letter
sent to the seven major financial holdings in Korea in January 2024,
Align Partners demanded the announcement
of new capital allocation policies.
And in the public shareholder letter
sent to the seven major financial holdings
in Korea in January 2024,
Align Partners demanded the announcement
of new capital allocation policies.
And in the public shareholder letter
sent to the seven major financial holdings
in Korea in January 2024,
Align Partners demanded
the announcement of
new capital allocation policies.
However, while six banks excluding JB Financial
actively reflected Align Partners' demands
by reissuing specific policies related to loan asset growth rates
and shareholder return targets in their financial results announcements
for January and February 2024,
JB Financial unveiled a disappointing capital allocation plan
with high RWA growth rate targets averaging 7-8% annually
and unspecified shareholder return targets.
However, while six banks
excluding JB Financial
actively reflected Align Partners' demands
by reissuing specific policies
related to loan asset growth rates and
shareholder return targets
in their financial results announcements
for January and February 2024,
JB Financial unveiled a disappointing
capital allocation plan
with high RWA growth rate targets
averaging 7-8% annually
and unspecified shareholder return targets.
However, while six banks
excluding JB Financial
actively reflected Align Partners' demands
by reissuing specific policies
related to loan asset growth rates and
shareholder return targets
in their financial results announcements
for January and February 2024,
JB Financial unveiled a
disappointing capital allocation plan
with high RWA growth rate
targets averaging 7-8% annually
and unspecified
shareholder return targets.
Align Partners argues that, given JB Financial's stock
remains undervalued, allocating capital towards shareholder returns
rather than loan growth is more efficient.
Therefore Align Partners advocate for the board of directors
to make decisions that are in direct alignment
with increasing shareholders' proportional benefits.
Align Partners argues that,
given JB Financial's stock
remains undervalued,
allocating capital towards
shareholder returns rather than
loan growth is more efficient.
Therefore, Align Partners advocate
for the board of directors
to make decisions that are
in direct alignment with increasing
shareholders' proportional benefits.
Align Partners argues that,
given JB Financial's stock
remains undervalued,
allocating capital towards
shareholder returns rather than
loan growth is more efficient.
Therefore, Align Partners advocate
for the board of directors
to make decisions that are
in direct alignment with increasing
shareholders' proportional benefits.
In addition,
the JB Financial Group board of directors
faces decision-making issues
such as voting rights
due to mutually-held shares,
and amendments to internal regulations
regarding age limits
for the appointment of internal directors.
In addition,
the JB Financial Group board of directors
faces decision-making issues
such as voting rights
due to mutually-held shares,
and amendments to internal regulations
regarding age limits
for the appointment of internal directors.
In addition,
the JB Financial Group board of directors
faces decision-making issues
such as voting rights
due to mutually-held shares,
and amendments to internal regulations
regarding age limits for the
appointment of internal directors.
Accordingly, Align Partners has proposed
the agenda items of
director expansion and appointment
at the upcoming JB Financial
annual general meeting in March 2024.
Accordingly, Align Partners has proposed
the agenda items of
director expansion and appointment
at the upcoming JB Financial
annual general meeting in March 2024.
Accordingly, Align Partners has proposed
the agenda items of
director expansion and appointment
at the upcoming JB Financial
annual general meeting in March 2024.
Align Partners has recommended
four independent external directors and
one non-executive director
from outside the current board,
taking into account factors such as
corporate/business experience,expertise,
and gender diversity.
Align Partners has recommended
four independent external directors and
one non-executive director
from outside the current board,
taking into account factors such as
corporate/business experience,expertise,
and gender diversity.
The five director candidates
recommended by Align Partners are all
global investment/capital market,
IT, or governance experts who have worked
for more than ten years in various financial institutions,
including domestic and foreign investment banks,
hedge funds, and other financial organizations.
The five director candidates
recommended by Align Partners are all
global investment/capital market,
IT, or governance experts who have worked
for more than ten years in various
financial institutions,
including domestic and foreign
investment banks, hedge funds,
and other financial organizations.
The five director candidates
recommended by Align Partners are all
global investment/capital market, IT,
or governance experts who have worked
for more than ten years
in various financial institutions,
including domestic
and foreign investment banks,
hedge funds, and other financial
organizations.
If the recommended director candidates
from Align Partners join the JBFG board,
If the recommended director candidates
from Align Partners join the JBFG board,
If the recommended director candidates
from Align Partners join the JBFG board,
they could not only help address issues
related to board composition,
such as the shortage of directors with
corporate/business backgrounds
and female directors,
but also contribute to resolving
decision-making issues
related to capital allocation.
they could not only help address issues
related to board composition,
such as the shortage of directors with
corporate/business backgrounds
and female directors,
but also contribute to resolving
decision-making issues
related to capital allocation.
they could not only help address issues
related to board composition,
such as the shortage of directors with
corporate/business backgrounds
and female directors,
but also contribute to resolving
decision-making issues
related to capital allocation.
JB Financial Group could become
a leading bank that meets global standards
through an impactful restructuring of the board
at the upcoming annual general meeting
of shareholders.
JB Financial Group could become
a leading bank that meets global standards
through an impactful restructuring of the board
at the upcoming annual general meeting
of shareholders.
JB Financial Group could become
a leading bank that meets global standards
through an impactful restructuring of the board
at the upcoming annual general meeting
of shareholders.