The Board of Directors

Hyosung Heavy Industries secures the Board of Directors’ transparent and independent decision-making authority and operates a governance system which enables efficient business management based upon appropriate checks and balances. As the highest decision-making body of the company, the Board of Directors(BOD) reviews and decides on matters required by law or corporate articles of association as well as matters delegated by the general meeting of shareholders. The BOD is also responsible for the review and decision of the foundational principles of business management and its operation aiming to improve interests of all stakeholders including shareholders.

Constitution of the BOD

Appointment of the BOD

The BOD consists of 8 directors including 3 standing directors and 5 outside directors. At the BOD held on March 19, 2022, we elected the Representative Director. Limitations on gender, religion and academic background is banned for the BOD appointment, and candidates are appointed as BOD through a fair process at the general meeting of shareholders. Candidates for standing director are nominated at the BOD and the outside directors are nominated through the Outside Director Candidate Nominating Committee. Where there is a shareholder’s suggestion concerning election of directors based on relevant laws, the BOD may submit it as an agenda item to be deliberated by the General Meeting of Shareholders(GMS) within the extent permitted by law.

Shareholders' Rights to Make Proposals

Shareholders may request 6 weeks prior to the General Meeting of Shareholders(GMS)*, both in written or in electronic document, a certain proposal item to be submitted as a GMS agenda. Shareholders may also request that the proposed item be included in the notice for GMS.
* In case of Annual Meeting of Shareholders, the date of the event in the previous year
A shareholder's proposal can be made by shareholders with a certain level of stake*
* Shareholders who hold no less than 3 percent of the total number of issued and outstanding shares excluding shares without voting rights.
If there is a shareholder’s proposal, the company should report it to the Board of Directors(BOD), and the BOD shall submit this proposal to the GMS, except in cases where the contents of the shareholders’ proposal violate laws or the company’s articles of association and in the cases described below under Article 12 of the Enforcement Decree of the Korean Commercial Act.
1. Where a proposal is resubmitted within three years from the date on which the proposal with the same contents was rejected because it obtained less than 10% of approval at a GMS;
2. Where the proposal concerns a shareholder's personal grievance;
3. Where the proposal concerns a matter that require the shareholders to hold shares in excess of a certain ratio to exercise such minority shareholders' rights;
4. Where the proposal concerns a matter that involves the removal of incumbent director (whose period of service has not expired);
5. Where the proposal concerns a matter that the company is unable to materialize, or is based on an evidently false grounds, or defames a particular person.
If a shareholder's proposal has been made, the shareholder who made the proposal shall, on his/her request, be given an opportunity to explain the proposal at a GMS.
All other matters are subject to Korean Commercial Act or other related laws.

BOD’s Professionality

In the fast-changing business environment where strategic decision-making of the BOD is constantly required for business continuation, professionality and expertise is prerequisite for all board members to make timely and right decisions. At Hyosung Heavy Industries, the most highly qualified specialist is in charge of general management of business and takes on full responsible for management as the Managing Director of the BOD. Outside directors, contribute different perspectives to the Board that they bring from their professional background as specialists in finance, legal and public sector as well as provide advice from a objective point of view. Supporting organizations within the company assist outside directors in carrying out their professional duties as the BOD on the board of directors and committees. Prior to the BOD meeting, discussion materials and supplementary materials are provided in advance for a full review, and they also provide presentations of the key issues. In addition, to enhance their understanding of our business, they carry out regular site visits to our key production sites globally, and are provided with key issue updates frequently.

Executive directors

The registered members have been chosen based on their dates of registration.

Takeshi YokotaCEO
- Term of officeMarch 16, 2023 ~ March 16, 2025
- Possession of liability insuranceYes
- Profile
  - Present) CEO of Hyosung Heavy Industries
  - Past) President of Toshiba Europe
Yang Dong-gieCEO
- Term of officeMarch 17, 2022 ~ March 17, 2024
- Possession of liability insuranceYes
- Profile
  - Present) CEO of Hyosung Heavy Industries
  - Past) Vice President of DCRE
Ahn Sung-hoon
- Term of officeMarch 16, 2023 ~ March 16, 2025
- Possession of liability insuranceYes
- Profile
  - Present) Vice President of Hyosung Heavy Industries
  - Past) Executie dirctor of Hyosung Heavy Industries

Non-executive directors

The registered members have been chosen based on their dates of registration.

Ahn Young-ryul
- Term of officeMarch 17, 2022 ~ March 17, 2024
- Possession of liability insuranceYes
- Profile
  - Present) Lawyer at ELPS Law office
  - Past) Chief Justice of Seoul Western District Court
Shin Eon-sung
- Term of officeMarch 17, 2022 ~ March 17, 2024
- Possession of liability insuranceYes
- Profile
  - Present) CPA of Grant Thornton Daejoo
  - Past) Chief of the Public Officials Inspection Office of the Board of Audit and Inspection of Korea
Jeong Duk-gyun
- Term of officeMarch 17, 2022 ~ March 17, 2024
- Possession of liability insuranceYes
- Profile
  - Present) Chair Professor in the College of Engineering at Seoul National University
  - Past) Professor in the Department of Electric and Electronic Engineering at Seoul National University
Yoon Yeo-sun
- Term of officeMarch 17, 2022 ~ March 17, 2024
- Possession of liability insuranceYes
- Profile
  - Present) Dean, College of Business, KAIST
  - Past) Head, Graduate School of Management, KAIST
Choi Yoon-su
- Term of officeMarch 16, 2023 ~ March 16, 2025
- Possession of liability insuranceYes
- Profile
  - Present) Lawyer at Yulchon LLC
  - Past) 2nd Vice-Chief of NIS

Evaluation and Compensation of BOD

Directors are evaluated annually based on their specialty in corporate business and technology as well as their contribution at the BOD meetings, whose result is discussed at the BOD. Upon the evaluation results, compensation for the Board is payed fairly and transparently upon the approval of the general shareholders’ meeting. The remuneration of the Board is provided within the remuneration limit approved at the general meeting of shareholders.

Compensation for Directors and Auditors in 2018

(unit : Mil. KRW)

Compensation for Directors and Auditors in 2018
	Persons	Total Compensation	Average Compensation per person
Standing directors	2	566	283
Outside directors (ex Audic Committee)	-	-	-
Directors from the Audit Committee	3	162	54

Corporate Governance Report of Hyosung Heavy Industries Corp.

BOD Activities

Independency and Transparency of the BOD

The BOD is the most principal decision-making body, and operates mainly from outside directors. In order to improve independency and transparency, the proportion of outside directors in the BOD is maintained at the majority. In particular, regarding the sub-committees of the BOD, The Audit Committee is composed by all outside directors, and the Outside Director Candidate Nominating Committee operates a majority of outside directors and appoints outside director as representative member to further enhance independency and transparency.

Agenda of the Board of Directors Meeting 2022

2022년 이사회 운영현황
Order	Date	Contents	Result	Attendance of outside directors
6	Oct. 28, 2022	1. Approval of large-scale internal trading and transactions between director, etc. and the company 2. Report on the major managerial activities and financial statements for 3Q 2022 3. Report on the major ESG management committee activities 4. Report on decisions made by the Management Committee in 3Q 2022	Approved	4/4
5	Jul. 29, 2022	1. Report on the major managerial activities and financial statements 2. Report on the major ESG management committee activities 3. Report on the status of operation of the internal accounting management system 4. Report on decisions made by the Management Committee in 2Q 2022	-	4/4
4	Apr. 29, 2022	1. Approval of transactions between director, etc. and the company 2. Approval of large-scale internal trading 3. Report on the major managerial activities and financial statements 4. Report on the major ESG management committee activities 5. Report on decisions made by the Management Committee in 1Q 2022	Approved	4/4
3	Mar. 19, 2022	1. Appointment of the chairperson of the Board of Directors 2. Appointment of the Representative Director 3. Appointment of the members of the Outside Director Candidate Nominating Committee 4. Appointment of the members of the Management Committee	Approved	4/4
2	Feb. 24, 2022	1. Appointment of the chairperson of the Board of Directors 2. Establishment of branch office in Anyang Plant 3. Approval of transactions between the largest shareholder, etc. and the company 4. Nomination as the candidates for standing director 5. Decision on the date/hour, place, and objects of the 4th periodic GMoS 6. Report on the evaluation of the status of operation of the internal accounting management system	Approved	3/3
1	Jan. 26, 2022	1. Approval of financial statements for 2021 2. Approval of sales report 3. Approval of large-scale internal trading 4. Approval of transactions between director, etc. and the company 5. Approval of the 2022 Safety and Health Plan 6. Report on the activities of ESG Management Promotion Committee 7. Report on decisions by the management committee in 2020, 4Q 8. Report on the result of the compliance-related support activities 9. Report on the status of operation of the internal accounting management system	Approved	3/3

Agenda of the Board of Directors Meeting 2021

2021년 이사회 운영현황
Order	Date	Contents	Result	Attendance of outside directors
6	Oct. 29, 2021	1. Approval of large-scale internal trading, transactions between directors, etc. and the company 2. Report on the major managerial activities and financial statements for 3Q 2021 3. Report on the activities of ESG Management Promotion Committee 4. Report on decisions made by the Management Committee in 3Q 2021	Approved	3/3
5	Jul. 30, 2021	1. Approval of transactions between director, etc. and the company 2. Approval of change in large-scale internal trading 3. Report on the major managerial activities and financial statements for 2Q 2021 4. Report on the evaluation of the status of operation of the internal accounting management system in the 1st semester of 2021 5. Establishment of the ESG Management Promotion Committee 6. Report on decisions made by the Management Committee in 2Q 2021	Approved	3/3
4	Apr. 30, 2021	1. Approval of transactions between director, etc. and the company 2. Report on the major managerial activities and financial statements for 1Q 2021 3. Report on decisions made by the Management Committee in 1Q 2021	Approved	3/3
3	Mar. 20, 2021	1. Appointment of the Representative Director 2. Appointment of the members of the Management Committee	Approved	3/3
2	Feb. 24, 2021	1. Approval of transactions between director, etc. and the company 2. Approval of change in large-scale internal trading 3. Decision on the date/hour, place, and objects of the 3rd periodic GMoS 4. Report on the evaluation of the status of operation of the internal accounting management system	Approved	3/3
1	Jan. 29, 2021	1. Approval of financial statements for 2020 2. Approval of sales report 3. Approval of large-scale internal trading 4. Approval of transactions between director, etc. and the company 5. Approval of the 2021 Safety and Health Plan 6. Report on decisions made by the Management Committee in 4Q 2020 7. Report on the result of the compliance-related support activities 8. Report on the status of operation of the internal accounting management system	Approved	3/3