GOVERNANCE
▪︎ Shareholding Status
| As of December 31, 2022, the number of issued shares of KISCO was 41,616,365. This includes shares held by Kim Heung-joon, CEO of our largest shareholder and related parties. |
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▪︎ Protection of Shareholder Rights
| Papers issued for the general shareholders’ meeting are posted not only on the electronic disclosure system operate by the Financial Supervisory Service of the Korea Exchange but also on the company’s website. Shareholders’ opinions are collected and voting rights exercised by attending the general shareholders’ meeting in person or submitting a power of attorney. Information about shareholders, such as the stock status and dividends for the last three years of KISCO, can be found in the disclosure documents on the electronic disclosure system and on the company’s website. |
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▪︎ Composition of the KISCO board
| As of December 31, 2022, the Board of Directors of KISCO consists of six, full-time internal directors and two external directors. The board of directors determines the main policies of the company’s overall management. The CEO serves as the chairman of the board. When electing directors, the personal information of director candidates is disclosed before the general meeting of shareholders. In general, director candidates are recommended by the board of directors and appointed after approval at the general meeting of shareholders. |
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| Designation | Name | Title | Appointment Date | Work ending date |
|---|---|---|---|---|
| Internal Director | Heung-joon Kim | Chairman and CEO | 2021.3.26 | 2024.3.26 |
| Internal Director | Dong-gil Kim | Honorary Chairman | 2022.3.25 | 2025.3.24 |
| Internal Director | Sung-yong Cho | President and CEO | 2022.3.25 | 2025.3.25 |
| Internal Director | Joon-young Park | Director and CFO | 2020.3.20 | 2023.3.24 |
| Internal Director | Jung Won-sik | Executive Vice President | 2022.3.25 | 2025.3.25 |
| Internal Director | Lim Seung-taek | Executive Vice President | 2022.3.25 | 2025.3.25 |
| External director | Jin-kyun Lee | External director | 2021.3.26 | 2024.3.26 |
| External director | Jin-sik Shin | External director | 2021.3.26 | 2024.3.26 |
| auditor | Byung-jin Kim | auditor | 2022.3.25 | 2025.3.25 |
| * The above board composition was written as of December 31, 2022. However, due to the resignation of outside director Shin Jin-sik on February 22, 2023, – Mr. Choi Jae-hak was newly appointed as an outside director at the regular shareholders’ meeting scheduled held on March 24, 2023. |
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▪︎ Current status of the board of directors (2022 based)
| ▪︎ board meetings: 14 times, 14 agendas were reviewed and resolved ▪︎ current attendance rate of board of directions: average 99%, internal directors 100%, external directors 93% |
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| Meeting numbers | Date | Resolution content | Approval status |
|---|---|---|---|
| 1 | 2022.02.16 | Approval of Separate Financial Statements for the 45th Fiscal Year and Resolution on Cash Dividends | Approved |
| 2 | 2022.02.16 | Approval of Consolidated Financial Statements for the 45th Fiscal Year | Approved |
| 3 | 2022.03.07 | Report on Occupational Health and Safety Plan | Approved |
| 4 | 2022.03.08 | Resolution on Convening the 45th Regular Shareholders’ Meeting and Introducing Electronic Voting System | Approved |
| 5 | 2022.03.09 | Issuance of New Shares due to Exercise of Stock Purchase Rights | Approved |
| 6 | 2022.03.25 | Convening the 45th Regular Shareholders’ Meeting | Approved |
| 7 | 2022.03.25 | Proposal to Cancel Stock Purchase Rights | Approved |
| 8 | 2022.03.25 | Proposal to Cancel Stock Purchase Rights | Approved |
| 9 | 2022.05.10 | Issuance of New Shares due to Exercise of Stock Purchase Rights | Approved |
| 10 | 2022.10.04 | Amendment to Investment Details and Amount in Iksan Industrial Complex | Approved |
| 11 | 2022.10.05 | Report on KISCO’s ESG Major Issues and Non-Financial Risks Review | Approved |
| 12 | 2022.11.22 | Proposal to Extend Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANHAI) CO LTD | Approved |
| 13 | 2022.11.28 | Report on KISCO’s Management of Air Pollutants | Approved |
| 14 | 2022.12.13 | Proposal for New Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANHAI) CO LTD | Approved |
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▪︎ Status of Education for Outside Directors
| Date of Education | Entity Conducting the Education | Outside Directors in Attendance | Reason for Absence | Key Educational Contents |
|---|---|---|---|---|
| 2022.2.6 | Management Strategy Team | All Outside Directors | 2022 Management Plan | |
| 2022.3.28 | Management Support Team | All Outside Directors | Best Practices for Internal Accounting Control System |
▪︎ Ethics and Compliance Management
| KISCO regards ethical and compliance management as the top priority in corporate management and strives to conduct business in a transparent, fair and rational manner. We have enacted a Code of Ethics and use them as the basis for decision-making and evaluation of all employees. |
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▪︎ Code of ethics for all Employees of KISCO
| The “Code of Ethics” aims to provide decision-making criteria and guidelines for actions in ethical conflict situations that may arise during work processes, enabling KISCO employees to understand and practice ethical principles correctly. Based on the management philosophy of transparent and fair business activities, coexistence and prosperity through lawful management, respect for customers, emphasis on shareholder interests, and the activation of the nation and the economy, we strive to fulfill corporate social responsibility through proper business activities and make efforts to coexist and thrive with stakeholders such as customers and shareholders while adhering to laws and corporate ethics. |
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| ▪︎ Education on preventing unfair trade and corruption status. |
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| Since 2022, KISCO has started providing education on preventing unfair trade and corruption, initially targeting new employees and job positions with high relevance. Starting from 2023, this education will be gradually expanded to all employees.
* In 2022, 18 employees received education on preventing unfair trade and corruption, with a total training time of 18 hours. |
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▪︎ Audit Support Organization
| The Company does not set up a separate audit committee, and one auditor appointed by the resolution of the general shareholders’ meeting is conducting audit work. |
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| ▪︎ Audit Support Organization Status |
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| Department (team) name |
Number of employees (persons) |
Position (number of years of service) |
Details of major activities |
|---|---|---|---|
| Management support | 2 | Team leader 1, senior 1 (average 18 years of service) |
Support for the performance of audit duties related to overall management, such as financial statements and boards of directors. |