Coway’s Board of Directors consists of 7 directors: 1 Executive Director, 2 Non-Executive Directors and 4 Independent Directors. There are 3 sub-committees under the board including Management Committee, Audit Committee and Independent Director Nomination Committee. Our directors are appointed through the general meeting of shareholders based on their expertise in the field under the applicable rules and regulations.
Position | Name | Experience | Tenure |
---|---|---|---|
CEO | Hae-Sun Lee |
Current Present CEO of Coway Former President of CJ CheilJedang |
Oct. 2016~ Oct. 2019 |
Non-Executive Director | Jay H. Bu |
Current Present Partner, MBK Partners Current Non-Executive Director of the Doosan Mahine Tools Current Non-Executive Director of the D’LIVE Co., Ltd. Former Director and Head of the Telecom & Media Practice, Carlyle Asia |
Nov. 2012~ Mar.2019 |
Non-Executive Director | Tae-Hyun Park |
Current Present Partner, MBK Partners Current Non-Executive Director of the Home plus Co., Ltd. Current Non-Executive Director of the Daesung Industrial Gas Co., Ltd. Former Attorney, Kim & Chang |
Nov. 2012~ Mar.2019 |
Independent Director | Joong-Seek Lee |
Current Present Associate Professor, Graduate School of Convergence Science and Technology Seoul National University Former Chief Creative Officer of the Samsung OpenTide Former IoT Technical Advisory Professor of the Samsung Electronics |
Sep. 2014~ Mar.2019 |
Independent Director | Joon-Ho Lee |
Current Present Head of Korea, L.E.K. Consulting Former Head of Korea, Monitor Group Consultant, Monitor Group |
Nov. 2012~ Mar.2019 |
Independent Director | In-Bum Choi |
Current Present CEO, Mahindra Korea Former Senior Advisor, GE Korea Former Senior Advisor, GM Korea |
Mar. 2018~ Mar.2019 |
Independent Director | Ki-Seok Yu |
Current Present Vice President, Hyundai Accounting Corporation Former Vice President, Samjong KPMG Accounting Corporation Former Public enterprise management evaluation committee |
Mar. 2018~ Mar.2019 |
The Board of Directors oversees the performance of important duties and responsibilities of our directors by resolving matters stipulated in the laws and ordinances, the articles of incorporation, matters delegated by the general meeting of shareholders, general policies on business management. The Board of Directors Meeting is held on a quarterly basis while additional meetings are held whenever required. The resolutions of the Board of Directors are based on the majority of the directors present and directors with special interests in the agenda are not allowed to exercise their voting rights. In 2017, a total of eight board meetings were held covering 32 key issues including annual business plans, budgets, quarterly dividend, and stock options.
Independence of BoD
We appoint directors based on recommendations from board and resolutions made by the general meeting of shareholders and no separate nomination committee is established.
We notify and announce the names and information about the candidates if they are selected prior to the general meeting of shareholders
Independence of Audit Committee
We established the Audit Committee through the general meeting of shareholders held in March 2018 in accordance with the large corporation system applied as of the end of 2017.
The Audit Committee consists of independent directors including accounting and financial professionals elected by a resolution of the general meeting of shareholders.
The submission of relevant documents and records may be required if necessary.
Expertise and Diversity of BoD
We are committed to implementing the diversity and expertise of its governance
Our independent directors are selected based on their expertise and experience in the fields of business management, economics, law and technology.
Our internal organization assists independent directors to perform their duties as members of the Board of Directors.
We keep board members informed of agenda prior to the board meetings and hold a briefing session if necessary.
Board efficiency
Board Meeting Attendance
Article 39 (Composition of the Board of Directors and Meeting)
②The Board of Directors Meeting shall be summoned through notification in writing or electronic format, or verbal messages sent by CEO or any designated director at least 3 days prior to the meeting date. However, the summoning procedure may be skipped if agreed unanimously by the directors.
Board Mandates
Independent Directors: The Commercial Act applies to the appointment of outside directors in terms of subsidiary duty.
Board Performance Review
Article 43 (Compensation & Retirement Pay)
①The limits on the compensation for directors shall be determined by the resolutions made at the General Meeting of Shareholders.
②The retirement pay for directors shall be determined by the Retirement Pay Policy for Executive Officers.
Board Election Process
Article 32 (Appointment of Directors)
①Directors shall be appointed at the General Meeting of Shareholders.
Article 32-2 (Nomination of Independent Directors)
①The Independent Director Nomination Committee shall nominate qualified persons for as Independent directors pursuant to the Commercial Act and other applicable laws and regulations.
②Matters related to nomination and review of qualifications shall be determined at the Independent Director Nomination Committee Meeting.
Annual business plans and budgets for 2017
Report on the auditor's compliance with internal accounting rules
Stock options to executive officers
Dividend for Q1-Q3 of 2017
Review of risk hedging for currency fluctuations
Report of major achievements in sustainability management in 2016-2017
We have established committees within the Board of Directors (BoD) to increase the efficiency of business management. In particular, the Audit Committee and the Independent Director Nomination Committee were organized in order to enhance our accounting practice and nominate candidates for independent directors in 2018. They are expected to further protect the rights and benefits of our shareholders and ensure transparency in our business practice.
Committee | Composition | Directors |
---|---|---|
Management Committee | 1 Executive Director, 2 Non-Executive Directors | Hae-Sun Lee, Jay H. Bu, Tae-Hyun Park |
Audit Committee | 3 Independent Directors | Ki-Seok Yu, Joong-Seek Lee, Joon-Ho Lee |
Independent Director Nomination Committee | 2 Independent Directors, 2 Non-Executive Directors | Joong-Seek Lee, Joon-Ho Lee, Tae-Hyun Park |
As a decision-making body on small-scale investment and other matters organized by the CEO, the Management Committee is composed of 3 directors (1 Executive Director and 2 Non-executive Directors) including the CEO for efficient operation and prompt decision-making. In 2017, there were 35 resolutions made on reorganization, advertising budget execution, incentives for employees and executive officers, HR system revision (evaluation/promotion, job group), and financing a subsidiary in Thailand.
On an annual basis, we evaluate and discuss our directors' expertise in business and technology and participation in the board activities at the meeting. Remuneration for the board activities of is determined based on the KPI and short-term performance incentive standards. The total amount of remuneration1) paid in 2017 was KRW 845,645,000 with KRW 211,411,000 per person in average.
Category | No. of Persons | Total Remuneration (Unit: KRW 1,000) |
Remuneration per Person (Unit KRW 1,000) |
---|---|---|---|
Registered Director | 1 | 470,510 | 470,510 |
Independent Director | 2 | 56,400 | 28,200 |
Auditor | 1 | 318,735 | 318,735 |