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.
The Internal Transaction Committee is a committee within the Board of Directors which has been established to oversee internal transactions and enhance transparency of the company management through establishment of an autonomous compliance system.
In accordance with Article 393-2 of the Commercial Act, Article 43 of the Articles of Incorporation, and Article 11 (1) of the Board of Directors Regulation, the Board of Directors is authorized to approve the large-scale internal transactions to install and operate the Internal Transaction Committee.
In accordance with the Monopoly Regulation and Fair Trade Act, the committee monitors and supervises unfair transactions through the authority of preliminary screening and approval for transactions with affiliates and related parties.
Hankook Tire & Technology'sinternal transaction committee consists of outside directors, Choong-hwan Cho (Chairman), Seong-pil Hong, and Chang-hwa Jung.
The Internal Transaction Committee pre-screens and approves the transaction activities falling under any of the following subparagraphs of KRW 5 billion or more for a related party as a counterparty or for a related party under the Antitrust Regulations and Fair Trade Act. Same measure is applied when a change is required.
- ⑴ Offering or trading funds such as temporary payments or loans
- ⑵ Offering or trading securities such as stocks or corporate bonds
- ⑶ Offering or trading assets such as real estate or non-property rights
- ⑷ Offering or trading goods or services with the same person and affiliated company with the same person
- ⑸ Other acts corresponding to large-scale internal transactions prescribed by the Fair Trade Act and the enforcement of the same Act
If it is necessary for review and approval of the agenda, a request can be made against the company for submission and reporting of related data such as the main content of the related transaction, the contract method and the selection criteria of the counterparty, and detailed transaction conditions.
The Internal Transaction Committee member shall be elected by the majority vote of the board of directors, and the same rule applies to the dismissal.
The Internal Transaction Committee is composed of three or more outside directors. If there is a member whose duty has been expired, a new committee shall be organized after the regular general shareholders' meeting.
The Internal Transaction Committee shall be convened by the chairman, and each committee member can request the convocation of the committee by raising an agenda and its reasons.
If the chairman does not convene the committee for more than a week without good cause, the committee member who requested convocation may request the committee to convene.
When the Internal Transaction Committee is convened, a date shall be set and each member shall be notified one week before the meeting. The convening process may be omitted at any time with the consent of all members.
Decision regarding internal transactions shall be made in favor of the majority of the enrolled members, and other matters shall be decided by a majority of the enrolled members in presence and the majority approval of the attending members.
In this case, the committee may allow all or a part of the audit committee members to participate in the resolution by means of a remote communication means that simultaneously transmits and receives voices without all or a part of them attending the meeting, where the audit committee member is deemed to have attended the committee in person.
If deemed necessary, the committee may have relevant officers, employees and/or outside personnel attend at the meeting to listen to the discussion, and the minutes shall be written for the agenda. The agenda, progress, its result, the objector and the reason for the objection shall be recorded in the minutes, which is signed by the attending member.
Preservation of data
When signing a contract which significantly affects the company's profit, such as a large contract with a transaction amount of more than KRW 5 billion with other related affiliates, the committee shall retain the detailed data related to this until three years have elapsed since the contract expires.
|Committee Name||Date Held||Agenda Details||Vote Result||Committee Member Name|
|Choong-hwan Cho||Seong-pil Hong||Chang-hwa Jung|
|(Attendance Rate: 100%)||(Attendance Rate: 100%)||(Attendance Rate: 100%)|
|Internal Transaction Committee||2019.12.19||Renewal of Brand Royalty Contract||Passed||Agreed||Agreed||Agreed|