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 |
| Yongmaan Park | Representative Director(Full-time) | 2010-03-26 | 3 years | Insured | |
| J.K.Lee | Representative Director(Full-time) | 2009-03-27 | 3 years | Insured | |
| James B. Bemowski | Representative Director(Full-time) | 2010-03-26 | 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 | <Resolutions> 1. Renewal of Treasury Stock Special Money in Trust agreement 2. Revision of various rules and regulations |
2010-01-21 | 7 | 6 |
| 2 | <Resolutions> 1.Approval of the 73rd term financial statements and business reports 2.Appointment of the members of the advisory group for the recommendation of outside directors 3.Appointment of executives 4.Decision on the method of executing stock option <Reports> 1.Management performance in 2009, and management plan for 2010 2.Achievements in the operation of self-regulation programs for fair trade in the second half of 2009 |
2010-02-10 | 6 | 7 |
| 3 | <Resolutions> 1.Convocation of the 73rd ordinary shareholders' meeting 2.Cancellation of stock options granted <Reports> 1.Realities of the operation of the internal accounting system 2.Evaluation report and audit report on the realities of the operation of the internal accounting system |
2010-03-05 | 7 | 5 |
| 4 | <Resolutions> 1.Appointment of the chairman of the board of directors 2.Approval of the dual appointment as DIP Holdings Board of Director 3.Appointment of committee members within the board of directors 4.Motion to seek agreement on the merger between Doosan, Doosan Mottrol Holdings, and Doosan Mottrol 5.Closure of stockholders' list for the merger |
2010-03-26 | 4 | 5 |
| 5 | <Resolutions> 1. Renewal of Treasury Stock Special Money in Trust agreement <Reports> 1. 2010 1Q business performance |
2010-04-29 | 6 | 6 |
| 6 | <Resolutions> 1.Approval of the contract on the merger between Doosan, Doosan Mottrol Holdings, and Doosan Mottrol 2.Designation of the conclusion date and conclusion of the stockholders' list 3.Appointment of executives |
2010-05-27 | 6 | 5 |
| 7 | <Resolutions> 1.Announcement of reporting of the conclusion of the merger between Doosan, Doosan Mottrol Holdings, and Doosan Mottrol at the general shareholders meeting 2.Appointment of executives <Reports> 1. New system of compensation for directors according to the Grade system |
2010-07-02 | 6 | 6 |
| 8 | <Resolutions> 1.Halt of the apparel business and signing of the transaction agreement with Polo Ralph Lauren 2.Payment of the quarterly cash dividend 3.Renewal of Treasury Stock Special Money in Trust agreement <Reports> 1.2010 1H business performance 2.Status of 2010 1H CP(program for self-regulated fair trade practice) operation |
2010-07-23 | 6 | 7 |
| 9 | <Resolutions> 1. Establishment of DoosanMottrol BG's Changwon Plant |
2010-09-28 | 4 | 6 |
| 10 | <Resolutions> 1. Renewal of Treasury Stock Special Money in Trust agreement 2. The 280th issuance of Doosan corporate bonds <Reports> 1. 2010 3Q business performance |
2010-10-28 | 4 | 6 |
| 11 | <Resolutions> 1. Appointment of executives 2. Appointment of head office manager 3. New Signing of treasury stock special money in trust agreement 4. Purchase of pasture site in Anmyeondo |
2010-11-23 | 6 | 4 |
| 12 | <Resolutions> 1. Establishment of a branch for construction equipment lease and construction business in Saudi Arabia 2. Renewal of treasury stock special money in trust agreement |
2010-12-16 | 6 | 7 |
| 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 | |
| Staff member in charge of board meeting : Yongsei Yoon, Manager of Legal Department, Doosan Corporation(02-3398-1102) |
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