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Corporate governance

The Board of Directors ensures transparent management.

Preamble

SK innovation Co., Ltd. (“SKI”) will achieve its ultimate goal of sustained progress by maintaining stability and growth. Furthermore, it will create value for its customers, SK People and shareholders, thereby contributing to social and economic development and human well-being.

SKI aims to upgrade its corporate value so as to create shareholder value and grow along with the wider community through the creation of social values in addition to facilitating economic prosperity. SKI will make a consistent effort to find a balance between the happiness of stakeholders and consider both their present and future happiness to promote long-term sustainability.

SKI acknowledges that establishing a sound and transparent governance structure in order to realize such management philosophy is of utmost importance. Therefore, SKI sets forth this “SK innovation Co., Ltd. CORPORATE GOVERNANCE GUIDELINES” as follows and aims to establish a world class governance structure.


Chapter 1. Shareholders

Article 1. Rights of shareholders

① The shareholders will have the basic rights as the shareholders based on the shareholders’ rights.

② Any matters bringing significant changes to the shareholders’ rights will be determined at the general meeting of shareholders toward ensuring the shareholders’ rights to the maximum extent possible.

③ SKI will provide the shareholders sufficiently in advance with adequate information on the date, time, place and the list of agenda to be dealt with at the general meeting of shareholders, and the date, time and place of the general meeting of shareholders will be determined to ensure that as many shareholders as possible attend the meeting.

④ The shareholders may propose the agenda to the general meeting of shareholders in accordance with relevant laws and regulations, and may question or demand explanation on the agenda at the general meeting of shareholders.

⑤ ⑤ SKI will consider ways to enable the shareholders to easily exercise their voting rights.

Article 2. Fair Treatment of Shareholders

① Each shareholder will have one (1) vote for each common share registered in his or her name, and the fundamental rights of the shareholders will not be violated. In addition, any restriction on voting rights of certain shareholders will be imposed strictly in accordance with the relevant laws and regulations.

② The shareholders will receive any necessary information from SKI timely, sufficiently and fairly, and SKI will ensure that even such information for which SKI has no obligation to disclose be made available to all shareholders fairly.

③ The shareholders will be protected from unfair insider trading or self-dealings of other shareholders including the controlling shareholders.

Article 3. Responsibilities of Shareholders

① Each shareholder will endeavor to exercise his/her voting rights proactively for the development of SKI by acknowledging that his/her exercise of voting rights can affect the management of SKI.

② The controlling shareholders who have influence on the management of SKI will act in the best interests of SKI and all shareholders, and will bear any corresponding liabilities in the event SKI and the other shareholders sustain damages due to any act contrary thereto.

Chapter 2. Board of Directors

Article 4. Roles of the Board of Directors

① The Board of Directors will make managerial decisions and supervise the management of SKI.

② The Board of Directors may delegate its authority to the CEO or the committees under the Board of Directors to the extent permitted under the relevant laws, regulations and the articles of incorporation.

Article 5 Composition of the Board of Directors and Election of Directors

① The Board of Directors will be comprised of such size to enable effective and smooth discussions and decision-making, and will be comprised of a sufficient number of directors to ensure that the committees under the Board of Directors are activated.

② The Board of Directors will have independent directors who can function independently from the management and the controlling shareholders, and such independent directors will form the majority of the Board to preserve its independence.

③ The Board of Directors will be comprised of competent directors with expertise who can contribute to the management of SKI, and the term of directors will be guaranteed unless any special grounds exist otherwise.

④ SKI will ensure that the shareholders exercise their voting rights with adequate time to consider sufficient information on the director candidates.

Article 6. Independent Directors

① Independent directors will not have any significant interest in SKI through business contracts, transactions, etc. above a certain level, and will be capable of making decisions independent of the management and the controlling shareholder(s).

② In selecting candidates for independent directors, consideration will be given to the selection criteria such as professionalism, commitment, management mind, independence, reputation in society, integrity and diversity.

③ Independent directors may request for information necessary for the performance of their duties to SKI, and SKI will provide sufficient information necessary for their performance of duties to independent directors.

④ If necessary for the performance of their duties, independent directors may request for assistance from the directors, officers, employees or outside experts in accordance with appropriate procedure, and SKI may fund any costs or expenses required for the same.

⑤ Independent directors will devote sufficient time to perform their duties.

Article 7. Procedures of the Board of Directors

① The Board of Directors will hold the board meeting once every month in principle, and may hold a special board meeting when necessary.

② The authority, responsibilities and operating procedures of the Board of Directors will be stipulated in by-laws for the smooth operation of the Board of Directors.

③ SKI will write the minutes of every board meeting and maintain such minutes.

④ SKI will disclose the details of the activities of individual directors, including each director’s attendance rate at the board meeting and yeas and nays of each director on any major agenda subject to public disclosure.

⑤ The directors may participate in the board meeting through means of remote communication if necessary.

Article 8. Committees

① SKI will establish and operate under the Board of Directors the committees comprised of adequate number of members to perform certain roles and functions.

② A chairperson of each committee will be selected among independent directors to the extent possible, and a majority of the committee members will be comprised of independent directors.

③ Other matters regarding the composition, operation and authorities of each committee will be stipulated in the committee charter.

④ Each committee will be composed of directors with appropriate expertise, and will utilize such expertise to review the resolution items in advance and report the result of its review to the Board of Directors.

Article 9. Duties of Directors

① The directors will perform their duties with the duty of care as a prudent manager. The directors will make reasonable decisions based on sufficient information by devoting time and effort.

② The directors will always seek to achieve results for the best interests of SKI and its shareholders, and will not exercise their authorities for their own interests or those of any third party.

③ The directors may not divulge or use for their own interests or those of any third party any confidential information of SKI acquired during the performance of their duties.

Article 10. Responsibilities of Directors

① The directors may indemnify SKI in the event they violate the relevant laws, regulations or the Articles of Incorporation, or neglect their duties, and the directors may also indemnify any third party in case of bad faith or gross negligence on their part.

② The managerial decisions of directors will be respected as long as they fulfilled their duty of care as prudent managers and their duty of loyalty.

③ SKI will purchase liability insurance for the directors at its expense in order to deal with claims of liabilities against the directors and to recruit competent persons as directors.

Article 11. Evaluation and Compensation

① The managerial activities of the management will be fairly evaluated, and SKI will disclose the compensation and standards of compensation in accordance with the laws and regulations.

② Compensation of directors will be carried out within the scope approved by the general meeting of shareholders.

Chapter 3. Audit Institutions

Article 12. Audit Committee

① The Audit Committee will consist of three (3) or more independent directors to maintain independence, and at least 1 (one) or more of the Committee members will be the accounting or financial experts as specified in the relevant laws and regulations.

② The Audit Committee will carry out the accounting audit and operating audit of SKI in accordance with the relevant laws, the articles of incorporation and the by-laws of Board of Directors, and will deal with matters delegated by the Board of Directors.

③ The Audit Committee may freely access any information necessary for conducting the audit, and may request for advice from outside institutions and experts, if necessary, at the expense of SKI.

④ The Audit Committee will be held at least once every quarter in principle, and may hold additional committee meeting when necessary, and may allow the relevant officers or external auditor to attend.

⑤ The Audit Committee will write the minutes for all of its meetings.

Article 13. External auditor

① The external auditor will be selected by the Audit Committee, and its independence will be substantially guaranteed.

② SKI may engage the external auditor to participate in the general meeting of shareholders and provide explanation if the shareholders have any question on the audit report.

③ SKI will engage the external auditor to confirm if there is any inconsistency between the audit result including the audited financial statements and regularly disclosed information.

④ SKI will engage the external auditor to identify during the audit any misconduct or unlawful act committed by SKI.

⑤ SKI will engage the external auditor to review sustainability of SKI as required under the relevant laws and regulations.

⑥ SKI will engage the external auditor to report to the Audit Committee any important matters confirmed during the performance of its duties.

Chapter 4. Stakeholders

Article 14. Protection of Rights of Stakeholders

① SKI will endeavor to ensure happiness of stakeholders, consider the importance of social responsibility and endeavor to enhance social value as well as economic value.

② SKI will uphold the rights of SK People and enhance their quality of life.

③ SKI will establish a joint labor-management council with its members and endeavor to promote cooperation as stipulated in the relevant laws and regulations.

④ SKI will pursue the fairness in market and seek balanced development of the national economy.

⑤ SKI will comply with the creditor protection procedure with respect to matters having significant influence on the status of creditors, such as merger, capital reduction, or spin-off.

⑥ In case the stakeholders concurrently hold the position of shareholders, their rights as stakeholders and shareholders will be protected and exercised respectively

Article 15. Code of Ethics

① SKI will establish and announce the Code of Ethics.

② In order to create value for various stakeholders and to play a key role in social and economic development and to implement management that contributes to human well-being, SKI adopts the Code of Ethics as a criterion of decision making and action in all management activities.

Chapter 5. Management Monitoring by the Market

Article 16. Disclosure

① SKI will disclose any matters those required to be disclosed under the relevant laws and regulations promptly. In addition to the legal requirements, SKI will disclose any matters that may have significant influence on the decision-making of the shareholders and stakeholders.

② Upon determination of important matters other than those subject to regular disclosure, SKI will timely and accurately disclose such matters.

③ SKI will endeavor to prepare the disclosure to be easily available and comprehensible to the stakeholders.

④ SKI will designate an officer in charge of disclosure, and will establish an internal information delivery system through which SKI’s important information can be delivered swiftly to the officer in charge of disclosure.

⑤ CEO and the officer in charge of disclosure will certify the accuracy and integrity of the financial reports.

Article 17. Management Rights

① Any act resulting in a change of management rights to SKI such as acquisition, merger, spin-off, or substantial business transfer will be carried out in accordance with a fair and transparent procedure.

② SKI’s defense of its managerial rights will not be carried out by sacrificing the interests of SKI and the shareholders in order to maintain the managerial rights of certain shareholders or the management.

③ SKI will ensure that any shareholder who expressed opposition to any important structural change such as merger or substantial business transfer will be entitled to exercise his/her claims for stock purchase based on the fair value reflecting the actual value of his/her interest as stipulated in the relevant laws and regulations.

◆ Table of the history of establishment/amendment of the SK Innovation Co., Ltd.

∙ CORPORATE GOVERNANCE GUIDELINES

발행주식 현황(2017년.12.31기준)(표)입니다. 이 표는 구분(기명식), 종류, 발행주식수, 액면가액총액에 대한 정보를 확인할 수 있습니다.
History of Establishment /Amendment Note
2018. 5. 28 Establishment (Resolution, The 6th Board Meeting in 2018)