SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-31811
Woori Financial Group Inc.
(Translation of registrants name into English)
51, Sogong-ro, Jung-gu, Seoul, 04632, Korea
(Address of principal executive office)
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 ☒ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Index
1. |
- | For the Audit Reports of Woori Financial Group for Fiscal Year 2021, please refer to the exhibits to the Form 6-K furnished to the U.S. Securities and Exchange Commission on March 15, 2022. |
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Summary of 2021 Business Report
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Except where indicated otherwise, financial information contained in this document (including the attached financial statements) has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (Korean IFRS), which differ in certain important respects from generally accepted accounting principles in the United States.
All references to Woori Financial Group, we, us or the Company are to Woori Financial Group Inc. and, unless the context requires otherwise, its subsidiaries. In addition, all references to Won or KRW in this document are to the currency of the Republic of Korea.
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I. | Introduction of the Company |
1. | Overview of the Company |
a. | History |
January 11, 2019 | Establishment of the Company pursuant to a comprehensive stock transfer, by which Woori Bank, Woori FIS, Woori Finance Research Institute, Woori Credit Information, Woori Fund Services and Woori Private Equity Asset Management became wholly-owned subsidiaries of the Company. | |
February 13, 2019 | Listed on the Korea Exchange (KRX). | |
April 5, 2019 | Entered into share purchase agreements to acquire Tongyang Asset Management Corp. and ABL Global Asset Management Co., Ltd. | |
June 21, 2019 | Entered into a purchase agreement with Woori Bank to acquire the common shares of Woori Investment Bank Co., Ltd. (Woori Investment Bank) and integrate Woori Investment Bank as a first-tier subsidiary of the Company (Buyer: Woori Financial Group, Seller: Woori Bank) | |
July 3, 2019 | Entered into a stock exchange agreement between the Company and Woori Card Co., Ltd (Woori Card) to integrate Woori Card as a first-tier subsidiary of the Company | |
July 25, 2019 | Entered into a share purchase agreement to acquire Kukje Asset Trust, Ltd. | |
August 1, 2019 | Integrated Woori Asset Management Corp. (formerly known as Tongyang Asset Management Co., Ltd.) as a first-tier subsidiary of the Company. | |
September 10, 2019 | Integrated Woori Card and Woori Investment Bank as first-tier subsidiaries of the Company. | |
September 26, 2019 | Disposed 4% of common shares of the Company held by Woori Bank to a Taiwanese company, Fubon Life Insurance Co., Ltd. | |
December 6, 2019 | Integrated Woori Global Asset Management Corp. as a first-tier subsidiary of the Company | |
December 30, 2019 | Integrated Woori Asset Trust Ltd. as a first-tier subsidiary of the Company | |
March 25, 2020 | Held the first annual general meeting of shareholders of Woori Financial Group; reappointed the Chief Executive Officer |
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October 26, 2020 | Entered into a share purchase agreement to acquire Aju Capital Co., Ltd. | |
December 10, 2020 | Integrated Woori Financial Capital Co., Ltd., (formerly known as Aju Capital Co., Ltd.) as a first-tier subsidiary of the Company | |
Integrated Woori Savings Bank (formerly known as Aju Savings Bank) as a second-tier subsidiary of the Company | ||
January 15, 2021 | Joined the Carbon Disclosure Project (CDP), announced support for the Task force on Climate related Financial Disclosure (TCFD) and established the ESG management principles of Woori Financial Group | |
March 5, 2021 | Established the Board ESG Management Committee | |
March 12, 2021 | Integrated Woori Savings Bank as a first-tier subsidiary of the Company | |
April 9, 2021 | Disposal by the Korea Deposit Insurance Corporation of a 2% stake in Woori Financial Group | |
April 15, 2021 | Acquired an additional 12.9% equity interest in Woori Financial Capital Co., Ltd. | |
May 13, 2021 | Participated in the capital increase of Woori Savings Bank (KRW 100 billion) | |
May 24, 2021 | Purchased 3.6% of the treasury stock of Woori Financial Capital Co., Ltd. | |
June 4, 2021 | Entered into a stock exchange agreement to acquire the remaining shares of Woori Financial Capital Co., Ltd. | |
August 10, 2021 | Integrated Woori Financial Capital Co., Ltd., as a wholly-owned subsidiary of the Company (completion of stock exchange) | |
September 9, 2021 | Announcement by the Korea Deposit Insurance Corporation of the contemplated sale of its remaining stake in Woori Financial Group | |
October 8, 2021 | Joined the Science Based Targets initiative (SBTi) as part of the roadmap for achieving carbon neutrality | |
November 2, 2021 | Obtained regulatory approval for using the Internal Rating Based (IRB) approach | |
November 9, 2021 | Obtained an AA rating from MSCIs ESG assessment (2 grades higher than the previous year) and an A rating from KCGS (Korea Corporate Governance Service) (1 grade higher than the previous year) | |
November 17, 2021 | Newly admitted into the Asia Pacific Index of DJSI (Dow Jones Sustainability Indices) | |
December 26, 2021 | Launched the Groups integrated car finance platform Woori WON Car |
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b. | Affiliated Companies |
(1) | Overview of Business Group |
1. | Name of business group: Woori Financial Group Inc. |
(2) | Affiliated companies within the business group |
As of December 31, 2021
Type |
Name of Company | |
Listed company (3 companies) |
Woori Financial Group | |
Woori Investment Bank | ||
PT Bank Woori Saudara Indonesia | ||
Unlisted company (26 companies) |
Woori Bank | |
Woori Card | ||
Woori Financial Capital | ||
Woori Asset Trust | ||
Woori Savings Bank | ||
Woori Asset Management | ||
Woori Credit Information | ||
Woori Fund Services | ||
Woori Private Equity Asset Management | ||
Woori Global Asset Management | ||
Woori FIS | ||
Woori Finance Research Institute | ||
Korea BTL Infrastructure Fund | ||
Woori America Bank | ||
Woori Bank China Limited | ||
AO Woori Bank | ||
Banco Woori Bank do Brazil S.A. | ||
Woori Global Markets Asia Limited | ||
Woori Bank Vietnam Limited |
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Type |
Name of Company | |
Woori Wealth Development Bank | ||
Woori Finance Myanmar | ||
Woori Bank Cambodia PLC. | ||
Woori Bank Europe Gmbh | ||
Tutu Finance-WCI Myanmar | ||
Woori-Hanwha Eureka Private Equity Fund | ||
Arden Woori Apparel 1st Private Equity Fund |
Note 1) | Includes subsidiaries, etc. under the Financial Holding Company Act as of December 31, 2021 |
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2. | Capital Structure (Changes in Capital) |
(units: Won, shares)
Date |
Item |
Type | ||||||||||||
Common Shares | Preferred Shares | Others | ||||||||||||
December 31, 2021 |
Number of issued shares | 728,060,549 | | | ||||||||||
Par Value | 5,000 | | | |||||||||||
Capital Stock | 3,640,302,745,000 | | | |||||||||||
December 31, 2020 |
Number of issued shares | 722,267,683 | | | ||||||||||
Par Value | 5,000 | | | |||||||||||
Capital Stock | 3,611,338,415,000 | | | |||||||||||
December 31, 2019 |
Number of issued shares | 722,267,683 | | | ||||||||||
Par Value | 5,000 | | | |||||||||||
Capital Stock | 3,611,338,415,000 | | |
Note 1) | We issued 680,164,306 common shares when we were established in January 2019, and issued an additional 42,103,377 shares in September 2019 through a comprehensive stock exchange between Woori Financial Group and Woori Card. | |
Note 2) | We issued an additional 5,792,866 common shares on August 10, 2021 through a comprehensive stock exchange to integrate Woori Financial Capital as a wholly-owned subsidiary. |
As of December 31, 2021 | (units: Won, shares) |
Date |
Category | Stock Decrease/Increase | ||||||||||||||||||
Type |
Quantity | Par Value |
Issue price |
Note | ||||||||||||||||
January 11, 2019 |
| Common | 680,164,306 | 5,000 | 26,415 | Establishment (comprehensive stock transfer) | ||||||||||||||
September 10, 2019 |
| Common | 42,103,377 | 5,000 | 12,350 | Comprehensive stock exchange Stock increase ratio: 6.19018% | ||||||||||||||
August 10, 2021 |
| Common | 5,792,866 | 5,000 | 11,100 | Comprehensive stock exchange Stock increase ratio: 0.80204% |
Note 1) | Due to Woori Financial Groups establishment through a comprehensive stock transfer, the issue price was calculated by dividing the total equity from its financial statements at the time of establishment (KRW 17,966,458,911,689) by the total number of issued shares (680,164,306). | |
Note 2) | Our capital changed in September 2019 and August 2021 due to comprehensive stock exchanges. The issue prices were based on the closing stock price of each respective comprehensive stock exchange date. |
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3. | Total Number of Authorized Shares |
As of December 31, 2021 | (unit: shares) |
Items |
Type | Notes | ||||||||||
Common Shares | Total | |||||||||||
Number of authorized shares |
4,000,000,000 | 4,000,000,000 | | |||||||||
Number of issued shares |
728,060,549 | 728,060,549 | Note 1 | ) | ||||||||
Number of treasury shares |
2,324 | 2,324 | Note 2 | ) | ||||||||
Number of outstanding shares |
728,058,225 | 728,058,225 | |
Note 1) | Includes 5,792,866 new common shares issued on August 10, 2021 due to a comprehensive stock exchange between Woori Financial Group and Woori Financial Capital. | |
Note 2) | Acquired from the issuance of fractional shares (2,322 new fractional shares were added in August 2021 due to the comprehensive stock exchange between Woori Financial Group and Woori Financial Capital.) |
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II. | Business Overview |
1. | Results of Operations |
(unit: billions of Won) |
Type |
2021 | 2020 | 2019 | |||||||||
Operating income |
3,660 | 2,080 | 2,800 | |||||||||
Non-operating income |
89 | -79 | -77 | |||||||||
Income from continuing operations before income tax |
3,749 | 2,001 | 2,723 | |||||||||
Income tax expense from continuing operations |
942 | 486 | 685 | |||||||||
Income from discontinued operations |
| | | |||||||||
Net income |
2,807 | 1,515 | 2,038 | |||||||||
Controlling Interest |
2,588 | 1,307 | 1,872 | |||||||||
Non-controlling Interest |
219 | 208 | 165 |
Note 1) | Based on K-IFRS consolidated financial statements |
2. | Funding Sources and Uses of Funds |
a. | Sources of Funds |
For the periods indicated other than as noted below |
(units: millions of Won, %) |
Classification |
Funding Source | 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||
Average Balance |
Interest Rate |
Proportion | Average Balance |
Interest Rate |
Proportion | Average Balance |
Interest Rate |
Propor tion |
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Source |
Deposits | 291,653,291 | 0.79 | 70.88 | 265,636,358 | 1.08 | 71.78 | 249,106,041 | 1.51 | 71.14 | ||||||||||||||||||||||||||||
Borrowings | 21,628,379 | 0.98 | 5.26 | 19,606,056 | 1.31 | 5.30 | 18,013,074 | 1.92 | 5.14 | |||||||||||||||||||||||||||||
Debentures | 40,901,547 | 1.78 | 9.94 | 32,287,676 | 2.24 | 8.73 | 30,401,987 | 2.56 | 8.68 | |||||||||||||||||||||||||||||
Others | 29,470,312 | | 7.16 | 26,523,338 | | 7.17 | 28,928,780 | | 8.26 | |||||||||||||||||||||||||||||
Total Liabilities | 383,653,529 | | 93.23 | 344,053,429 | | 92.97 | 326,449,882 | | 93.23 | |||||||||||||||||||||||||||||
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Total Equity |
27,845,863 | | 6.77 | 25,996,721 | | 7.03 | 23,703,431 | | 6.77 | |||||||||||||||||||||||||||||
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Total Liabilities & Equity |
411,499,392 | | 100.00 | 370,050,150 | | 100.00 | 350,153,313 | | 100.00 | |||||||||||||||||||||||||||||
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Note 1) | Average Balance : the simple average of the balances at the start of the fiscal year and at the end of each quarter | |
Note 2) | Based on K-IFRS consolidated financial statements |
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b. | Use of Funds |
For the periods indicated other than as noted below | (units: millions of Won, %) |
Type |
Managed Item |
2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||
Average Balance |
Interest Rate |
Proportion | Average Balance |
Interest Rate |
Proportion | Average Balance |
Interest Rate |
Proportion | ||||||||||||||||||||||||||||||
Use |
Cash & Due from Banks | 13,809,362 | 0.34 | 3.36 | 11,925,297 | 0.45 | 3.22 | 9,202,054 | 1.55 | 2.63 | ||||||||||||||||||||||||||||
Marketable securities | 58,416,310 | 1.67 | 14.20 | 54,474,169 | 1.87 | 14.72 | 50,396,362 | 2.29 | 14.39 | |||||||||||||||||||||||||||||
Loans | 301,849,585 | 2.79 | 73.35 | 269,533,892 | 2.98 | 72.84 | 254,691,201 | 3.48 | 72.74 | |||||||||||||||||||||||||||||
Loans in local currency | 262,010,967 | 2.59 | 63.67 | 233,117,610 | 2.75 | 63.00 | 219,418,214 | 3.22 | 62.66 | |||||||||||||||||||||||||||||
Loans in foreign Currency | 25,104,084 | 3.58 | 6.10 | 22,614,578 | 3.99 | 6.11 | 20,982,894 | 4.59 | 5.99 | |||||||||||||||||||||||||||||
Guarantee payments | 28,000 | 2.46 | 0.01 | 15,845 | 4.04 | | 12,410 | 1.48 | | |||||||||||||||||||||||||||||
Credit card receivables | 9,196,190 | 7.42 | 2.23 | 8,207,859 | 7.87 | 2.22 | 8,139,789 | 7.98 | 2.32 | |||||||||||||||||||||||||||||
Foreign bills bought | 5,510,344 | 0.85 | 1.34 | 5,578,001 | 1.53 | 1.51 | 6,137,894 | 2.96 | 1.75 | |||||||||||||||||||||||||||||
Bad debt expense in local currency (-) | 1,878,781 | | 0.46 | 1,708,074 | | 0.46 | 1,666,215 | | 0.48 | |||||||||||||||||||||||||||||
Others | 39,302,917 | | 9.55 | 35,824,866 | | 9.68 | 37,529,911 | | 10.72 | |||||||||||||||||||||||||||||
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Total Assets |
411,499,392 | 100.00 | 370,050,150 | | 100.00 | 350,153,313 | | 100.00 | ||||||||||||||||||||||||||||||
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Note 1) | Average Balance : the simple average of the balances at the start of the fiscal year and at the end of each quarter | |
Note 2) | Based on K-IFRS consolidated financial statements |
3. | Other Information Necessary for Making Investment Decisions |
a. | Capital Adequacy Ratios |
Group BIS Capital Adequacy Ratios
As of the end of the period indicated | (units: billions of Won, % ) |
Type |
2021 |
2020 |
2019 | |||
Equity capital (A) |
28,980 | 27,448 | 27,115 | |||
Risk weighted assets (B) |
192,503 | 198,269 | 228,046 | |||
BIS(Capital adequacy) ratio (A/B) |
15.05 | 13.84 | 11.89 |
Note 1) | BIS (Bank for International Settlements) Capital Adequacy Ratios = Equity capital / Risk weighted assets * 100 | |
Note 2) | Based on K-IFRS consolidated financial statements and Basel III standards (2019 figures based on Standardized Approach / 2020 figures partially based on IRB Approach / 2021 figures fully based on IRB Approach) | |
Note 3) | 2021 figures are estimates only and are subject to change |
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Capital Adequacy Ratios for Significant Subsidiaries and Consolidated Companies
As of the end of the periods indicated | (units: millions of Won, % ) |
Name of Company |
Type |
2021 | 2020 | 2019 | ||||||||||||
Woori Bank Note2) |
BIS ratio Note1) |
Equity capital (A) | 25,473,034 | 25,269,072 | 24,314,212 | |||||||||||
Risk weighted assets (B) | 157,275,764 | 145,755,395 | 157,889,535 | |||||||||||||
Capital adequacy ratio (A/B) | 16.20 | 17.34 | 15.40 | |||||||||||||
Woori Card Note3) |
Adjusted capital ratio | 17.73 | 19.93 | 18.33 | ||||||||||||
Tangible common equity ratio | 11.84 | 13.48 | 14.29 | |||||||||||||
Woori Financial Capital Note3) |
Adjusted capital ratio | 13.38 | 12.17 | 13.46 | ||||||||||||
Tangible common equity ratio | 11.70 | 10.77 | 12.08 | |||||||||||||
Woori Investment Bank Note4) |
BIS ratio Note1) |
Equity capital (A) | 576,693 | 491,799 | 338,136 | |||||||||||
Risk weighted assets (B) | 4,037,822 | 3,192,245 | 2,630,349 | |||||||||||||
Capital adequacy ratio (A/B) | 14.28 | 15.41 | 12.86 | |||||||||||||
Woori Asset Trust Note5) |
Operating capital ratio | 1,101.46 | 1,286.43 | 1,397.97 | ||||||||||||
Woori Asset Management Note3) |
Minimum operating capital ratio | 721.87 | 754.11 | 655.84 | ||||||||||||
Woori Savings Bank Note6) |
BIS Capital adequacy ratio Note1) | 21.47 | 13.40 | 13.46 |
Note 1) | BIS (Bank for International Settlements) Capital Adequacy Ratio : Equity capital / Risk weighted assets * 100 | |
Note 2) | Figures for Woori Bank are based on the K-IFRS consolidated financial statements and Basel III standards. 2021 figures are estimates only and are subject to change | |
Note 3) | Figures for Woori Card, Woori Financial Capital and Woori Asset Management are based on the applicable standards for business reports submitted to the Financial Supervisory Service and our K-IFRS separate financial statements | |
Note 4) | Figures for Woori Investment Bank are based on the applicable standards for business reports submitted to the Financial Supervisory Service and our K-IFRS consolidated financial statements | |
Note 5) | Figures for Woori Asset Trust are based on K-IFRS separate financial statements | |
Note 6) | Figures for Woori Savings Bank are based on K-GAAP |
b. | Liquidity Ratios |
Won Liquidity Ratios
As of the end of the periods indicated | (units: millions of Won, % ) |
Type |
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
Won Liquidity Assets |
Won Liquidity Liabilities |
Won Liquidity Ratio |
Won Liquidity Assets |
Won Liquidity Liabilities |
Won Liquidity Ratio |
Won Liquidity Assets |
Won Liquidity Liabilities |
Won Liquidity Ratio |
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Woori Financial Group Note 1) |
560,744 | 5,734 | 9,779.3 | 40,308 | 7,911 | 509.5 | 45,079 | 7,475 | 603.1 | |||||||||||||||||||||||||||
Woori Card Note 2) |
7,455,390 | 1,419,809 | 525.1 | 6,255,965 | 1,406,387 | 444.8 | 5,976,031 | 1,407,335 | 424.6 | |||||||||||||||||||||||||||
Woori Financial Capital Note 2) |
1,531,101 | 856,736 | 178.7 | 1,357,876 | 616,632 | 220.2 | 1,037,894 | 498,197 | 208.3 | |||||||||||||||||||||||||||
Woori Investment Bank Note 2) |
2,728,159 | 2,031,260 | 134.3 | 2,166,208 | 1,555,418 | 139.3 | 1,671,823 | 1,118,318 | 149.5 | |||||||||||||||||||||||||||
Woori Asset Trust Note 2) |
176,660 | 25,558 | 691.2 | 148,856 | 16,157 | 921.3 | 67,555 | 14,595 | 462.9 | |||||||||||||||||||||||||||
Woori Savings Bank Note 2), Note3) |
292,913 | 228,445 | 128.2 | 267,927 | 209,712 | 127.8 | 263,961 | 228,491 | 115.5 |
Note 1) | Based on current assets and liabilities within one month of maturity | |
Note 2) | Based on current assets and liabilities within 90 days of maturity | |
Note 3) | Based on K-GAAP |
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Foreign Currency (FC) Liquidity Ratios
As of the end of the periods indicated | (units: millions of Won, % ) |
Type |
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
FC Liquidity Assets |
FC Liquidity Liabilities |
FC Liquidity Ratio |
FC Liquidity Assets |
FC Liquidity Liabilities |
FC Liquidity Ratio |
FC Liquidity Assets |
FC Liquidity Liabilities |
FC Liquidity Ratio |
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Woori Investment Bank Note 1) |
13,583 | | | 425 | | | 38,111 | 34,734 | 109.7 |
Note 1) | Based on current assets and liabilities within three months of maturity |
Liquidity Coverage Ratios
(unit: % ) |
Name of Company |
Type |
2021 | 2020 | 2019 | ||||||||||
Woori Bank |
Liquidity coverage ratio Note 1) |
89.95 | 92.07 | 107.27 | ||||||||||
Foreign currency liquidity coverage ratio Note 1) |
107.40 | 106.06 | 110.50 | |||||||||||
Ratio of business purpose premises and equipment |
11.06 | 11.68 | 12.22 |
Note 1) | The method of calculation is same as the applicable standards for business disclosure of holding company, and the applicable periods are 2021 4Q, 2020 4Q and 2019 4Q | |
Under the Plans for Temporary Easing of Financial Regulations in Response to COVID-19 announced by the Financial Services Commission, the liquidity coverage ratio and the foreign currency liquidity coverage ratio requirements for banks has been reduced from 100% to 85% and from 80% to 70%, respectively, until the end of March 2022. |
c. | Profitability Ratio Note1), Note2) |
(units: % )
Type |
2021 Note3) | 2020 | 2019 | |||||||||||||||||||||
ROA | ROE | ROA | ROE | ROA | ROE | |||||||||||||||||||
Woori Financial Group |
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Including non-controlling interests |
0.66 | 11.48 | 0.40 | 6.80 | 0.57 | 10.11 | ||||||||||||||||||
Excluding non-controlling interests |
0.61 | 10.58 | 0.34 | 5.87 | 0.52 | 9.29 | ||||||||||||||||||
Woori Bank |
0.60 | 9.90 | 0.37 | 5.95 | 0.43 | 6.84 | ||||||||||||||||||
Woori Card |
1.10 | 6.36 | 0.98 | 5.29 | 0.90 | 5.05 | ||||||||||||||||||
Woori Financial Capital |
1.69 | 15.73 | 1.53 | 13.83 | 1.64 | 12.64 | ||||||||||||||||||
Woori Investment Bank |
1.59 | 12.89 | 1.47 | 13.13 | 1.69 | 13.66 | ||||||||||||||||||
Woori Asset Trust |
18.64 | 27.05 | 22.03 | 31.51 | 25.18 | 37.40 | ||||||||||||||||||
Woori Asset Management |
6.82 | 7.11 | 5.85 | 6.12 | 7.41 | 7.77 | ||||||||||||||||||
Woori Savings Bank Note4) |
1.06 | 7.95 | 0.97 | 10.10 | 1.05 | 11.41 |
Note 1) | Based on the applicable standards for business reports submitted to the Financial Supervisory Service. The figures for Woori Financial Group and Woori bank are on a consolidated basis and the figures for the other subsidiaries are on a non-consolidated basis | |
Note 2) | Total assets and total equity : the simple average of the balances at the start the fiscal year and at the end of each quarter | |
Note 3) | On an annualized basis based on the applicable standards for business reports submitted to the Financial Supervisory Service | |
Note 4) | Figures for Woori Savings Bank are based on K-GAAP |
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d. | Asset Quality |
Group Asset Quality
(units: billions of Won, except percentages) |
Type |
2021 | 2020 | 2019 | |||||||||
Total loans |
332,797 | 299,075 | 266,432 | |||||||||
Substandard and below loans |
990 | 1,256 | 1,198 | |||||||||
Substandard and below loans ratio |
0.30 | % | 0.42 | % | 0.45 | % | ||||||
Non-Performing Loans |
902 | 1,149 | 1,068 | |||||||||
NPL Ratio |
0.27 | % | 0.38 | % | 0.40 | % | ||||||
Substandard and below coverage ratio (A/B) |
192.2 | % | 153.8 | % | 133.6 | % | ||||||
Loan Loss reserve (A) |
1,903 | 1,932 | 1,600 | |||||||||
Substandard and below loans (B) |
990 | 1,256 | 1,198 |
Note 1) | Based on the applicable standards for financial holding company business reports submitted to the Financial Supervisory Service |
Asset Quality for Significant Subsidiaries and Consolidated Companies
(units: % ) |
Type |
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
Substandard and below ratio |
NPL ratio |
Substandard and below coverage ratio |
Substandard and below ratio |
NPL ratio |
Substandard and below coverage ratio |
Substandard and below ratio |
NPL ratio |
Substandard and below coverage ratio |
||||||||||||||||||||||||||||
Woori Bank |
0.20 | 0.18 | 205.50 | 0.32 | 0.30 | 153.95 | 0.40 | 0.36 | 121.80 | |||||||||||||||||||||||||||
Woori Card |
0.41 | | 103.21 | 0.63 | | 102.65 | 0.80 | | 102.84 | |||||||||||||||||||||||||||
Woori Financial Capital |
1.20 | | 196.70 | 1.77 | | 140.15 | 2.28 | | 97.86 | |||||||||||||||||||||||||||
Woori Investment Bank |
0.57 | 0.55 | 120.05 | 0.79 | 0.20 | 84.78 | 0.49 | 0.21 | 168.61 | |||||||||||||||||||||||||||
Woori Asset Trust |
56.61 | | | 63.64 | | | 37.51 | | | |||||||||||||||||||||||||||
Woori Savings Bank Note 2) |
2.32 | | 117.37 | 3.40 | | 90.37 | 3.51 | | 79.42 |
Note 1) | Based on the applicable standards for business reports submitted to the Financial Supervisory Service | |
Note 2) | Based on K-GAAP |
16
III. | Financial Information |
1. | Condensed Financial Statements (Consolidated) |
Summary Consolidated Statement of Financial Position
(The Company and its Consolidated Subsidiaries, as of the end of the periods indicated) |
(unit: millions of Won) |
Classification |
2021 | 2020 | 2019 | |||||||||
ASSETS |
||||||||||||
Cash and cash equivalents |
7,565,818 | 9,990,983 | 6,392,566 | |||||||||
Financial assets at fair value through profit or loss (FVTPL) |
13,497,234 | 14,762,941 | 8,069,144 | |||||||||
Financial assets at fair value through other comprehensive income |
39,119,789 | 30,028,929 | 27,730,531 | |||||||||
Securities at amortized cost |
17,086,274 | 17,020,839 | 20,320,539 | |||||||||
Loans and other financial assets at amortized cost |
361,932,872 | 320,106,078 | 293,717,693 | |||||||||
Investments in joint ventures and associates |
1,335,167 | 993,291 | 806,360 | |||||||||
Investment properties |
389,495 | 387,464 | 280,239 | |||||||||
Premises and equipment |
3,174,720 | 3,287,198 | 3,364,716 | |||||||||
Intangible assets and goodwill |
785,386 | 792,077 | 844,110 | |||||||||
Assets held for sale |
26,327 | 60,002 | 10,556 | |||||||||
Net defined benefit asset |
21,346 | 5,658 | 2,582 | |||||||||
Current tax assets |
22,598 | 75,655 | 47,367 | |||||||||
Deferred tax assets |
31,131 | 46,088 | 39,544 | |||||||||
Derivative assets (designated for hedging) |
106,764 | 174,820 | 121,131 | |||||||||
Other assets |
2,088,950 | 1,348,994 | 233,646 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
447,183,871 | 399,081,017 | 361,980,724 | |||||||||
|
|
|
|
|
|
|||||||
LIABILITIES |
||||||||||||
Financial liabilities at FVTPL |
4,873,458 | 6,813,822 | 2,958,302 | |||||||||
Deposits due to customers |
317,899,871 | 291,477,279 | 264,685,578 | |||||||||
Borrowings |
24,755,459 | 20,745,466 | 18,998,920 | |||||||||
Debentures |
44,653,864 | 37,479,358 | 30,858,055 | |||||||||
Provisions |
576,134 | 501,643 | 443,980 | |||||||||
Net defined benefit liability |
47,986 | 52,237 | 92,470 | |||||||||
Current tax liabilities |
584,491 | 370,718 | 182,690 | |||||||||
Deferred tax liabilities |
186,946 | 160,250 | 134,322 | |||||||||
Derivative liabilities (designated for hedging) |
27,584 | 64,769 | 6,837 | |||||||||
Other financial liabilities |
24,171,030 | 14,215,817 | 17,706,767 | |||||||||
Other liabilities |
556,853 | 473,813 | 420,471 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
418,333,676 | 372,355,172 | 336,488,392 | |||||||||
|
|
|
|
|
|
|||||||
EQUITY |
||||||||||||
Owners equity: |
25,842,019 | 23,053,608 | 21,510,370 | |||||||||
Capital stock |
3,640,303 | 3,611,338 | 3,611,338 | |||||||||
Hybrid securities |
2,294,381 | 1,895,366 | 997,544 | |||||||||
Capital surplus |
682,385 | 626,111 | 626,295 | |||||||||
Other equity |
(2,167,614 | ) | (2,347,472 | ) | (2,249,322 | ) | ||||||
Retained earnings |
21,392,564 | 19,268,265 | 18,524,515 | |||||||||
Non-controlling interests |
3,008,176 | 3,672,237 | 3,981,962 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
28,850,195 | 26,725,845 | 25,492,332 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
447,183,871 | 399,081,017 | 361,980,724 | |||||||||
|
|
|
|
|
|
|||||||
Number of Consolidated Subsidiaries (excluding holding company) |
152 | 131 | 102 |
17
Summary Consolidated Statement of Comprehensive Income
(The Company and its Consolidated Subsidiaries, for the periods indicated) |
(unit: millions of Won, except per share amounts) |
Classification |
2021 | 2020 | 2019 | |||||||||
Operating income |
3,659,749 | 2,080,394 | 2,799,976 | |||||||||
Net interest income |
6,985,721 | 5,998,512 | 5,893,706 | |||||||||
Net fees and commissions income |
1,470,775 | 1,014,039 | 1,102,628 | |||||||||
Dividend income |
309,211 | 138,543 | 107,959 | |||||||||
Net gain or loss on financial instruments at FVTPL |
325,751 | 421,709 | 25,455 | |||||||||
Net gain or loss on financial assets at FVTOCI |
32,624 | 24,138 | 11,015 | |||||||||
Net gain or loss arising on financial assets at amortized cost |
107,317 | 44,443 | 102,115 | |||||||||
Impairment losses due to credit loss |
(536,838 | ) | (784,371 | ) | (374,244 | ) | ||||||
General and administrative expenses |
(4,147,411 | ) | (3,956,181 | ) | (3,766,077 | ) | ||||||
Other net operating income (expenses) |
(887,401 | ) | (820,438 | ) | (302,581 | ) | ||||||
Non-operating income (expense) |
89,492 | (79,143 | ) | (76,927 | ) | |||||||
Net income before income tax expense |
3,749,241 | 2,001,251 | 2,723,049 | |||||||||
Income tax expense |
(941,870 | ) | (486,002 | ) | (685,453 | ) | ||||||
Net income |
2,807,371 | 1,515,249 | 2,037,596 | |||||||||
Net income attributable to owners |
2,587,936 | 1,307,266 | 1,872,207 | |||||||||
Net income attributable to the non-controlling interests |
219,435 | 207,983 | 165,389 | |||||||||
Other comprehensive income (loss), net of tax |
170,181 | (82,207 | ) | 51,782 | ||||||||
Items that will not be reclassified to profit or loss |
96,529 | 54,964 | (92,777 | ) | ||||||||
Items that may be reclassified to profit or loss |
73,652 | (137,171 | ) | 144,559 | ||||||||
Total comprehensive income |
2,977,552 | 1,433,042 | 2,089,378 | |||||||||
Comprehensive income attributable to the owners |
2,745,764 | 1,233,097 | 1,914,393 | |||||||||
Comprehensive income attributable to non-controlling interests |
231,788 | 199,945 | 174,985 | |||||||||
Net income per share: |
||||||||||||
Basic and diluted loss per share (in Korean Won) |
3,481 | 1,742 | 2,727 |
18
2. | Condensed Financial Statements (Separate) |
Summary Statement of Financial Position
(The Company, as of the end of the period indicated) | (unit: millions of Won) |
Classification |
2021 | 2020 | 2019 | |||||||||
ASSETS |
||||||||||||
Cash and cash equivalents |
578,725 | 69,176 | 43,670 | |||||||||
Financial assets at fair value through profit or loss |
| 7,247 | 9,434 | |||||||||
Financial assets at fair value through other comprehensive income |
146,294 | 149,614 | | |||||||||
Loans and other financial assets at amortized cost |
633,110 | 619,117 | 1,269,203 | |||||||||
Investments in subsidiaries |
22,144,915 | 21,562,229 | 19,873,593 | |||||||||
Premises and equipment |
7,790 | 12,538 | 7,383 | |||||||||
Intangible assets |
5,171 | 5,282 | 3,310 | |||||||||
Net defined benefit asset |
1,516 | 3,509 | | |||||||||
Current tax assets |
856 | 307 | | |||||||||
Deferred tax assets |
6,454 | 964 | | |||||||||
Other assets |
151 | | | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
23,524,982 | 22,429,983 | 21,206,593 | |||||||||
|
|
|
|
|
|
|||||||
LIABILITIES |
||||||||||||
Financial liabilities at fair value through profit or loss |
329 | | | |||||||||
Debentures |
1,367,429 | 1,147,503 | 947,679 | |||||||||
Provisions |
394 | 782 | 600 | |||||||||
Net defined benefit liability |
| | 3,482 | |||||||||
Current tax liabilities |
468,305 | 215,071 | 133,526 | |||||||||
Deferred tax liabilities |
| | 154 | |||||||||
Other financial liabilities |
22,988 | 22,085 | 10,745 | |||||||||
Other liabilities |
548 | 570 | 4,142 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
1,859,993 | 1,386,011 | 1,100,328 | |||||||||
|
|
|
|
|
|
|||||||
EQUITY |
||||||||||||
Capital stock |
3,640,303 | 3,611,338 | 3,611,338 | |||||||||
Hybrid securities |
2,294,288 | 1,895,322 | 997,544 | |||||||||
Capital surplus |
10,909,281 | 14,874,084 | 14,874,084 | |||||||||
Other equity |
(3,874 | ) | (1,518 | ) | (631 | ) | ||||||
Retained Earnings |
4,824,991 | 664,746 | 623,930 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
21,664,989 | 21,043,972 | 20,106,265 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
23,524,982 | 22,429,983 | 21,206,593 | |||||||||
|
|
|
|
|
|
19
Summary Statement of Comprehensive Income
(The Company, for the period indicated) |
(unit: millions of Won, except per share amounts) |
Classification |
2021 | 2020 | 2019 | |||||||||
Operating income |
590,550 | 594,752 | 629,437 | |||||||||
Net interest income (expense) |
(22,245 | ) | (12,953 | ) | 40 | |||||||
Interest income |
4,236 | 10,082 | 7,741 | |||||||||
Interest expense |
(26,481 | ) | (23,035 | ) | (7,701 | ) | ||||||
Net fees and commissions loss |
(12,585 | ) | (15,394 | ) | (15,833 | ) | ||||||
Fees and commissions income |
1,306 | 805 | | |||||||||
Fees and commissions expense |
(13,891 | ) | (16,199 | ) | (15,833 | ) | ||||||
Dividend income |
692,605 | 680,375 | 676,000 | |||||||||
Net gain (loss) on financial instruments at FVTPL |
(7,576 | ) | (920 | ) | 9,434 | |||||||
Reversal (Provision) of impairment losses due to credit loss |
76 | 116 | (263 | ) | ||||||||
General and administrative expenses |
(59,725 | ) | (56,472 | ) | (39,941 | ) | ||||||
Non-operating expense |
(305 | ) | (215 | ) | (750 | ) | ||||||
Net income before income tax expense |
590,245 | 594,537 | 628,687 | |||||||||
Income tax income (expense) |
4,607 | 781 | (394 | ) | ||||||||
Net income |
594,852 | 595,318 | 628,293 | |||||||||
Other comprehensive loss, net of tax |
(2,330 | ) | (887 | ) | (631 | ) | ||||||
Items that will not be reclassified to profit or loss |
(2,330 | ) | (887 | ) | (631 | ) | ||||||
Net gain (loss) on valuation of equity securities at FVTOCI |
(2,408 | ) | (280 | ) | | |||||||
Remeasurement of the net defined benefit liability |
78 | (607 | ) | (631 | ) | |||||||
Total comprehensive Income |
592,522 | 594,431 | 627,662 | |||||||||
Net Income per share: |
||||||||||||
Basic and diluted income per share (in Korean Won) |
730 | 757 | 900 |
20
3. | Dividend Information |
| In the mid- to long-term, Woori Financial Group plans to not only increase its dividends per share according to its improvement in net income, but also to gradually increase its dividend payout ratio to around 30% pursuant to the groups mid- to long-term management plan (as resolved by the board of directors on December 18, 2020). In 2021, the company paid out interim dividends for the first time since its establishment, and determined its year-end dividend based on a level comparable to the dividend payout ratio before the spread of COVID-19. Moreover, in order to improve the predictability of its dividends, the Company plans to make a resolution to amend its articles of incorporation at the 3rd annual general meeting of shareholders for FY2021 to specify the date of the determination of interim dividend rights as June 30. In the future, the company plans to review various market-friendly shareholder return policies once COVID-19 stabilizes, to improve shareholder value while maintaining capital adequacy. |
| The above plans are subject to change taking into account factors such as the COVID-19 situation and changes in the domestic and overseas business environment. Further details will be separately disclosed after a resolution of the board of directors of our company. |
Items |
2021 | 2020 | 2019 | |||||||||||||
Par value per share (Won) |
|
5,000 | 5,000 | 5,000 | ||||||||||||
Net profit (Millions of Won) |
|
2,587,936 | 1,307,266 | 1,872,207 | ||||||||||||
Earnings per share (Won) |
|
3,481 | 1,742 | 2,727 | ||||||||||||
Total cash dividends (Millions of Won) |
|
654,384 | 260,016 | 505,587 | ||||||||||||
Total stock dividends (Millions of Won) |
|
| | | ||||||||||||
Cash dividend payout ratio (%) |
|
25.29 | 19.89 | 27.00 | ||||||||||||
Cash dividend yield (%) |
Common Shares | 6.8 | 3.6 | 5.8 | ||||||||||||
Preferred Shares | | | | |||||||||||||
Stock dividend yield (%) |
Common Shares | | | | ||||||||||||
Preferred Shares | | | | |||||||||||||
Cash dividend per share (Won) |
Common Shares | 900 | 360 | 700 | ||||||||||||
Preferred Shares | | | | |||||||||||||
Stock dividend per share (Share) |
Common Shares | | | | ||||||||||||
Preferred Shares | | | |
Note 1) | The dividends for 2021 includes the interim dividends (as resolved by the board of directors on July 23, 2021) of KRW 108,340 million (KRW 150 cash dividend per share) | |
Note 2) | Of the total cash dividends for FY2021, the year-end dividends of KRW 546,044 million represents the amount prior to its approval at the annual general meeting of shareholders for FY2021. If the amount is rejected or amended at the annual general meeting, the Company will disclose such changes. |
21
IV. | Independent Auditors Opinion |
1. | Independent Auditors Opinion |
2021 | 2020 | 2019 | ||||||
Auditor |
Samil PricewaterhouseCoopers | Samil PricewaterhouseCoopers | Deloitte Anjin LLC | |||||
Auditors Opinion |
Note 1) | Note 2) | Note 3) |
Note 1) | In its audit report, Samil PricewaterhouseCoopers has stated that the financial statements present fairly, in all material respects, the financial position of Woori Financial Group as of December 31, 2021, and its financial performance and its cash flows for the year then ended in accordance with Korean IFRS |
Note 2) | In its audit report, Samil PricewaterhouseCoopers has stated that the financial statements present fairly, in all material respects, the financial position of Woori Financial Group as of December 31, 2020, and its financial performance and its cash flows for the year then ended in accordance with Korean IFRS. |
Note 3) | In its audit report, Deloitte Anjin LLC has stated that the financial statements present fairly, in all material respects, the financial position of Woori Financial Group as of December 31, 2019 and December 31, 2018, respectively, and its financial performance and its cash flows for the years then ended in accordance with Korean IFRS. |
2. | Compensation to the Independent Auditor |
a. | Audit Services |
Term |
Auditor |
Description |
Contractual | Actual | ||||||||
Fee | Time | Fee | Time | |||||||||
2021 |
Samil PricewaterhouseCoopers |
1Q/1H/3Q Review Closing audit (including internal accounting management system) |
KRW 1,172 million |
10,450 hours | KRW 1,172 million |
9,962 hours | ||||||
2020 |
Samil PricewaterhouseCoopers |
1Q/1H/3Q Review Closing audit (including internal accounting management system) |
KRW 1,135 million | 10,400 hours | KRW 1,135 million | 10,514 hours | ||||||
2019 |
Deloitte Anjin LLC | 1Q/1H/3Q Review Closing audit (including internal accounting management system) |
KRW 752 million |
7,995 hours | KRW 752 million |
10,849 hours |
Note 1) | Fee excludes VAT |
Note 2) | Time includes planning time up until the commencement of the applicable services |
b. | Other Audit Services |
Term | Auditor |
Description |
Fee | |||
2019 | Deloitte Anjin LLC | Auditing services provided in connection with the submission of a holding company establishment report to the Fair Trade Commission | KRW 67 million |
Note 1) | Fee excludes VAT |
22
c. | Current Status of Audit Service Agreements with the Independent Auditor Relating to U.S. Listing |
Term |
Auditor |
Description |
Fee | |||
2020 |
Samil PricewaterhouseCoopers | U.S. PCAOB standard audit of consolidated financial statements and internal control over financial reporting (for FY2021) | KRW 2,370 million | |||
U.S. PCAOB standard audit of consolidated financial statements and internal control over financial reporting (for FY2020) | KRW 2,280 million | |||||
2019 |
Deloitte Anjin LLC | U.S. PCAOB standard audit of consolidated financial statements and internal control over financial reporting (for FY2019) | KRW 1,873 million |
Note 1) | Fee excludes VAT |
d. | Non-Audit Services |
Term | Date of Execution of Agreement |
Description of Service | Service Term | Fees | ||||
|
|
|
| |||||
2021 | March 29, 2021 | Tax adjustment (including review relating to application of consolidated tax) | June 1, 2021 ~ May 31, 2022 | KRW 61 million | ||||
2020 | July 9, 2020 | Tax adjustment (including review relating to application of consolidated tax) | July 9, 2020 ~ May 31, 2021 | KRW 61 million | ||||
2019 | April 18, 2019 | Tax adjustment (including review relating to application of consolidated tax) | April 18, 2019 ~ May 31, 2020 | KRW 88 million | ||||
May 14, 2019 | Issuance of agreed-upon procedure report relating to asset management company establishment registration submitted to the Financial Supervisory Service | May 14, 2019 ~ May 31, 2019 | KRW 18 million |
Note 1) | Fee excludes VAT |
23
V. | Corporate Governance |
1. | About the Board of Directors |
a. | Composition of the Board of Directors |
As of December 31, 2021, the board of directors consisted of four outside directors, one non-standing director and two standing directors. On March 26, 2021, Sung-Tae Ro, Sang-Yong Park, Chan-Hyoung Chung, Zhiping Tian and Dong-Woo Chang were re-appointed as outside directors, and Won-Duk Lee was reappointed as a standing director, at the annual general meeting of shareholders for FY2020. Two outside directors, Zhiping Tian (on August 31,2021) and Dennis Chan (on September 16, 2021), resigned for personal reasons prior to the expiration of their terms.
b. | Committees under the Board of Directors |
We currently have the following committees serving under the board of directors:
(a) | Audit Committee |
(b) | Board Risk Management Committee |
(c) | Compensation Committee |
(d) | Committee for Recommending Executive Officer Candidates |
(e) | Committee for Recommending Subsidiary Representative Director Candidates |
(f) | Committee for Internal Control Management |
(g) | Board ESG Management Committee |
(As of December 31, 2021) |
Name of Committee |
Composition |
Names of Members | ||
Audit Committee | Three outside directors | (Chairman) Chan-Hyoung Chung (outside director) Sung-Tae Ro (outside director) Dong-Woo Chang (outside director) | ||
Board Risk Management Committee | Two outside directors One non-standing director |
(Chairman) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) Hong-Tae Kim (non-standing director) | ||
Compensation Committee | Four outside directors One non-standing director |
(Chairman) Chan-Hyoung Chung (outside director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Dong-Woo Chang (outside director) Hong-Tae Kim (non-standing director) | ||
Committee for Recommending Executive Officer Candidates | Four outside directors | (Chairman) Dong-Woo Chang (outside director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) | ||
Committee for Recommending Subsidiary Representative Director Candidates | Four outside directors One standing director |
(Chairman) Tae-Seung Son (standing director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) Dong-Woo Chang (outside director) | ||
Committee for Internal Control Management | One outside director One non-standing director Two standing directors |
(Chairman) Sang-Yong Park (outside director) Hong-Tae Kim (non-standing director) Tae-Seung Son (standing director) Won-Duk Lee (standing director) |
24
Name of Committee |
Composition |
Names of Members | ||
Board ESG Management Committee | Four outside directors One non-standing director Two standing directors |
(Chairman) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) Dong-Woo Chang (outside director) Hong-Tae Kim (non-standing director) Tae-Seung Son (standing director) Won-Duk Lee (standing director) |
2. | Shareholders Meeting |
a. | Voting Rights Note 1) |
(unit: shares) |
Items |
Number of shares | Notes | ||||||||
Number of issued shares |
Common Shares | 728,060,549 | | |||||||
Preferred Shares | | | ||||||||
Number of shares without voting rights |
Common Shares | 343,991 | Note 2 | ) | ||||||
Preferred Shares | | | ||||||||
Number of shares for which voting rights are excluded pursuant to the articles of incorporation |
Common Shares | | | |||||||
Preferred Shares | | | ||||||||
Number of shares for which voting rights are limited by law |
Common Shares | 11,437,579 | Note 3 | ) | ||||||
Preferred Shares | | | ||||||||
Number of shares for which voting rights have been restored |
Common Shares | | | |||||||
Preferred Shares | | | ||||||||
Number of shares for which voting rights may be exercised |
Common Shares | 716,278,979 | | |||||||
Preferred Shares | | |
Note 1) | As of the annual general meeting of shareholders for 2021 in March 2022 | |
Note 2) | Treasury shares acquired from the issuance of fractional shares and shares in mutual ownership (pursuant to Article 369 of the Commercial Act) | |
Note 3) | A non-financial business operator is restricted from exercising voting rights in excess of 4% of the total number of outstanding voting shares of a financial holding company (pursuant to Article 8-2 of the Financial Holding Company Act) |
b. | Summary of the Shareholders Meeting Minutes |
Agenda |
Result | |||
Annual General Meeting of Shareholders for 2019 (March 25, 2020) |
1. Approval of financial statements for the fiscal year 2019 | Approved as submitted | ||
2. Approval of amendments to the Articles of Incorporation | Approved as submitted | |||
3. Appointment of directors (4 directors) - 3-1 Candidate for outside director : Dennis Chan - 3-2 Candidate for non-standing director : Hong-Tae Kim - 3-3 Candidate for standing director : Won-Duk Lee - 3-4 Candidate for standing director : Tae-Seung Son |
Approved as submitted | |||
4. Approval of the maximum limit on directors compensation | Approved as submitted |
25
Annual General Meeting of Shareholders for 2020 (March 26, 2021) |
1. Approval of financial statements for the fiscal year 2020 | Approved as submitted | ||
2. Approval of amendments to the Articles of Incorporation | Approved as submitted | |||
3. Approval of the reduction of capital reserve | Approved as submitted | |||
4. Appointment of directors (1 standing director, 4 outside directors) - 4-1 Candidate for standing director : Won-Duk Lee - 4-2 Candidate for outside director : Sung-Tae Ro - 4-3 Candidate for outside director : Sang-Yong Park - 4-4 Candidate for outside director : Zhiping Tian - 4-5 Candidate for outside director : Dong-Woo Chang |
Approved as submitted | |||
5. Appointment of an outside director who will serve as an Audit Committee Member - Candidate for outside director who will serve as an Audit Committee Member : Chan-Hyoung Chung |
Approved as submitted | |||
6. Appointment of Audit Committee Members who are outside directors - 6-1 Candidate for Audit Committee Member who is an outside director : Sung-Tae Ro - 6-2 Candidate for Audit Committee Member who is an outside director : Dong-Woo Chang |
Approved as submitted | |||
7. Approval of the maximum limit on directors compensation | Approved as submitted | |||
Extraordinary General Meeting of Shareholders in 2022 (January 27, 2022) |
1. Appointment of directors (2 outside directors) - 1-1 Candidate for outside director : In-Sub Yoon - 1-2 Candidate for outside director : Yo-Hwan Shin |
Approved as submitted |
26
VI. | Shareholder Information |
1. | Share Distribution |
a. | Share Information of the Largest Shareholder and Specially Related Parties |
As of December 31, 2021 | (units: shares, %) |
Name |
Relation | Type | Shares Held | Notes | ||||||||||||||||||||||||
Beginning balance Note 2) |
Ending balance | |||||||||||||||||||||||||||
Number | Share | Number | Share | |||||||||||||||||||||||||
Employee Stock Ownership Association of Woori Financial Group |
The largest shareholder | Common | 23,968,887 | 3.32 | 38,859,717 | 5.33 | | |||||||||||||||||||||
Employee Stock Ownership Association of Woori Bank |
|
Specially related party of the largest shareholder |
|
Common | 36,993,413 | 5.12 | 32,630,581 | 4.48 | | |||||||||||||||||||
Total |
Common | 60,962,300 | 8.44 | 71,490,298 | 9.82 | | ||||||||||||||||||||||
Others | | | | | |
Note 1) | The largest shareholder changed on December 9, 2021 due to the Korea Deposit Insurance Corporates sale of Woori Financial Groups equity shares. Refer to the prior disclosure on Form 6-K on December 10, 2021, Changes in the Largest Shareholder for further details. |
Note 2) | Beginning balance is as of December 31, 2020 |
b. | Changes in the largest shareholder |
As of December 31, 2021 | (units: shares, %) |
Change of Date |
Largest Shareholder |
Number Held | Share | Notes | ||||||||
January 11, 2019 |
Korea Deposit Insurance Corporation | 124,604,797 | 18.32 | Comprehensive Stock Transfer (Woori Financial Group) Note 1) | ||||||||
September 10, 2019 |
Korea Deposit Insurance Corporation | 124,604,797 | 17.25 | Issuance of new common shares (42,103,377 shares) Note 2) | ||||||||
April 9, 2021 |
Korea Deposit Insurance Corporation | 110,159,443 | 15.25 | Sale of KDICS 14,445,354 shares through after-hours trading Note 3) | ||||||||
August 10, 2021 |
Korea Deposit Insurance Corporation | 110,159,443 | 15.13 | Issuance of new common shares (5,792,866 shares) Note 4) | ||||||||
December 9, 2021 |
Employee Stock Ownership Association of Woori Financial Group and others 1 | 71,346,178 | 9.80 | ESOAs purchase of 1.00% of the KDICs remaining shares of Woori Financial Group (8.80% share already held) Note 5) |
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Note 1) | Woori Financial Group was established pursuant to a comprehensive stock transfer of Woori Bank and five other companies, and the KDIC received new shares of Woori Financial Group in accordance with the stock transfer ratio. |
transfer ratio Woori Bank : Woori Financial Group = 1: 1.0000000
Note 2) | Comprehensive stock exchange between Woori Financial Group and Woori Card. |
Note 3) | Refer to the prior disclosures on Form 6-K on April 13, 2021, Change in the Number of Shares Owned by the Largest Shareholder of Woori Financial Group for further details. |
Note 4) | Comprehensive stock exchange between Woori Financial Group and Woori Financial Capital |
Note 5) | Refer to the prior disclosure on Form 6-K on December 10, 2021, Changes in the Largest Shareholder for further details. |
c. | Share Ownership of More Than 5% |
As of December 31, 2021 | (units: shares, %) |
Name |
Shares | Notes | ||||||||||
No. of shares | Percentage of shareholding |
|||||||||||
Share ownership of more than 5% |
National Pension Service | 65,479,545 | 8.99 | | ||||||||
Korea Deposit Insurance Corporation | 42,217,960 | 5.80 | Note 1) | |||||||||
Nobis1, Inc. (IMM PE) | 40,560,000 | 5.57 | | |||||||||
Employee Stock Ownership Association |
71,490,298 | 9.82 | The largest shareholder Note 2) |
Note 1) | On February 10, 2022, the KDICs percentage of shares held decreased from 5.8% to 2.2% due to its block sales of Woori Financial Groups shares |
Note 2) | Total shares of the employee stock ownership association of Woori Financial Group and Woori Bank |
2. | Stock Price and Stock Market Performance |
a. | Domestic Stock Market |
(units: Won, shares) |
Period |
July 2021 |
August 2021 |
September 2021 |
October 2021 |
November 2021 |
December 2021 |
||||||||||||||||||||
Common Shares |
High | 11,650 | 11,400 | 11,650 | 13,700 | 13,600 | 13,550 | |||||||||||||||||||
Low | 10,850 | 10,550 | 10,800 | 11,450 | 12,600 | 12,450 | ||||||||||||||||||||
Average | 11,305 | 11,036 | 11,145 | 12,292 | 13,275 | 13,098 | ||||||||||||||||||||
Monthly Trade Volume |
High | 36,701,721 | 3,163,116 | 5,995,776 | 4,045,228 | 4,729,690 | 5,214,031 | |||||||||||||||||||
Low | 998,476 | 1,536,421 | 1,305,667 | 1,717,955 | 1,400,660 | 918,487 | ||||||||||||||||||||
Monthly Total | 79,894,156 | 48,611,353 | 47,086,520 | 51,032,765 | 47,940,572 | 43,878,989 |
Note 1) | Source: KRX KOSPI Market |
Note 2) | Share prices are based on closing prices. |
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b. | Foreign Stock Market (NYSE) |
(units: US Dollars, Won, ADSs) |
Period |
July 2021 |
August 2021 |
September 2021 |
October 2021 |
November 2021 |
December 2021 |
||||||||||||||||||||
ADS |
High | 30.96 | 30.00 | 29.84 | 33.93 | 34.38 | 33.95 | |||||||||||||||||||
Low | 28.29 | 27.43 | 27.52 | 31.58 | 31.98 | 28.65 | ||||||||||||||||||||
Average | 29.59 | 28.92 | 28.50 | 33.06 | 33.58 | 31.04 | ||||||||||||||||||||
Won Conversion |
High | 35,053 | 35,124 | 34,698 | 40,428 | 40,606 | 39,783 | |||||||||||||||||||
Low | 32,460 | 32,217 | 32,408 | 37,508 | 38,165 | 34,010 | ||||||||||||||||||||
Average | 33,849 | 33,560 | 33,337 | 39,109 | 39,750 | 36,718 | ||||||||||||||||||||
Monthly Trade Volume |
High | 48,890 | 203,792 | 30,095 | 31,250 | 27,610 | 31,292 | |||||||||||||||||||
Low | 3,676 | 5,035 | 6,137 | 2,599 | 3,840 | 3,436 | ||||||||||||||||||||
Monthly Total | 235,763 | 606,675 | 282,421 | 298,600 | 248,354 | 253,367 |
Note 1) | Source: standard trading rate (daily and monthly average) (Seoul Money Brokerage, www.smbs.biz) |
Note 2) | One ADS represents three common shares. |
Note 3) | Share prices are based on closing prices. |
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VII. | Directors and Employee Information |
1. | Directors and Executives |
[As of March 17, 2022] [Note to WFG: Please ensure that all of the information below is correct as of this date, since the Korean version presents the information as of December 31, 2021]
Position |
Name |
Common Shares Owned |
Term Commencement Date |
Expiration of Term | ||||||||
Chief Executive Officer |
Registered | Tae-Seung Son | 108,127 | January 11, 2019 ~ | Note 1) | |||||||
Standing Director |
Registered | Won-Duk Lee | 24,500 | December 18, 2020 ~ | Note 2) | |||||||
Outside Director |
Registered | Sung-Tae Ro | 5,000 | January 11, 2019 ~ | Note 2) | |||||||
Outside Director |
Registered | Sang-Yong Park | 1,000 | January 11, 2019 ~ | Note 2) | |||||||
Outside Director |
Registered | Chan-Hyoung Chung | 10,532 | January 11, 2019 ~ | Note 2) | |||||||
Outside Director |
Registered | Dong-Woo Chang | | January 11, 2019 ~ | Note 2) | |||||||
Outside Director |
Registered | In-Sub Yoon | | January 27, 2022~ | Note 3) | |||||||
Outside Director |
Registered | Yo-Hwan Shin | | January 27, 2022~ | Note 3) | |||||||
President |
Non-Registered | Hwa-Jae Park | 8,000 | February 25, 2022~ | December 31, 2023 | |||||||
President |
Non-Registered | Sang-Wook Chun | 6,600 | February 25, 2022~ | December 31, 2023 | |||||||
Senior Deputy President |
Non-Registered | Min-Cheol Shin | 25,000 | December 24, 2020 ~ | December 23, 2022 | |||||||
Deputy President |
Non-Registered | Jin-Ho Noh | 8,000 | February 11, 2020 ~ | December 17, 2022 | |||||||
Deputy President |
Non-Registered | Kyu-Mok Hwang | 17,239 | December 18, 2020 ~ | December 17, 2022 | |||||||
Deputy President |
Non-Registered | Seok-Young Chung | 22,951 | December 18, 2020 ~ | January 10, 2023 | |||||||
Deputy President |
Non-Registered | Jong-Il Park | 16,619 | December 18, 2020 ~ | February 10, 2023 | |||||||
Deputy President & Compliance Officer |
Non-Registered | Byoung-Kwon Woo | 8,500 | December 18, 2020 ~ | February 10, 2024 | |||||||
Deputy President |
Non-Registered | Sung-Wook Lee | 14,000 | December 18, 2020 ~ | February 10, 2023 | |||||||
Senior Managing Director |
Non-Registered | Jong-Keun Lee | 4,000 | December 18, 2020 ~ | December 17, 2022 | |||||||
Managing Director |
Non-Registered | Il-Jin Ouk | 2,000 | February 25, 2022~ | December 31, 2023 | |||||||
Managing Director |
Non-Registered | Tae-Jeong Song | 1,000 | February 25, 2022~ | December 31, 2023 |
Note 1) | End of the annual general meeting of shareholders for FY2022 | |
Note 2) | End of the annual general meeting of shareholders for FY2021 | |
Note 3) | End of the annual general meeting of shareholders for FY2023 | |
Note 4) | Term commencement date: date of inauguration for registered officers or directors / date of appointment for non-registered officers or directors | |
Note 5) | Common shares owned are as of the date of submission of this report, and those owned by executives exclude the shares owned through the Employee Stock Ownership Association. |
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2. | Employee Status |
As of December 31, 2021 | (units: persons, millions of Won) |
Number of Employees | Average Tenure |
Total Compensation |
Average Compensation Per Person |
Note | ||||||||||||||||||||||||||||||||
Regular | Contract | Total | ||||||||||||||||||||||||||||||||||
Total | (Short time worker) |
Total | (Short time worker) |
|||||||||||||||||||||||||||||||||
Total |
113 | | 36 | | 149 | 2 years 5 months (16 years | ) | 25,772 | 168 | |
Note 1) | 26 employees (23 regular employees and 3 contract employees) concurrently employed by affiliated companies are excluded | |
Note 2) | Average tenure: term in ( ) includes tenure at affiliated companies | |
Note 3) | Contract employees include non-registered executives |
3. | Directors Compensation |
As of December 31, 2021 | (units: persons, millions of Won) |
Items |
Number of Persons |
Total Compensation |
Average Compensation Per Director |
Note | ||||||||||||
Registered Directors (excludes outside directors and audit committee members) |
3 | 1,598 | 533 | | ||||||||||||
Outside Directors (excludes audit committee members) |
1 | 161 | 68 | | ||||||||||||
Audit Committee Members |
3 | 150 | 50 | | ||||||||||||
Auditor |
| | | |
Note 1) | Registered directors and audit committee members include uncompensated directors | |
Note 2) | Only the compensation amount paid by Woori Financial Group is included for the three executives concurrently employed by Woori Bank | |
Note 3) | Number of Persons is as of December 31, 2021 | |
Note 4) | Total Compensation is the amount paid from January 1, 2021 to December 31, 2021 | |
Note 5) | Average compensation per director was calculated by dividing the total compensation paid from January 1, 2021 to December 31, 2021 by the annualized number of persons* |
* | In the third quarter of 2021, two outside directors resigned before the expiration of their terms |
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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.
Woori Financial Group Inc. | ||||||
(Registrant) | ||||||
Date: March 17, 2022 | By: | /s/ Sang-Wook Chun | ||||
(Signature) | ||||||
Name: Sang-Wook Chun | ||||||
Title: President |
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