SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule13a-16 or15d-16
of the Securities Exchange Act of 1934
For the Month of March 2020
KOREA ELECTRIC POWER CORPORATION
(Translation of registrant’s name into English)
55Jeollyeok-ro,Naju-si, Jeollanam-do, 58322, Korea
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b):82-_______.
Korea Electric Power Corporation (“KEPCO”) hereby calls the annual ordinary general meeting of shareholders (“AGM”) and seeks the attendance of its shareholders.
The following is an English translation of the notice given to the shareholders in connection with the AGM:
To: Shareholders
From: JongKap Kim, President & CEO of KEPCO
We hereby call the fiscal year 2019 AGM pursuant to Article 18 of the Articles of Incorporation of Korea Electric Power Corporation as follows and seek your attendance. Pursuant to Article542-4 of the Commercial Act, this notice shall be in lieu of notices to be given to the shareholders.
1. | Date / Time: March 27, 2020 / 11:00 a.m. (Seoul Time) |
2. | Location: 55Jeollyeok-ro,Naju-si, Jeollanam-do, 58322 |
Korea Electric Power Corporation
3. | Items to be Reported: |
• | Audit report |
• | Management report on KEPCO’s operation |
• | Operation report on internal accounting control system |
4. | Agenda for Shareholder Approval: |
1) | Approval of financial statements for the fiscal year 2019 |
2) | Approval of the ceiling amount of remuneration for directors in 2020 |
3) | Approval of amendments to the Articles of Incorporation of KEPCO |
Details on the proposed agenda for the AGM are attached.
* | KEPCO will hold its AGM on March 27, 2020, which is one of what is known in Korea as “Super AGM Days” on account of the fact that many publicly traded companies in Korea hold their AGMs toward the end of March. The Financial Services Commission of Korea (the “FSC”) encourages publicly traded companies in Korea to hold their AGMs on a day other than a Super AGM Day in order to facilitate shareholder attendance at AGMs, and under the FSC guidelines KEPCO is required to publicly disclose why it will hold its AGM on a Super AGM Day. It is necessary for KEPCO to hold this year’s AGM on a Super AGM Day mainly due to scheduling concerns related to the finalization of its consolidated financial statements, external auditor’s audit as well as management’s impending needs to approve major business and operational decisions. |
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.
By: | /s/ Kim, Byung-in | |
Name: | Kim, Byung-in | |
Title: | Vice President |
Date: March 12, 2020
Attachment
Agenda 1. Approval of Financial Statements for the Fiscal Year 2019
KEPCO seeks to obtain approval for its consolidated financial statements, separate financial statements and accompanying documents for the fiscal year 2019, pursuant to Article 449 of the Commercial Act, Article 43 of the Act on the Management of Public Institutions and Article 50 of the Articles of Incorporation of KEPCO.
Disclaimer: The financial statements for the fiscal year 2019 as presented below is in accordance with the International Financial Reporting Standard adopted in Korea(K-IFRS), and are subject to shareholders’ approval.
KOREA ELECTRIC POWER CORPORATION
AND ITS SUBSIDIARIES
Consolidated Financial Statements
December 31, 2019
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Financial Position
As of December 31, 2019 and 2018
In millions of won | 2019 | 2018 | ||||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 1,810,129 | 1,358,345 | ||||||||||
Current financial assets, net | 1,586,509 | 2,359,895 | ||||||||||
Trade and other receivables, net | 7,701,452 | 7,793,592 | ||||||||||
Inventories, net | 7,050,700 | 7,188,253 | ||||||||||
Income tax refund receivables | 99,718 | 143,214 | ||||||||||
Currentnon-financial assets | 1,206,377 | 878,888 | ||||||||||
Assetsheld-for-sale | 28,116 | 22,881 | ||||||||||
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|
|
| |||||||||
Total current assets | 19,483,001 | 19,745,068 | ||||||||||
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| |||||||||
Non-current assets | ||||||||||||
Non-current financial assets, net | 2,563,498 | 2,113,613 | ||||||||||
Non-current trade and other receivables, net | 2,002,297 | 1,819,845 | ||||||||||
Property, plant and equipment, net | 164,701,827 | 152,743,194 | ||||||||||
Investment properties, net | 158,580 | 159,559 | ||||||||||
Goodwill | 97,977 | 2,582 | ||||||||||
Intangible assets other than goodwill, net | 1,069,976 | 1,225,942 | ||||||||||
Investments in associates | 4,251,802 | 4,064,820 | ||||||||||
Investments in joint ventures | 1,663,029 | 1,813,525 | ||||||||||
Defined benefit assets, net | 1,047 | |||||||||||
Deferred tax assets | 1,437,829 | 1,233,761 | ||||||||||
Non-currentnon-financial assets | 166,929 | 327,152 | ||||||||||
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|
|
| |||||||||
Totalnon-current assets | 178,114,791 | 165,503,993 | ||||||||||
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| |||||||||
Total Assets | 197,597,792 | 185,249,061 | ||||||||||
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(Continued)
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Financial Position, Continued
As of December 31, 2019 and 2018
In millions of won | 2019 | 2018 | ||||||||||
Liabilities | ||||||||||||
Current liabilities | ||||||||||||
Trade and other payables, net | 6,649,402 | 6,405,395 | ||||||||||
Current financial liabilities, net | 8,930,903 | 7,981,879 | ||||||||||
Income tax payables | 358,277 | 285,420 | ||||||||||
Currentnon-financial liabilities | 5,688,353 | 5,574,041 | ||||||||||
Current provisions | 2,604,721 | 1,594,798 | ||||||||||
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|
| |||||||||
Total current liabilities | 24,231,656 | 21,841,533 | ||||||||||
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| |||||||||
Non-current liabilities | ||||||||||||
Non-current trade and other payables, net | 6,965,760 | 2,941,696 | ||||||||||
Non-current financial liabilities, net | 59,115,598 | 53,364,911 | ||||||||||
Non-currentnon-financial liabilities | 8,834,452 | 8,160,033 | ||||||||||
Employee benefits liabilities, net | 1,929,854 | 1,645,069 | ||||||||||
Deferred tax liabilities | 8,564,775 | 9,617,309 | ||||||||||
Non-current provisions | 19,066,048 | 16,585,748 | ||||||||||
�� |
|
|
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| ||||||||
Totalnon-current liabilities | 104,476,487 | 92,314,766 | ||||||||||
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| |||||||||
Total Liabilities | 128,708,143 | 114,156,299 | ||||||||||
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| |||||||||
Equity | ||||||||||||
Contributed capital | ||||||||||||
Share capital | 3,209,820 | 3,209,820 | ||||||||||
Share premium | 843,758 | 843,758 | ||||||||||
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| |||||||||
4,053,578 | 4,053,578 | |||||||||||
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|
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| |||||||||
Retained earnings | ||||||||||||
Legal reserves | 1,604,910 | 1,604,910 | ||||||||||
Voluntary reserves | 34,785,425 | 35,906,267 | ||||||||||
Unappropriated retained earnings | 12,811,798 | 14,007,942 | ||||||||||
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| |||||||||
49,202,133 | 51,519,119 | |||||||||||
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| |||||||||
Other components of equity | ||||||||||||
Other capital surplus | 1,226,364 | 1,234,825 | ||||||||||
Accumulated other comprehensive loss | (280,730 | ) | (358,570 | ) | ||||||||
Other equity | 13,294,973 | 13,294,973 | ||||||||||
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| |||||||||
14,240,607 | 14,171,228 | |||||||||||
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| |||||||||
Equity attributable to owners of the controlling company | 67,496,318 | 69,743,925 | ||||||||||
Non-controlling interests | 1,393,331 | 1,348,837 | ||||||||||
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|
| |||||||||
Total Equity | 68,889,649 | 71,092,762 | ||||||||||
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| |||||||||
Total Liabilities and Equity | 197,597,792 | 185,249,061 | ||||||||||
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|
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31, 2019 and 2018
In millions of won, except per share information | 2019 | 2018 | ||||||||||
Sales | ||||||||||||
Sales of goods | 56,894,876 | 57,897,804 | ||||||||||
Sales of services | 408,290 | 392,867 | ||||||||||
Sales of construction services | 1,264,916 | 1,742,391 | ||||||||||
Revenue related to transfer of assets from customers | 604,808 | 594,548 | ||||||||||
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| |||||||||
59,172,890 | 60,627,610 | |||||||||||
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| |||||||||
Cost of sales | ||||||||||||
Cost of sales of goods | (55,750,468 | ) | (55,976,628 | ) | ||||||||
Cost of sales of services | (1,030,601 | ) | (592,224 | ) | ||||||||
Cost of sales of construction services | (998,766 | ) | (1,638,869 | ) | ||||||||
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| |||||||||
(57,779,835 | ) | (58,207,721 | ) | |||||||||
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| |||||||||
Gross profit | 1,393,055 | 2,419,889 | ||||||||||
Selling and administrative expenses | (2,669,576 | ) | (2,627,890 | ) | ||||||||
|
|
|
| |||||||||
Operating Loss | (1,276,521 | ) | (208,001 | ) | ||||||||
Othernon-operating income | 393,165 | 375,346 | ||||||||||
Othernon-operating expense | (241,913 | ) | (231,330 | ) | ||||||||
Other gains (losses), net | (582,258 | ) | (621,124 | ) | ||||||||
Finance income | 1,009,706 | 796,870 | ||||||||||
Finance expenses | (2,782,156 | ) | (2,470,743 | ) | ||||||||
Profit (loss) related to associates, joint ventures and subsidiaries | ||||||||||||
Share in profit of associates and joint ventures | 257,673 | 473,269 | ||||||||||
Gain on disposal of investments in associates and joint ventures | 70,094 | 5,079 | ||||||||||
Gain on disposal of investments in subsidiaries | — | 73 | ||||||||||
Share in loss of associates and joint ventures | (90,853 | ) | (110,168 | ) | ||||||||
Loss on disposal of investments in associates and joint ventures | (2 | ) | (2,183 | ) | ||||||||
Impairment loss on investments in associates and joint ventures | (22,517 | ) | (7,907 | ) | ||||||||
Loss on disposal of investments in subsidiaries | (256 | ) | — | |||||||||
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| |||||||||
214,139 | 358,163 | |||||||||||
|
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| |||||||||
Loss before income tax | (3,265,838 | ) | (2,000,819 | ) | ||||||||
Income tax benefit (expense) | 1,002,303 | 826,321 | ||||||||||
|
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| |||||||||
Loss for the period | (2,263,535 | ) | (1,174,498 | ) |
(Continued)
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss), Continued
For the years ended December 31, 2019 and 2018
In millions of won, except per share information | 2019 | 2018 | ||||||||||
Other comprehensive income (loss) | ||||||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||||||
Remeasurement of defined benefit liability, net of tax | 42,315 | (108,169 | ) | |||||||||
Share in other comprehensive income (loss) of associates and joint ventures, net of tax | (6,789 | ) | (1,153 | ) | ||||||||
Net change in fair value of equity investments at fair value through other comprehensive income (loss) | (11,732 | ) | (34,185 | ) | ||||||||
Items that are or may be reclassified subsequently to profit or loss: | ||||||||||||
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax | 19,242 | 211 | ||||||||||
Foreign currency translation of foreign operations, net of tax | 72,816 | (20,717 | ) | |||||||||
Share in other comprehensive income (loss) of associates and joint ventures, net of tax | 19,344 | 57,088 | ||||||||||
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| |||||||||
Other comprehensive loss, net of tax | 135,196 | (106,925 | ) | |||||||||
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| |||||||||
Total comprehensive Loss for the period | (2,128,339 | ) | (1,281,423 | ) | ||||||||
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| |||||||||
Loss attributable to: | ||||||||||||
Owners of the controlling company | (2,345,517 | ) | (1,314,567 | ) | ||||||||
Non-controlling interests | 81,982 | 140,069 | ||||||||||
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| |||||||||
(2,263,535 | ) | (1,174,498 | ) | |||||||||
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| |||||||||
Total comprehensive loss attributable to: | ||||||||||||
Owners of the controlling company | (2,239,147 | ) | (1,426,477 | ) | ||||||||
Non-controlling interests | 110,808 | 145,054 | ||||||||||
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| |||||||||
(2,128,339 | ) | (1,281,423 | ) | |||||||||
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| |||||||||
Loss per share (in won) | ||||||||||||
Basic and diluted earnings (loss) per share | (3,654 | ) | (2,048 | ) |
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2019 and 2018
In millions of won | Equity attributable to owners of the controlling company | Non- controlling interests | ||||||||||||||||||||||||||
Contributed capital | Retained earnings | Other components of equity | Subtotal | Total equity | ||||||||||||||||||||||||
Balance at January 1, 2018 | 4,053,578 | 53,370,558 | 14,257,309 | 71,681,445 | 1,283,196 | 72,964,641 | ||||||||||||||||||||||
Effect of change in accounting policy | — | 71,928 | (76,851 | ) | (4,923 | ) | — | (4,923 | ) | |||||||||||||||||||
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| |||||||||||||||||
Adjusted balance at January 1, 2018 | 4,053,578 | 53,442,486 | 14,180,458 | 71,676,522 | 1,283,196 | 72,959,718 | ||||||||||||||||||||||
Total comprehensive income (loss) for the period | ||||||||||||||||||||||||||||
Profit (loss) for the period | — | (1,314,567 | ) | — | (1,314,567 | ) | 140,069 | (1,174,498 | ) | |||||||||||||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
Remeasurement of defined benefit liability, net of tax | — | (100,495 | ) | — | (100,495 | ) | (7,674 | ) | (108,169 | ) | ||||||||||||||||||
Share in other comprehensive income of associates and joint ventures, net of tax | — | (1,153 | ) | — | (1,153 | ) | — | (1,153 | ) | |||||||||||||||||||
Net change in fair value of financial assets at fair value through other comprehensive income | — | — | (34,125 | ) | (34,125 | ) | (60 | ) | (34,185 | ) | ||||||||||||||||||
Items that are or may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax | — | — | (1,140 | ) | (1,140 | ) | 1,351 | 211 | ||||||||||||||||||||
Foreign currency translation of foreign operations, net of tax | — | — | (32,086 | ) | (32,086 | ) | 11,369 | (20,717 | ) | |||||||||||||||||||
Share in other comprehensive income of associates and joint ventures, net of tax | — | — | 57,089 | 57,089 | (1 | ) | 57,088 | |||||||||||||||||||||
Transactions with owners of the Group, recognized directly in equity | ||||||||||||||||||||||||||||
Dividends paid | — | (507,152 | ) | — | (507,152 | ) | (92,741 | ) | (599,893 | ) | ||||||||||||||||||
Issuance of shares of capital by subsidiaries and others | — | — | 1,032 | 1,032 | 17,183 | 18,215 | ||||||||||||||||||||||
Changes in consolidation scope | — | — | — | — | 9,530 | 9,530 | ||||||||||||||||||||||
Dividends paid (hybrid bond) | — | — | — | — | (13,385 | ) | (13,385 | ) | ||||||||||||||||||||
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| |||||||||||||||||
Balance at December 31, 2018 | 4,053,578 | 51,519,119 | 14,171,228 | 69,743,925 | 1,348,837 | 71,092,762 | ||||||||||||||||||||||
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(Continued)
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Changes in Equity, Continued
For the years ended December 31, 2019 and 2018
In millions of won | Equity attributable to owners of the controlling company | |||||||||||||||||||||||||||
Contributed capital | Retained earnings | Other components of equity | Subtotal | Non- controlling interests | Total equity | |||||||||||||||||||||||
Balance at January 1, 2019 | 4,053,578 | 51,519,119 | 14,171,228 | 69,743,925 | 1,348,837 | 71,092,762 | ||||||||||||||||||||||
Total comprehensive income (loss) for the period | ||||||||||||||||||||||||||||
Net profit (loss) for the period | — | (2,345,517 | ) | — | (2,345,517 | ) | 81,982 | (2,263,535 | ) | |||||||||||||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
Remeasurement of defined benefit liability, net of tax | — | 36,160 | — | 36,160 | 6,155 | 42,315 | ||||||||||||||||||||||
Share in other comprehensive loss of associates and joint ventures, net of tax | — | (6,789 | ) | — | (6,789 | ) | — | (6,789 | ) | |||||||||||||||||||
Net change in fair value of financial assets at fair value through other comprehensive loss | — | — | (11,732 | ) | (11,732 | ) | — | (11,732 | ) | |||||||||||||||||||
Others | — | (840 | ) | 840 | — | — | — | |||||||||||||||||||||
Items that are or may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax | — | — | 14,041 | 14,041 | 5,201 | 19,242 | ||||||||||||||||||||||
Foreign currency translation of foreign operations, net of tax | — | — | 55,347 | 55,347 | 17,469 | 72,816 | ||||||||||||||||||||||
Share in other comprehensive income of associates and joint ventures, net of tax | — | — | 19,343 | 19,343 | 1 | 19,344 | ||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity | ||||||||||||||||||||||||||||
Dividends paid | — | — | — | — | (99,255 | ) | (99,255 | ) | ||||||||||||||||||||
Issuance of shares of capital by subsidiaries and others | — | — | — | — | 21,071 | 21,071 | ||||||||||||||||||||||
Transactions between consolidated entities | — | — | (8,460 | ) | (8,460 | ) | 323 | (8,137 | ) | |||||||||||||||||||
Changes in consolidation scope | — | — | — | — | 24,932 | 24,932 | ||||||||||||||||||||||
Dividends paid (hybrid bond) | — | — | — | — | (13,385 | ) | (13,385 | ) | ||||||||||||||||||||
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| |||||||||||||||||
Balance at December 31, 2019 | 4,053,578 | 49,202,133 | 14,240,607 | 67,496,318 | 1,393,331 | 68,889,649 | ||||||||||||||||||||||
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KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2019 and 2018
In millions of won | 2019 | 2018 | ||||||||
Cash flows from operating activities | ||||||||||
Loss for the period |
| (2,263,535 | ) | (1,174,498 | ) | |||||
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| |||||||
Adjustments for: | ||||||||||
Income tax expense (benefit) | (1,002,303 | ) | (826,321 | ) | ||||||
Depreciation | 10,971,825 | 9,905,856 | ||||||||
Amortization | 156,915 | 118,938 | ||||||||
Employee benefit expense | 712,460 | 360,575 | ||||||||
Bad debt expense | 16,629 | 57,468 | ||||||||
Interest expense | 2,046,811 | 1,868,458 | ||||||||
Loss on sale of financial assets | 2,106 | 1 | ||||||||
Loss on disposal of property, plant and equipment | 72,508 | 60,704 | ||||||||
Loss on abandonment of property, plant, and equipment | 364,233 | 481,176 | ||||||||
Loss on impairment of property, plant, and equipment | 50,034 | 710,162 | ||||||||
Loss on impairment of intangible assets | 513,609 | 8,112 | ||||||||
Loss on disposal of intangible assets | 827 | 43 | ||||||||
Increase to provisions | 2,317,972 | 1,056,994 | ||||||||
Loss (gain) on foreign currency translation, net | 370,309 | 243,378 | ||||||||
Gain on valuation of financial assets at fair value through profit or loss | (5,575 | ) | (8,495 | ) | ||||||
Loss on valuation of financial assets at fair value through profit or loss | 4,513 | 6,616 | ||||||||
Valuation and transaction loss (gain) on derivative instruments, net | (403,765 | ) | (300,500 | ) | ||||||
Share in loss (income) of associates and joint ventures, net | (166,820 | ) | (363,101 | ) | ||||||
Gain on sale of financial assets | (3,866 | ) | (1,838 | ) | ||||||
Gain on disposal of property, plant and equipment | (43,784 | ) | (98,077 | ) | ||||||
Gain on disposal of intangible assets | (206 | ) | (12 | ) | ||||||
Gain on disposal of associates and joint ventures | (70,094 | ) | (5,079 | ) | ||||||
Loss on disposal of associates and joint ventures | 2 | 2,183 | ||||||||
Impairment loss on associates and joint ventures | 22,517 | 7,907 | ||||||||
Gain on disposal of subsidiaries | — | (72 | ) | |||||||
Loss on disposal of subsidiaries | 256 | — | ||||||||
Interest income | (268,118 | ) | (223,767 | ) | ||||||
Dividend income | (13,838 | ) | (12,777 | ) | ||||||
Others, net | 64,535 | 81,317 | ||||||||
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| |||||||
15,709,692 | 13,129,849 | |||||||||
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| |||||||
Changes in: | ||||||||||
Trade receivables | 95,345 | 246,755 | ||||||||
Non-trade receivables | 64,027 | 154,580 | ||||||||
Accrued income | 83,589 | (484,718 | ) | |||||||
Other receivables | (116,583 | ) | (61,961 | ) | ||||||
Other current assets | (271,986 | ) | (148,509 | ) | ||||||
Inventories | (980,216 | ) | (1,771,550 | ) | ||||||
Othernon-current assets | (575,675 | ) | (54,148 | ) | ||||||
Trade payables | (546,159 | ) | 478,744 | |||||||
Non-trade payables | 281,904 | (292,912 | ) | |||||||
Accrued expenses | (486,547 | ) | (361,204 | ) | ||||||
Other current liabilities | 418,668 | 250,112 | ||||||||
Othernon-current liabilities | 890,976 | 287,488 | ||||||||
Investments in associates and joint ventures (dividends received) | 215,612 | 175,175 | ||||||||
Provisions | (1,513,860 | ) | (1,132,969 | ) | ||||||
Payments of employee benefit obligations | (65,242 | ) | (89,253 | ) | ||||||
Plan assets | (348,386 | ) | (330,064 | ) | ||||||
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| |||||||
) | (3,134,434 | ) | ||||||||
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(Continued)
KOREA ELECTRIC POWER CORPORATION AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements, Continued
December 31, 2019
In millions of won | 2019 | 2018 | ||||||||||
Cash generated from operating activities | 10,516,178 | 8,820,917 | ||||||||||
Dividends received (financial assets at fair value through other comprehensive income) | 24,255 | 11,182 | ||||||||||
Interest paid | (2,027,850 | ) | (1,895,898 | ) | ||||||||
Interest received | 186,122 | 194,221 | ||||||||||
Income taxes paid | (295,430 | ) | (450,290 | ) | ||||||||
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Net cash from operating activities | 8,478,721 | 6,680,132 | ||||||||||
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Cash flows from investing activities | ||||||||||||
Proceeds from disposals of associates and joint ventures | — | 1,617 | ||||||||||
Acquisition of associates and joint ventures | (107,924 | ) | (319,425 | ) | ||||||||
Proceeds from disposals of property, plant and equipment | 293,725 | 234,138 | ||||||||||
Acquisition of property, plant and equipment | (14,000,359 | ) | (12,266,870 | ) | ||||||||
Proceeds from disposals of intangible assets | 6,807 | 13 | ||||||||||
Acquisition of intangible assets | (229,426 | ) | (110,587 | ) | ||||||||
Proceeds from disposals of financial assets | 2,783,474 | 2,419,259 | ||||||||||
Acquisition of financial assets | (2,165,342 | ) | (2,841,651 | ) | ||||||||
Increase in loans | (324,407 | ) | (188,675 | ) | ||||||||
Collection of loans | 246,863 | 100,010 | ||||||||||
Increase in deposits | (280,637 | ) | (299,564 | ) | ||||||||
Decrease in deposits | 275,314 | 259,930 | ||||||||||
Proceeds from disposals of assetsheld-for-sale | 30,662 | 18,716 | ||||||||||
Receipt of government grants | 21,705 | 30,416 | ||||||||||
Cash outflow from merger | (154,311 | ) | — | |||||||||
Net cash inflow (outflow) from changes in consolidation scope | (2,917 | ) | 2,141 | |||||||||
Other cash inflow (outflow) from investing activities, net | (156,120 | ) | (53,769 | ) | ||||||||
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Net cash used in investing activities | (13,762,893 | ) | (13,014,301 | ) | ||||||||
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Cash flows from financing activities | ||||||||||||
Proceeds from (repayment of) short-term borrowings, net | 188,957 | (183,660 | ) | |||||||||
Proceeds from long-term borrowings and debt securities | 13,221,407 | 14,251,586 | ||||||||||
Repayment of long-term borrowings and debt securities | (7,068,290 | ) | (8,095,590 | ) | ||||||||
Payment of finance lease liabilities | (575,198 | ) | (134,454 | ) | ||||||||
Settlement of derivative instruments, net | 102,146 | 60,907 | ||||||||||
Change innon-controlling interest | 17,365 | 20,113 | ||||||||||
Dividends paid (hybrid bond) | (13,385 | ) | (17,658 | ) | ||||||||
Dividends paid | (99,356 | ) | (599,391 | ) | ||||||||
Other cash outflow from financing activities, net | — | (175 | ) | |||||||||
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Net cash from financing activities | 5,773,646 | 5,301,678 | ||||||||||
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Net decrease in cash and cash equivalents before effect of exchange rate fluctuations | 489,474 | (1,032,491 | ) | |||||||||
Effect of exchange rate fluctuations on cash held | (37,690 | ) | 21,097 | |||||||||
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Net decrease in cash and cash equivalents | 451,784 | (1,011,394 | ) | |||||||||
Cash and cash equivalents at January 1 | 1,358,345 | 2,369,739 | ||||||||||
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Cash and cash equivalents at December 31 | 1,810,129 | 1,358,345 | ||||||||||
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Agenda 2. Approval of the ceiling amount of remuneration for directors
KEPCO seeks to obtain approval regarding the ceiling amount of remuneration for directors for the fiscal year 2020, pursuant to Article 388 of the Commercial Act and Article 35 of the Articles of Incorporation of KEPCO.
• | Proposed aggregate ceiling on remuneration for directors: |
• | 2,247,869 thousand won in fiscal year 2020 (total number of directors: 15; number ofnon-standing directors: 8) |
• | 2,174,564 thousand won in fiscal year 2019 (total number of directors: 15; number ofnon-standing directors: 8) |
• | The actual remuneration for directors in the fiscal year 2019 was 1,586,595 thousand won. |
• | We proposed to increase the maximum aggregate amount of remuneration for directors in 2020 by 3.37% compared to 2019 as a result of (i) the notification by the Government to increase the remuneration for directors of government controlled entities by 2.8% and (ii) the increased performance-based compensation by 16,381 thousand won as a result of the increased remuneration for directors and (iii) the increased severance payments due to the increase in the average incumbency of our directors from 20 months to 25 months. |
Agenda 3. Approval of amendments to the Articles of Incorporation of KEPCO (the “Articles of Incorporation”)
1) | KEPCO proposes to amend the Articles of Incorporation pursuant to Article 433 of the Commercial Act and Article 4 of the Articles of Incorporation. |
2) | KEPCO proposes to amend the Articles of Incorporation in light of the enactment and enforcement of the Act on Electronic Registration of Stocks, Bonds, etc. (the “Electronic Registration Act”) and to comply with the Act on the Management of Public Institutions. |
• | The Electronic Registration Act governs the rules regarding the registration of rights represented by securities certificates via electronic means without requiring physical securities certificates. |
• | KEPCO proposes to make the following amendments to the Articles of Incorporation: |
• | Delete references to specific types of share certificates issued and introduce a new clause providing for the electrionic registration of rights that would be presented by share certificates and preemptive right certificates (Article 7, Section 2 of the Articles of Incorporation). |
• | Remove a clause related to issuance of share certificates that is no longer applicable due to the electronic registration requirements under the Electronic Registration Act (Article 9). |
• | Revise to reflect the fact that under the Electronic Registration Act, an appointment of transfer agent would in fact be required (Article 13). |
• | Remove a clause related to the reporting of addresses, names and seals of the shareholders to the transfer agent, as this is no longer applicable under the Electronic Registration Act (Article 14). |
• | Introduce a new clause providing for the electronic registration of rights that would be represented by bond certificates and subscription warrant certificates (Article17-4). |
• | Delete the references to specific articles in the Act on the Management of Public Institution (Article26-2). |
• | The table below compares the current provisions in the Articles of Incorporation with the proposed amendments. |
Current provision | Proposed amendment | Rationale | ||
Article 7 (Par Value and Types of Shares and Denominations of Share Certificates) (2)Share certificates shall be issued in eight (8) denominations of one (1), five (5), ten (10), fifty (50),one-hundred (100), five-hundred (500),one-thousand (1,000) andten-thousand (10,000) shares. | Article 7 (Par Value and Electronic Registration of Rights that would be Represented by Share Certificates and Preemptive Rights Certificates) (2)The Corporation shall electronically register rights that would be represented by its share certificates and preemptive right certificates on the electronic registry maintained by the electronic registrar, in lieu of issuing share certificates and preemptive right certificates. | To delete types of share certificates issued and to introduce a new clause providing for the electronic registration of rights that would be presented by share certificates and preemptive right certificates |
Article 9(Non-Issuance of Share Certificates) Upon request from the shareholders, the Corporation shall not issue share certificates for all or a portion of the shares. | Article 9 (Deleted) (Deleted) | Share certificates shall not be issued in accordance with the Electronic Registration Act. | ||
Article 13 (Changes in Entries in the Register of Shareholders) (1) The Corporationmay appoint a transfer agent. | Article 13 (Changes in Entries in the Register of Shareholders) (1) The Corporationshall appoint a transfer agent. | Appointment of transfer agent isde facto mandatory under the Electronic Registration Act. | ||
Article 14 (Report of Addresses, Names and Seals of Shareholders) (1) Shareholders and registered pledgees shall report to the transfer agent mentioned in Article 13 their respective names, addresses and seals. (2) Shareholders and registered pledgees who reside in foreign countries shall report their respective addresses to which and agents to whom notices may be given in Korea. (3) Any changes in the items stated in Paragraphs (1) and (2) shall also be reported. | Article 14 (Deleted) (Deleted) | To remove requirement to report addresses, names and seals of shareholders to the transfer agent, as such information is not required to be reported if the rights that would be presented by share certificates are electronically registered. | ||
(New Provision) | Article17-4 (Electronic Registration of Rights that would be Represented by Bond Certificates and Subscription Warrant Certificates) The Corporation shall electronically register rights that would be represented by bond certificates and subscription warrant certificates on the electronic registry maintained by the electronic registrar, in lieu of issuing bond certificates and subscription warrant certificates. | To introduce a new clause for the electronic registration of rights that would be represented by bond certificates and subscription warrant certificates. | ||
Article26-2 (Appointment of Officers) (6) The President shall not be dismissed from office unless the person who appointed the President dismissed the President pursuant toArticle 22 Paragraph (1), Article 35 Paragraph (3), and Article 48 Paragraph (6) of the Public Agencies Management Act. | Article 26-2 (Appointment of Officers, etc.) (6) The President shall not be dismissed from office unless the authorized person to appoint the President dismisses the President pursuant to | To delete the reference to specific articles of the Act on the Management of Public Institution (to avoid any discrepancy with, and in preparation of any future amendment to, the Act on the Management of Public Institutions) |
All amendments to the Articles of Incorporation shall be effective on and from the date in which the amendments have been promulgated.