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Governance Story

The Board of Directors plays a central role in ensures SK innovation's
responsible management business conduct.

“ SK innovation established a governance structure at the global level to accelerate ESG management and declared its will to implement responsible management driven by the board of directors by strengthening the authorities and roles of the board of directors. ”

BOD-driven management

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.

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Article of Incorporation Corporate Governance Charter
Bylaws of the Board of Directors Committee Regulation HR Evaluation and Remuneration Committee
Audit and Corporate Compliance Committee
Strategic Planning Committee
ESG Committee
Outside Directors' Code of Ethics Detail view Comparison with Best Governance Practices Code Detail view
Independence of Director Guidelines Detail view Board Diversity Guidelines Detail view

Reforming committees to strengthen the authorities
of the board of directors

SK innovation reformed its subcommittee under the BOD to have 4 subcommittees:
HR Evaluation and Compensation Committee, Audit and Corporate Compliance Committee,Future Strategy Committee and ESG Committee.
CommitteeHR Evaluation and Compensation Committee

HR Evaluation and Compensation Committee establishes CEO evaluation policies, confirms evaluation results and determines the compensation criteria and level. In addition, it determines whether to reappoint the CEO or not, and make a decision across the whole process of selecting CEO candidates and deciding the CEO finally and its final opinion is delivered to the BOD. Independent directors establish fair and transparent independent director recommendation process and participate in the whole process of selecting directors to make sure that independent directors with expertise and capabilities are appointed.

CommitteeStrategic Planning Committee

Strategic Planning Committee establishes the corporate vision and mid to long-term strategy and relevant business strategies and CEO KPIs and presents it to the BOD.

CommitteeAudit and Corporate Compliance Committee

The Audit and Corporate Compliance Committee establishes the management direction and system achieve global compliance such as anti-corruption, fair trade and inside trading and conducts regular and ad-hoc monitoring. In addition, the Audit Office, which was under the CEO, was reorganized to be under the Audit and Corporate Compliance Committee. By retaining the right to appoint and dismiss the chief of the audit office, the Audit and Corporate Compliance Committee performs the role of a control tower related to compliance.

CommitteeESG Committee

The roles and authorities of each committee was re-organized. ESG Committee establishes ESG strategic direction of the company and conducts performance monitoring regularly. The committee conducts preliminary and post risk assessment related to ESG for all agenda decided at the BOD and provides an opinion to make sure that the BOD can make a decision according to ESG performance management procedure.

Principle of Independence, Professionality and Diversity

Furthermore, the BOD members consist of 62.5% of independent directors. The independent Director's Council holds regular meetings and discussions, serving as the foundation for independent decision-making. Chairman, an independent director hold the position of appointed director as well and appointed independent director is appointed only when inside director is appointed as chairman.

Appointed independent director leads the Independent Directors’ Council and
plays the role of collecting opinion of independent directors and delivering it to the BOD or the management.

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