management committee
A sharp increase in the number of Independent Directors made it difficult for the Company to convene Board meetings as often as is needed. Therefore, the Company set up committees under the Board in accordance with relevant laws and delegated some of the Board authority to the committees, each of which is filled with Directors who can bring their expertise and experience to the assigned committee.
Board committees, established and operating in accordance with Article 28-2 of Articles of Incorporation, are as set forth:
- Management Committee
- Audit Committee
- Independent Director Recommendation Committee
- Related Party Transactions Committee
* Others The Company has the Compensation Committee which consists of Executive Directors and major Senior Vice Presidents though it is not a committee under the Board of Directors. Also, although the Company does not have a separate corporate governance Committee, the Board works to maintain a high level of corporate transparencies through the Independent Director Recommendation Committee and the Related Party Transactions Committee.
Each agenda approved by board committees is instantly notified to all Directors, and each Director may call for the convocation of Board meetings within two days from the notice. The Board of Directors may put the resolutions approved by the committees for voting at the Board meeting.
The Management Committee is a committee under the Board of Directors that deliberates and decides matters either delegated by the Board of Directors, or specified in the articles of incorporation or Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-making.
The Management Committee shall comprise at least two but no more than ten Directors, who are appointed by resolution at the Board meeting, in accordance with relevant laws and regulations.
Currently, the committee consists of three Executive Directors.
| Management Committee Members | ||
|---|---|---|
| Jong-Yong Yun | Yoon-Woo Lee | Doh-Seok Choi |
The meetings of the Management Committee shall be either regular or extraordinary meetings.
- Regular Meeting: Usually held every Monday
- Extraordinary Meeting: Held whenever necessary
The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.
The presence of the majority of all Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors attending the meeting; provided that Board meetings may take place via electronic means, such as conference call, within the scope provided by relevant laws.
While reviewing and deciding agendas at hand, the committee may call in management officers, executives or outside figures, involved in the issues at hand, for their explanation or opinions.
In accordance with relevant laws and regulations, the Management Committee shall deliberate and decide the following matters:
- Development of annual or mid-to-long-term management plans and strategies of the Company
- Establishment of major business strategies
- Promotion of business plans and corporate restructuring (overhaul of sunset/loss-making business)
- Establishment, relocation and/or withdrawal of business bases, including overseas subsidiaries
- Promotion of cooperation with foreign companies, including strategic partnership
- Acquisition or sale of domestic/overseas subsidiaries
- Other pending business issues
- Establishment, relocation and close of branches, plants and offices
- Appointment or dismissal of managers
- Suspension of production in the amount of more than 10% of the total output for the most recent fiscal year, and close of business
- Conclusion of technology inducement agreement, technology transfer, and technological partner ship
- Acquisition and transfer of patents on new technology and/or new materials
- Collection and destruction of products in the amount of more than 10% of sales for the most recent fiscal year
- Conclusion of a single contract worth more than 10% of sales for the recent fiscal year
- Conclusion and/or termination of a single sales agency agreement or a supply agreement worth more than 10% of sales for the most recent fiscal year
- Basic operating principles
- Determination and change of basic principles concerning salary, bonus and welfare system
- Appointment, dismissal and change of a transfer agent
- Book closure and record date setting
- Enactment of bylaws necessary for work process and management
- Capital contribution to other corporations or disposition thereof, in the amount of less than 10% of the capital stock
- Foreign direct investment in the amount of less than 10% of the capital stock
- Provision of security or payment guarantee in the amount of less than 10% of the capital stock
- Conclusion of a loan agreement in the amount of less than 50% of the equities
- Approval of internal transactions
- "Internal transactions" mean the act of offering or trading funds such as advance payments and loans, securities such as stocks and corporate bonds, and assets such as real estate or intangible property rights, with specially related parties or for the specially related parties under the Monopoly
- Regulation and Fair Trade Act.
- Issuance of bonds
- Facility investment
- Acquisition or disposition of any primary fixed assets
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