Hyundai 2014 Annual Report Download - page 38

HYUNDAI MOTOR COMPANY Annual Report 2014
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
HMC HAS BOARD OF DIRECTORS AND THREE SUBCOMMITTEES INCLUDING AUDIT COMMITTEE,
EXTERNAL DIRECTOR CANDIDATE RECOMMENDATION COMMITTEE AND
CORPORATE GOVERNANCE & COMMUNICATION COMMITTEE UNDER THE BOARD OF DIRECTORS.
Meetings Date Agenda Resolution
1st General Jan. 23, 2014 Approval of 46th Financial Statement and 7 other items Approved
Extraordinary Feb. 20, 2014 Approval of agenda of the 46th General Meeting of Shareholders Approved
Extraordinary Mar. 14, 2014 Appointment of CEO and 5 other items Approved
Extraordinary Mar. 31, 2014 Approval of transaction with directors Approved
2nd General Apr. 24, 2014 Approval of transaction with company owned by major shareholders and 1 other item Approved
3rd General Jul. 24, 2014 Approval of transaction with company owned by major shareholders and 2 other items Approved
Extraordinary Sep. 17, 2014 Approval of participation of a bidding for land Approved
Extraordinary Sep. 26, 2014 Approval of purchase of land Approved
4th General Oct. 23, 2014 Approval of transaction with company owned by major shareholders and 3 other items Approved
Extraordinary Nov. 11, 2014 Approval of acqusition of treasury stocks Approved
* Detailed information can be found at HMC’s homepage (http://pr.hyundai.com) or the FSS ’s electronic disclosure system (http://dart.fss.or.kr).
THE BOARD OF DIRECTORS
The BOD makes decisions on matters stipulated by law and the Articles of Incorporation, as well as issues delegated to it through share-
holders’ meetings. The BOD sets guidelines for the company’s management and makes important decisions related to the execution of
projects. The BOD supervises the work of executives and management. The BOD consists of four internal and five external directors.
The BOD convenes regular board meetings as well as extraordinary meetings whenever necessary.
THE AUDIT COMMITTEE AND THE EXTERNAL DIRECTOR CANDIDATE RECOMMENDATION COMMITTEE
The Audit Committee consists of four external directors. Its duties include auditing the company’s management and accounting, re-
questing business reports from executives, and monitoring the company’s financial status. The Audit Committee can raise discussions
on matters related to general shareholders̓ meetings, directors and the BOD, and auditing issues. Internal systems to enable mem-
bers’ access to management information necessary for proper auditing are in place.
The External Director Candidate Recommendation Committee consists of two internal directors and three external directors. All exter-
nal directors are appointed after being recommended by the Recommendation Committee. Compensation for directors was capped at
KRW 15 billion at the 2014 General Shareholders̓ Meeting. Total compensation for internal and external directors from January 1 to
December 31, 2014 amounted to KRW 10 billion. Average compensation for internal directors was KRW 2.4 billion and KRW 95 million
for external directors.
THE CORPORATE GOVERNANCE & COMMUNICATION COMMITTEE
HMC changed the name of the committee from ETHICS COMMITTEE to CORPORATE GOVERNANCE & COMMUNICATION COMMIT-
TEE and reorganized the committee to promote shareholders’ rights in April, 2015. The Ethics Committee was established in 2007 to
improve transparency of internal transactions and to ensure ethical management of the company. Ethical management and internal
transaction restriction were further reinforced in 2012 when the Committee was reorganized as a subcommittee of the BOD. The Cor-
porate Governance & Comminication Committee consists of four external directors.
Joint Positions Held
Name Title/Affiliation
External Director
Candidate
Recommendation
Committee
Audit
Committee
Corporate
Governance &
Communication
Committee
Internal
Chung Mong-koo Chairman & CEO o - -
Chung Eui-sun Vice Chairman - - -
Kim Choong-ho President & CEO o - -
Yoon Gap-han President & CEO - - -
External
Oh Se-bin Lawyer, Dong In Law Group o o o
Nam Sung-il Professor of Economics, Sogang University o o -
Yi You-jae Professor of Business Administration,
Seoul National University o - o
Lee Dong-kyu Advisor of Kim and Chang Law Group - o o
Lee Byung-kook Chairman of e-Chon Tax Accounting Corp. - o o
* Detailed information on the directors can be found at HMC’s homepage (Korean: http://pr.hyundai.com; English: http://worldwide.hyundai.com/worldwide_index.html) or the
Financial Supervisory Service (FSS )’s electronic disclosure system (http://dart.fss.or.kr).
BOD Members (as of end April 2015)
Meetings Date Agenda Resolution
1st General Jan. 23, 2014 Approval of key social contribution plans for 2014 and 3 other items Approved
Extraordinary Mar. 14, 2014 Appointment of Chairman of the Ethics Committee and 1 other item Approved
2nd General Apr. 24, 2014 Approval of transaction with company owned by major shareholders and 1 other item Approved
3rd General Jul. 24, 2014 Approval of transaction with company owned by major shareholders and 1 other item Approved
4th General Oct. 23, 2014 Approval of transaction with company owned by major shareholders and 2 other items Approved
* Detailed information can be found at the FSS’s electronic disclosure system (http://dart.fss.or.kr).
Key Activities of the Ethics Committee in 2014
Meetings Date Agenda Resolution
1st General Jan. 23, 2014 Approval of 46th Financial Statement and 2 other items Approved
Extraordinary Feb. 20, 2014 Approval of agenda of the 46th General Meeting of Shareholders Approved
2nd General Apr. 24, 2014 - -
3rd General Jul. 24, 2014 - -
4th General Oct. 23, 2014 - -
* Detailed information can be found at the FSS’s electronic disclosure system (http://dart.fss.or.kr).
Key Activities of the Audit Committee in 2014
Key Activities of the BOD in 2014
BOARD OF DIRECTORS
AUDIT COMMITTEE EXTERNAL DIRECTOR CANDIDATE
RECOMMENDATION COMMITTEE
CORPORATE GOVERNANCE &
COMMUNICATION COMMITTEE