The Board of Directors

Hyosung TNC secures the Board of Directors’ transparent and independent decision-making authority and operates a governance system which enables efficient business management based upon appropriate checks and balances. As the highest decision-making body of the company, the Board of Directors(BOD) reviews and decides on matters required by law or corporate articles of association as well as matters delegated by the general meeting of shareholders. The BOD is also responsible for the review and decision of the foundational principles of business management and its operation aiming to improve interests of all stakeholders including shareholders.

Board

Appointment of the BOD

As of the end of 2019, the BOD consists of 6 directors including 2 standing directors and 4 outside directors, who were appointed as the BOD members on March 21, 2020. Limitations on gender, religion and academic background is banned for the BOD appointment, and candidates are appointed as BOD through a fair process at the general meeting of shareholders. Candidates for standing director are nominated at the BOD and the outside directors are nominated through the Outside Director Candidate Nominating Committee.

Shareholders' Rights to Make Proposals

Shareholders may request 6 weeks prior to the General Meeting of Shareholders(GMS)*, both in written or in electronic document, a certain proposal item to be submitted as a GMS agenda. Shareholders may also request that the proposed item be included in the notice for GMS.
* In case of Annual Meeting of Shareholders, the date of the event in the previous year
A shareholder's proposal can be made by shareholders with a certain level of stake*
* Shareholders who hold no less than 3 percent of the total number of issued and outstanding shares excluding shares without voting rights.
If there is a shareholder’s proposal, the company should report it to the Board of Directors(BOD), and the BOD shall submit this proposal to the GMS, except in cases where the contents of the shareholders’ proposal violate laws or the company’s articles of association and in the cases described below under Article 12 of the Enforcement Decree of the Korean Commercial Act.
1. Where a proposal is resubmitted within three years from the date on which the proposal with the same contents was rejected because it obtained less than 10% of approval at a GMS;
2. Where the proposal concerns a shareholder's personal grievance;
3. Where the proposal concerns a matter that require the shareholders to hold shares in excess of a certain ratio to exercise such minority shareholders' rights;
4. Where the proposal concerns a matter that involves the removal of incumbent director (whose period of service has not expired);
5. Where the proposal concerns a matter that the company is unable to materialize, or is based on an evidently false grounds, or defames a particular person.
If a shareholder's proposal has been made, the shareholder who made the proposal shall, on his/her request, be given an opportunity to explain the proposal at a GMS.
All other matters are subject to Korean Commercial Act or other related laws.

BOD’s Professionality

In the fast-changing business environment where strategic decision-making of the BOD is constantly required for business continuation, professionality and expertise is prerequisite for all board members to make timely and right decisions. At Hyosung TNC, the most highly qualified specialist is in charge of general management of business and takes on full responsible for management as the Managing Director of the BOD. Outside directors, contribute different perspectives to the Board that they bring from their professional background as specialists in finance, legal and public sector as well as provide advice from a objective point of view. Supporting organizations within the company assist outside directors in carrying out their professional duties as the BOD on the board of directors and committees. Prior to the BOD meeting, discussion materials and supplementary materials are provided in advance for a full review, and they also provide presentations of the key issues. In addition, to enhance their understanding of our business, they carry out regular site visits to our key production sites globally, and are provided with key issue updates frequently.

Executive Directors

The registered members have been chosen based on their dates of registration.

Hyun-Joon Cho
- Term of officeMarch 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYES
- Profile
  - Present) Chairman of Hyosung Group
Chi-hyung KimCEO
- Term of officeMarch 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYES
- Profile
  - Past) President of Hyosung Vietnam, Dong-nai
Moon-sun Kim
- Term of officeMarch 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYES
- Profile
  - Present) President of Nylon/Polyester Fiber PU
  - Past) President of Hyosung’s Trkiye spandex subsidiary

Non-executive directors

The registered members have been chosen based on their dates of registration.

Oh Byeong-hui
- Term of office
  March 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYes
- Profile
  - Present) Emeritus Professor of Seoul National University
  - Present) Director of Incheon Sejong Hospital
  - Past) Director of Seoul National University Hospital
Choi Byoung-deok
- Term of office
  March 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYes
- Profile
  - Present) Current member of Dongin Law Firm
  - Past) Former Head of the Judicial Research and Training Institute
Jo In-gang
- Term of office
  March 17, 2022 ~ March 16, 2024
- Possession of liability insuranceYes
- Profile
  - Past) Former Director General of the Capital Market Bureau of the Financial Services Commission
  - Past) Former Standing Auditor of the Korea Credit Guarantee Fund

Activities

Agenda of the Board of Directors Meeting 2022

Agenda of the Board of Directors Meeting 2022
Order	Date	Contents	Result	Attendance of outside directors
3	Mar.19.2022	1. Appointment of CEO 2. Appointment of the Chairman of BOD 3. Appointment of the members of the Independent Director Recommendation Committee 4. Appointment of the members of the Management Committee	Approved	3/3
2	Feb.23.2022	1. Approval of changes in the 4th financial statement (2021) 2. Decisions on the date, time, place, and purpose of the 4th general shareholders' meeting (2021) 3. Report on transactions with the largest shareholder, etc. (2021) 4. Report on the status of operation of the internal accounting management system	Approved	3/3
1	Jan.26.2022	1. Approval of the 4th financial statement and sales reports (2021) 2. Approval of changes in large internal transactions completed in 2022 3. Approval of transactions between the directors, etc. and the Company 4. Approval of the safety and health plan for 2022 5. Report on the status of operation of the internal accounting management system 6. Report on the results of the compliance-related support activities 7. Report on the decisions made by the Management Committee in 4Q 2021	Approved	3/3

Agenda of the Board of Directors Meeting 2021

Agenda of the Board of Directors Meeting 2021
Order	Date	Contents	Result	Attendance of outside directors
6	Oct.29.2021	1. Approval of large-scale internal transactions 2. Approval of transactions between the directors, etc. and the Company 3. Report on major management activities and financial statements in 3Q 2021 4. Report on the decisions made by the Management Committee in 3Q 2021	Approved	3/3
5	Jul.30.2021	1. Approval of provision of collateral to specially related persons 2. Approval of large-scale internal transactions 3. Approval of transactions between the directors, etc. and the Company 4. Report on major management activities and financial statements in 2Q 2021 5. Report on the status of operation of the internal accounting management system in the first half of 2021 6. Report on the evaluation of the status of operation of the internal accounting management system in the first half of 20201 7. Report on the decisions made by the Management Committee in 2Q 2021	Approved	3/4
4	Apr.30.2021	1. Approval of large-scale internal transactions 2. Approval of transactions between the directors, etc. and the Company 3. Report on major management activities and financial statements in 1Q 2021 4. Report on decisions made by the Management Committee in 1Q 2021	Approved	4/4
3	Mar.20.2021	1. Appointment of the members of the Management Committee	Approved	4/4
2	Feb.24.2021	1. Approval of changes in the 3rd financial statement (2020) 2. Decisions on the date, time, place, and purpose of the 3rd general shareholders' meeting (2020) 3. Report on transactions with the largest shareholder, etc. (2020) 4. Report on the status of operation of the internal accounting management system	Approved	4/4
2	Jan.29.2021	1. Approval of changes in the 3rd financial statement (2020) 2. Approval of large-scale internal transactions in 2021 3. Approval of transactions between the directors, etc. and the Company 4. Approval of the safety and health plan for 2021 5. Report on the status of operation of the internal accounting management system 6. Report on the results of the compliance-related support activities 7. Report on the decisions made by the Management Committee in 4Q 2020	Approved	4/4

Agenda of the Board of Directors Meeting 2020

Agenda of the Board of Directors Meeting 2020
Order	Date	Contents	Result	Attendance of outside directors
7	Dec.29.2020	1. Approval of establishment of manufacturing corporation in china(JV) and Investment	Approved	4/4
6	Oct.30.2020	1. Report on the major management activities and financial statements for 3Q 2020 2. Report on the decisions made by the Management Committee in 3Q 2020 3. Approval of large-scale internal transactions 4. Approval of transactions between the directors, etc. and the Company	Approved	4/4
5	Jul.31.2020	1. Report on the major management activities and financial statements for 2Q 2020 2. Report on the status of operation of the internal accounting management system in the first half of 2020 3. Report on the evaluation of the status of operation of the internal accounting management system in the first half of 2020 4. Report on decisions made by the Management Committee in 2Q 2020 5. Approval of large-scale internal transactions 6. Approval of trade in goods and services with affiliates in 4Q 2020	Approved	4/4
4	Apr.29.2020	1. Appointment of the Compliance Officer 2. Report of resolutions passed in the Management Committee in 1Q, 2020	Approved	4/4
3	Mar.21.2020	1. Appointment of the Representative Director 2. Appointment of the chairperson of the Board of Directors 3. Appointment of the members of the Independent Director Recommendation Committee 4. Appointment of the members of the Management Committee	Approved	4/4
2	Feb.26.2020	1. Approval of changes in financial statement for 2019 2. Decision on the date/hour, place, and objects of the second (2019) periodic GMoS 3. Report on the evaluation of status of operation of the internal accounting management system 4. Report on the details of transactions with the largest shareholder, etc. 5. Reprot on appointment of external auditor	Approved	4/4
1	Jan.31.2020	1. Approval of financial statements and annual report for 2019 2. Approval of details of transactions with the largest shareholder, etc. 3. Approval of transactions between the directors, etc. and the Company 4. Report on the status of operation of the internal accounting management system 5. Report on the results of the compliance-related support activities 6. Report on the decisions made by the Management Committee in 4Q 2019	Approved	4/4

Agenda of the Board of Directors Meeting 2019

Agenda of the Board of Directors Meeting 2019
Order	Date	Contents	Result	Attendance of outside directors
5	Oct.30.2019	1. Approval of large-scale internal transactions 2. Approval of transactions between the directors, etc. and the Company 3. Report on major management activities and financial statements 4. Report on the status of operation of the internal accounting management system in the first half of 2019 5. Report on the evaluation of the status of operation of the internal accounting management system in the first half of 2019 6. Report on the decisions made by the Management Committee in 3Q 2019	Approved	4/4
4	Jul.31.2019	1.Report on the major management activities and financial statements for 2Q 2019 2. Report on the decisions made by the Management Committee in 2Q 2019	N/A	4/4
3	Apr.26.2019	1. Approval of large-scale internal transactions 2. Approval of transactions between the directors, etc. and the Company 3. Report on major management activities and financial statements 4. Report on decisions made by the Management Committee in 1Q 2019	Approved	4/4
2	Feb.27.2019	1. Approval of changes in financial statement for 2018 2. Approval of amendment to the Articles of Incorporation 3. Decision on the date/hour, place, and objects of the first (2018) periodic GMoS 4. Report on the evaluation of status of operation of the internal accounting management system	Approved	4/4
1	Jan.30.2019	1. Approval of financial statement for 2018 2. Approval of annual report for 2018 3. Approval of details of transactions with the largest shareholder, etc. 4. Approval of transactions between the directors, etc. and the Company 5. Approval of amendment to the BoD Operating Regulations 6. Approval of amendment to the Audit Committee Regulations 7. Report on the amendment to the internal accounting management system regulations 8. Report on the status of operation of the internal accounting management system 9. Report on the results of the compliance-related support activities 10. Report on the details of transactions with the largest shareholder, etc. 11. Report on the decisions made by the Management Committee in 4Q 2018	Approved	4/4

Agenda of the Board of Directors Meeting 2018

Agenda of the Board of Directors Meeting 2018
Order	Date	Contents	Result	Attendance of outside directors
3	Oct.31.2018	1. Report of major managerial activities and financial statements 2. Report of resolutions passed in the Management Committee on the 3rd quarter of 2018 3. Approval of large-scale internal trading 4. Approval of transactions between directors, etc. and the company	Approved	4/4
2	Aug.3.2018	1. Report of major managerial activities and financial statements 2. Report of the operation situation and evaluation of the Internal Accounting Control System 3. Report of resolutions passed in the Management Committee in June, 2018 4. Approval of large-scale internal trading 5. Approval on appointment of manager	Approved	4/4
1	Jun.01.2018	1. Report of the matters of establishment and the approval of announcement for substituting inaugural general meeting 2. Appointment of the Representative Director 3. Appointment of the chairperson of the Board of Directors 4. Appointment of the members of the Independent Director Recommendation Committee 5. Appointment of the members of the Management Committee 6. Appointment of the Compliance Officer 7. Appointment of the Transfer Agent 8. Establishment of the head office and branches 9. Establishment of company regulations 10. Approval of transactions between directors, etc. and the company 11. Approval of transactions between the largest shareholder, etc. and the company	Approved	4/4