Corporate Governance
Board of Directors Composition
Board Appointment and Composition
The Board of Directors consists of 7 members: 3 internal directors and 4 external directors.
Director candidates are recommended by the Board of Directors (for internal directors) and the External Director Nomination Committee (for external directors), and are appointed through a fair process at the shareholders' meeting. Additionally, if there are shareholder proposals related to director appointments in accordance with relevant regulations, the Board may submit these proposals as agenda items for the shareholders' meeting within the legal framework.
Internal Directors
- Ki-Soo Noh CEO
- Sung-Hoon Ahn CEO
- Duk-Soo Shin Managing Director
External Directors
- Oh-Gyu Kwon Member of the Audit Committee
- Former Deputy Prime Minister and Minister of Finance and Economy External Director & Chairman of the Board of Directors of S-OIL
- Byung-Dae Park Member of the Audit Committee
- Former Chief Justice of the Supreme CourtAttorney at Kim & Chang Law Firm
- Byung-Hee Oh Director
- Former President, Seoul National University Hospital President, Incheon Sejong Hospital
- Sang-Yeop Lee Member of the Audit Committee
- Former KAIST Research President KAIST Research Vice-President
Shareholders' Rights to Make Proposals
- Under Article 363-2 of the Commercial Act, shareholders of HS HYOSUNG Corporation can propose certain matters to be included in the agenda of a shareholders' meeting. This can be done in writing or electronically, and must be submitted 6 weeks before the meeting date (or, for annual general meetings, 6 weeks before the date of the previous year's annual general meeting). Shareholders can also request that the company include in its meeting notices the procedures for submitting shareholder proposals.
- Shareholder proposals can only be made by shareholders holding a certain percentage of shares.
- Shareholder proponent
- ①Shareholders holding at least 3% of the total outstanding voting shares (excluding non-voting shares) (Article 363-2 of the Commercial Act)
- ②Shareholders holding at least 1% of the total outstanding voting shares (excluding non-voting shares) continuously for 6 months before the proposal (Article 542-6 of the Commercial Act)
- Shareholder proponent
- If a shareholder proposal is received, the company must report it to the Board of Directors. The Board is then required to include the proposal in the agenda of the shareholders' meeting, except where such proposal is in violation of statutes or the articles of incorporation and unless it falls under one of the following exceptions as outlined in Article 12 of the Enforcement Decree of the Commercial Act:
- ①The proposal is the same as one that was rejected within the past 3 years, with less than 10% of the votes in favor.
- ②The proposal concerns a personal grievance of the shareholder.
- ③The proposal concerns minority shareholder rights that require holding a certain percentage of shares exceeding the shareholder's current ownership.
- ④The proposal concerns the dismissal of a director or auditor currently in office.
- ⑤The proposal is impossible for the company to implement, or its reasoning is clearly false or defamatory.
- If requested by the proposing shareholder, the company must give them an opportunity to explain their proposal at the shareholders' meeting.
- Other matters are governed by the Commercial Act or other relevant laws and regulations.
Board Operations Status
HS HYOSUNG Corporation’s Board of Directors is composed of 7 members: 3 internal directors and 4 external directors, with CEO Sung-Hoon Ahn serving as the Chairman of the Board. The Board also has five subcommittees: the Audit Committee, the External Director Nomination Committee, the Management Committee, the ESG Management Committee, and the Compensation Committee.
Independence and Transparency of the Board
Directors are appointed by the shareholders' meeting. The nominees for directors are recommended by the Board of Directors (for internal directors) and the External Director Nomination Committee (for external directors), and are then elected at the shareholders' meeting. Additionally, if there are shareholder proposals related to director appointments in accordance with relevant regulations, the Board may submit these proposals as agenda items for the shareholders' meeting within the legal framework.
2025 Board of Directors Operation Status
| Meeting No. | Date | Reporting/Resolution | Contents of the Proposal | Approved or not | Attendance of External Directors |
|---|---|---|---|---|---|
| #1 | Feb. 4, 2025 | Reporting | 1. Report on the Operation of Internal Accounting Control System (IACS) 2. Report on the Amendment to the Audit Committee Charter 3. Report on Changes in Accounting Policies 4. Report on Resolutions of the ESG Management Committee for the 4th Quarter of 2024 5. Report on Resolutions of the Management Committee for the 4th Quarter of 2024 |
- | 4/4 |
| Resolution | 1. Approval of the Financial Statements and Business Report for the 1st Fiscal Year (2024) 2. Appointment of the Compliance Officer |
Approved | |||
| #2 | Feb. 26, 2025 | Reporting | 1. Report on Transactions with the Largest Shareholder and Specially Related Persons 2. Report on the Evaluation of the Operation of Internal Accounting Control System (IACS) |
- | 4/4 |
| Resolution | 1. Decision on the Date, Venue, and Agenda for the 1st Annual General Meeting of Shareholders 2. Approval of the Reduction of Capital Surplus 3. Approval of Transactions between Directors and the Company |
Approved | |||
| #3 | May 1, 2025 | Reporting | 1. Report on Key Management Activities and Financial Statements for the 1st Quarter of 2025 2. Report on Resolutions of the Audit Committee for the 1st Quarter of 2025 3. Report on Resolutions of the Compensation Committee for the 1st Quarter of 2025 4. Report on Resolutions of the Management Committee for the 1st Quarter of 2025 |
- | 4/4 |
| #4 | Jul. 30, 2025 | Reporting | 1. Report on Key Management Activities and Financial Statements for the 2nd Quarter of 2025 2. Report on the Evaluation of the Operation of Internal Accounting Control System (IACS) for the First Half of 2025 3. Report on Resolutions of the ESG Management Committee for the 2nd Quarter of 2025 4. Report on Resolutions of the Management Committee for the 2nd Quarter of 2025 |
- | 4/4 |
| Resolution | 1. Approval of the Amendment to the Executive Compensation Regulations 2. Approval of the Amendment to the Retirement Benefit Regulations for Executive Officers 3. Approval of the Amendment to the Regulations of the Board of Directors |
Deferred Deferred Approved as Amended |
|||
| #5 | Nov. 7, 2025 | Reporting | 1. Report on Key Management Activities and Financial Statements for the 3rd Quarter of 2025 2. Report on Resolutions of the Audit Committee for the 3rd Quarter of 2025 3. Report on Resolutions of the Management Committee for the 3rd Quarter of 2025 |
- | 4/4 |
| Resolution | 1. Approval of Transactions between Directors and the Company 2. Approval of the Amendment to the Regulations of the Board of Directors 3. Approval of the Amendment to the Executive Compensation Regulations 4. Approval of the Amendment to the Retirement Benefit Regulations for Executive Officers |
Approved |
| Meeting No. | #1 |
|---|---|
| Date | Feb. 4, 2025 |
| Reporting/Resolution | Reporting |
| Resolution | |
| Contents of the Proposal | 1. Report on the Operation of Internal Accounting Control System (IACS) 2. Report on the Amendment to the Audit Committee Charter 3. Report on Changes in Accounting Policies 4. Report on Resolutions of the ESG Management Committee for the 4th Quarter of 2024 5. Report on Resolutions of the Management Committee for the 4th Quarter of 2024 |
| 1. Approval of the Financial Statements and Business Report for the 1st Fiscal Year (2024) 2. Appointment of the Compliance Officer |
|
| Approved or not | - |
| Approved | |
| Attendance of External Directors | 4/4 |
| Meeting No. | #2 |
| Date | Feb. 26, 2025 |
| Reporting/Resolution | Reporting |
| Resolution | |
| Contents of the Proposal | 1. Report on Transactions with the Largest Shareholder and Specially Related Persons 2. Report on the Evaluation of the Operation of Internal Accounting Control System (IACS) |
| 1. Decision on the Date, Venue, and Agenda for the 1st Annual General Meeting of Shareholders 2. Approval of the Reduction of Capital Surplus 3. Approval of Transactions between Directors and the Company |
|
| Approved or not | - |
| Approved | |
| Attendance of External Directors | 4/4 |
| Meeting No. | #3 |
| Date | May 1, 2025 |
| Reporting/Resolution | Reporting |
| Contents of the Proposal | 1. Report on Key Management Activities and Financial Statements for the 1st Quarter of 2025 2. Report on Resolutions of the Audit Committee for the 1st Quarter of 2025 3. Report on Resolutions of the Compensation Committee for the 1st Quarter of 2025 4. Report on Resolutions of the Management Committee for the 1st Quarter of 2025 |
| Approved or not | - |
| Attendance of External Directors | 4/4 |
| Meeting No. | #4 |
| Date | Jul. 30, 2025 |
| Reporting/Resolution | Reporting |
| Resolution | |
| Contents of the Proposal | 1. Report on Key Management Activities and Financial Statements for the 2nd Quarter of 2025 2. Report on the Evaluation of the Operation of Internal Accounting Control System (IACS) for the First Half of 2025 3. Report on Resolutions of the ESG Management Committee for the 2nd Quarter of 2025 4. Report on Resolutions of the Management Committee for the 2nd Quarter of 2025 |
| 1. Approval of the Amendment to the Executive Compensation Regulations 2. Approval of the Amendment to the Retirement Benefit Regulations for Executive Officers 3. Approval of the Amendment to the Regulations of the Board of Directors |
|
| Approved or not | - |
| Deferred Deferred Approved as Amended |
|
| Attendance of External Directors | 4/4 |
| Meeting No. | #5 |
| Date | Nov. 7, 2025 |
| Reporting/Resolution | Reporting |
| Resolution | |
| Contents of the Proposal | 1. Report on Key Management Activities and Financial Statements for the 3rd Quarter of 2025 2. Report on Resolutions of the Audit Committee for the 3rd Quarter of 2025 3. Report on Resolutions of the Management Committee for the 3rd Quarter of 2025 |
| 1. Approval of Transactions between Directors and the Company 2. Approval of the Amendment to the Regulations of the Board of Directors 3. Approval of the Amendment to the Executive Compensation Regulations 4. Approval of the Amendment to the Retirement Benefit Regulations for Executive Officers |
|
| Approved or not | - |
| Approved | |
| Attendance of External Directors | 4/4 |