Hyundai 2015 Annual Report Download - page 40

HYUNDAI MOTOR COMPANY Annual Report 2015
78 79
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
HYUNDAI MOTOR HAS BOARD OF DIRECTORS AND THREE SUBCOMMITTEES INCLUDING AUDIT COM-
MITTEE, EXTERNAL DIRECTOR CANDIDATE RECOMMENDATION COMMITTEE AND CORPORATE GOVER-
NANCE & COMMUNICATION COMMITTEE UNDER THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS (BOD)
The BOD makes decisions on matters stipulated by law and the Articles of Incorporation, as well as issues delegated to it through
shareholders’ 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.
BOD Members (as of end May 2016)
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 - - -
Lee Won-hee President & CEO o - -
Yoon Gap-han President & CEO - - -
External
Oh Se-bin Lawyer, Dongin Law 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 Hyundai Motor’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).
Key Activities of the BOD in 2015
Meetings Date Agenda
1st General Jan. 22, 2015 Approval of 47th Financial Statement and 6 other items
Extraordinary Feb. 12, 2015 Approval of agenda of the 47th General Meeting of Shareholders and 1 other item
Extraordinary Mar. 13, 2015 Appointment of CEO and 4 other items
2nd General Apr. 23, 2015 Approval of transaction with company owned by major shareholders and 6 other items
Extraordinary Jun. 12, 2015 Approval of the closure date for shareholder̓s list
3rd General Jul. 23, 2015 Approval of transaction with company owned by major shareholders and 3 other items
4th General Oct. 22, 2015 Approval of transaction with company owned by major shareholders and 3 other items
Extraordinary Dec. 22, 2015 Approval of insurance transaction with affilliates and 1 other item
* Detailed information can be found at Hyundai Motor’s homepage (http://pr.hyundai.com) or the FSS ’s electronic disclosure system (http://dart.fss.or.kr).
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,
requesting business reports from executives, and monitoring the company’s financial status. The Audit Committee can raise dis-
cussions on matters related to general shareholders̓ meetings, directors and the BOD, and auditing issues. Internal systems to
enable members’ 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
external directors are appointed after being recommended by the Recommendation Committee. Compensation for directors was
capped at KRW 15 billion at the 2015 General Shareholders̓ Meeting. Total compensation for internal and external directors from
January 1 to December 31, 2015 amounted to KRW 12 billion. Average compensation for internal directors was KRW 2.9 billion and
KRW 91 million for external directors.
THE CORPORATE GOVERNANCE & COMMUNICATION COMMITTEE
Hyundai Motor changed the name of the committee from ETHICS COMMITTEE to CORPORATE GOVERNANCE & COMMUNICATION
COMMITTEE 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 Corporate Governance & Comminication Committee consists of four external directors.
BOARD OF DIRECTORS
AUDIT COMMITTEE EXTERNAL DIRECTOR CANDIDATE
RECOMMENDATION COMMITTEE
CORPORATE GOVERNANCE &
COMMUNICATION COMMITTEE