Governance - Hankook Tire ESG | Hankook Tire Global go to main prd

Governance

Hankook Tire & Technology practices a transparent and stable management policy.

Philosophy

  • governance-02

    Strict Ethical Management

    We review ethical risks, suggest directions for ethical decisions, and further reinforce the operational system designed to report unethical behaviors, as part of our continuous efforts to internalize ethical management.

  • governance-01

    Transparent Governance

    We have established an advanced corporate governance with a focus on the BOD to protect the rights of shareholders and improve transparency and expertise in the corporate management, thereby putting the highest priority on the interests of the company and various stakeholders and ensuring a transparent decision-making process.

Board of Directors

Executive Director

governance-directors-01
Hyunbeom Cho
  • • Chairman & CEO of Hankook & Company
  • • Chairman of Hankook Tire & Technology
  • • Member of the Sustainability Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
governance-directors-02
Sooil Lee
  • • CEO of Hankook Tire & Technology
  • • Chairperson of the Board
  • • Chairperson of the Sustainability Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
governance-directors-03
Jongho Park
  • • CEO of Hankook Tire & Technology’s Management Support Division
  • • Member of the Sustainability Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee

Independent Director

Jonggap Kim
  • March 30, 2021 Appointed
  • Chairperson of the Audit Committee
  • Member of the Internal Transaction Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the ESG Committee
  • Bachelor of the Business Administration, Yonsei University
  • Master’s Degree from Duke University
  • Former branch representative at Deutsche Bank Seoul
Hyunmyung Pyo
  • Appointed March 30, 2021
  • Chairperson of the Internal Transaction Committee
  • Chairperson of the Outside Director Candidate Recommendation Committee
  • Member of the Audit Committee
  • Member of the ESG Committee
  • Bachelor of Electrical Engineering, Korea University
  • Master's and Doctorate, Graduate School of Communication Engineering, Korea University
  • President of KT
  • CEO and President of Lotte Rental
  • Outside Director of JB Financial Group
  • Current Outside Director of KT
Mira Lee
  • Appointed March 30, 2021
  • Chairperson of the ESG Committee
  • Member of the Audit Committee
  • Member of the Internal Transaction Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Bachelor of Political Science and International Relations, Ewha Womans University
  • Master of Business Administration, Cambridge University
  • Chief Operating Officer (COO)/Managing Director of Macquarie Group Korea
  • Head of HR at General Electric (GE) Korea
Youngjae Kang
  • Appointed March 30, 2021
  • Member of the Audit Committee
  • Member of the Internal Transaction Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the ESG Committee
  • Master of Economics, Seoul National University
  • Doctor of Economics, Princeton University
  • Research Fellow, Legal Economics Team, Korea Development Institute
  • CEO of HiteJinro
  • Current CEO, Investment Division, ENSL Partners

Board of Directors and Sub-committees

  • Board of Directors

    Hankook Tire & Technology’s BOD has been created to deliberate and provide advice on important corporate issues, matters regulated under the laws and the articles of incorporation, details entrusted by the periodical BOD, basic policies for corporate operation, and essential matters pertaining to management support. In addition, the BOD is entitled to supervise the directors' performance of their duties and complies with the domestic Commercial Act, which requires a company worth 2 trillion KRW or more to have a BOD with 50% of its members composed of outside directors. Hankook Tire & Technology's BOD consists of 3 inside directors and 4 outside directors, and is chaired by the CEO of Hankook Tire & Technology. The BOD is the company's highest standing decision-making body and carries the authority to decide on the key matters of the company, such as the conclusion of important contracts and the formulation and approval of the company's business plans.

    Directors that form the BOD of Hankook Tire & Technology are appointed at the general meeting of shareholders in accordance with Article 382 of the Commercial Act in Korea, and they face no discrimination based on their gender, race, or origin. Candidates for directors to be appointed at the general meeting of shareholders are selected by the BOD and the Outside Director Candidate Recommendation Committee, and they are finalized under the agenda to be submitted to the general meeting of shareholders. If a shareholder makes a proposal pursuant to pertinent laws and regulations regarding the appointment of the directors, the BOD submits such proposal as an agenda to the general meeting of shareholders within the legal domain.

    Hankook Tire&Technology's BOD operates 5 committees: the Audit Committee, the Outside Director Candidate Recommendation Committee, the Sustainability Management Committee, the Internal Transaction Committee and the ESG Committee. Hankook Tire & Technology's articles of incorporation allow the BOD to create separate committees if deemed necessary.

  • Audit Committee

    Hankook Tire & Technology's Audit Committee consists of 4 members, all of whom are outside directors.

    • Jonggap Kim (Appointed March 30, 2021)

      • • Chairperson of the Audit Committee
      • • Member of the Insider Trading Committee
      • Member of the Outside Director Candidate Recommendation Committee
      • Bachelor of Business Administration, Yonsei University
      • Master’s Degree from Duke University
      • 2006 – 2019: Former branch representative at Deutsche Bank Seoul
    • Hyunmyung Pyo (Appointed March 30, 2021)

      • • Chairperson of the Internal Transaction Committee
      • • Chairperson of the Outside Director Candidate Recommendation Committee Audit Committee members
      • Bachelor of Electrical Engineering, Korea University
      • Master's and Doctorate, Graduate School of Communication Engineering, Korea University
      • 2010–2014: President of KT
      • 2015–2018: CEO and President of Lotte Rental
      • 2019–2020: Outside Director of JB Financial Group
      • 2020–Current: Current Outside Director of KT
    • Mira Lee (Appointed March 30, 2021)

      • • Member of the Internal Transaction Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • Bachelor of Political Science and International Relations, Ewha Womans University
      • Master of Business Administration, Cambridge University
      • 2008–2015: Chief Operating Officer (COO)/Managing Director of Macquarie Group Korea
      • 2015–Current: Current Head of HR at General Electric (GE) Korea
    • Youngjae Kang (Appointed March 30, 2021)

      • • Member of the Internal Transaction Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • Master of Economics, Seoul National University
      • Doctor of Economics, Princeton University
      • 2012–2013: CEO of HiteJinro
      • 2021–Current: CEO, Investment Division, ENSL Partners
  • External Director Candidate Nomination Committee

    As a corporation with the total asset that exceeds KRW 2 trillion, Hankook Tire & Technology is required to have the Outside Director Candidate Recommendation Committee to recommend the outside director candidates under Article 542-8 (4) of the Commercial Act. The Outside Director Candidate Recommendation Committee of Hankook Tire & Technology consists of Hyunbum Cho, Sooil Lee, Jongho Park, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee, of which, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee are outside directors.

  • Sustainability Management Committee

    As a result of our active business activities unfolded to respond to the global competition which has recently grown more fierce, the number of BOD meetings, which is the highest decision-making body, and the number of affairs dealt with have increased significantly. Hankook Tire & Technology runs the Sustainability Management Committee within the BOD to reduce the number of BOD meetings convened and associated procedures, and improve the business expertise and efficiency by making rapid decisions.

    Due to the activities of the Sustainability Management Committee, the periodic board meetings have been specialized as a discussion body for core agendas, and the BOD activities are systematically improved to further reinforce responsible management. Hankook Tire & Technology's Sustainability Management Committee is chaired by the CEO, consisting of inside directors.

  • Internal Transaction Committee

    The Internal Transaction Committee is a “committee within the BOD” established to supervise internal transactions and improve transparency in the corporate management by establishing a voluntary compliance system for fair trade. Article 393-2 of the Commercial Act, Article 43 of the Articles of Incorporation, and Article 11 (1) of the Board of Directors Operational Regulations requires the company to establish and operate the Internal Transaction Committee with the authority to approve large-scale internal transactions assigned from the BOD.

    In accordance with the Monopoly Regulation and Fair Trade Act, the Committee monitors and supervises unfair transactions through the preliminary review and the approval of transactions with affiliates and affiliated persons. The Internal Transaction Committee of Hankook Tire & Technology is composed of outside directors Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee as outside directors.

  • ESG Committee

    Our ESG Committee is a board committee designed to advise, deliberate, and decide on the most appropriate environmental, social, and governance-related directions so as to emphatically reinforce the sustainable development based on its economic, social, and environmental responsibilities as an enterprise.

    Hankook Tire & Technology’s ESG Committee was created by the resolutions implemented by the Board of Directors. The committee consists of at least three directors and its majority must be made up of outside directors. The chairperson is commissioned among its members by the resolutions, and the committee members are appointed or dismissed by the resolutions decided on by the board of directors.

    An outside director Lee Mi-ra was appointed as the chairperson of the ESG committee, which entirely consists of inside and outside directors, among which four of them are Pyo Hyun-myung, Kim Jong-gap, Kang Young-jae, and Lee Mi-ra.


  • Differences from the KCGS Codes for ESG Practices

    Differences from the KCGS Codes for ESG Practices
    Recommendations of the KCGS Codes for ESG Practices Adoption status Note
    Adoption of the corporate governance charter O Establishment and publication on the website
    Written voting system O -
    Electronic voting system O Introduced from the 8th regular general meeting of shareholders (2020-)
    Electronic voting system O Introduced from the 8th regular general meeting of shareholders (2020-)
    Composition of the BOD (majority are outside directors) O 3 inside directors and 4 outside directors (including 1 accounting or finance expert and 1 separately appointed outside director)
    Separation of the chairperson of the BOD and the CEO or appointment of a senior outside director X The chairperson must be appointed through the resolution of the BOD. Since the current CEO has been appointed as the chairperson, he/she is not separately appointed.
    Periodic BOD meetings O Held once a quarter
    Subscription of the liability insurance for directors at the expense of the company O -
    Establishment of the operating regulations for the BOD and committees within the BOD O -
    Public disclosure of the BOD activity records, attendance rates, and the pros and cons of a major agenda O Publication on the website
    Establishment of an expert committee within the BOD O Audit Committee, Outside Director Candidate Recommendation Committee, Internal Transaction Committee, Sustainability Management Committee, and ESG Committee
    Board evaluation X Self-evaluations are carried out for outside directors, and the introduction of self-evaluation for all directors is under review (aim to introduce the BOD evaluation in 2022)
    Components of the Outside Director Candidate Recommendation Committee (majority are outside directors) O 3 inside directors and 4 outside directors
    Components of the Audit Committee (everyone is an outside director) O All outside directors (including one accounting or finance expert)
    Verification of the accuracy of the business reports, etc. O -
    Public disclosure of the audit reports and important matters to be disclosed in Korean and English O Publication of the audit reports written in Korean/English on the website posting and the publication of the fair disclosure in English
    Public disclosure of the governance evaluation rating O Publication on the website
    Enactment of the employee ethics regulations O Establishment and publication on the website
    Description of the difference from the KCGS Codes for ESG Practices O Publication on the website
  • Activities of the BOD and committees within the KCGS Codes for ESG Practices

    1) BOD: Status of BOD meetings in 2021
    Date Bills Approval status Member Voting result
    21-regular-1
    28-Jan-21
    • Report on the global consolidated profit and loss for Q4, 2020
    • 2021 business plan report
    • 2021 reorganization and executive personnel report
    • Report on and approval of the occupational safety plans
    • Modification to the rules on the BOD and committees therewithin
    • Review of the follow-up measures related to the misconducts of the CEO
    Approved Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Agreed
    Seongpil Hong Agreed
    Changhwa Jung Agreed
    21-Temporary-1
    15-Feb-21
    • Approval of the 2020 financial statements
    Approved Same as above Same as above
    21-Temporary-2
    25-Feb-21
    • Decision on the 9th cash dividends
    • Decision on the convocation of an ordinary general meeting of shareholders
    • Decision on the submitted agenda at the regular general meeting of shareholders
    • Matters concerning the solicitation of electronic voting and the electronic power of attorney
    • Report on the operational status of the 2020 internal accounting management system
    • Report on the evaluation of the operational status of the 2020 internal accounting management system
    Approved Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Agreed
    Seongpil Hong Agreed
    Changhwa Jung Agreed
    21-Temporary-3
    12-Mar-21
    • Approval of the 2020 financial statements
    Approved Same as above Same as above
    21-Temporary-4
    01-Apr-21
    • Appointment of the CEO
    • Appointment of the Chairperson of the BOD
    • Election of the members for committees within the BOD
    Approved Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Not applicable
    Seongpil Hong Not applicable
    Changhwa Jung Not applicable
    Jongho Park Agreed
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21-Regular-2
    28-Apr-21
    • Report on the global consolidated profit and loss for Q1, 2021
    • Hankook Tire ESG Report
    • Review report on the establishment of the Secretariat of the BOD
    • Approval of the transactions with affiliated persons
    Approved Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Not applicable
    Seongpil Hong Not applicable
    Changhwa Jung Not applicable
    Jongho Park Agreed
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    8
    21. 10. 28.
    • Report on the global consolidated profit and loss for Q3, 2021
    Report Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Not applicable
    Seongpil Hong Not applicable
    Changhwa Jung Not applicable
    Jongho Park Agreed
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    9
    21. 12. 27.
    • 2022 organizational reform and an executive officer appointment
    • Executive remuneration
    Report Hyunbeom Cho Agreed
    Sooil Lee Agreed
    Choonghwan Cho Not applicable
    Seongpil Hong Not applicable
    Changhwa Jung Not applicable
    Jongho Park Agreed
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    2) Sustainability Management Committee: Status of the Sustainability Management Committee held in 2021
    Date Bills Approval status Note
    21. 1. 18.
    • Extension of the payment guarantee (Mizuho)
    • Extension of the payment guarantee (Citi)
    Approved -
    21. 3. 29.
    • European Holdings - Provision of loans between the Korean Headquarters
    Approved -
    21. 4. 1.
    • Appointment of the chairperson of the Sustainability Management Committee (Inside Director Sooil Lee)
    Approved -
    21. 4. 23.
    • Incorporation and investment in I&B Corporation
    Approved -
    21. 5. 28.
    • Guarantee of the parent company for the issuance of the custom duty bonds of the sales corporation in the US
    • Payment guarantee for the Russian subsidiary's borrowings (AO Woori)
    • Payment guarantee for the Russian subsidiary's borrowings (KEB HNB)
    • Payment guarantee for the Russian subsidiary's borrowings (AO Citi)
    • Extension of the credit line (ING)
    • Extension of the credit line (SC)
    Approved -
    21. 6. 14.
    • Guarantee of the parent company for the loan on the funds for facilities in the Tennessee plant from CITIBANK
    Approved -
    21. 9. 17.
    • Subscription to the executive liability insurance (D&O)
    • Closure of the Indian subsidiary
    • Appointment of the representative of an Indian subsidiary liquidator
    Approved -
    21. 10. 8.
    • Guarantee of the parent company’s SMBC Commercial L/C facility in the Tennessee plant
    • Guarantee of the parent company’s loan for facilities in the Tennessee plant from JP Morgan
    Approved -
    21. 11. 3.
    • Egypt incorporation in progress
    • Closure of the Dubai branch
    • Relocation of the Indian subsidiary
    Approved -
    21. 11. 30.
    • Approval of the conclusion of the Project Optical contract (SPA and SHA)
    • Approval of the conclusion of the equity transfer (SPA) between affiliates
    Approved -
    3) Outside Director Candidate Recommendation Committee: Current status of the Independent Director Candidate Recommendation Committee in 2021
    Date Bills Approval status Members Voting result
    21. 2. 25.
    • Recommendation of candidates for an outside director
    Approved Inside
    directors
    Sooil Lee Agreed
    Hyunbeom Cho Agreed
    Jongho Park Not applicable
    Outside
    directors
    Choonghwan Cho Agreed
    Seongpil Hong Agreed
    Changhwa Jung Agreed
    Hyunmyong Pyo Not applicable
    Jonggap Kim Not applicable
    Youngjae Kang Not applicable
    Mira Lee Not applicable
    21. 4. 1.
    • Appointment of the chairperson of the Outside Director Candidate
      Recommendation Committee
    Approved Inside
    directors
    Sooil Lee Agreed
    Hyunbeom Cho Agreed
    Jongho Park Agreed
    Outside
    directors
    Choonghwan Cho Not applicable
    Seongpil Hong Not applicable
    Changhwa Jung Not applicable
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang
    Mira Lee Agreed
    4) Internal Transaction Committee: Status of the Internal Transaction Committee held in 2021
    Date Bills Approval status Members Voting result
    21. 3. 12.
    • Preliminary approval and public disclosure of large-scale internal transactions in Q2, 2021
      Implementation of the TNA equity financing via share issuance
    Approved Choonghwan Cho Agreed
    Seongpil Hong Agreed
    Changhwa Jung Agreed
    21. 4. 1.
    • Appointment of the Chairperson of the Internal Transactions Committee (Outside Director Hyunmyong Pyo)
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 4. 22.
    • Incorporation and investment in the I&B Corporation
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 6. 16.
    • Preliminary Approved and public disclosure of large-scale internal transactions in Q3, 2021
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 7. 30.
    • Public announcement of the modification to large-scale internal transactions in Q2, 2021
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 9. 17.
    • Preliminary approval and public disclosure of large-scale internal transactions in Q4, 2021
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 11. 30.
    • Approval of the conclusion of the equity transfer (SPA) between affiliates
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 12. 27.
    • Renewal of the brand royalty contract
    • Preliminary approved and public disclosure of large-scale internal transactions in Q1, 22
    Approved Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    5) ESG Committee: Status of the ESG Committee held in 2021
    Date Bills Approval status Members Voting result
    21. 7. 30.
    • Appointment of the Chairperson of the ESG Committee
    Approved Inside
    directors
    Sooil Lee Agreed
    Hyunbeom Cho Agreed
    Jongho Park Agreed
    Outside
    Director
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 10. 28.
    • Report on the status of ESG activities
    Report Inside
    directors
    Sooil Lee Agreed
    Hyunbeom Cho Agreed
    Jongho Park Agreed
    Outside
    Director
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
    21. 10. 28.
    • Report on the status of the corporate governance
    Report Inside
    directors
    Sooil Lee Agreed
    Hyunbeom Cho Agreed
    Jongho Park Agreed
    Outside
    Director
    Hyunmyong Pyo Agreed
    Jonggap Kim Agreed
    Youngjae Kang Agreed
    Mira Lee Agreed
  • Code of Ethics and the Articles of the Incorporation/Annexed Articles of Incorporation