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
Sustainable management + greater happiness for stakeholders
- Greater independence/expertise for our Board of Directors
- Greater visibility into our management
- Continuously higher corporate values
- Higher trust from the investment market
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.
Outside directors occupy 6 seats out of 10 in the Board of Directors, accounting for 60%. The chair is also taken by an independent director, which means greater independence for the Board in its decision making process.
- Greater independence of the Board of Directors
- Transparent process for the appointment of independent directors
- The board’s chair is taken by an independent director
- Outside directors playing a central role in committees
- Senior independent directors and the board of independent directors
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.
- Independence, Expertise, Experience and Career - Expertise and diversity are considered during the nominating process
- Expert pool
- Independent Director Nominating Committee - Candidate selected/nominated (including those nominated by minor shareholders)
- Board of Directors - Candidates finalized, Shareholders’ Meeting convened
- Shareholders’ Meeting - Directors elected
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 |
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) | - |
|
2024-04-08 | Board of Directors Secretariat | Yang Dong-Hoon | Training for specific audit committee members |
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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
|
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)
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2024-05-21 | Board of Directors Secretariat | Director Yang Dong-Hoon | Training for new independent directors | Intensive semiconductor training for new independent directors (2nd)
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2024-05-23 | Samil PwC Governance Cente | Han Ae-Ra, Kim Zeong-Won, Yang Dong-Hoon | Training for specific audit committee members |
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2024-05-28 | Board of Directors Secretariat | Director Yang Dong-Hoon | Training for new independent directors | Intensive semiconductor training for new independent directors (3rd)
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2024-06-04 | SK SUPEX Council | Ha Yung-Ku | Training for specific independent directors | 2024 Council of the group's independent director chairs
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2024-06-04 | ESG Strategy | Kim Zeong-Won, Han Ae-Ra, Sohn Hyun-Chul | Training for specific independent directors | ESG Management Committee
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2024-06-12 | Board of Directors Secretariat | Director Yang Dong-Hoon | Training for new independent directors | Intensive semiconductor training for new independent directors (4th)
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Assessment of external performance
Assessment of corporate governance
(led by KCGS)