Management/Board of Directors
Composition of Management and Board of Directors
Inside director
- Appointed in
- 2023.03
- Term
- 3 years
- Tenure
- 3 years
- Recommender
- Board of Directors
- Major career
- (Former) CEO of Hyundai Motor Securities
- Appointed in
- 2025.03
- Term
- 3 years
- Recommender
- Board of Directors
- Major career
- (Former) Head of Finance Division at Hyundai Dymos
- Appointed in
- 2024.03
- Term
- 3 years
- Recommender
- Board of Directors
- Major career
- (Former) Head of Overseas Business Division at Hyundai Rotem
Outside director
- Appointed in
- 2025.03
- Term
- 3 years
- Recommender
- Outside Director Candidate Recommendation
- Major career
-
(Present) Professor in the Department of National Security at Sangmyung University
(Former) Professor in the Department of Diplomacy and National Security at Pyeongtaek University
- Appointed in
- 2023.03
- Term
- 3 years
- Recommender
- Outside Director Candidate Recommendation
- Major career
-
(Current) Advisor at Kim & Chang Law Firm
(Former) Commissioner, Korea Fair Trade Commission (KFTC)
- Appointed in
- 2025.03
- Term
- 3 years
- Recommender
- Outside Director Candidate Recommendation
- Major career
-
(Present) Professor (Professional Experienced Faculty), Railway Logistics College, Woosong University
(Former) Chairman, Metropolitan Area Wide Area Transportation Committee, Ministry of Land, Infrastructure and Transport
- Appointed in
- 2025.03
- Term
- 3 years
- Recommender
- Outside Director Candidate Recommendation
- Major career
-
(Present) Attorney at Law, Yulchon LLC.
(Former) Team Leader, General Bank Inspection Bureau, Financial Supervisory Service
Board Competency Chart (Qualification)
| Classification | Inside director | Outside director | |||||
|---|---|---|---|---|---|---|---|
| Lee Yong-bae | Kim Doo-hong | Kim Jung-hoon | Yoon Ji-won | Kwag Se-boong | Paek Seung-Geun | Kim Tae-Yeun | |
| Independence | |||||||
| Legal expert | |||||||
| Finance, Accounting expertise | |||||||
| Technical expertise | |||||||
| Leadership | |||||||
| Risk management | |||||||
| Global business experience | |||||||
| Disqualification criteria for outside directors | |||||||
Status of the Board of Directors in 2024
| Session | Meeting date | Agenda information | Passed or not in voting | Notes |
|---|---|---|---|---|
| 1 | 2024.01.31 |
Approval of the Safety, Health, and Environment Plan |
Approval | - |
|
Approval of the Financial Statements for the 25th Fiscal Year |
Approval | |||
|
Approval of the Business Report for the 25th Fiscal Year |
Approval | |||
|
Approval of the 2024 Business and Investment Plan |
Approval | |||
|
Approval of the Transaction Limit with the Largest Shareholder and Related Parties |
Approval | |||
|
Approval of Transactions Between the Company and Directors, etc. |
Approval | |||
|
Approval of the Establishment of the Chungbuk Branch |
Approval | |||
|
Approval of the Office Relocation of the Australia Branch |
Approval | |||
|
Report on Fair Trade Compliance Program Performance and Plan |
Reported | |||
|
Report on the Operation Status of the Internal Accounting Management System |
Reported | |||
| 2 | 2024.02.21 |
Approval of the 2024 Sustainability Management Plan |
Approval | - |
|
Approval of the Convening and Agenda of the 25th Annual General Meeting of Shareholders |
Approval | |||
|
Report on the Evaluation of the Internal Accounting Management System Operation |
Reported | |||
| 3 | 2024.03.28 |
Report on the Establishment of a Subsidiary |
Reported | - |
| 4 | 2024.04.26 |
Approval of the Modern Slavery Act Statement for Australia and Canada |
Approval | - |
|
Report on the Business Performance for Q1 of the 26th Fiscal Year |
Reported | |||
| 5 | 2024.06.27 |
Approval of the Publication of the Sustainability Report |
Approval | - |
|
Approval of the Issuance Limit for Electronic Short-Term Bonds |
Approval | |||
|
Approval of the Appointment of New Egypt Branch Manager |
Approval | |||
|
Approval of the Appointment of New Taiwan Branch Manager |
Approval | |||
|
Approval of the Change of Representative at Taoyuan Office, Taiwan |
Approval | |||
|
Approval of the Appointment of New Philippines Branch Manager and RAR, RA |
Approval | |||
|
Report on Fair Trade Compliance Program Performance and Plan |
Reported | |||
| 6 | 2024.07.26 |
Report on the Progress of the Safety and Health Plan |
Reported | - |
|
Report on the Business Performance for Q2 of the 26th Fiscal Year |
Reported | |||
| 7 | 2024.10.28 |
Approval of the Appointment of New Australia Branch Manager |
Approval | - |
|
Approval of the Appointment of New Canada Branch Manager |
Approval | |||
|
Approval of the Closure of the Greece Branch |
Approval | |||
|
Report on the Business Performance for Q3 of the 26th Fiscal Yea |
Reported |
Status of committees established within the board of directors
| Committee name | Members | Major functions | Notes | |
|---|---|---|---|---|
| Executive | Independent | |||
| Audit Committee | - | Paek Seung-Geun, Kwag Se-boong, Kim Tae-Yeun |
Performs company accounting and business audits Requests business reports from directors Investigates of the status of company business and property Approval of appointments, dismissal of external auditors, etc. |
Chairman : Kim Tae-Yeun |
| Transparency Management Committee | - | Yoon Ji-won, Kwag Se-boong, Paek Seung-Geun |
Approves internal transactions between subsidiaries Fair Trade Self-Compliance Program Implementation Inspection, etc. |
Chairman : Kwag Se-boong |
| Remuneration Committee | Lee Yong-bae | Paek Seung-Geun, Kim Tae-Yeun |
Deliberates and decides matters related to the remuneration limit and remuneration system for registered directors Enactment, revision and abolition of regulations on remuneration for registered directors, etc. |
Chairman : Paek Seung-Geun |
| Outside Director Candidate Recommendation Committee | Lee Yong-bae | Yoon Ji-won, Kwag Se-boong |
Outside director candidate recommendation and qualification review, etc. |
Chairman : Yoon Ji-won |
Status of the Selection of External Auditors
| Corporate name | KPMG Samjong Accounting Corp |
|---|---|
| Appointment date | 2022. 12 |
| Contract period | Jan. 2023 ~ Dec. 2025 |
Audit Opinion
| Fiscal year | 26th |
|---|---|
| Audit opinion | Unqualified opinion |
| External auditor | KPMG Samjong Accounting Corp |
| Summary of findings, etc. | - |
Differences from Best Practices of Corporate Governance
| Best Practice Recommendations | Introduction details |
|---|---|
| Introduction of employee ethics regulations | Introduced (Employee Code of Ethics and Code of Conduct) |
| Concentrated voting system | Excluded by Articles of Incorporation |
| Introduction of a written voting system | Not introduced |
| Composition of the board of directors | More than half composed of outside directors |
| Composition of the remuneration committee | Introduced (Remuneration Committee) |
| Composition of the recommendation committee | Introduced (Outside Director Recommendation Committee) |
| Composition of the audit committee | Introduced (including 1 financial expert) |
| Introduction of regulations on the operation and role of the board of directors and its committees | Introduced |
| Coverage under liability insurance for damages caused by directors | Signed up at company expense |
| Disclosure of board and committee activities | Disclosure of voting results (Yes/No) and cons on activity details and agenda |
| Disclosure of governance evaluation grade | Published on the website |
| Explanations for differences from corporate governance best practices | Published on the website |
| Independence of external auditors | Report directly to the Audit Committee on important issues |
Evaluation of the Board of Directors
Hyundai Rotem conducts an internal evaluation of the board of directors every year to check whether it functions effectively, and thereby promotes continuous improvement in the work performance and efficiency of the board of directors and endeavors to improve corporate management performance.
All board members participate in the evaluation, conducted through a questionnaire, and the evaluation items are based on the following four categories:
1) Board roles and responsibilities
2) Board structure
3) Board of directors
4) Committees within the board of directors