Corporate Governance

Organizational Structure of the BOD

As of March 2017, Coway’s Board of Directors (BOD) is composed of 8 directors: 2 internal directors, 4 non-executive directors, and 2 external directors. There is one subcommittee—the Management Committee—under the BOD. Board members are elected among directors who have expertise in each area at a general meeting of stockholders in accordance with relevant regulations.

Board composition (As of May 2017)
Classification Name Position Tenure
Chairman Hae-Sun Lee CEO, Coway (Current) 7 months
Internal Director Jong-Ha James Yoon Partner, MBK Partners (Current) 4 years and 7 months
Non-Standing Director Jay H. Bu Partner, MBK Partners (Current) 4 years and 7 months
Non-Standing Director Kwang Il Kim Partner, MBK Partners (Current) 8 months
Non-Standing Director Tae Hyun Park Partner, MBK Partners (Current) 4 years and 7 months
Non-Standing Director Yon Sog Choi Director, MBK Partners (Current) 1 years and 2 months
Independent Director Joongseek Lee Associate Professor, Graduate School of Convergence Science and Technology, Seoul National University (Current) 2 years and 8 months
Independent Director Joonho Lee Head of Korea, L.E.K. Consulting (Current) 4 years and 7 months

Operation of the BOD in 2016

The Board of Directors decides on matters prescribed by laws and regulations or the articles of association, matters delegated by the general meeting of shareholders, and important matters related to the company's basic management policies and business management. It then supervises directors on the execution of their managerial duties. Regular meetings of directors are held quarterly in principle, and special meetings may be held when necessary. The Board's resolutions shall be made with a majority of directors in attendance and a majority vote of the attending directors. The voting right of any director with special interest in the agenda shall be limited. In 2016, ten meetings of directors were held, in which decisions were made on 37 major agendas including the annual business plan and budget, branch establishment, and appointment of Chairman of the Board.

Major Agenedas
  • Establish annual business plan and budget for 2016
  • Compliance support person re-election
  • Report on progress of ice water purifier issue
  • Appointment of CEO
  • Appointment of new board of directors and chairman of general shareholders' meeting

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Evaluation and Compensation

Every year, directors are evaluated in areas including expertise in business and technology and activities within the BOD.Later, the results are discussed at the BOD meeting. Compensation for Board activity is calculated based on the standards for short-term performance-based pay reflecting annual KPI, which is reported through a business report after adjustment by the CEO and resolution in the general meeting of shareholders.

No. of persons Total compensation to BOD
(Unit: 1,000 KRW)
Average compensation per person
(Unit: 1,000 KRW)
Registered directors 1) 2 2,850,172 1,425,086
Independent directors 2) 2 56,400 28,200
Auditor 1 368,495 368,495
  • 1) Excludes external directors and members of the Audit Committee. On October 31, 2016, CEO Dong-hyeon Kim resigned and
    Hae-Sun Lee was newly appointed. Accordingly, compensation for the outgoing CEO is included.
  • 2) Excludes members of the Audit Committee.

Subcommittee within the BOD

Management Committee

The Management Committee, which operates under the supervision of the CEO, is a decision-making body for handling issues such as small-scale investments for efficient business operation and prompt decision-making. It consists of three members, including the CEO and those who are appointed by the Board of Directors (one standing and two non-standing directors). In 2016, approximately 27 agendas on management, compensation, finance, and investment were approved, including important business strategies such as the undertaking of new projects, development and launch of new products or services, technical introduction or transfer, salary increase including bonus payments, and important changes in working conditions.

Name of Committee Composition Members
Management Committee One standing director,
Two non-standing directors
Hae-Sun Lee, Jay H. Bu, Tae Hyun Park

Major Decision-Making Process

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Independence of the BOD

Transparency of Director Appointment Process

Although Coway does not operate a separate nominating committee for independent directors, directors are appointed by the BOD’s recommendation and resolution of the general meeting of shareholders to secure fairness and independence. If a director candidate is decided prior to notification of the next meeting of shareholders, then the shareholders are notified with the candidate’s information, such as name and profile.

Independence of the Audit Committee

Although Coway does not operate a separate Audit Committee, one auditor appointed by the resolution of the general meeting of shareholders carries out audit work. The auditor can attend board meetings and supervise directors’ performance of duties independently. When necessary, the auditor may request a department to submit relevant books and documents, ask the company to report on business-related matters, and access business information through appropriate means.

BOD Industry Experience

Coway appoints those with a wealth of expertise or experience in areas such as business management, economy, law, and related technologies as independent directors. A support organization within the company provides support so that external directors can carry out professional duties in the BOD. Reference materials are provided prior to meetings of directors so that each director can fully review the agendas beforehand. When necessary, a separate presentation may be given, and additional information on other major issues of the company is also provided.

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