Hankook Tire World Wide Corporate Governance
To sustain transparent and accountable corporate principles, Hankook Tire Worldwide 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 Transactions Committee is entrusted by the Board of Directors with the right of approval regarding large-scale internal transactions based on Clause 2 of Article 393 of the Commercial Law, Article 43 of the Articles of Association, and Clause 1, Article 11 of the Regulations for the Operation of the Board of Directors to ensure transparency and fair transactions. All matters related to the Committee are decided in accordance with these regulations with the exception of regulations set forth by law, the Articles of Association of the regulations of the Board of Directors.
Hankook Tire Worldwide's Internal Transaction Committee includes Kim, Soon Kee (Chairman of Committee), Jeon, Byung Jun and Kim, Han Kyu.
The Internal Transaction Committee is re-appointed after the annual Ordinary General Meeting of Shareholders. The Committee members shall serve a term of one (1) year. However, in the event of any interim vacancy in the Committee, the remaining term of the predecessor(s) will be assumed.
1. Duties and Rights
The Internal Transactions Committee has as its counterpart individuals who specialize in laws governing monopoly regulations and fair transactions. It also has the authority to evaluate and approve transactions pertaining to any of the items listed below, and transactions amounting to 5 billion won or more. It is also responsible for evaluating and approving intentions to change other major details of the transactions.
- 1) Fund transactions, including provisional payments, rental fees or similar transactions.
- 2) Marketable securities transactions, including stocks, corporate bonds or similar transactions.
- 3) Asset transactions, including real estate, intangible properties or similar transactions.
- 4) Product or service transactions with relatives or affiliated companies invested in by relatives.
- 5) Large-scale internal transactions conducted under the Fair Transactions Law and the enforcement ordinance of the
When the Committee has granted approval according to these regulations, notification of all details is provided to each director. Directors who have been notified can request an assembly of the Board of Directors, and can seek reconsiderations of matters resolved by the Committee.
When evaluation and approval of an agenda is required, the Committee can request relevant company records, including the main details of the related transactions, method of agreements and standards for selection of transaction counterparts.
Members of the Committee is appointed through a resolution of over half of the members of the Board of Directors. The same procedure shall be applied in the case of dismissals.
Comprised of three or more external directors, the Committee is reorganized annually after the convening of the regular general assembly of shareholders. The term of members of the Committee is one year. In case of recruitment for unexpected vacancies, recruited individuals may fulfill the remaining term of the individual replaced.
The Chairperson of the Internal Transaction Committee shall serve a term of one (1) year. If the Chairperson of the Committee is absent or unable to perform his or her duties, a member shall be appointed by the Committee to vicariously his or her duties.
The Committee may be summoned by the chairperson, whereas each member of the Committee has the right to request assembly of the Committee by stating a motion and reason for such to the chairperson. If the chairperson chooses not to assemble the Committee for over one week without providing a fair reason, the member of the Committee who requested the assembly may convene the meeting by him or herself.
When convening the Committee, the date of the meeting may be decided and notifications made to each member at least seven days prior to the meeting date. When there is agreement among all members of the Committee, the Committee may omit the assembly procedures.
Resolutions relating to the internal transactions of the Committee is made by agreement of over half of the current members of the Committee. Regarding other matters, resolutions may be made if over half of the current members of the Committee are in attendance and if over half of those in attendance agree. If not enough members of the Committee can attend, resolutions can be made through teleconference.
If necessary, the Committee reserves the right to request the attendance of related management, employees or external individuals to meetings when their presence is required for effective proceedings. Minutes may be recorded for all meetings of the Committee, and should include the meeting agenda, procedures and results of the meeting. Any opposition by individuals may be put in writing, and members of the Committee who attended need to sign or place their seal in the minutes book.
When the company concludes an agreement which has a material impact on the company’s profits, including large-scale contracts with other affiliated companies where the monetary amount of the transaction is 5 billion won or more, detailed records related to the transaction is to be preserved for a minimum of three years from when the contract takes effect.