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Investors > Governance > Board of Directors

Composition and Functions of the Board of Directors

1. Board of Directors

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

(Chairman : Yongmaan Park / Total Number of Directors : 11)

Voting typeNamePosition
(Part/ Full-time status)
Date of appointmentTenureStatus of insured
Internal Director Yongmaan Park Representative Director(Full-time) 2010-03-26 3 years Insured
YS Park Director(Part-time) 2012-03-30 3 years Insured
Y.H.Park Director(Full-time) 2012-03-30 3 years Insured
Jeong won Park Director(Part-time) 2012-03-30 3 years Insured
J.K.Lee Representative Director(Full-time) 2012-03-30 3 years Insured
Outside Director Nam Ic-hyun Director(Part-time) 2012-03-30 3 years Insured
Seo Dae-won Director(Part-time) 2012-03-30 3 years Insured
Shin Dong-gyu Director(Part-time) 2012-03-30 3 years Insured
Shin Hi-taek Director(Part-time) 2012-03-30 3 years Insured
Oh Dae-shik Director(Part-time) 2010-04-01 3 years Insured
Yu Hyun Director(Part-time) 2012-03-30 3 years Insured

2. 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.

3. 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.

4. BOD Meetings

No.AgendaDateNo. of directors attending
Internal DirectorOutside Director
1
1. Approval on the financial statements and business report of the 75th period
2. Decision on the exercising method of stock options in 2012
3. Revision of the HR management regulations of executive officers

1. Report on business results in 2011 and 2012 business plan
2012-02-16 7 7
2
1. Convening of the 74th period regular general shareholders' meeting and approval of the meeting's purpose
2. Cancellation of the awarding of stock options
3. Approval on transactions with affiliated companies

1. Report on the operating status of the internal accounting management system
2. Evaluation report on the operating status of the internal accounting management system and audit report
2012-03-06 7 6
3
1. Election of board chairman and the person having a board meeting convocation right
2. Election of representative director
3. Approval of director’s additional job
4. Election of executives
5. Revision of various regulations
6. Election of committee members within the board
7. Election of law compliance supporters
2012-03-30 5 5
No.AgendaDateNo. of directors attending
Internal DirectorOutside Director
1 <Decided items>
1. Approval on the financial statements and business report of the 74th period
2. Decision on the exercising method of stock options
3. Establishment of Tokyo Branch of Electronics BG Japan
<Reported items>
1. Report on business results in 2010
2. Report on operating results of the program to autonomously comply with fair transactions
2011-01-28 6 5
2 <Decided items>
1. Convening of the 74th period regular general shareholders' meeting and approval of the meeting's purpose
2. Establishment of a subsidiary abroad
3. New contract for a specified money trust of treasury stocks
4. Approval on transactions with affiliated companies
<Reported items>
1. Report on business plan from 2011
2. Report on tax review related to the establishment of the Tokyo Branch of Electronics BG Japan
3. Report on the operating status of the internal accounting management system
4. Evaluation report on the operating status of the internal accounting management system and audit report
2011-03-02 5 5
3 <Decided items>
1. Revision of various regulations
2. Establishment of Performance Unit operating regulations
3. Awarding of stock options
4. Approval of transactions with affiliated companies
2011-03-25 5 7
4 <Decided items>
1. Acquisition of China's Huawei and investment
2. Establishment of a subsidiary abroad (Mottrol BG)
3. Approval of transactions with affiliated companies
4. Contracts between shareholders related to capital increase of Doosan Capital
5. New contract for the specified money trust agreement of treasury stocks and extension of the agreement
2011-4-28 7 6
5 <Decided items>
1. Issuance of Doosan's 281st corporate bonds
2. Approval of transactions with affiliated companies
<Reported items>
1. Report on business results from Q1 of 2011
2011-5-24 7 7
6 <Decided items>
1. New contract for the specified money trust agreement of treasury stocks
2. Approval of transactions with affiliated companies
2011-6-23 6 7
7 <Decided items>
1. Extension of the specified money trust agreement of treasury stocks
2. Setting of shareholder confirmation date and closing of stockholders' list
3. Establishment of an information and communications subsidiary in China
4. Appointment of executives
<Reported items>
1. Report on business results from Q1 of 2011
2011-8-25 6 7
8 <Decided items>
1. Issuance of the 282nd corporate bonds
2. Distribution of quarterly cash dividend
3. New acquisition of treasury stocks for retirement of stocks
<Reported items>
1. Report on business results from Q3 of 2011 (tentative)
2011-10-27 5 6
9 <Decided items>
1. Establishment of a subsidiary abroad
<Reported items>
1. Report on the business results from Q3 of 2011
2011-11-23 4 6
10 <Decided items>
1. Signing of an annex agreement for use of Doosan trademark rights
<Reported items>
1. Change of subsidiary's stock valuation accounting policy
2011-12-21 7 7
No.AgendaDateNo. of directors attending
Internal DirectorOutside 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
No.AgendaDateNo. of directors attending
Internal DirectorOutside Director
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
No.AgendaDateNo. of directors attending
Internal DirectorOutside 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

5.Installation of Committee under Board of Directors

Name of CommitteeCompositionFunctionRemark
Internal DirectorOutside 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

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