To sustain transparent and accountable corporate principles, Hankook Tire has embraced a corporate governance system which recognizes and deals with a wide range of ethical issues to better manage our company and make decisions that benefit all stakeholders.
Hankook Tire's Audit Committee consists of three members, all of whom are outside directors (NED).
Hankook Tire has installed an Audit Committee under the Commercial Law in accordance with the Articles of Association and Article 415-2 of the Commercial Act, and the method of composition, etc. are as follows:
- 1. Members of the Committee shall be appointed according to the resolutions of the General Shareholders' Meeting.
- 2. The Audit Committee shall consist of three or more directors.
- 3. No more than one-third of the Committee shall consist of persons who fall under any subparagraph in Article 415-2 of the Commercial Act.
- 4. When due to the resignation, death, etc. of a NED Committee member, the Committee does not meet the composition requirements under Paragraph 3, it shall satisfy the requirements at the first General Shareholders' Meeting that convenes after the occurrence of such event.
- (Duties and Authority)
- 1. The Committee shall audit the accounting and operations of the company.
- 2. The Committee may at any time ask the directors for reports about the company's operation, or investigate the company's financial condition.
- 3. The Committee shall handle the items set forth in the laws and regulations other than those specified in Paragraph 1 or 2 above or in the Articles of Association, and the items delegated by the Board of Directors.
- (Method of Adopting Resolutions)
- A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting. In this case, the Committee may allow all or some of the members to not attend the meeting in person, and to all participate in the resolution using telecommunication devices which simultaneously receive and send video and audio data; the members shall in this case be considered as having attended the meeting in person.
- (Committee Chairperson)
- 1. The Committee shall select its Representative Chairperson among outside directors upon the majority attendance of the members in office, and through the majority decision of the attendants. In this case, several members may be selected to represent the Committee together.
- 2. The Committee Chairperson shall preside over the Committee's operation, and may separate the functions of each member for the efficient operation of the Committee.
- 3. In the event of any accident to the Chairperson, a member decided by the Committee shall deputize him/her.
- 1. The Committee shall consist of a Regular Committee and a Temporary Committee.
- 2. Regular Committee meetings shall in principle be held once quarterly. In the event of unavoidable circumstances, however, the Committee Chairperson may postpone or suspend the meetings.
- 3. Temporary committee meetings shall be held as often as needed.
- (Convening Authority)
- 1. The Chairperson shall convene the Committee meetings.
- 2. Each member shall be entitled to request the convocation of the Committee by presenting their bills and reasons to the Chairperson. In the case that the Chairperson does not convene the Committee without justifiable reasons, the member requesting the convocation may convene the Committee.
- (Convocation Procedure)
- 1. For the convocation of the Committee, the Committee shall determine the convening date and send the notification to each member one week in advance.
- 2. In the case of unanimous agreement by the members, the Committee shall be entitled to convene the meeting without the procedure stated in Paragraph 1.
- (Items for Discussion)
Discussion Items to be submitted to the Committee are as follows:
- 1. Details regarding the General Shareholders' Committee
- 2. Details regarding the directors and board of directors
- 3. Details regarding the audit
- (Committee Minutes)
- 1. Minutes shall be prepared with regard to the proceedings of a meeting of the board of directors.
- 2. The agenda, gist of the progress, results thereof, dissenters and reasons for their dissention shall be entered in the minutes, and the members present at the meeting shall write their names and affix seals, or sign thereon.
In order to facilitate the access to operational information needed for auditing by the Audit Committee, Hankook Tire has established "Audit Committee Operation Regulations," as its internal regulation; by specifying the permission to request the directors at any time for reports regarding the operations, or to investigate the company's financial status, it provides the basis for such activities.
The Audit Committee is comprised of the Regular Committee and the Temporary Committee, where the Regular Committee shall convene once every quarter. However, the chairperson reserves the right to postpone or suspend the meeting due to unavoidable circumstances. In this case, the Temporary Committee convenes as necessary.
The Committee is assembled by the chairperson. Each member reserves the right to demand assembly of the Committee by presenting the reason for such to the chairperson. If the chairperson chooses not to assemble the Committee without fair reason, the member who demanded the assembly may convene the meeting by him or herself.
In assembling the Committee, the date of the meeting is decided with notifications sent to each member one week before the date. However, upon agreement by all members, a meeting can be convened at an agreed time.
Resolutions of the Committee are made through the attendance of at least half of the members. However, members can permit participation in resolutions without direct attendance through such means as video conferencing. In such cases, the member(s) concerned is considered to have directly attended the meeting.
Matters to be referenced by the Committee are as include:
- 1) Those concerning the General Assembly of Shareholders
- A. Requests for the assembly of a Temporary General Assembly of Shareholders
- B. Testimonies related to motions and documents of a General Assembly of Shareholders
- 2) Those related to the directors and the Board of Directors
- A. Reports regarding the Board of Directors
- B. Writing and submission of audit reports
- C. Requests for attention regarding actions by directors in violation of the law
- D. Requests for reports regarding the activities of directors
- E. Other matters delegated by the Board of Directors
- 3) Those relating to audits
- A. Examinations of work processes and assets
- B. Investigations of subsidiaries
- C. Receipt of reports from directors
- D. Representations regarding lawsuits between the directors and the company
- E. Decisions on whether to present a lawsuit when there is a request for such in relation to the directors or a small number of shareholders
- F. Appointments and changes of external auditor and dismissal approvals
- G. Receipt of reports by the auditor on unfair acts related to work execution by directors, or facts on violations of legislation or articles of association
- H. Receipt of reports by the auditor regarding the facts of accounting standard violations by the company
- I. Plans for and results of audits
- J. Examinations of the feasibility for implementation of important accounting standards and presentation of changes in estimation methods used in accounting processes
- K. Evaluations of internal control systems (including the internal accounting management system)
- L. Evaluations regarding the audit activities of the auditor
- M. Confirmations of measures related to correction of audit results
- N. Agreements regarding the appointment of an individual responsible in the internal audit section
Members may demand the attendance of management, related staff and the external auditor in any meeting where such attendance is considered necessary for work execution. And in the case where such attendance is recognized as necessary, members may request advice from outside experts, in which the expenses will be covered by the company.
Meeting minutes are recorded at each Committee meeting. They include the agenda, issues discussed, results, individual opposing and the reasons for the opposition. The members attending the meeting seal or sign the minutes.
Major Activities of the Audit Committee
|Round||Date||Content of Bill||Approval Status||Name of Outside Director(NED)|
|Geon-Ho Cho||Choong-Hwan Cho||Seong-Pil Hong|
|Agree or Disagree|
|16-Regular-1||02/04/16||2015 global consolidated income 4th-quarter results report||Approved||Agree||Agree||Agree|
|2015 operational audit 4th-quarter results report|
|16-Temp-1||03/02/16||Internal accounting control system operation status report||Approved||Agree||Agree||Agree|
|Review of agenda presented at the Regular General Shareholders' Meeting|
|Communication with the governing body|
|Review and approval of external auditors' appointment|
|16-Regular-2||04/18/16||2016 global consolidated income 1st-quarter results report||Approved||Agree||Agree||Absent|
|2016 operational audit 1st-quarter results report|
|16-Regular-3||07/22/16||2016 global consolidated income 2nd-quarter results report||Approved||Agree||Agree||Agree|
|2016 operational audit 2nd-quarter results report|
|16-Regular-4||10/25/16||2016 global consolidated income 3rd-quarter results report||Approved||Agree||Agree||Absent|
|2016 operational audit 3rd-quarter results report|