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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 2019, the BOD consists of 5 directors including 2 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.

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.

  • Jungmo HwangCEO
    • Term of officeMarch 19, 2020 ~ March 18, 2022
    • Possession of liability insuranceYes
    • Profile
      • Present) CEO of Hyosung Advanced Materials
      • Past) concurrent President of Tire & Industrial Reinforcements PU and President of Hyosung Vietnam
      • Past) General Manager of Hyosung Chemical Fiber (Jiaxing)
  • Seunghan Kim
    • Term of officeMarch 19, 2020 ~ March 18, 2022
    • Possession of liability insuranceYes
    • Profile
      • Present) President of Technical Yarn PU(Concurrent President of Interior PU, Director of Aramid Business Division)
      • Past) Head of Distribution & Trading at Hwaseung Networks

Non-executive directors

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

  • Dongkun Kim
    • Term of officeMarch 19, 2020 ~ March 18, 2022
    • 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 19, 2020 ~ March 18, 2022
    • 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 19, 2020 ~ March 18, 2022
    • 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 2018

(unit : Mil. KRW)
Compensation for Directors and Auditors in 2018
Persons Total Compensation Average Compensation per person
Standing directors 2 674 337
Outside directors 3 - -
Directors from the Audit Committee 3 163 54

BOD Activities

BOD Operation

Our BOD is made up of five 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. is made up of five 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 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 5/5
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 4/5
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 5/5
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 5/5
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 5/5
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 5/5
  • 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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