ESG Report 2022-2023 - Flipbook - Page 18
HIGHLIGHTS
INTRO
ESG MANAGEMENT SYSTEM
PRIORITY AREA
APPENDIX
Performance appraisal of the CEO and management
Board-centered decision-making process
The CEO’s short-term incentives are paid in accordance with
Hankook Tire & Technology is fully committed to sustained profit
performance indicators (sales and operating profits for the
generation and growth based on mutual checks and balances
concerned year) - and comprehensive appraisal criteria which
among the BOD, management and shareholders. We carefully
include contributions made to business performance (attainment
heed the advice of our stakeholders, identify necessary tasks in
of strategic tasks). Long-term incentives are calculated for the
respective meetings and align such efforts towards meaningful
Company’s three-year performance, and are paid every three
outcomes. We also build a corporate culture which supports free-
years in consideration of EVA*, sales growth, and TSR disparities,
flowing communication and integrate stakeholder feedback into
among other factors.
the decision-making of senior management. Our BOD regulations
stipulate that the Chair of the BOD should be appointed
* EVA = (ROIC – WACC) x (total assets-current liability)
Hankook Tire & Technology ESG Report 2021/22
Composition of the BOD
Our BOD consists of seven directors – three executive directors
Collecting
stakeholder
feedback
and four independent directors. All our independent directors
are free from any specific interest in the Company, management,
or major shareholders.
General meeting of shareholders
Reporting
Appointment
Reporting
Appointment
among directors through the resolution adopted by the Board.
To ensure the smooth operation of the Board by providing
CEO-to-Employee Compensation Ratio
sufficient information to independent directors appointed for
their extensive experience and proven competency in the overall
Total CEO
Remuneration (KRW
million)*
Average Employee
Compensation (KRW
million)*
Ratio**
932
76
12.26
* Sum of base pay and allowances and short/long-term incentives
**Calculated by dividing the total CEO remuneration by the average employee
compensation
Our executives enter into management advisory contracts to
bolster their liability following retirement. This contract aims
to prevent any professional misconduct on the part of our
executives during their tenure and strengthen internal controls.
The contract includes clawback provisions that stipulate that if
any professional misconduct is identified from any executive’s
term following their retirement, he/she must return the amount
that matches the severity of the damage done to the Company
from the management advisory payments that he/she received.
rofessional misconduct: Includes but is not limited to illegal acts or any acts that
*P
cause damage to the Company, including professional negligence
BOD
tire industry and to assist the Board in duly performing its role
and responsibility as specified in applicable laws and internal
regulations, our CEO Soo Il Lee was appointed as the Chair of the
BOD.
Support,
check
Monitoring,
checking,
deliberation on
major agenda
items
Audit
Committee
Reporting
The BOD advances our management philosophy set forth in
the preamble of the Articles of Incorporation to pursue the
development of Hankook Tire & Technology’s corporate culture
CEO
Various
meetings
and elevate the value of the ‘Hankook’ brand. As the permanent
highest decision-making body, the BOD adopts resolutions with
Monitoring,
checking,
deliberation on
major agenda
items
Reporting
management
information
Director
Name
Position
Executive
director
Soo Il Lee
CEO
Executive
director
Hyun Bum
Cho
Chairman
Executive
director
Jong Ho Park President
Audit
Independent
Jong Gap Kim Committee
director
member
Auditing
in applicable laws, and makes decisions on major corporate
issues including the development and approval of business
plans. The BOD Secretariat has been up and running since 2021
to bolster management accountability with the BOD playing a
central role and to also systematically support BOD operations.
Collecting
stakeholder
feedback
Career of Independent
Directors
Former) Representative of
Deutsche Bank Seoul Branch
Independent Hyun
director
Myung Pyo
Audit
Committee
member
Former) President of KT,
President & CEO of LOTTE
Rental (possesses work
experience in the same industry
(selective consumer goods)
based on GICS)
Independent
Mi Ra Lee
director
Audit
Committee
member
Former) HR Director, General
Electric Korea (possesses work
experience in the same industry
(selective consumer goods)
based on GICS)
Independent Young Jae
director
Kang
Audit
Committee
member
Former) CEO of Hite Jinro
Beverage
Present) CEO of the Investment
Division, ENSL Partners
Discuss and
decide on major
company-wide
issues
a majority of directors attending and a majority of attending
directors voting for or against, except when stipulated otherwise
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