Hyundai 2008 Annual Report Download - page 30

HYUNDAI MOTOR COMPANY I 2008 AnnuAl RepoRt I 59HYUNDAI MOTOR COMPANY I 2008 AnnuAl RepoRt I 58
HYUNDAI MOTOR COMPANY AND SUBSIDIARIES
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HYUNDAI MOTOR COMPANY AND SUBSIDIARIES
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2008 ACTIVITIES OF THE BOARD OF DIRECTORS
Meeting Issues Approval
1st Meeting January 24 Nomination of Administrator for Self-Observance of Fair Trade (Tae-Hwan Chung,
CFO of HMC) and other 8 cases Approved as drafted
1st Special Meeting March 14 Approval of Committee Member of Ethics Committee (Director Kwang-Nyun Kim)
and other 4 cases
Approved as drafted
2nd Meeting April 24 Approval of Guarantee on Overseas Subsidiary (HMMC : EUR 300 Million)
and other 3 cases
Approved as drafted
3rd Meeting July 24 Approval of Equity Investment on Affiliated company (Participate in Rights Offering
of HMC Investment Securities - KRW 50 Billion)and other 3 cases
Approved as drafted
4th Meeting October 23 Approval of Renewal of Support Agreement of Hyundai Capital and other 4 cases Approved as drafted
2nd Special Meeting December 17 Issuance of Corporate bond (KRW 350 Billion) Approved as drafted
COMMITTEES UNDER THE BOARD OF DIRECTORS
The Audit Committee under the Board of Directors consists of four external directors. It is responsible for auditing finance and management of HMC. It has the
authority to review reports on business management and financial status. The Audit Committee approves matters related to audit, the shareholders’ meeting,
directors, and the board of directors. It can access business and management information for auditing.
The External Director Candidates Recommendation Committee consists of two internal directors and two external directors. External directors should be recommended
by the External Director Candidates Recommendation Committee. The 2008 Shareholders’ Meeting approved the directors’ compensation ceiling of 10 billion won.
From January 1 to December 31, 2008, total compensation paid to internal and external directors was 7.092 billion won. The average of compensation for one internal
director was 1.713 billion won, and the average of compensation for one external director was 48 million won.
2008 Activities of the Audit Committee
Meeting Issues Approval
1st Meeting January 24 Assessment of internal accounting control in 2007 and other 5 cases Approved as drafted
2nd Meeting April 24 Appointment of the Chairman of the Audit Committee (Director Gwang-nyeon Kim)
and other one case
Approved as drafted
3rd Meeting July 24 Discussion with the independent auditor on non-audit service Approved as drafted
4th Meeting October 23 Business performance reporting on the third-quarter (accumulated) of 2008 -
(As of March 13, 2009)
Under the Board of Directors, there are the Audit Committee and External Director Candidates Recommendation Committee. We further established
the Ethics Committee in 2007.
BOARD OF DIRECTORS
The Board of Directors makes decisions on matters defined by the laws or articles of incorporation, matters delegated by the general shareholders’ meeting, and key
matters related to the basic guidelines for company operations and work execution. Moreover, we have the authority to supervise duties of directors and management,
and consist of four internal directors and five external directors. The Board of Directors holds regular meetings and special meetings, if necessary.
External Director Candidates
Recommendation Committee
Audit Committee
Board of Directors
Ethics
Committee
Name Remarks
Internal
Committee
Mong-Koo Chung Chairman and CEO Member of the External Director Candidates Recommendation
Seung-Suk Yang President and CEO Member of the External Director Candidates Recommendation
Ho-Don Kang Vice President and CEO -
Jung-Dae Lee Vice Chairman -
External
Committee
Dong-Gee Kim Professor, Korea University Member of the External Director Candidates Recommendation Committee,
Audit Committee Member, Ethics Committee Member
Kwang-Nyun Kim Lawyer, SAMHAN Law office Member of the External Director Candidates Recommendation Committee,
Audit Committee Member, Ethics Committee Member
Il-Hyung Kang Of Councel, Bae, Kim & Lee LLC Audit Committee Member, Ethics Committee Member
Young-chul Yim Lawyer, Shin & Kim Audit Committee Member, Ethics Committee Member
Seon Lee Professor, Korea University of
Technology and Education
Ethics Committee Member