Management Centered on the BOD
Shareholders of Coway have entrusted the highest decision-making authority to the board of directors (“BOD”) as prescribed by laws and the Articles of Incorporation. With the authority entrusted in it, Coway’s BOD is establishing reasonable and sound corporate governance through checks and balances. The BOD performs various roles such as: coordinating interests with stakeholders; managing investments and internal transactions; reviewing the appropriateness of directors’ remuneration limits and transparent compensation standards; managing overall corporate risks; and so forth — thereby improving the transparency and efficiency of corporate management.
Composition of the BOD
| Category | Name | Gender | Position | Professional experience | Date of first appointment |
|---|---|---|---|---|---|
| Executive director | Jun-Hyuk Bang | Male | Chairperson of BOD |
2020 ~ Current Chairperson of BOD, Coway 2014 ~ Current Chairperson of BOD, Netmarble 2011 ~ 2014 Executive Advisor, Game Business Division, CJ E&M |
Feb. 7, 2020 (1 reappointment) |
| Jang-Won Seo | Male |
CEO Member of ESG Committee |
2021 ~ Current CEO, Coway 2020 ~ 2021 Head of Corporate Management Division, Coway, CFO 2020 ~ 2020 Head of Coway TF, Netmarble 2019 ~ 2019 Officer in Investment Strategy and Communication, Netmarble 2015 ~ 2018 Officer in Management Strategy, Netmarble 2001 ~ 2015 Senior U.S. Attorney, Sejong Law Firm | Shin & Kim L.L.C. |
Feb. 7, 2020 (1 reappointment) |
|
| Sun-Tae Kim | Male |
CFO |
2021 ~ Current Head of Corporate Management Division, Coway, CFO / Non-executive director, Coway Entec / Representative Director of BEREX Tech Co., Ltd. 2016 ~ 2021 Director of Business Management, Coway 2013 ~ 2015 Head of Budget Management Team, Business Planning Team, Coway |
Mar. 29, 2023 | |
| Independent director | Jin-Bae Kim | Male |
Chairperson of Audit Committee Chairperson of ESG Committee Member of Independent Director Candidate Recommendation Committee |
2001 ~ Current Professor in Business Administration, Korea University 1997 ~ 2001 Assistant Professor, Boston University |
Feb. 7, 2020 (1 reappointment) |
| Kyu-Ho Kim | Male |
Member of Independent Director Candidate Recommendation Committee |
2021 ~ Current Professor (focused on academia-industrial cooperation), Ewha Womans University 2015 ~ 2020 Professor (focused on academia-industrial cooperation), Sogang University 2013 ~ 2014 Executive Director, Media Solutions Center, Samsung Electronics |
Feb. 7, 2020 (1 reappointment) |
|
| Bu-Hyun Yoon | Male |
Member of Audit Committee Chairperson of Independent Director Candidate Recommendation Committee |
2020 ~ Current Advisor, LG Display 2018 ~ 2020 Advisor, LG U+ 2012 ~ 2018 Executive Director, Management Planning of MC Business Group, LG Electronics 2009 ~ 2011 Managing Director in Charge of Finance, LG Electronics 2007 ~ 2008 Managing Director in Charge of Management Planning, LG Electronics |
Feb. 7, 2020 (1 reappointment) |
|
| Gil-Yeon Lee | Female |
Member of Audit Committee Member of ESG Committee |
2009 ~ Current Representative Attorney, Lawoffice Hokma 2019 ~ Current Member of Human Rights Management, Korea Copyright Protection Agency 2018 ~ 2020 Member of Administrative Appeals Committee, Board of Audit and Inspection 2013 ~ 2017 Member of Law Interpretation and Deliberation Committee, Ministry of Government Legislation 2011 ~ 2013 Special Member of Special Committee of Legal Ethics Council, Korean Bar Association |
Mar. 31, 2022 |
Operation of BOD Meetings
Coway holds regular BOD meetings quarterly in accordance with Article 6 of BOD Regulations, and ad hoc BOD meetings are held from time to time as necessary. The BOD meeting is convened by the Chairperson of the Board as prescribed by Article 39 of the Articles of Incorporation and Article 8 of the BOD Regulations, and each director is notified of the date and agenda of the meeting 3 days prior to the date of the applicable meeting. However, a meeting may be held at any time subject to agreement by all directors. When deemed necessary for the performance of duties, each director may request a BOD meeting by stating the agenda and reasons to the Chairperson of the Board. In the event that the Chairperson fails to convene the BOD meeting without justifiable cause, the director who requested the meeting may convene the meeting. In addition to personally attending the meeting, directors may vote through the communication methods that transmit and receive voice simultaneously. As prescribed by Article 40 of the Articles of Incorporation and Article 9 of the BOD Regulations, resolutions of the BOD are made with the attendance by a majority of directors and by a majority vote from directors present, except as prescribed otherwise in the relevant laws and regulations. In addition, directors who have a special interest in the item subject to a resolution of the BOD cannot exercise their voting rights, and restrictions on the exercise of voting rights are disclosed through the details of BOD meetings in the Regular Report.
BOD Activities
(in 2023)| Number of BOD meetings held | Total number of agenda items | Number of agenda items subject to resolution | Number of agenda items subject to reporting | Rate of attendance to BOD meeting |
|---|---|---|---|---|
| 6 times | 24 items | 18 items | 6 items | 100% |
Director Appointment Procedure
As of the end of March 2024, Coway's BOD consists of 3 Executive Directors and 4 Independent Directors. All directors are appointed through resolutions at the general shareholders' meetings. Regarding appointment of Independent Directors, the Independent Director Candidate Recommendation Committee reviews the qualifications of candidates and selects the candidates who will be appointed as Independent Directors at the general shareholders' meeting. To form a transparent and independent BOD, Coway carefully checks various interests, including the status of shares, and then selects candidates for Independent Director who can supervise the company's management independently from the executives. In addition, the proportion of Independent Directors on the BOD is 57.1%, which exceeds the majority requirement for Independent Directors prescribed by Article 382-8 of the Commercial Act.
Expertise and Diversity of the BOD
Coway strengthens the expertise and diversity of board members so that they can make effective and prudent decisions through the BOD meetings. Accordingly, Coway prescribed in its Articles of Incorporation that all directors shall not be of a specific gender, and strives not to impose restrictions on age, nationality or background, in addition to gender. In addition, during the Independent Director election process, Coway takes into consideration the expertise of candidates, and has secured expertise by appointing members with experience and capabilities in various fields, such as management, strategy, finance, accounting and law. After appointment, the IR-ESG Team, Finance Department, Diagnosis Team, and Internal Accounting Management Team provide support to ensure that Independent Directors can perform their duties professionally in the BOD, and training is continuously provided to Independent Directors.
Board Skills Matrix
| Category | Executive director | Independent director | |||||
|---|---|---|---|---|---|---|---|
| Name | Jun-Hyuk Bang | Jang-Won Seo | Sun-Tae Kim | Jin-Bae Kim | Kyu-Ho Kim | Bu-Hyun Yoon | Gil-Yeon Lee |
| Gender | Male | Male | Male | Male | Male | Male | Female |
| Age | 55 | 53 | 52 | 62 | 61 | 63 | 54 |
| Leadership | ● | ● | ● | ||||
| - Experience as CEO | ● | ● | ● | ||||
| - Experience as CFO | ● | ● | |||||
| Management/Strategy | ● | ● | ● | ● | |||
| Finance/Accounting | ● | ● | ● | ||||
| Law | ● | ● | |||||
| ESG | ● | ● | |||||
| M&A | ● | ● | |||||
| IT/Technology | ● | ● | |||||
Independence of BOD
Coway assures the independent decision-making authority of the BOD, and establishes a reasonable and sound governance structure centered on the Independent Director through a system of checks and balances. To verify the independence of Independent Directors, Coway has established guidelines that apply relevant laws, regulations and global standards with necessary modifications. The BOD and the Independent Director Candidate Recommendation Committee confirm the independence of Independent Director candidates and incumbent Independent Directors based on the aforementioned requirements. In addition, if the Chairperson deems it necessary, relevant employees and/or external personnel may attend the BOD meeting so that their opinions can be heard, as prescribed by Article 12 of the BOD Regulations, and the independence of Independent Directors is guaranteed by allowing advisors or observers attend the BOD meetings.
Disqualification Criteria of Independence
- 01.
Directors, executive officers, and employees engaged in the company’s business affairs; or directors, auditors, executive officers and employees engaged in the company’s business affairs within the past 2 years
- 02.
The largest shareholder himself, spouse, direct ancestors, and descendants
- 03.
In case the largest shareholder is a corporate body, its directors, auditors, executive officers and employees
- 04.
The spouse, direct ancestors and descendants of directors, auditors, and executive officers
- 05.
Directors, auditors, executive officers and employees of the company's parent company or subsidiaries
- 06.
Directors, auditors, executive officers and employees of corporations
- 07.
Directors, auditors, executive officers and employees of other companies whose directors, and executive officers are directors, executive officers and employees of the company
Committees under the BOD
For efficient and professional operation of the BOD, Coway has set up various BOD Committees, including Audit Committee, Management Committee, Independent Director Candidate Recommendation Committee and ESG Committee. Each Committee operates as prescribed by the written operating regulations approved by the BOD. In addition, each Committee is prescribed by Article 42 of the Company's Articles of Incorporation and is operated by appointing its members to comply with the composition requirements of relevant laws and regulations.
Composition of Committees under the Board of Directors
(as of the end of 2023)| Category | Purpose | Major roles | Members (*Chairperson) | Number of meetings held in 2023 |
|---|---|---|---|---|
| Management Committee | Prompt deliberation and resolution of matters related to the company’s management |
Matters delegated by the BOD among the company's important management matters Matters delegated by the BOD from time to time Other matters that the Committee has decided to refer as important management matters of the company |
*Jun-Hyuk Bang, Executive Director Jang-Won Seo, Executive Director Sun-Tae Kim, Executive Director |
4 times |
| Independent Director Candidate Recommendation Committee | Nomination of Independent Director candidates and ensuring fairness in the selection process |
Reviewing qualifications and recommendation of an Independent Director candidate Establishment and review of Independent Director appointment principles |
*Bu-Hyun Yoon, Independent Director Jin-Bae Kim, Independent Director Kyu-Ho Kim, Independent Director |
2 times |
| Audit Committee | Auditing the company's accounting and operations |
Review of accounting-related documents, such as financial statements, and procedures and results of the audit by the accounting firm Review of the operation status of the internal accounting management system |
*Jin-Bae Kim, Independent Director Bu-Hyun Yoon, Independent Director Gil-Yeon Lee, Independent Director |
4 times |
| ESG Committee | Increase long-term corporate value and pursuit of sustainable growth through management and supervision of ESG-related long-term strategies, policies and issues |
Setting goals and directions of ESG management Making decisions on major risks and opportunities Supervision and review of ESG management activities in general |
*Jin-Bae Kim, Independent Director Jang-Won Seo, Executive Director Gil-Yeon Lee, Independent Director |
2 times |
Evaluation and Remuneration
Independent Director Performance Evaluation and Remuneration Structure
Coway appoints excellent experts as Independent Directors and provides them a reasonable level of remuneration, taking into account the level of legal responsibility and the level of compensation in the same industry, so that they can actively perform their duties. Coway qualitatively considers attendance rate and effectiveness of suggestions in the Independent Director evaluation process, but does not link such consideration to remuneration and reappointment of Independent Directors. Coway believes that linking evaluation and compensation of Independent Directors may undermine their independence, so it does not link evaluation to compensation, in principle.
CEO and Executive Performance Evaluation Structure
Coway seeks to promote sustainable development of the company by preventing decision-making focused on short-term performance; encouraging responsible participation by the CEO and the executives for the company's mid-to-long-term growth; and compensating them for such participation.
Short-term Performance Evaluation
Executive Directors' remuneration is determined by considering non-financial items, such as job and position, length of service, leadership, expertise, and contribution to the company. Also, incentives (bonuses) are paid after evaluating the overall score and degree of achieving the goals by comprehensively considering growth potential, profitability, and stability, according to the key performance indicators (“KPI”) composed of quantitative and qualitative indicators. In addition, the level of payment is determined by comprehensively considering business performance, work performance and competency.Long-term Performance Evaluation
Coway is operating long-term incentive (“LTI”) to balanced short-and-long-term performances and evaluates the CEO's long-term management performance by considering 3 years' performance based on long-term management contribution and competency level. Thereafter, incentives (bonuses) are paid.Other Executives than CEO
Coway evaluates the long-term performances of capabilities of not only the CEO, but also other executives. The main competency items subject to management are: strategic decision-making; positive influence; talent development; fairness; communication; and cooperation, and the performance accumulated for 3 years are evaluated depending on the level of leadership exercised.Board of Directors Remuneration Status
Coway remunerates directors considering their responsibilities and performances according to the remuneration limit determined at the annual general shareholders' meetings, and the status of overall remuneration is transparently disclosed to stakeholders through the Annual Report.
* Remuneration Paid to Directors
(in KRW 1,000)| Category | Number of directors | Total remuneration | Average remuneration per person |
|---|---|---|---|
| Registered director (excluding independent directors and the members of Audit Committee) |
3 | 3,550,125 | 1,183,375 |
| Independent director (excluding members of Audit Committee) |
1 | 42,000 | 42,000 |
| Members of the Audit Committee | 3 | 136,161 | 45,387 |
* ‘Number of Directors’ represents the total number of registered directors in office as of December 31, 2023, and ‘Total Remuneration’ includes the remuneration of registered directors who retired in 2023.
* This average remuneration per person is derived simply by dividing the total remuneration as of December 31, 2023 by the number of directors, which is different from the actual average remuneration per person.