지배구조현황

Corporate Governance - Operation of the BOD

Board Directors
Sort Name Management Committee Audit Committee Related Party Transactions Committee Compensation Committee Outside Director Candidates Recommendation Committee Sustainability Committee
Executive Directors Yoon Ho Choi ●
Jong Sung Kim ○
Zin Park ○
Independent Directors Oh Kyong Kwon ○ ○ ● ○ ○
Duk Hyun Kim ● ○ ○ ○
Mee Kyung Lee ○ ○ ●
Won Wook Choi ● ○ ○ ○

※ ● : Chairman, ○ : Member

※ Chairman of the Outside Director Candidates Recommendation Committee shall be appointed in the following committee

Committee Status

Within the Company's Board of Directors, five subcommittees are set up and operated by the Management Committee, Audit Committee, Related Party Transaction Committee, Outside Director Candidates Recommendation, and Compensation Committee. Details of the purpose, composition, authority, operation, qualifications, and appointment of each committee are set by the relevant laws and the resolutions of the Board of Directors and are specified in the respective regulations for the operation of each committee.

Each committee notifies each director of its resolutions in accordance with the operation regulations. Each director may request a meeting of the Board of Directors within two days of notification of a resolution pursuant to Article 15 of the Regulations for the Operation of the Board of Directors, and the Board may re-resolve the resolution made by the Committee.

Committees of a board of director

Management Committee

The Management Committee shall perform its duties in accordance with the Articles of Incorporation, the regulations of the Board of Directors, the regulations of the Management Committee, and the resolutions of the Board of Directors, and shall deliberate and resolve matters entrusted by the Board of Directors. The members of the Management Committee shall be appointed by a resolution of the Board of Directors and shall be composed of two or more members or less than six directors, and the Chairman shall be the Representative Director. The details of the composition and operation of the Management Committee shall be decided by the Board of Directors in accordance with Articles 2, 26 and 2, 152 of the Regulations of the Board of Directors, and 4 of the Regulations of the Management Committee.

The Management Committee reviews and resolves the following issues, and the resolutions are notified to each director within three working days of the resolution pursuant to Article 10 of the Management Committee Rules.

  • 1) Items related to general management, etc.
    • ① The company's annual or mid- to long-term management policies and strategies
    • ② Major business plans and management strategies
    • ③ Promote cooperation, including strategic alliances with foreign companies
    • ④ Determining or altering the salary structure and the basic principles of employee benefit system
    • ⑤ Other major management issues
  • 2) Financial matters
    • ① Investment in new facilities with capital of 10% or more per case, expansion of facilities, etc
    • ② Disposal of equity interests or equity interests in other companies with capital of 5% or more per case
    • ③ overseas direct investment with capital of 5% or more per case and payment guarantee for local finance of overseas subsidiaries
    • ④ Acquiring or disposing of fixed assets of 5% or more of the total assets at the end of the last business year
    • ⑤ Provision of collateral or guarantee of debt for others with capital of 5% or more per case
    • ⑥ Listed in overseas securities market, such as sovereignty
    • ⑦ Handling of actual shares in case of a paid increase
    • ⑧ loans with a capital equivalent to 5% or more of each case and loans with money or security
    • ⑨ A gift of not less than 5% capital of each cases.
    • ⑩ Contracts for borrowing 25% or more of their equity capital for each cases
  • 3) Other management matters
    • ① Establish, relocation, abolition of branch, factory, office, overseas subsidiary, overseas branch, overseas office, etc. Matters on Abolition
    • ② Matters concerning the appointment, dismissal and change of transfer agent.
    • ③ Other management matters related to the performance of the company and matters delegated by the Board of Directors

Related Party Transaction Committee

The Related Party Transaction Committee was established by the board of directors without legal obligation to enhance transparency of the company's management through the establishment of a system of self-compliance with fair trade and to check internal transactions between affiliates.

The members of The Related Party Transaction Committee may be appointed by the Board of Directors with two or more members and five or fewer outside directors, and the Chair shall be elected by the Committee's resolution. The term of the member shall be by the expiration date of the member's term of office, and the resolution concerning the dismissal of the member shall be approved by the Board of Directors by two-thirds or more of the directors.

The Related Party Transaction Committee has the following powers and the resolution shall be reported to the Board of Directors for the first time from the date of the resolution.

- Permission to report internal transactions : The Committee can report on the status of internal transactions with affiliates.
- Authority to investigate internal transactions : The Committee may order the secretary to investigate the details of internal transactions at any time.
- Recommendation for corrective actions for internal transactions : The Committee may propose corrective action to the Board of Directors for internal transactions that violate laws and company regulations.

Outside Director Candidates Recommendation Committee

The Outside Director Candidates Recommendation Committee was established pursuant to Article 542 of the Commercial Act, Article 262, Article 265, and Article 15 of the Regulations of the Board of Directors, and is responsible for reviewing, selecting and recommending candidates for independent directors to be appointed at the shareholders meeting. Any resolution made by the Committee shall be notified to each member of the Board of Directors within two days of the date of the resolution.

The members of The Outside Director Candidates Recommendation Committee shall be appointed from among the directors by a resolution of the Board of Directors and shall consist of three or more members of the board of directors of nine or less, with the independent directors being the majority of the total committee members. The Chairperson shall be elected by resolution of the Committee. The term of the member shall be by the expiration date of the member's term as a director, and the resolution concerning the dismissal of the member shall be approved by the majority of the members present at the board meeting and by the majority of the members present.

Compensation Committee

The Compensation Committee was established with the resolution of the Board of Directors without legal obligation to ensure objectivity and transparency in the decision-making process for directors, pursuant to the relevant provisions of Article 26-2 of the Articles of association and Article 15 of the board of directors' regulations.

The members of the Compensation Committee shall be appointed from among the directors by the resolution of the Board of Directors and shall consist of two outside directors and one in-house directors. The Chairperson shall be elected by resolution of the Committee. The term of the member shall be by the expiration date of the member's term as a director, and the resolution concerning the dismissal of the member shall be approved by the majority of the members present at the board meeting and by the majority of the members present.

The Compensation Committee has the following powers, and any resolution made by the Committee shall be notified to each Director within two days of the resolution.

- Limitations of registered directors' remuneration to be submitted to shareholders' meeting
- Annual salaries and one-time remuneration of registered directors
- Other matters delegated by the Board of Directors

Audit Committee

  • 1. Appointment of Audit Committee and Policy for Securing Independence and Expertise

    Our Audit Committee was established in accordance with Article 4152 and Article 542, Article 264, and Article 153 of the Regulations of the Board of Directors, and consists of three or more directors in accordance with the relevant laws and regulations, but two-thirds or more of the total members are outside directors.
    As of December 31, 2018, the Company has implemented a policy to ensure independence by forming all members of the Audit Committee as outside directors, and includes one financial expert (Kim Seong-jae). In addition, the Chairman of the Audit Committee shall be appointed by the resolution of the Committee and the Chairman shall be the Chairman of the Committee.

  • 2. Regulations for the Operation of the Audit Committee

    In accordance with Article 264 of the articles of association and 153 of the board of directors' regulations, we have established the operation regulations of the audit committee and operate the audit committee in accordance with the operation regulations. These operation regulations stipulate matters necessary for the efficient operation of the Audit Committee, including matters concerning the functions, organization, authority and duties of the Audit Committee, and other matters related to the operation of the Audit Committee, and may be amended in accordance with the resolutions of the Board of Directors, except where there are other provisions in the related statutes

    • ① Configuration

      Our Audit Committee was established in accordance with Article 4152 and Article 542, Article 264, and Article 153 of the Regulations of the Board of Directors, and consists of three or more directors in accordance with the relevant laws and regulations, but two-thirds or more of the total members are outside directors.
      As of December 31, 2018, our audit committee consists of four outside directors and includes one financial expert (Kim Seong-jae). In addition, the Chairman of the Audit Committee shall be appointed by the resolution of the Committee and the Chairman shall be the Chairman of the Committee. As of December 31, 18, the Board of Audit and Inspection is Kim Sung-jae.

    • ② Authority and Responsibility

      The Audit Committee conducts audits of the accounting and major management activities, reviews the operation status of the internal accounting management system, and checks the operation status of the internal audit market, and oversees the directors and management's performance in order to make reasonable management decisions. The duties and authority of our Audit Committee are as follows.

      - The Committee shall audit the accounting and business of the Company.
      - The Committee requests Directors a report of sales or can investigate the company's property at any time.
      - The Committee shall handle matters set forth in the Act or the articles entrusted by the Board of Directors.

      The detailed authority of the Audit Committee of our Audit Committee is as follows :
      - Audit of work
      - Asking Sales reports and surveying property status
      - Receiving a report for Directors
      - Investigation of subsidiaries
      - Claims for maintaining misconduct by directors
      - Right of lawsuit
      - Requesting a meeting of shareholders
      - The Audit Committee may seek expert assistance at the expense of the Company
      - Authority on the selection of external auditors and requests for dismissal
      - Authority on the approval of requests for designation/reassignment of external auditors to the Company's Securities and Futures Committee
      - Approving the enactment and revision of the company's internal accounting management regulations
      - Authority on matters conferred on the Audit Committee by statute, articles of association and board of directors resolution

      In addition, the responsibilities of the Audit Committee of the Audit Committee's operation regulations are as follows :
      - Fiduciary duty
      - Reporting investigation of shareholders' meetings
      - Responsibility to report to the Board of Directors
      - Writing audit records
      - Writing and submitting of audit reports
      - Statutory duties on external audit of the stock company
      - Responsibility for evaluating the operation status of the internal accounting management system
      - Carry out the matters conferred on the Audit Committee by statute, articles of association and board of directors resolutions

Committee Activity

Committee Attendance