Overview

Our Board of Directors guarantees transparent governance.

Fully aware that our independent and transparent governance is the key to higher corporate value and greater happiness for stakeholders, we work incessantly to further improve our governance approach.

Our goals for corporate governance

Responsible Management driven by the Board of Directors

The Board of Directors is the supreme body that makes key decisions regarding SK hynix including its key business goals and management principles. The Board always endeavors to ensure that a transparent business environment is created through better governance.
Based on full independence and greater expertise over business management, the Board pushes for responsible decision making and activities such that it can ensure greater happiness for stakeholders and more robust trust from the investment market.

Board of Directors for greater independence

SK hynix ensures that its independent directors who participate in key decision making are fully independent from the management team and shareholders in accordance with the laws and regulations of the jurisdiction in which it operates and its internal bylaws. It also ensures that its independent directors are fully eligible under the applicable law and are appointed by the shareholders’ meeting without regard to any discrimination, whether by nationality, gender, religion, race or otherwise.

Out of a total of ten board members, six are independent directors, constituting over 60% of the Board of Directors. By appointing an independent director as the Chairperson of the Board, the Company has further enhanced the independence of its decision-making process.

Fair and transparent process for the appointment of independent directors

For the election of independent directors, we have a pool of highly professional figures who we think are fit for our long term growth plan. The nominating committee selects candidates for the posts from the pool, who they determine have profound experience and professional knowledge in the industry, finance, legal matters, and/or accounting.
The Board of Directors ensures i) that it has representation from a wide range of stakeholders by ensuring that only those who have complete independence and proven expertise have seats in the Board and ii) that the company’s business management and decision making fully take into account social values and ESG. It also ensure that any applicable law is fully complied with if such a law stipulates that a person who represents minor shareholders be nominated for the Board.

Senior independent directors and the board of independent directors

We were one of the first companies to adopt an independent director system before it was even legalized in an effort to ensure business management driven by the Board of Directors and its full independence. We also have an executive committee consisting only of independent directors that is responsible for reviewing agenda and other key business issues to be addressed at the Board meeting.

Greater expertise for the Board of Directors

Highly diversified board committees

For the Board of Directors to be run more strategically, we have committees under the Board that are responsible for deciding on, or reviewing, businesses for the Board for greater professionalism and objectivity. Many committees operate under the Board where the Board members can engage in the company’s business management and supervision of the management team based on their expertise.

  • A board of inspection
  • A council for recommending candidates for independent directors
  • Sustainability Management Committee
  • Compensation Committee

Programs for greater expertise in the Board of Directors

To help our independent directors, who play a crucial role in our responsible management as driven by the Board of Directors, have better insight, we offer a wide range of internal/external training programs and workshops. This allows them to have a better understanding of our business management and to sharpen their expertise while interacting more with the management team over business issues. In particular, we provide regular risk-related trainings more than twice a year to reinforce our oversight related to risk management.

Programs for greater expertise in the Board of Directors

Training date In charge of training Attending independent directors Reason for absence Main content of training
2025-03-21 Board of Directors Secretariat All members of independent directors
(Ha Yung-Ku, Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

2025 Governance Workshop

  • Reviewing the Board’s 2024 activities and discussing the 2025 operating plan
2025-04-09 Board of Directors Secretariat All members of the Audit Committee
(Yang Dong-Hoon, Han Ae-Ra, Kim Zeong-Won)
-

Audit Committee Workshop

  • Understanding the internal accounting control system
  • Current status of SK hynix’s consolidated internal accounting operations
  • Mandatory adoption of new evaluation and reporting standards
  • Advancement of AI/DT-based audit support infrastructure
  • FY 2024 external audit debrief
  • FY 2025 audit plan
  • Role of the Audit Committee within the internal accounting control system
  • ESG trends
2025-04-18 SK SUPEX Council Han Ae-Ra Training for specific independent directors

Group Board Chairs Workshop

  • Discussions on strengthening execution under Board 2.0 and related topics
2025-04-21 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

1st 2025 Independent Directors’ Meeting

  • SK hynix’s technological competitiveness and future technology development strategy
2025-04-25 SK SUPEX Council Jeong Deog-Kyoon Training for specific independent directors

Group Workshop for Newly Appointed Independent Directors

  • Dialogue with incumbent independent directors
2025-05-19 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

2nd 2025 Independent Directors’ Meeting

  • The future of SK hynix’s memory solutions
2025-05-23 Samjong KPMG Audit Committee Institute (ACI) Yang Dong-Hoon Training for specific audit committee members

12th Advanced Auditor Program (AAP)

2025-05-28 ESG Planning / Climate Strategy All members of the Sustainability Management Committee
(Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul)
-

ESG Management Committee

  • Progress of the 2025 Carbon Management Committee
  • Review of mid to long term PRISM targets
  • Overview of the domestic power market and the company’s policy direction
  • Report on publication of the 2025 Sustainability Report
2025-05-30 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

2025 Tech Insight Workshop

  • HBM and next-generation SK hynix leadership
  • Advanced semiconductor technologies and changes in the industry landscape
2025-06-19 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

2025 Revised Business Plan Workshop

2025-07-01 Samjong KPMG Audit Committee Institute (ACI) Yang Dong-Hoon, Kim Zeong-Won Training for specific audit committee members

11th ACI Seminar

  • Considerations for the Board of Directors and the Audit Committee in preparation for sustainability disclosure
2025-07-21 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

3rd 2025 Independent Directors’ Meeting

  • Manufacturing operations overview and key challenges
2025-08-18 Icheon Forum Secretariat Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul -

2025 Icheon Forum

  • Understanding the macro environment and driving AI/DT transformation
2025-09-03 Board of Directors Secretariat All members of the Sustainability Management Committee
(Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul)
-

2025 Sustainability Management Committee Workshop

  • Risk management paradigm
  • Global sustainability disclosure regulatory trends, and the roles and responsibilities of the Board of Directors required under mandatory disclosure standards
  • Clean energy trends and their impact on SK hynix
  • Overview and trends of Scope 3 greenhouse gas emissions
2025-09-22 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

4th 2025 Independent Directors’ Meeting

  • Corporate Center operations overview
2025-10-21 Samjong KPMG Yang Dong-Hoon Training for specific audit committee members

2nd 2025 Audit Committee Forum (ACF)

  • The evolving business environment and the role of the Audit Committee
2025-11-03 SK Telecom All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

SK AI SUMMIT

  • Future AI infrastructure and AI use cases
  • The shifting role of memory in the AI era
2025-11-05 Board of Directors Secretariat All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

2026 Business Plan Workshop

2025-11-12 SK SUPEX Council All members of independent directors
(Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul)
-

SK Directors’ Summit 2025

  • An era of change: adaptation and evolution
2025-11-19 ESG Planning / Climate Strategy All members of the Sustainability Management Committee
(Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul)
-

ESG Management Committee

  • Expanding the direction of greenhouse gas reduction
  • 2025 investor ESG engagement status
  • Review of upward revision to 2030 RE100 interim targets
  • Status and plans for responding to global mandatory ESG disclosure requirements

Assessment of external performance

Assessment of corporate governance

(led by KCGS)

2025 B+
2024 B
2023 A
2022 B+
2021 A