G(Governance)
Board of Directors Operations
Our company’s board of directors is divided into regular and extraordinary meetings. Regular board meetings are held quarterly, while extraordinary meetings are conducted as needed. The CEO convenes the board meetings; however, if the CEO is unable to perform their duties, a designated successor will convene the meeting in accordance with the established order. Directors and auditors may submit agenda items in writing to request a board meeting. If the CEO refuses or delays the meeting, the requesting director or auditor may convene the meeting themselves. Notice of a board meeting must be given at least three days in advance, but if all directors and auditors agree, the meeting may be held without notice. Board resolutions, unless specifically stated otherwise in laws or the articles of incorporation, require a majority of attending directors and the approval of a majority of attending directors. Directors can participate in the resolution through communication means that transmit and receive sound, in which case they are deemed to have attended in person. A director with a special interest in the matter cannot exercise their voting rights, and such directors are not counted in the number of attending directors. The board of directors can request the submission of materials, investigations, and explanations related to the execution of duties, and take appropriate actions based on the results. Board meeting minutes must be prepared, including the agenda, progress, results, and any opposing opinions, and require the signatures of attending directors and auditors. Shareholders may request to review or copy the board meeting minutes during business hours, and the company may refuse such requests for valid reasons. In such cases, the shareholder may obtain permission from the court to review or copy the minutes.
Board of Directors Organization
Seokgyung AT Co., Ltd. does not currently have a separate Audit Committee, and one non-executive auditor is responsible for audit duties. The company’s auditor meets the qualifications required by Article 35 (Duties and Obligations of Auditors) of the Commercial Act and performs duties independently from the board of directors and other departments. Additionally, the company has included the following provision in its articles of incorporation to ensure access to necessary management information for audit purposes. The key activities of the auditor include the resignation and new appointment of the auditor at the 21st annual general meeting of shareholders on March 31, 2021. Furthermore, the company has established its own audit support organization, with the details as follows.
| Department (Team Name) | Number of Employees | Position | Key Activities |
|---|---|---|---|
| Management Support Office | 5 | Director, Deputy Manager, Assistant Manager, Staff | Performing audit support duties |
Board Composition / Independence / Expertise
- Board Composition
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Our company’s board of directors consists of directors who make decisions on matters defined by laws, the articles of incorporation, matters delegated by the shareholders’ meeting, and key issues regarding the company’s basic management policy and business execution. The board supervises the performance of duties by directors and management. The board is composed of 3 internal directors, 2 other non-executive directors, and 1 independent director, totaling 6 directors.
- Board Independence
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Directors are elected at the shareholders’ meeting, and the candidates for directors to be elected at the shareholders' meeting are selected by the board and confirmed as agenda items to be submitted to the shareholders' meeting. In the event that a shareholder proposal is made regarding the election of directors in accordance with relevant regulations, the board submits the proposal as an agenda item to the shareholders' meeting within the legal scope.
- Expertise of Independent Directors
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For newly appointed independent directors, our company supports them to perform their duties professionally and provides them with the necessary materials in advance, ensuring they have enough time to review the relevant agenda before the board meetings. Additionally, the company plans to regularly provide information on other significant internal issues to the independent directors.