PRELIMINARY
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE KOREA FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
(THE KOREA FUND, INC. LETTERHEAD)
To the Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of The Korea Fund,
Inc. (the "Fund") is to be held at 10:00 a.m., Eastern time, on Wednesday,
December 14, 2005, at the offices of Deutsche Asset Management, 345 Park Avenue
(at 51st-52nd Streets), New York, New York 10154. Stockholders who are unable to
attend the Annual Meeting are strongly encouraged to vote by proxy, which is
customary in corporate meetings of this kind. A Proxy Statement regarding the
Annual Meeting, a proxy card for your vote at the Annual Meeting and an
envelope -- postage prepaid -- in which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect one Director. In addition,
the stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder. All of our
independent directors plan to attend this meeting and look forward to meeting
interested stockholders.
Your Fund's Directors recommend that you vote in favor the nominee for Director.
Respectfully,
-s- Julian Reid
Julian Reid
Interim Chairman of the Board
on behalf of the full Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE -- PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
THE KOREA FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
The Korea Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders (the "Annual
Meeting") of The Korea Fund, Inc. (the "Fund") has been called to be held at the
offices of Deutsche Asset Management, 345 Park Avenue (at 51st-52nd Streets),
New York, New York 10154, on Wednesday, December 14, 2005 at 10:00 a.m., Eastern
time, to elect one Director of the Fund to hold office for a term of three years
and until his successor shall have been duly elected and qualified.
The appointed proxies will vote in their discretion on any other business as may
properly come before the meeting or any adjournments or postponements thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on September 16, 2005 are entitled to vote at the meeting or any
adjournments or postponements thereof.
By order of the Board of Directors,
-s- Carole Coleman
Carole Coleman, Secretary
October 28, 2005
IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT
THE ANNUAL MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Korea Fund, Inc., a Maryland corporation (the
"Fund"), for use at the Annual Meeting of Stockholders, to be held at the
offices Deutsche Asset Management, 345 Park Avenue (at 51st-52nd Streets), New
York, New York 10154, on Wednesday, December 14, 2005 at 10:00 a.m., Eastern
time, and at any adjournments or postponements thereof (collectively, the
"Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are first
being mailed to stockholders on or about October 31, 2005 or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it prior to the time the proxy is exercised by attending the Meeting and casting
his or her votes in person or by mail, by executing a superseding proxy or by
submitting a notice of revocation to the Fund (addressed to the Secretary at the
principal executive office of the Fund, 345 Park Avenue, New York, New York
10154). All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each of the
nominees for director named in the Proxy Statement and in the discretion of the
proxy holders on any other matter that may properly come before the Meeting.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
With respect to the election of director nominees, abstentions and
broker-non-votes will have the same effect as a vote not to elect the nominees,
because election of a nominee requires the affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote. See "Proposal:
Election of Director -- Required Vote."
Holders of record of the common stock of the Fund at the close of business on
September 16, 2005 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments or postponements. There were
29,963,705 shares of common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight relevant
information including investment results and a review of portfolio changes. You
may receive an additional copy of the annual report for the fiscal year ended
June 30, 2005 and a copy of the semiannual report for the six-month period ended
December 31, 2004, without charge, by calling (800) 349-4281 or writing the Fund
at 345 Park Avenue, New York, New York 10154.
THE KOREA FUND, INC. 1
PROPOSAL: ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of contrary
instructions, to vote all proxies in favor of the election of the nominee listed
below as Director of the Fund to serve for a term of three years, and until his
successor is duly elected and qualifies. The nominee has consented to stand for
election and to serve if elected. If the nominee should be unable to serve, an
event not now anticipated, the proxies will be voted for such person, if any, as
shall be designated by the Board of Directors to replace the nominee. For
election of a Director at the Meeting, the Board of Directors has approved the
nomination of the individual listed below.
On October 11, 2005, the Board of Directors voted to reduce the number of
Directors of the Fund from seven to five and to reduce the number of Class II
Directors from three to one, effective as of the annual meeting. On that date
the Board also voted to nominate Mr. Kesop Yun, a current Class II Director, for
re-election at the annual meeting. The Board believes that a reduction in the
size of the Board is consistent with the recent reduction in the size of the
Fund and may result in reductions in certain expenses and improved operating
efficiency.
INFORMATION CONCERNING THE NOMINEE
The following table sets forth certain information concerning the nominee as a
Director of the Fund. Unless otherwise noted, the nominee has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
CLASS II -- DIRECTORS TO SERVE UNTIL 2008 ANNUAL MEETING OF STOCKHOLDERS:
DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES
NAME (AGE) PRESENT OFFICE WITH THE FUND, IF DOLLAR RANGE OF OVERSEEN BY DIRECTOR IN
ADDRESS ANY; PRINCIPAL OCCUPATION OR YEAR FIRST EQUITY SECURITIES FAMILY OF INVESTMENT
INDEPENDENT EMPLOYMENT AND DIRECTORSHIPS BECAME A IN THE FUND AS OF COMPANIES AS OF
DIRECTORS**(1) IN PUBLICLY HELD COMPANIES DIRECTOR JUNE 30, 2005*** DECEMBER 31, 2004***
-----------------------------------------------------------------------------------------------------------------------
KESOP YUN (60) Professor (formerly Dean, 1999* None None
1999-2001), College of Business
Administration, Seoul National
University, Seoul, Korea;
Director, The Korea
Liberalisation Fund, Inc. (U.K.)
(1996-1999); Visiting Professor
of London Business School
(1997-1998); President, Korea
Securities & Economy Institute
(1994-1995) and Korea Tax
Association (1994-1995). Mr. Yun
serves on the boards of three
other funds managed be DeIM.
--------------------------------------------------------------------------------
2 THE KOREA FUND, INC.
INFORMATION CONCERNING CONTINUING DIRECTORS
The Board of Directors is divided into three classes, with each Director serving
for a term of three years. The terms of Classes I and III Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes. Unless otherwise noted, each Director has engaged
in the principal occupation listed in the following table for more than five
years, but not necessarily in the same capacity.
CLASS I -- NOMINEES TO SERVE UNTIL 2007 ANNUAL MEETING OF STOCKHOLDERS:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT
NAME (AGE) PRESENT OFFICE WITH THE FUND, IF DOLLAR RANGE OF COMPANIES OVERSEEN BY
ADDRESS ANY; PRINCIPAL OCCUPATION OR YEAR FIRST EQUITY SECURITIES IN DIRECTOR IN FAMILY OF
INDEPENDENT EMPLOYMENT AND DIRECTORSHIPS BECAME A THE FUND AS OF INVESTMENT COMPANIES AS
DIRECTORS**(1) IN PUBLICLY HELD COMPANIES DIRECTOR JUNE 30, 2005*** OF DECEMBER 31, 2004***
----------------------------------------------------------------------------------------------------------------------
JULIAN REID (61) Chief Executive Officer of 3a 2004 None None
Asset Management Limited (since
1998); President of the Saffron
Fund, Inc. (1994-1998, since
2004); and Chairman of Morgan's
Walk Properties Ltd. (since
2002). Directorships: Chairman
of the Board of Directors of the
Saffron Fund, Inc. (since 1998);
and Director of JF China Region
Fund, Inc. (since 1997).
--------------------------------------------------------------------------------
CHRIS RUSSELL (56) Director of each of: British 2004 None None
Airways Pension Investment
Management Company Ltd. (since
2005); Candover plc (since
2004); Salters' Management
Company Ltd. (since 2003); LIM
Japan Fund (since 2002);
Enhanced Index Funds (since
2002); Investec High Income
Trust plc (since 2001); and
Gartmore Investment Management
plc (1997-2001). Associate at
GaveKal Research (since 2001)
(economic and asset strategy
research).
--------------------------------------------------------------------------------
THE KOREA FUND, INC. 3
CLASS III -- DIRECTORS TO SERVE UNTIL 2006 ANNUAL MEETING OF STOCKHOLDERS:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT
NAME (AGE) PRESENT OFFICE WITH THE FUND, IF DOLLAR RANGE OF COMPANIES OVERSEEN BY
ADDRESS ANY; PRINCIPAL OCCUPATION OR YEAR FIRST EQUITY SECURITIES IN DIRECTOR IN FAMILY OF
INDEPENDENT EMPLOYMENT AND DIRECTORSHIPS BECAME A THE FUND AS OF INVESTMENT COMPANIES AS
DIRECTORS**(1) IN PUBLICLY HELD COMPANIES DIRECTOR JUNE 30, 2005*** OF DECEMBER 31, 2004***
---------------------------------------------------------------------------------------------------------------------
KENNETH C. FROEWISS Clinical Professor of Finance, 2000 $10,001-$50,000 Over $100,000
(60) NYU Stern School of Business;
(1997-present); Member, Finance
Committee, Member, Finance
Committee, Association for Asian
Studies; (2002- present);
Managing Director, J.P. Morgan
(investment banking firm)
(1984-1996); Director,
Mitsui-Sumitomo Insurance Group
(U.S.) (2004- present). Mr.
Froewiss serves on the boards of
46 other funds managed by DeIM
or its affiliates.
--------------------------------------------------------------------------------
RONALDO A. DA FROTA Director and Chief Executive 2000 $50,001-$100,000 Over $100,000
NOGUEIRA (67) Officer, IMF Editora Ltd.
(financial publisher); Chairman
of the Certification Committee
and Director, APIMEC Nacional
(Brazilian Association of
Investment Professionals and
Analysts); Member, Board of the
Association of Certified
International Investment
Analysts (ACIIA). Mr. Nogueira
serves on the boards of three
other funds managed by DeIM.
--------------------------------------------------------------------------------
Less than 1% of Shares of
ALL DIRECTORS AND OFFICERS AS A GROUP 5000 Shares the Fund
--------------------------------------------------------------------------------
* Mr. Yun previously served on the Board of the Fund from 1984 to 1988.
** Directors considered by the Fund and its counsel not to be "interested
persons" of the Fund, or the Fund's investment manager, DeIM, or the Korean
Advisor.
*** The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power.
(1) For purposes of Fund business, all Directors may be contacted at the
following address: c/o Deutsche Investment Management Americas Inc., 345
Park Avenue, New York, NY 10154.
4 THE KOREA FUND, INC.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 30(h) of the Investment Company Act of 1940, as amended (the
"1940 Act"), as applied to a closed-end management investment company, require
the Fund's Officers and Directors, investment manager, investment advisor,
affiliates of the Fund's investment manager, and investment advisor, and persons
who beneficially own more than ten percent of a registered class of the Fund's
outstanding securities ("Reporting Persons"), to file reports of ownership of
the Fund's securities and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by SEC regulations to
furnish the Fund with copies of all such filings.
Based on a review of reports filed by the Fund's directors and executive
officers, the Investment Manager, officers and directors of the Investment
Manager, affiliated persons of the Investment Manager and beneficial holders of
10% or more of the Fund's outstanding stock, and written representations by the
Reporting Persons that no year-end reports were required for such persons, all
filings required by Section 16(a) of the Exchange Act for the fiscal year ended
June 30, 2005 were timely, except that Michael Colon, a director of the fund's
investment manager, filed a Form 3 two days late. Mr. Colon has since corrected
his omission by making the necessary filing. As a convenience to the directors,
the Investment Manager assists the directors in making their Section 16 filings.
According to a Schedule 13D/A filing made with the SEC in October 2005, the
following owned beneficially more than 5% of the Fund's outstanding stock:
NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------------------------------------------------------------------------------------------------
Common Stock City of London Investment Group, PLC 5,440,119 shares(1) 18.15%
c/o City of London Investment Management
Company, Limited, 10 Eastcheap,
London, EC3M ILX, England
-------------------------------------------------------------------------------------------------------------
1 City of London Investment Group, PLC held sole voting power and sole
investment power with respect to the above number of shares. City of London
Investment Group, PLC held 5,440,119 shares, or 18.15% of the Fund's
outstanding stock, through its control of City of London Investment Management
Company Limited.
Except as noted above, to the best of the Fund's knowledge, as of October 27,
2005, no other person owned beneficially more than 5% of the Fund's outstanding
stock.
THE KOREA FUND, INC. 5
COMMITTEES OF THE BOARD -- BOARD MEETINGS
The Board of Directors of the Fund met twelve times during the fiscal year ended
June 30, 2005. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
he or she served as a regular member.
The Board of Directors seeks to have at least a majority of its members present
at annual stockholder meetings. At the Fund's last annual stockholder meeting on
October 6, 2004, all Directors were in attendance.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Nominating and Governance Committee
(formerly the Committee on Independent Directors).
AUDIT COMMITTEE
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of the Investment Manager ("Independent
Directors") as defined in the 1940 Act, which met three times during the fiscal
year ended June 30, 2005. The members of the Audit Committee are independent, as
independence is defined in the listing standards of the New York Stock Exchange,
Inc. In addition to approving the selection, retention, compensation and
termination of the Fund's independent registered public accounting firm, the
Audit Committee reviews with management and the independent registered public
accounting firm for the Fund, among other things, the scope of the audit and the
controls of the Fund and its agents, reviews and discusses with management the
Fund's annual audited financial statements, reviews the independent registered
public accounting firm's required communications regarding the scope and results
of the audit that may assist the Audit Committee in overseeing management's
financial reporting and disclosure process, reviews and approves in advance the
type of services to be rendered by the independent registered public accounting
firm, approves and recommends to the Board for its approval the selection of the
independent registered public accounting firm, reviews matters related to the
independence of the Fund's independent registered public accounting firm and in
general considers and reports to the Board on matters regarding the Fund's
accounting and bookkeeping practices.
AUDIT COMMITTEE'S PRE -- APPROVAL POLICIES AND PROCEDURES. The Audit Committee
must approve in advance the engagement of the independent registered public
accounting firm: (i) to provide audit or non-audit services to the Fund; and
(ii) non-audit services to DeIM or its control affiliates that relate directly
to the Fund's operations and financial reporting. In addition, the independent
registered public accounting firm must notify the Fund's Audit Committee not
later than the Audit Committee's next meeting if the independent registered
public accounting firm enters into an engagement with DeIM or its control
affiliates for any other services with projected fees in excess of $25,000. Such
notification must include a general description of the services awarded, the
entity that is to be the recipient of such services, the timing of the
engagement, the entity's reason for selecting the independent accounts, and the
projected fees.
The Audit Committee's duties are described in the Audit Committee's charter,
which was adopted by the Board of Directors and which is attached to this Proxy
Statement as Appendix A.
At a meeting held on July 6, 2005, the Audit Committee and the Board of
Directors of the Fund, including a majority of the Independent Directors,
selected PricewaterhouseCoopers LLP to act as the independent registered public
accounting firm for the Fund for the fiscal year ending June 30, 2006. The
Fund's financial statements for the fiscal years ended June 30, 2005 and June
30, 2004 and for the six-month periods ended
6 THE KOREA FUND, INC.
December 31, 2004 and December 31, 2003 were audited by PricewaterhouseCoopers
LLP. The following table sets forth the aggregate fees billed for professional
services rendered by PricewaterhouseCoopers LLP:(1)
AUDIT-RELATED FEES NON AUDIT FEES
---------------------------------------------------------------------------------------------------------
FISCAL YEAR
ENDED AUDIT FEES(1) TAX FEES FUND DEIM-RELATED FUND DEIM-RELATED
---------------------------------------------------------------------------------------------------------
June 30, 2004... $102,500 $11,300 $185 $807,051 $0 $1,722,293
---------------------------------------------------------------------------------------------------------
June 30, 2005... $106,000 $20,000 $225 $264,200 $0 $89,635
---------------------------------------------------------------------------------------------------------
1 The aggregate audit fees billed by PricewaterhouseCoopers to all funds
registered under the 1940 Act and managed by DeIM-related entities for each
of the Fund's last two fiscal years were $4,738,759 for the fiscal year ended
June 30, 2004 and $4,931,900 for the fiscal year ended June 30, 2005.
The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees billed for each of the last two fiscal years for professional
services rendered for the audits of the Fund's annual and semi-annual financial
statements and review of financial statements included in the registrant's N-CSR
and for services that are normally provided by the independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements for those fiscal years. The fees disclosed under the caption "Audit-
Related Fees" are the aggregate fees billed in each of the last two fiscal years
for assurance and related services that are reasonably related to the
performance of the audit or review of the Fund's financial statements and are
not reported under "Audit Fees." "Tax Fees" are the aggregate fees billed in
each of the last two fiscal years for professional services rendered for tax
compliance and tax return preparation. "Non-Audit Fees" are the aggregate fees
billed in each of the last two fiscal years for products and services provided,
other than the services described above. "Non-Audit Fees" were billed for
services in connection with risk management, tax services and process
improvement/integration initiatives for DeIM and other related entities that
provide support for the operations of the Fund. "DeIM-Related Fees" includes
fees billed for services, if any, in each of the last two fiscal years to DeIM
and all entities controlling, controlled by, or under common control with DeIM
that provide ongoing services to the Fund. For engagements entered into on or
after May 6, 2003, the Audit Committee pre-approved all non-audit services that
PricewaterhouseCoopers LLP provided to DeIM and DeIM-related entities that
related directly to the Fund's operations and financial reporting.
The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to the Fund,
DeIM and entities controlling, controlled by or under common control with DeIM
that provide services to the Fund for each of the Fund's last two fiscal years
were $1,722,293 for the fiscal year ended June 30, 2004 and $89,635 for the
fiscal year ended June 30, 2005. The Fund's Audit Committee gave careful
consideration to the non-audit related services provided by
PricewaterhouseCoopers LLP to the Fund, DeIM and entities controlling,
controlled by or under common control with DeIM that provide ongoing services to
the Fund, and, based in part on certain representations and information provided
by PricewaterhouseCoopers LLP, determined that the provision of these services
was compatible with maintaining PricewaterhouseCoopers LLP's independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will be available by telephone to respond to appropriate
questions and to make a statement if they wish to do so.
THE KOREA FUND, INC. 7
AUDIT COMMITTEE REPORT
In connection with the audited financial statements as of and for the fiscal
year ended June 30, 2005 included in the Fund's Annual Report for the fiscal
year ended June 30, 2005 (the "Annual Report"), at a meeting held on August 18,
2005, the Audit Committee considered and discussed the audited financial
statements with management and the independent registered public accounting
firm, and discussed the audit of such financial statements with the independent
registered public accounting firm.
The Audit Committee also discussed with the independent registered public
accounting firm the matters required to be discussed by Statement On Auditing
Standards No. 61 (Communications with Audit Committees). The independent
registered public accounting firm provided to the committee the written
disclosure and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with representatives of the independent registered public accounting
firm their firm's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with the auditing
standards of the Public Company Accounting Oversight Board (United States)
generally accepted in the United States of America or that the financial
statements are presented in accordance with accounting principles generally
accepted in the United States of America.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent registered
public accounting firm and subject to the limitation on the responsibilities and
role of the Audit Committee set forth in the Audit Committee's Charter and those
discussed above, the Audit Committee of the Fund recommended to the Board of
Directors of the Fund that the audited financial statements be included in the
Fund's Annual Report.
The Audit Committee consists of Messrs. Froewiss (Chairman), Luers, Nogueira,
Russell, Reid and Yun.
NOMINATING AND GOVERNANCE COMMITTEE
The Nominating and Governance Committee consists of all the Independent
Directors. The members of the Committee are independent, as independence is
defined in the listing standards of the New York Stock Exchange, Inc. applicable
to closed-end funds. The Committee met once during the fiscal year ended June
30, 2005 and held a subsequent meeting on October 12, 2005 to recommend the
nominee for Independent Director presented in this Proxy Statement.
The primary purposes and responsibilities of the Committee are (i) to identify
individuals qualified to become members of the Board in the event that a
position is vacated or created; (ii) to recommend for the Board's selection the
Director nominees for the next annual meeting of stockholders; (iii) to set any
necessary standards or qualifications for service on the Board; (iv) to review
and evaluate the compensation practices of the Independent Directors and to
recommend any changes thereto to the Board; (v) to determine the policies
8 THE KOREA FUND, INC.
governing retirement of all Independent Directors; (vi) to perform periodic
evaluations of the effectiveness of the Independent Directors; and (vii) to
consider such other matters of special relevance to the Independent Directors.
The Committee met on October 12, 2005 to recommend the nominees for Independent
Directors presented in this proxy statement.
The Committee requires that Director candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial expertise, (v)
an assessment of the candidate's ability, judgment and expertise and (vi)
overall diversity of the Board's composition.
The Board of Directors has adopted a written charter for the Nominating and
Governance Committee, which is attached to this Proxy Statement as Appendix B.
The Committee will consider and evaluate nominee candidates properly submitted
by stockholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to the charter, (which is part of
Appendix B hereto), as it may be amended from time to time by the Committee,
sets forth procedures that must be followed by stockholder to properly submit a
nominee candidate to the Committee. Recommendations not properly submitted in
accordance with Appendix A to the charter will not be considered by the
Committee. In order to be considered by the Committee for the 2006 annual
meeting, a submission should be made by June 29, 2006.
EXECUTIVE COMMITTEE
The Executive Committee is empowered with, and the Directors have delegated to
such Committee, all of the powers of the Directors that are not otherwise
delegated and that may lawfully be exercised by an executive committee. The
Executive Committee is authorized to act when the full Board of Directors is not
in session. Messrs. Froewiss and Reid serve on the Executive Committee, with
Messrs. Russell, Nogueira and Yun as alternates. The Executive Committee did not
meet during the fiscal year ended June 30, 2005.
VALUATION COMMITTEE
The Valuation Committee monitors the valuation of portfolio securities and other
investments and, as required by the Fund's valuation policies when the full
Board is not in session, determines the fair value of certain illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Froewiss and Russell
serve as members of the Valuation Committee, with Mr. Luers as an alternate. The
Valuation Committee did not meet during the fiscal year ended June 30, 2005.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
The Fund has established procedures for stockholders to send communications to
the Board of Directors. Communications should be sent in writing to the Board of
Directors of The Korea Fund, Inc., c/o Carole Coleman, Secretary to the Fund,
345 Park Avenue, Mailstop NYC 20-2799, New York, New York 10154. The Secretary
of the Fund then will promptly forward copies of all written correspondence to
the Directors.
THE KOREA FUND, INC. 9
EXECUTIVE OFFICERS
The following persons are Executive Officers of the Fund:
PRESENT OFFICE WITH THE FUND; YEAR FIRST BECAME
NAME (AGE) PRINCIPAL OCCUPATION OR EMPLOYMENT(1) AN OFFICER(2)
----------------------------------------------------------------------------------------------------------
Julian F. Sluyters (45)(1) President and Chief Executive Officer; Managing 2004
Director, Deutsche Asset Management (since May
2004); President and Chief Executive Officer of The
Brazil Fund, Inc., Scudder Global High Income Fund,
Inc. and Scudder New Asia Fund, Inc. (since May
2004); Chief Executive Officer of the Scudder Funds
(203 funds); President and Chief Executive Officer,
UBS Fund Services (2001-2003); Chief Administrative
Officer (1998-2001) and Senior Vice President and
Director of Mutual Fund Operations (1991-1998) UBS
Global Asset Management.
Terrence S. Gray (35) Vice President, Director of Deutsche Asset 2005
Management
Paul H. Schubert (42) Treasurer and Chief Financial Officer; Managing 2004
Director, Deutsche Asset Management (since July
2004); formerly, Executive Director, Head of Mutual
Fund Services and Treasurer for UBS Family of Funds
at UBS Global Asset Management (1994-2004).
Carole Coleman (36) Vice President and Secretary; Director of Deutsche 2005
Asset Management (2005-present); Associate General
Counsel of Fred Alger & Company, Inc. (April 2002-
June 2005). Associate Attorney, Charpie & Associates
(October 1995-March 2002).
Scott M. McHugh (33) Director of Deutsche Asset Management. 2005
Kathleen Sullivan D'Eramo (46) Assistant Treasurer; Director of Deutsche Asset 2003
Management.
John Millette (41) Assistant Secretary; Director of Deutsche Asset 1999
Management.
Caroline Pearson (42) Assistant Secretary; Managing Director of Deutsche 1998
Asset Management.
----------------------------------------------------------------------------------------------------------
(1) Unless otherwise stated, all Executive Officers have been associated with
DeIM, Deutsche Asset Management, or predecessor organizations for more than
five years, although not necessarily in the same capacity. Messrs.
Sluyters, Gray, Schubert and Millette and Mses. D'Eramo and Pearson own
securities of Deutsche Bank AG.
(2) The President, Treasurer and Secretary each hold office until the next
annual meeting of the Board of Directors and until his successor has been
duly elected and qualifies, and all other officers hold office in
accordance with the bylaws of the Fund.
10 THE KOREA FUND, INC.
TRANSACTIONS WITH AND REMUNERATION OF DIRECTORS AND OFFICERS
The aggregate direct remuneration incurred by the Fund for payment to
Independent Directors was $237,345, including expenses, for the fiscal year
ended June 30, 2005. Each such Independent Director currently receives fees,
paid by the Fund, of $750 per Directors' meeting attended and an annual
Director's fee of $6,000, except the Chairman of the Board, who receives an
annual fee of $18,000 effective May 10, 2004. The Chairman of the Nominating and
Governance Committee and the Chairman of the Audit Committee each receives an
additional $2,500 annual fee for serving in that capacity. Each Independent
Director also receives $250 per committee meeting attended (other than audit
committee meetings and meetings held for the purpose of considering arrangements
between the Fund and the Investment Manager or an affiliate of the Investment
Manager, for which such Director receives a fee of $750). DeIM supervises the
Fund's investments, pays the compensation and certain expenses of its personnel
who serve as Directors and Officers of the Fund, and receives a management fee
for its services. Several of the Fund's Officers are also officers, directors,
employees or stockholders of DeIM and participate in the fees paid to that firm
(see "The Investment Manager," page 12), although the Fund makes no direct
payments to them.
The following Compensation Table provides, in tabular form, the following data:
Column (1): All Directors who receive compensation from the Fund.
Column (2): Aggregate compensation received by a Director from the Fund.
Columns (3) and (4): Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay such benefits to its Directors.
Column (5): Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by DeIM for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
THE KOREA FUND, INC. 11
COMPENSATION TABLE FOR THE YEAR ENDED JUNE 30, 2005
-------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
AGGREGATE COMPENSATION
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL AS A DIRECTOR/TRUSTEE
NAME OF PERSON, COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON OF THE FUND AND OTHER
POSITION FROM THE FUND PART OF FUND EXPENSES RETIREMENT SCUDDER FUNDS
-------------------------------------------------------------------------------------------------------------
Robert J. Callander, $55,857 N/A N/A $154,520
Director(*1) (5 funds)
Kenneth C. Froewiss, $19,750 N/A N/A $76,864
Director (5 funds)
William H. Luers, $17,500 N/A N/A $63,614
Director (5 funds)
Ronaldo A. da Frota $17,500 N/A N/A $72,614
Nogueira, Director (5 funds)
Susan Kaufman Purcell, $6,196 N/A N/A $55,310
Director(**) (5 funds)
Julian Reid, Director(***) $11,304 N/A N/A $11,304
(1 Fund)
Christopher Russell, $11,304 N/A N/A $11,304
Director(***) (1 Fund)
Kesop Yun, $16,000 N/A N/A $61,364
Director (5 funds)
-------------------------------------------------------------------------------------------------------------
* Mr. Callander was a Director of the Fund until October 12, 2005.
** Dr. Purcell was a Director of the Fund until October 12, 2004.
*** Mr. Reid and Mr. Russell became Directors of the Fund on October 12, 2004.
1 On April 4, 2005, Mr. Callander received a special one-time payment of
$25,000, paid in recognition of special services.
REQUIRED VOTE
Election of the listed nominee for Director requires the affirmative vote of the
holders of a majority of the shares present in person or by proxy and entitled
to vote thereon. If a nominee does not receive the required vote, the director
holding over shall continue as a director until his or her successor is elected
and qualifies. YOUR FUND'S DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR THE
LISTED NOMINEE.
THE INVESTMENT MANAGER
Under the supervision of the Board of Directors of the Fund, DeIM, with
headquarters at 345 Park Avenue, New York, New York, makes the Fund's investment
decisions, buys and sells securities for the Fund and conducts research that
leads to these purchase and sales decisions. DeIM and its predecessors have more
than 80 years of experience managing mutual funds and provides a full range of
investment advisory services to institutional and retail clients. The Fund's
investment advisor is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
Deutsche Asset Management is the marketing name in the U.S. for the asset
management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management Inc.,
Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company
Americas and Scudder Trust Company. Deutsche Asset Management is a global asset
management organization that offers a wide range of investing expertise and
12 THE KOREA FUND, INC.
resources, including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. DeIM is an indirect
wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global
banking institution that is engaged in a wide range of financial services,
including investment management, mutual fund, retail, private and commercial
banking, investment banking and insurance.
Appendix C contains information regarding each director and principal executive
officer of Deutsche Investment Management Americas Inc.
THE SUBADVISOR
On April 3, 2002, the Directors of the Fund approved a Research and Advisory
Agreement between DeIM and Deutsche Investment Trust Management Company Limited
(the "Korean Advisor"), a wholly owned subsidiary of Deutsche Bank, which serves
as subadvisor to the Fund. The address of the Korean Advisor and the principal
business address of each director and principal officer, as it relates to his or
her duties at the Korean Advisor, is 19F, Youngpoong Building, 33, Seorin-Dong,
Chongro-ku, Seoul, Korea 110-752. The Korean Advisor is registered with the SEC
as an investment advisor under the Investment Advisers Act of 1940, as amended,
and began serving as subadvisor to the Fund on July 9, 2002. The Korean Advisor
renders investment advisory and management services with regards to that portion
of the Fund's portfolio allocated to the Korean Advisor by DeIM.
The principal occupations of each director and principal executive officer of
the Korean Advisor as of October 25, 2005 are set forth below. No Directors or
officers of the Fund are employees, officers, directors or shareholders of the
Korean Advisor.
POSITION WITH THE KOREAN ADVISOR AND
NAME PRINCIPAL OCCUPATION
------------------------------------------------------------------------------------------------------------------
Yong-Il Shin Director and Chief Executive Officer
Jae-Heon Lee Director and Head of Fixed Income Investment
Chong-Soo Lee Director and Head of Marketing & Sales
Jin-Kwon Chung Director and Head of Compliance
------------------------------------------------------------------------------------------------------------------
OTHER MATTERS
The Board of Directors does not know of any matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournment or postponement thereof in their discretion.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by telephone
by Officers of the Fund or personnel of DeAM. The Fund has retained Georgeson
Shareholder Communications, Inc. ("Georgeson"), 17 State Street, New York, New
York 10004 to assist in the proxy solicitation. Georgeson will be paid a fee not
to exceed $12,500 plus expenses. The costs and expenses connected with the
solicitation of proxies by the Fund's Officers or Georgeson, in person or by
telephone, will be borne by the Fund. The Fund will reimburse banks, brokers,
and other persons holding the Fund's shares registered in their names or in the
THE KOREA FUND, INC. 13
names of their nominees, for their expenses incurred in sending proxy material
to and obtaining proxies from the beneficial owners of such shares.
Solicitation of proxies is being made primarily by the mailing of this Proxy
Statement with its enclosures on or about October 31, 2005. As mentioned above,
Georgeson will assist in the solicitation of proxies.
As the meeting date approaches, certain stockholders may receive telephone calls
from representatives of Georgeson if their votes have not been received.
Authorization to permit Georgeson to execute proxies may be obtained by
telephonic instructions or electronically transmitted instructions from
stockholders of the Fund. If proxies are obtained telephonically, they will be
recorded in accordance with procedures that are consistent with applicable law
and that the Fund believes are reasonably designed to ensure that both the
identity of the stockholder casting the vote and the voting instructions of the
stockholder are accurately determined.
If a stockholder wishes to participate in a meeting, but does not wish to give a
proxy by telephone, the stockholder may still submit the proxy card originally
sent with this proxy statement. Should stockholders require additional
information regarding the proxy or a replacement proxy card, they may contact
Georgeson toll-free at 1-800-843-0369. Any proxy given by a stockholder is
revocable until voted at a meeting. See "Proxy Statement -- General."
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by December 14, 2005, the persons named
as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of the votes
entitled to be cast at the session of the meeting to be adjourned. The persons
named as appointed proxies on the enclosed proxy card will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will vote
against any such adjournment those proxies required to be voted against such
proposal. The costs of any such additional solicitation and of any adjourned
session will be borne by the Fund.
STOCKHOLDER PROPOSALS
Stockholders wishing to submit proposals for inclusion in the Fund's proxy
statement for the 2006 meeting of stockholders of the Fund should send their
written proposals to Carole Coleman, Secretary of the Fund, c/o Deutsche
Investment Management Americas Inc., at 345 Park Avenue, Mailstop NYC 20-2799,
New York, New York 10154 by June 29, 2006. The timely submission of a proposal
does not guarantee its inclusion.
For nominations of candidates for election as Directors (other than nominations
made by or at the recommendation of the Directors) or other business to be
properly brought before the annual meeting by a stockholder, the stockholder
must comply with the Fund's bylaws, which, among other things, require that the
stockholder must give timely notice thereof in writing to the Secretary of the
Fund, the stockholder must be a stockholder of record, and the notice must
contain the information about the nomination or other business that is required
by the Fund's bylaws. To be timely, any such notice must be delivered to or
mailed by certified mail, return receipt requested, and received at the
principal executive offices of the Fund not later than 90 days nor more than 120
days prior to the date of the meeting; provided, however, that if less than 100
days' notice or prior public disclosure is given or made to stockholders, any
such notice by a stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of
14 THE KOREA FUND, INC.
the day on which such notice of the date of the annual or special meeting was
given or such public disclosure was made.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2006 meeting of stockholders which are not included in the
proxy statement and form of proxy, if notice of such proposals is not received
by the Fund at the above address within the time frame indicated above. Even if
timely notice is received, the Fund may exercise discretionary voting authority
in certain other circumstances. Discretionary voting authority is the ability to
vote proxies that stockholders have executed and returned to the Fund on matters
not specifically reflected on the form of proxy.
By order of the Board of Directors,
-s- Carole Coleman
Carole Coleman
Secretary
345 Park Avenue
New York, New York 10154
October 28, 2005
THE KOREA FUND, INC. 15
APPENDIX A
THE KOREA FUND, INC.
AUDIT COMMITTEE CHARTER
ADOPTED APRIL 7, 2004
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of The Korea Fund, Inc. (the "Fund"). The Board of
Directors of the Fund (the "Board") established the Committee to provide
oversight with respect to the Fund's accounting and financial reporting policies
and practices.
1. Organization. The Committee shall be composed of three or more members of
the Board who are not "interested persons" (as defined in the Investment
Company Act of 1940) of the Fund, who do not directly or indirectly receive
consulting, advisory or other compensatory fees from the Fund or from the
Fund's investment adviser or its affiliates, except fees from the Fund for
services as a Director, and who satisfy any independence or expertise
requirements or expertise requirements of the exchange(s) on which the
Fund's shares are traded.
2. Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.
3. Committee Purposes. The purposes of the Committee are as follows:
(a) To oversee the Fund's accounting and financial reporting policies and
practices, the Fund's internal controls (including disclosure controls
and procedures) and, as appropriate, the internal controls of certain
Fund service providers;
(b) To oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;
(c) To exercise direct responsibility for the appointment, compensation,
retention and oversight of the work performed by the Fund's independent
auditors for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund;
(d) To act as a liaison between the Fund's independent auditors and the
Board;
(e) To oversee the Fund's compliance with legal and regulatory requirements;
and
(f) To prepare an audit committee report as required by Item 306 of
Regulation S-K to be included in the Fund's annual proxy statement
relating to the election of directors, or, if the Fund does not file a
proxy statement, in the Fund's annual report filed with the Securities
and Exchange Commission.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain or arrange for the maintenance of appropriate systems
for accounting and internal controls (including disclosure controls and
procedures), and the auditor's responsibility to plan and carry out a proper
audit.
16 THE KOREA FUND, INC.
4. Duties and Powers. To carry out the purposes specified in Paragraph 3 above,
the Committee shall have the following duties and powers:
(a) To approve the selection, retention, compensation and termination of the
Fund's independent auditors, and, in connection therewith, to evaluate
and determine the terms of any engagement of the auditors (including
fees) by or on behalf of the Fund, as well as to set clear hiring
policies relating to the hiring by entities within the Fund's investment
complex(1) of employees or former employees of the independent auditors;
(b) To consider whether the provision of non-audit services rendered by the
independent auditors to the Fund and the Fund's investment adviser and
its affiliates, or any other circumstances which may arise, impair the
independence of independent auditors;
(c) To: (i) at least annually, obtain and review a report by the independent
auditor describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and (to assess
the auditor's independence) all relationships between the independent
auditor and the Fund; (ii) discuss the annual audited financial
statements and any interim financial statements with management and the
independent auditor, including the Fund's disclosures under "Portfolio
Management Review;" and (iii) discuss policies with respect to risk
assessment and risk management;
(d) To meet with the Fund's independent auditors, including private meetings
as necessary or appropriate: (i) to review the arrangements for and
scope of the Fund's annual audit and any special audits; (ii) to discuss
any matters of concern relating to the Fund's financial statements,
including any adjustments to such statements recommended by the
auditors, regulatory and tax compliance matters considered in the
preparation of the financial statements, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Fund's financial policies and procedures, internal accounting controls
and disclosure controls and procedures, and management's responses
thereto; (iv) to review the form of the opinion the auditors propose to
render to the Board and Fund stockholders; and (v) to review any other
reports, representations or communications from the auditors regarding
matters within the Committee's scope of responsibilities under this
Charter;
-------------
(1) "Investment company complex" includes:
- the Fund and its investment adviser or sponsor;
- any entity controlling, controlled by or under common control with the
investment adviser or sponsor, if the entity (i) is an investment adviser
or sponsor or (ii) is engaged in the business of providing administrative,
custodian, underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and
- any investment company, hedge fund or unregistered fund that has an
investment adviser included in the definition set forth in either of the
sections above.
THE KOREA FUND, INC. 17
(e) To meet regularly with the Fund's chief financial and accounting
officers, the Fund's Treasurer and the Fund's investment adviser's
internal auditors, in each case to discuss any matters the Committee or
such parties believe necessary or appropriate to raise, and to review
and consider any reports or communications from any such parties
relating to the operations of the Fund;
(f) To review such other matters or information that the Committee believes
may be relevant to the auditors, the audit engagement, or the Fund's
financial policies and procedures, internal accounting controls or
disclosure controls and procedures;
(g) To establish procedures for the receipt, retention and treatment of
complaints that the Fund receives regarding Fund accounting, internal
accounting controls or auditing matters, and for the confidential,
anonymous submissions by Fund officers or employees of Fund service
providers of concerns regarding suspected fraud of any type related to
the Fund, including without limitation questionable accounting or
auditing matters;
(h) To establish procedures for the prospective approval of the engagement
of the independent auditors to provide: (i) audit or permissible
non-audit services to the Fund, and (ii) non-audit services to the
Fund's investment advisers (or any entity controlling, controlled by or
under common control with a Fund investment adviser that provides
ongoing services to the Fund) that relate directly to the Fund's
operations and financial reporting;
(i) To establish guidelines pursuant to which the independent auditors are
required to keep the Committee apprised of any proposed new
relationships between the independent auditors and the Fund's investment
advisers (and their affiliates); and
(j) To report its activities to the Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.
5. Role of Independent Auditors. The Fund's independent auditors are ultimately
accountable to the Committee, and must report directly to the Committee.
6. Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult with
counsel and/or to retain, at the Fund's expense, such other experts or
consultants as the Committee deems necessary or appropriate to fulfill its
responsibilities.
7. Periodic Review of Charter. The Committee shall review this Charter at least
annually and recommend any changes to the Board.
18 THE KOREA FUND, INC.
APPENDIX B
THE KOREA FUND, INC.
NOMINATING AND GOVERNANCE COMMITTEE
CHARTER
ADOPTED APRIL 7, 2004
(REVISED AS OF APRIL 2005)
This document constitutes the Charter of the Nominating and Governance Committee
(the "Committee") of the Board of Directors of the above-referenced Fund. The
Board of Directors of the Fund (the "Board") has adopted this Charter to govern
the activities of the Committee.
1. Statement of Purposes and Responsibilities. The primary purposes and
responsibilities of the Committee are: (i) to identify individuals qualified
to become members of the Board in the event that a position is vacated or
created; (ii) to recommend for the Board's selection the Director nominees
for the next annual meeting of shareholders if any is to be held; (iii) to
set any necessary standards or qualifications for service on the Board; (iv)
to review and evaluate the compensation practices of the Directors who are
not "interested persons" of the Fund, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("Independent Directors"), and to
recommend any changes thereto to the Board; (v) to determine the policies
governing retirement of all Independent Directors; (vi) to perform periodic
evaluations of the effectiveness of the Independent Directors; and (vii) to
consider such other matters of special relevance to Independent Directors.
2. Organization and Governance. The Committee shall be comprised of all of the
Independent Directors and shall not include any members who are not
Independent Directors.
A member of the Committee may be designated by the Board as the Committee's
chair (the "Lead Independent Director"). The Committee may delegate any
portion of its authority or responsibilities to a sub-committee of one or
more members.
The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary or
appropriate in accordance with the Fund's By-Laws. The Chair of the Board,
the Lead Independent Director or a majority of the members of the Committee
are authorized to call a meeting of the Committee and send notice thereof.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a
quorum is present shall be the action of the Committee. The Committee may
also take action by written consent of a majority of the Committee members.
The Committee may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
THE KOREA FUND, INC. 19
3. Qualifications for Director Nominees. The Committee requires that Director
candidates have a college degree or equivalent business experience. The
Committee may take into account a wide variety of factors in considering
Director candidates, including (but not limited to): (i) availability and
commitment of a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (v)
overall diversity of the Board's composition.
4. Identification of Nominees. In identifying potential nominees for the Board,
the Committee may consider candidates recommended by one or more of the
following sources: (i) the Fund's current Directors, (ii) the Fund's
officers, (ii) the Fund's investment adviser(s), (iv) the Fund's
shareholders (see below) and (v) any other source the Committee deems to be
appropriate. The Committee may, but is not required to, retain a third party
search firm at the Fund's expense to identify potential candidates.
5. Consideration of Candidates Recommended By Shareholders. The Committee will
consider and evaluate nominee candidates properly submitted by shareholders
on the same basis as it considers and evaluates candidates recommended by
other sources. Appendix A to this Charter, as it may be amended from time to
time by the Committee, sets forth procedures that must be followed by
shareholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will
not be considered by the Committee).
20 THE KOREA FUND, INC.
Appendix A to Nominating and Governance Committee Charter
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
ADOPTED APRIL 7, 2004 (AND REVISED AS OF APRIL 2005)
A Fund shareholder must follow the following procedures in order to properly
submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the relevant Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund.
2. Shareholder Recommendations must be delivered to, or mailed by certified
mail, return receipt requested to and received at, the principal executive
offices of the Fund at least one hundred twenty (120) calendar days before
the anniversary of the date that the Fund's proxy statement was released to
shareholders in connection with the previous year's annual meeting.
3. The Shareholder Recommendation must include:
(a) a statement in writing setting forth (i) the name, age, date of birth,
business address, residence address, principal occupation or
employment, and nationality of the person recommended by the
shareholder (the "candidate"); (ii) the class or series and number of
all shares of the Fund owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (iii) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Fund); (iv) any other information regarding
the candidate that would be required to be disclosed if the candidate
were a nominee in a proxy statement or other filing required to be made
in connection with solicitation of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (v) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Fund to make such
determination;
THE KOREA FUND, INC. 21
(b) the written and signed consent of the candidate to be named as a
nominee and to serve as a Director if elected;
(c) the recommending shareholder's name and address as they appear on the
Fund's books;
(d) the class or series and number of all shares of the Fund owned
beneficially and of record by the recommending shareholder; and
(e) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or
persons (including their names) pursuant to which the recommendation is
being made by the recommending shareholder. In addition, the Committee
may require the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility of
such candidate to serve on the Board.
22 THE KOREA FUND, INC.
APPENDIX C
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF DEUTSCHE
INVESTMENT MANAGEMENT AMERICAS INC.
The name, address and principal occupation of each director and principal
executive officer of Deutsche Investment Management Americas Inc. is set forth
below.
Axel Schwarzer, President, Chief Executive Officer and Director
Michael Colon, Chief Operating Officer and Director
William A. Gagliardi, Chief Financial Officer, Treasurer and Director
A. Thomas Smith, Secretary and Chief Legal Officer
Mark Cullen, Executive Vice President
Pierre de Weck, Executive Vice President
Phillip W. Gallo, Chief Compliance Officer
The address of all directors and officers, except Mr. de Weck, is 345 Park
Avenue, New York, New York 10154. Mr. de Weck's address is Winchester House, 1
Great Winchester Street, London, United Kingdom EC2N 2DB.
THE KOREA FUND, INC. 23
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
PROXY
THE KOREA FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - December 14, 2005
The undersigned hereby appoints Carole Coleman, Elisa Metzger and Rachel
Coleman, and each of them, the proxies of the undersigned, with full power of
substitution in each of them, to represent the undersigned and to vote all
shares of The Korea Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of The Korea Fund, Inc. to be held at the offices
of Deutsche Asset Management, 345 Park Avenue (at 51st - 52nd Streets), New
York, New York 10154, on Wednesday, December 14, 2005 at 10:00 a.m., Eastern
time, and at any adjournment or postponement thereof. The undersigned
acknowledges receipt of the Notice of Annual Meeting of Stockholders and
accompanying Proxy Statement and revokes any proxy previously given with respect
to the meeting.
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SEE REVERSE SIDE
THERE ARE THREE WAYS TO VOTE YOUR PROXY
TELEPHONE VOTING
This method of voting is available for residents of the U.S. and Canada. On a
touch tone telephone, call TOLL FREE 1-800-433-2279 , 24 hours a day, 7 days a
week. You will be asked to enter ONLY the CONTROL NUMBER shown below. Have your
voting instruction card ready, then follow the prerecorded instructions. Your
vote will be confirmed and cast as you direct. Available until 4:00 p.m. Eastern
time on December 13, 2005.
INTERNET VOTING
Visit the Internet voting website at HTTP://PROXY.GEORGESON.COM. Enter the
COMPANY NUMBER AND CONTROL NUMBER shown below and follow the instructions on
your screen. You will incur only your usual Internet charges. Available until
4:00 p.m. Eastern time on December 13, 2005.
VOTING BY MAIL
Simply mark, sign and date your voting instruction card and return it in the
postage-paid envelope. If you are voting by telephone or the Internet, please do
not mail your proxy card.
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COMPANY NUMBER CONTROL NUMBER
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE UNDERSIGNED'S VOTE
WILL BE CAST "FOR" PROPOSAL ONE.
The Board of Directors of the Fund recommends that
Stockholders vote "FOR" Proposal 1.
FOR WITHHELD
1. THE ELECTION OF ONE DIRECTOR
NOMINEE: CLASS II:
KESOP YUN
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments or postponements
thereof.
Dated , 2005
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Signature(s)
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Signature(s)
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE YOUR FULL TITLE AS SUCH.