WOORI FINANCE HOLDINGS CO LTD 
By 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 August 2012
Woori Finance Holdings Co., Ltd.
(Translation of Registrant's name into English)
203, Hoehyon-dong, 1-ga, Chung-gu, Seoul,
Korea 100-792
(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): ¨
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 registrant's "home country"), or under the rules of the home country exchange on which the registrant's 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 registrant's 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.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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
Table of ContentsIndex
1. Summary of 2012 First Half Business Report
2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Reports for 2012 2Q
2
Table of ContentsSummary of 2012 First Half Business Report
Table of Contents
| 5 | ||||
| 5 | ||||
| 6 | ||||
| 16 | ||||
| 17 | ||||
| 17 | ||||
| 18 | ||||
| 19 | ||||
| 19 | ||||
| 20 | ||||
| 22 | ||||
| 26 | ||||
| 26 | ||||
| 27 | ||||
| 29 | ||||
| 29 | ||||
2. Compensation to the Independent Auditor for the Past Three Years | 29 | |||
| 30 | ||||
| 30 | ||||
| 32 | ||||
| 33 | ||||
| 34 | ||||
| 34 | ||||
2. Stock Price and Stock Market Performance for the Past Six Months | 35 | |||
3
Table of Contents| 36 | ||||
| 36 | ||||
| 36 | ||||
| 36 | ||||
| 37 | ||||
| 37 | ||||
Except where indicated otherwise, financial information contained in this document (including the attached financial statements) have 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 Finance Holdings," "we," "us" or the "Company" are to Woori Finance Holdings Co., Ltd. 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.
4
Table of Contents| I. | Company Overview |
| 1. | Purpose of the Company |
| a. | Scope of Business |
Acquisition/ownership of shares in companies that are engaged in financial services or are closely related to financial services, as well as the governance and/or management of such companies.
| (1) | Corporate Management |
| 1. | Setting management targets for and approving business plans of the subsidiaries; |
| 2. | Evaluation of the subsidiaries' management performance and establishment of compensation levels; |
| 3. | Formulation of corporate governance structures of the subsidiaries; |
| 4. | Inspection of operation and assets of the subsidiaries; and |
| 5. | Other activities complementary to the items mentioned in numbers 1 to 4. |
| (2) | Corporate Management Support Activities |
| 1. | Funding for the affiliate companies (including direct and indirect subsidiaries, the "Affiliates"); |
| 2. | Capital investment in subsidiaries or procurement of funds for the Affiliates; and |
| 3. | Activities ancillary to the above items. |
| b. | Scope of Business of Subsidiaries |
| (1) | Bank Subsidiaries (Woori Bank, Kwangju Bank and Kyongnam Bank): |
| 1. | Banking business as prescribed by the Banking Act; |
| 2. | Trust business; |
| 3. | Foreign exchange business; and |
| 4. | Other authorized businesses. |
| (2) | Woori Investment & Securities: businesses authorized under the Financial Investment Services and Capital Markets Act and related laws and regulations. |
| (3) | Woori Aviva Life Insurance: life insurance and other insurance activities and other business activities permitted under the Insurance Business Act. |
5
Table of Contents| (4) | Woori Asset Management: asset management business. |
| (5) | Woori Financial: consumer finance business. |
| (6) | Woori FIS: finance-related IT services. |
| (7) | Woori F&I: securitization business. |
| (8) | Woori Private Equity: private equity business. |
| (9) | Woori FG Savings Bank: consumer savings banking business. |
| 2. | History of the Company |
| a. | Company History |
| (1) | Background: Major developments. |
March 30, 2004 | Appointment of new management | |
March 31, 2004 | Woori Card merged into Woori Bank | |
June 18, 2004 | Woori Securities becomes a wholly-owned subsidiary | |
December 21, 2004 | Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion) | |
December 24, 2004 | Acquired LG Investment & Securities and incorporated as a subsidiary | |
February 17, 2005 | Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion) | |
March 11, 2005 | Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion) | |
March 31, 2005 | Woori Securities and LG Investment & Securities merged (the name of the surviving entity, LG Investment & Securities, changed to Woori Investment & Securities) | |
May 6, 2005 | LG Investment Trust Management changed from 2nd tier subsidiary to 1st tier subsidiary | |
May 31, 2005 | Woori Investment Trust Management and LG Investment Trust Management merged (the name of the surviving entity, LG Investment Trust Management, changed to Woori Asset Management) | |
August 3, 2005 | Dissolution of Woori LB Second Asset Securitization Specialty Co., Ltd. | |
6
Table of ContentsSeptember 5, 2005 | Woori Asset Management becomes a wholly-owned subsidiary through capital reduction and cancellation | |
October 21, 2005 | Woori Private Equity is established and incorporated as a subsidiary | |
October 27, 2005 | Closure of strategic investment agreement with Lehman Brothers | |
February 23, 2006 | Joint venture arrangement between Woori CA Asset Management, a 2nd tier subsidiary, and Japan's Shinsei Bank (involving a transfer of 49% of Woori F&I's 100% stake in Woori CA Asset Management to Shinsei Bank) | |
April 11, 2006 | Joint venture agreement to transfer 30% of the shares of Woori Asset Management to Credit Suisse Asset Management International Holdings, a wholly owned subsidiary of Credit Suisse. | |
May 30, 2006 | Upon the 30% share transfer to Credit Suisse Asset Management International Holdings, Woori Asset Management was renamed Woori Credit Suisse Asset Management. | |
March 30, 2007 | Appointment of new management | |
September 14, 2007 | Acquired Hanmi Capital as a subsidiary (Hanmi Capital was renamed Woori Financial as of October 26, 2007) | |
April 4, 2008 | Acquired LIG Life Insurance as a subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008) | |
June 27, 2008 | ||
7
Table of ContentsMarch 16, 2011 | Woori FG Savings Bank Co., Ltd. is incorporated as a wholly-owned subsidiary | |
October 5, 2011 | Kwangju Bank and Kyongnam Bank become wholly-owned subsidiaries | |
November 29, 2011 | Acquired additional shares of Woori Investment & Securities to increase our equity stake (based on common stock) to 37.85% | |
July 30, 2012 | Acquired additional shares of Woori Financial to change our equity stake to 52.02% | |
| b. | Associated Business Group |
| (1) | Overview of Business Group |
| 1. | Name of business group: Woori Financial Group |
| (2) | Related companies within the business group |
As of June 30, 2012
8
Table of ContentsType | Name of Company |
Controlling Company | Notes | |||
| Woori EA Eighth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd. | ||||||
| WR Investment America LLC | ||||||
| Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twentieth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori EA Tenth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twenty First Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd. | ||||||
| Woori EA Twelveth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd | ||||||
| Woori EA Thirteenth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori EA Fourteenth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd | ||||||
| Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd | ||||||
| Woori EA Fifteenth Asset Securitization Specialty Co., Ltd. | ||||||
| Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd | ||||||
| * | Woori Finance Holdings, Woori Investment & Securities and Woori Financial are listed on the KRX KOSPI Market |
| * | On May 23, 2007, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity. |
| * | On September 14, 2007, Hanmi Capital was included as our 1st tier subsidiary to strengthen our non-banking business (Hanmi Capital was renamed Woori Financial as of October 26, 2007). |
| * | On September 20, 2007, Woori Investment Asia Pte. Ltd. was included as our 2nd tier subsidiary. Woori Investment & Securities owns a 100% stake in Woori Investment Asia Pte. Ltd. |
| * | On October 26, 2007, Woori Bank (China) Limited was included as our 2nd tier subsidiary. Woori Bank owns a 100% stake in Woori Bank (China) Limited. |
| * | On November 22, 2007, ZAO Woori Bank was included as our 2nd tier subsidiary. Woori Bank owns a 100% stake in ZAO Woori Bank, excluding one ZAO Woori Bank share which is owned by a related party of Woori Bank in order to comply with Russian regulations on single shareholder limitations. |
9
Table of Contents| * | On December 12, 2007, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. and Woori F&I Seventh Asset Securitization Specialty Co., Ltd. were included as our 2nd tier subsidiaries. Woori F&I Co., Ltd. owns a 100% stake in each of these two subsidiaries. |
| * | On March 18, 2008, Mars Private Equity Fund No. 3, with an expected paid-in-capital of KRW 51 billion, was included as our 2nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 1.96% of the capital of Mars Private Equity Fund No. 3. |
| * | On April 3, 2008, Woori F&I Eighth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity. |
| * | On April 4, 2008, LIG Life Insurance was included as our 1st tier subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008). |
| * | On May 14, 2008, Mars Private Equity Fund No. 4, with an expected paid-in-capital of KRW 51 billion, was included as our 2nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 0.99% of the capital. |
| * | On May 29, 2008, Woori Absolute Partners Pte. Ltd., an investment advisory service company wholly-owned by Woori Investment & Securities and established in Singapore to manage offshore funds, was included as our 2nd tier subsidiary. |
| * | On June 27, 2008, Woori SB Tenth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. Woori F&I owns a stake of 50% plus one share in the company. |
| * | On July 21, 2008, Woori Absolute Global Opportunity Fund, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2nd tier subsidiary. |
| * | On September 9, 2008, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity. |
| * | On March 3, 2009, PT Clemont Securities Indonesia was included as our 2nd tier subsidiary. Woori Investment & Securities owns a 60% stake in PT Clemont Securities Indonesia. |
| * | On March 12, 2009, Woori F&I Tenth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity. |
| * | On July 24, 2009, Woori F&I Twelfth Asset Securitization Specialty Co., Ltd. was removed as our 2nd tier subsidiary following the sale of Woori F&I's equity stake in Woori F&I Twelfth Asset Securitization Specialty Co., Ltd. |
| * | On August 31, 2009, Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. |
| * | On September 28, 2009, Woori CBV Securities Corporation was included as our 2nd tier subsidiary. Woori Investment & Securities owns a 49% stake in Woori CBV Securities Corporation. |
| * | On October 15, 2009, we acquired an additional 2.41% of common shares of Woori Financial, and our shareholding is currently 52.52%. |
| * | On October 28, 2009, Woori Asset Management became our wholly-owned subsidiary following our acquisition of Credit Suisse's 30% interest in Woori Asset Management. |
10
Table of Contents| * | High Technology Venture Investment, Global Technology Investment, LG Investment Holdings B.V. GG and Connacht Capital Market Investment, which are offshore finance companies and subsidiaries of Woori Investment & Securities, are currently undergoing liquidation or other change of control-related proceedings. Due to an expansion in the types of entities that are considered 2nd tier subsidiaries of financial holding companies, these entities became our 2nd tier subsidiaries. |
| * | On December 28, 2009, Woori SB Asset Management changed its name to Woori AMC and became a wholly-owned subsidiary of Woori F&I following the termination of its joint venture with Shinsei Bank. |
| * | On December 30, 2009, Woori Third Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries |
| * | On February 15, 2010, Woori Investment & Securities sold 100% of its investment stake in Woori Absolute Asia Multi Strategy Fund, an offshore financial company that was wholly-owned by Woori Investment & Securities prior to such sale. |
| * | On March 8, 2010, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was included as our 2nd tier subsidiary. |
| * | On May 20, 2010, Woori Absolute Return Investment Strategies, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2nd tier subsidiary. |
| * | On June 10, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. and Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd., which are wholly-owned by Woori F&I, were included as our 2nd tier subsidiaries. |
| * | On June 18, 2010, Woori EA Third Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On June 28, 2010, Woori Ea Fourth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On June 29, 2010, Woori Ea Fifth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On July 9, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. was removed as our 2nd tier subsidiary following the sale of Woori Investment & Securities' investment stake in Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. |
| * | On September 2, 2010, Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On October 22, 2010, WR Creditor Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On November 22, 2010, KoFC Woori Growth Champ 2010 No.3 Private Equity Fund, a 30% owned subsidiary of Woori Investment & Securities, was included as our 2nd tier subsidiary. |
| * | On November 23, 2010, Woori EA Eighth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On November 30, 2010, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries. |
| * | On December 1, 2010, High Technology Venture Investment and Global Technology Investment was dissolved and removed from our list of subsidiaries. |
| * | On December 3, 2010, Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
11
Table of Contents| * | On December 21, 2010, WR Investment America LLC. a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On January 14, 2011, Woori Investment Advisory Co., Ltd. (Beijing), a 100% owned subsidiary of Woori Investment & Securities, was included as our 2nd tier subsidiary. |
| * | On Febuary 24, 2011, Woori F&I Nineeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On March 14, 2011, Woori F&I Twentieth Asset Securitization Specialty Co., Ltd., a subsidiary of Woori F&I, was included as our 2nd tier subsidiary. Woori F&I Co., Ltd. owns 60% of the equity of Woori F&I Twentieth Asset Securitization Specialty Co., Ltd. |
| * | On March 16, 2011, Woori FG Savings Bank, a 100% owned subsidiary of Woori Finance Holdings, was included as our subsidiary. |
| * | On March 29, 2011, Woori EA Tenth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On May 30, 2011, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries. |
| * | On June 7, 2011, Woori F&I Twenty First Asset Securitization Specialty Co., Ltd. and Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd., each a 100% owned subsidiary of Woori F&I, were included as our 2nd tier subsidiaries. |
| * | On July 22, 2011, Woori Fund Service Co., Ltd., a 100% owned subsidiary of Woori Bank, was included as our 2nd tier subsidiary. |
| * | On August 26, 2011, Brim Asian Credit Fund was dissolved and removed from our list of subsidiaries. |
| * | On September 2, 2011, Woori EA Twelveth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On September 28, 2011, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries. |
| * | On November 2, 2011, Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On November 25, 2011, Woori EA Thirteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On November 29, 2011, Woori EA Fourteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On December 2, 2011, Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On December 28, 2011, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries. |
| * | On March 8, 2012, Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
12
Table of Contents| * | On March 9, 2012, POSCO Woori EIG Global Private Equity Fund, to which Woori Asset Management contributed 0.5% of the capital and serves as its general partner, was included as our 2nd tier subsidiary. |
| * | On March 29, 2012, Woori EA Fifteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On May 16, 2012, Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On May 24, 2012, Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| * | On June 11, 2012, Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2nd tier subsidiary. |
| c. | Consolidated Subsidiaries |
Name of Company | Business Activities |
Total Assets (2011) (unit: in millions of Won) | ||||
Woori Bank | Banking | 237,991,539 | ||||
Kwangju Bank | Banking | 17,683,978 | ||||
Kyongnam Bank | Banking | 25,353,402 | ||||
Woori Investment & Securities | Securities | 20,927,271 | ||||
Woori Asset Management | Collective Investment | 80,020 | ||||
Woori Financial | Other Financial | 3,161,794 | ||||
Woori FIS (former Woori Finance Information System) |
Financial Information Technology | 264,215 | ||||
Woori F&I | Other Financial | 1,159,311 | ||||
Woori Private Equity | Other Financial | 39,188 | ||||
Woori FG Savings Bank | Banking | 603,400 | ||||
Woori Heritage Long Short Private Equity Investment Trust No.1 | Other Financial | 10,114 | ||||
Woori Credit Information |
Debt Collection and Credit Rating | 30,148 | ||||
Woori America Bank | Banking | 1,102,653 | ||||
P.T. Bank Woori Indonesia | Banking | 643,915 | ||||
Woori Global Markets Asia Ltd. | Banking | 189,541 | ||||
Woori Bank (China) Limited | Banking | 2,995,451 | ||||
ZAO Woori Bank | Banking | 350,235 | ||||
Korea BTL Infrastructure Fund | Other Financial | 473,983 | ||||
Woori Fund Service Co., Ltd. | Other Financial | 2,719 | ||||
Kumho Trust 1st Co., Ltd. | Other Financial | 81,289 | ||||
Woori IB Global Bond Co., Ltd | Other Financial | 214,763 | ||||
Connsus Eighth Co., Ltd. | Other Financial | 9 | ||||
Asiana Saigon Co., Ltd. | Other Financial | 52,618 | ||||
An-Dong Raja 1st Co., Ltd. | Other Financial | 13,482 | ||||
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd | Other Financial | 152,270 | ||||
IB Global 1st Inc. | Other Financial | 70,326 | ||||
Real DW Second Co., Ltd. | Other Financial | 121,995 | ||||
Hermes STX Co., Ltd. | Other Financial | 30,690 | ||||
BWL First Co., LLC | Other Financial | 80,078 | ||||
Woori Poongsan Co., Ltd | Other Financial | 34,720 | ||||
Ocean Sand Co., Ltd. | Other Financial | 44,470 | ||||
Heoreum Short-Term 15 th | Other Financial | 57 | ||||
G5 Pro Short-Term 13th | Other Financial | 657 | ||||
G6 First Class Mid-Term E-20 | Other Financial | 1 | ||||
G15 First Class Mid-Term C-1 | Other Financial | 4 | ||||
13
Table of ContentsName of Company | Business Activities |
Total Assets (2011) (unit: in millions of Won) | ||||
D First Class Mid-term C-151 | Other Financial | 3 | ||||
Golden Bridge Sidus FNH Video | Other Financial | 2,868 | ||||
Golden Bridge NHN Online Private Equity Investment | Other Financial | 21,686 | ||||
Woori CS Ocean Bridge 7th | Other Financial | 126 | ||||
Woori Milestone Private Real Estate Fund 1st | Other Financial | 7,292 | ||||
Consus Sakhalin Real Estate Investment Trust 1st | Other Financial | 52,553 | ||||
Woori Partner Plus Private Equity Securities 4th | Other Financial | 400,319 | ||||
Meritz Prime Private Equity Trust No.42(Bond) | Other Financial | 50,919 | ||||
Woori Partner Plus Private Equity Securities 8th | Other Financial | 101,877 | ||||
Woori Partner Plus Equity Securities 9th | Other Financial | 323,100 | ||||
Hanwha Smart Private Equity Trust No. 50 (Bond) | Other Financial | 50,045 | ||||
Samsung Plus Private Equity Investment Trust 20th | Other Financial | - | ||||
KDB Private Equity Securities Investment Trust WB-3rd (Bond) | Other Financial | - | ||||
Shinhan BNP Corporate Private Equity Trust 17th | Other Financial | - | ||||
Woori Partner Plus Private Equity Securities 10th | Other Financial | - | ||||
Yuri WB Private Equity Securities Investment Trust 4th(Bond) | Other Financial | - | ||||
Samsung Plus Private Equity Investment Trust 21st | Other Financial | - | ||||
KDB Private Equity Securities Investment Trust WB-4th (Bond) | Other Financial | - | ||||
Kyobo Axa Tomorrow Private Equity 13th (Bond) | Other Financial | - | ||||
Say Private Equity Securities Investment Trust WB-1 | Other Financial | - | ||||
Hanwha Private Equity Securities Investment Trust 32nd | Other Financial | - | ||||
Eugene Jalang Private Equity Securities Investment Trust 28th | Other Financial | - | ||||
Heungkuk Hiclass 9th | Other Financial | 3,284 | ||||
Woori Frontier Short Term Private Equity Securities Investment Trust 14th(Bond) | Other Financial | - | ||||
Truston Plus Alpha Private Equity Securities Investment Trust 9th(Bond Mixed Type) | Other Financial | - | ||||
Euro Quanto Second Inc. | Other Financial | 52,599 | ||||
Hybrid 1st Specialty Inc. | Other Financial | 314,707 | ||||
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd. | Other Financial | 9,731 | ||||
Consus 6th Co., LLC | Other Financial | 9 | ||||
Hanwha Private Equity Trust 3rd (Bond Mixed Type) | Other Financial | 9,685 | ||||
Tongyang High Plus Securities Investment Trust N-22nd (Bond) | Other Financial | - | ||||
Samsung Partner Plus Private Equity Investment Trust 6th (Bond Mixed Type) | Other Financial | - | ||||
Say New Vesta Private Equity Securities Investment Trust 8th (Bond) | Other Financial | - | ||||
Woori Frontier Private Equity Securities Investment Trust 2nd (Bond) | Other Financial | - | ||||
Hanwha Private Equity Securities Investment Trust 4th (Bond Mixed Type) | Other Financial | - | ||||
KTB Market Alpha Private Equity Securities Investment Trust 30-2(Bond Mixed Type) | Other Financial | - | ||||
Shinhan BNP Corporate Private Equity Investment Trust 19th (Bond Mixed Type) | Other Financial | - | ||||
Mirae Asset Columbus Private Equity Investment Trust 43rd (Bond Mixed Type) | Other Financial | - | ||||
Woori Futures | Futures | 435,503 | ||||
Woori Investment Securities International Ltd. | Securities | 3,775 | ||||
Woori Investment & Securities (HK) Ltd. | Securities | 29,685 | ||||
Woori Investment Securities America | Securities | 8,311 | ||||
MARS First Private Equity Fund | Other Financial | 61,598 | ||||
MARS INS First Private Equity Fund | Other Financial | 2,404 | ||||
MARS Second Private Equity Fund | Other Financial | 224,133 | ||||
Woori Investment Asia Pte. Ltd. | Securities | 49,559 | ||||
Woori Absolute Partners PTE Ltd. | Other Financial | 4,327 | ||||
Woori Absolute Asia Global Opportunity Fund | Other Financial | 54,995 | ||||
LG Investment Holding B.V.(Amsterdam) GG | Other Financial | 32,549 | ||||
Connacht Capital Market Inv. | Other Financial | 24,978 | ||||
Woori Korindo Securities Indonesia | Securities | 32,339 | ||||
Woori CBV Securities Corporation | Securities | 8,746 | ||||
Woori Absolute Return Investment Strategies fund | Other Financial | 35,848 | ||||
Woori Investment Asia Co., Ltd.(Beijing) |
Investment Advisory | 2,486 | ||||
Kofc Woori Growth Champ 2010-3 Private Equity Fund | Other Financial | 77,779 | ||||
Woori Giant First Co., Ltd | Other Financial | 50,013 | ||||
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd | Other Financial | 1,368 | ||||
14
Table of ContentsName of Company | Business Activities |
Total Assets (2011) (unit: in millions of Won) | ||||
G3 Pro Short-term 13 |
Beneficiary Certificates | 91 | ||||
G4 Pro Short-term 13 |
Beneficiary Certificates | 44 | ||||
Twins Subordinated Debt 1st |
Beneficiary Certificates | 3 | ||||
Woori AMC | Other Financial | 21,714 | ||||
Woori F&I Seventh Asset Securitization Specialty Co., Ltd. | Other Financial | 15,428 | ||||
Woori F&I Eighth Asset Securitization Specialty Co., Ltd. | Other Financial | 790 | ||||
Woori SB Tenth Asset Management Co., Ltd. | Other Financial | 29,967 | ||||
Woori F&I Tenth Asset Securitization Specialty Co., Ltd. | Other Financial | 2,173 | ||||
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd. | Other Financial | 2,371 | ||||
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd. | Other Financial | 7,811 | ||||
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd | ||||||
15
Table of Contents| 3. | Capital Structure |
| a. | Changes in Capital |
(units: Won, shares)
Date | Category | Stock Decrease/Increase | ||||||||||||||||
Type | Quantity | Par Value | Issue price | Note | ||||||||||||||
| 2001.3.27 | Establishment | Common | 727,458,609 | 5,000 | 5,000 | - | ||||||||||||
| 2002.5.31 | Exercise B/W | Common | 165,782 | 5,000 | 5,000 | - | ||||||||||||
| 2002.6.12 | Capital increase w/ consideration | Common | 36,000,000 | 5,000 | 6,800 | Capital contribution ratio: 0.0494 | ||||||||||||
| 2002.6.30 | Exercise B/W | Common | 1,416,457 | 5,000 | 5,000 | - | ||||||||||||
| 2002.9.30 | Exercise B/W | Common | 2,769,413 | 5,000 | 5,000 | - | ||||||||||||
| 2002.12.31 | Exercise B/W | Common | 4,536 | 5,000 | 5,000 | - | ||||||||||||
| 2003.3.31 | Exercise B/W | Common | 1,122 | 5,000 | 5,000 | - | ||||||||||||
| 2003.6.30 | Exercise B/W | Common | 7,688,991 | 5,000 | 5,000 | - | ||||||||||||
| 2004.6.18 | Stock Exchange | Common | 8,571,262 | 5,000 | 8,902 | Exchange with Woori Sec shares on a 1-to-0.55 basis | ||||||||||||
| 2004.11.4 | Exercise CB | Common | 666,301 | 5,000 | 5,380 | - | ||||||||||||
| 2004.12.2 | Exercise CB | Common | 7,995,613 | 5,000 | 5,380 | - | ||||||||||||
| 2004.12.21 | Exercise CB | Common | 3,717,472 | 5,000 | 5,380 | - | ||||||||||||
| 2005.2.17 | Exercise CB | Common | 3,481,173 | 5,000 | 5,588 | - | ||||||||||||
| 2005.3.11 | Exercise CB | Common | 5,914,180 | 5,000 | 7,313 | - | ||||||||||||
| 2005.3.11 | Exercise CB | Common | 164,429 | 5,000 | 7,228 | - | ||||||||||||
| b. | Convertible Bonds |
Not applicable
16
Table of Contents| 4. | Total Number of Authorized Shares |
| a. | Total Number of Authorized Shares |
| As of June 30, 2012 | (unit: shares) |
Items | Type | |||||||
| Common Shares | Total | |||||||
Total number of shares authorized | 2,400,000,000 | 2,400,000,000 | ||||||
Total number of issued stock | 806,015,340 | 806,015,340 | ||||||
Treasury stock | 1,999 | 1,999 | ||||||
Free float shares | 806,013,341 | 806,013,341 | ||||||
| b. | Treasury Stock |
| As of June 30, 2012 | (unit: shares) |
Acquisition Method | Type of Stock | Beg. | Acquired | Disposal | Canceled | End | Remarks | |||||||||||
Direct purchase under Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act | Common | |||||||||||||||||
| Preferred | ||||||||||||||||||
Direct purchase other than under Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act |
Common Preferred | 1,999 | 1,999 | |||||||||||||||
Subtotal | Common | 1,999 | 1,999 | |||||||||||||||
| Preferred | ||||||||||||||||||
Indirect acquisition from trust agreement | Common | |||||||||||||||||
| Preferred | ||||||||||||||||||
| 5. | Voting Rights |
| As of June 30, 2012 | (unit: shares) |
Items | Number of stock | Notes | ||||||
Total number of shares | Common Shares | 806,015,340 | ||||||
| Preferred Shares | ||||||||
Stocks without voting rights | Common Shares | |||||||
| Preferred Shares | ||||||||
Stocks with limited voting rights under Korean Securities & Exchange Law | - | 1,999 | ||||||
Stocks with voting rights restored | - | |||||||
Stocks with voting rights | Common Shares | 806,013,341 | ||||||
| Preferred Shares | ||||||||
17
Table of Contents| 6. | Dividend Information |
| a. | Dividend information for the past three years |
Items | 2011(1) | 2010(1) | 2009(2) | |||||||||||||
Par value per share (Won) | 5,000 | 5,000 | 5,000 | |||||||||||||
Net profit (Won in Millions) | 2,136,828 | 1,288,856 | 1,026,024 | |||||||||||||
Earnings per share (Won) | 2,651 | 1,599 | 1,273 | |||||||||||||
Total cash payout (Won in Millions) | 201,503 | 201,503 | 80,601 | |||||||||||||
Total stock dividends (Won in Millions) | ||||||||||||||||
| (1) | Net profit calculated on a consolidated Korean IFRS basis. |
| (2) | Net profit calculated on a non-consolidated basis in accordance with generally accepted accounting principles in Korea ("Korean GAAP"). |
18
Table of Contents| II. | Description of Business |
| 1. | Business Overview |
| a. | Business Overview |
(As of June 30, 2012)
Business Area | Business Scope | Subsidiary | ||
Banking | Lending, deposit taking and credit card business | Woori Bank Kwanju Bank Kyongnam Bank | ||
Financial Investment | Investment banking, investment brokerage and collective investment business | Woori Investment & Securities Woori Asset Management | ||
Insurance | Life insurance business | Woori Aviva Life Insurance | ||
Consumer Finance | Facilities lease financing, installment financing and other lease financing | Woori Financial | ||
| Financial services for the lower-income class | Woori FG Savings Bank | |||
Investment | Acquisition and disposal of non-performing loans and corporate restructuring-related investment business | Woori F&I | ||
| Investment advisory and private equity fund management business | Woori Private Equity | |||
Information Technology Systems | Financial IT system development, sales and maintenance business | Woori FIS | ||
19
Table of Contents| 2. | Overview of Operations |
| a. | Performance of Operations |
As a financial holding company under the Financial Holding Company Act, our main income consists of dividend payments made to us by our subsidiaries. We are not involved in any other operations.
| b. | Financing of Operations |
| (1) | Source of Funds |
(unit: in millions of Won)
Items | 2012 1H | 2011 | 2010 | |||||||||
Shareholders' Equity | 14,662,910 | 14,214,221 | 13,804,170 | |||||||||
Capital | 4,030,077 | 4,030,077 | 4,030,077 | |||||||||
Hybrid Securities | 498,407 | 309,010 | - | |||||||||
Capital Surplus | 109,026 | 109,025 | 109,025 | |||||||||
Retained Earnings | 10,025,415 | 9,766,123 | 9,665,087 | |||||||||
Capital Adjustments | (14 | ) | (14 | ) | (18 | ) | ||||||
Borrowings | 3,816,900 | 3,888,783 | 3,804,738 | |||||||||
Debentures | 3,654,251 | 3,653,968 | 3,654,843 | |||||||||
Bank Borrowings | - | - | - | |||||||||
Commercial Paper | - | - | - | |||||||||
Other Borrowings | - | - | - | |||||||||
Other Liabilities | 162,649 | 234,815 | 149,895 | |||||||||
Total | 18,479,811 | 18,103,004 | 17,608,908 | |||||||||
| * | Separate basis. |
20
Table of Contents| (2) | Use of Funds |
(unit: in millions of Won)
Items | 2012 1H | 2011 | 2010 | |||||||||
Subsidiary Stock | ||||||||||||
| * | Separate basis. |
| ** | In 2011, we established Woori FG Savings Bank as a new wholly-owned subsidiary. The amounts with respect to Woori Investment & Securities, Woori F&I and Woori Private Equity changed due to our participation in the capital increase of each of such subsidiaries in 2011. |
| c. | Transactions related to Commission Fees |
(unit: in millions of Won)
Category | 2012 1H | 2011 | 2010 | |||||||||
Commission Revenue (A) | 30,072 | 65,698 | 35,626 | |||||||||
Commission Expense (B) | 2,118 | 5,971 | 4,209 | |||||||||
Commission Profit (A-B) | 27,954 | 59,727 | 31,417 | |||||||||
| * | Separate basis |
| * | Beginning in the third quarter of 2010, the Company receives brand usage fees, including from its subsidiaries, which are accounted for as commission revenue. |
21
Table of Contents| 3. | Other Information Relevant to Investment Decisions |
| a. | Selected Ratios |
Won-denominated Current Ratio
(unit: in millions of Won)
Items | 2012 1H(1) | 2011(1) | 2010(1) | |||||||||
Current Assets (A) | 371,845 | 33,591 | 65,497 | |||||||||
Current Liabilities (B) | 10,487 | 11,300 | 9,260 | |||||||||
Current Ratio(2) (A/B) | 3,545.75 | % | 297.28 | % | 707.31 | % | ||||||
| (1) | Separate basis. |
| (2) | Current ratio is calculated as the ratio of (i) Won-denominated assets with maturity of less than 1 month and (ii) Won-denominated liabilities with maturity of less than 1 month. |
Debt Ratio
(unit: in millions of Won)
Items | 2012 1H | 2011 | 2010 | |||||||||
Liabilities (A) | 3,816,900 | 3,888,783 | 3,804,738 | |||||||||
Equity (B) | 14,662,910 | 14,214,221 | 13,804,170 | |||||||||
Debt Ratio (A/B) | 26.03 | % | 27.36 | % | 27.56 | % | ||||||
| * | Separate basis. |
BIS Ratio
(unit: in millions of Won)
Items | 2012 1H (1) | 2011 (1) | 2010(2) | |||||||||
Total Capital (A) | 26,476,658 | 25,668,548 | 24,839,544 | |||||||||
Risk weighted assets (B) | 209,926,521 | 208,069,221 | 198,250,944 | |||||||||
BIS Ratio (A/B) | 12.61 | % | 12.34 | % | 12.53 | % | ||||||
| (1) | Consolidated basis; based on Korean IFRS. |
| (2) | Consolidated basis; based on Korean GAAP. |
22
Table of Contents| b. | Credit Ratings for the Past Three Years |
Date of Rating |
23
Table of Contents| c. | 30 Largest Exposures by Borrower |
(As of June 30, 2012) | (unit: in hundred millions of Won) |
Name | Total Credit Exposure | Securities | Total Exposure | |||||||||
Korea Finance Corporation | - | 26,641 | 26,641 | |||||||||
Korea Land & Housing Corporation | 89 | 25,604 | 25,693 | |||||||||
Korea Deposit Insurance Corporation | 17,525 | 7,219 | 24,744 | |||||||||
Korea Housing Finance Corporation | - | 14,408 | 14,408 | |||||||||
Korea Development Bank | - | 12,342 | 12,342 | |||||||||
Hyundai Heavy Industries | 7,043 | 4,169 | 11,213 | |||||||||
Samsung Electronics | ||||||||||||
| * | Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank. |
| * | Excluding securities issued or guaranteed by the Government or the Bank of Korea |
24
Table of Contents| d. | 20 Largest Loan Exposures Classified as Sub-Standard or Below by Borrower |
(As of June 30, 2012) | (unit: in hundred millions of Won) |
Name | Industry | Total Exposure |
Sub-standard or below | Loan Loss Reserve | ||||||||||
A | Manufacturing | 1,682 | 1,682 | 465 | ||||||||||
B | Construction | 1,555 | 1,555 | 1,010 | ||||||||||
C | Manufacturing | 1,370 | 1,367 | 321 | ||||||||||
D | Construction | 831 | 831 | 314 | ||||||||||
E | Real Estate & Leasing | 750 | 750 | 204 | ||||||||||
F | Manufacturing | 740 | 740 | 740 | ||||||||||
G | Construction | 650 | 650 | 452 | ||||||||||
H | Other (Sports Facilities) | 647 | 647 | 647 | ||||||||||
I | Manufacturing | 639 | 639 | 154 | ||||||||||
J | Real Estate & Leasing | 602 | 602 | 408 | ||||||||||
K | Real Estate & Leasing | 600 | 600 | 1 | ||||||||||
L | Manufacturing | 586 | 586 | 37 | ||||||||||
M | Manufacturing | 2,581 | 584 | 584 | ||||||||||
N | Construction | 507 | 507 | 323 | ||||||||||
O | Finance & Insurance | 486 | 486 | 122 | ||||||||||
P | Wholesale and Retail Trade | 469 | 469 | 61 | ||||||||||
Q | Manufacturing | 663 | 451 | 457 | ||||||||||
R | Manufacturing | 483 | 443 | 177 | ||||||||||
S | Construction | 932 | 436 | 318 | ||||||||||
T | Manufacturing | 494 | 378 | 173 | ||||||||||
Total | 17,267 | 14,403 | 6,967 | |||||||||||
| * | Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank. |
| e. | Recent Developments |
In March 2011, in order to actively target the increasing market for financial services for the lower-income class and diversify its business portfolio, Woori Finance Holdings established a new subsidiary, Woori FG Savings Bank Co., Ltd., which purchased certain assets and assumed certain liabilities of Samhwa Mutual Savings Bank.
On May 6, 2012, Woori FG Savings Bank made a bid for the acquisition of certain assets and the assumption of certain liabilities of Solomon Savings Bank (whose operations had been suspended) in order to expand its growth base. On July 24, 2012, Woori FG Savings Bank was selected as the preferred bidder.
25
Table of ContentsWoori Financial Holdings aims to build a competitive savings bank through the creation of synergy between its subsidiaries and the reduction of non-performing assets. Woori FG Savings Bank will promote the Korean government's policy to vitalize the financial services industry for the lower-income class by providing stable and reliable financial services.
III. Financial Information
| 1. | Condensed Financial Statements (Separate) |
(unit: in millions of Won, except per share amounts)
| (1) | As of the Korean IFRS conversion date. |
26
Table of Contents| 2. | Condensed Financial Statements (Consolidated) |
(unit: in millions of Won)
Items | 2012 1H | 2011 | 2010 | 2009(1) | ||||||||||||
Cash and Cash Equivalents | 5,480,860 | 6,417,123 | 4,871,109 | 5,805,996 | ||||||||||||
27
Table of ContentsOperating Income | 1,328,148 | 3,160,673 | 2,068,869 | |||||||||
Net Interest Income | 3,699,430 | 7,262,045 | 6,423,145 | |||||||||
Interest Income | 7,656,801 | 15,044,846 | 14,057,227 | |||||||||
Interest Expense | 3,957,371 | 7,782,801 | 7,634,082 | |||||||||
Net fees and commissions income | 521,498 | 1,195,492 | 1,115,774 | |||||||||
Fees and Commissions Income | 835,459 | 1,774,434 | 1,688,039 | |||||||||
Fees and Commissions Expense | 313,961 | 578,942 | 572,265 | |||||||||
Dividends | 109,862 | 203,005 | 200,780 | |||||||||
Gain on Financial Instruments at Fair Value through Profit or Loss | (23,742 | ) | 119,403 | 39,074 | ||||||||
Gain on Available-for-Sale Financial Assets | 541,937 | 1,072,877 | 1,073,469 | |||||||||
Gain on Held-to-Maturity Financial Assets | 0 | 82 | 21 | |||||||||
Impairment Losses for Loans, Other Receivables, Guarantees and Unused Commitments |
| (1) | As of the Korean IFRS conversion date. |
28
Table of Contents| IV. | Independent Auditor's Opinion |
| 1. | Independent Auditor's Opinion |
| 2012 1H | 2011 1H | 2011 | 2010 | |||||
Auditor | Deloitte Anjin LLC | Deloitte Anjin LLC | Deloitte Anjin LLC | Deloitte Anjin LLC | ||||
Auditor's Opinion | (1) | (1) | Unqualified Opinion | Unqualified Opinion |
| (1) | In its review report attached to this report, Deloitte Anjin LLC has stated that nothing has come to their attention that causes them to believe that the accompanying consolidated and separate financial statements of the Company as of December 31, 2011 and June 30, 2012 and for the six months ended June 30, 2011 and 2012 do not present fairly in all material respects, in accordance with Korean IFRS. |
| 2. | Compensation to the Independent Auditor for the Past Three Years |
| a. | Auditing Service |
(units: in millions of Won, hours)
| (1) | On an annual basis. |
| b. | Compensation for Services Other than the Audit |
(unit: in millions of Won)
Year | Contract Date | Activity | Period | Comp. | Note | |||||||||||
2012 1H | 201204.30 | PCAOB and SOX Auditing Corporate tax reconciliation |
2012.07~2013.04 2012.07~2012.08 2013.02~2013.03 |
1,358 35 | - | |||||||||||
2011 |
2011.06.27 2011.04.30 | PCAOB and SOX Auditing Corporate tax reconciliation |
2011.07~2012.04 2011.07~2011.08 2012.02~2012.03 |
1,266 35 | - | |||||||||||
2010 |
2011.03.07 2010.04.30 | US GAAP and SOX Auditing Corporate tax reconciliation (Consolidated tax return advice) |
2010.12~2011.05 2010.07~2010.08 2011.02~2011.03 |
2,306 72 | - | |||||||||||
29
Table of Contents| V. | Corporate Governance and Affiliated Companies |
| 1. | About the Board of Directors |
| a. | Composition of our board of directors |
After the general shareholders' meeting on March 30, 2012
Name | Career & Academic Background |
Relationship with Largest Shareholder | Notes | |||
Pal Seung Lee (Standing Director) | - Current) Chairman and chief executive officer of Woori Finance Holdings - Chief executive officer, Woori Securities - Executive managing director, Hanil Bank - Bachelor of Law, Korea University | None | Chairman of the board | |||
Yong-Man Rhee (Non - Standing Director) | - Current) Committee Member, National Elders Committee - Governor, Bank Supervisory Service - Minister, Ministry of Finance and Economy - Graduate School of Public Administration, Korea University | None | New appointment | |||
Min-Joon Bang (Non- standing Director) | - Vice President, New Daily - Arbitration Commissioner of Press Arbitration Commission - Head of Editorial Desk, Korea Times - Bachelor of Arts (Korean Language and Literature), Seoul National University | None | Fourth consecutive term | |||
Hi-Taek Shin (Non- standing Director) | - Current) Professor of College of Law, Seoul National University - Lawyer, Kim & Chang Law Firm - Bachelor of Law, Seoul National University - Master of Law, Seoul National University - J.S.D, Yale Law School | None | Fourth consecutive term | |||
Doo-Hee Lee (Non- standing Director) | - Current) Professor of College of Business Administration, Korea University - President, Korea Advertising Society - Bachelor of Business Administration, Korea University - Ph.D. in Business Administration, Michigan State University | None | Third consecutive term | |||
Hun Lee (Non- standing Director) | - Current) Co-Head, The Lawyers for Citizens - Lawyer, Barun Law - Bachelor of Law, Chung-Ang University | None | Third consecutive term | |||
Hyung-Goo Lee (Non- standing Director) | - Current) Director, Savings Bank Support Department, Korea Deposit Insurance Corporation - Employed at Cho-Hung Bank - Bachelor of Law, Daegu University |
Employee of the largest shareholder | New appointment | |||
John Ji Whan Park (Non- standing Director) | - Current) Representative Director, Asia Evolution - Director, AT&T Network System - Director, Goldman Sachs - Bachelor of Arts (Economics), Brown University - Master of Business Administration, Harvard University | None | New appointment | |||
30
Table of Contents| b. | Committees under the Board of Directors |
We currently have the following management committees serving under the board of directors:
| (a) | Management Committee |
| (b) | Business Development and Compensation Committee |
| (c) | Risk Management Committee |
| (d) | Standing Directors Committee |
| (e) | Ethics Committee |
| (f) | Outside Directors Recommendation Committee |
| (g) | MOU Evaluation Committee |
| (h) | Audit Committee |
| (i) | Audit Committee Member Candidate Recommendation Committee |
After the general shareholders' meeting on March 30, 2012
Name | Position | Notes | ||
Management Committee | Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee | Chairman and CEO Pal Seung Lee heads this committee consisting of the heads of the sub-committees. | ||
Business Development and Compensation Committee | Yong-Man Rhee Min-Joon Bang Doo-Hee Lee John Ji Whan Park | Non-standing director Yong-Man Rhee heads this committee consisting of no fewer than three non-standing directors. | ||
Risk Management Committee | Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park | Chairman and CEO Pal Seung Lee heads this committee. The committee consists of the Chairman and CEO, inside director in charge of finance and no fewer than three non-standing directors. | ||
Standing Directors Committee | Pal Seung Lee | Chairman and CEO Pal Seung Lee heads the committee consisting of all executive directors. | ||
Ethics Committee | Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park | Non-standing director Min-Joon Bang heads this committee consisting of all executive directors and no fewer than two non-standing directors. | ||
Outside Directors Recommendation Committee | Pal Seung Lee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park | Non-standing director Doo-Hee Lee heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors. | ||
MOU Evaluation Committee | Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park | Chairman and CEO Pal Seung Lee heads this committee consisting of the entire board of directors. | ||
Audit Committee | Yong-Man Rhee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee | Consists of no fewer than 3 directors and one financial expert, at least two-thirds of whom are non-standing directors | ||
Audit Committee Member Candidate Recommendation Committee | Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park | Non-standing director Doo-Hee Lee heads this committee consisting of all non-standing directors. | ||
31
Table of Contents| 2. | Related Companies |
32
Table of Contents| 3. | Investments in Other Companies |
As of June 30, 2012 | (units: thousands of shares, millions of Won, %) | |||
Name | Beginning Balance | Changes | Ending Balance | Total Assets
as of the Recent |
Net Income for the Most Recent Fiscal Year | |||||||||||||||||||||||||||||||||||||||
| Quantity | Share |
Book value | Quantity | Cost |
Valuation Gain/Loss | Quantity | Share |
Book value |
Fiscal Year | |||||||||||||||||||||||||||||||||||
Woori Bank | 765,957 | 100.0 | 13,621,824 | - | - | - | 765,957 | 100.0 | 13,621,824 | 242,472,162 | 2,068,544 | |||||||||||||||||||||||||||||||||
Kwangju Bank | 49,414 | 100.0 | 976,291 | - | - | - | 49,414 | 100.0 | 976,291 | 18,030,369 | 136,328 | |||||||||||||||||||||||||||||||||
Kyongnam Bank | 58,050 | 100.0 | 1,443,662 | - | - | - | 58,050 | 100.0 | 1,443,662 | 28,585,596 | 195,647 | |||||||||||||||||||||||||||||||||
Woori FIS (formerly Woori Finance Information System) | 900 | 100.0 | 15,013 | - | - | - | 900 | 100.0 | 15,013 | 264,215 | (3,480 | ) | ||||||||||||||||||||||||||||||||
Woori F&I | 14,000 | 100.0 | 206,563 | - | - | - | 14,000 | 100.0 | 206,563 | 1,371,031 | 43,145 | |||||||||||||||||||||||||||||||||
Woori Investment & Securities | 75,426 | 37.9 | 1,036,749 | - | - | - | 75,426 | 37.9 | 1,036,749 | 22,984,987 | 166,077 | |||||||||||||||||||||||||||||||||
Woori Asset Management | 6,662 | 100.0 | 67,456 | - | - | - | 6,662 | 100.0 | 67,456 | 77,665 | 798 | |||||||||||||||||||||||||||||||||
Woori Private Equity | 6,000 | 100.0 | 34,246 | - | - | - | 6,000 | 100.0 | 34,246 | 1,575,969 | 650 | |||||||||||||||||||||||||||||||||
Woori Financial | 8,909 | 52.5 | 207,346 | - | - | - | 8,909 | 52.5 | 207,346 | 3,161,794 | 51,702 | |||||||||||||||||||||||||||||||||
Woori Aviva Life Insurance | 7,601 | 51.6 | 106,053 | - | - | - | 7,601 | 51.6 | 106,053 | 3,361,259 | 5,224 | |||||||||||||||||||||||||||||||||
Woori FG Savings Bank | 6,320 | 100.0 | 110,000 | - | - | - | 6,320 | 100.0 | 110,000 | 716,501 | 398 | |||||||||||||||||||||||||||||||||
Total | 999,239 | 17,825,203 | - | - | - | 999,239 | 17,825,203 | 322,601,548 | 2,665,033 | |||||||||||||||||||||||||||||||||||
| 1. | The changes in quantity and cost are calculated based on increases and decreases due to acquisition (or disposal) and valuation gain or loss under the acquisition cost method. |
| 2. | The figures for the total assets and the net income for the most recent fiscal year are generally calculated on a consolidated basis in accordance with Korean IFRS. |
| 3. | The figure above for the net income of Woori FG Savings Bank is for the fiscal year ended June 30, 2011, calculated on a non-consolidated basis in accordance with Korean GAAP. |
| 4. | Shareholdings in Woori Financial and Woori FIS increased to 11,181 shares and 4,900 shares, respectively, in July 2012 following share capital increases by such companies. |
33
Table of Contents| VI. | Stock Information |
| 1. | Stock Distribution |
| a. | Stock Information of the Largest Shareholder and Specially Related Parties |
| As of June 30, 2012 | (units: shares, %) |
Name | Shares Held |
Reasons Behind Change | ||||||||||||||||||||||||||||||
| Beginning balance | Ending balance | |||||||||||||||||||||||||||||||
| Relation | Type | Stock | Share | (+) | (-) | Stock | Share | |||||||||||||||||||||||||
KDIC | Largest S/H | Common | 459,198,609 | 56.97 | - | - | 459,198,609 | 56.97 | ||||||||||||||||||||||||
Total | Common | 459,198,609 | 56.97 | - | - | 459,198,609 | 56.97 | |||||||||||||||||||||||||
| Others | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Total | 459,198,609 | 56,97 | - | - | 459,198,609 | 56.97 | ||||||||||||||||||||||||||
Largest Shareholder: KDIC
| b. | Share Ownership of More Than 5% |
| As of June 30, 2012 | (units: shares, %) |
No. | Name | Common Stock | Preferred Stock | Total | ||||||||||||||||||||||||
| No. of shares | % | No. of shares | % | No. of shares | ||||||||||||||||||||||||
34
Table of Contents| 2. | Stock Price and Stock Market Performance for the Past Six Months |
| a. | Domestic Stock Market |
(units: Won, shares)
| b. | Foreign Stock Market (NYSE) |
(units: US Dollars, ADRs)
Period | January 2012 | February 2012 | March 2012 | April 2012 | May 2012 | June 2012 | ||||||||||||||||||||
ADR | High | 29.75 | 33.82 | 36.14 | 36.18 | 33.04 | 33.25 | |||||||||||||||||||
| Low | 23.92 | 29.51 | 30.80 | 31.34 | 25.47 | 27.13 | ||||||||||||||||||||
| Average | 26.86 | 32.37 | 33.84 | 33.07 | 29.73 | 30.33 | ||||||||||||||||||||
Won Con-version | High | 33,469 | 37,919 | 40,636 | 41,035 | 37,524 | 38,364 | |||||||||||||||||||
| Low | 27,709 | 33,222 | 34,505 | 35,546 | 29,627 | 32,022 | ||||||||||||||||||||
| Average | 30,782 | 36,367 | 38,106 | 37,549 | 34,314 | 35,349 | ||||||||||||||||||||
Monthly Trade Volume | High | 30,900 | 16,100 | 141,500 | 54,500 | 82,400 | 200,800 | |||||||||||||||||||
| Low | 3,300 | 2,000 | 2,200 | 3,300 | 4,400 | 3,900 | ||||||||||||||||||||
|
Monthly Total | 238,900 | 150,800 | 619,800 | 292,300 | 360,900 | 534,500 | ||||||||||||||||||||
35
Table of Contents| VII. | Directors and Employee Information |
| 1. | Directors |
As of June 30, 2012
Position | Name | Common Stock Owned | Expiration of Term | |||||
Chairman and CEO | Registered | Pal Seung Lee | ||||||
| 2. | Employee Status |
| As of June 30, 2012 | (units: persons, thousands of Won) |
| 3. | Directors' Compensation |
(unit: in millions of Won)
Items | Total Compensation | Number of Person |
Average Compendation Per employee | Note | ||||||||||
Standing Director | 300 | 1 | 300 | |||||||||||
Non-standing Directors (excluding audit committee member) | 42 | 2 | 21 | |||||||||||
Audit Committee Members | 84 | 5 | 21 |
No compensation was provided for one of the members of the Audit Committee | ||||||||||
| * | Cumulative basis from January 1 to June 30, 2012. |
36
Table of Contents| VIII. | Related Party Transactions |
| 1. | Transactions with Affiliated Parties |
| a. | Transactions of Provisional Payments and Loans (including secured loans) |
(unit: in millions of Won)
Name | Relation | Item | Changes | Notes | ||||||||||||||||||||||
| Beg. | + | - | End | |||||||||||||||||||||||
Woori Financial | Subsidiary | Other Loan | 1,000 | - | - | 1,000 | ||||||||||||||||||||
Total | 1,000 | - | - | 1,000 | ||||||||||||||||||||||
| b. | Payment Transactions |
(unit: shares)
Name | Relation | Capital Contribution and Share Disposal | ||||||||||||||||||||||||
| Types of Shares | Transactions | Notes | ||||||||||||||||||||||||
| Beginning | Increase | Decrease | Ending | |||||||||||||||||||||||
Woori Bank | Subsidiary | Common stock | 695,956,580 | - | - | 695,956,580 | ||||||||||||||||||||
| Preferred Stock | 70,000,000 | - | - | 70,000,000 | ||||||||||||||||||||||
Kwangju Bank | Subsidiary | Common stock | 49,413,851 | - | - | 49,413,851 | ||||||||||||||||||||
Kyongnam Bank | Subsidiary | Common stock | 58,050,037 | - | - | 58,050,037 | ||||||||||||||||||||
Woori FIS (formerly Woori Finance Information System) | Subsidiary | Common Stock | 900,000 | - | - | 900,000 | ||||||||||||||||||||
Woori F&I | Subsidiary | Common Stock | 14,000,000 | - | - | 14,000,000 | ||||||||||||||||||||
Woori Investment & Securities | Subsidiary | Common Stock | 75,426,214 | - | - | 75,426,214 | ||||||||||||||||||||
Woori Asset Management | Subsidiary | Common Stock | 6,662,000 | - | - | 6,662,000 | ||||||||||||||||||||
Woori Private Equity | Subsidiary | Common Stock | 6,000,000 | - | - | 6,000,000 | ||||||||||||||||||||
Woori Financial | Subsidiary | Common Stock | 8,909,439 | - | - | 8,909,439 | ||||||||||||||||||||
Woori Aviva Life Insurance | Subsidiary | Common Stock | 7,601,091 | - | - | 7,601,091 | ||||||||||||||||||||
Woori FG Savings Bank | Subsidiary | Common Stock | 6,320,000 | - | - | 6,320,000 | ||||||||||||||||||||
Total | 999,239,212 | - | - | 999,239,212 | ||||||||||||||||||||||
Shareholdings in Woori Financial and Woori FIS increased to 11,181 shares and 4,900 shares, respectively, in July 2012 following share capital increases by such companies.
37
Table of ContentsSIGNATURES
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 Finance Holdings Co., Ltd. | ||||||
| (Registrant) | ||||||
| Date: August 29, 2012 | By: | /s/ Woo Seok Seong | ||||
| (Signature) | ||||||
| Name: Woo Seok Seong | ||||||
| Title: General Manager | ||||||
38
|
distributed by
|
