GOVERNANCE
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2024 |
▪︎ Policies and Goals for Transparent Governance
KISCO places ethical compliance and legality as its top management principles and pursues mutual prosperity with stakeholders by establishing a sound governance system based on lawful and fair business practices. |
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▪︎ Shareholding Status
As of December 31, 2024, KISCO has issued 41,616,365 shares.The shareholding ratio of the largest shareholder group, including CEO Heung-Jun Kim and related parties, is 33.73% (shares held: 14,037,641). |
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▪︎ Protection of Shareholder Rights
For general shareholders’ meetings, KISCO publishes notices not only via electronic disclosure systems operated by the Financial Supervisory Service or Korea Exchange, but also updates the information on the company’s official website. In order to listen to and reflect shareholders’ opinions, KISCO encourages them to attend the general meeting directly or submit proxy forms, rather than relying solely on proxy voting via the Korea Securities Depository. At the 48th Regular General Shareholders’ Meeting held in March 2025, an electronic voting system was introduced to enhance shareholder voting rights. Details on share status, dividends over the past three years, and dividend policy can be found through the DART (electronic disclosure system) and the company’s website. |
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▪︎ Composition of the KISCO Board
Currently, the board of directors of KISCO consists of six executive directors, two external directors, and one auditor. The board determines the company’s major management policies, with the CEO serving as the chairman of the board. The personal information of director candidates is disclosed before the shareholders’ meeting, and director candidates are approved through the recommendation of the board of directors and approval by the shareholders. |
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Designation | Name | Title | Appointment Date | Work Ending Date | Role |
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Internal Director | Heung-joon Kim | Chairman and CEO | 2024.3.22 | 2027.3.22 | Chairman of the Board of Directors |
Internal Director | Dong-gil Kim¹⁾ | Honorary Chairman | 2022.3.25 | 2025.3.25 | |
Internal Director | Sung-yong Cho²⁾ | President and CEO | 2022.3.25 | 2025.3.25 | |
Internal Director | Joon-young Park | Director and CFO | 2023.3.24 | 2026.3.24 | |
Internal Director | Won-sik Jung³⁾ | Executive Vice President | 2022.3.25 | 2025.3.25 | |
Internal Director | Seung-taek Lim⁴⁾ | Executive Vice President | 2022.3.25 | 2025.3.25 | |
External Director | Jae-hak Choi | External director | 2023.3.24 | 2026.3.24 | |
External Director | Sang-young Lee | External director | 2024.3.22 | 2027.3.22 | |
Auditor | Byung-jin Kim⁵⁾ | Audit | 2022.3.25 | 2025.3.25 |
* The above composition of the board of directors is based on the status as of December 31, 2024. *At the General Shareholders’ Meeting on March 28, 2025, the following individuals were reappointed with shareholder approval: Internal Directors: Dong-Gil Kim¹⁾, Sung-Yong Cho²⁾, Won-Sik Jung³⁾, Seung-Taek Lim⁴⁾, Auditor: Byung-Jin Kim⁵⁾ |
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▪︎ Current Status of the Board of Directors
▪︎ Board Activities: Held 20 meetings, with 24 resolutions and reporting items ▪︎ Board Attendance Rate: Average attendance rate: 100%, internal directors: 100%, external directors: 100%, auditor: 100% |
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Meeting Numbers | Date | Resolution Content | Approval Status |
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1 | 2024.01.26 | Report on the Operation Status of the Internal Accounting Management System | Approved |
2 | 2024.01.29 | Evaluation Report on the Effectiveness of the Internal Accounting Management System | Approved |
3 | 2024.02.08 | Report on the Occupational Health and Safety Work Plan | Approved |
4 | 2024.02.14 | Resolution on the Approval of the Separate Financial Statements for FY47 and Cash Dividend | Approved |
5 | 2024.02.14 | Resolution on the Approval of the Consolidated Financial Statements for FY47 | Approved |
6 | 2024.02.29 | Resolution on the Execution of a Treasury Stock Acquisition Trust Contract | Approved |
7 | 2024.03.06 | Convening of the 47th Regular General Shareholders’ Meeting | Approved |
8 | 2024.03.22 | Cancellation of Stock Option Grant (150,000 shares) | Approved |
9 | 2024.03.22 | Cancellation of Stock Option Grant (70,000 shares) | Approved |
10 | 2024.03.22 | Cancellation of Stock Option Grant (60,000 shares) | Approved |
11 | 2024.03.22 | Cancellation of Stock Option Grant (20,000 shares) | Approved |
12 | 2024.03.22 | Approval of the FY47 Financial Statements (Including Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements | Approved |
13 | 2024.03.22 | Appointment of a New CEO | Approved |
14 | 2024.04.29 | Extension of Loan to KLC (Total USD 4,000,000) | Approved |
15 | 2024.07.17 | Payment of Loan to Daito KISCO | Approved |
16 | 2024.10.14 | Report on the Selection of 2024 KISCO ESG Material Issues and Review of Non-Financial Risks | Approved |
17 | 2024.11.14 | Extension of Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANGHAI) | Approved |
18 | 2024.12.03 | Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANGHAI) | Approved |
19 | 2024.12.06 | Report on 2024 KISCO ESG Management Activities and Future Plans | Approved |
20 | 2024.12.19 | Report on 2024 KISCO ESG Energy Consumption Reduction Activities Report on 2024 KISCO ESG Greenhouse Gas Emissions and Mid-Term Scenario |
Approved |
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▪︎ Status of Education for Outside Directors
Date of Education | Entity Conducting the Education | Outside Directors in Attendance | Key Educational Contents |
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2024.3.20 | Management Support Team | All Outside Directors | Best Practices for Internal Accounting Management System |
2024.11.5 | Deloitte Korea | All Outside Directors | Effective Domestic and International Disclosure Supervision and Status that the Board of Directors and Audit Committee Should Be Aware of in Their Oversight Responsibilities |
▪︎ Notice of Shareholder Meeting
KISCO sets the date of its annual shareholders meeting by taking into consideration factors such as the financial closing and audit report issuance schedule, the company’s annual business calendar, and the designated peak dates for shareholders meetings. Approximately two weeks prior to the meeting date, KISCO issues a public notice—such as an electronic disclosure—announcing the upcoming annual meeting. In cases where the meeting must be held on a peak date designated by the Korea Listed Companies Association, KISCO submits a report explaining the reason for holding the meeting on that date. |
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▪︎ Voting System
To enhance shareholder convenience, the KISCO Board of Directors resolved to adopt the electronic voting system, which was implemented at the 48th regular general meeting of shareholders held on March 28, 2025. |
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▪︎ Voting Status at the Shareholders’ Meeting
(Record Date: March 28, 2025) ▪︎ Number of Voting Rights Present |
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Total Issued Shares with Voting Rights | Number of Shares Present | Participation Rate |
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41,616,365 | 15,971,950 | 38.8% |
* Based on the data submitted to the Korea Securities Depository (KSD) |
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▪︎ Voting Results by Agenda Item |
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Agenda | Details | Approval Rate | Disapproval Rate |
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Agenda Item 1 | Approval of the financial statements (including the statement of appropriation of retained earnings) and consolidated financial statements | 99.4% | 0.6% |
Agenda Item 2 | Appointment of Directors | – | – |
Agenda Item 2-1 | Appointment of Internal Director Dong-Gil Kim | 99.0% | 1.0% |
Agenda Item 2-2 | Appointment of Internal Director Sung-Yong Cho | 99.0% | 1.0% |
Agenda Item 2-3 | Appointment of Internal Director Seung-Taek Lim | 99.0% | 1.0% |
Agenda Item 2-4 | Appointment of Internal Director Won-Sik Jung | 99.0% | 1.0% |
Agenda Item 3 | Appointment of Auditor (Full-time Auditor Byung-Jin Kim) | 96.9% | 3.1% |
Agenda Item 4 | Approval of Director Remuneration Limit | 99.0% | 1.0% |
Agenda Item 5 | Approval of Auditor Remuneration Limit | 99.0% | 1.0% |
▪︎ Dividend Policy and Implementation
Prior to holding the regular general meeting of shareholders, KISCO provides annual announcements of the Board’s dividend decisions through the DART electronic disclosure system. In accordance with the Articles of Incorporation, dividends may be distributed in the form of cash or shares following a resolution by the Board of Directors and approval at the shareholders’ meeting. Payments are made to shareholders within one month after the meeting. KISCO determines its dividends based on a comprehensive review of several factors, including the scale of profits, the need to secure funds for future growth, and the maintenance of a sound financial structure, with the goal of enhancing shareholder value and increasing shareholder returns. KISCO plans to maintain a dividend level that satisfies both internal financial soundness and shareholder expectations by securing competitiveness in its core businesses and generating stable profits. The company continues to pursue a shareholder-friendly dividend policy. Over the past three years, cash dividends have been paid consistently. No differential or interim dividends have been issued. KISCO aims to respect shareholder rights by maintaining appropriate dividend levels. |
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▪︎ Dividend Information |
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KISCO has continued dividend payments to enhance shareholder value, even under challenging business conditions or operational losses. |
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Year | 2024 | 2023 | 2022 | 2021 | 2020 |
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Total Dividends (KRW million) | 2,076 | 2,076 | 2,074 | 2,059 | 2,034 |
Dividend per Share (KRW) | 50 | 50 | 50 | 50 | 50 |
Payout Ratio (%) | 17.05 | – | 27.02 | 11.43 | – |
Dividend Yield (%) | 1.8 | 1.3 | 1.2 | 0.7 | 0.7 |
* For 2020 and 2023, payout ratios are not indicated due to net losses. * Dividend data above is based on actual payments and individual financial statements. |
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▪︎ Code of Ethics
Based on management philosophies such as transparent and fair business practices, compliance-based prosperity, customer respect, prioritizing shareholder interests, and contributing to national and economic growth, KISCO adheres to laws and corporate ethics, fulfills its corporate social responsibilities through ethical business practices, and strives for mutual growth and coexistence with stakeholders such as customers and shareholders. This Code of Ethics is intended to help KISCO employees correctly understand and implement the company’s code of conduct by providing guidelines for decision-making and behavior in ethically challenging situations that may arise during their work. |
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▪︎ Education on Preventing Unfair Trade and Corruption Status. |
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Since 2022, KISCO has initiated unfair trade and anti-corruption education targeting new employees and positions with high relevance to business operations. Expansion of this education to all employees will be sequentially implemented. * In 2024, a total of 22 employees participated in unfair trade and anti-corruption training, with a total of 22 hours completed. |
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▪︎ Code of Ethics |
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All of the executives and employees of KISCO |
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01 | We treat all business activities transparently and fairly in accordance with the company’s top policy. Our company is trusted by shareholders, customers, employees and society. |
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02 | With honesty and integrity as our foremost values, we will be responsible in carrying out our duties. We will pursue a path of prosperity for shareholders, customers, employees and society. |
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03 | Through enterprising and successful corporate activities, we promote continuous management innovation and new technology development. We aim to be a successful company recognized by shareholders, customers, employees, and society. |
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▪︎ Introduction to Ethics Management Activities |
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– New Employee and Position-Based Training – Sexual Harassment Prevention Training – Workplace Bullying Prevention Training – Disability Awareness Improvement Training – Personal Information Protection Training – Unfair Trade and Anti-Corruption Prevention Training – Industrial Safety and Health Training and On-Site Safety Inspections – Operation of Internal Control System through the Internal Accounting Management System – Operation of Grievance Handling Process and Grievance Committee |
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▪︎ Audit Support Organization
KISCO has not established a separate Audit Committee. Instead, one full-time auditor, appointed by the resolution of the shareholders’ meeting, performs audit duties. |
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▪︎ Audit Support Organization Status
Department (team) name |
Number of employees (persons) |
Position (number of years of service) |
Details of major activities |
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Management support | 2 | 1 Team leader, 1 senior (average 20 years of service) |
Support for audit duties related to financial statements, board of directors, and overall corporate management |
▪︎ Status of Audit Education Implementation
Date of Education | Entity Conducting the Education | Participating Auditors | Key Education Content |
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2024.02.05 | Management Strategy Team | Byung-jin Kim | 2024 Management Plan |
2024.9.27 | Audit Committee Forum | Byung-jin Kim | The 1st Regular Forum of 2024 for Auditors and Audit Committee Members |
2024.11.5 | Deloitte Korea | Byung-jin Kim | Effective Domestic and International Disclosure Oversight and Status for the Board of Directors and Audit Committee |