Corporate Governance
- Company
- IR
- Corporate Governance
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) |
|
|
7 times |
Outside Director Candidate Recommendation Committee (Total 3 members) |
|
|
2 times |
ESG Management Committee (Total 5 members) |
|
|
- |
Compensation Committee (Total 3 members) |
|
|
- |
Management Committee (Total 3 members) |
|
|
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)
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1. The Company shall establish the following committees within the Board of Directors
- Outside Director Candidate Recommendation Committee
- Audit Committee
- Management Committee
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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.
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3. The Board of Directors shall determine the specifics of each committee's composition, authority, and operation by way of resolution.
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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. The Company shall establish the Outside Director Candidate Recommendation Committee in order to recommend outside director candidates.
- 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. The Outside Director Candidate Recommendation Committee shall elect, by resolution, a person to represent the committee.
- 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. The Audit Committee shall consist of three or more directors, with at least two-thirds of the members being outside directors.
- 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. 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. 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. The Company shall establish a Management Committee composed of executive directors.
- 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. The Management Committee's resolution requires the presence of a majority of its members and the approval of a majority of those present.
- 4. The Management Committee shall be responsible for management-related matters delegated by the Board of Directors.
Article 38 (Advisors and Consultants)
- 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. Managers may be appointed in accordance with the resolution of the Board of Directors or a board-delegated committee.