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Corporate Governance

We enhance the value of our shareholder while protecting corporate and social values

The Board of Directors

Hyosung Advanced Materials secures the Board of Directors’ transparent and independent decision-making authority and operates a governance system which enables efficient business management based upon appropriate checks and balances. As the highest decision-making body of the company, the Board of Directors(BOD) reviews and decides on matters required by law or corporate articles of association as well as matters delegated by the general meeting of shareholders. The BOD is also responsible for the review and decision of the foundational principles of business management and its operation aiming to improve interests of all stakeholders including shareholders.

Constitution of the BOD

Appointment of the BOD

As of the end of 2021, the BOD consists of 6 directors includinf 3 standing directors and 3 outside directors, who were appointed as the BOD members on June 1, 2018 when Hyosung Advanced Materials Corp.’s BOD for incorporation took place. Limitations on gender, religion and academic background is banned for the BOD appointment, and candidates are appointed as BOD through a fair process at the general meeting of shareholders. Candidates for standing director are nominated at the BOD and the outside directors are nominated through the Outside Director Candidate Nominating Committee.

Shareholders' Rights to Make Proposals

  • Shareholders may request 6 weeks prior to the General Meeting of Shareholders(GMS)*, both in written or in electronic document, a certain proposal item to be submitted as a GMS agenda. Shareholders may also request that the proposed item be included in the notice for GMS.
    * In case of Annual Meeting of Shareholders, the date of the event in the previous year
  • A shareholder's proposal can be made by shareholders with a certain level of stake*
    * Shareholders who hold no less than 3 percent of the total number of issued and outstanding shares excluding shares without voting rights.
  • If there is a shareholder’s proposal, the company should report it to the Board of Directors(BOD), and the BOD shall submit this proposal to the GMS, except in cases where the contents of the shareholders’ proposal violate laws or the company’s articles of association and in the cases described below under Article 12 of the Enforcement Decree of the Korean Commercial Act.
    1. Where a proposal is resubmitted within three years from the date on which the proposal with the same contents was rejected because it obtained less than 10% of approval at a GMS;
    2. Where the proposal concerns a shareholder's personal grievance;
    3. Where the proposal concerns a matter that require the shareholders to hold shares in excess of a certain ratio to exercise such minority shareholders' rights;
    4. Where the proposal concerns a matter that involves the removal of incumbent director (whose period of service has not expired);
    5. Where the proposal concerns a matter that the company is unable to materialize, or is based on an evidently false grounds, or defames a particular person.
  • If a shareholder's proposal has been made, the shareholder who made the proposal shall, on his/her request, be given an opportunity to explain the proposal at a GMS.
  • All other matters are subject to Korean Commercial Act or other related laws.

BOD’s Professionality

In the fast-changing business environment where strategic decision-making of the BOD is constantly required for business continuation, professionality and expertise is prerequisite for all board members to make timely and right decisions. At Hyosung Advanced Materials, the most highly qualified specialist is in charge of general management of business and takes on full responsible for management as the Managing Director of the BOD. Outside directors, contribute different perspectives to the Board that they bring from their professional background as specialists in finance, legal and public sector as well as provide advice from a objective point of view. Supporting organizations within the company assist outside directors in carrying out their professional duties as the BOD on the board of directors and committees. Prior to the BOD meeting, discussion materials and supplementary materials are provided in advance for a full review, and they also provide presentations of the key issues. In addition, to enhance their understanding of our business, they carry out regular site visits to our key production sites globally, and are provided with key issue updates frequently.

Executive directors

The registered members have been chosen based on their dates of registration.

  • Yongsoo ChoCEO
    • Term of officeMarch 18, 2023 ~ March 13, 2025
    • Possession of liability insuranceYes
    • Profile
      • Present) CEO of Hyosung Advanced Materials
      • Former) President, Hyosung Advanced Materials Business Strategic Office
      • Former) President, Industrial Materials PG Steel Wire Department
      • Former) President, Industrial Materials PG Planning & Management Office
  • H.S.Cho
    • Term of officeMarch 17, 2022 ~ March 16, 2024
    • Possession of liability insuranceYes
    • Profile
      • Present) Vice Chairman of Hyosung
      • Former) President, Industrial Materials PG
      • Former) Hyosung Chemicals PG CMO
      • Former) President, Hyosung Strategic HQ
      • Former) COO of Hyosung
  • Songjoo Choi
    • Term of officeMarch 18, 2023 ~ March 13, 2025
    • Possession of liability insuranceYes
    • Profile
      • Present) President of Carbon Aramid PU
      • Past) President of Hyosung Vietnam Fiber tire cords Plant
      • Past) President of Technical Yarn PU Ulsan Plant
      • Past) President of Carbon Fiber business division

Non-executive directors

The registered members have been chosen based on their dates of registration.

  • Dongkun Kim
    • Term of officeMarch 17, 2022 ~ March 16, 2024
    • Possession of liability insuranceYes
    • Profile
      • Present) Lawyer at Chunwoo Law firm
      • Past) Honorary Representative, Barun law firm
      • Past) President, Seoul High Court
  • Ingoo Han
    • Term of officeMarch 17, 2022 ~ March 16, 2024
    • Possession of liability insuranceYes
    • Profile
      • Present) Professor at the College of Business Administration, KAIST
      • Past) President of the Korean Academic Society of Business Administration
      • Past) Outside director/Member of the Audit Committee, Maeil Dairies Co., Ltd.
      • Past) Dean of Graduate School of Finance, KAIST
  • Sangyup Lee
    • Term of officeMarch 17, 2022 ~ March 16, 2024
    • Possession of liability insuranceYes
    • Profile
      • Present) Distinguished Professor, Dept. of Chemical and Biomolecular Engineering, KAIST
      • Present) President of KAIST
      • Past) Dean of the College of Life Science and Bioengineering, KAIST

Evaluation and Compensation of BOD

Directors are evaluated annually based on their specialty in corporate business and technology as well as their contribution at the BOD meetings, whose result is discussed at the BOD. Upon the evaluation results, compensation for the Board is payed fairly and transparently upon the approval of the general shareholders’ meeting. The remuneration of the Board is provided within the remuneration limit approved at the general meeting of shareholders.

Compensation for Directors and Auditors in 2022

(unit : Mil. KRW)
2022 remuneration status of directors and auditors
Persons Total Compensation Average Compensation per person
Registered directors
(exclusive of outside directors)
3 515 172
Outside directors
(including Audit Committee members)
3 162 54
Existing CEO severance pay - 999 -
Total 5 679 136

※ Per capita average remuneration amount is computed by dividing the total remuneration amount by the number of persons.

BOD Activities

BOD Operation

Our BOD is made up of six members (i.e., three inside directors and three outside directors). At the inaugural session of the BOD held on June 1, 2018 when we were spun off from Hyosung Corporation, we elected the Representative Director. The BOD operates the following three committees: Audit Committee, Outside Director Candidate Recommendation Committee, and Management Committee. is made up of six members (i.e., two inside directors and three outside directors). At the inaugural session of the BOD held on June 1, 2018 when we were spun off from Hyosung Corporation, we elected the Representative Director. The BOD operates the following three committees: Audit Committee, Outside Director Candidate Recommendation Committee, and Management Committee.

Independency and Transparency of the BOD

Our directors are elected by the General Meeting of Shareholders (GMoS). Inside director candidates are recommended by the BoD and outside director candidates by the Outside Director Candidate Recommendation Committee. Where there is a shareholder’s suggestion concerning election of directors based on relevant laws, the BoD may submit it as an agenda item to be deliberated by the GMoS within the extent permitted by law. The Company was spun off from Hyosung Corporation on June 1, 2018 and our initial inside/outside directors were elected through the approval of the spinoff plan by the extraordinary GMoS held on April 27, 2018.

Agenda of the Board of Directors Meeting 2022

2022년 이사회 운영현황 표(회차, 개최일자, 의안내용, Approved여부, 사외이사 참석현황 으로 구성)
Order Date Contents Result Attendance of outside directors
6 Nov. 10, 2022
  1. Approval of large-scale internal trading
  2. Approval of transactions between director, etc. and the company
  3. Report on the major managerial activities and financial statements for 3Q 2022
  4. Report on decisions made by the Management Committee in 3Q 2022
Approved 3/3
5 Jul. 27, 2022
  1. Approval of transactions between director, etc. and the company
  2. Report on the major managerial activities and financial statements for 2Q 2022
  3. Report on the status of operation of the internal accounting management system
  4. Report on the major ESG management activities in the 1st semester of 2022
  5. Report on decisions made by the Management Committee in 2Q 2022
Approved 3/3
4 Apr. 28, 2022
  1. Approval of large-scale internal trading
  2. Approval of transactions between director, etc. and the company
  3. Report on the major managerial activities and financial statements for 1Q 2022
  4. Report on decisions made by the Management Committee in 1Q 2022
Approved 2/3
3 Mar. 19, 2022
  1. Appointment of the Representative Director
  2. Appointment of the Chairperson of the Board of Directors
  3. Appointment of the members of the Outside Director Candidate Nominating Committee
  4. Appointment of the members of the Management Committee
Approved 3/3
2 Feb. 28, 2022
  1. Approval of the 4th (2021) Separate financial statements and sales report
  2. Decision on the date/hour, place, and objects of the 4th periodic GMoS
  3. Report on transactions between the largest shareholder, etc. and the company
  4. Report on the status of operation of the internal accounting management system
Approved 3/3
1 Jan. 26, 2022
  1. Approval of the 4th (2021) financial statements and sales report
  2. Approval of large-scale internal trading
  3. Approval of transactions between director, etc. and the company
  4. Approval of the 2022 Safety and Health Plan
  5. Report on the status of operation of the internal accounting management system in 2021
  6. Report on the result of the compliance-related support activities in 2021
  7. Report on the major ESG management activities in the 2nd semester of 2021
  8. Report on decisions made by the Management Committee in 4Q 2021
Approved 3/3
  • Agenda of the Board of Directors Meeting 2021
    2021년 이사회 운영현황 표(회차, 개최일자, 의안내용, Approved여부, 사외이사 참석현황 으로 구성)
    Order Date Contents Result Attendance of outside directors
    5 Oct. 29, 2021
    1. Approval of large-scale internal trading
    2. Approval of transactions between director, etc. and the company
    3. Appointment of compliance officer
    4. Report on the major managerial activities and financial statements for 3Q 2021
    5. Report on decisions made by the Management Committee in 3Q 2021
    Approved 3/3
    4 Jul. 29, 2021
    1. Report on the major managerial activities and financial statements for 2Q 2021
    2. Operating status and evaluation report of the internal accounting management system in the 1st semester of 2021
    3. Report on the evaluation of the status of operation of the internal accounting management system in the 1st semester of 2021
    4. Report on decisions made by the Management Committee in 2Q 2021
    Approved 3/3
    3 Apr. 30, 2021
    1. Approval of transactions between director, etc. and the company
    2. Report on the major managerial activities and financial statements for 1Q 2021
    3. Report on decisions made by the Management Committee in 1Q 2021
    Approved 3/3
    2 Feb. 25, 2021
    1. Decision on the date/hour, place, and objects of the 3rd periodic (2020) GMoS
    2. Report on transactions with the largest shareholder in 2020
    3. Report on the status of operation of the internal accounting management system
    Approved 3/3
    1 Jan. 29, 2021
    1. Approval of the 3rd (2020) financial statements and sales report
    2. Approval of large-scale internal trading
    3. Approval of transactions between director, etc. and the company
    4. Approval of the 2021 Safety and Health Plan
    5. Report on the status of operation of the internal accounting management system in 2020
    6. Report on the result of the compliance-related support activities in 2020
    7. Report on decisions made by the Management Committee in 4Q 2020
    Approved 3/3
  • Agenda of the Board of Directors Meeting 2020
    Agenda of the Board of Directors Meeting 2020
    Order Date Contents Result Attendance of outside directors
    7 Oct. 30, 2020
    1. Approval of large-scale internal transactions
    2. Approval of transactions between directors, etc. and the company
    3. 2020 3rd quarter report on key business activities and financial statements
    4. 2020 3rd quarter report on resolutions by the Management Committee
    Approved 3/3
    6 Jul. 30, 2020
    1. Approval of large-scale internal transactions
    2. Approval of transactions between directors, etc. and the company
    3. 2020 2nd quarter report on key business activities and financial statements
    4. Report on internal accounting control system operation and assessment
    5. 2020 2nd quarter report on resolutions by the Management Committee
    Approved 3/3
    5 Apr. 29, 2020
    1. 2020 1st quarter report on key business activities and financial statements
    2. Report on plans for reducing debt ratio for advanced materials
    3. 2020 1st quarter report on resolutions by the Management Committee
    Approved 3/3
    4 Mar. 21, 2020
    1. Election of representative director → Jeongmo Hwang elected as representative director
    2. Election of representative director → Jeongmo Hwang elected as representative director
    3. Election of Outside Directors Recommendation Committee members → Directors Donggeon Kim, Sangyeop Lee, and Jeongmo Hwang elected
    4. Election of Management Committee members → Jeongmo Hwang and Seunghan Kim elected
    Approved 3/3
    3 Feb. 27, 2020
    1. Approval of revision of 2nd Term (2019) Financial Statements
    2. Determination of date, venue, and agenda of the 2nd Term (2019) Regular General Shareholders' Meeting
    3. Report on the 2019 Performance of Transactions with the Largest Shareholder, etc.
    4. Report on operational status and assessment of internal accounting control system
    5. Report on results of compliance support activities
    Approved 3/3
    2 Feb. 05, 2020
    1. Approval of revision of 2nd Term (2019) Financial Statements
    Approved 3/3
    1 Jan. 31, 2020
    1. Approval of revision of 2nd Term (2019) Financial Statements and Business Report
    2. Approval of transactions between directors, etc. and the company
    3. Report of 2019 operational status and assessment of internal accounting control system
    4. 2019 4th quarter report of resolutions by the Management Committee
    Approved 3/3
  • Agenda of the Board of Directors Meeting 2019
    Agenda of the Board of Directors Meeting 2019
    Order Date Contents Result Attendance of outside directors
    6 Dec. 12, 2019
    1. Approval of transactions between the directors, etc. and the Company
    Approved 3/3
    5 Oct. 30, 2019
    1. Approval of large-scale internal transactions
    2. Approval of transactions between the directors, etc. and the Company
    3. Report on the major management activities and financial statements for 3Q 2019
    4. Report on the decisions made by the Management Committee in 3Q 2019
    Approved 2/3
    4 Jul. 26, 2019
    1. Approval of large-scale internal transactions
    2. Approval of transactions between the directors, etc. and the Company
    3. Election of compliance officer
    4. Report on the major management activities and financial statements for 2Q 2019
    5. Report on Hyosung's vision on hi-tech materials and mid-term management plan
    6. Report on the status of operation of the internal accounting management system
    7. Report on the decisions made by the Management Committee in 2Q 2019
    Approved 3/3
    3 Apr. 30, 2019
    1. Approval of large-scale internal transactions
    2. Report on the major management activities and financial statements for 1Q 2019
    3. Report on the decisions made by the Management Committee in 1Q 2019
    Approved 3/3
    2 Feb. 21, 2019
    1. Approval of financial statements and annual report for the 1st term (Jun. 1, 2018~Dec. 31, 2018)
    2. Partial amendment of the Articles of Incorporation pursuant to the enforcement of the Act on Electronic Registration of Stocks, Bonds, etc. in September 2019
    3. Decision on the date/hour, place and objects of the periodic GMoS for the 1st term (2018)
    4. Evaluation of status of the Audit Committee's operation of the In-house Accounting Management System
    Approved 3/3
    1 Jan. 31, 2019
    1. Approval of financial statements and annual report for the 1st term (Jun. 1, 2018~Dec. 31, 2018)
    2. Approval of transactions between the directors, etc. and the Company
    3. Approval of amendment of regulations pursuant to the enforcement of the new Act on External Audit of Stock Companies (Operation regulations of BoD, Audit Committee-related regulations)
    4. Report on the details of transactions with the largest shareholder, etc.
    5. Report on revision of regulations on the In-house Accounting Management System
    6. Report on the status of operation of the internal accounting management system
    7. Report on the result of compliance-related support activities
    8. Report on the decisions made by the Management Committee in 4Q 2018
    Approved 3/3
  • Agenda of the Board of Directors Meeting 2018
    Agenda of the Board of Directors Meeting 2018
    Order Date Contents Result Attendance of outside directors
    3 Oct.31.2018
    1. Approval of large-scale internal trading
    2. Report of major managerial activities and financial statements
    3. Report of resolutions passed in the Management Committee on the 3rd quarter of 2018
    Approved 3/3
    2 Aug.03.2018
    1. Approval of large-scale internal trading
    2. Report of major managerial activities and financial statements
    3. Report of the operation situation and evaluation of the Internal Accounting Control System
    4. Report of resolutions passed in the Management Committee on the 2nd quarter of 2018
    Approved 3/3
    1 Jun.01.2018
    1. Report of the matters of establishment and the approval of announcement for substituting inaugural general meeting
    2. Appointment of the Representative Director
    3. Appointment of the chairperson of the Board of Directors
    4. Appointment of the members of the Independent Director Recommendation Committee
    5. Appointment of the members of the Management Committee
    6. Appointment of the Compliance Officer
    7. Appointment of the Transfer Agent
    8. Establishment of the head office and branches
    9. Establishment of company regulations
    10. Approval of transactions between directors, etc. and the company
    11. Approval of transactions between the largest shareholder, etc. and the company
    Approved 2/3

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