Corporate Governance
Corporate Governance
Best
Practices for
Corporate
Governance
| Recommendations for the Best practice | Whether we adopt it or not | Remarks |
|---|---|---|
| Introduction of the corporate governance charter | O | Enacted in August 2023 |
| Introduction of ethical regulations for executives and employees | O | Enacted in January 2003 |
| Introduction of cumulative voting system | O | |
| Composition of Board of directors (Majority of independant directors) | O | 5 independent directors, 1 non-executive director, 3 inside directors |
| Separation of the CEO and the Chairman of the Board or Appointment of Senior Independent Director |
- | |
| Disclosure of board activities, attendance rates, and pros and cons of major agenda items | O | |
| Compositon of the independent director recommendation committee | O | Consisting of 3 independent directors |
| Compositon of the compensation committee | O | Consisting of 3 independent directors |
| Compositon of the audit committee | O | Consisting of 3 independent directors |
| Introduction of regulations on the roles and operating procedures of the board of directors and various committees | O | |
| Director's liability insurance at the company's expense | O | |
| Evaluation of board activities | - | |
| Maintaining independence of external auditors | O | |
| Certification of accuracy and completeness of financial reports by the CEO and CFO | O | |
| Explain the differences from the best practice | O | |
| Korean and English disclosure of audit reports and important occasional disclosure | O |
Hanwha Ocean operates a director evaluation system to enhance transparency in corporate governance by redefining the roles and functions of the Board of Directors, while strengthening the sound governance and accountability of the Board and its committees.
In addition, the system provides objective and comprehensive assessments of the Board and independent directors, supporting independent directors in effectively fulfilling their oversight and advisory responsibilities from an objective perspective. Through these evaluations, the Company aims to improve the effectiveness of Board operations and establish a trustworthy governance framework for shareholders and stakeholders.
| Category | Key Details |
|---|---|
| Evalution Targets | Board of Directors, |
| Evalution Targets | Board of Directors (including committees), Independent Directors |
| Evaluation Criteria |
Board of Directors: 10 questions related to composition, operation, and management of the Board Board Committees: 5 questions related to committee composition and operation Independent Directors: 5 questions related to professionalism, participation, and communication |
| Evaluators | Self-evaluation by all members of the Board (including committees), self-evaluation by independent directors |
| Frequency | Once annually (after the end of each fiscal year) |
| Process | Anonymous evaluation |
| Method | Electronic means (e-mail, online surveys, etc.) and written questionnaires |
| Utilization of Results |
Reported to the Board of Directors (within March of the following year) Used as reference materials to improve the operation and activities of the Board and its committees |