Board Sub-committees
이사회 산하 위원회 현황 표 (위원회 명, 구성, 위원회의 주요 역할 로 구성)
|
Members |
Key roles of the committees |
Outside Director Recommendation Committee
(Total of 3 members) |
Outside Director Lee Chang-jae (Representative Committee Member)
Outside Director Song Ok-rial
Internal Director Lee Geon-jong
|
- Establishment, inspection, and supplementation of the principle of appointing the outside director
- Recommendation of outside director candidate for appointment through the general meeting of shareholders
- Continuous director candidate group management and candidate verification
|
Audit Committee
(Total of 3 members) |
Outside Director Pyeon Ho-beom
(Representative Committee Member)
Outside Director Lee Chang-jae
Outside Director Song Ok-rial
|
- Supervision of the work by the directors and management
- Appointment of external auditor
- Other matters set forth by the articles of association or internal rules regarding the audit
|
Management Committee
(Total of 2 members) |
Internal Director Lee Geon-jong
(Representative Committee Member)
Internal Director Lee Cheon-seok
|
- Matters regarding the decision and modification of basic policies in company management
- New business and investment
- Matters regarding the issuance of new shares (including issuance of new shares and handling of
forfeited shares and odd-lot shares due to capital increase by ordinary public offering, issuance of employees’
stock and depository receipt, etc.)
- Issuance of bonds
- Capitalization of reserves
- Issuance of convertible bonds
- Issuance of bonds with warrant
- Matters regarding the issuance of preferred stock (including the distribution of profit on the preferred stock,
decision on preferred dividend, conversion into normal stock, etc.)
- Acquisition and disposition of major properties
- Establishment, revision, and disposal of important company regulations
- Installation and closure of branch, plant, sales office, local office and corporation, etc.
- Matters regarding the appointment, dismissal, and change in transfer agent
- Matters regarding the establishment of stockholders’ list closing and standard date
- Among other matters included in the authority of the Board of Directors,
matters indicated to be granted according to Article 10, Paragraph 1 and on the issuance of bonds overall
except matters delegated to another committee
|
※ Outside director Wang Yoon-jong resigned on May. 9, 2022
Outside Director Candidate Nominating Committee Activities
2022년 사외이사후보추천위원회 운영현황 표 (회차, 개최일자, 구분, 의안내용, Approved여부, 참석현황 로 구성)
| Session |
Date |
Classification |
Agenda |
Approval/Reject |
Participation |
| 4 |
Mar. 18, 2023 |
Resolution |
- 1. Appointment of representative committee member
- Representative Committee Member: Lee Chang-jae
|
Approved |
3/3 |
| 3 |
Feb. 22, 2023 |
Resolution |
- 1. Recommendation of Outside Director Candidate
- Outside Director Candidate: Song Ok-rial
|
Approved |
2/2 |
| 2 |
Mar. 19, 2022 |
Resolution |
- 1. Appointment of representative committee member
- Representative Committee Member: Wang Yun-jong
|
Approved |
3/3 |
| 1 |
Feb. 24, 2022 |
Resolution |
- 1. Recommendation of Outside Director Candidate
-Outside Director Candidate: Pyeon Ho-beom, Wang Yun-jong, Lee Chang-jae
|
Approved |
3/3 |
Management Committee Activities
2022년 경영위원회 운영현황 표 (회차, 개최일자, 구분, 의안내용, Approved여부, 참석현황 로 구성)
| Session |
Date |
Classification |
Agenda |
Approval/Reject |
Participation |
| 13 |
2022.03.19 |
Resolution |
Appointment of representative committee member |
Approved |
2/2 |
| 12 |
2022.03.11 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 11 |
2022.03.08 |
Resolution |
Matters regarding financial transaction |
Approved |
2/2 |
| 10 |
2022.02.23 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 9 |
2022.02.23 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 8 |
2022.02.21 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 7 |
2022.02.07 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 6 |
2022.01.28 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 5 |
2022.01.28 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 4 |
2022.01.28 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 3 |
2022.01.14 |
Resolution |
Guarantee on Overseas Corporation |
Approved |
2/2 |
| 2 |
2022.01.12 |
Resolution |
Matters regarding financial transaction |
Approved |
2/2 |
| 1 |
2022.01.10 |
Resolution |
Matters regarding investment |
Approved |
2/2 |
- Article 34(Committees)
-
① The Company shall establish the following committees within the Board of Directors.
- Non-executive Director Candidate Recommendation Committee
- Audit Committee
- Management Committee
-
② The Company can establish an assortment of committees other than those specified in paragraph 1 within the Board of Directors by resolution of the Board of Directors for more efficient performance of the Company and the operation of the
Board of Directors.
-
③ Details regarding the composition, authority and operation of each committee shall be determined by resolution of the Board of Directors.
-
④ The committees shall notify each director of resolutions. In this case, each director can request the relevant person to hold a meeting of the Board of Directors pursuant to Article 30(2) within five days of receiving the notification,
and the Board of Directors can rescind the resolutions made by the committee.
- Article 35(Non-executive Director Candidate Recommendation Committee)
-
① The Company shall establish a Non-executive Director Candidate Recommendation Committee for the recommendation of candidates for non-executive directors.
-
② The Non-executive Director Candidate Recommendation Committee shall be composed of two or more directors, and non-executive directors shall constitute at least one-half of the total number of the committee’s directors.
-
③ The Non-executive Director Candidate Recommendation Committee shall select a person to represent the committee by resolution of itself.
-
④ With regard to the resolution procedure for the Non-executive Director Candidate Recommendation Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members
are in attendance.
- Article 36(Audit Committee)
-
① The Audit Committee shall consist of three or more directors, and two-thirds or more of its members shall be non-executive directors.
-
② The Audit Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
-
③ With regard to the resolution procedure for the Audit Committee, all proposed resolutions shall be approved by two-thirds of the members present when a majority of all of the committee’s members are in attendance.
-
④ The Audit Committee shall handle accounting and work audits for the Company and matters specified by the related rules and regulations of the Company, as well as matters delegated by the Board of Directors.
- Article 37(Management Committee)
-
① The Company shall establish a Management Committee composed of standing directors.
-
② The Management Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
-
③ With regard to the resolution procedure for the Management Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members are in attendance.
-
④ The Management Committee shall handle matters delegated by the Board of Directors in relation to the management of the Company.
- Article 38(Advisor and Counselor)
-
① An adviser or a counselor can be appointed by resolution of the board or by resolution of the committee entrusted with the job by the Board of Directors.
- Article 39(Manager)
-
① A manager can be appointed by resolution of the Board of Directors or by resolution of the committee entrusted with the job by the Board of Directors.
