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:
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 Independent Director Recommendation Committee is a committee under the Board of Directors to recommend independent director candidates in accordance with relevant laws and regulations, AOI and the Regulation of the Board of Directors.
The committee assesses the independence and ability of potential candidates for Independent Directors and recommend relevant candidates to the Board.
The Board decides on candidates for Independent Directors among the potential candidates recommended by the committee and submits the names of the final candidates for resolution at a general meeting of shareholders. In this way, management's influence is minimized over the decision on candidates for Independent Directors. The current procedure helps Independent Directors maintain their independence.
The Independent Director Recommendation Committee shall comprise at least two but no more than four Directors, more than half of whom shall be Independent Directors.
Currently the committee consists of three Independent Directors and one Executive Directors. The head of the committee is Independent Director Han-joong Kim.
|Independent Director Recommendation Committee members|
(Head of the committee)
|Byeong-Gi Lee||Eun-Mee Kim||Oh-Hyun Kwon|
The Independent Director Recommendation Committee is a committee that is called upon only when there are candidates for Independent Director to be submitted at the general meeting of shareholders.Convening of Meetings
The head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.Method of Resolution
The presence of the majority of all Directors shall constitute a quorum for a meeting of the Independent Director Recommendation Committee and the resolutions shall be adopted by a majority of the votes of the directors attending the meeting; provided that a Director having special interest in the resolution of the committee shall not exercise his/her voting rights.
* Since there was no independent director candidate to be approved in 2005 and 2008, no meeting of the Independent Director Recommendation Committee was held during the year.
|22 February, 2010|
|Recommendation of independent director candidates
* Candidates : In-Ho Lee
|29 January, 2010|
|Deadline for recommendation of independent director candidates
* Deadline for recommendation of independent director candidates : Feb. 23, 2010