Hankook Tire Corporate Governance
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. The Audit Committee members shall be elected by resolution of the general meeting of shareholders.
- 2. The Committee shall consist of three or more directors, and two-thirds of the Audit Committee members shall be the external directors.
- 3. At least one member of the Audit Committee shall be an accounting or financial specialist as defined in Article 542-11 (2) of the Commercial Act, and the non-external director shall meet the requirement of Article 542-11 (3) of the Commercial Act.
- 4. If the external director is disqualified due to a reason such as resignation or death, pursuant to Ratio of External Directors in Article 2 or Organization Requirement of the Committee in Article 3, it shall be made to conform to the Organization Requirement at the first general shareholders' meeting after such the reason occurred.
- (Duty and Authority)
- 1. The Committee shall audit execution of the director's duties.
- 2. The Committee may exercise the following authority:
- - Request the operation report for the directors, and investigate work and property status of the company
- - Request the operation report for the subsidiaries and investigate the subsidiaries' work and property status
- - Request for convening of the interim shareholders' meeting
- - Right to receive professional assistance at the company's expense
- - Giving an opinion on the Audit Committee member dismissal
- - Receipt of the director's report
- - Claim for the director's misconduct
- - Elect a company representative in litigation with directors vs. company
- - Confirm the facts and notice about the Internal reporting of the accounting fraud and confidentiality of the reporter's identity and disadvantage of the reporter whom may be mistreated
- - Consent to the Board of Directors' approval of the financial statements (including consolidated financial statements)
- - Assess revision of the Internal Accounting Management Regulation and its operation
- - Selection of an external auditor
- 3. The Committee may request each of the following articles, and the person who receives the request shall comply with it unless he/she has a specific reason.
- - All materials, Information and expenses within the company required to perform the duties
- - Attendance and answer of the relevant party
- - Warehouse, safekeeping, books and related documents, proof, items, etc.
- - Others necessary for the audit
- 4. The Committee may ask the head of each department to make a report immediately if there is any employee misconduct or serious negligence. In this case, the Committee shall undertake a special audit immediately.
- (Duty and Responsibility)
- 1. The auditor shall perform his/her duties of the company with in a sincere manner as a good manager.
- 2. The auditor shall not disclose any business secret of the company learned during the employment as well as after the retirement.
- 3. The Committee shall report any matter to the board of directors when it finds a director has acted in violation of the laws or is concerned with a possibility of such action.
- 4. In the event where the auditor deliberately or negligently violates any law or the Articles or neglect his/her duty, the member shall be jointly liable to the company for any damage. However, the auditor's responsibilities may be reduced as stipulated in the Articles.
- 5. When the auditor dismisses his/her duty due to a malice or grave error, the member shall be jointly liable to the third party or any damage.
- (Resolution Method)
- 1. The resolution of the Committee shall be made by a majority of the registered Committee members and the attending members.
- 2. The Committee may allow all auditors to participate in the resolution meeting by means of communication which allows all auditors to send and receive voice at the same time without physically attending the meeting, thereby the auditor is considered to attend the meeting in the current year. However, in a case where the Act requires a face-to-face meeting, the auditor may be allowed to participate in the resolution meeting only in the remote video conference which is carried out at different places equipped with the devices transmitting and receiving video and audio at the same time.
- 3. Any person with a special interest in the Committee's proposal shall not exercise any voting right. In this case, the number of voting right that can not be exercised shall not be included in the number of the attending auditor's voting right.
- 1. The Committee shall select a chairman among the external directors to represent the Committee by a resolution under Article 15. In this case, the audit of the several members may jointly decide to represent the Committee.
- 2. The chairman may oversee the work of the Committee and make it work for each Committee member for its efficient operation.
- 3. When a chairman is absent, a member appointed by the Committee shall act for the position.
- 1. The Committee shall be a regular Committee and an interim Committee .
- 2. The regular Committee is held once a quarter. However, in unavoidable circumstances, the chairman may postpone or suspend the meeting.
- 3. The interim Committee shall be held from time to time as needed.
- 1. The Committee shall be convened by the chairman.
- 2. Each auditor may request the chairman to convene a Committee by clarifying the proposal and its reasons. If the chairman fails to convene a Committee without due cause, the auditor may convene one.
- 1. In order to convene a Committee , a meeting must be scheduled and a notice must be sent to each auditor one week before it.
- 2. The Committee may hold a meeting at any time without the procedure set out in Article 1, with a consent of all auditors. However, in certain circumstances, the chairman may postpone or suspend the meeting.
- The Committee shall be responsible for:
- 1. Matters concerning the shareholders' meeting
- 2. Matters concerning the directors and board of directors
- 3. Matters concerning the audit
- 1. Minutes of the Committee shall be prepared.
- 2. The minutes shall include the agenda, proceedings, conclusion, objection and the reasons for the objection, which shall be written and signed by the attending auditor.
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.
Audit Committee Member
Chung Hwan Cho (elected on Mar 26, 2018)
- Chairman of the Audit Committee
- Chairman of the External Director Candidate Recommendation Committee
- Chairman of the Internal Transactions Committee
- 1964 Graduated from Seoul National University with Law School degree
- 1979 Director of Samsung C&T Corporation
- 2007 Hankook Tire Vice Chairman
Sung Phil Hong (elected on Mar 26, 2018)
- External Director Candidate Recommendation Committee
- Non-Executive Directors Nomination Committee
- 1986 M.D., Ph.D. of Law at Seoul National University
- 2002 M.D., Ph.D. at Yale Law School, USA
- Current) Professor of Law School at Yonsei University
Chang Hwa Jeong (elected on Mar 26, 2018)
- External Director Candidate Recommendation Committee
- Non-Executive Directors Nomination Committee
- 2006 Ph.D of Business Administration at Western Ontario University
- Current) Professor of Business School at Korea University
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.
Name of the Audit Committee members
|Name of Outside Director|
|Geun-Ho Joh||Chung-Hwan Joh||Sung-Pil Hong||Chang-Hwa Jeong|
|Report on 2017 Q4 Global Consolidated Earning/Loss||Approved||Absent||Agreed||Agreed||N/A|
|Reporting of 2017 Q4 Business Audit Results|
|Reporting of the Internal Accounting Control System Operation||Approved||Agreed||Agreed||Agreed|
|Reporting of 2017 Financial Statements|
|Review of the regular shareholders meeting sub-agenda|
|Appointing the Audit Committee Chairman||Approved||N/A||Agreed||Agreed||Agreed|
|Reporting of 2018 Q1 Global Consolidated Earning/Loss||Approved||Agreed||Absent||Agreed|
|Reporting of 2018 Q1 Business Audit Results|
|Reporting of 2018 Audit Plans and Key Audits||Approved||Agreed||Agreed||Agreed|
|Report on 2018 1H Global Consolidated Earning/Loss||Approved||Agreed||Agreed||Agreed|
|Reporting of 2018 1H Business Audit Results|
|2018 Key Audits Selection|
|Report on 2018 Q3 Global Consolidated Earning/Loss||Approved||Agreed||Agreed||Agreed|
|Reporting of 2018 Q3 Business Audit Results|
|Selection of external auditor||Approved||Agreed||Agreed||Agreed|
※ On March 26, 2018, Director Geun-Ho Joh has been resigned, Director Chang-Hwa Jeong has been appointed as a new member.