Operation of the Independent
SK innovation appoints directors with background in relevant industries based on the principle of independence, professionality and diversity. We will continue to pursue sustainable values for companies and the society based on BOD-driven management.
We are securing expertise and diversity of the board and hoping to achieve board-centered management with reinforced autonomy by organizing the proportion of independent directors to 75% or higher,
We are operating an ESG Committee under the board to lead/help/check the execution of company’s ESG policies and projects and are extending our Future Strategy Committee to plan the direction of future growth and manage performance.
The HR Evaluation and Remuneration Committee participates in decision making regarding CEO evaluation, compensation, and succession and plays a role in discovering competent and certified CEOs that can contribute to increasing company value.
We upgrade the board evaluation and compensation system every year upon the reinforced role of independent directors, and try to keep the trust of stakeholders by communicating with them, including shareholders, and expanding the channels.
The Audit and Corporate Compliance Committee is pre-and post-managing the total risk as the company’s compliance and business risk control tower. The Internal Audit Office is directly under the audit committee so that the board can directly manage and supervise the auditing function.
We established the compliance management system in accordance with global standards to establish and inspect the evaluation and program systems regarding various issues such as fair trade, anti-corruption, and industry security.
SK Innovation is operating the Independent Directors Council consisting of independent directors only, and this Council suggests independent directors’ initiative agendas, puts together their opinions on board’s agendas, discusses the operational method of the board, and shares main management issues.
|Enactment of employees' code of ethics
|Separation of CEO and Chairman of the Board of Directors
|Composition of the Board of Directors (a majority of independent directors)
|Independent directors’ share of 75% (6 Independent directors, 1 Executive director, 1 Non-Executive director)
|Holding regular meetings of the Board of Directors
|At least once a month
|Prior provision of information on the directors before holding a meeting of the Board of Directors
|Provision of descriptions about agendas five days in advance
|Introduction of regulations on roles and operation procedures of the Board of Directors and sub-committees
|Bylaws of the Board of Directors, Charter for the HR Evaluation and Remuneration Committee, Audit and corporate compliance committee, Future Strategic Planning Committee and ESG Committee
|Committee operation for the fair recommendation of director candidates
|Operation of HR Evaluation and Remuneration Committee
|Establishing special committees under the Board of Directors
Installation of four committees, - HR Evaluation and Remuneration Committee
- Audit Committee
- Future Strategic Planning Committee
- ESG Committees Strategy Committee
|Announcement of the Board of Directors' activities, attendance rate, and pros and cons about major agendas
|Subscription to liability insurance for directors at the company's expense
|Subscription of Directors & Officers Liability Insurance (annual renewal)
|Operation of a meeting attended only by independent directors
|Operation of the Independent Directors Council
|Evaluation of the Board of Directors' activities
|Composition of Audit and corporate compliance committee (all independent directors)
|Three independent directors (including a financial and accounting expert)
|Audit Committee held at least once a quarter
|Independence of external auditors
|Review and approval of Audit Committee for external auditors
|Verification of accuracy of business reports
|Verification by CEO and responsible employees