ESG Report 2022-2023 - Flipbook - Page 19
HIGHLIGHTS
INTRO
ESG MANAGEMENT SYSTEM
PRIORITY AREA
APPENDIX
Hankook Tire & Technology ESG Report 2021/22
19
Independence statement of the BOD
pursuant to applicable laws, and the Independent Director
Diversity policy of the BOD
Expertise of the BOD
We stipulated the requirement for independent directors
Recommendation Committee ensures that independent directors
We consider such diversity metrics as gender, age, race,
Independent directors are appointed at the general meeting
nationality, and country of birth to promote the diversity of our
of shareholders for their extensive expert knowledge and
BOD. In fact, we have expanded our BOD membership from
experience in the areas of business administration, economy,
five to seven directors in March 2021, and appointed a female
law, accounting and other wide-ranging areas and for their
independent director. Directors are required to represent the
compliance with the qualifications stipulated in applicable laws.
rights and interests of all shareholders and stakeholders in a
We ensure that our independent directors offer their advice
balanced manner, and are not discriminated against on the
and leverage their expertise to assist senior management
grounds of gender, age, religion or race and are given equal
with accurate decision-making while fulfilling their given role
status.
of checking and monitoring management. We also provide
to account for a majority of the BOD for the sake of greater
transparency and independence. Directors are appointed at the
general meeting of shareholders held before March each year.
Director candidates are nominated according to transparent
and fair procedures, and such nominations are made at the
BOD for executive directors and the Independent Director
Recommendation Committee for independent directors.
Directors may serve three years and be reappointed. As of
2022, the average tenure of our directors was 2.7 years. Vacant
director positions are individually filled at the general meeting of
shareholders. The composition of our BOD is in agreement with
the Commercial Act, the Monopoly Regulation and Fair Trade
Act, and other applicable laws. Independent directors cannot
be appointed if any disqualifying factors are discovered, and
incumbent independent directors can no longer hold their position
should they become subject to any of the disqualifications.
We review the disqualifications for directors’ independence
comply with the qualifications for independence.
Grounds for Disqualification of Independent Directors
* In compliance with the Commercial Act, the Fair Trade Act, and other relevant laws
① Directors, executive directors, and employees who engage in regular company
business, or directors, auditors, executive directors, and/or employees who have
engaged in the regular business of the Company within the past two years
② Largest individual shareholder, his/her spouse, and direct parents and
descendants
③ If the largest shareholder is a corporation, directors, auditors, executive directors,
and employees of the corporation
④ Spouse and direct parents and descendants of directors, auditors and executive
directors
⑤ Directors, auditors, executive directors and employees of the parent company of
the Company or of a subsidiary of the Company
⑥ Directors, auditors, executive directors, and employees of a corporation which
has significant interest, including a business relationship, with the Company
⑦ Directors, auditors, executive directors, and employees of another company for
which directors, executive directors and employees of the Company serve as
directors or executive directors
dedicated training to help independent directors improve their
Directors by Age Group (unit: %)
14.3
The director must not have been employed by the Company in an executive capacity within the
last five years.
Jong Gap Kim
Hyun Myung Pyo
Mi Ra Lee
Young Jae Kang
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The director must not have a family member who accepts any payments from the Company or
any parent or subsidiary of the Company in excess of USD 60,000 within the last three years.
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The director must not have a family member of an individual who is employed by the Company or
by any parent or subsidiary of the Company as an executive officer.
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The director must not be an advisor or consultant to the Company or a member of the Company’s
senior management.
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The director must not be affiliated with a significant customer or supplier of the Company.
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The director must not have no personal services contract(s) with the Company or a member of the
Company’s senior management.
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The director must not be affiliated with a not-for-profit entity that receives significant
contributions from the Company.
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The director must not have been a partner or employee of the Company’s external auditor over
the past three years.
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The director must not have any other conflict of interest that the Board determines to mean they
can’t be considered independent.
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* By the criteria adopted by the Dow Jones Sustainability Indices (DJSI)
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Training Provided to Independent Directors
Under 50
28.6
57.1
Over 60
Between the ages
of 50 and 60
Review of Independent Director’s Compliance with Independence Qualifications*
Requirement
expertise.
Directors by Gender (unit: %)
14.3
Female
85.7
Male
Date of
training
Trainer
Training topic
2021.07.22
Samjong KPMG
Audit committee’s obligation to
investigate and report corruptive
practices
2021.07.30
Operational practices and trends
Korea Listed Companies of the internal accounting control
Association
system from the management
perspective
2021.09.09
Hankook Tire &
Technology
On-site training for domestic
operations
- Geumsan Plant and the R&D
Center (Technodome)
2021.10.12
Samil PwC
Seminar on the future strategy
of the internal accounting control
system
2021.10.20
Hankook Tire &
Technology
Progress made on ESG activities
2021.10.26
Samil PwC
Audit Committee School
2021.9.9~
11.18
ESG leadership courses
Korea Green Foundation,
(domestic/global ESG trends,
Maeil Business
climate crisis response strategy,
Newspaper
ESG Insight, field workshop, etc.)