The Board of Directors consists of all the company’s Directors.
(Chairman : Y.H.Park / Total Number of Directors : 15)
| Voting type | Name | Position (Part/ Full-time status) | Date of appointment | Tenure | Status of insured |
|---|---|---|---|---|---|
| Internal Director | Y.H.Park | Representative Director(Full-time) | 2009-03-27 | 3 years | Insured |
| Yongmann Park | Representative Director(Full-time) | 2007-03-16 | 3 years | Insured | |
| J.K.Lee | Representative Director(Full-time) | 2009-03-27 | 3 years | Insured | |
| James B. Bemowski | Representative Director(Full-time) | 2007-03-16 | 3 years | Insured | |
| YS Park | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Jeong won Park | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Geewon Park | Director(Full-time) | 2009-03-27 | 3 years | Insured | |
| Outside Director | Myung-ja Kim | Director(Part-time) | 2009-03-27 | 3 years | Insured |
| Haesik Park | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Hi-Taek Shin | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Dae-Hee Yoon | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Dong-Min Yoon | Director(Part-time) | 2007-03-16 | 3 years | Insured | |
| Hae-Bang Chung | Director(Part-time) | 2009-03-27 | 3 years | Insured | |
| Jeffrey D. Jones | Director(Part-time) | 2007-03-16 | 3 years | Insured | |
| Moon-Hyun Cho | Director(Part-time) | 2009-03-27 | 3 years | Insured |
- 1. Directors shall be appointed during the General Shareholders’ Meeting.
The decision to appoint a Director shall be taken separately from other
decisions. - 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. 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.
Approval of the Board of Directors shall be secured on the following items:
- 1. Convocation of the General Shareholders’ Meeting, agenda items, and report
items. - 2. Issuance of new stock.
- 3. Increase of capital stock without consideration .
- 4. Capital reduction.
- 5. Appointment and dismissal of the Representative Director.
- 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. Appointment and dismissal of managing officers.
- 8. Installation, operation, and termination of Committees under the BOD.
- 9. Appointment and dismissal of members of Committees under the BOD.
- 10.Decisions on and changes of the basic principles of business management.
- 11.Decisions on new business.
- 12.Revision of BOD Rules.
- 13.Establishment and revision of the Audit Committee and other Committees
under the BOD. - 14.Installation, relocation, and termination of domestic or overseas branches,
plants, sales offices, offices, subsidiaries, and work sites. - 15.Items on Corporate Bond offering.
- 16.Acquisition or disposal of assets equivalent to or over 10% of the total asset
value. - 17.Investment or disposition of invested equity in other corporations equivalent
to or over 10% of capital stock. - 18.Items on the sell-off of stocks of related companies (including treasury
stocks). - 19.Transactions between the Director and the Company.
- 20.Granting or cancellation of stock acquisition options.
- 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.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.
| No. | Agenda | Date | No. of directors attending | |
|---|---|---|---|---|
| Internal Director | Outside Director | |||
| 1 | 1.Appointment of executives | 2008-01-16 | 4 | 5 |
| 2 | <Resolutions> 1. Approval of the 71st term financial statements and business reports 2. New signing of Treasury Stock Special Money in Trust agreement <Reports> 1. 2007 biz. performance and 2008 biz. plan 2. 2007 2nd half CP operation |
2008-02-04 | 5 | 4 |
| 3 | <Resolutions> 1. Appointment of Members of Outside Director Candidate Recommendation Consultation Committee 2. Convocation of the 71st ordinary shareholders’ meeting 3. Cancellation of stock options granted 4. Decision on the method of executing 2008 stock options 5. Issuance of No. 276 corporate bonds 6. Renewal of Treasury Stock Special Money in Trust agreement <Reports> 1. Resolutions of the committees within the BOD 2. Realities of the operation of internal accounting system 3. Evaluation of the operation of internal accounting system |
2008-03-03 | 2 | 5 |
| 4 | 1. Approval of the signing of a contract on stock acquisition and transfer |
2008-03-05 | 4 | 5 |
| 5 | 1. Approval of changing the 71st term financial statements 2. Cancellation of stock options granted |
2008-03-11 | 3 | 4 |
| 6 | 1. Appointment of the representative director | 2008-03-21 | 4 | 5 |
| 7 | <Resolutions> 1. Investment in another company (new establishment) and assignment of a contract on stock acquisition and transfer 2. Renewal of Treasury Stock Special Money in Trust agreement 3. Revision of the regulations for internal accounting <Reports> 1. 2008 1Q business performance |
2008-05-06 | 4 | 5 |
| 8 | 1. Contribution to another company | 2008-05-14 | 4 | 4 |
| 9 | 1. Appointment of executives | 2008-05-30 | 4 | 5 |
| 10 | <Resolutions> 1. Physical division of the company 2. Convocation of extraordinary shareholders’ meeting 3. Conclusion of stockholders’ list and stopping name change 4. Issuance of No. 277 corporate bonds <Reports> 1. 2008 1st half biz. performance 2. 2008 1st half CP (Compliance Program) operation 3. Realities of the operation of the internal accounting system during 2008 1st half |
2008-07-29 | 4 | 4 |
| 11 | <Resolutions> 1. Physical division of the company 2. Changing the agenda for the stockholders’ extraordinary general meeting 3. Renewal of Treasury Stock Special Money in Trust agreement |
2008-09-02 | 4 | 4 |
| 12 | <Resolutions> 1. Changing the announcement of a general meeting to report the conclusions of the physical division of the publishing biz division |
2008-09-19 | 3 | 5 |
| 13 | <Reports> 1. 2008 3Q business performance |
2008-10-31 | 3 | 6 |
| 14 | <Resolutions> 1. Signing of a contract for stock selling and buying |
2008-11-13 | 5 | 5 |
| 15 | <Resolutions> 1. Changing the announcement of a general meeting to report the conclusions of the physical division of the Tech Pack biz division 2. Renewal of Treasury Stock Special Money in Trust agreement 3. Abolition of a part of the Tech Pack BG workplace |
2008-11-19 | 3 | 3 |
| 16 | <Resolutions> 1. Selling equity of NPI (Nutra Park Inc.) 2. Issuance of No. 278 corporate bonds |
2008-12-19 | 3 | 3 |
| 1 | <Resolutions> 1. Transfer of a part of the business 2. Convocation of extraordinary shareholders’ meeting 3. Conclusion of stockholders’ list and stopping name change 4. Renewal of Treasury Stock Special Money in Trust agreement 5. Abolition of a part of the Electronics BG workplace |
2009-01-06 | 5 | 5 |
| 2 | <Resolutions> 1. Approval of the 72nd term financial statements and business reports 2. Appointment of the members of the advisory group for the recommendation of outside directors 3. Decision on the method of executing 2009 stock option |
2009-02-04 | 3 | 6 |
| 3 | <Resolutions> 1. Convocation of the 72nd ordinary shareholders’ meeting 2. Revising the regulations on the operation of stock options 3. Cancellation of stock options granted 4. Renewal of Treasury Stock Special Money in Trust agreement <Reports> 1. Resolutions of the committees within the BOD 2. Realities of the operation of the internal accounting system 3. Evaluation of the operation of the internal accounting system 4. 2008 2nd half CP operation (Compliance Program) |
2009-03-10 | 5 | 6 |
| 4 | <Decisions> 1. Withdrawal of rights for stock option issuance |
2009-03-27 | 4 | 4 |
| 5 | <Decisions> 1. Appointment of the chairman of the board of directors 2. Appointment of the CEO 3. Appointment of directors 4. Appointment of committee members within the board of directors 5. Modification of regulations for the board of directors and committee within the board of directors 6. Modification of regulations for the Outside Director Candidates Recommendation Committee 7. Modification of internal accounting regulations |
2009-03-27 | 6 | 7 |
| 6 | <Decisions> 1. Extension of contract for share money market trust 2. The 279th issuance of Doosan corporate bonds <Reports> 1. Management performance of the first quarter of 2009 |
2009-04-29 | 7 | 5 |
| 7 | <Resolutions> 1. Investment in another company (DIP Holdings worth 280 billion won) 2. Sell-off of shares of an affiliated company (SRS, Samhwa Crown & Closure) 3. Purchase of shares of Doosan Mottrol Holdings (16,000 shares held by Fl, worth 21.9 billion won) |
2009-06-03 | 7 | 8 |
| 8 | <Resolutions> 1. Appointment of executive (Vice President Yi Sang-ha) 2. Approval of the dual appointment as DIP Holdings Board of Director of James B. Bemowski doubles as Vice Chairman 3. Investment in another company (Doosan Mottrol Holdings) (90 billion won) |
2009-06-19 | 5 | 5 |
| 9 | <Resolutions> 1. Signing of the right to use the Doosan trademark 2. Sell-off of shares of an affiliated company (Doosan Techno Holdings) 3. Appointment of the Board of Directors 4. Granting of stock options <Reports> 1. 2009 1H business performance 2. Status of 2009 1H CP (program for self- regulated fair trade practice) operation |
2009-07-28 | 7 | 6 |
| 10 | <Resolutions> 1. Extension of the contract on the investment trust of company-held own stock 2. Purchase of shares of an affiliated company (Samhwa Crown & Closure) |
2009-08-26 | 5 | 5 |
| 11 | <Resolutions> 1. Date of designation of shareholders with voting rights, and closing of the stock book 2. Revision of the personnel management rules of members of the executive committee |
2009-09-11 | 6 | 7 |
| 12 | <Resolutions> 1. Payment of a quarterly cash dividend 2. Extension of the contract on the investment trust of company-held own stock <Reports> 1.2009 3Q business performance |
2009-10-27 | 7 | 3 |
| Name of Committee | Composition | Function | Remark | |
|---|---|---|---|---|
| Internal Director | Outside Director | |||
| Audit Committee | - | 3 | Audit | |
| Outside Director Candidate Recommendation Committee | - | 4 | Outside Director Candidate Recommendation | |
| Internal Transaction Committee | - | 5 | Deliberation and decision-making on internal transaction | |
| Outside Director Candidate Recommendation Consultation Committee | - |
Consists of 5 external persons |
Outside Director Candidate Recommendation | |
