KT CORP 6-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2008
Commission File Number 1-14926
(Translation of registrants name into English)
(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:
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether 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.
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Notice of the
Extraordinary General Meeting of
Notice of the Extraordinary General Meeting of Shareholders
December 12, 2008
To our Shareholders,
KT will hold an Extraordinary General Meeting of Shareholders on January 14, 2008 as described below.
At the Extraordinary General Meeting, Auditors Report will be reported, and four items will be resolved, including the election of the President.
Shareholders holding KTs common shares as of November 24, 2008 will be entitled to vote at the Extraordinary General Meeting of Shareholders.
I look forward to your participation.
Jeong Soo Suh
Acting President and Chief Executive Officer
Agenda Item No. 1
Approval of Amendment of the Articles of Incorporation
Pursuant to Article 433 of the Korean Commercial Code (Method of Amendment of Articles of Incorporation), approval of the following Amendment of the Articles of Incorporation is hereby requested.
Pursuant to Article 433 of the Korean Commercial Code, amendments of the Articles of Incorporation are subject to a resolution at the General Meeting of Shareholders.
The reason and the proposal of the amendment are as follows:
A competitive business environment where many companies are entering the telecommunications, broadcast and media businesses, easing the current restrictive President qualification requirements allows for a wider pool of candidates with experience and competence to be employed by KT. The qualification requirements for the Independent and Non-executive Directors will be sustained.
Agenda Item No. 2
Election of President
Pursuant to Article 25 (Election of the President and Directors) of the Articles of Incorporation of KT, approval of the election of the President is hereby requested.
According to KTs Articles of Incorporation, the President shall be elected by a resolution at the General Meeting of Shareholders based on the nomination by the President Candidate Nominating Committee.
According to Article 32 of KTs Articles of Incorporation, The President Candidate Nominating Committee should consist of all the Independent and Non-Executive Directors, one (1) former President of KT designated by the Board of Directors (Mr. Hae Wook Lee), and one (1) non-government civilian who is designated as a member by the Independent and Non-Executive Directors only (Mr. Jin Hyun Kim, Chairman of the Research Advisory Committee at Korea International Trade Association).
The President Candidate Nominating Committee took the following criteria into consideration to nominate the President Candidate.
As a result, the President Candidate Nominating Committee nominated Mr. Suk-Chae Lee as the President Candidate on December 9, 2008 citing his strong initiative and drive, essential qualities to innovate and realize KTs vision, his expertise in the fields of IT and telecommunications as a former Minister of Information and Communication, as well as his experience as Outside Director of various renowned companies.
Mr. Lees biography is as follows.
Agenda Item No. 3
Election of Independent and Non-Executive Directors for Audit Committee
Pursuant to the Article 415-2 of Korean Commercial Code (Audit Committee) and Article 191-17 of Securities Exchange Act of Korea (Audit Committee), election of the members of the Audit Committee is hereby requested.
KTs Audit Committee consists of three or more independent and non-executive directors.
At the Extraordinary General Meeting of Shareholders, three new members of the Audit Committee will be elected.
KTs Independent and Non-Executive Director Nominating Committee recommended Si-Chin Kang, In-Man Song and Joon Park to be introduced as new members of the Audit Committee.
Biographies of the candidates are as follows:
<Agenda Item No. 3-1> Si-Chin Kang
<Agenda Item No. 3-2> In-Man Song
<Agenda Item No. 3-3> Joon Park
ø Comparison of BOD Composition
ø Biographies of Current Directors
- Dean of School of Humanities and Social Sciences, KAIST
- Visiting Scholar, Program in Science, Technology, and Society, MIT
- Foreign Research Fellow, Institute of Social Science, Tokyo University
- Advisor, Korea IT Industry Promotion Agency
- Member of Examination and Evaluation Committee, Ministry of Information and Communication
- Member of Public Funds Management Evaluation Body, Ministry of Planning and Budget
- Kookmin Bank, Senior Executive Vice President & Head of Retail Banking Group
- Visiting Professor , Sungkyunkwan University
- Commissioner and Director, Bank International Indonesia
- Director, Center for Financial Law, Seoul National University
- Instructor, Duke Law School
- Visiting Professor, Harvard Law School
- Chief Executive Officer Nongshim Kellogg Co.
- Head of Hershey Foods Corporation Korea
- Consultant, McKinsey&Co.
- Teaching Assistant, Massachusetts Institute of Technology
- Associate Professor, University of Iowa
- Expert Consultant, Kidder Peabody Research
Approval of Employment Contract for the President
Pursuant to Article 33 (Election of President) and Article 34 (Execution of Employment Contract with the Candidate for President) of Articles of Incorporation of KT, approval of the employment contract to be executed by the newly elected President is hereby requested.
Pursuant to Article 33 of KTs Articles of Incorporation, President Candidate Nominating Committee shall submit a draft employment contract at the General Meeting of Shareholders for approval.
The employment contract includes mainly the provisions on his or her duty as the President, the goals to be accomplished by the President during his or her tenure, evaluation process on his or her performance, and remuneration and incentive payments.
When the draft employment contract is approved at the General Meeting of Shareholders, KT shall enter into such employment contract with the President.
The draft employment contract is as follows:
Employment Contract for the President
Article 1. Purpose of the Agreement
The purpose of this Agreement is to set forth the Presidents authority, responsibilities and other necessary terms and conditions in connection with the election of as the President (President) of KT Corporation (Company).
Article 2. Term of Office of the President
The term of office of the President shall be for three years starting from the effective date of the election of the President at the General Meeting of Shareholders. However, pursuant to Article 383-3 of the Commercial Code and Article 27-1 of KTs Articles of Incorporation when the term of office expires before the closing date of the Ordinary General Meeting of Shareholders in the last fiscal year of such term, the term of office shall be extended to the closing date of such General Meeting.
Article 3. Duties and Responsibilities of the President
Article 4. Obligations of the President
Article 5. Management Goals
Article 6. Evaluation
Article 7. Remuneration
Article 8. Base Salary
Article 9. Short-term Incentive Payment
Article 10. Long-term Incentive Payment
Article 11. Adjustment after the Incentive Payment
In the event that the score of evaluation is modified due to an error in the evaluation or other causes after the incentive payment is made to the President, the amount of incentive shall be newly calculated in conformity with the modified result, and such
adjusted amount shall be taken into consideration when setting the incentive payment payable for the following year. However, if the President resigns or is dismissed, immediate payment of any amount due or return of any excessive amount shall be made.
Article 12. Severance Payment
The severance payment shall be paid in accordance with the regulations on the payment of severance payment to officers.
Article 13. Taxes and Public Imposts
All remuneration payable to the President shall be paid after withholding all relevant taxes and public imposts therefrom in accordance with the applicable laws and regulations.
Article 14. Dismissal, etc. of the President
Article 15. Ownership of the Rights
The Presidents right to any and all intellectual property developed independently by himself or jointly with others during the term of office (including know-how and managerial ideas) shall be exclusively held by the Company, and the President shall carry out the procedures necessary for registration of such intellectual property rights in the name of the Company.
Article 16. Interpretation of the Agreement and Supervision of Performance
Article 17. Amendment of the Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate, with one copy to be retained by each party.
January , 2009
The record date for exercising voting rights at the Extraordinary General Meeting of Shareholders is November 24, 2008. As of the record date, the number of KTs total shares issued was 273,535,700 shares and the number of common shares entitled to exercise voting rights (excluding treasury shares and shares held by an affiliate company) was 202,032,042 shares.
Pursuant to the provisions of the Korean Commercial Code, Agenda Items 2, 3 and 4 shall be passed by a majority of the votes cast by the shareholders present at the meeting and at least one-fourth of the total shares that are entitled to vote.
Agenda Item 1 shall be passed by at least two-thirds of the votes cast by the shareholders present at the meeting and at least one-third of total shares entitled to vote.
Article 409 of the Korean Commercial Code stipulates that any shareholder who holds more than 3% of the total issued shares with voting rights may not exercise his or her vote in respect of such excess shares beyond the 3% limit when exercising voting rights with respect to election of the members of the audit committee. Please note that the shareholders who own more than 3% of KTs voting shares (equivalent to 6,060,961 shares) are not entitled to any voting rights exceeding the 3% limit.
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.