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Corporate Governance

A company that raises
shareholder value, a company

that protects social values

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

A company that raises
shareholder value, a company

that protects social values

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.

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. 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. 2. Where the proposal concerns a shareholder's personal grievance;
    3. 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. 4. Where the proposal concerns a matter that involves the removal of incumbent director (whose period of service has not expired);
    5. 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

  • Yongsoo Cho
    CEO
    Yongsoo Cho
    Term of office
    2023.03.18 ~ 2025.03.13
    Possession of liability insurance
    Yes
    Profile
    • Present) CEO of Hyosung Advanced
      Materials
    • Past) President, Hyosung Advanced
      Materials Business Strategic
      Office
    • Past) President, Industrial Materials
      PG Steel Wire Department
    • Past) President, Industrial Materials
      PG Planning & Management
      Office
  • H.S.Cho
     
    H.S.Cho
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Vice Chairman of Hyosung
    • Past) President, Industrial Material
      PG
    • Past) Hyosung Chemicals PG CMO
    • Past) President, Hyosung Strategic
      HQ
    • Past) COO of Hyosung
  • Songjoo Choi
     
    Songjoo Choi
    Term of office
    2023.03.18 ~ 2025.03.13
    Possession of liability insurance
    Yes
    Profile
    • Present) Currently Carbon
      Aramid PU CTO
    • Past) President of Carbon
      Aramid PU
    • Past) President of Hyosung Vietnam
      Fiber tirecords Plant
    • Past) President of Technical Yarn PU
      Ulsan Plant
    • Past) President of Carbon Fiber
      business division

Non-executive directors

  • Dongkun Kim
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Lawyer at Chunwoo Law firm
    • Past) Honorary Representative,
      Barun law firm
    • Past) President, Seoul High Court
  • Ingoo Han
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Honorary Professor of KAIST,
      College of Administration
    • Present) Member of
      The National Academy of Sciences,
      Economics and Business
      Administration Subdivision
    • Present) Outside Director of LVMC
      Holdings
    • Past) President of KAIST TMBA
    • Past) President of KAIST FMBA
    • Past) Outside Director & Auditor of
      Maeil Dairies
    • Past) Chairman of the Korean
      Academic Society of Business
      Administration
  • Sangyup Lee
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    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)
Compensation for Directors and Auditors in 2022
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
Total 6 1,676 279
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※ Per capita average remuneration amount is computed by dividing the total remuneration amount by the number of persons.

※ The total sum of the compensation includes the retirement pay for the former CEO.

table
Name
2020 Hyosung Advanced Materials Corporate Governance Report 2020
2018 Corporate Governance Report of Hyosung Advanced Materials Corp. – Operation Principles and Rules of the BOD & its Sub-committees
Articles of association Hyosung Advanced Materials Articles of association

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

Agenda of the Board of Directors Meeting 2022
Order Date Contents Result Attendance of outside directors
Round 6 2022. 11. 10
  1. 1. Approval of large-scale internal trading
  2. 2. Approval of transactions between director, etc. and the company
  3. 3. Report on the major managerial activities and financial statements for 3Q 2022
  4. 4. Report on decisions made by the Management Committee in 3Q 2022
 Approved 3/3
Round 5 2022. 07. 27
  1. 1. Approval of transactions between director, etc. and the company
  2. 2. Report on the major managerial activities and financial statements for 2Q 2022
  3. 3. Report on the status of operation of the internal accounting management system
  4. 4. Report on the major ESG management activities in the 1st semester of 2022
  5. 5. Report on decisions made by the Management Committee in 2Q 2022
 Approved 3/3
Round 4 2022. 04. 28
  1. 1. Approval of large-scale internal trading
  2. 2. Approval of transactions between director, etc. and the company
  3. 3. Report on the major managerial activities and financial statements for 1Q 2022
  4. 4. Report on decisions made by the Management Committee in 1Q 2022
 Approved 2/3
Round 3 2022. 03. 19
  1. 1. Appointment of the Representative Director
  2. 2. Appointment of the Chairperson of the Board of Directors
  3. 3. Appointment of the members of the Outside Director Candidate Nominating Committee
  4. 4. Appointment of the members of the Management Committee
 Approved 3/3
Round 2 2022. 02. 28
  1. 1. Approval of the 4th (2021) Separate financial statements and sales report
  2. 2. Decision on the date/hour, place, and objects of the 4th periodic GMoS
  3. 3. Report on transactions between the largest shareholder, etc. and the company
  4. 4. Report on the status of operation of the internal accounting management system
 Approved 3/3
Round 1 2022. 01. 26
  1. 1. Approval of the 4th (2021) financial statements and sales report
  2. 2. Approval of large-scale internal trading
  3. 3. Approval of transactions between director, etc. and the company
  4. 4. Approval of the 2022 Safety and Health Plan
  5. 5. Report on the status of operation of the internal accounting management system in 2021
  6. 6. Report on the result of the compliance-related support activities in 2021
  7. 7. Report on the major ESG management activities in the 2nd semester of 2021
  8. 8. Report on decisions made by the Management Committee in 4Q 2021
 Approved 3/3
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Agenda of the Board of Directors Meeting 2021
Order Date Contents Result Attendance of outside directors
Round 5 2021. 10. 29
  1. 1. Approval of large-scale internal trading
  2. 2. Approval of transactions between director, etc. and the company
  3. 3. Appointment of compliance officer
  4. 4. Report on the major managerial activities and financial statements for 3Q 2021
  5. 5. Report on decisions made by the Management Committee in 3Q 2021
 Approved 3/3
Round 4 2021. 07. 29
  1. 1. Report on the major managerial activities and financial statements for 2Q 2021
  2. 2. Operating status and evaluation report of the internal accounting management system in the 1st semester of 2021
  3. 3. Report on the evaluation of the status of operation of the internal accounting management system in the 1st semester of 2021
  4. 4. Report on decisions made by the Management Committee in 2Q 2021
 Approved 3/3
Round 3 2021. 04. 30
  1. 1. Approval of transactions between director, etc. and the company
  2. 2. Report on the major managerial activities and financial statements for 1Q 2021
  3. 3. Report on decisions made by the Management Committee in 1Q 2021
 Approved 3/3
Round 2 2021. 02. 25
  1. 1. Decision on the date/hour, place, and objects of the 3rd periodic (2020) GMoS
  2. 2. Report on transactions with the largest shareholder in 2020
  3. 3. Report on the status of operation of the internal accounting management system
 Approved 3/3
Round 1 2021. 01. 29
  1. 1. Approval of the 3rd (2020) financial statements and sales report
  2. 2. Approval of large-scale internal trading
  3. 3. Approval of transactions between director, etc. and the company
  4. 4. Approval of the 2021 Safety and Health Plan
  5. 5. Report on the status of operation of the internal accounting management system in 2020
  6. 6. Report on the result of the compliance-related support activities in 2020
  7. 7. Report on decisions made by the Management Committee in 4Q 2020
 Approved 3/3
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Agenda of the Board of Directors Meeting 2020
Order Date Contents Result Attendance of outside directors
Round 7 2020. 10. 30
  1. 1. Approval of large-scale internal transactions
  2. 2. Approval of transactions between directors, etc. and the company
  3. 3. 2020 3rd quarter report on key business activities and financial statements
  4. 5. 2020 3rd quarter report on resolutions by the Management Committee
 Approved 3/3
Round 6 2020. 07. 30
  1. 1. Approval of large-scale internal transactions
  2. 2. Approval of transactions between directors, etc. and the company
  3. 3. 2020 2nd quarter report on key business activities and financial statements
  4. 4. Report on internal accounting control system operation and assessment
  5. 5. 2020 2nd quarter report on resolutions by the Management Committee
 Approved 3/3
Round 5 2020. 04. 29
  1. 1. 2020 1st quarter report on key business activities and financial statements
  2. 2. Report on plans for reducing debt ratio for advanced materials
  3. 3. 2020 1st quarter report on resolutions by the Management Committee
 Approved 3/3
Round 4 2020. 03. 21
  1. 1. Election of representative director → Jeongmo Hwang elected as representative director
  2. 2. Election of representative director → Jeongmo Hwang elected as representative director
  3. 3. Election of Outside Directors Recommendation Committee members → Directors Donggeon Kim, Sangyeop Lee, and Jeongmo Hwang elected
  4. 4. Election of Management Committee members → Jeongmo Hwang and Seunghan Kim elected
 Approved 3/3
Round 3 2020. 02. 27
  1. 1. Approval of revision of 2nd Term (2019) Financial Statements
  2. 2. Determination of date, venue, and agenda of the 2nd Term (2019) Regular General Shareholders' Meeting
  3. 3. Report on the 2019 Performance of Transactions with the Largest Shareholder, etc.
  4. 4. Report on operational status and assessment of internal accounting control system
  5. 5. Report on results of compliance support activities
 Approved 3/3
Round 2 2020. 02. 05
  1. 1. Approval of revision of 2nd Term (2019) Financial Statements
 Approved 3/3
Round 1 2020. 01. 31
  1. 1. Approval of revision of 2nd Term (2019) Financial Statements and Business Report
  2. 2. Approval of transactions between directors, etc. and the company
  3. 3. Report of 2019 operational status and assessment of internal accounting control system
  4. 4. 2019 4th quarter report of resolutions by the Management Committee
 Approved 3/3
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Agenda of the Board of Directors Meeting 2019
Order Date Contents Result Attendance of outside directors
Round 6 2019. 12. 12
  1. 1. Approval of transactions between the directors, etc. and the Company
 Approved 3/3
Round 5 2019. 10. 30
  1. 1. Approval of large-scale internal transactions
  2. 2. Approval of transactions between the directors, etc. and the Company
  3. 3. Report on the major management activities and financial statements for 3Q 2019
  4. 4. Report on the decisions made by the Management Committee in 3Q 2019
 Approved 2/3
Round 4 2019. 07. 26
  1. 1. Approval of large-scale internal transactions
  2. 2. Approval of transactions between the directors, etc. and the Company
  3. 3. Election of compliance officer
  4. 4. Report on the major management activities and financial statements for 2Q 2019
  5. 5. Report on Hyosung's vision on hi-tech materials and mid-term management plan
  6. 6. Report on the status of operation of the internal accounting management system
  7. 7. Report on the decisions made by the Management Committee in 2Q 2019
 Approved 3/3
Round 3 2019. 04. 30
  1. 1. Approval of large-scale internal transactions
  2. 2. Report on the major management activities and financial statements for 1Q 2019
  3. 3. Report on the decisions made by the Management Committee in 1Q 2019
 Approved 3/3
Round 2 2019. 02. 21
  1. 1. Approval of financial statements and annual report for the 1st term (Jun. 1, 2018~Dec. 31, 2018)
  2. 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. 3. Decision on the date/hour, place and objects of the periodic GMoS for the 1st term (2018)
  4. 4. Evaluation of status of the Audit Committee's operation of the In-house Accounting Management System
 Approved 3/3
Round 1 2019. 01. 31
  1. 1. Approval of financial statements and annual report for the 1st term (Jun. 1, 2018~Dec. 31, 2018)
  2. 2. Approval of transactions between the directors, etc. and the Company
  3. 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. 4. Report on the details of transactions with the largest shareholder, etc.
  5. 5. Report on revision of regulations on the In-house Accounting Management System
  6. 6. Report on the status of operation of the internal accounting management system
  7. 7. Report on the result of compliance-related support activities
  8. 8. Report on the decisions made by the Management Committee in 4Q 2018
 Approved 3/3
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Agenda of the Board of Directors Meeting 2018
Order Date Contents Result Attendance of outside directors
Round 3 2018. 10. 31
  1. 1. Approval of large-scale internal trading
  2. 2. Report of major managerial activities and financial statements
  3. 3. Report of resolutions passed in the Management Committee on the 3rd quarter of 2018
 Approved 3/3
Round 2 2018. 08. 03
  1. 1. Approval of large-scale internal trading
  2. 2. Report of major managerial activities and financial statements
  3. 3. Report of the operation situation and evaluation of the Internal Accounting Control System
  4. 4. Report of resolutions passed in the Management Committee on the 2nd quarter of 2018
 Approved 3/3
Round 1 2018. 06. 01
  1. 1. Report of the matters of establishment and the approval of announcement for substituting inaugural general meeting
  2. 2. Appointment of the Representative Director
  3. 3. Appointment of the chairperson of the Board of Directors
  4. 4. Appointment of the members of the Independent Director Recommendation Committee
  5. 5. Appointment of the members of the Management Committee
  6. 6. Appointment of the Compliance Officer
  7. 7. Appointment of the Transfer Agent
  8. 8. Establishment of the head office and branches
  9. 9. Establishment of company regulations
  10. 10. Approval of transactions between directors, etc. and the company
  11. 11. Approval of transactions between the largest shareholder, etc. and the company
 Approved 3/3
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Sub-committees of the BOD

Board Sub-committees

Board Sub-committees
Number of committees Members Key roles of the committees Activities in 2022
Management Committee (Total of 2 members) Internal Director Yongsoo Cho (Representative Committee Membe) Internal Director Songjoo Choi
  1. 1. Decision on the basic policy of corporate management and its changes
  2. 2. New business investment decision and investment
  3. 3. Matters concerning issuing bonds
  4. 4. Matters concerning the acquisition and disposal of important assets
  5. 5. Matters concerning the installation or closure of branches, plants, sales offices, business establishments local entities, and etc.
  6. 6. All matters expect those specified as matters to be granted to the BOD and those delegated to other committees.
 48 times
Outside Director Recommendation Committee (Total 3 members) Outside Director Kim Dong-geon (Representative Committee Member) Outside Director Lee Sang-yeop, Internal Director Cho Hyun-sang
  1. 1. Establishment, review, and revise the principles of appointing outside directors
  2. 2. Recommendation of candidates for directors to be appointed by the shareholders' meeting
  3. 3. Regular validation and management of director candidates
 2 times
Audit Committee (Total 3 members) Outside Director Han In-gu (Representative Committee Member) Outside Director Kim Dong-geon, Outside Director Lee Sang-yeop
  1. 1. Audit the work and performance of top management and directors
  2. 2. Appointment of external auditors
  3. 3. Other matters concerning audit tasks specified in the articles of association or internal regulations
 8 times
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Role and Operating Procedures of Each Committee

Article34(Committees)
  1. ①The Company shall establish the following committees within the Board of Directors.
    • Non-executive Director Candidate Recommendation Committee
    • Audit Committee
    • Management Committee
  2. ②The Company can establish an assortment of committees other than those specified in paragraph 1 within the Board of Directors by resolution of the Board of Directors for more efficient performance of the Company and the operation of the Board of Directors.
  3. ③Details regarding the composition, authority and operation of each committee shall be determined by resolution of the Board of Directors.
  4. ④The committees shall notify each director of resolutions. In this case, each director can request the relevant person to hold a meeting of the Board of Directors pursuant to Article 30 (2) within five days of receiving the notification, and the Board of Directors can rescind the resolutions made by the committee.
Article35(Non-executive Director Candidate Recommendation Committee)
  1. ①The Company shall establish a Non-executive Director Candidate Recommendation Committee for the recommendation of candidates for non-executive directors.
  2. ②The Non-executive Director Candidate Recommendation Committee shall be composed of two or more directors, and non-executive directors shall constitute at least one-half of the total number of the committee’s directors.
  3. ③The Non-executive Director Candidate Recommendation Committee shall select a person to represent the committee by resolution of itself.
  4. ④With regard to the resolution procedure for the Non-executive Director Candidate Recommendation Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members are in attendance.
Article36(Audit Committee)
  1. ①The Audit Committee shall consist of three or more directors, and two-thirds or more of its members shall be non-executive directors.
  2. ②The Audit Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
  3. ③With regard to the resolution procedure for the Audit Committee, all proposed resolutions shall be approved by two-thirds of the members present when a majority of all of the committee’s members are in attendance.
  4. ④The Audit Committee shall handle accounting and work audits for the Company and matters specified by the related rules and regulations of the Company, as well as matters delegated by the Board of Directors.
Article37(Management Committee)
  1. ①The Company shall establish a Management Committee composed of standing directors.
  2. ②The Management Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
  3. ③With regard to the resolution procedure for the Management Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members are in attendance.
  4. ④The Management Committee shall handle matters delegated by the Board of Directors in relation to the management of the Company.
Article38(Advisor and Counselor)
  1. ①An adviser or a counselor can be appointed by resolution of the board or by resolution of the committee entrusted with the job by the Board of Directors.
Article39(Manager)
  1. ①A manager can be appointed by resolution of the Board of Directors or by resolution of the committee entrusted with the job by the Board of Directors.
Standard Criterion on Governance

Audit Committee

The Audit Committee is composed by 3 outside directors including a finance and accounting specialist in accordance to the company’s Articles of Association and related law (Commercial Law 415-2, etc.). The committee carries out financial audit as well as audit of the company’s business.

Audit Committee Composition

(The names of standing auditor and non-standing auditors, their dates of appointment, terms of office, and, if an audit committee exists, the names of audit committee members)
  • Dongkun Kim
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Attorney at Chun Woo Law
      Firm
    • Present) Outside Director of IS
      Dongseo
    • Past) President of Seoul High Court
    • Past) Chairman of the Government
      Ethics Committee
    • Past) Honorary Representative of
      Barun Law Firm
  • Ingoo HanChairman, Finance & Accounting Specialist
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Honorary Professor of KAIST,
      College of Administration
    • Present) Member of
      The National Academy of Sciences,
      Economics and Business Administration
      Subdivision
    • Present) Outside Director of LVMC
      Holdings
    • Past) President of KAIST TMBA
    • Past) President of KAIST FMBA
    • Past) Outside Director & Auditor of
      Maeil Dairies
    • Past) Chairman of the Korean
      Academic Society of Business
      Administration
  • Sangyup Lee
    Term of office
    2022.03.17 ~ 2024.03.16
    Possession of liability insurance
    Yes
    Profile
    • Present) Special Professor of KAIST,
      Biological Sciences
    • Present) Vice-President of KAIST
      Research Center
    • Past) President of KAIST Biological
      Sciences
    • Past) President of KAIST Research
      Center

Status of external auditors elected

Status of external auditors elected
Corporate name Agreement period Latest audit opinion Service contents
Samil PricewaterhouseCoopers 2023.01.01~2025.12.31 Qualified Audit, etc.
Samil PricewaterhouseCoopers 2020.01.01~2022.12.31 Qualified Audit, etc.
Samduk Nexia Accounting 2018.06.01~2019.12.31 Qualified Audit, etc.
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Audit Committee Activities

Operational status of audit committee 2022
Order Date Contents Result Attendance of outside directors
Round 8 2022. 12. 16
  1. 1. Election of outside auditors
  2. 2. Concluded a non-audit service contract with an auditor
 Approved 3/3
Round 7 2022. 11. 10
  1. 1. Report on the financial statements for 3Q 2021
 Approved 3/3
Round 6 2022. 07. 27
  1. 1. Report on the financial statements for 2Q 2021
  2. 2. Report on the status of operation of the internal accounting management system
  3. 3. Report on the assessment on the status of operation of the internal accounting management system
 Approved 3/3
Round 5 2022. 04. 28
  1. 1. Report on Possible Governance Improvements
  2. 2. Report on the financial statements for 1Q 2022
  3. 3. Operating plan for the 2022 Audit Committee Activities
 Approved 2/3
Round 4 2022. 03. 19
  1. 1. Appointment of representative audit committee member
 Approved 3/3
Round 3 2022. 02. 24
  1. 1. Submission of audit report on the 4th (Year 2021) financial statements and business report
 Approved 3/3
Round 2 2022. 02. 24
  1. 1. Report on the 4th (2021) Separate financial statements and sales report
  2. 2. Evaluation on the operating status assessment of the internal accounting management system in 2021
  3. 3. Submission of audit opinion on the internal audit system
 Approved 3/3
Round 1 2022. 01. 26
  1. 1. Report on the financial statements for 4Q 2021
  2. 2. Report on the status of operation of the internal accounting management system in 2021
 Approved 3/3
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Operational status of audit committee 2021
Order Date Contents Result Attendance of outside directors
Round 5 2021. 10. 29
  1. 1. Report on the financial statements for 3Q 2021
 Approved 3/3
Round 4 2021. 07. 29
  1. 1. Report on the financial statements for 2Q 2021
  2. 2. Report on the status of operation of the internal accounting management system in the 1st semester of 2021
  3. 3. Report on the assessment on the status of operation of the internal accounting management system in the 1st semester of 2021
 Approved 3/3
Round 3 2021. 04. 30
  1. 1. Report on the financial statements for 1Q 2021
  2. 2. Operating plan for the 2021 Audit Committee Activities
 Approved 3/3
Round 2 2021. 02. 25
  1. 1. Evaluation on the operating status assessment of the internal accounting management system in 2020
  2. 2. Submission of audit opinion on the internal audit system
  3. 3. Submission of audit report on the 3rd (Year 2020) financial statements and business report
 Approved 3/3
Round 1 2021. 01. 29
  1. 1. Report on the financial statements for 2020
  2. 2. Report on the status of operation of the internal accounting management system in 2020
 Approved 3/3
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Operational status of audit committee 2020
Order Date Contents Result Attendance of outside directors
Round 7 2020. 10. 30
  1. 1. 2020 3rd quarter report on financial statements
 Approved 3/3
Round 6 2020. 07. 30
  1. 1. Assessment of operational status of internal accounting control system
  2. 2. 2020 2nd quarter report on financial statements
  3. 3. Report on operational status of internal accounting control system
 Approved 3/3
Round 5 2020. 04. 29
  1. 1. 2020 1st quarter report on financial statements
  2. 2. Consultation and report on non-audit service contract with auditors
  3. 3. 2020 report on the Audit Committee's operational plans
 Approved 3/3
Round 4 2021. 03. 21
  1. 1. Election of Audit Committee chair (representative) → Director Ingu Han elected
 Approved 3/3
Round 3 2021. 02. 27
  1. 1. Submission of Audit report on 2nd Term (2019) Financial Statements and Business Report
 Approved 3/3
Round 2 2021. 02. 27
  1. 1. Assessment of 2019 operational status of internal accounting control system
  2. 2. Submission of audit opinion on internal monitoring devices
 Approved 3/3
Round 1 2021. 01. 31
  1. 1. Report on 2019 4th quarter financial statements
  2. 2. Report on 2019 operational status and assessment of internal accounting control system
 Approved 3/3
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Operational status of audit committee 2019
Order Date Contents Result Attendance of outside directors
Round 7 2019. 12. 12
  1. 1. Election of outside auditors (2020~2022)
 Approved 3/3
Round 6 2019. 10. 30
  1. 1. Report on the financial statements for 3Q 2019
 Approved 3/3
Round 5 2019. 07. 26
  1. 1. Report on the financial statements for 2Q 2019
  2. 2. Report on the status of operation of the internal accounting management system
 Approved 3/3
Round 4 2019. 04. 30
  1. 1. Report on the financial statements for 1Q 2019
  2. 2. Report on the plan for operation of the Audit Committee in 2019
 Approved 3/3
Round 3 2019. 02. 21
  1. 1. Submittal of the Auditor’s report on financial statements and business report concerning the 1st term (2018)
 Approved 3/3
Round 2 2019. 02. 21
  1. 1. Submittal of report on evaluation of the operation status of the internal accounting management system 2018
  2. 2. Submittal of the Auditor’s opinion on the internal watch system
 Approved 3/3
Round 1 2019. 01. 31
  1. 1. Revision of regulations on the In-house Accounting Management System
  2. 2. Report on financial statements for the 1st term (Jun. 1, 2018~Dec. 31, 2018)
  3. 3. Report on revision of Audit Committee-related regulations
  4. 4. Report on the status of operation of the internal accounting management system
  5. 5. Report on election of outside auditors 2019
  6. 6. Report on the status of non-audit service agreements signed with outside auditors
 Approved 3/3
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General Meeting of Shareholders

Status of general shareholders meetings held

Status of general shareholders meetings held
Classification 2023 5th regular
general shareholders meeting		 2022 4th regular
general shareholders meeting		 2021 3rd regular
general shareholders meeting
Date the convocationwas resolved February 23 2023 February 24 2022 February 25 2021
Date the convocationwas announced February 23 2023 February 24 2022 February 25 2021
Date the general shareholders meeting was held March 16, 2023 (Thu) March 17, 2022 (Thu) March 18, 2021 (Thu)
Period between dates the general shareholders meeting was announced and held 21 days before the shareholders meeting 21 days before the general shareholders meeting 21 days before the general shareholders meeting
Venue/Region Head Office/Mapo-gu, Seoul Head Office/Mapo-gu, Seoul Head Office/Mapo-gu, Seoul
Method of notifying shareholders of items concerning the general shareholders meeting Send notice on convocation of general meeting of shareholders on 1% or more, Disclosure on e-Disclosure system in the Financial Supervisory Service and Exchange on less than 1% Send notice on convocation of general meeting of shareholders on 1% or more, Disclosure on e-Disclosure system in the Financial Supervisory Service and Exchange on less than 1% Send notice on convocation of general meeting of shareholders on 1% or more, Disclosure on e-Disclosure system in the Financial Supervisory Service and Exchange on less than 1%
Notice of convocationby a method by which foreignshareholders can understand Notice in English on the convocation of general meeting of shareholders Notice in English on the convocation of general meeting of shareholders Notice in English on the convocation of general meeting of shareholders
Details Attendance by board members 2 out of 5 members attended 2 out of 5 members attended 2 out of 5 members attended
Attendance by Auditors and Audit Committee members out of 3 members attended (Representative Auditor) out of 3 members attended (Representative Auditor) out of 3 members attended (Representative Auditor)
Key contents of statements by shareholders 1) Shareholders providing statement: 2EA (2 individual shareholders) 2) Summary of main statements: Opinion on agreement to the agenda 1) Shareholders providing statement: 2EA (2 individual shareholders) 2) Summary of main statements: Opinion on agreement to the agenda 1) Shareholders providing statement: 1EA (1 individual shareholders) 2) Summary of main statements: Opinion on agreement to the agenda
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Whether held at different venues, write-in/e-vote exercised, or proxy voting recommended or not

Whether held at different venues, write-in/e-vote exercised, or proxy voting recommended or not
Classification 2023 5th regular general shareholders meeting 2022 4th regular general shareholders meeting 2021 3rd regular general shareholders meeting
Whether the regular general shareholders meeting was held at different venues Relevant Yes Yes
Write-in voting exercised No No No
e-voting exercised No No No
Proxy voting recommended or not Yes Yes Yes
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Details of pro and con votes by agenda item of 5th Term Regular General Shareholders Meeting

Details of pro and con votes by agenda item of 5th Term Regular General Shareholders Meeting
Agenda item Resolution category Purpose (agenda)
items of the meeting		 Approved or not Total number of shares issued with voting rights (①) Number of shares with voting rights (A) among those under ① 1) Number of assenting shares (B) (attendance rate, %) 2)
Number of opposing or abstaining votes (C) (ratio, %) 3)
Agenda item No. 1 Normal Approval of the 4th-Term (‘21. 1. 1 ~ '22. 12. 31) Financial Statements Approved 4,468,022 2,620,541(58.7%) 2,590,254 (98.8%)
30,287(1.2%)
Agenda item No. 2 Normal Partial amendment of Articles of incorporation Approved 4,468,022 2,620,541 (58.7%) 2,233,275(85.2%)
387,266 (14.8%)
Agenda item No. 3 Agenda No. 3-1 Normal Approval of Internal Director Yongsoo Cho Approved 4,468,022 2,620,541 (58.7%) 2,618,547(99.9%)
1,994 (0.1%)
Agenda No. 3-2 Normal Approval of Internal Director Songjoo Choi Approved 4,468,022 2,620,541(58.7%) 2,617,195(99.9%)
3,346(0.1%)
Agenda item No. 4 Normal Approval of limitsof directors’ remuneration Approved 4,468,022 2,620,541(58.7%) 2,106,239(80.4%)
514,234(19.6%)
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※ Number and ratio of shares represented by attending shareholders except for the largest shareholders and related parties: 619,265 shares (23.6%)

  • 1) Numbers of shares (A) = Number of shares (B) + Number of shares (C)
  • 2) Ratio of assenting shares (%) = (B/A) x 100
  • 3) Ratio of opposing and abstaining shares (%) = (C/A) x 100
Details of pro and con votes by agenda item of 4rd Term Regular General Shareholders Meeting
Agenda item Resolution category Purpose (agenda) items of the meeting Approved or not Total number of shares issued with voting rights (①) Number of shares with voting rights (A) among those under ① 1) Number of assenting shares (B) (attendance rate, %) 2)
Number of opposing or abstaining votes (C) (ratio, %) 3)
Agenda item No. 1 Normal Approval of the 4th-Term (‘21. 1. 1 ~ '22. 12. 31) Financial Statements Approved 4,468,022 2,739,229(61.3%) 2,705,158 (98.8%)
34,071 (1.2%)
Agenda item No. 2 Agenda No. 2-1-1 Normal Appointment of Internal Director Cho Hyun-sang Approved 4,468,022 2,739,229(61.3%) 2,029,488 (74.1%)
709,741 (25.9%)
Agenda No. 2-1-2 Normal Appointment of Internal Director Lee Geon-jong Approved 4,468,022 2,739,229(61.3%) 2,728,855 (99.6%)
10,374 (0.4%)
Agenda No. 2-1-3 Normal Approval of Internal Director Lee Seung-han Approved 4,468,022 2,739,229(61.3%) 2,719,557 (99.3%)
19,672 (0.7%)
Agenda No. 2-2-1 Normal Approval of Internal Director Kim Dong-geon Approved 4,468,022 2,739,229(61.3%) 2,702,405 (98.7%)
36,824 (1.3%)
Agenda No. 2-2-2 Normal Approval of Outside Director Lee Sang-yeop Approved 4,468,022 2,739,229(61.3%) 2,712,571 (99.0%)
27,378 (1.0%)
Agenda item No. 3 Normal Approval of Outside Director Han In-gu as Audit Committee member Approved 2,704,115 975,322(36.1%) 956,109 (98.0%)
19,213 (2.0%)
Agenda item No. 4 Agenda No. 4-1 Normal Appointment of Kim Dong-geon as Audit Committee member Approved 2,704,115 975,322(36.1%) 946,629 (97.8%)
28,693 (2.2%)
Agenda No. 4-2 Normal Approval of Lee Sang-yeop as Audit Committee member Approved 2,704,115 975,322(36.1%) 954,222 (97.8%)
21,100 (2.2%)
Agenda item No. 5 Normal Approval of limits of directors’ remuneration Approved 4,468,022 2,739,229(61.3%) 2,157,352 (78.8%)
581,876 (21.2%)
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※ Number and ratio of shares represented by attending shareholders except for the largest shareholders and related parties : 749,233shares(16.8%)

※ Indicate the number of shares excluding those whose voting right is restricted (over 3%) for the election of Audit Committee members

  • 1) Numbers of shares (A) = Number of shares (B) + Number of shares (C)
  • 2) Ratio of assenting shares (%) = (B/A) x 100
  • 3) Ratio of opposing and abstaining shares (%) = (C/A) x 100
Details of pro and con votes by agenda item of 3rd Term Regular General Shareholders Meeting
Agenda item Resolution category Purpose (agenda) items of the meeting Approved여부 Total number of shares issued with voting rights (①) Number of shares with voting rights (A) among those under ① 1) Number of assenting shares (B) (attendance rate, %) 2)
Number of opposing or abstaining votes (C) (ratio, %) 3)
Agenda item No. 1 Normal Approval of 3rd term ('20. 1. 1 ~ '20. 12. 31) financial statements Approved 4,468,022 2,450,661(54.8%) 2,438,379 (99.5%)
12,282 (0.5%)
Agenda item No. 2 Extraordinary Partial amendment of Articles of incorporation Approved 4,468,022 2,450,661(54.8%) 2,450,661 (100.0%)
-
Agenda item No. 3 Normal Approval of limits of directors’ remuneration Approved 4,468,022 2,450,661(54.8%) 2,264,061 (92.4%)
186,600 (7.6%)
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※ Number and ratio of shares represented by attending shareholders except for the largest shareholders and related parties: 461,907 shares (10.3%)

  • 1) Numbers of shares (A) = Number of shares (B) + Number of shares (C)
  • 2) Ratio of assenting shares (%) = (B/A) x 100
  • 3) Ratio of opposing and abstaining shares (%) = (C/A) x 100
Details of pro and con votes by agenda item of 2nd Term Regular General Shareholders Meeting
Agenda item Resolution category Purpose (agenda) items of the meeting Approved여부 Total number of shares issued with voting rights (①) Number of shares with voting rights (A) among those under ① 1) Number of assenting shares (B) (attendance rate, %) 2)
Number of opposing or abstaining votes (C) (ratio, %) 3)
Agenda item No. 1 Normal Approval of 2nd term (2019. 01. 01 ~ 2019. 12. 31) financial statements Approved 4,468,022 3,034,132(67.9%) 2,961,289 (97.6%)
72,843 (2.4%)
Agenda item No. 2 Agenda No. 2-1-1 Normal Election of Jeongmo Hwang as internal director Approved 4,468,022 3,034,132(67.9%) 2,958,674 (97.5%)
75,458 (2.5%)
Agenda item No. 2-1-2 Normal Election of Seunghan Kim as internal director Approved 4,468,022 3,034,132(67.9%) 2,998,041 (98.8%)
36,091 (1.2%)
Agenda item No. 2-2-1 Normal Election of Donggeon Kim as internal director Approved 4,468,022 3,034,132(67.9%) 2,999,788 (98.9%)
34,344 (1.1%)
Agenda item No. 2-2-2 Normal Election of Ingu Han as external director Approved 4,468,022 3,034,132(67.9%) 2,968,377 (97.8%)
65,755 (2.2%)
Agenda item No. 2-2-3 Normal Election of Sangyeop Lee as external director Approved 4,468,022 3,034,132(67.9%) 3,002,633 (99.0%)
31,499 (1.0%)
Agenda item No. 3 Agenda item No. 3-1 Normal Election of Donggeon Kim as Audit Committee member Approved 2,528,878 1,094,988(43.3%) 1,064,595 (97.2%)
30,303 (2.8%)
Agenda item No. 3-2 Normal Election of Ingu Han as Audit Committee member Approved 2,528,878 1,094,988(43.3%) 1,029,233 (94.0%)
65,755 (6.0%)
Agenda item No. 3-3 Normal Election of Sangyeop Lee as Audit Committee membe Approved 2,528,878 1,094,988(43.3%) 1,065,854 (97.3%)
29,134 (2.7%)
Agenda item No. 4 Normal Approval of limits of directors’ remuneration Approved 4,468,022 3,034,132(67.9%) 2,450,416 (80.8%)
583,716 (19.2%)
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※ Number and ratio of shares represented by the attending shareholders except for the largest shareholders and related parties : 749,233shares(16.8%)

※ Indicate the number of shares excluding those whose voting right is restricted (over 3%) for the election of Audit Committee members

  • 1) Numbers of shares (A) = Number of shares (B) + Number of shares (C)
  • 2) Ratio of assenting shares (%) = (B/A) x 100
  • 3) Ratio of opposing and abstaining shares (%) = (C/A) x 100
Details of pro and con votes by agenda item of 1st Term Regular General Shareholders Meeting
Agenda item Resolution category Purpose (agenda) items of the meeting Approved여부 Total number of shares issued with voting rights (①) Number of shares with voting rights (A) among those under ① 1) Number of assenting shares (B) (attendance rate, %) 2)
Number of opposing or abstaining votes (C) (ratio, %) 3)
Agenda item No. 1 Normal Approval of 1st term (2018. 06. 01 ~ 2018. 12. 31) financial statements Approved 4,468,022 3,223,079(72.1%) 3,146,041 (97.6%)
77.038 (2.4%)
Agenda item No. 2 Extraordinary Partial amendment of Articles of incorporation Approved 4,468,022 3,223,079(72.1%) 3.223,079 (100%)
0 (0%)
Agenda item No. 3 Normal Approval of limits of directors’ remuneration Approved 4,468,022 3,223,079(72.1%) 3.223,079 (100%)
0 (0%)
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※ Number and ratio of shares represented by attending shareholders except for the largest shareholders and related parties: 461,907shares(10.3%)

  • 1) Numbers of shares (A) = Number of shares (B) + Number of shares (C)
  • 2) Ratio of assenting shares (%) = (B/A) x 100
  • 3) Ratio of opposing and abstaining shares (%) = (C/A) x 100

Credit Rating

Credit Rating

Credit Rating
Year Review Target Credit Rating Rating Agency
2023 Commercial Paper A2 NICE Information Service
2023 Commercial Paper A2 Korea Investors Service, Inc.
2023 Corporate Bonds A/Positive NICE Information Service
2023 Corporate Bonds A/Positive Korea Investors Service, Inc.
2022 Commercial Paper A2 NICE Information Service
2022 Commercial Paper A2 Korea Investors Service, Inc.
2022 Corporate Bonds A/Positive NICE Information Service
2022 Corporate Bonds A/Positive Korea Investors Service, Inc.
2021 Commercial Paper A2 NICE Information Service
2021 Commercial Paper A2 Korea Investors Service, Inc.
2021 Corporate Bonds A/Positive NICE Information Service
2021 Corporate Bonds A/Stable Korea Investors Service, Inc.
2020 Commercial Paper A2 NICE Information Service
2020 Commercial Paper A2 Korea Investors Service, Inc.
2020 Corporate Bonds A/Positive NICE Information Service
2020 Corporate Bonds A/Stable Korea Investors Service, Inc.
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