Management/Board of Directors

Inside director

CEO / Chairman of board of directors

Lee Yong-bae

Appointed in: 2023.03

Term: 3 years

Tenure: 3 years

Recommender: Board of Directors

Major career: (Former) CEO of Hyundai Motor Securities

Head of Finance Division

Kim Doo-hong

Appointed in: 2022.03

Term: 3 years

Recommender: Board of Directors

Major career: (Former) Head of Finance Division at Hyundai Dymos

Head of Railroad Business Division

Kim Jeong-hoon

Appointed in: 2024.03

Term: 3 years

Recommender: Board of Directors

Major career: (Former) Head of Overseas Business Division at Hyundai Rotem

Outside director

Member of Audit Committee

Yeo Hyung-koo

Appointed in: 2022.03

Term: 3 years

Recommender: Outside Director Candidate Recommendation

Major career

(Current) Advisor at Kim & Chang Law Firm

(Former) Vice Chairman and Secretary General of the PyeongChang Olympic Organizing Committee

Chairman of Audit Committee

Jun Sang-gyung

Appointed in: 2022.03

Term: 3 years

Recommender: Outside Director Candidate Recommendation

Major career

(Current) Professor in the Department of Finance Management at Hanyang University

(Former) Chairman of the Korean Financial Management Association

Member of Transparent Management Committee

Yoon Ji-won

Appointed in: 2022.03

Term: 3 years

Recommender: Outside Director Candidate Recommendation

Major career

(Current) Professor in the Department of National Security at Sangmyung University

(Former) Professor in the Department of Diplomacy and National Security at Pyeongtaek University

Member of Audit Committee

Kwag Se-boong

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)

Board Competency Chart (Qualification)


Classification	Inside director			Outside director
Classification	Lee Yong-bae	Kim Doo-hong	Kim Jung-hoon	Yeo Hyeong-goo	Jeon Sang-kyung	Yoon Ji-won	Kwag Se-boong
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 2023


Session	Meeting date	Agenda information	Passed or not in voting	Notes
1	2023.01.30	Approval of settlement for the 24th Financial Statements	Approval	-
		Approval of the 24th Business Report	Approval
		Approval of annual business and investment plan for 2023	Approval
		Approval of transaction limit with major shareholder	Approval
		Approval of transaction limit with the company and its directors	Approval
		Approval of relocation of Egypt's railway branch office	Approval
		Approval of safety, health and environment plan for 2023	Approval
		Report for the Internal Accounting Management System operation status	Reported
		Report for the establishment of a new Polish subsidiary	Reported
2	2023.02.22	Approval of agenda for the 24rd Annual General Meeting of Shareholders	Approval	-
		Approval of change of representative of railway project in Poland	Approval
		Approval of appointment and delegation of authority of AMO, RAR, and RA to Philippine branches	Approval
		Report for the Internal Accounting Management System operation assessment	Reported
3	2023.03.20	Appointment of CEO	Approval	-
3	2023.03.20	Appointment of member of Transparent Management Committee	Approval	-
4	2023.04.27	Approval of the Polish K2 tank (K2PL) consortium agreement and delegation of authority	Approval	-
		Appointment of president for Hong-Kong branch	Approval
		Report for the 1Q 25th Financial Results	Reported
		Report for safety, health and environment results	Reported
5	2023.06.21	Approval of Australia's modern anti-slavery Act	Approval	-
		Approval of the signatory authority of the Philippine branch bank and delegation of authority	Approval
		Report for the fair trade compliance results and planning	Reported
		Report for safety, health and environment results	Reported
6	2023.07.26	Approval of publication of sustainability report	Approval	-
		Approval of increase transaction limit with major shareholder	Approval
		Approval of relocation of Taiwan branch office	Approval
		Report for the 2Q 25th Financial Results	Reported
		Report for safety, health and environment results	Reported
		Report on the establishment of subsidiaries	Reported
7	2023.09.27	Approval of establishment of Abu Dhabi branch in UAE	Reported	-
8	2023.10.26	Approval of increase transaction limit with major shareholder	Approval	-
		Approval of the closure of the Office in Thailand	Approval
		Approval of mid- to long-term carbon neutrality promotion strategy in 2050	Approval
		Report for the 3Q 25th Financial Results	Reported
		Report for safety, health and environment results	Reported

Status of committees established within the board of directors


Committee name	Members		Major functions	Notes
Committee name	Executive	Independent	Major functions	Notes
Audit Committee	-	Jeon Sang-kyung, Yeo Hyeong-goo, Kwag Se-boong	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.	-
Transparency Management Committee	-	Yeo Hyeong-goo, Yoon Ji-won, Kwag Se-boong	Approves internal transactions between subsidiaries Fair Trade Self-Compliance Program Implementation Inspection, etc.	-
Remuneration Committee	Lee Yong-bae	Yeo Hyeong-goo, Jeon Sang-kyung	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.	-
Outside Director Candidate Recommendation Committee	Lee Yong-bae	Jeon Sang-kyung, Yeo Hyeong-goo	Outside director candidate recommendation and qualification review, etc.	-

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	25th
Audit opinion	Clean
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