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 nine board members, five are independent directors, constituting a majority 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
  • Investment Strategy 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
2024-03-13 Investment Strategy Ha Yung-Ku, Cho Hyun-Jae, Jeong Deog-Kyoon Training for specific independent directors

    Investment Review Committee

  • Agenda on investment in SK Americas
2024-03-15 Board of Directors Secretariat All members of independent directors
(Ha Yung-Ku, Song Ho-Keun, Cho Hyun-Jae, Yoon Tae-Hwa, Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won)
-
  • First independent director workshop
  • Technology trends related to memory device integration limits
  • Review of board performance in 2023 and operating plan of 2024
2024-04-08 Board of Directors Secretariat Yang Dong-Hoon Training for specific audit committee members
  • Orientation for new audit committee members
  • The state of inside transaction management
  • Tasks and organization dedicated to ethics management
2024-04-08 Board of Directors Secretariat Han Ae-Ra, Ha Yung-Ku, Kim Zeong-Won, Yang Dong-Hoon All audit committee members

Audit committee workshop

  • Organization of SK hynix Internal Audit Department
  • Plans for strengthening internal control of fraud risks
  • Debriefing on the FY 2023 external audit
  • Understanding of the revised International Standard on Auditing (ISA600)
  • FY 2024 Audit Plan and more
2024-04-11 SK SUPEX Council Yang Dong-Hoon, Sohn Hyun-Chul Training for new independent directors of the group

Orientation and workshop for new independent directors in 2024

2024-04-19 Board of Directors Secretariat Yang Dong-Hoon, Sohn Hyun-Chul Training for new independent directors

Orientation for new independent directors in 2024

2024-05-14 Board of Directors Secretariat Director Yang Dong-Hoon Training for new independent directors

Intensive semiconductor training for new independent directors (1st)

  • Understanding semiconductors (future technologies)
2024-05-21 Board of Directors Secretariat Director Yang Dong-Hoon Training for new independent directors

Intensive semiconductor training for new independent directors (2nd)

  • Understanding DRAM features and operation
2024-05-23 Samil PwC Governance Cente Han Ae-Ra, Kim Zeong-Won, Yang Dong-Hoon Training for specific audit committee members
  • Understanding stakeholder capitalism from an ESG perspective and the board's response strategy
  • Issues and challenges for Korean corporate boards
  • The role of boards and independent directors in the new environment
2024-05-28 Board of Directors Secretariat Director Yang Dong-Hoon Training for new independent directors

Intensive semiconductor training for new independent directors (3rd)

  • Understanding NAND features and operation
2024-06-04 SK SUPEX Council Ha Yung-Ku Training for specific independent directors

2024 Council of the group's independent director chairs

  • Board management system based on checks and balances
2024-06-04 ESG Strategy Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul Training for specific independent directors

ESG Management Committee

  • Summary of key ESG Management Committee discussions in January and March
  • 2024 operational plan of the Carbon Management Committee
  • 2024 target setting for each category of PRISM
  • Building a sustainability goals management process (draft)
2024-06-12 Board of Directors Secretariat Director Yang Dong-Hoon Training for new independent directors

Intensive semiconductor training for new independent directors (4th)

  • Understanding Semiconductor Back-End Process (P&T/Quality)
2024-08-19 Icheon Forum Secretariat Ha Yung-Ku, Jeong Deog-Kyoon, Yang Dong-Hoon -

2024 Icheon Forum

  • How Should We Prepare for the Coming Age of AGI? (and other topics)
2024-10-18 SK SUPEX Council Ha Yung-Ku Training for the Chairperson of the Group Board of Directors Group Board Chairperson Workshop
2024-11-01 Board of Directors Secretariat Ha Yung-Ku, Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul All members of independent directors 2025 Business Planning Workshop
2024-11-04 SK Telecom Ha Yung-Ku, Jeong Deog-Kyoon, Yang Dong-Hoon, Sohn Hyun-Chul Training for specific independent directors

SK AI SUMMIT

  • Reflections on Our Role in the Era of AI
  • Challenges in the Age of AI and the Need for Global Partnerships
  • SK's Semiconductor Partnerships, etc.
2024-11-07 SK SUPEX Council Ha Yung-Ku, Han Ae-Ra, Jeong Deog-Kyoon, Kim Zeong-Won, Yang Dong-Hoon, Sohn Hyun-Chul All members of independent directors

SK Directors' Summit 2024

  • Building a Foundation for Growth Through Fundamentals and Principles
2024-11-20 ESG Strategy Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul Training for specific independent directors

ESG Management Committee

  • Summary of Key Discussions from ESG Management Committee Meetings (July and September)
  • Report on the Operation of the H2 2024 Sustainability Goal Management Council
  • Key Achievements of the 2024 Carbon Management Committee
  • Results and Future Plans of the 2024 ESG On-site Assessment of Suppliers
  • Progress Report of the Global ESG Disclosure Response Task Force
2024-11-21 Samil PwC Governance Cente Kim Zeong-Won, Yang Dong-Hoon Training for specific audit committee members
  • Implications for the Board and Key Issues Arising from the Proposed Amendment to the Commercial Act on Directors’ Duty of Loyalty to Shareholders
  • Analysis of the Causes Behind the Korea Discount and Practical Value-Up Strategies
  • Current Landscape and Insights Regarding Boards of Listed Companies

Assessment of external performance

Assessment of corporate governance

(led by KCGS)

2024 B+
2023 A
2022 B+
2021 A
2020 A