Hyundai 2009 Annual Report Download - page 30

HYUNDAI MOTOR COMPANY AND SUBSIDIARIES
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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS - BOARD OF DIRECTORS
(As of March 12, 2010)
Hyundai Motor Company is governed by a Board of Directors, under which are an Audit Committee and an External Directors Recommendation Com-
mittee. An Ethics Committee was also established in 2007.
BOARD OF DIRECTORS
The Board of Directors makes decisions on matters defined by the law and articles of incorporation; those delegated by shareholder’s meetings; and key issues related to
the basic policies and operations of the Company. It also has the authority to oversee the performance of the directors and the management. The Board is comprised of four
internal directors and five external directors. It holds regular meetings, in addition to which special meetings are called when needed.
Ethics
Committee
Name Title/Affiliation Concurrent Position(s)
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 -
Eui-Sun Chung Vice Chairman -
External
Committee
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
Sung-Il Nam Professor, Sogang University Member of the External Director Candidates Recommendation Committee,
Audit Committee Member, Ethics Committee Member
Young-Rok Lim Former Vice Minister,
Ministry of Strategy and Finance
Ethics Committee Member
External Directors
Recommendation Committee
Audit Committee
Board of Directors
HYUNDAI MOTOR COMPANY I 2010 ANNUAL REPORT I 58
HYUNDAI MOTOR COMPANY AND SUBSIDIARIES
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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS - MAIN ACTIVITIES OF THE BOARD OF DIRECTORS IN 2009 AND COMMITTEES UNDER THE BOARD OF DIRECTORS
MAIN ACTIVITIES OF THE BOARD OF DIRECTORS IN 2009
Meeting Date Issues Approval
1st Regular Meeting January 22 Approval of 2008 financial statements and seven other items Approved as drafted
Special Meeting February 23 Issuance of corporate bonds Approved as drafted
Special Meeting March 13 Nomination of CEO and five other items Approved as drafted
2nd Regular Meeting April 23 Approval of transaction with a subsidiary and four other items Approved as drafted
Special Meeting June 5 Issuance of corporate bonds Approved as drafted
Special Meeting June 25 Approval of participation in the issuance of new shares of a subsidiary Approved as drafted
3rd Regular Meeting July 23 Approval of financial guarantees of overseas subsidiary (HMMR) and three other items Approved as drafted
4th Regular Meeting October 22 Approval of transaction with largest shareholder, etc. and two other items Approved as drafted
Special Meeting December 28 Purchase of Company shares Approved as drafted
COMMITTEES UNDER THE BOARD OF DIRECTORS
The Audit Committee consists of four external directors. Its duties comprise overseeing the Company’s financial reporting and disclosure, requesting and reviewing reports
on the Company’s business management, and directing investigations on its financial status. The Audit Committee discusses and approves matters related to audit, share-
holder’s meetings, the Board, and the directors of the Board. Internal mechanisms have been put in place to ensure the Audit Committee access to information necessary
for auditing regarding the management and business of the Company. The External Directors Recommendation Committee is composed of two internal directors and two
external directors. The nomination of all external directors at Hyundai Motor Company is based on the recommendation of the External Directors Recommendation Com-
mittee. The 2009 general shareholder’s meeting approved the ceiling of 10 Billion Won for the compensation of directors, and the actual total compensation paid to the
Company’s internal and external directors from January 1 to December 31, 2009 was 7,123 Million Won. The average compensation paid to an internal director was 1,721
Million Won; an average of 48 Million Won was paid per external director.
Main Activities of the Audit Committee in 2009
Meeting Date Issues Approval
1st Regular Meeting January 22 Approval of 2008 financial statements and four other items Approved as drafted
2nd Regular Meeting April 23 Signing of contract with external auditor or non-audit service Approved as drafted
3rd Regular Meeting July 23 - -
4th Regular Meeting October 22 - -
HYUNDAI MOTOR COMPANY I 2010 ANNUAL REPORT I 59
*
Detailed information on the directors can be viewed at the Hyundai Motor Company website (http://pr.hyundai.com/ for Korean and http://worldwide.hyundai.com/
worldwide_index.html for English) or on the Data Analysis Retrieval and Transfer System (DART) of the Financial Supervisory Service (http://dart.fss.co.kr).
* Detailed information is available at the Hyundai Motor Company website (http://pr.hyundai.com/) or on the Data Analysis Retrieval and Transfer System (DART) of
the Financial Supervisory Service (http://dart.fss.co.kr).
* Detailed information is available on the Data Analysis Retrieval and Transfer System (DART) of the Financial Supervisory Service (http://dart.fss.co.kr).