Governance - Hankook Tire ESG | Hankook Tire Global go to main prd

Governance

Hankook Tire & Technology practices a transparent and stable management policy.

Philosophy

  • governance-02

    Strict Ethical Management

    We review ethical risks, suggest directions for ethical decisions, and further reinforce the operational system designed to report unethical behaviors, as part of our continuous efforts to internalize ethical management.

  • governance-01

    Transparent Governance

    We have established an advanced corporate governance with a focus on the BOD to protect the rights of shareholders and improve transparency and expertise in the corporate management, thereby putting the highest priority on the interests of the company and various stakeholders and ensuring a transparent decision-making process.

Board of Directors

Executive Director

governance-directors-01
Jongseon Ahn
  • • Current) Co-CEO and President of Hankook Tire & Technology (and Head of Management Innovation Headquarters)
  • • Former) CEO and President of Hankook & Company (and Head of ES Business Headquarters)
  • • Former) COO and President of Hankook & Company (and Head of ES Business Headquarters)
  • • Member of the Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
  • • Date of initial appointment : March 26, 2025
  • • Expected date of term expiration : March 26, 2028
governance-directors-02
Sanghoon Lee
  • • Current) Co-CEO and President of Hankook Tire & Technology (and Head of Marketing Headquarters)
  • • Former) Executive Vice President, Head of Europe Headquarters, Hankook Tire & Technology
  • • Former) Senior Vice President , Head of China Regional Headquarters, Hankook Tire
  • • Chairperson of the Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
  • • Date of initial appointment : March 26, 2025
  • • Expected date of term expiration : March 26, 2028
Jeongsoo Park
  • • Current) Senior Vice President, Head of Finance & Accounting Division, Hankook Tire & Technology
  • • Current) Senior Vice President, Head of Financial Planning Office, Hankook & Company
  • • Former) Vice President, Head of Finance & Accounting Department, Hankook Tire & Technology
  • • Member of the Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
  • • Date of initial appointment : March 26, 2025
  • • Expected date of term expiration : March 26, 2028

Independent Director

Jonggap Kim
  • Chairperson of the Board
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Internal Transaction Committee
  • Member of the Compensation Committee
  • Bachelor of the Business Administration, Yonsei University
  • Master’s Degree from Duke University
  • Barclays Bank Seoul Branch
  • Execitove of Citibank Seoul Branch
  • Representative of Deutsche Bank Seoul Branch
  • Date of initial appointment: March 30, 2021
  • Expected date of term expiration: March 30, 2027
Youngjae Kang
  • Chair of the Related Party Transactions Committee
  • Member of Compensation Committee
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • M.A. in Economics, Seoul National University
  • Ph.D. in Economics, Princeton University
  • Vice President, N Platform
  • Vice President, HiteJinro
  • Chief Executive Officer, HiteJinro Beverage
  • Co-Chief Executive Officer, Koisra Seed Partners
  • Current) Partner, ENSL Partners
  • Initial Appointment Date: March 30, 2021
  • Term Expiration Date: March 30, 2027
Hojune Chang
  • Member of the Internal Transactions Committee
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Compensation Committee
  • Member of the Audit Committee
  • Chief Executive Officer, ReFine
  • Head of Retail Banking Group and Senior Executive Vice President, Standard Chartered First Bank Korea
  • Head of Retail Banking Division and Executive Vice President, Standard Chartered First Bank Korea
  • Head of Wealth Management Division and Managing Director, Standard Chartered Bank Korea
  • Head of Deposit Products Team and Deputy Managing Director, Standard Chartered Bank Korea
  • Director, PB Business Team, Standard Chartered First Bank Korea
  • Team Leader, Management Strategy Team, Accenture
  • Management Strategy Consultant, McKinsey & Company
  • Initial Appointment Date: March 26, 2026
  • Term Expiration Date: March 26, 2029
Sungkwon Han
  • Chairperson of the Compensation Committee
  • Chairperson of the Outside Director Candidate Recommendation Committee
  • Member of the ESG Committee
  • Member of the Audit Committee
  • Bachelor of the Business Administration, Dongkook University
  • Master of the Business Administration, The George Washington University
  • Executive Director, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
  • Vice President, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
  • Director of Hyundai Motor Group Human Resources Development Center
  • President, Commercial Business Division, Hyundai Motor Company
  • Vice Chairman of Hyundai Motor Chung Mong-Koo Foundation
  • Current) Full-time Advisor of SK On
  • Current) Outside director of Iljin Hysolus
  • Date of initial appointment: March 30, 2024
  • Expected date of term expiration: March 30, 2027
Doocheol Moon
  • Chairperson of the Audit Committee
  • Chairperson of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Compensation Committee
  • Bachelor of the Business Administration, Hanyang University
  • Master of the finance, Hanyang University
  • Master of the finance, Investment & Banking, University of Wisconsin
  • Doctor of the Business Administration, The City University of New York
  • Assistant Professor, State University of New York at Old Westbury
  • Public institution management evaluation committee member, Ministry of Strategy and Finance
  • Korea Economic Daily, Korea ESG Club Advisory Professor
  • President of the Small and Medium Business Administration
  • Korea Exchange, ESG Management Advisory Committee Advisory Member
  • Current) Korean Accounting Association, Editor-in-Chief of Accounting Studies
  • Current) Korea Technology Finance Corporation, ESG Management Committee Co-Chairman
  • Current) Director, Sustainability Management Research Center, Yonsei University
  • Current) Teachers’ Pension, Asset Management Committee Member
  • Current) Outside director at LG Display
  • Current) Professor at Yonsei University Business School
  • Date of initial appointment: March 30, 2024
  • Expected date of term expiration: March 30, 2027

Board of Directors and Sub-committees

  • Board of Directors

    Hankook Tire & Technology’s BOD has been created to deliberate and provide advice on important corporate issues, matters regulated under the laws and the articles of incorporation, details entrusted by the periodical BOD, basic policies for corporate operation, and essential matters pertaining to management support. In addition, the BOD is entitled to supervise the directors' performance of their duties and complies with the domestic Commercial Act, which requires a company worth 2 trillion KRW or more to have a BOD with 50% of its members composed of outside directors. Hankook Tire & Technology's BOD consists of 3 inside directors and 5 outside directors. The chairperson of the board is Jonggap Kim, an outside director.

    Directors that form the BOD of Hankook Tire & Technology are appointed at the general meeting of shareholders in accordance with Article 382 of the Commercial Act in Korea, and they face no discrimination based on their gender, race, or origin. Candidates for directors to be appointed at the general meeting of shareholders are selected by the BOD and the Outside Director Candidate Recommendation Committee, and they are finalized under the agenda to be submitted to the general meeting of shareholders. If a shareholder makes a proposal pursuant to pertinent laws and regulations regarding the appointment of the directors, the BOD submits such proposal as an agenda to the general meeting of shareholders within the legal domain.

    Hankook Tire & Technology's BOD operates 6 committees: the Audit Committee, the Outside Director Candidate Recommendation Committee, the Management Committee, the Internal Transaction Committee, the ESG Committee, and the Compensation Committee. Hankook Tire & Technology's articles of incorporation allow the BOD to create separate committees if deemed necessary.

  • Audit Committee

    Hankook Tire & Technology's Audit Committee consists of 3 members, all of whom are outside directors.

    • Doocheol Moon (Appointed on March 30, 2024)

      • • Chair of the Audit Committee
      • • Chair of the ESG Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • • Member of the Compensation Committee
      • • B.B.A. in Business Administration, Hanyang University / M.S. in Finance, Hanyang University
      • • M.S. in Finance, Investment & Banking, University of Wisconsin, USA
      • • Ph.D. in Business Administration, City University of New York, USA
      • • Professor, State University of New York at Old Westbury, USA
      • • Member, Public Institution Management Evaluation Committee, Ministry of Economy and Finance
      • • Advisory Professor, Korea ESG Club, The Korea Economic Daily
      • • President, Korea Academic Society of Small Business Management Advisor, ESG Management Advisory Committee, Korea Exchange
      • • Current) Editor-in-Chief, Korean Accounting Journal, Korean Accounting Association
      • • Current) Co-Chair, ESG Management Committee, Korea Technology Finance Corporation
      • • Current) Director, Center for Sustainability Management, Yonsei University
      • • Current) Member, Asset Management Committee, Government Employees Pension Service
      • • Current) Outside Director, LG Display
      • • Current) Professor, Yonsei University School of Business
      • • Initial Appointment Date: March 30, 2024
      • • Term Expiration Date: March 30, 2027
    • Sungkwon Han (Appointed on March 3, 2024)

      • • Chair of the Outside Director Candidate Recommendation Committee
      • • Chair of the Compensation Committee
      • • Member of the ESG Committee
      • • Member of the Audit Committee
      • • B.A. in Business Administration, Dongguk University
      • • M.B.A., The George Washington University, USA
      • • Executive Vice President, HR Support, Corporate Planning & Coordination Office, Hyundai Motor Group
      • • Senior Executive Vice President, HR Support, Corporate Planning & Coordination Office, Hyundai Motor Group
      • • President, Hyundai Motor Group Human Resources Development Center
      • • President, Commercial Vehicle Business Division, Hyundai Motor Company
      • • Vice Chairman, Hyundai Motor Chung Mong-Koo Foundation
      • • Current) Standing Advisor, SK On
      • • Current) Outside Director, Iljin Hysolus
      • • Initial Appointment Date: March 30, 2024
      • • Term Expiration Date: March 30, 2027
    • Hojune Chang (Appointed on March 26, 2026)

      • • Member of the Internal Transactions Committee
      • • Member of the ESG Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • • Member of the Compensation Committee
      • • Member of the Audit Committee
      • • Chief Executive Officer, ReFine
      • • Head of Retail Banking Group and Senior Executive Vice President, Standard Chartered First Bank Korea
      • • Head of Retail Banking Division and Executive Vice President, Standard Chartered First Bank Korea
      • • Head of Wealth Management Division and Managing Director, Standard Chartered Bank Korea
      • • Head of Deposit Products Team and Deputy Managing Director, Standard Chartered Bank Korea
      • • Director, PB Business Team, Standard Chartered First Bank Korea
      • • Team Leader, Management Strategy Team, Accenture
      • • Management Strategy Consultant, McKinsey & Company
      • • Initial Appointment Date: March 26, 2026
      • • Term Expiration Date: March 26, 2029
  • Outside Director Candidate Recommendation Committe

    As a corporation with the total asset that exceeds KRW 2 trillion, Hankook Tire & Technology is required to have the Outside Director Candidate Recommendation Committee to recommend the outside director candidates under Article 542-8 (4) of the Commercial Act. The Outside Director Candidate Recommendation Committee of Hankook Tire & Technology consists of Jongseon Ahn, Sanghoon Lee, Jeongsoo Park, Jonggap Kim, Youngjae Kang, Hojune Chang, Sungkwon Han and Doocheol Moon, of which, Jonggap Kim, Youngjae Kang, Hojune Chang, Sungkwon Han and Doocheol Moon are outside directors. And the chairperson of the Outside Director Candidate Recommendation Committe is Sungkwon Han. The term for the chairperson and members of the Outside Director Candidate Recommendation Committe is until the term expiration of the director.

  • Management Committee

    As a result of our active business activities unfolded to respond to the global competition which has recently grown more fierce, the number of BOD meetings, which is the highest decision-making body, and the number of affairs dealt with have increased significantly. Hankook Tire & Technology runs the Management Committee within the BOD to reduce the number of BOD meetings convened and associated procedures, and improve the business expertise and efficiency by making rapid decisions.

    Due to the activities of the Management Committee, the periodic board meetings have been specialized as a discussion body for core agendas, and the BOD activities are systematically improved to further reinforce responsible management. Hankook Tire & Technology's Management Committee is chaired by Sanghoon Lee, consisting of inside directors. The term for the Management Committee is until the term expiration of the director.

  • Internal Transaction Committee

    The Internal Transaction Committee is a “committee within the BOD” established to supervise internal transactions and improve transparency in the corporate management by establishing a voluntary compliance system for fair trade. Article 393-2 of the Commercial Act, Article 43 of the Articles of Incorporation, and Article 11 (1) of the Board of Directors Operational Regulations requires the company to establish and operate the Internal Transaction Committee with the authority to approve large-scale internal transactions assigned from the BOD.

    In accordance with the Monopoly Regulation and Fair Trade Act, the Committee monitors and supervises unfair transactions through the preliminary review and the approval of transactions with affiliates and affiliated persons. The Internal Transaction Committee of Hankook Tire & Technology is composed of outside directors Jonggap Kim, Youngjae Kang, and Hojune Chang as outside directors. And the chairperson of the Internal Transaction Committe is Youngjae Kang. The term for the chairperson and members of the Internal Transaction committee is until the term expiration of the director.

  • ESG Committee

    Our ESG Committee is a board committee designed to advise, deliberate, and decide on the most appropriate environmental, social, and governance-related directions so as to emphatically reinforce the sustainable development based on its economic, social, and environmental responsibilities as an enterprise.

    Hankook Tire & Technology’s ESG Committee was created by the resolutions implemented by the Board of Directors. The committee consists of at least three directors and its majority must be made up of outside directors. The chairperson is commissioned among its members by the resolutions, and the committee members are appointed or dismissed by the resolutions decided on by the board of directors.

    An outside director Doocheol Moon was appointed as the chairperson of the ESG committee, which entirely consists of inside and outside directors, among which five of them are Jonggap Kim, Youngjae Kang, Hojune Chang, Sungkwon Han and Doocheol Moon. The term for the chairperson and members of the ESG is until the term expiration of the director.


  • Compensation Committee

    The Compensation Committee is a committee under the Board of Directors established to enhance objectivity, transparency, and procedural legitimacy in determining director remuneration.

    According to its operating regulations, the Committee must consist of three or more directors, with a majority being independent directors. The Chairperson is elected from among the members, and the appointment or dismissal of members is determined by Board resolution.

    To ensure independence, the Compensation Committee of Hankook Tire & Technology is composed entirely of independent directors. By having an independent committee deliberate on executive compensation, we aim to establish a rational reward system and enhance shareholder value. Furthermore, the committee strengthens the Board's expertise and improves its oversight function through professional deliberation and management of director compensation.

    Currently, the Committee consists of five independent directors: Chairperson Sung-kwon Han, along with Jong-gap Kim, Young-jae Kang, Doo-cheol Moon, and Hojune Chang. The term of the Chairperson and members begins from their appointment and lasts until the expiration of their term as directors.

  • Differences from the KCGS Codes for ESG Practices

    Differences from the KCGS Codes for ESG Practices
    Recommendations of the KCGS Codes for ESG Practices Adoption status Note
    Adoption of the corporate governance charter O Establishment and publication on the website
    Written voting system X -
    Electronic voting system O Introduced from the 8th regular general meeting of shareholders (2020-)
    Composition of the BOD (majority are outside directors) O 3 inside directors and 5 outside directors (including 1 accounting or finance expert and 2 separately appointed outside director)
    Separation of the chairperson of the BOD and the CEO or appointment of a senior outside director O The chairperson of the board is Jonggap Kim, an outside director
    Periodic BOD meetings O Held once a quarter
    Subscription of the liability insurance for directors at the expense of the company O -
    Establishment of the operating regulations for the BOD and committees within the BOD O -
    Public disclosure of the BOD activity records, attendance rates, and the pros and cons of a major agenda O Publication on the website
    Establishment of an expert committee within the BOD O Audit Committee, Outside Director Candidate Recommendation Committee, Internal Transaction Committee, Sustainability Management Committee, ESG Committee and Compensation Committee
    Board evaluation O Board and outside director evaluations was adopted by the board (2023.02.27)
    Components of the Outside Director Candidate Recommendation Committee (majority are outside directors) O 3 inside directors and 5 outside directors
    Components of the Audit Committee (everyone is an outside director) O All outside directors (including one accounting or finance expert)
    Verification of the accuracy of the business reports, etc. O -
    Public disclosure of the audit reports and important matters to be disclosed in Korean and English O Publication of the audit reports written in Korean/English on the website posting and the publication of the fair disclosure in English
    Public disclosure of the governance evaluation rating O Publication on the website
    Enactment of the employee ethics regulations O Establishment and publication on the website
    Description of the difference from the KCGS Codes for ESG Practices O Publication on the website
  • Activities of the BOD and committees within the KCGS Codes for ESG Practices

    1) BOD
    Session Number Date Bills Approval
    Status
    Member
    Sooil
    Lee
    Jongho
    Park
    Jongseon
    Ahn
    Sanghoon
    Lee
    Jeongsoo
    Park
    Hyunmyung
    Pyo
    Jonggap
    Kim
    Youngjae
    Kang
    Sungkwon
    Han
    Doocheol
    Moon
    Jungyeun
    Kim
    Agreed or disagreed
    1 2025.02.04 Report on Consolidated Results for the Fourth Quarter of 2024 Reported - - Not applicable Not applicable Not applicable - - - - - Non-attendance
    Report on the 2025 Business Plan Reported - - - - - - - Non-attendance
    Approval of the Separate and Consolidated Financial Statements for the 13th Fiscal Year (2024) Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Non-attendance
    Approval of the Business Report for the 13th Fiscal Year (2024) Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Non-attendance
    Appointment of the Compliance Officer Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Non-attendance
    Report on and Approval of the 2025 Safety and Health Management Plan Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Non-attendance
    2 2025.02.27 Resolution to Convene the 13th Annual General Meeting of Shareholders Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Resolution on Cash Dividends for the 13th Fiscal Year Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Resolution on the Record Date for Year-End Dividends for the 13th Fiscal Year Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Approval of Agenda Items for the 13th Annual General Meeting of Shareholders Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Extension of the Adoption of the Electronic Voting and Electronic Proxy Solicitation System Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Approval of Executive Severance Payment Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Report on the Operation of the Consolidated and Separate Internal Control over Financial Reporting for 2024 Reported - - - - - - - -
    Report on the Evaluation of the Operation of the Consolidated and Separate Internal Control over Financial Reporting for 2024 Reported - - - - - - - -
    3 2025.03.26 Appointment of the Chair of the Board of Directors Approved Not applicable Not applicable Agreed Agreed Agreed Not applicable Agreed Agreed Agreed Agreed Agreed
    Appointment of the Co-Chief Executive Officers Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Appointment of Members of Board Committees Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Delegation of Authority to the Management Committee Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Partial Amendment to the Management Committee Regulations Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Report on the Organization of the Board Secretariat Reported - - - - - - - -
    4 2025.05.08 Report on Consolidated Results for the First Quarter of 2025 Reported - - - - - - - -
    Approval of Transactions with Related Parties for 2025 Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Acquisition of an Equity Interest in Another Company Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Approval of a Transaction in Tangible Assets with the Largest Shareholder Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    5 2025.05.28 Execution of a Funding Supplement Agreement for a Subsidiary Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Provision of Payment Guarantee for Borrowings of an Overseas Subsidiary Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    6 2025.07.22 Report on the Financial Structure Improvement Plan for a Subsidiary Reported - - - - - - - -
    7 2025.08.07 Report on Consolidated Results for the First Half of 2025 Reported - - - - - - - -
    Report on Communication with Key Stakeholders Reported - - - - - - - -
    Report on the Progress of Advancement of the Compliance System Reported - - - - - - - -
    Report on the Financial Structure Improvement Plan for a Subsidiary (2nd) Reported - - - - - - - -
    Report on the Proposed Shareholder Return Policy Reported - - - - - - - -
    8 2025.08.20 Resolution on Interim Dividend Payment Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Establishment of a Mid-Term Dividend Policy Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Exercise of Voting Rights at a Subsidiary’s General Meeting of Shareholders Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Discussion on Executive Compensation Reported - - - - - - - -
    9 2025.09.25 Approval of the Incorporation of a Real Estate Development Company with a Change in Investment Amount Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Participation in a Capital Increase by a Subsidiary Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Disclosure of the Corporate Value Enhancement (Value-Up) Plan (Draft) Reported - - - - - - - -
    10 2025.11.06 Report on Consolidated Results for the Third Quarter of 2025 Reported - - - - - - - -
    Report on the Activities of the Compliance Committee Reported - - - - - - - -
    Enactment of the Compliance Control Standards Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Amendment to the Audit Committee Regulations Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Amendment to the Internal Accounting Management Regulations Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    11 2025.12.19 Report on Performance Guarantee Provided by a Subsidiary Reported - - - - - - - -
    Report on the Finalized Amount of Capital Increase by a Subsidiary Reported - - - - - - - -
    Report on the Proposal to Establish the Compensation Committee Reported - - - - - - - -
    12 2025.12.30 Approval of the Provision of Performance Guarantee for a Subsidiary Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Approval of the Plan to Enhance the Independence, Expertise, and Diversity of the Board of Directors Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Payment of Executive Compensation (Incentives) Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Establishment of the Compensation Committee Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed Agreed


    ※ Among the existing members of the Management Committee, Inside Directors Sooil Lee and Jongho Park resigned, and Inside Directors Jongseon Ahn, Sanghoon Lee, and Jeongsoo Park were newly appointed at the 13th Annual General Meeting of Shareholders.
    ※ The attendance rate for retired directors was calculated based on committee meetings attended prior to their retirement, while the attendance rate for newly appointed directors was calculated based on committee meetings attended after their appointment.

    2) Management Committee
    Session Number Date Bills Approval
    Status
    Member
    Sooil
    Lee
    Jongho
    Park
    Jongseon
    Ahn
    Sanghoon
    Lee
    Jeongsoo
    Park
    25-1 2025.02.27 Capital Increase of an Overseas Subsidiary Approved Agreed Agreed Not applicable Not applicable Not applicable
    25-2 2025.04.01 Appointment of the Chair of the Management Committee Approved Not applicable Not applicable Agreed Agreed Agreed
    25-3 2025.06.16 Closure of the Taipei Branch Approved Agreed Agreed Agreed
    Closure of the Santiago Branch Approved Agreed Agreed Agreed
    Establishment of the Korea Academy House Branch Approved Agreed Agreed Agreed
    25-4 2025.12.22 Approval of New Short-Term Borrowings and Credit Limits Approved Agreed Agreed Agreed
    25-5 2025.12.24 Regular Organizational Restructuring and Executive Appointments Approved Agreed Agreed Agreed


    ※ At the 13th Annual General Meeting of Shareholders held on March 26, 2025, the name of the Sustainability Management Committee was changed to the Management Committee through an amendment to the Articles of Incorporation.
    ※ Among the existing members of the Management Committee, Inside Directors Sooil Lee and Jongho Park resigned, and Inside Directors Jongseon Ahn, Sanghoon Lee, and Jeongsoo Park were newly appointed at the 13th Annual General Meeting of Shareholders.
    ※ The attendance rate for retired directors was calculated based on committee meetings attended prior to their retirement, while the attendance rate for newly appointed directors was calculated based on committee meetings attended after their appointment.

    3) Internal Transaction Committee
    Session Number Date Bills Approval
    Status
    Member
    Jungyeun
    Kim
    Jonggap
    Kim
    Youngjae
    Kang
    25-1 2025.06.26 Prior Approval and Disclosure of Large-Scale Related Party Transactions for the Third Quarter of 2025 Approved Agreed Agreed Agreed
    25-2 2025.12.19 Report on the Proposed Renewal of the Brand Royalty Agreement Reported - - -
    25-3 2025.12.30 Prior Approval and Disclosure of Large-Scale Related Party Transactions for the First Quarter of 2026 Approved Agreed Agreed Agreed
    Renewal of the Brand Royalty Agreement Approved Agreed Agreed Agreed
    4) ESG Committee
    Session Number Date Bills Approval
    Status
    Member
    Sooil
    Lee
    Jongho
    Park
    Jongseon
    Ahn
    Sanghoon
    Lee
    Jeongsoo
    Park
    Hyunmyung
    Pyo
    Jonggap
    Kim
    Youngjae
    Kang
    Sungkwon
    Han
    Doocheol
    Moon
    Jungyeun
    Kim
    Agreed or disagreed
    25-1 2025.02.04 Report on ESG Performance in 2024 and the 2025 Plan Reported - - Not applicable Not applicable Not applicable - - - - - Non-attendance
    25-2 2025.05.08 Prior Report on the Publication of the ESG Report 2024/25 Reported Not applicable Not applicable - - - Not applicable - - - - -
    25-3 2025.11.06 Approval of Improvements to ESG Policies Approved Not applicable Not applicable Agreed Agreed Agreed Not applicable Agreed Agreed Agreed Agreed Agreed
    Report on the Plan to Enhance Board Operations Reported Not applicable Not applicable - - - Not applicable - - - - -


    ※ Among the existing members of the Management Committee, Inside Directors Sooil Lee and Jongho Park resigned, and Inside Directors Jongseon Ahn, Sanghoon Lee, and Jeongsoo Park were newly appointed at the 13th Annual General Meeting of Shareholders.
    ※ The attendance rate for retired directors was calculated based on committee meetings attended prior to their retirement, while the attendance rate for newly appointed directors was calculated based on committee meetings attended after their appointment.

    5) Audit Committee
    Session Number Bills Approval
    Status
    Member
    Doocheol
    Moon
    Jungyeun
    Kim
    Sungkwon
    Han
    Agreed or disagreed
    25-1
    (2025.02.04)
    Report on Consolidated Profit and Loss Results for the Fourth Quarter of 2024 Reported - Non-attendance -
    Report on Key Closing Matters for the Fourth Quarter of 2024 Reported - Non-attendance -
    Report on the Results of Business Audits for the Fourth Quarter of 2024 Reported - Non-attendance -
    Approval of the Separate and Consolidated Financial Statements for the 13th Fiscal Year (2024) Approved Agreed Non-attendance Agreed
    25-2
    (2025.02.27)
    Report on the Operation Status of Internal Monitoring Systems in 2024 Reported - - -
    Report on the Operation of the Consolidated and Separate Internal Control over Financial Reporting for 2024 Reported - - -
    Evaluation of the Operation of the Consolidated and Separate Internal Control over Financial Reporting for 2024 Approved Agreed Agreed Agreed
    Evaluation by the Audit Committee of the Chief Executive Officer and the Internal Accounting Manager for the Consolidated and Separate Internal Control over Financial Reporting for 2024 Approved Agreed Agreed Agreed
    Self-Evaluation of the Audit Committee for 2024 Approved Agreed Agreed Agreed
    Resolution on the Audit Report Approved Agreed Agreed Agreed
    Review of Agenda Items for the 13th Annual General Meeting of Shareholders Approved Agreed Agreed Agreed
    25-3
    (2025.05.08)
    Report on Consolidated Profit and Loss Results for the First Quarter of 2025 Reported - - -
    Report on Key Closing Matters for the First Quarter of 2025 Reported - - -
    Report on the Results of Business Audits for the First Quarter of 2025 Reported - - -
    Report on the Status of Non-Audit Service Agreements with the External Auditor Approved Agreed Agreed Agreed
    Report on the Operation of the Consolidated Internal Control over Financial Reporting for 2025 Reported - - -
    25-4
    (2025.06.04)
    Report on Executive Issues Reported - - -
    25-5
    (2025.08.07)
    Report on Consolidated Profit and Loss Results for the First Half of 2025 Reported - - -
    Report on Key Closing Matters for the First Half of 2025 Reported - - -
    Report on the Results of Business Audits for the First Half of 2025 Reported - - -
    Report on Major Progress in the First Half of 2025 Reported - - -
    Report on the Operation of the Consolidated Internal Control over Financial Reporting for 2025 Reported - - -
    Approval of Non-Audit Service Agreements with the External Auditor Approved Agreed Agreed Agreed
    25-6
    (2025.11.06)
    Report on Consolidated Profit and Loss Results for the Third Quarter of 2025 Reported - - -
    Report on the Results of Business Audits for the Third Quarter of 2025 Reported - - -
    Report on the Operation of the Consolidated Internal Control over Financial Reporting for 2025 Reported - - -
    Approval of Amendments to the Internal Control over Financial Reporting Regulations, etc. Approved Agreed Agreed Agreed
    Approval of Non-Audit Service Agreements with the External Auditor Approved Agreed Agreed Agreed
    6) Compensation Committee
    Session Number Date Bills Approval
    Status
    Member
    Sungkwon
    Han
    Jonggap
    Kim
    Youngjae
    Kang
    Doocheol
    Moon
    Jungyeun
    Kim
    Agreed or disagreed
    25-1 2025.12.30 Appointment of the Chair of the Compensation Committee Approved Agreed Agreed Agreed Agreed Agreed
  • Code of Ethics and the Articles of the Incorporation/Annexed Articles of Incorporation