Governance - Hankook Tire ESG | Hankook Tire Global go to main prd

Governance

Hankook Tire & Technology practices a transparent and stable management policy.

Philosophy

  • governance-02

    Strict Ethical Management

    We review ethical risks, suggest directions for ethical decisions, and further reinforce the operational system designed to report unethical behaviors, as part of our continuous efforts to internalize ethical management.

  • governance-01

    Transparent Governance

    We have established an advanced corporate governance with a focus on the BOD to protect the rights of shareholders and improve transparency and expertise in the corporate management, thereby putting the highest priority on the interests of the company and various stakeholders and ensuring a transparent decision-making process.

Board of Directors

Executive Director

governance-directors-02
Sooil Lee
  • • CEO of Hankook Tire & Technology
  • • Chairperson of the Board
  • • Chairperson of the Sustainability Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
  • • Date of initial appointment: March 26, 2018
  • • Expected date of term expiration: March 30, 2027
governance-directors-03
Jongho Park
  • • CEO of Hankook Tire & Technology’s Management Support Division
  • • Member of the Sustainability Management Committee
  • • Member of the Outside Director Candidate Recommendation Committee
  • • Member of the ESG Committee
  • • Date of initial appointment: March 30, 2021
  • • Expected date of term expiration: March 30, 2027

Independent Director

Jonggap Kim
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Internal Transaction Committee
  • Bachelor of the Business Administration, Yonsei University
  • Master’s Degree from Duke University
  • Barclays Bank Seoul Branch
  • Execitove of Citibank Seoul Branch
  • Representative of Deutsche Bank Seoul Branch
  • Date of initial appointment: March 30, 2021
  • Expected date of term expiration: March 30, 2027
Hyunmyung Pyo
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Internal Transaction Committee
  • Bachelor of Electrical Engineering, Korea University
  • Master's and Doctorate, Graduate School of Communication Engineering, Korea University
  • President of KT
  • CEO and President of Lotte Rental
  • Outside Director of JB Financial Group
  • Outside Director of KT
  • Date of initial appointment: March 30, 2021
  • Expected date of term expiration: March 30, 2027
Youngjae Kang
  • Member of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the Internal Transaction Committee
  • Master of Economics, Seoul National University
  • Doctor of Economics, Princeton University
  • Vice President, N Platform
  • Vice President of HiteJinro
  • Representative Director of HiteJinro Beverage
  • Current) CEO, Investment Division, ENSL Partners
  • Current) Co-representative of KOISRA Seed Partners
  • Date of initial appointment: March 30, 2021
  • Expected date of term expiration: March 30, 2027
Jungyeun Kim
  • Chairperson of the Internal Transaction Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Member of the ESG Committee
  • Member of the Audit Committee
  • Bachelor of Seoul National University Law School
  • Master of Seoul National University Law School
  • Doctor of Seoul National University Law School
  • Second Secretary, Ministry of Foreign Affairs and Trade
  • Attorney at Kim & Chang
  • Professor at Incheon National University Law School
  • Outside director of KORAMCO Asset Management
  • Current) Outside director of Hanwha General Insurance
  • Current) Professor, Ewha Womans University Law School
  • Date of initial appointment: March 30, 2024
  • Expected date of term expiration: March 30, 2027
Sungkwon Han
  • Chairperson of the Outside Director Candidate Recommendation Committee
  • Member of the ESG Committee
  • Member of the Audit Committee
  • Bachelor of the Business Administration, Dongkook University
  • Master of the Business Administration, The George Washington University
  • Executive Director, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
  • Vice President, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
  • Director of Hyundai Motor Group Human Resources Development Center
  • President, Commercial Business Division, Hyundai Motor Company
  • Current) Outside director of Iljin Hysolus
  • Current) Vice Chairman of Hyundai Motor Chung Mong-Koo Foundation
  • Date of initial appointment: March 30, 2024
  • Expected date of term expiration: March 30, 2027
Doocheol Moon
  • Chairperson of the Audit Committee
  • Chairperson of the ESG Committee
  • Member of the Outside Director Candidate Recommendation Committee
  • Bachelor of the Business Administration, Hanyang University
  • Master of the finance, Hanyang University
  • Master of the finance, Investment & Banking, University of Wisconsin
  • Doctor of the Business Administration, The City University of New York
  • Assistant Professor, State University of New York at Old Westbury
  • Public institution management evaluation committee member, Ministry of Strategy and Finance
  • President of the Small and Medium Business Administration
  • Current) Korean Accounting Association, Editor-in-Chief of Accounting Studies
  • Current) Korea Economic Daily, Korea ESG Club Advisory Professor
  • Current) Korea Technology Finance Corporation, ESG Management Committee Co-Chairman
  • Current) Director, Sustainability Management Research Center, Yonsei University
  • Current) Korea Exchange, ESG Management Advisory Committee Advisory Member
  • Current) Teachers’ Pension, Asset Management Committee Member
  • Current) Outside director at LG Display
  • Current) Professor at Yonsei University Business School
  • Date of initial appointment: March 30, 2024
  • Expected date of term expiration: March 30, 2027

Board of Directors and Sub-committees

  • Board of Directors

    Hankook Tire & Technology’s BOD has been created to deliberate and provide advice on important corporate issues, matters regulated under the laws and the articles of incorporation, details entrusted by the periodical BOD, basic policies for corporate operation, and essential matters pertaining to management support. In addition, the BOD is entitled to supervise the directors' performance of their duties and complies with the domestic Commercial Act, which requires a company worth 2 trillion KRW or more to have a BOD with 50% of its members composed of outside directors. Hankook Tire & Technology's BOD consists of 2 inside directors and 6 outside directors, and is chaired by the CEO of Hankook Tire & Technology. The BOD is the company's highest standing decision-making body and carries the authority to decide on the key matters of the company, such as the conclusion of important contracts and the formulation and approval of the company's business plans.

    Directors that form the BOD of Hankook Tire & Technology are appointed at the general meeting of shareholders in accordance with Article 382 of the Commercial Act in Korea, and they face no discrimination based on their gender, race, or origin. Candidates for directors to be appointed at the general meeting of shareholders are selected by the BOD and the Outside Director Candidate Recommendation Committee, and they are finalized under the agenda to be submitted to the general meeting of shareholders. If a shareholder makes a proposal pursuant to pertinent laws and regulations regarding the appointment of the directors, the BOD submits such proposal as an agenda to the general meeting of shareholders within the legal domain.

    Hankook Tire & Technology's BOD operates 5 committees: the Audit Committee, the Outside Director Candidate Recommendation Committee, the Sustainability Management Committee, the Internal Transaction Committee and the ESG Committee. Hankook Tire & Technology's articles of incorporation allow the BOD to create separate committees if deemed necessary.

  • Audit Committee

    Hankook Tire & Technology's Audit Committee consists of 3 members, all of whom are outside directors.

    • Jungyeun Kim (Appointed March 30, 2024)

      • • Chairperson of the Internal Transaction Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • • Member of the ESG Committee
      • • Member of the Audit Committee
      • • Bachelor of Seoul National University Law School
      • • Master of Seoul National University Law School
      • • Doctor of Seoul National University Law School
      • • Second Secretary, Ministry of Foreign Affairs and Trade
      • • Attorney at Kim & Chang
      • • Professor at Incheon National University Law School
      • • Outside director of KORAMCO Asset Management
      • • Current) Outside director of Hanwha General Insurance
      • • Current) Professor, Ewha Womans University Law School
      • • Date of initial appointment: March 30, 2024
      • • Expected date of term expiration: March 30, 2027
    • Sungkwon Han (Appointed March 30, 2024)

      • • Chairperson of the Outside Director Candidate Recommendation Committee
      • • Member of the ESG Committee
      • • Member of the Audit Committee
      • • Bachelor of the Business Administration, Dongkook University
      • • Master of the Business Administration, The George Washington University
      • • Executive Director, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
      • • Vice President, Human Resources Support, Planning and Coordination Office, Hyundai Motor Group
      • • Director of Hyundai Motor Group Human Resources Development Center
      • • President, Commercial Business Division, Hyundai Motor Company
      • • Current) Outside director of Iljin Hysolus
      • • Current) Vice Chairman of Hyundai Motor Chung Mong-Koo Foundation
      • • Date of initial appointment: March 30, 2024
      • • Expected date of term expiration: March 30, 2027
    • Doocheol Moon (Appointed March 30, 2024)

      • • Chairperson of the Audit Committee
      • • Chairperson of the ESG Committee
      • • Member of the Outside Director Candidate Recommendation Committee
      • • Bachelor of the Business Administration, Hanyang University
      • • Master of the finance, Hanyang University
      • • Master of the finance, Investment & Banking, University of Wisconsin
      • • Doctor of the Business Administration, The City University of New York
      • • Assistant Professor, State University of New York at Old Westbury
      • • Public institution management evaluation committee member, Ministry of Strategy and Finance
      • • President of the Small and Medium Business Administration
      • • Current) Korean Accounting Association, Editor-in-Chief of Accounting Studies
      • • Current) Korea Economic Daily, Korea ESG Club Advisory Professor
      • • Current) Korea Technology Finance Corporation, ESG Management Committee Co-Chairman
      • • Current) Director, Sustainability Management Research Center, Yonsei University
      • • Current) Korea Exchange, ESG Management Advisory Committee Advisory Member
      • • Current) Teachers’ Pension, Asset Management Committee Member
      • • Current) Outside director at LG Display
      • • Current) Professor at Yonsei University Business School
      • • Date of initial appointment: March 30, 2024
      • • Expected date of term expiration: March 30, 2027
  • Outside Director Candidate Recommendation Committe

    As a corporation with the total asset that exceeds KRW 2 trillion, Hankook Tire & Technology is required to have the Outside Director Candidate Recommendation Committee to recommend the outside director candidates under Article 542-8 (4) of the Commercial Act. The Outside Director Candidate Recommendation Committee of Hankook Tire & Technology consists of Sooil Lee, Jongho Park, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, Jungyeun Kim, Sungkwon Han and Doocheol Moon, of which, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, Jungyeun Kim, Sungkwon Han and Doocheol Moon are outside directors. And the chairperson of the Outside Director Candidate Recommendation Committe is Sungkwon Han. The term for the chairperson and members of the Outside Director Candidate Recommendation Committe is until the term expiration of the director.

  • Sustainability Management Committee

    As a result of our active business activities unfolded to respond to the global competition which has recently grown more fierce, the number of BOD meetings, which is the highest decision-making body, and the number of affairs dealt with have increased significantly. Hankook Tire & Technology runs the Sustainability Management Committee within the BOD to reduce the number of BOD meetings convened and associated procedures, and improve the business expertise and efficiency by making rapid decisions.

    Due to the activities of the Sustainability Management Committee, the periodic board meetings have been specialized as a discussion body for core agendas, and the BOD activities are systematically improved to further reinforce responsible management. Hankook Tire & Technology's Sustainability Management Committee is chaired by the CEO, consisting of inside directors. The term for the Sustainability Management Committee is until the term expiration of the director.

  • Internal Transaction Committee

    The Internal Transaction Committee is a “committee within the BOD” established to supervise internal transactions and improve transparency in the corporate management by establishing a voluntary compliance system for fair trade. Article 393-2 of the Commercial Act, Article 43 of the Articles of Incorporation, and Article 11 (1) of the Board of Directors Operational Regulations requires the company to establish and operate the Internal Transaction Committee with the authority to approve large-scale internal transactions assigned from the BOD.

    In accordance with the Monopoly Regulation and Fair Trade Act, the Committee monitors and supervises unfair transactions through the preliminary review and the approval of transactions with affiliates and affiliated persons. The Internal Transaction Committee of Hankook Tire & Technology is composed of outside directors Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Jungyeun Kim as outside directors. And the chairperson of the Internal Transaction Committe is Jungyeun Kim. The term for the chairperson and members of the Internal Transaction committee is until the term expiration of the director.

  • ESG Committee

    Our ESG Committee is a board committee designed to advise, deliberate, and decide on the most appropriate environmental, social, and governance-related directions so as to emphatically reinforce the sustainable development based on its economic, social, and environmental responsibilities as an enterprise.

    Hankook Tire & Technology’s ESG Committee was created by the resolutions implemented by the Board of Directors. The committee consists of at least three directors and its majority must be made up of outside directors. The chairperson is commissioned among its members by the resolutions, and the committee members are appointed or dismissed by the resolutions decided on by the board of directors.

    An outside director Doocheol Moon was appointed as the chairperson of the ESG committee, which entirely consists of inside and outside directors, among which six of them are Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, Jungyeun Kim, Sungkwon Han and Doocheol Moon. The term for the chairperson and members of the ESG is until the term expiration of the director.


  • Differences from the KCGS Codes for ESG Practices

    Differences from the KCGS Codes for ESG Practices
    Recommendations of the KCGS Codes for ESG Practices Adoption status Note
    Adoption of the corporate governance charter O Establishment and publication on the website
    Written voting system O -
    Electronic voting system O Introduced from the 8th regular general meeting of shareholders (2020-)
    Electronic voting system O Introduced from the 8th regular general meeting of shareholders (2020-)
    Composition of the BOD (majority are outside directors) O 3 inside directors and 4 outside directors (including 1 accounting or finance expert and 1 separately appointed outside director)
    Separation of the chairperson of the BOD and the CEO or appointment of a senior outside director X The chairperson must be appointed through the resolution of the BOD. Since the current CEO has been appointed as the chairperson, he/she is not separately appointed.
    Periodic BOD meetings O Held once a quarter
    Subscription of the liability insurance for directors at the expense of the company O -
    Establishment of the operating regulations for the BOD and committees within the BOD O -
    Public disclosure of the BOD activity records, attendance rates, and the pros and cons of a major agenda O Publication on the website
    Establishment of an expert committee within the BOD O Audit Committee, Outside Director Candidate Recommendation Committee, Internal Transaction Committee, Sustainability Management Committee, and ESG Committee
    Board evaluation X Self-evaluations are carried out for outside directors, and the introduction of self-evaluation for all directors is under review (aim to introduce the BOD evaluation in 2022)
    Components of the Outside Director Candidate Recommendation Committee (majority are outside directors) O 3 inside directors and 4 outside directors
    Components of the Audit Committee (everyone is an outside director) O All outside directors (including one accounting or finance expert)
    Verification of the accuracy of the business reports, etc. O -
    Public disclosure of the audit reports and important matters to be disclosed in Korean and English O Publication of the audit reports written in Korean/English on the website posting and the publication of the fair disclosure in English
    Public disclosure of the governance evaluation rating O Publication on the website
    Enactment of the employee ethics regulations O Establishment and publication on the website
    Description of the difference from the KCGS Codes for ESG Practices O Publication on the website
  • Activities of the BOD and committees within the KCGS Codes for ESG Practices

    1) BOD
    Date Bills Approval Status Member
    Executive Directors Independent Directors
    Hyunbeom
    Cho
    Sooil
    Lee
    Jongho
    Park
    Hyunmyong
    Pyo
    Youngjae
    Kang
    Jonggap
    Kim
    Mira
    Lee
    Agreed or disagreed
    22-1
    (2022.01.28)
    Report on the global consolidated profit and loss for Q4, 2021 Reported - - - - - - -
    2022 business plan report Reported - - - - - - -
    Report on and approval of the occupational safety plans Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    22-2
    (2022.02.15)
    Approval of the 2021 financial statements Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    22-3
    (2022.02.24)
    Decision on the 10th cash dividends Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Decision on the convocation of an ordinary general meeting of shareholders Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Decision on the submitted agenda at the regular general meeting of shareholders Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Matters concerning the solicitation of electronic voting and the electronic power of attorney Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Appointment of Compliance Officer Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Report on the operational status of the 2021 internal accounting management system Reported - - - - - - -
    Report on the evaluation of the operational status of the 2021 internal accounting management system Reported - - - - - - -
    Report on revision of Internal Accounting Management Regulations Reported - - - - - - -
    22-4
    (2022.05.09)
    Report on the global consolidated profit and loss for Q1, 2022 Reported non-attendance - - - - - -
    Approval of the transactions with affiliated persons Approved Agreed Agreed Agreed Agreed Agreed Agreed
    Approval of enactment of corporate governance charter Approved Agreed Agreed Agreed Agreed Agreed Agreed
    22-5
    (2022.07.29)
    Report on the global consolidated profit and loss for 1st half, 2022 Reported - - - - - - -
    22-6
    (2022.08.29)
    Investment plan to increase production capacity in Tennessee, US Approved Agreed Agreed Agreed Agreed non-attendance Agreed Agreed
    22-7
    (2022.10.31)
    Report on the global consolidated profit and loss for Q3, 2022 Reported - - - - - - -
    Establishment of a new corporation for a real estate development company Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Approval and delegation of bond issuance limit Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    22-8
    (2022.12.26)
    2023 organizational reform and an executive officer appointment Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    Executive remuneration Approved Agreed Agreed Agreed Agreed Agreed Agreed Agreed
    2) Sustainability Management Committee
    Date Bills Approval Status Member
    Executive Directors
    Hyunbeom
    Cho
    Sooil
    Lee
    Jongho
    Park
    Agreed or disagreed
    22-1
    (2022.06.30)
    Approval of establishment of Almaty branch Approved Agreed Agreed Agreed
    22-2
    (2022.08.29)
    Approval of Closure of Cairo branch Approved Agreed Agreed Agreed
    Increase in credit limit and approval of new loan agreement Approved Agreed Agreed Agreed
    22-3
    (2022.12.19)
    Relocation of Singapore corporate office address Approved Agreed Agreed Agreed
    3) Internal Transaction Committee
    Date Bills Approval Status Member
    Independent Directors
    Hyunmyong
    Pyo
    Youngjae
    Kang
    Jonggap
    Kim
    Mira
    Lee
    Agreed or disagreed
    22-1
    (2022.02.24)
    Public announcement of the modification to large-scale internal transactions in Q4, 2021 Approved Agreed Agreed Agreed Agreed
    22-2
    (2022.03.15)
    Preliminary approval and public disclosure of large-scale internal transactions in Q2, 2022 Approved Agreed Agreed Agreed Agreed
    22-3
    (2022.06.16)
    Preliminary approval and public disclosure of large-scale internal transactions in Q3, 2021 Approved Agreed Agreed Agreed Agreed
    22-4
    (2022.07.29)
    Public announcement of the modification to large-scale internal transactions in Q2, 2022 Approved Agreed Agreed Agreed Agreed
    22-5
    (2022.09.21)
    Preliminary approval and public disclosure of large-scale internal transactions in Q4, 2022 Approved Agreed Agreed Agreed Agreed
    22-6
    (2022.12.26)
    Renewal of the brand royalty contract Approved Agreed Agreed Agreed Agreed
    Preliminary approval and public disclosure of large-scale internal transactions in Q1, 2023 Approved Agreed Agreed Agreed Agreed
    4) Outside Director Candidate Recommendation Committee
    Date Bills Approval
    Status
    Member
    Executive Directors Independent Directors
    Hyunbeom
    Cho
    Sooil
    Lee
    Jongho
    Park
    Hyunmyong
    Pyo
    Youngjae
    Kang
    Jonggap
    Kim
    Mira
    Lee
    Agreed or disagreed
    - - - - - - - - - -
    5) ESG Committee
    Date Bills Approval
    Status
    Member
    Executive Directors Independent Directors
    Hyunbeom
    Cho
    Sooil
    Lee
    Jongho
    Park
    Hyunmyong
    Pyo
    Youngjae
    Kang
    Jonggap
    Kim
    Mira
    Lee
    Agreed or disagreed
    22-1
    (2022.01.28)
    Report on carbon neutrality roadmap Reported - - - - - - -
    22-2
    (2022.05.09)
    Review of enactment of corporate governance charter Approved non-
    attendance
    Agreed Agreed Agreed Agreed Agreed Agreed
    22-3
    (2022.10.31)
    Major Performances by ESG Steering Committee in 2022 Reported - - - - - - -
    Status and Plan of Carbon Neutrality Roadmap and SBTi Reported - - - - - - -
    ESG Report 2021/22 Highlights Reported - - - - - - -
    ESG Major Plans for 2023 Reported - - - - - - -
    6) Audit Committee
    Date Bills Approval Status Member
    Independent Directors
    Hyunmyong
    Pyo
    Youngjae
    Kang
    Jonggap
    Kim
    Mira
    Lee
    Agreed or disagreed
    22-1
    (2022.01.28)
    Consolidated Profit & Loss Report for the Q4, 2021 Reported - - - -
    Report on business audit results for the Q4, 2021 Reported - - - -
    Approval of the conclusion of a non-audit service contract for accounting auditors Approved Agreed Agreed Agreed Agreed
    Report on the progress of the internal accounting management system in 2021 Reported - - - -
    Report on the progress of establishing a consolidated internal accounting management system Reported - - - -
    Report on Fund operation process inspection and improvement plan Reported - - - -
    Report on compliance support activities Reported - - - -
    22-2
    (2022.02.15)
    (Before audit) Approval of separate/consolidated financial statements Approved Agreed Agreed Agreed Agreed
    22-3
    (2022.02.24)
    Report on internal monitoring for 2021 Reported - - - -
    Report on internal accounting management system for 2021 Reported - - - -
    Evaluation of Internal accounting management system for 2021 Approved Agreed Agreed Agreed Agreed
    Audit Committee evaluation of CEO and internal accounting manager for 2021 Approved Agreed Agreed Agreed Agreed
    2021 Audit Committee Self-Evaluation Approved Agreed Agreed Agreed Agreed
    Revision of internal accounting management regulations in 2021 Reported - - - -
    Resolution of audit report Approved Agreed Agreed Agreed Agreed
    Review of the agenda for the regular general meeting of shareholders Approved Agreed Agreed Agreed Agreed
    22-4
    (2022.05.09)
    Consolidated Profit & Loss Report for the Q1, 2022 Reported - - - -
    Report on business audit results for the Q1, 2022 Reported - - - -
    Approval of the conclusion of a non-audit service contract for accounting auditors Approved Agreed Agreed Agreed Agreed
    Report on Annual internal accounting management system for 2022 Reported - - - -
    Report on compliance support activities Reported - - - -
    22-5
    (2022.07.29)
    Consolidated Profit & Loss Report for the Q2, 2022 Reported - - - -
    Report on business audit results for the Q2, 2022 Reported - - - -
    Approval of the conclusion of a non-audit service contract for accounting auditors Approved Agreed Agreed Agreed Agreed
    Report on Annual internal accounting management system for 2022 Reported - - - -
    Report on the progress of establishing a consolidated internal accounting management system Reported - - - -
    Report on compliance support activities Reported - - - -
    22-6
    (2022.10.31)
    Consolidated Profit & Loss Report for the Q3, 2022 Reported - - - -
    Report on business audit results for the Q3, 2022 Reported - - - -
    Approval of the conclusion of a non-audit service contract for accounting auditors Approved Agreed Agreed Agreed Agreed
    Report on Annual internal accounting management system for 2022 Reported - - - -
    Report on the progress of establishing a consolidated internal accounting management system Reported - - - -
    Report on the company's data center and data management status Reported - - - -
  • Code of Ethics and the Articles of the Incorporation/Annexed Articles of Incorporation