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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 : Yongmaan Park/Total no. of Directors : 9)

(Chairman : Yongmaan Park / Total Number of Directors : 9)
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) 2012-03-30 3 years Insured
Jeong won Park Director(Full-time) 2012-03-30 3 years Insured
Outside Director Seo Dae-won Director(Part-time) 2012-03-30 3 years Insured
Song Gwang-su Director(Part-time) 2013-03-29 3 years Insured
Shin Hee-taek Director(Part-time) 2012-03-30 3 years Insured
Kim Chang-hwan Director(Part-time) 2013-03-29 3 years Insured
Nam Ic-hyun Director(Part-time) 2012-03-30 3 years Insured
Junki Kim Director(Part-time) 2012-12-28 2 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 2012
No. Agenda Date No. of directors attending
Internal Director Outside Director
1
  1. 1. Approval on the financial statements and business report of the 75th period
  2. 2. Decision on the exercising method of stock options in 2012
  3. 3. Revision of the HR management regulations of executive officers
  4. 1. Report on business results in 2011 and 2012 business plan
2012-02-16 7 7
2
  1. 1. Convening of the 74th period regular general shareholders' meeting and approval of the meeting's purpose
  2. 2. Cancellation of the awarding of stock options
  3. 3. Approval on transactions with affiliated companies
  4. 1. Report on the operating status of the internal accounting management system
  5. 2. Evaluation report on the operating status of the internal accounting management system and audit report
2012-03-06 7 6
3
  1. 1. Election of board chairman and the person having a board meeting convocation right
  2. 2. Election of representative director
  3. 3. Approval of director’s additional job
  4. 4. Election of executives
  5. 5. Revision of various regulations
  6. 6. Election of committee members within the board
  7. 7. Election of law compliance supporters
2012-03-30 5 5
4
  1. 1. Election of executives
  2. 2. Approval of the transactions from the self account of Doosan Infracore and Doosan E&C
  3. 3. Approval of the basic contract with Doosan Heavy Industries & Construction regarding overseas logistics outsourcing
  4. 4. Delegation of the flotation of the debentures of 2012 to the Chairperson of the Board of Directors
  5. 5. Decision on the stock book list finalization date and on the stock book closure
  6. 6. New agreement signed regarding entrusting the treasury stock
2012-05-28 3 6
5
  1. 1. Sign of the annex for the Doosan trademark license agreement
  2. 2. Approval of the transactions from the self account of Doosan Infracore and Doosan E&C
  3. 3. Establishment of the new overseas branches
  4. 4. Revision of the regulations on advisory and consultation management
2012-05-28 4 3
6
  1. 1. Quarterly cash dividend
  2. 2. Commence procedure for the merger agreement between Doosan and DFMS
  3. 3. Stock book closure for the merger
  4. 4. Enactment of the compliance control standards
  5. 1. Report on business results from Q1 of 2012 (tentative)
2012-07-27 4 3
7
  1. 1. Election of executives
  2. 1. Report on business results from Q1 of 2012 (tentative)
2012-08-23 5 3
8
  1. 1. Sign of the merger agreement between Doosan and DFMS
  2. 2. Sign of the Doosan trademark license agreement, approved internal / self transactions with affiliates
  3. 3. Revision of the basic contract with Doosan Heavy Industries & Construction regarding local logistics outsourcing
  4. 4. Sign of the lease agreement with Doosan Infracore
2012-09-26 5 4
9
  1. 1. Report of the completed merger process between Doosan and DFMS
  2. 2. Approval of the transactions from the self account
  3. 1. Report of business results from the 3rd quarter of 2012
2012-11-12 4 4
10
  1. 1. Equity spinoff of Neoplux, which is owned by Doosan
  2. 2. Decision on the stock book list finalization date and on the stock book closure
  3. 3. Election of members for the independent director candidate recommendation committee
2012-11-19 5 2
11
  1. 1. Convened the extraordinary general meeting and approved the agenda
2012-11-19 4 4
12
  1. 1. Approval of the transactions between the company and executives for 2013
2012-12-18 5 4
13
  1. 1. Replaced the report on the equity spinoff of Neoplux, which is owned by Doosan, with the notice on the general assembly for reporting
  2. 2. Disposal of the stocks from related companies
2012-12-28 4 5

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: Deputy Division Manager Yun Yong-se (Tel: 02-3398-1102)
  • - Main duties: Operation of the board of directors, overall handling of external director support