SK TELECOM CO LTD — AGM Information 2008

Feb 26, 2008

6-K 1 h01929e6vk.htm SK TELECOM CO., LTD. SK TELECOM CO., LTD. PAGEBREAK

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF FEBRUARY 2008

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

11, Euljiro2-ga, Jung-gu Seoul 100-999, Korea

( Address of principal executive offices )

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-___

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RESOLUTION TO CALL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of SK Telecom Co., Ltd. (the “Company”) has resolved to call the Annual General Meeting of Shareholders, to be held at the following time and place and the agenda of which shall be as follows:

1. Date / Time — 2. Place		Friday, March 14 th , 2008 09:00 AM (Local time) — SK Telecom Boramae Building, 729-1, Bongcheon 1-dong,
		Gwanak-gu, Seoul, Korea
3. Agenda		1.	Approval of Financial Statements for the 24th Fiscal Year
		2.	Amendment to Articles of Incorporation
		3.	Approval of Ceiling Amount of the Remuneration for Directors
		4.	Approval of the Appointment of Directors :
			4.1	Election of Directors
			4.2	Election of Independent Non-Executive Directors
			4.3	Election of Independent Non-Executive Director who will be a member
of the Audit Committee
4. Date of the resolution
by the Board of Directors		February 19, 2008
-	Attendance of
external
directors	Present		6
		Absent		2
5. Other Noteworthy Matters		The Audit Committee is comprised entirely of independent non-executive
directors, all four of whom were present for this meeting of the Board
of directors.

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Documents relating to the Annual Meeting of Shareholders

1. Approval of Financial Statements.

(1) Balance Sheet

As of December 31, 2007 As of December 31, 2006

(in thousands of Won)

Item — Current Assets	4,094,058,627		4,189,325,307
- Quick Assets	4,075,377,644		4,172,886,658
- Inventories	18,680,983		16,438,649
Fixed Assets	14,048,990,238		11,624,728,019
- Investment Assets	5,950,584,693		3,547,942,060
- Tangible Assets	4,594,412,996		4,418,111,761
- Intangible Assets	3,174,941,520		3,405,158,631
- Other non-current assets	329,051,029		253,515,567
Total Assets	18,143,048,865		15,814,053,326
Current Liability	2,484,547,650		2,985,619,649
Fixed Liability	4,221,015,994		3,522,006,033
Total Liability	6,705,563,644		6,507,625,682
Capital Stock	44,639,473		44,639,473
Capital Surplus	2,939,352,794		2,962,698,779
Retained Earnings	8,905,864,697		7,844,753,051
Capital Adjustments	(2,041,577,556	)	(2,019,567,866	)
Accumulated other comprehensive gains
and losses	1,589,205,813		473,904,207
Total Capital	11,437,485,221		9,306,427,644
Total Capital and Liabilities	18,143,048,865		15,814,053,326

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(2) Statement of Profit and Loss

From January 1, 2007 to December 31, 2007 From January 1, 2006 to December 31, 2006

(in thousands of Won )

Item — Operating Revenue	11,285,900,130	10,650,952,431
Operating Expenses	9,114,357,241	8,066,582,847
1. Wages	379,537,717	358,225,595
2. Severance Allowances	30,346,097	37,921,155
3. Employee Benefits	86,343,003	55,734,927
4. Communication Expenses	60,600,367	49,330,018
5. Utility Expenses	99,766,979	92,450,447
6. Taxes & Dues	32,557,444	91,902,424
7. Rent	207,198,758	193,877,234
8. Commissions Paid	4,035,757,184	3,316,551,041
9. Depreciation	1,723,017,049	1,513,092,382
10. Maintenance & Repairs	161,049,678	146,312,103
11. Advertising	304,194,140	300,829,450
12. Training	39,994,401	36,273,953
13. Ordinary Development	214,795,262	211,751,884
14. Bad Debts	38,608,878	52,660,830
15. Leased Lines	388,795,885	395,113,026
16. Frequency Usage Fees	164,071,959	158,958,132
17. Network Interconnection	998,153,581	955,953,882
18. Cost of Goods Sold	83,584,088	39,686,263
19. Others	65,984,770	59,958,101
Operating Income	2,171,542,889	2,584,369,584
Non-operating Income	851,414,147	311,100,477
Non-operating Expenses	715,171,565	873,827,071
Income Before Income Taxes	2,307,785,471	2,021,642,990
Income Taxes	665,334,153	575,045,052
Net Income	1,642,451,318	1,446,597,938

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(3) Statement of Profit Surplus Appropriation / Statement of Deficiency Disposition (Draft)

From January 1, 2007 to December 31, 2007 From January 1, 2006 to December 31, 2006

(in thousands of Won)

Item — Retained Earnings Before Appropriations	1,570,827,720		1,165,518,639
1. Retained Earnings Carried Over from Previous
Year	1,043,861		1,711,791
2. Profits on Disposition of Treasury Stocks	—		(209,077,433	)
3. Changes to the Retained Earnings of the
Companies Accounted in Equity Method	—		—
4. Interim Dividends	(72,667,459	)	(73,713,657	)
Common Stock Dividends (ratio)	—		—
Current Fiscal Year: W1,000 (200%)	—		—
Previous Fiscal Year: W1,000 (200%)	—		—
5. Current Net Income	1,642,451,318		1,446,597,938
Transfer from Voluntary Reserves	33,000,000		409,197,435
1. Reserve for Research and Manpower Development	—		188,000,000
2. Reserve for loss on disposal of treasury
stock	—		221,197,435
3. Reserve for finance structure improvement	33,000,000		—
Appropriations of Retained Earnings	1,602,711,287		1,573,672,213
1. Legal Reserves	—		—
2. Appropriated Retained Earnings for Loss on
Disposition of Treasury Stock	—		—
3. Reserve for Research and Manpower Development	—		180,000,000
4. Dividend	609,711,287		508,672,213
(1) Cash Dividend	609,711,287		508,672,213
Common Stock Dividend (ratio)
Current Fiscal Year: W8,400 (1,680%)
Previous Fiscal Year: W7,000 (1,400%)
5. Reserve for Business Expansion	193,000,000		885,000,000
6. Reserve for Technology Development	800,000,000		—
Retained Earnings to be Carried Forward to Next
Year	1,116,433		1,043,861

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2. Amendment to Articles of Incorporation

The Proposed amendment is as follows:

Current		Amendments (Proposed)
		PREAMBLE
		The
Company shall
preserve long-term
profit of its
shareholders by
securing the
survival of
business, at a
minimum, and
continuing to evolve
and progress in such
a drastically
changing business
environment. To this
end, the Company
will establish the
Management
Perspective as
follows and
implement it as the
basis of management
activities.
		[Mission]
		The Company shall
achieve its ultimate
goal of sustained
progress by
maintaining
stability and
growth. Furthermore,
it shall create
value for its
customers, people
and shareholders,
thereby contributing
to social and
economic development
and human
well-being.
		[Value]
		The Company aims to:
		Ÿ	gain trust
from its customers
by ensuring
consistent customer
satisfaction, and
ultimately transform
itself into a
corporate entity
whose progress goes
hand in hand with
theirs.
		Ÿ	create and
establish a
favorable
environment where
its people can work
voluntarily and
willingly, and
ensure that all
members contribute
to the sustained
progress during
their tenure at the
Company.
		Ÿ	upgrade its
corporate value so
as to create
shareholder value,
while enhancing the
level of both
transparency and
management
efficiency toward
this end.
		Ÿ	make every
effort to contribute
to the welfare of
the community by
engaging in
social/cultural
activities in
addition to
facilitating
economic prosperity,
and to observe
social norms and
ethical standards.
		Ÿ	continuously
create sufficient
profit to enhance
the value of
stakeholders and
finance the
Company’s future
growth.
Article 2 Objectives		Article 2 Objectives
(1)	(Same as current)	(1)	(Same as current)
(2)	In order to achieve
the above objectives,
the Company carries on
the following business 1. ~ 9. (Same as current) 11. Any business
or undertaking
incidental or
conducive to the
attainment of the
objects above	(2)	In order to achieve the above objectives,
the Company carries on the following businesses 1. ~ 10. (Same as current) 11. Electronic financial
business 12. Motion picture business(Production,
Importation, Distribution,
Screening) 13. Any business or undertaking incidental or
conducive to the attainment of the objects
above
(3)	Omitted	(3)	Omitted
		Addendum (as of March 14, 2008)
		Article 1(Date of Effectiveness)
		These articles of Incorporation shall take
effect as of March 14 2008

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3. Approval of Ceiling Amount of the Remuneration for Directors.

(1) Number of directors; total amount and maximum authorized amount of compensation of directors

Classification	Fiscal year ended of 2007	Fiscal year ended 2008
Number of directors
(Number of
independent
non-executive
directors)	12 persons (8 persons)	9 persons (6 persons)
Total amount and
maximum authorized
amount of
compensation of
directors	Won 12 billion	Won 12 billion

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4 . Approval of the Appointment of Directors

4.1 Candidate for Directors

Name	Term	Profile		Remarks
		•	President & CEO, SK Telecom (Present)
		•	President, Korea Association of RFID/USN (Present)
		•	President, KOREA e-SPORTS Association (Present)
		•	SVP, Strategic Planning Group, SK Telecom
KIM, Shin Bae	3 years	•	SVP, Head of Strategic Support Group and Office of the Staff to the President, Shinsegi Telecom	Current Director
		•	M.B.A., Wharton School, University of Pennsylvania
		•	M.S., Industrial Engineering, KAIST
		•	B.A., Industrial Engineering, Seoul National University
		•	President and CEO, SK Holdings (Present)
		•	President, Executive Vice President, Corporate Management Office, SK Corporation
		•	President, SK Research Institute for SUPEX Management, SK Telecom
PARK, Young Ho	3 years	•	Senior Vice President, MR Business, MRC Business, Marketing Support Division, SK Corporation	New Appointment
		•	POSCO Research Institute (POSRI)
		•	Korea Institute of Science and Technology
		•	Completion of Ph.D. Coursework in Economics, University of Chicago
		•	Master’s Degree in Business Administration, Seoul National University
		•	Bachelor’s Degree in Economics, Seoul National University

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4.2 Candidate for Independent Non-Executive Directors

Name	Term	Profile		Remarks
		•	Visiting Professor, Graduate School of Public Admin. Seoul National Univ. (Present)
		•	Independent Non-Executive Director, Tong Yang Insurance Co. Ltd (Present)
		•	Non-Standing Director, KOTRA
UHM, Rak Yong	3 years	•	President, Korea Development Bank	New Appointment
		•	Vice Minister, Ministry of Finance and Economy
		•	Commissioner, Korea Customs Service
		•	M.A. from Harvard University, Kennedy School of Gov’t.
		•	B.A. from Seoul National University(Law)
		•	Professor, Graduate School of Business Administration, Sung Kyun Kwan University (Present)
		•	Advisor, The Korean-Japanese Economics & Management Association (Present)
		•	Chief, Asia-Pacific Economics Association (Present)
CHUNG, Jay Young	3 years	•	Director, Korea-U.S. Enterprise Cooperation Foundation (Present)	New Appointment
		•	Vice-President, Sungkyunkwan University
		•	Independent Non-Executive Director, POSCO
		•	Doctor of Commerce, School of Commerce, Waseda University
		•	Master of Commerce, School of Commerce, Waseda University
		•	Bachelor, Sung Kyun Kwan University(Business Administration)

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4.3 Candidate for Independent Non-Executive Director who will be a member of the Audit Committee

Name	Term	Profile		Remarks
		•	Professor of Finance, College of Business Administration, Seoul National University, Chartered Financial Analyst (Present)
		•	Director, Kyung Hee Foundation (Present)
		•	Visiting Professor, Graduate School of Economics, University of Tokyo
		•	Managing Director, Seoul National University Foundation
CHO, Jae Ho	3 years	•	Advisory Committee Member, Samsung Securities	New Appointment
		•	Securities Investigation Committee, Financial Supervisory Service
		•	Ph.D., The Wharton School, University of Pennsylvania
		•	M.B.A., The Wharton School, University of Pennsylvania
		•	B.A., College of Business Administration, Seoul National University

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Forward-Looking Statement Disclaimer

The material above contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. We do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Additional information concerning these and other risk factors are contained in our latest annual report on Form 20-F and in our other filings with the U.S. Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SK Telecom Co., Ltd.
( Registrant )
By: /s/ Tae Jin Park
( Signature )
Name:	Tae Jin Park
Title:	Vice President

Date: February 26, 2008

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