Hyunbeom Cho
- • Chairman & CEO of Hankook & Company
- • Chairman of Hankook Tire & Technology
- • Member of the Sustainability Management Committee
- • Member of the Outside Director Candidate Recommendation Committee
- • Member of the ESG Committee
Governance
Hankook Tire & Technology practices a transparent and stable management policy.
Philosophy
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Strict Ethical Management
We review ethical risks, suggest directions for ethical decisions, and further reinforce the operational system designed to report unethical behaviors, as part of our continuous efforts to internalize ethical management.
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Transparent Governance
We have established an advanced corporate governance with a focus on the BOD to protect the rights of shareholders and improve transparency and expertise in the corporate management, thereby putting the highest priority on the interests of the company and various stakeholders and ensuring a transparent decision-making process.
Board of Directors
Executive Director
Sooil Lee
- • CEO of Hankook Tire & Technology
- • Chairperson of the Board
- • Chairperson of the Sustainability Management Committee
- • Member of the Outside Director Candidate Recommendation Committee
- • Member of the ESG Committee
Jongho Park
- • CEO of Hankook Tire & Technology’s Management Support Division
- • Member of the Sustainability Management Committee
- • Member of the Outside Director Candidate Recommendation Committee
- • Member of the ESG Committee
Independent Director
Jonggap Kim
- March 30, 2021 Appointed
- Chairperson of the Audit Committee
- Member of the Internal Transaction Committee
- Member of the Outside Director Candidate Recommendation Committee
- Member of the ESG Committee
- Bachelor of the Business Administration, Yonsei University
- Master’s Degree from Duke University
- Former branch representative at Deutsche Bank Seoul
Hyunmyung Pyo
- Appointed March 30, 2021
- Chairperson of the Internal Transaction Committee
- Chairperson of the Outside Director Candidate Recommendation Committee
- Member of the Audit Committee
- Member of the ESG Committee
- Bachelor of Electrical Engineering, Korea University
- Master's and Doctorate, Graduate School of Communication Engineering, Korea University
- President of KT
- CEO and President of Lotte Rental
- Outside Director of JB Financial Group
- Current Outside Director of KT
Mira Lee
- Appointed March 30, 2021
- Chairperson of the ESG Committee
- Member of the Audit Committee
- Member of the Internal Transaction Committee
- Member of the Outside Director Candidate Recommendation Committee
- Bachelor of Political Science and International Relations, Ewha Womans University
- Master of Business Administration, Cambridge University
- Chief Operating Officer (COO)/Managing Director of Macquarie Group Korea
- Current Head of HR at General Electric (GE) Korea
Youngjae Kang
- Appointed March 30, 2021
- Member of the Audit Committee
- Member of the Internal Transaction Committee
- Member of the Outside Director Candidate Recommendation Committee
- Member of the ESG Committee
- Master of Economics, Seoul National University
- Doctor of Economics, Princeton University
- Research Fellow, Legal Economics Team, Korea Development Institute
- CEO of HiteJinro
- Current CEO, Investment Division, ENSL Partners
Board of Directors and Sub-committees
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Board of Directors
Hankook Tire & Technology’s BOD has been created to deliberate and provide advice on important corporate issues, matters regulated under the laws and the articles of incorporation, details entrusted by the periodical BOD, basic policies for corporate operation, and essential matters pertaining to management support. In addition, the BOD is entitled to supervise the directors' performance of their duties and complies with the domestic Commercial Act, which requires a company worth 2 trillion KRW or more to have a BOD with 50% of its members composed of outside directors. Hankook Tire & Technology's BOD consists of 3 inside directors and 4 outside directors, and is chaired by the CEO of Hankook Tire & Technology. The BOD is the company's highest standing decision-making body and carries the authority to decide on the key matters of the company, such as the conclusion of important contracts and the formulation and approval of the company's business plans.
Directors that form the BOD of Hankook Tire & Technology are appointed at the general meeting of shareholders in accordance with Article 382 of the Commercial Act in Korea, and they face no discrimination based on their gender, race, or origin. Candidates for directors to be appointed at the general meeting of shareholders are selected by the BOD and the Outside Director Candidate Recommendation Committee, and they are finalized under the agenda to be submitted to the general meeting of shareholders. If a shareholder makes a proposal pursuant to pertinent laws and regulations regarding the appointment of the directors, the BOD submits such proposal as an agenda to the general meeting of shareholders within the legal domain.
Hankook Tire & Technology's BOD operates 4 committees: the Audit Committee, the Outside Director Candidate Recommendation Committee, the Sustainability Management Committee, and the Internal Transaction Committee. Hankook Tire & Technology's articles of incorporation allow the BOD to create separate committees if deemed necessary.
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Audit Committee
Hankook Tire & Technology's Audit Committee consists of 4 members, all of whom are outside directors.
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Jonggap Kim (Appointed March 30, 2021)
- • Chairperson of the Audit Committee
- • Member of the Insider Trading Committee
- Member of the Outside Director Candidate Recommendation Committee
- Bachelor of Business Administration, Yonsei University
- Master’s Degree from Duke University
- 2006 – 2019: Former branch representative at Deutsche Bank Seoul
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Hyunmyung Pyo (Appointed March 30, 2021)
- • Chairperson of the Internal Transaction Committee
- • Chairperson of the Outside Director Candidate Recommendation Committee Audit Committee members
- Bachelor of Electrical Engineering, Korea University
- Master's and Doctorate, Graduate School of Communication Engineering, Korea University
- 2010–2014: President of KT
- 2015–2018: CEO and President of Lotte Rental
- 2019–2020: Outside Director of JB Financial Group
- 2020–Current: Current Outside Director of KT
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Mira Lee (Appointed March 30, 2021)
- • Member of the Internal Transaction Committee
- • Member of the Outside Director Candidate Recommendation Committee
- Bachelor of Political Science and International Relations, Ewha Womans University
- Master of Business Administration, Cambridge University
- 2008–2015: Chief Operating Officer (COO)/Managing Director of Macquarie Group Korea
- 2015–Current: Current Head of HR at General Electric (GE) Korea
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Youngjae Kang (Appointed March 30, 2021)
- • Member of the Internal Transaction Committee
- • Member of the Outside Director Candidate Recommendation Committee
- Master of Economics, Seoul National University
- Doctor of Economics, Princeton University
- 2012–2013: CEO of HiteJinro
- 2021–Current: CEO, Investment Division, ENSL Partners
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External Director Candidate Nomination Committee
As a corporation with the total asset that exceeds KRW 2 trillion, Hankook Tire & Technology is required to have the Outside Director Candidate Recommendation Committee to recommend the outside director candidates under Article 542-8 (4) of the Commercial Act. The Outside Director Candidate Recommendation Committee of Hankook Tire & Technology consists of Hyunbum Cho, Sooil Lee, Jongho Park, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee, of which, Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee are outside directors.
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Sustainability Committee
As a result of our active business activities unfolded to respond to the global competition which has recently grown more fierce, the number of BOD meetings, which is the highest decision-making body, and the number of affairs dealt with have increased significantly. Hankook Tire & Technology runs the Sustainability Management Committee within the BOD to reduce the number of BOD meetings convened and associated procedures, and improve the business expertise and efficiency by making rapid decisions.
Due to the activities of the Sustainability Management Committee, the periodic board meetings have been specialized as a discussion body for core agendas, and the BOD activities are systematically improved to further reinforce responsible management. Hankook Tire & Technology's Sustainability Management Committee is chaired by the CEO, consisting of inside directors. -
Internal Transaction Committee
The Internal Transaction Committee is a “committee within the BOD” established to supervise internal transactions and improve transparency in the corporate management by establishing a voluntary compliance system for fair trade. Article 393-2 of the Commercial Act, Article 43 of the Articles of Incorporation, and Article 11 (1) of the Board of Directors Operational Regulations requires the company to establish and operate the Internal Transaction Committee with the authority to approve large-scale internal transactions assigned from the BOD.
In accordance with the Monopoly Regulation and Fair Trade Act, the Committee monitors and supervises unfair transactions through the preliminary review and the approval of transactions with affiliates and affiliated persons. The Internal Transaction Committee of Hankook Tire & Technology is composed of outside directors Hyunmyung Pyo, Jonggap Kim, Youngjae Kang, and Mira Lee as outside directors. -
ESG Committee
Our ESG Committee is a board committee designed to advise, deliberate, and decide on the most appropriate environmental, social, and governance-related directions so as to emphatically reinforce the sustainable development based on its economic, social, and environmental responsibilities as an enterprise.
Hankook Tire & Technology’s ESG Committee was created by the resolutions implemented by the Board of Directors. The committee consists of at least three directors and its majority must be made up of outside directors. The chairperson is commissioned among its members by the resolutions, and the committee members are appointed or dismissed by the resolutions decided on by the board of directors.
An outside director Lee Mi-ra was appointed as the chairperson of the ESG committee, which entirely consists of inside and outside directors, among which four of them are Pyo Hyun-myung, Kim Jong-gap, Kang Young-jae, and Lee Mi-ra.
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Differences from the KCGS Codes for ESG Practices
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Activities of the BOD and committees within the KCGS Codes for ESG Practices
3) Outside Director Candidate Recommendation Committee: Current status of the Independent Director Candidate Recommendation Committee in 2021 Date Bills Approval status Members Voting result 21. 2. 25. - Recommendation of candidates for an outside director
Approved Inside
directorsSooil Lee Agreed Hyunbeom Cho Agreed Jongho Park Not applicable Outside
directorsChoonghwan Cho Agreed Seongpil Hong Agreed Changhwa Jung Agreed Hyunmyong Pyo Not applicable Jonggap Kim Not applicable Youngjae Kang Not applicable Mira Lee Not applicable 21. 4. 1. -
Appointment of the chairperson of the Outside Director Candidate
Recommendation Committee
Approved Inside
directorsSooil Lee Agreed Hyunbeom Cho Agreed Jongho Park Agreed Outside
directorsChoonghwan Cho Not applicable Seongpil Hong Not applicable Changhwa Jung Not applicable Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Mira Lee Agreed 4) Internal Transaction Committee: Status of the Internal Transaction Committee held in 2021 Date Bills Approval status Members Voting result 21. 3. 12. -
Preliminary approval and public disclosure of large-scale internal transactions in Q2, 2021
Implementation of the TNA equity financing via share issuance
Approved Choonghwan Cho Agreed Seongpil Hong Agreed Changhwa Jung Agreed 21. 4. 1. - Appointment of the Chairperson of the Internal Transactions Committee (Outside Director Hyunmyong Pyo)
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 4. 22. - Incorporation and investment in the I&B Corporation
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 6. 16. - Preliminary Approved and public disclosure of large-scale internal transactions in Q3, 2021
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 7. 30. - Public announcement of the modification to large-scale internal transactions in Q2, 2021
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 9. 17. - Preliminary approval and public disclosure of large-scale internal transactions in Q4, 2021
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 11. 30. - Approval of the conclusion of the equity transfer (SPA) between affiliates
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 12. 27. - Renewal of the brand royalty contract
- Preliminary approved and public disclosure of large-scale internal transactions in Q1, 22
Approved Hyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 5) ESG Committee: Status of the ESG Committee held in 2021 Date Bills Approval status Members Voting result 21. 7. 30. - Appointment of the Chairperson of the ESG Committee
Approved Inside
directorsSooil Lee Agreed Hyunbeom Cho Agreed Jongho Park Agreed Outside
DirectorHyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 10. 28. - Report on the status of ESG activities
Report Inside
directorsSooil Lee Agreed Hyunbeom Cho Agreed Jongho Park Agreed Outside
DirectorHyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed 21. 10. 28. - Report on the status of the corporate governance
Report Inside
directorsSooil Lee Agreed Hyunbeom Cho Agreed Jongho Park Agreed Outside
DirectorHyunmyong Pyo Agreed Jonggap Kim Agreed Youngjae Kang Agreed Mira Lee Agreed -
Code of Ethics and the Articles of the Incorporation/Annexed Articles of Incorporation