| Category | Name | Gender | Committee within the BOD | Field of Expertise | Career Highlights | Date of Appointment | Expiration of Term | |
|---|---|---|---|---|---|---|---|---|
| Audit Committee | Outside Director Candidate Recommendation Committee | |||||||
| Executive Director | Byung-Joong Kang | Male | General company management | ˙ Chairman, NEXEN TIRE ˙ Chairman, Wolsuk Scholarship Foundation ˙ Chairman & CEO, NEXEN Corp |
1999.06.01 | 2026.03.27 | ||
| Executive Director | Ho-Chan Kang | Male | ● | General company management | ˙ Vice Chair, NEXEN TIRE ˙ Vice Chair & CEO, NEXEN Corp. |
2003.02.13 | 2025.03.27 | |
| Executive Director | Hyun-Jong Lee | Male | General company management | ˙ President, NEXEN TIRE | 2022.03.28 | 2025.03.27 | ||
| Outside Director | Seung-Hwa Kwon | Male | ● | ● | Accounting, audit | ˙ Advisor, Lee Young Advisor Co., Ltd. ˙ Former CEO, EY Hanyoung Accounting Corporation |
2020.03.24 | 2026.03.27 |
| Outside Director | Han-Ik Yoo | Male | ● | ● | General company management | ˙ CEO, RXC PRIZM (founder) ˙ Former Representative director, TMON |
2021.03.26 | 2024.03.25 |
| Outside Director | Gak-Kyu Hwang | Male | ● | General company management | ˙ Advisor, Lotte Corp. ˙ Former Vice Chair & CEO, Lotte Corp. |
2022.03.28 | 2025.03.27 | |
| Outside Director | Yong-Taek Hong | Male | ● | Material Technology | ˙ Professor, Department of Electrical and Computer Engineering, Seoul National University ˙ Former Outside Director, Kolon Industries Co., Ltd. |
2022.03.28 | 2025.03.27 | |
| Session | Date of Meeting | Division | Agenda | Approval Status | Attendance/ Capacity |
|---|---|---|---|---|---|
| 1 | January 19 (Thu) | Resolution | Approval for the extension of the pledge period for company holdings (European subsidiary) | Approved | 7/7 |
| Report | Report on the Separate Financial Statements for the 65th fiscal year (2022) closing | Reported | |||
| Report on the business and investment plan for the year 2023 | |||||
| Report on the current status and future plans of marketing activities | |||||
| 2 | February 13 (Mon) | Resolution | Approval of the Consolidated Financial Statements for the 65th fiscal year (2022) | Approved | 6/7 |
| Approval of the Business Report for the 65th fiscal year (2022) | |||||
| Report on the safety and health performance for the year 2022 and approval of the plans for 2023 | |||||
| Report | Preliminary report on the 65th annual shareholders' meeting and agenda | Reported | |||
| Report on the operational status of the internal accounting management system for the year 2022 | |||||
| 3 | March 13 (Mon) | Resolution | Approval of the Financial Statements and Business Report for the 65th fiscal year (2022) | Approved | 6/7 |
| Convocation of the 65th annual shareholders' meeting for the year 2022 and approval of agenda items | |||||
| Report | Report on the evaluation results of the internal accounting management system for the year 2022 | Reported | |||
| Report on the self-evaluation results of the Audit Committee | |||||
| 4 | March 28 (Tue) | Resolution | Appointment of the Chief Executive Officer (CEO) | Approved | 5/7 |
| Appointment of the Outside Director Candidate | |||||
| 5 | May 3 (Wed) | Report | Report on the Consolidated/Individual Financial Statements for the first quarter of 2023 | Reported | 7/7 |
| Report on the annual operational plan of the internal accounting management for the year 2023 | |||||
| Report on the medium to long-term ICT operational plan | |||||
| 6 | May 26 (Fri) | Resolution | Approval of transactions between directors and the company (Note 1) | Approved | 5/7 |
| 7 | July 25 (Tue) | Report | Report on the medium to long-term Supply Chain Management (SCM) operational plan | Reported | 6/7 |
| Report on the Consolidated/Individual Financial Statements for the second quarter of 2023 | |||||
| Report on the results of bond issuance for the first half of 2023 | |||||
| Report on the implementation status of safety and health for the first half of 2023 | |||||
| Report on the current status and plans of ESG Management for the year 2023 | |||||
| 8 | November 7 (Tue) | Resolution | Delegation of authority to the CEO regarding the extension of the deadline for subsidiary's guarantees | Approved | 6/7 |
| Establishment of compliance control standards system | |||||
| Approval of operation guidelines and regulation amendments for the Outside Director Candidate Recommendation Committee | |||||
| Establishment of the ESG Management Committee within the Board and appointment of the Committee Chairman (Note 2) | Deferred | ||||
| Report | Report on the Consolidated/Individual Financial Statements for the third quarter of 2023 | Reported | |||
| 9 | December 15 (Fri) | Resolution | Establishment of the ESG Management Committee and appointment of the Committee Chair | Approved | 6/7 |
(Note 1) The agenda item, 'Approval of transactions between directors and the company,' at the 6th Board of Directors Meeting for the year 2023, falls under the provisions of the Commercial Act concerning transactions between directors and the company. Therefore, Han-Ik Yoo, an Outside Director with a specific interest in the agenda, abstained from exercising voting rights on this matter.
(Note 2) The composition of the Committee is scheduled to be reconsidered and re-submitted after a review.
| Category | Composition | Functions | Operation Status |
|---|---|---|---|
| Audit Committee | Outside Directors (4) | - Review accounting documents, audit procedures and results of accounting firm - Request additional Review of accounting books and related documents to accounting firm and Review results - Review the operational status of internal accounting control system after receiving reports from the internal accounting manager |
9 sessions in 2020, 5 sessions in 2021, 7 sessions in 2022 |
| Outside Director Candidate Recommendation Committee | Executive Director (1), Outside Directors (2) | - Recommend Outside Director Candidates at the general shareholders’ meeting | 2 sessions in 2020, 1 session in 2021, 1 session in 2022 |
| Session | Date of Meeting | Division | Agenda | Approval Status | Attendance/ Capacity |
|---|---|---|---|---|---|
| 1 | February13 (Mon) | Report | Report on the Consolidated Financial Statements for the 65th fiscal year (2022) | Reported | 4/4 |
| Report on the operational status of the internal accounting management system for the year 2022 | Reported | ||||
| Report on the results of internal audit activities for the year 2022 and plans for the year 2023 | Reported | ||||
| 2 | March 13 (Mon) | Resolution | Approval of the self-evaluation results of the Audit Committee | Approved | 4/4 |
| Approval of the evaluation results of the internal accounting management system for the year 2022 | Approved | ||||
| Approval of the audit report by the Audit Committee | Approved | ||||
| Approval of the audit opinion on internal monitoring system | Approved | ||||
| 3 | March 28 (Tue) | Resolution | Appointment of the Audit Committee Chairperson | Approved | 3/4 |
| 4 | May 3 (Wed) | Report | Report on the Consolidated/Individual Financial Statements for the first quarter of 2023 | Reported | 4/4 |
| Annual operational plan report for the internal accounting management system for the year 2023 | Reported | ||||
| 5 | July 25 (Tue) | Report | Report on the Consolidated/Individual Financial Statements for the second quarter of 2023 | Reported | 4/4 |
| Report on the internal audit activities and the operating status of the Ethics Report Center for the first half of 2023 | Reported | ||||
| 6 | September 19 (Tue) | Report | Report on the design evaluation results of the internal accounting management system and the progress of the operational evaluation for the first half of 2023 | Reported | 4/4 |
| Report on the revision of internal accounting management guidelines | Reported | ||||
| 7 | November 7 (Tue) | Report | Report on the Consolidated/Individual Financial Statements for the third quarter of 2023 | Reported | 4/4 |
| Session | Date of Meeting | Division | Agenda | Approval Status | Attendance/ Capacity |
|---|---|---|---|---|---|
| 1 | March 13 (Mon) | Resolution | Recommendation of Outside Director Candidate | Approved | 3/3 |
The remuneration of the directors is determined by taking into account the nature of the delegation tasks and the results of the performance, etc. Incentives for the year are paid in consideration of the annual remuneration of the previous year, the coefficient of management performance, and the rate of increase by assessment grade. To the extent that it does not impair the independence of each director, we are considering the establishment of fair internal evaluation standards by carrying out regular evaluation of activities in accordance with comprehensive standards such as attendance rate, independence, and contribution. We plan to establish a way to reflect the results of the evaluation in making remuneration as well as re-election decisions.
The remuneration of directors is paid after calculating their management performance according to economic, social and environmental performance indicators. In addition, separate stock options are not provided to Outside Directors.
Directors’ remuneration is paid in accordance with the regulations within the annual remuneration limit of KRW 6 billion approved at the General Shareholders’ Meeting.
| Category | Unit | Total | Executive Director | Outside Director |
|---|---|---|---|---|
| Number of Executives | Persons | 7 | 3 | 4 |
| Total Remuneration | KRW million | 2,104 | 1,936 | 168 |
| Average Remuneration per Person | KRW million | 690 | 645 | 45 |
