Corporate Governance
- Company
- IR
- Corporate Governance
The governance system at Hyosung Heavy Industries ensures the Board of Director (BoD)'s transparent and independent decision-making authority and enables efficient management activities based on checks and balances.
As the highest decision-making body of the company, the BoD deliberates and decides on matters specified by law or the Articles of Incorporation, matters delegated at the Annual General Meeting (AGM), and significant matters pertaining to the company's fundamental policy and business operations. The BoD endeavors to advance the rights and interests of all stakeholders, including shareholders.
BoD Composition
The BoD of Hyosung Heavy Industries consists of three inside directors and five outside directors, making up a total of eight directors. The CEO was appointed chairman of the BoD at the board meeting held on March 19, 2022.
BoD Organizational Chart
- AGM
-
Board of Directors
(5 outside directors,
3 inside directors) BoD Support
- Funds/Accounting
/General Affairs Team, etc.-
Audit Committee
(3 outside directors) Audit Support Team
(1 person) - OutsideDirector Candidate Recommendation Committee
(2 outside directors, 1 inside directors) - Management Committee
(3 outside directors)
-
Audit Committee
Appointment of directors
When selecting directors, Hyosung Heavy Industries does not put restrictions based on gender, religion, or academic background.
Director candidates are recommended by the BoD (inside directors) and the Outside Director Candidate Recommendation Committee (outside directors) and are appointed in accordance with a fair procedure at the AGM.
In addition, if a shareholder proposal regarding the appointment of a director is in accordance with applicable laws and regulations,
the BoD may submit it as an agenda item at the AGM within the legal scope.
Shareholders' right to make proposals
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Article 363-2 of the Commercial Act stipulates that shareholders may submit written or electronic proposals for the agenda of the AGM six weeks prior to the meeting (in the case of an ordinary AGM, the date corresponding to the regular AGM of the immediately preceding year). It is possible to request that the agenda to be submitted by the relevant shareholder be included in the AGM notice and the notice of convocation in addition to the items to be completed for the meeting's purpose.
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Shareholders holding a certain percentage or more of the company's shares may submit shareholder proposals.
Shareholders with the right to make proposals: Shareholders with stocks equal to or greater than 3/100 of the total number of issued shares, excluding non-voting shares.
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In the case where a shareholder submits a proposal, the Company reports it to the BoD, and the BoD submits the proposal at an AGM, unless the proposal violates the law or the Articles of Incorporation, or Article 12 of the Enforcement Decree of the Commercial Act applies:
1. Where an agenda with the same content as the one that was rejected at the general meeting of shareholders is presented again within three years from the date the proposal was rejected because it obtained less than 10/100 of the votes at the general meeting of shareholders
2. Where the proposal concerns a shareholder's personal grievance
3. Where the proposal concerns a matter involving minority shareholder rights, where a shareholder must hold more than a certain percentage of the company's stock in order to exercise his or her rights
4. Where the proposal concerns a matter involving the termination of an incumbent executive
5. Where the proposal concerns a matter that the company is unable to materialize, is based on evidently false ground, or defames a specific individual.
Where a shareholder who has submitted a proposal requests it, the shareholder shall be given the opportunity to explain the proposal at the AGM.
Other issues shall be governed by the Commercial Act and other applicable laws.
BoD Expertise
In a rapidly changing business environment, the BoD's strategic and timely judgment is more important than ever for ensuring business continuity, and the expertise of each director is essential to ensure this.
Hyosung Heavy Industries is managed by the most qualified in-house specialists, and as the representative director, the CEO participates in the BoD to carry out responsible management.
As experts in finance, law, technology, and the public sector, outside directors bring diverse perspectives to the board in order to supervise management objectively and offer advice.
The company's support organization assists outside directors in carrying out their professional responsibilities on the BoD and its committees.
The BoD and committees provide materials in advance to ensure that the agendas are adequately reviewed prior to the meeting. Visits and explanations are conducted when necessary, and information on other major issues within the company is provided as required. In order to improve comprehension of the company's management activities, direct inspections of domestic and international business sites are conducted routinely, along with obligatory submission of status reports.
Inside directors
-
CEOTakeshi Yokota
- Term
- Mar. 16, 2023 - Mar. 16, 2025
- Liability insurance
- Covered
- Present
-
- CEO of Hyosung Heavy Industries
- Former
-
- President of Toshiba Europe
-
CEODong-gie Yang
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- CEO of Hyosung Heavy Industries
- Former
-
- Vice President of DCRE
-
Inside directorsSung-hoon Ahn
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- Vice President of
Hyosung Heavy Industries
- Vice President of
- Former
-
-
Executive Director at
Hyosung Heavy Industries
-
Executive Director at
- The commencing date of the term of office is based on the “appointment date” at the general meeting of shareholders.
Outside directors
-
Outside Directors
Yeong-ryul Ahn
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- Attorney at ELPS Law Offices
- Former
-
- President of Seoul Western District Court
-
Outside Directors
Eon-seong Shin
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- Certified Public Accountant at Grant Thornton Daejoo
- Former
-
- Deputy Secretary-General at the Office of Public Sector Inspection, Board of Audit and Inspection
-
Outside Directors
Deok-gyun Jung
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- Chair Professor of College of Engineering, Seoul National University
- Former
-
- Professor of Electrical and Computer Engineering, Seoul National University
-
Outside Directors
Yeo-seon Yun
- Term
- Mar. 17, 2022 - Mar. 17, 2024
- Liability insurance
- Covered
- Present
-
- Dean of KAIST College of Business
- Former
-
- Dean of KAIST Techno Master of Business Administration
-
Outside Directors
Yoon-su Choi
- Term
- Mar. 16, 2023 - Mar. 16, 2025
- Liability insurance
- Covered
- Present
-
- Attorney at Yulchon LLC
- Former
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- Second Deputy Director of the National Intelligence Service
- Registered executives are based on the "date of registration."
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)
| Classification | # of people | Total remuneration | Average remuneration per person |
|---|---|---|---|
| Registered director |
3 | 1,014 | 338 |
| Outside director (excluding Audit Committee members) |
1 | 43 | 43 |
| Audit committee member |
3 | 162 | 54 |