PR Center

Corporate Governance

BoD Composition and Activities

  • Composition

    Inside directors (2)

    Registered executives are based on the "date of registration."

    • CEO of Hyosung Chemical, BoD Chairman

      Kun-jong Lee

      2022.03.17 ~ 2024.03.16

      Date of initial appointment

      2020.03.20

      Liability coverage

      Covered

      Brief Background

      • Present) CEO of Hyosung Chemical
      • Former) CEO of Wonik Materials Co., Ltd.

    • Cheon-seok Lee

      2022.03.17 ~ 2024.03.16

      Date of initial appointment

      2022.03.17

      Liability coverage

      Covered

      Brief Background

      • Present) Vice President of Hyosung Chemical
      • Head of Optical Film PU and Film PU

    Outside directors (3)

    Registered executives are based on the "date of registration."

    • Ho-beom Pyeon

      2022.03.17.~ 2024.03.16

      Date of initial appointment

      2018.06.01

      Liability coverage

      Covered

      Brief Background

      • Present) Chair Professor at Suwon University Department of Accounting
      • Former) Member of the Board of Audit and Inspection
      • Former) Vice-chairman at Deloitte Korea

    • Chang-jae Lee

      2022.03.17.~ 2024.03.16

      Date of initial appointment

      2018.06.01

      Liability coverage

      Covered

      Brief Background

      • Present) Attorney at Kim & Chang

    • Ok-ryul Song

      2023.03.16.~2025.03.15

      Date of initial appointment

      2023.03.16

      Liability coverage

      Covered

      Brief Background

      • Present) Professor at the Department of Law, Seoul National University School of Law
      • Present) Director of the Seoul National University Law Research Institute
      • Present) Director of the Center for Financial Law, Seoul National University Law Research Institute
      • Former) Visiting Professor at Duke University School of Law

    2023 Hyosung Chemical Board Skills Matrix (BSM)

    2023 Hyosung Chemical Board Skills Matrix (BSM)
    Classification Inside directors Outside directors Ratio
    CEO - Auditor
    Kun-jong Lee Chan-seok Lee Ho-beom Pyeon Chang-jae Lee Ok-ryul Song
    Director competency Management/
    leadership    		 O O O O O 5/5
    Economy/
    industry    		 O O O - - 3/5
    Merger/capital
    market    		 O O O O O 5/5
    Sales/
    marketing    		 O O - - - 2/5
    R&D/industrial
    technology    		 O O - - - 2/5
    Accounting/
    finance    		 O O O O O 4/5
    Laws and regulations/
    public policy    		 - - O O O 3/5
    Environment and culture/social contribution O O O - - 3/5
    Risk management/
    ESG strategy    		 O O O O O 5/5
    Global
    business    		 O O O - - 4/5
    General matter Affiliated
    committee
    • Outside Director Candidate Recommendation Committee
    • Management Committee (Representative Member)
    • Management Committee
    • Audit Committee (Representative Member)
    • Outside Director Candidate Recommendation Committee (Chairperson)
    • Audit Committee
    • Outside Director Candidate Recommendation Committee
    • Management Committee
    		 1.6 committees per director
    Independence - - O O O -
    Appointed date 2020.3.20 2022.3.17 2018.6.1 2018.6.1 2023.3.16 -
    Date of birth
    (Age)    		 1957.1.18
    (based on lunar calendar)
    (Age 65)    		 1964.6.10
    (Age 58)    		 1952.1.15
    (Age 71)    		 1965.1.20
    (Age 57)    		 1969.11.12
    (Age 53)    		 60.8
    years old
    Gender Male Male Male Male Male Male5

    Evaluation and compensation of directors and auditors

    Directors are evaluated annually based on their knowledge of the Company's business and technology, as well as their participation in board activities; the results of these evaluations are discussed by the BoD.
    In addition, compensation is paid to the BoD in a fair and transparent manner based on the evaluation results through a resolution at the annual general meeting.
    The remuneration of the BoD does not exceed the limit set at the annual general meeting. The BoD's severance pay is paid in accordance with the executive severance pay payment regulations established at the annual general meeting.

    Director and auditor remuneration in 2022

    (Unit: KRW 1 million)

    Director and auditor remuneration in 2022
    Classification # of people Total remuneration Average remuneration per person
    Registered director 2 557 186
    Outside director
    (excluding Audit Committee members)    		 - - -
    Audit Committee member 2 131 44
    Audit - - -
    • The "# of people" represents the number of directors (including Audit Committee members) in office as of December 31, 2021.
    • The "total remuneration" is the total remuneration paid to all directors (including Audit Committee members) who served between January 1, 2021 and December 31, 2021. (Including remuneration paid to registered directors who retired in 2021.)
    • The average remuneration per individual was determined by dividing the total remuneration by the average number of individuals.

    • Articles of Incorporation - Directors and Board of Directors

      download

    • BoD Operating Rules

      download

    • Matters Concerning the Company’s Organizations and Affiliates, such as the BoD

      download

    • Report on Hyosung Chemical Corporate Governance 2021

      download

    • Best Governance Practices

      download

    • Differences from Best Governance Practices

      download

  • Activities

    BoD activities in 2022

    BoD activities in 2022
    Meeting Date convened Agenda items Approval # of outside directors present
    6th 2022.10.28 1. Approval of large-scale internal transactions
    2. Approval of transactions between the Company and directors     		Approved 2/2
    1. Report on the most significant management activities and financial statements for Q3 2022
    2. Report on the key ESG management activities
    3. Management Committee's resolution report for Q3 2022     		-
    5th 2022.07.29 1. Report on the most significant management activities and financial statements for Q2 2022
    2. Status and evaluation report on the internal control accounting systems for the first half of 2022
    3. Management Committee's resolution report for Q2 2022     		Approved 2/2
    4th 2022.04.27 1. Approval and approval of changes to large-scale internal transactions
    2. Approval of transactions between the Company and directors     		Approved 3/3
    1. Report on the most significant management activities and financial statements for Q1 2022
    2. Management Committee's resolution report for Q1 2022     		-
    3rd 2022.03.19 1. Appointment of the CEO
    2. Appointment of the BoD chairman
    3. Appointment of members of the Outside Director Candidate Recommendation Committee
    4. Appointment of Management Committee members     		Approved 3/3
    2nd 2022.02.24 1. Approval of the 4th-term financial statements and business reports for the year 2021 Approved 3/3
    1. Report on details of transactions with majority shareholders in 2021
    2. Evaluation report on internal control accounting systems operations     		-
    1st 2022.01.26 1. Approval of the 4th-term financial statements and business reports for the year 2021
    2. Approval of transactions between the Company and directors
    3. Approval of the safety and health plan for 2022     		Approved 3/3
    1. Report on the internal control accounting systems for 2021
    2. Report on support for compliance activities in 2021
    3. Management Committee's resolution report for Q4 2021     		-
    • On May 9, 2022, Outside Director Yun-jong Wang resigned.

    • BoD activities in 2021
      BoD activities in 2021
      Meeting Date convened Agenda items Approval # of outside directors present
      5th 2021.10.29 1. Report on the most significant management activities and financial statements for Q3 2021
      2. Management Committee's resolution report for Q3 2021       		- 3/3
      1. Approval of large-scale changes to internal transactions
      2. Approval of transactions between the Company and directors       		Approved
      4th 2021.07.30 1. Report on the most significant management activities and financial statements for Q2 2021
      2. Status and evaluation report on the internal control accounting systems for the first half of 2021
      3. Report on the formation of the ESG Management Promotion Committee
      4. Management Committee's resolution report for Q2 2021       		- 2/3
      1. Approval of large-scale changes to internal transactions
      2. Approval of transactions between the Company and directors       		Approved
      3rd 2021.04.30 1. Report on the most significant management activities and financial statements for Q1 2021
      2. Management Committee's resolution report for Q1 2021       		- 3/3
      1. Approval of large-scale changes to internal transactions
      2. Approval of transactions between the Company and directors       		Approved
      2nd 2021.02.25 1. Determination of the date, location, and purpose of the 3rd AGM (2020) Approved 3/3
      1. Report on details of transactions with majority shareholders in 2020
      2. Evaluation report on internal control accounting systems operations       		-
      1st 2021.01.29 1. Approval of the 3rd-term financial statements and business reports for the year 2020
      2. Approval of large-scale changes to internal transactions for 2021
      3. Approval of transactions between the Company and directors
      4. Approval of the safety and health plan for 2021       		Approved 3/3
      1. Report on the internal control accounting systems for 2020
      2. Report on support for compliance activities in 2020
      3. Management Committee's resolution report for Q4 2020       		-

    • BoD activities in 2020
      BoD activities in 2020
      Meeting Date convened Agenda items Approval # of outside directors present
      7th 2020.10.30 1. Report on the most significant management activities and financial statements for Q3 2020
      2. Management Committee's resolution report for Q3 2020
      3. Approval of large-scale changes to internal transactions for 2021
      4. Approval of transactions between the Company and directors       		Approved 3/3
      6th 2020.07.31 1. Report on the most significant management activities and financial statements for Q2 2020
      2. Status and evaluation report on the internal control accounting systems for the first half of 2020
      3. Management Committee's resolution report for Q2 2020
      4. Approval of large-scale changes to internal transactions for Q4 2020       		Approved 2/3
      5th 2020.04.29 1. Report on the most significant management activities and financial statements for Q1 2022
      2. Management Committee's resolution report for Q1 2022       		- 3/3
      4th 2020.03.21 1. Appointment of the CEO
      2. Appointment of the BoD chairman
      3. Appointment of Outside Director Candidate Recommendation Committee members
      4. Appointment of Management Committee members       		Approved 3/3
      3rd 2020.02.28 1. Approval of changes to the 2nd-term financial statements for the year 2019
      2. Determination of the date, location, and purpose of the 2nd AGM (2019)
      3. Evaluation report on internal control accounting systems operations       		Approved 3/3
      2nd 2020.02.07 1. Capitalization on Hyosung Vina Chemicals Approved 3/3
      1st 2020.01.31 1. Approval of the 2nd-term financial statements and business reports for the year 2019 Approved 3/3
      1. Capitalization on Hyosung Vina Chemicals Hold
      3. Payment guarantee of the borrowings of Hyosung Vina Chemicals
      4. Approval of transactions between the Company and directors
      5. Report on details of transactions with majority shareholders
      6. Report on the internal control accounting system operations
      7. Report on the results of compliance support activities
      8. Management Committee's resolution report for Q4 2019       		Approved

    • BoD activities in 2019
      BoD activities in 2019
      Meeting Date convened Agenda items Approval # of outside directors present
      5th 2019.11.01 1. Report on the most significant management activities and financial statements for Q3 2019
      2. Management Committee's resolution report for Q3 2019
      3. Approval of large-scale internal transactions
      4. Approval of transactions between the Company and directors       		Approved 3/3
      4th 2019.07.30 1. Report on the major management activities and financial statements for 2Q 2019
      2. Report on the status of operation of the internal accounting management system
      3. Report on the decisions made by the Management Committee in 2Q 2019       		- 3/3
      3rd 2019.04.30 1. Report on the major management activities and financial statements for 1Q 2019
      2. Report on the decisions made by the Management Committee in 1Q 2019
      3. Approval of transactions between the directors, etc. and the Compan       		Approved 3/3
      2nd 2019.02.28 1. Approval of changes in the financial statement for the 1st term (2018)
      2. Partial amendment to the Articles of Incorporation
      3. Decision on the date/hour, place and objects of the periodic GMoS for the 1st term (2018)
      4. Report on the status of operation of the internal accounting management system       		Approved 3/3
      1st 2019.01.31 1. Approval of financial statements and annual report for the 1st term (2018)
      2. Approval of the details of transactions with the largest shareholder, etc.
      3. Approval of transactions between the directors, etc. and the Company
      4. Approval of amendment to regulations
      5. Report on the details of transactions with the largest shareholder, etc.
      6. Report on amendment to the internal accounting management regulations
      7. Report on the status of operation of the internal accounting management system
      8. Report on the result of compliance-related support activities
      9. Report on investment in Hyosung Vina Chemicals
      10. Report on the decisions made by the Management Committee in 4Q 2018       		Approved 3/3

    • BoD activities in 2018
      BoD activities in 2018
      Meeting Date convened Agenda items Approval # of outside directors present
      3rd 2018.10.30 1. Approval of large-scale internal trading
      2. Report of major managerial activities and financial statements on the 3rd quarter of 2018
      3. Report of resolutions passed in the Management Committee on the 3rd quarter of 2018       		Approved 3/3
      2nd 2018.08.02 1. Report of major managerial activities and financial statements on the 2nd quarter of 2018
      2. Report of the operation situation and evaluation of the Internal Accounting Control System
      3. Report of resolutions passed in the Management Committee on the 2nd quarter of 2018
      4. Approval of large-scale internal trading       		- 2/3
      1st 2018.06.01 1. Report of the matters of establishment and the approval of announcement for substituting inaugural general meeting
      2. Appointment of the Representative Director
      3. Appointment of the chairperson of the Board of Directors
      4. Appointment of the members of the Independent Director Recommendation Committee
      5. Appointment of the members of the Management Committee
      6. Appointment of the Compliance Officer
      7. Appointment of the Transfer Agent
      8. Establishment of the head office and branches
      9. Establishment of company regulations
      10. Approval of transactions between directors, etc. and the company
      11. Approval of transactions between the largest shareholder, etc. and the company       		Approved 3/3