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Doosan

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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 : Jeongwon Park /Total no. of Directors : 6)

(Chairman : Jeongwon Park / Total Number of Directors : 6)
Voting type Name Position(Part/ Full-time status) Date of appointment Tenure Status of insured
Internal Director Jeongwon Park Representative Director(Full-time) 2016-03-25 3 years Insured
Jae Kyung Lee Representative Director(Full-time) 2015-03-27 3 years Insured
Outside Director Gwang-su Song Director(Part-time) 2016-03-25 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) 2016-03-25 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 2016
No. Agenda Date No. of directors attending
Internal Director Outside Director
1 1. Approval of agreement for founding Doosan Bundang Center (provisional) and contract for land purchase and sale 2016-01-11 2 4
2. Conclusion of a new contract on the special money intrust of treasury shares
2 1. Approval of the financial statement and the annual report for the 79th term 2016-02-04 1 4
2. Approval of sale of shares of Doosan Technology Institute
3. Relocation of FC Power BU and change of branch address
4. Appointment of members of the advisory group for recommending outside directors
3 1. Convocation of the periodic General Meeting of Shareholders for the 79th term and approval of the agenda of the meeting 2016-03-02 3 4
2. Approval of transactions with DLI Co., Ltd.
3. Decision on the method of exercising stock options in 2016
4. Cancellation of the granting of stock options
5. Approval of loan to Doosan Fuel Cell America
4 1. Election of board chairman and the person having a board meeting convocation right 2016-03-25 2 4
2. Election of representative director
3. Election of committee members within the board
4. Approval of transactions with Doosan Tower Corporation
5. Approval of purchase of shares of affiliated companies
6. Approval of contract on the construction of Doosan Bundang Center (provisional)
7. Approval of transactions with affiliated companies
5 1. Doosan Corporation guarantee for DIP Holdings Co., Ltd. 2016-04-08 2 3

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