Independent Director
Nomination Process
Board Committees
The Board Committees conduct professional and intensive discussions on major management items.
SK Innovation’s board has the Audit and Corporate Compliance Committee, HR Evaluation and Remuneration Committee, and strategy·ESG Committee. All committees are chaired by independent directors, review board agendas in advance and be reported important management issues to reinforce expertise in considering the board agendas.
Board of Directors
Audit and Corporate Compliance Committee
3 Independent Directors
- Chairperson :
Choi Woo Seok
(Independent Director) - Commissioner :
Park Jin Hei
Baik Bok Hyeon
Lee Ji Eun
- Accounting and audit on work performance
- Pre-and post-management of compliance risks such as anti-corruption, fair trade, and internal transactions
Audit Office
Directly Managed Organization :
Audit Office
HR Evaluation and Remuneration Committee
3 Independent Directors,
1 non-Executive Director
1 non-Executive Director
- Chairperson :
Kim Jung Gwan
(Independent Director) - Commissioner :
Lee Bok Hee
Choi Woo Seok
Kim Jun
Jang Dong Hyun
- HR policy review
- CEO evaluation and remuneration
- Supporting search for CEO candidates
- Independent search and verification of independent director candidates
Corporate Culture
Division (HR Strategy Team)
Division (HR Strategy Team)
Secretariat Organization : Corporate
Culture Division (HR Strategy Team)
Strategy·ESG
4 Independent Directors,
2 Executive Director,
1 non-Executive Director
2 Executive Director,
1 non-Executive Director
- Commissioner :
Kim Joo Youn
Baik Bok Hyeon
Lee Book Hee
Lee Ji Eun
Park Sang Kyu
Kang Dong Soo
Jang Yong Ho
- Setting and evaluating CEO KPIs
- Presenting direction for ESG Strategy Business planning
- ESG Risk Mgmt.
- Checking future strategy for SKI and its subsidiarie
- Investment decision
- Improving and maintaining governance system
Strategy & Finance Division
(ESG Performance Team & Business Strategy Team)
(ESG Performance Team & Business Strategy Team)
Secretariat Organization :
Strategy & Finance Division (ESG Performance Team & Business Strategy Team)
Committee Charters
Committee Activities
2023
Audit and Corporate Compliance Committee
| 05.10 |
1. Report of 2023 1Q financial performance (report) 2. Operation plan for FY 2023 Internal Accounting Control System (report) 3. External auditor’s review result of 2023 1Q financial performance (report) 4. 2023 IR Office Business Briefing (report) 5. Audit Committee Activity Evaluation Results (report) |
|---|---|
| 04.11 |
1. 2023 KPI of Audit office (report) 2. Report on KPMG management policy of NAS(Non-Assurance Services) opportunity and status in accordance with the International Ethics Standards (report) 3. Request for SK Innovation's debt guarantee for SKO (report) 4. Providing debt guarantee for SKO (preview) |
| 03.15 |
1. Auditor´s report verification (resolution) 2. Confirming Evaluation Results of FY 2021 Internal Monitoring System Operation (resolution) 3. The 16th AGM agenda items and document investigation result verification (resolution) 4. Assessment of External Auditor Services in 2022 (report) 5. Result of pre-assurance for Internal Control over Consolidated Financial Reporting in 2022 (report) 6. Report of Internal Audit/Investigation Result (report) 7. 2023 KPI of Audit office (report) |
| 03.08 |
1. FY2022 Confirmation of Report on the Assessment of Internal Control over Financial Reporting (resolution) 2. Confirmation of FY 2022 financial performance (report) 3. External auditor’s audit result of FY 2022 financial performance and Operation of FY 2022 Internal Accounting Control System (report) 4. Result of Ethical Management Survey for Employees/Business Partners in 2022 (report) |
| 02.17 |
1. FY2022 report on the Assessment of SKI Internal Control over Financial Reporting (report) 2. The present organization and human resources of SKI Finance Division Group (report) 3. Report of Audit Office Work Progress Status (report) |
| 01.18 |
1. Amendment of the Agreement for the Implementation of Mutual Cooperation Measures (resolution) 2. ’23 Audit Office Work Plan (report) |
HR Evaluation and Remuneration Committee
| 03.29 | 1. CEO’s Incentive Bonus in 2022 and Annual Salary in 2023 (preview) |
|---|---|
| 02.06 |
1. 2022 labor costs result & 2023 budget for Labor costs (report) 2. Recommendation of candidates for Director Candidates (preview) 3. Establishment of the limit of remuneration for directors in 2023 (preview) |
| 01.18 |
1. CEO KPI evaluation result of 2022 (preview) 2. CEO Sustainability Impact Assessment Results of 2022 (preview) 3. Review of SKI Independent Director Candidates 2023 (resolution) |
Strategy·ESG Committee
| 06.14 | 1. Project T (preview) |
|---|---|
| 04.11 |
1. Election of Committee Chairperson (resolution) 2. Providing debt guarantee for SKO (preview) 3. 2023 CEO KPI Establishment (preview) 4. Request for SK Innovation's debt guarantee for SKO (report) |
| 01.18 |
1. CEO KPI evaluation result of 2022 (preview) 2. CEO Sustainability Impact Assessment Results of 2022 (preview) |
Independent director candidate recommendation procedures
HR Evaluation and Remuneration Committee secures the candidate pool to recruit talent with the expertise needed in the decision-making of the board and establishes a system for recommending independent director candidates that is fair and transparent, leading the whole process of director appointment.
ESG management system of the board
The ESG Committee leads SK Innovation's overall management decision-making by carrying out management, guidance, and supervision of SK Innovation's functional enhancement and execution performance in each ‘E’ ‘S’ and ‘G’ area. It also necessarily conducts the pre-review of the board’s agendas from the perspective of ESG and leads active communication with external stakeholders based on their actual influence, such as attending ESG-related lectures, discussion sessions, and meetings with major investors.
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Review of strategic direction for ESG, and execution, management, and supervision of key challenges
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Final inspection of performance against the goals, and derivation of possible improvements
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Publication of reports to increase ESG information disclosure
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Invitations for ESG-related key stakeholders, and carrying out discussion sessions
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Attending external ESG forums and events and communicating with stakeholders
- Conducting pre-reviews of all boards' agendas from the perspective of ESG
- Operating the periodical ESG performance management report process (report twice a year)
- Inviting major stakeholders to have discussion sessions and expanding communication
