GOVERNANCE
▪︎ Shareholding Status
| As of December 31, 2023, the issued shares of KISCO amounted to 14,000,643 shares, and the ownership ratio of major shareholders, including CEO Kim Heung-Jun and related parties, is 33.64%. |
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▪︎ Protection of Shareholder Rights
| KISCO provides notification of shareholders’ meetings through not only the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange but also updates the announcements simultaneously on the company website’s electronic bulletin board. Moreover, to directly listen to and reflect shareholders’ opinions, it informs that shareholders can exercise their voting rights by attending the shareholders’ meeting in person or submitting proxies, rather than through proxy solicitation by institutions like the Korea Securities Depository. The company introduced an electronic voting system in the 47th regular shareholders’ meeting held in 2024 to strengthen shareholders’ voting rights. Shareholder-related information such as KISCO’s stock status, dividends for the past three years, and dividend policy can be found on the electronic disclosure system and the company 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 | 의장 |
|---|---|---|---|---|---|
| Internal Director | Heung-joon Kim | Chairman and CEO | 2021.3.26 | 2024.3.26 | Chairman of the Board of Directors |
| Internal Director | Dong-gil Kim | Honorary Chairman | 2022.3.25 | 2025.3.25 | |
| 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 Lee¹﹚ | External director | 2021.3.26 | 2024.3.26 | |
| External director | Jae-hak Choi | External director | 2023.3.24 | 2026.3.26 | |
| auditor | Byung-jin Kim | auditor | 2022.3.25 | 2025.3.25 |
| * The above composition of the board of directors is as of December 31, 2023. 1) On March 26, 2024, due to the expiration of the term of office of external director Lee Jin-Gyun on March 22, 2024, a new external director, Lee Sang-Yeong, was appointed with the consent of the shareholders at the regular shareholders’ meeting. |
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▪︎ Current status of the board of directors (2023 based)
| ▪︎ Board meetings: 10 times, 14 agendas were reviewed and resolved ▪︎ Current attendance rate of board of directions: average 100%, internal directors 100%, external directors 100%. |
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| Meeting numbers | Date | Resolution content | Approval status |
|---|---|---|---|
| 1 | 2023.02.07 | Matters related to reporting on the safety and health work plan | Approved |
| 2 | 2023.02.09 | Decision on the Approval of Separate Financial Statements for the 46th Fiscal Year and Cash Dividend Resolution | Approved |
| 3 | 2023.02.09 | Decision on the Approval of Separate Financial Statements for the 46th Fiscal Year | Approved |
| 4 | 2023.02.21 | Report on the Effects of Establishing an Eco-friendly, Low-carbon Factory System related to KISCO’s ESG | Approved |
| 5 | 2023.03.08 | Holding the 46th Regular Shareholders’ Meeting | Approved |
| 6 | 2023.03.24 | Matter concerning the Cancellation of Stock Purchase Options | Approved |
| 7 | 2023.03.24 | Matter concerning the Cancellation of Stock Purchase Options | Approved |
| 8 | 2023.03.24 | Holding of the 46th Regular Shareholders’ Meeting | Approved |
| 9 | 2023.10.12 | Selection of Major ESG Issues for KISCO and Report on Non-financial Risk Assessment | Approved |
| 10 | 2023.12.07 | Report on KISCO’s ESG Activities to Reduce Energy (Utility) Usage | 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 |
|---|---|---|---|---|
| 2023.02.06 | Management Strategy Team | All Outside Directors | 2023 Management Plan | |
| 2023.12.20 | Law Firm Yulchon | All Outside Directors | Global Trends in Strengthening Climate Change Regulations and Corporate Response Strategies |
▪︎ 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 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 2023, 17 employees attended unfair trade and anti-corruption education for a total of 17 hours. |
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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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| – Training for new employees and by job level – Sexual harassment prevention training – Workplace bullying prevention training – Disability awareness improvement training – Personal information protection training – Unfair trade practices and anti-corruption training – Industrial safety and health training and on-site safety inspections – Operation of internal control systems through internal accounting management systems – Operation of grievance handling processes and grievance committees |
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▪︎ Audit Support Organization
| The company does not have a separate audit committee. One full-time auditor appointed by a resolution of the shareholders’ meeting performs the 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 |
|---|---|---|---|
| Management support | 2 | Team leader 1, senior 2 (average 19 years of service) |
Support for the performance of audit duties related to overall management, such as financial statements and boards of directors. |
▪︎ Status of Audit Education Implementation
| Date of Education | Entity Conducting the Education | Participating Auditors | Reason for Non-Attendance | Key Education Content |
|---|---|---|---|---|
| 2023.02.06 | Management Strategy Team | Byung-jin Kim | 2023 Management Plan | |
| 2023.12.14 | Audit Committee Forum | Byung-jin Kim | Roles and Responsibilities of Internal Audit and the Audit Committee |