Hankook Tire Corporate Governance
To sustain transparent and accountable corporate principles, Hankook Tire has embraced a corporate governance system which recognizes and deals with a wide range of ethical issues to better manage our company and make decisions that benefit all stakeholders.
After all aggressive management activities to cope with the recent fierce global competition environment, the number of meetings and handling work of the board of directors, the highest decision-making body, has increased significantly.
Hankook Tire & Technology operates the Sustainability Management Committee within the board of directors to reduce the number and procedure of the board of directors meeting to increase our professionalism and efficiency of work through rapid decision-making.
Thanks to the activities by the Sustainability Management Committee, the regular board of directors has been specialized as a core agenda discussion body, and systemic supplementation of the board of directors' activities has strengthened our responsible management.
Hankook Tire & Technology's Sustainability Management Committee consists of internal directors with a chairman.
The Sustainability Management Committee can deliberate and decide on the power of the board of directors, except for the following items, under the authority of the board of directors.
- ⑴ Proposal for matters requiring approval at the general shareholder meeting
- ⑵ Appointment and dismissal of the CEO
- ⑶ Establishment of the committee and selection/removal of a committee member
- ⑷ Matters prescribed by the Articles of Incorporation
The Sustainability Management Committee can deliberate on matters which need to be reviewed in advance in order to appeal to the board of directors, and can deliberate and decide on other daily management matters.
The Sustainability Management Committee member shall be elected and removed from the board of directors and consist of two or more directors.
The Sustainability Management Committee chairman represents the committee to serve as a chairman at the committee meeting. When a chairman fails to deliver his/her duty, a committee member selected by the committee shall take over the chairman's duty.
The meeting shall be held as regular and temporary. The regular meetings shall be held at least once a quarter. However, it can be omitted if there is no resolution. The temporary meeting shall be held as needed.
The Sustainability Management Committee shall be convened by the chairman, and each committee member can request the convocation of the committee by raising an agenda and its reasons. If the chairman does not convene the committee without good cause, the committee member who requested convocation may request the committee to convene.
The resolution shall be composed of the majority of enrolled members and the majority of attendees. The committee may allow all or a part of the audit committee members to participate in the resolution by means of a communication means that simultaneously transmits and receives voices without all or a part of them attending the meeting, where the audit committee member is deemed to have attended the committee.
- The following items can be referred in the Sustainability Management Committee.
- ① Deliberation and resolution on general management matters
- ㆍAnnual or mid- to long-term management policy and strategy
- ㆍBusiness plan, business restructuring promotion
- ㆍPromote cooperation such as strategic alliances with overseas companies
- ㆍChanges in salary, work system and welfare benefits
- ㆍTechnology introduction plan and technology donation policy
- ㆍAnnual and mid-long term technology development plan
- ㆍPrimary facility replacement plan and new expansion plan
- ㆍRelocation and abolition of branches, factories and offices
- ㆍInstallation and withdrawal of overseas branches and local subsidiaries
- ㆍOther important management issues
- ② Matters related to finance
- ㆍInvestment, capital increase, and disposal of equity of other subsidiaries (Affiliated companies) with less than 2.5% of equity capital
- ㆍInvestment of facilities with less than 5% of equity capital, short-term borrowing increase
- ㆍDebt (Payment) guarantee of less than 2.5% of equity capital
- ㆍAcquisition and disposal of tangible assets with less than 5% of total assets
- ㆍApproval of internal transactions (Trade with special parties)
- ㆍOverseas subordination agreement (Extension) approved
- ㆍNew loan agreement / Increase limit, extension / Change subject limit within limit
- ㆍJoined for liability insurance
- ㆍOther major issues related to finance / Matters delegated by the board of directors
- ③ Matters related to risk management throughout management
- ㆍRisk management operation
- ㆍ Risk issues requiring decision making
④ Other matters deemed necessary by the chairman/committee
The Sustainability Management Committee can have related employees and outside personnel attend to listen to their opinions if necessary for the performance of business, and shall prepare minutes for the committee's discussion.
The agenda, progress, its result, the objector and the reason for the objection shall be recorded in the minutes, which is signed by the attending member.
The Sustainability Management Committee shall have an executive in charge of financial accounting as a secretary, and serve the general affairs of the committee under the chairman's direction.
Sustainability Management Committee Held for 2020
|Committee Name||Date Held||Agenda Details||Vote Result||Note|
|Sustainability Management Committee||2020.04.21||Extension of credit limit||Passed||-|
|2020.05.28||Extension of credit limit (Standard Chartered)||Passed||-|
|Extension of credit limit (ING)||Passed||-|
|2020.06.23||Appointment of the Sustainability Management Committee Chairman||Passed||-|
|2020.07.24||Provision of loans to US corporations||Passed||-|
|2020.08.20||Europe Holdings - Donation of loans with HQ in Korea||Passed||-|
|2020.10.07||Payment guarantee for Europe headquarter borrowing||Passed||-|
|2020.12.18||Approval of selling the logistics center in Cheonghak-dong, Yeongdo-gu, Busan||Passed||-|
|2020.12.24||Payment guarantee for Turkish subsidiary||Passed||-|
|Hankook Tire Co., Ltd. Loan agreement and Payment guarantee||Passed||-|
Sustainability Management Committee Held for 2021
|Committee Name||Date Held||Agenda Details||Vote Result||Note|
|Sustainability Management Committee||2021.03.29||Europe Holdings - Donation of loans with HQ in Korea||Passed||-|
|2021.04.01||Appointment of the Sustainability Management Committee Chairman||Passed||-|