Corporate Governance

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BoD Committees

Hyosung Heavy Industries' BoD has a total of three committees: the Audit Committee, the Outside Director Candidate Recommendation Committee, and the Management Committee. Relevant laws and regulations mandate the formation of the Audit Committee and the Outside Director Candidate Recommendation Committee.

The Management Committee was established to enhance the board's expertise, independence, and efficiency in response to the rapidly changing global business environment. Among the matters under the authority of the BoD, such as company management policies and investment-related matters, those entrusted to the board under the the BoD Operating Rules are discussed and resolved at committee meetings.

Management Committee

  • Expertise
  • Independence
  • Efficiency

BoD Committees

Committee Members Key roles # of meetings held in 2022
Management
Committee
(3 members)
  • Inside Director Takeshi Yokot (Representative member)
  • Inside Director Dong-gie Yang
  • Inside Director Sung-hoon Ahn
  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
50
Outside Director
Candidate
Recommendation
Committee
(3 members)
  • Outside Director Yeong-ryul Ahn (Representative Member)
  • Outside Director Deok-gyun Jung
  • Inside Director Dong-gie Yang
  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
Audit Committee
(3 members)
  • Outside Director Eon-seong Shin (Representative Member)
  • Outside Director Yeong-ryul Ahn
  • Outside Director Deok-gyun Jung
  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

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.