ESG Report 2022-2023 - Flipbook - Page 20
HIGHLIGHTS
INTRO
ESG MANAGEMENT SYSTEM
PRIORITY AREA
APPENDIX
Hankook Tire & Technology ESG Report 2021/22
Effectiveness and transparency of the BOD
Committees operated under the BOD
BOD remuneration
We stipulate that BOD meetings exceed the set 50% quorum
Committee
Responsibility
Our directors and auditors are compensated within the
Audit Committee
- Audit the Company’s accounting and business
operations
- Investigate the Company’s asset status
- Handle matters stipulated by applicable laws and
the Articles of Incorporation as well as matters
commissioned by the BOD
- Request directors to report on business
operations
- Approve the appointment of external auditors
to ensure their effective operation. Independent directors are
restricted from serving as independent directors for three
or more companies other than Hankook Tire & Technology
to faithfully fulfill their role as an independent director. The
Audit Committee is operated under the BOD to check and
monitor management on behalf of shareholders, and selfassessments are made each year to improve its effectiveness.
Such assessments span the composition and qualification of
the Audit Committee, the qualification of the Audit Committee
Chair, understanding of the Company’s business and risks, work
processes and procedures, oversight of financial reporting and
audit function, and monitoring activities. Furthermore, the Korea
Corporate Governance Service performs annual assessments on
Hankook Tire & Technology’s governance, and such third-party
evaluations guide our efforts to monitor and improve on any
vulnerabilities.
Sustainability
Committee
- Deliberate and decide on general management
and financial matters
Independent Director
Recommendation
Committee
- Nominate independent director candidates to
the general meeting of shareholders
Internal Transactions
Committee
- Approve large-scale related transactions
ESG Committee
- Deliberate and decide on environmental,
social, and governance management to bolster
sustainable management
* Quorum: The minimum number of members required to make decisions on agenda
items at BOD meetings
BOD Meetings Held Over the Past 5 Years (unit: No. of meetings)
8
8
11
9
9
2017
2018
2019
2020
2021
※ Average BOD attendance in 2021: 100%
annual remuneration limit approved by the general meeting
of shareholders in accordance with relevant regulations.
Incentives may also be provided based on business performance
as measured against economic, social and environmental
performance metrics. The general meeting of shareholders held
on March 30, 2021 approved KRW 3 billion as the total director
remuneration limit, and 59% of this was paid. At the general
meeting of shareholders held on March 30, 2022, KRW 5 billion
was approved as the director remuneration limit for the year
2022.
Total Remuneration of BOD (unit: KRW million)
Category
No. of directors
Average
Total remuneration per
remuneration
person
Executive director
3
1,564
782
Independent
director (Audit
Committee
member)
4
203
51
Total
7
1,767
776
* Remuneration of all directors and auditors: As of December 2021
* Hyun Bum Cho, an executive director, was excluded in the calculation for total
remuneration and average remuneration per person as he also received compensation
from Hankook & Company where he is currently employed.
* The data includes wages paid to three members of the Audit Committee whose term
of office was terminated in March 2021.
* Our Audit Committee is exclusively composed of independent directors, and all our
independent directors serve on the Audit Committee.
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