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Board of Directors

Composition and Functions of the Board of Directors

The Board of Directors consists of all the company’s Directors.

(Chairman : Yongmaan Park/Total no. of Directors : 7)

(Chairman : Yongmaan Park / Total Number of Directors : 7)
Voting type Name Position(Part/ Full-time status) Date of appointment Tenure Status of insured
Internal Director Yongmaan Park Representative Director(Full-time) 2013-03-29 3 years Insured
Jae Kyung Lee Representative Director(Full-time) 2015-03-27 3 years Insured
Jeong won Park Director(Full-time) 2015-03-27 3 years Insured
Outside Director Gwang-su Song Director(Part-time) 2013-03-29 3 years Insured
Jong-baek Lee Director(Part-time) 2015-03-27 3 years Insured
Hi-taek Shin Director(Part-time) 2015-03-27 3 years Insured
Chang-hwan Kim Director(Part-time) 2013-03-29 3 years Insured

Appointment of Director

  1. 1. Directors shall be appointed during the General Shareholders’ Meeting.The decision to appoint a Director shall be taken separately from other decisions.
  2. 2. The appointment of BOD members requires the majority of shareholders with voting rights to attend the Shareholders’ Meeting, provided that the total count of votes represents one fourth of the total shares issued at the minimum.
  3. 3. Decisions on the appointment of BOD member shall be based on one voting right per share, in compliance with Article 23. Even if 2 or more BOD members are appointed, cumulative voting as provided in Article 382-2 of Commercial Act shall not be used.

Responsibilities of the Board of Directors

Approval of the Board of Directors shall be secured on the following items.

  1. 1. Convocation of the General Shareholders’ Meeting, agenda items, and report items.
  2. 2. Issuance of new stock.
  3. 3. Increase of capital stock without consideration .
  4. 4. Capital reduction.
  5. 5. Appointment and dismissal of the Representative Director.
  6. 6. Appointment and dismissal of executives in the position of Vice President or higher. The Representative Director shall be entrusted with the authority to appoint and dismiss executives in positions lower than Vice President.
  7. 7. Appointment and dismissal of managing officers.
  8. 8. Installation, operation, and termination of Committees under the BOD.
  9. 9. Appointment and dismissal of members of Committees under the BOD.
  10. 10.Decisions on and changes of the basic principles of business management.
  11. 11.Decisions on new business.
  12. 12.Revision of BOD Rules.
  13. 13.Establishment and revision of the Audit Committee and other Committees under the BOD.
  14. 14.Installation, relocation, and termination of domestic or overseas branches, plants, sales offices, offices, subsidiaries, and work sites.
  15. 15.Items on Corporate Bond offering.
  16. 16.Acquisition or disposal of assets equivalent to or over 10% of the total asset value.
  17. 17.Investment or disposition of invested equity in other corporations equivalent to or over 10% of capital stock.
  18. 18.Items on the sell-off of stocks of related companies (including treasury stocks).
  19. 19.Transactions between the Director and the Company.
  20. 20.Granting or cancellation of stock acquisition options.
  21. 21.Transactions with the largest shareholder (including the party with special relations) and provided by the Securities Transaction Act and the Monopoly Regulation and Fair Trade Act.
  22. 22.Items provided by law or the Rules of Incorporation, items entrusted by the General Shareholders’ Meeting, and other items recognized as critical to business management by the Representative Director.

BOD Meetings

BOD Meetings on 2015
No. Agenda Date No. of directors attending
Internal Director Outside Director
  1. 1. Concluding a new specified money trust contract for treasury shares
2015-01-06 3 6
2 1. Provision of payment guarantee for DIVUK 2015-02-05 3 6
2. Approval of the financial statement and the annual report for the 78th term
3. Election of directors
3 1. Convocation of the periodic General Meeting of Shareholders for the 78th term and approval of the agenda of the meeting 2015-02-27 3 3
2. Decision on the method of exercising stock options in 2015
3. Cancellation of the granting of stock options
4. Election of directors
4 1. Election of the Representative Director 2015-03-27 3 4
2. Election of the members of the committees within the Board of Directors
3. Approval of transactions with affiliated businesses
4. Election of the compliance officer

Installation of Committee under Board of Directors

Installation of Committee under Board of Directors
Name of Committee Composition Function Remark
Internal Director Outside Director
Audit Committee - 3 Audit
Outside Director Candidate
Recommendation Committee
- 3 Outside Director Candidate Recommendation
Internal Transaction Committee - 3 Deliberation and decision-making on internal transaction
Outside Director Candidate Recommendation Consultation Committee - 3 Outside Director Candidate Recommendation
External director support organization
  • - Staff in charge: Manager Byoung hyun Yoo (Tel: 02-3398-1128)
  • - Main duties: Operation of the board of directors, overall handling of external director support