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.
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.
|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|
|Outside Directors' Code of Ethics||Detail view||Comparison with Best Governance Practices Code||Detail view|
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.
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.
The Audit 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 Committee. By retaining the right to appoint and dismiss the chief of the audit office, the Audit Committee performs the role of a control tower related to compliance.
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.
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.
The outside directors of SK inc. declare to define and fulfill indicators, and to work toward them with pride and a sense of duty.
01 As independent directors, we recognize the importance of the functions and roles of the Board of Directors of SK inc. and affirm that the Board of Directors is the highest-level decision-making body.
02 We will exert our utmost effort to contribute to the sound development and increase of the corporate value of SK inc. by observing principles and ensuring transparent management.
03 We do not seek personal interests and will not be swayed by stakeholders while paying careful attention to prevent any event that might undermine the corporate value of SK inc.
04 We develop the operation of the Board of Directors, based on a full sense of responsibility and sincerity as well as mutual trust and cooperation, to create a vibrant culture in the Board of Directors of SK inc.
August 20, 2004 Outside Directors of SK inc. Jo Sun, Han Yeong-seok, Park Ho-seo, Nam Dae-u, O Se-jong, Kim Tae-yu, Seo Yun-seok
※ This "Outside Directors' Code of Ethics" was enacted in a meeting of outside directors of SK inc. in 2004 before the reorganization into a holdings system took place.
|Enactment of employees' code of ethics||채택|
|Separation of CEO and Chairman of the Board of Directors||채택|
|Composition of the Board of Directors (a majority of outside directors)||채택||Independent directors’ share of 71.4% (5 Independent directors, 1 Executive director, 1 Non-Executive director)|
|Holding regular meetings of the Board of Directors||채택||At least once a month|
|Prior provision of information on the directors before holding a meeting of the Board of Directors||채택||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||채택||Regulations for the Board of Directors, HR Evaluation and Remuneration Committee, Audit Committee, Strategic Planning Committee, and ESG Committees|
|Committee operation for the fair recommendation of director candidates||채택||Operation of HR Evaluation and Remuneration Committee|
|Establishing special committees under the Board of Directors||채택||
|Announcement of the Board of Directors' activities, attendance rate, and pros and cons about major agendas||채택|
|Subscription to liability insurance for directors at the company's expense||채택||Subscription to liability insurance for employees (annual renewal)|
|Operation of a meeting attended only by outside directors||채택||Operation of an outside directors meeting|
|Evaluation of the Board of Directors' activities||채택|
|Composition of Audit Committee (all outside directors)||채택||Three outside directors (including financial and accounting experts)|
|Audit Committee held at least once a quarter||채택|
|Independence of external auditors||채택||Review and approval of Audit Committee for external auditors|
|Verification of accuracy of business reports||채택||Verification by CEO and responsible employees|
|* Governance evaluation rating: B+ (CGS, 2015)|