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 Audit Committee is a committee under the Board of Directors that supervises and supports management in a way that may maximize corporate value through checks and balances. It was established in 2000 to replace the previous existing auditors.
The Audit Committee comprises of three Directors, more than two thirds of whom shall be Independent Directors. The committee members are appointed by resolution at the Board meeting.
Current members are all Independent Directors, and the head of the committee is Independent Director In-Ho Lee.
| Audit Committee members | ||
|---|---|---|
|
In-Ho Lee (Head of the committee) |
Dong-Min Yoon | Han-joong Kim |
Regular meeting: Audit Committee meetings shall be held at least once every quarter
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 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.
In accordance with relevant laws and regulations, the Audit Committee shall have the following authority:
- Authority to audit business of the Company
- Authority to request reports on the business status of the Company and investigate assets of the Company
- Authority to receive reports from Directors
- Authority to investigate subsidiaries of the Company
- Authority to request to stop any acts in violation of laws and regulations or the Articles of Incorporation.
- Authority to Institute Various Actions
- Authority to request the convocation of a general meeting of shareholders
- Authority to recommend candidates for external auditors
- Any other authority granted to the committee by relevant laws and regulations, the Articles of Incorporation or a Board resolution
For the Audit Committee to maintain independence and check-and-balance, the Company entitles the audit committee members the following authorities by regulation:
- Duty of Good Faith
- Duty to investigate and report to a general meeting of shareholders
- Duty to investigate and report to the Board
- Duty to Prepare Report on the Audit Results
- Duty to Prepare and Submit Audit Report
- Duties under the Act on External Audit of Stock Companies
| 27 October, 2011 | |
|---|---|
| Agenda | Attendance |
| 3Q11 financial statements and business report | 2/3 present |
| 3Q11 non-audit service contracts | |
| 27 July, 2011 | |
|---|---|
| Agenda | Attendance |
| Report on the 43rd 1H2011 financial statement and business report | 3/3 present |
| Report on non-audit performance in 2Q 2011 | |
| Report on 1H 2011 audit performance | |
| 28 April, 2011 | |
|---|---|
| Agenda | Attendance |
| 1Q11 financial statements and business report | 3/3 present |
| 1Q11 non-audit service contracts | |
| 22 February, 2011 | |
|---|---|
| Agenda | Attendance |
| Review of agendas of the 42nd general meeting of shareholders | 3/3 present |
| Assessment of FY 2010 internal control system | |
| 18 February, 2011 | |
|---|---|
| Agenda | Attendance |
| Review and approval of the appointment of outside auditors | 3/3 present |
| 27 January, 2011 | |
|---|---|
| Agenda | Attendance |
| FY 2010 financial statements and business report | 2/3 present |
| FY 2010 internal accounting management system | |
| Q410 non-audit service contracts | |
| Report on the outside auditor appointment plan | |
| FY 2010 audit results | |
