Our Corporate Governance work to enhance our company's decision-making and supervisory process based on the highest standards of governance, transparency, and accountability. Under such policy, the Board of Directors (BOD) administers the performance of management, sets corporate management policies, and makes strategic decisions on business execution. These activities are performed in accordance with relevant laws and regulations, the Article of Incorporation, and the resolutions made at the annual general shareholders meeting (AGM).
The BOD is composed of four executive directors and five independent directors. The BOD is consists of an independent director majority to both guarantee the board's independence and transparency. In addition, the Board established a transparent decision-making process with inputs from a broad spectrum of outside experts.
Pursuant to the Article of Incorporation, the Independent Directors Recommendation Committee initially selects candidates from among a pool of professional experts with in-depth knowledge and experience in a variety of areas including business management, economy, accounting, law, technology, CSR, etc.
The independent directors meet separately from the BOD's executive directors in order to promote a free exchange of ideas on all aspects of the company's management. All directors are prohibited from engaging in business activities within the same industry without the approval of the BOD. This arrangement is to prevent conflicts of interest as specified in the Korean Commerce Act and the Company's Articles of Incorporation.
In conformance with Article 5 of the Regulation of the Board of Directors, the representative director shall be appointed as the Chairman of the Board and preside over the BOD meetings. If the Company has several Representative Directors, Representative Director & Vice Chairman shall serve as Chairman of the Board. If Representative Director & Vice Chairman cannot serve as Chairman of the BOD, a Director appointed by the BOD shall act for him.
Mr. Oh-Hyun Kwon, Vice Chairman and CEO, has been appointed as the Chair of the Board since 2012.
- Regulations regarding the election, terms of office, and election of Directors in case of vacancy are included in the Article 24 of our Article of Incorporation.
- It states the Company shall have at least three, but not more than fourteen, directors and such directors shall be appointed at a general meeting of shareholders; provided, however, that independent directors shall be elected from candidates recommended by the Independent Director Recommendation Committee.
- Pursuant to the Article 25 of our Articles of Incorporation, all of our Board members', appointed by resolution at the AGM, term of office is 3(three) years. At the time of expiration, they are eligible for re-election at the AGM.
- In case of two or more directors are nominated, the cumulative voting system according to the Korean Commercial Code shall not be applicable.
* At the 30th AGM in 1999, shareholders proposed to revise the Articles of Incorporation to adopt a cumulative voting method. However, it was voted down by shareholders at the AGM.
- The BOD shall screen the qualifications of Executive Directors for Representative Director or Co-Representative Director position.
- The representative director shall be elected by the Board of Directors. The representative director shall represent the Company and in case there are several representative directors, each shall represent the Company respectively.
Director independence shall be determined by the independence requirements set forth by the Korean Stock Exchange listing standards, the Commercial Code and other related regulations. If a Director meets at least one of the criteria under applicable standards, he or she may not be deemed "independent."
Pursuant to Article 26 of our Article of Incorporations, any vacancy in the office of the director shall be filled by a resolution of a general meeting of shareholders. However, if the number of directors does not fall below the number prescribed by the Article 24 and there is no difficulty in the administration of business, the foregoing shall not be applicable.
- Our Company's Board of Directors
- *The terms of office of our BOD members is three years.
|Vice Chairman & CEO||Oh-Hyun Kwon||Chairman of BOD / Head of Device Solutions Business|
|President||Jong-Kyun Shin||Head of IT & Mobile Communications Business|
|President||Boo-Keun Yoon||Head of Consumer Electronics Business|
|President||Sang-Hoon Lee||CFO / Overall management support|
|Independent Director||Eun-Mee Kim||Independent director recommendation committee, CSR committee|
|Independent Director||Han-Joong Kim||Audit scommittee, Related party transactions committee, Independent director recommendation committee, CSR committee|
|Independent Director||Kwang-Soo Song||Audit scommittee, Related party transactions committee, Compensation committee, CSR committee|
|Independent Director||Byeong-Gi Lee||Independent director recommendation committee, Compensation committee, CSR committee|
|Independent Director||In-Ho Lee||Audit scommittee, Related party transactions committee, Compensation committee, CSR committee|
* Representative Director(s) must be a member of the Executive Directors and be selected by the Board of Directors. Currently, our company has One Representative Director : Mr. Oh-Hyun Kwon