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.
As a corporation with over KRW 2 trillion won in assets, Hankook Tire is required by Clause 8 of 2 of Article 542 to set up a Non-executive Director (NED) Nomination Committee to recommend non-executive director candidates.
The NED Nomination Committee consists of Suh, Seumg Hwa; Cho, Hyun Bum; Cho, Geon Ho; Cho, Choong Hwan; and Hong, Seong Phil. From this list, Cho, Geon Ho is the chairman of the Committee and Cho, Choong Hwan and Hong, Seong Phil are included in the list of Non-executive Directors.
The Committee has the right to recommend non-executive director candidates during the general assembly of shareholders. In deciding on non-executive director candidates, the Committee must include candidates proposed by shareholders who exercise their right for Nomination as stated in Clause 1 of 2 of Article 363 and Clause 1 and 2 of 6 of Article 542 of the Commercial Law.
Committee members may be appointed and dismissed by the Board of Directors, where the Committee must be comprised of two or more directors, and more than half of the total members shall be non-executive directors.
The chairperson represents the Committee and acts as chair during Committee meetings. When the chairperson can no longer fulfill his or her duties due to unforeseen circumstances, a member of the Committee will be selected by the Committee and act as his or her proxy.
The Non-executive Director (NED) Nomination Committee is summoned by the chairperson. However, in cases where the chairperson cannot fulfill his duty due to an unforeseen situation, his or her proxy may convene meetings.
Each Committee member may request the convening of a Committee meeting by providing a motion and reason to the chairperson. In cases where the chairperson chooses not to convene the Committee without fair reason, the member who requested the meeting can convene the Committee by him or herself.
In summoning the Committee, each member of the Committee must be notified at least one week prior to the meeting date.
Resolutions of the Committee are made through the attendance of over half of current members and by more than half of those members in attendance. The Committee can also pass resolutions without all or part of members directly attending through teleconferencing.
The Committee is responsible for recommendation of external director candidates and other matters in relation to the nomination of external director candidates.
The Committee reserves the right to request the attendance of management, staff or external figures to a meeting if their presence is deemed necessary for effective proceedings, and the Committee must notify each director of matters resolved within two days.
Minutes are recorded for all meetings of the Committee, and should include all proposals and their details and members who have attended should sign or place their seal in the minutes book.
Major Activities of the Non-executive Director (NED) Recommendation Committee
|Round||Date||Content of Bill||Approval Status||Name of NED|
|Cho, Geun Ho||Cho, Choong Hwan||Hong, Sung Phil||Chung, Chang Wha|
|Agree or Disagree|
|02/28/18||Recommendation of independent director candidate||Approved||Agree||Agree||Agree||-|
|03/26/18||Appointment of the Chairman of Non-executive Director (NED) Recommendation Committee||Approved||-||Agree||Agree||Agree|