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.
Taking bold strides to account for increased global competition, the Board of Directors at Hankook Tire has held its meetings frequently to tackle various topics. In order to expedite the internal decision-making process and increase efficiency, the Board of Directors operates the Sustainability Committee to handle more delicate, key issues while activities of the Board of Directors focuses on other matters pertaining to responsible management.
The Sustainability Committee is composed of directors within the company, led by Suh, Seung Hwa, Vice Chairman and CEO at Hankook Tire.
Through the authority of the Board of Directors to delegate, the Committee may deliberate on and resolve matters other than the following:
- 1) Proposing matters that require approval by a General Meeting of Shareholders;
- 2) Electing and dismissing the representative director;
- 3) Establishing the Committee and electing and dismissing Committee members; and
- 4) Any other matters specified in the Articles of Incorporation.
The Committee may deliberate on matters that require review prior to being referred to the Board of Directors, and may deliberate on and resolve risk management issues and any other daily management-related issues.
Members of the Committee are elected and dismissed by the Board of Directors, and the Committee is composed of at least two directors elected by the Board of Directors.
Meetings are classified as either ordinary meetings or extraordinary meetings. Ordinary meetings in principle are held on the third or fourth Monday of every month; however, if there are unavoidable circumstances, an ordinary meeting may be rescheduled to another date with prior notice. Extraordinary meetings are held when required.
The president of the Committee can convene Committee meetings. If the president of the Committee does not convene a meeting of the Committee due to a lack of reasonable grounds, the member who made the request may convene a meeting of the Committee in any case.
When a Committee meeting is to be convened, the date of meeting may be specified and a notice must be sent to each member of the Committee one (1) week prior to the date of the meeting. If all Committee members have consented, meetings may be held at any time without following the procedure in Section 1.
Resolutions of the Committee shall be made by a majority of members in attendance, and with a majority affirmative vote by those members. The Committee may allow all members, or a part thereof, to participate in resolutions of the Committee by video conference in lieu of attending the meeting in person. In such case, those member(s) may be deemed to have attended the meeting in person.
- Matters referred to the Committee may include the following items delegated by the Board of Directors:
- 1) Deliberating and resolving matters of general management
- · Annual, mid-term or long-term management policies and strategies;
- · Business plans and restructuring;
- · Establishing cooperation, including strategic alliances, with overseas companies;
- · Matters regarding changes in wages, work procedures, and employee benefits;
- · Technology introduction plans and technology grant policies;
- · Annual, mid-term or long-term technology development plans;
- · Plans to alter important facilities and plans for new construction;
- · Establishing, relocating, and removing branches, plants, offices, and other places of business;
- · Establishing, relocating, and withdrawing overseas branches, local corporations, and the like, and;
- · Any other currently important conditions of management.
- 2) Matters related to financial affairs
- · Investing in, increasing capital for, and disposing of invested equity in other corporations (related companies) of not more than 2.5% of equity capital;
- · Investing in facilities of not more than 2.5% of equity capital, and increasing or decreasing short-term borrowings;
- · Guaranteeing liabilities (payments) of not more than 2.5% of equity capital;
- · Acquiring and disposing of tangible assets of not more than 5% of total assets;
- · Approving internal trading (transactions with specially related parties);
- · Approving Subordination Agreements (extension thereof) for overseas corporations;
- · Entering into new agreements for credit, increasing or extending credit limits, and changing the limit of items within the overall limit;
- · Subscribing to officers’ compensation liability insurance; and
- · Any other conditions currently related to financial affairs.
- 3) Company-wide risk management issues
- · Receiving reports on company-wide risk management activities;
- · Resolving risk issues.
- 4) Any other matter that the president, or a member of the Committee, finds necessary to take care of.
If a resolution of the Board of Directors is required under relevant laws, regulations, or the like, it may be resolved by the Committee.
Where the Committee finds it necessary to perform its duties, it may summon related officers, employees, and third parties to attend a meeting to hear the opinions of Committee members. Minutes shall be executed for all meetings of the Committee and must include the meeting agenda, proceedings, resolutions, persons in opposition to the resolutions, and the grounds for their objection. Members in attendance shall place their names and seals, or sign their names, in the Minutes. The details of resolutions made by the Committee must be reported to the Board of Directors within five days.
Each director who has received a notice on the matters resolved by the Committee may request the chair of the Board of Directors to convene a meeting of the Board of Directors within two (2) days from the date when the director has received the notice, and the Board of Directors may resolve the issue made by the Committee again. If a director does not request a meeting of the Board of Directors within the period set forth, after the director has received a notice of resolutions of the Committee, the resolutions of the Committee may not be resolved again by the Board of Directors.
The Committee may have a secretary, and the secretary may be a control officer of management and shall be responsible for the general affairs of the Committee according to the directions of the president of the Committee.