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Home About Hankook Tire Company Hankook Technology Group Corporate Governance Audit System and Audit Committee

Hankook Technology Group Corporate Governance

To sustain transparent and accountable corporate principles, Hankook Technology Group 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.

To sustain transparent and accountable corporate principles, Hankook Technology Group 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 Technology Group Audit Committee consists of three members, all of whom are outside directors (NED).

Hankook Technology Group 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:

(Organization)
  1. 1. The Audit Committee members shall be elected by resolution of the general meeting of shareholders.
  2. 2. The Committee shall consist of three or more directors, and two-thirds of the Audit Committee members shall be the external directors.
  3. 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. 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.    1. The Committee shall audit execution of the director's duties.
  2.    2. The Committee may exercise the following authority:
    1.      - Request the operation report for the directors, and investigate work and property status of the company
    2.      - Request the operation report for the subsidiaries and investigate the subsidiaries' work and property status
    3.      - Request for convening of the interim shareholders' meeting
    4.      - Right to receive professional assistance at the company's expense
    5.      - Giving an opinion on the Audit Committee member dismissal
    6.      - Receipt of the director's report
    7.      - Claim for the director's misconduct
    8.      - Elect a company representative in litigation with directors vs. company
    9.      - 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
    10.      - Consent to the Board of Directors' approval of the financial statements (including consolidated financial statements)
    11.      - Assess revision of the Internal Accounting Management Regulation and its operation
    12.      - Selection of an external auditor
  3.    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.
    1.      - All materials, Information and expenses within the company required to perform the duties
    2.      - Attendance and answer of the relevant party
    3.      - Warehouse, safekeeping, books and related documents, proof, items, etc.
    4.      - Others necessary for the audit
  4.    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.    1. The auditor shall perform his/her duties of the company with in a sincere manner as a good manager.
  2.    2. The auditor shall not disclose any business secret of the company learned during the employment as well as after the retirement.
  3.    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.    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.    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.    1. The resolution of the Committee shall be made by a majority of the registered Committee members and the attending members.
  2.    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.   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.
(Chairman)
  1.   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.   2. The chairman may oversee the work of the Committee and make it work for each Committee member for its efficient operation.
  3. 3. When a chairman is absent, a member appointed by the Committee shall act for the position.
(Meeting)
  1.   1. The Committee shall be a regular Committee and an interim Committee.
  2.    2. The regular Committee is held once a quarter. However, in unavoidable circumstances, the chairman may postpone or suspend the meeting.
  3.   3. The interim Committee shall be held from time to time as needed.
(Convener)
  1.   1. The Committee shall be convened by the chairman.
  2.   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.
(Procedure)
  1.   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.   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.
(Notes)
  1. The Committee shall be responsible for:
  2.  
  3. 1. Matters concerning the shareholders' meeting
  4. 2. Matters concerning the directors and board of directors
  5. 3. Matters concerning the audit
(Minutes)
  1.  1. Minutes of the Committee shall be prepared.
  2.  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

Soon Kee Kim (elected on Mar 28, 2019)

  • Chairman of the Audit Committee
  • Chairman of the Internal Transactions Committee
  • Chairman of the External Director Candidate Recommendation Committee
  • Sogang University BBA, MBA
  • University of Houston(Bauer) Ph.D
  • Current Professor of Business at Sogang University
  • 1992 Samjong KPMG Management Consulting Advisor
  • 2001 Director of SMB Venture Business Administration, Ministry of SMEs and Startups
  • 1984 - 2018 Professor of Sogang University School of Business, Graduate School of Management

Byung Jun Jeon (elected on Mar 26, 2018)

  • External Director Candidate Recommendation Committee
  • Non-Executive Directors Nomination Committee
  • Korea University BA in Economics, Master of Public Administration
  • Vanderbilt University Environmental Engineering Ph.D.
  • Former Editorial Chief and Director at Maeil Business News Korea
  • Current SK Innovation Standing Advisor

Han Kyu Kim (elected on Mar 26, 2018)

  • External Director Candidate Recommendation Committee
  • Non-Executive Directors Nomination Committee
  • LL. B. in Law, Yeonsei University
  • George Washington University School of Business MBA
  • Former CEO of Hermanus Partners
※ 3 year term based on the appointed date

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