Corporate Governance

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BoD Committees

Hyosung Heavy Industries has established and operates a total of five committees under the Board of Directors: the Audit Committee, the Outside Director Candidate Recommendation Committee, the ESG Management Committee, the Compensation Committee, and the Management Committee.

The Audit Committee and the Outside Director Candidate Recommendation Committee are mandatory under relevant laws and regulations.

The ESG Management Committee was established to enhance the Board’s expertise through strategic and systematic management of ESG matters, and to improve transparency in corporate management by thoroughly reviewing internal transactions.

The Management Committee was established to respond flexibly to the rapidly changing global business environment and to enhance the Board’s expertise, independence, and efficiency.

It deliberates and resolves matters delegated by the Board of Directors in accordance with the Board’s operational regulations, including key management policies and investment decisions.

Management Committee

  • Expertise
  • Independence
  • Efficiency

Status of BoD Committees

Committee Members Key roles # Operation status in 2024
Audit
Committee
(Total 3 members)
  • Outside Director Eun-hang Lee (Representative member)
  • Outside Director Seong-geun Lee
  • Outside Director Yoon-soo Choi
  1. 1. Supervision of directors' and management's and work
  2. 2. Appointment of external auditors
  3. 3. Other audit-related matters stipulated by the Articles of Incorporation or bylaws
 7 times
Outside Director
Candidate
Recommendation
Committee
(Total 3 members)
  • Outside Director Jong-bae Park (Representative Member)
  • Outside Director Yeo-sun Yun
  • Inside Director Tae-hee Woo
  1. 1. Establishment, inspection, and supplementation of outside director appointment principles
  2. 2. Recommendation of director candidates to be appointed at AGMs
  3. 3. Regular director candidate pool management and candidate screening
 2 times
ESG
Management
Committee
(Total 5 members)
  • Outside Director Eun-hang Lee (Representative Member)
  • Outside Director Seong-geun Lee
  • Outside Director Yeo-sun Yun
  • Outside Director Yoon-soo Choi
  • Inside Director Tae-hee Woo
  1. 1. Large-Scale Internal Transactions Subject to Article 26 of the Monopoly Regulation and Fair Trade Act
  2. 2. Amendment and Revision of the Code of Ethics and its Implementation Guidelines
  3. 3. Deliberation on Other Major ESG-Related Matters
 -
Compensation
Committee
(Total 3 members)
  • Outside Director Seong-geun Lee (Representative Member)
  • Outside Director Eun-hang Lee
  • Inside Director Tae-hee Woo
  1. 1. Limit on Remuneration for Registered Directors to Be Submitted to the General Meeting of Shareholders
  2. 2. Matters Related to the Compensation System for Registered Directors
 -
Management
Committee
(Total 3 members)
  • Inside Director Tae-hee Woo (Representative Member)
  • Inside Director Takeshi Yokota
  • Inside Director Nam-yong Park
  1. 1. Matters pertaining to the decisions related to and modification of the company's fundamental management policy
  2. 2. Matters pertaining to new businesses and investments
  3. 3. Matters pertaining to the issuance of bonds
  4. 4. Matters pertaining to the acquisition and sale of significant assets
  5. 5. Matters pertaining to the establishment or closure of branches, plants, sales offices, local offices, local corporations, etc.
  6. 6. Matters other than those specified as matters to be delegated to the BoD and those delegated to other committees
 56 times
  • * The ESG Management Committee and the Compensation Committee were newly established in February 2025.

Functions and procedures of steering committees

Article 34 (Committees)

  1. 1. The Company shall establish the following committees within the Board of Directors

    • Outside Director Candidate Recommendation Committee
    • Audit Committee
    • Management Committee

  2. 2. The Company may establish additional committees within the Board of Directors, in addition to the committees described in paragraph (1), by board resolution in order to optimize business performance and board operations.

  3. 3. The Board of Directors shall determine the specifics of each committee's composition, authority, and operation by way of resolution.

  4. 4. Committees shall inform each director of the resolutions reached. In this case, each director who is notified may, within five days of receiving the notice, request a meeting of the Board of Directors pursuant to Article 30(2), and the Board of Directors may reconsider the matters resolved by the committee.

Article 35 (Outside Director Candidate Recommendation Committee)

  1. 1. The Company shall establish the Outside Director Candidate Recommendation Committee in order to recommend outside director candidates.
  2. 2. The Outside Director Candidate Recommendation Committee shall consist of two or more directors, with at least one-half of the members being outside directors.
  3. 3. The Outside Director Candidate Recommendation Committee shall elect, by resolution, a person to represent the committee.
  4. 4. The Outside Director Candidate Recommendation Committee's resolution requires the presence of a majority of its members and the approval of a majority of those present.

Article 36 (Audit Committee)

  1. 1. The Audit Committee shall consist of three or more directors, with at least two-thirds of the members being outside directors.
  2. 2. The Audit Committee shall elect, by resolution, a person to represent the committee; in this case, it may be decided that multiple members jointly represent the committee.
  3. 3. The Audit Committee's resolution requires the presence of a majority of its members and the approval of at least two-thirds of those present.
  4. 4. The Audit Committee shall be responsible for the Company's accounting and business audits, matters mandated by applicable laws, and matters delegated by the Board of Directors.

Article 37(Management Committee)

  1. 1. The Company shall establish a Management Committee composed of executive directors.
  2. 2. The Management Committee shall elect, by resolution, a person to represent the committee; in this case, it may be decided that multiple members jointly represent the committee.
  3. 3. The Management Committee's resolution requires the presence of a majority of its members and the approval of a majority of those present.
  4. 4. The Management Committee shall be responsible for management-related matters delegated by the Board of Directors.

Article 38 (Advisors and Consultants)

  1. 1. Advisors or consultants may be appointed in accordance with the resolution of the Board of Directors or a board-delegated committee.

Article 39 (Managers)

  1. 1. Managers may be appointed in accordance with the resolution of the Board of Directors or a board-delegated committee.