Considering the size, business environment and characteristics of SK discovery, the Board has the optimum number of directors to facilitate effective discussion and decision-making as well to provide active oversight of the Board committees. In accordance with Article 382 of the Commercial Act, directors are appointed at the General Meeting of Shareholders and the Board consists of up to 10 directors, as specified in the Articles of Incorporation.
Composition of the Board of Directors
Director
| Position | Name | Gender | Role | Recommending parties | Largest shareholder or has a stake in major shareholders | Term |
|---|---|---|---|---|---|---|
| Inside Director | Chang-won Chey | Male | Representative Director, Vice Chair | Board of Directors | The largest shareholder | March 31, 2021 ~ March 30, 2024 |
| Jae-hyun Ahn | Male | Representative Director, President | Board of Directors | Officer at an issuing company | March 29, 2022 ~ March 28, 2025 | |
| Jae-young Choi | Male | Chief Financial Officer | Board of Directors | Officer at an issuing company | March 29, 2022 ~ March 28, 2025 | |
| Outside Director | Jae-yong Song* | Male | Chair of the Board of Directors, Member of the Audit Committee | Outside Director Candidate Recommendation Committee | - | March 31, 2021 ~ March 30, 2024 |
| Hyun-jin Kim | Female | Member of the Audit Committee | Outside Director Candidate Recommendation Committee | - | March 29, 2022 ~ March 28, 2025 | |
| Yong-jun Kim | Male | Member of the Audit Committee | Outside Director Candidate Recommendation Committee | - | March 29, 2022 ~ March 28, 2025 |
- As of March 29, 2022
- * Outside director Jae-yong Song also took on the role of Board Chair after the demise of outside director Young-ho Oh (March 29, 2022).
- Term ended as of March 6, 2022, deceased.
Outside Directors
| Name | Area of expertise | Brief resume | Any reason for disqualification |
|---|---|---|---|
| Jae-yong Song | Strategic and management risk | 1997. Professor at the Columbia University Graduate School of Business, USA | None |
| 2001. Professor at the Yonsei University Business School | |||
| 2017. Chair at the Korean Society for Strategic Management | |||
| Present. Professor at the Seoul National University Business School | |||
| Present. Lifetime Fellow at the Academy of International Business (AIB) | |||
| Present. Chair at the International Management Division, Academy of Management, USA | |||
| Hyun-jin Kim | Energy industry / environmental risk | 2000. Senior researcher at the Samsung Economic Research Institute | None |
| 2009. Member of the Presidential Committee on Green Growth | |||
| Present. Professor at the Seoul School of Integrated Sciences and Technologies (aSSIST) | |||
| Present. Member of the Fiscal Policy Advisory Council at the Ministry of Strategy and Finance | |||
| Present. Non-executive director at the Korea Gas Corporation (KOGAS) | |||
| Yong-jun Kim | Financial / accounting risk | 2014. Director at the Collection and Legal Affairs Bureau, Seoul Regional Tax Office, National Tax Service (NTS) | None |
| 2016. Director at the Faithful Tax Payment Support Bureau, Jungbu Regional Tax Office, NTS | |||
| 2017. International Tax Administration Officer, NTS | |||
| 2018. Commissioner of the Jungbu Regional Tax Office, NTS | |||
| Present. Advisor at Kim & Chang law firm |
- As of March 29, 2021
We are accentuating the independence of the Board of Directors by appointing outside directors. We maintain the right ratio of outside to inside directors to serve as a check in management decision-making.
Independence and Expertise of the Board of Directors
To identify candidates and appoint directors, SK discovery comprehensively reviews domestic laws and regulations, institutional investor requirements and the Guidelines for Outside Directors Independence. We thoroughly vet the independence of outside director candidates and their specific qualifications for Board performance.
We guarantee a three-year term of office for outside directors, according to the Articles of Incorporation. Our outside directors, who demonstrate expertise and experience in different areas and who have no stake in any of our major shareholders, actively fulfill their responsibilities with independent mindsets. By amending the Corporate Governance Charter, we are working to guarantee the independence of the Board of Directors.
목표 및 실행계획
| 목표 | 실행계획 |
|---|---|
| 전문성 및 다양성 확보 | 이사회에 필요한 전문 역량 및 이사회 구성원의 역량 분석 |
| 이사 후보 추천 Logic 및 프로세스 마련 | |
| 이사회 멤버 역량 강화 | 이사회 안건 관련 이사회 대상 교육 및 세미나 개최(연 1회) |
Outside directors are appointed at a General Meeting of Shareholders after candidates are selected in a transparent procedure by the Outside Director Candidate Recommendation Committee, which was established in accordance with Article 542-8 of the Commercial Act.
The Board of Directors by Area of Expertise
- As of December 31, 2021
When appointing an outside director, we review qualifications from a legal standpoint, such as independence and concurrent positions, and we submit a qualification verification document to the Korea Exchange. In publicizing the resolution to convene a General Meeting of Shareholders, we transparently disclose the outside director candidate’s independence from the company and legal qualifications via Certification of Qualification of Outside Directors to shareholders and stakeholders.
Operation of the Board of Directors
To improve Board efficiency, we adopted the Regulations of the Board of Directors, which support Board operation led by the Chair, who always is an outside director. Besides a general meeting at least once every quarter, the Board of Directors convenes special meetings from time to time when necessary.
Operation of the Board of Directors
| Unit | FY 2019 | FY 2020 | FY 2021 | |
|---|---|---|---|---|
| Number of meetings of the Board of Directors | Number | 12 | 12 | 16 |
| Agenda submitted for the Board of Directors | Case | 14 | 12 | 21 |
| Agenda approved by the Board of Directors | Case | 14 | 12 | 21 |
Attendance for Board of Director Meetings
| Name | Position | Attendance in 2021 |
|---|---|---|
| Chang-won Choi | Inside Director | 81.3% |
| Cheol Kim | Inside Director | 100% |
| Chan-joong Park | Inside Director | 100% |
| Young-ho Oh | Outside Director | 100% |
| Sang-gyu Park | Outside Director | 93.8% |
| Won-jun Hong | Outside Director | 87.5% |
| Jae-yong Song | Outside Director | 87.5% |
- As of December 31, 2021
Actions of the Board of Directors
| Round | Date | Agenda | Approved /Pending Approval | Affirmative | Attendance of inside directors | Attendance of outside directors |
|---|---|---|---|---|---|---|
| 1 | February 16, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 7/7 | 3/3 | 4/4 |
| 2 | March 16, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 7/7 | 3/3 | 4/4 |
| 3 | March 31, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 6/7 | 3/3 | 3/4 |
| 4 | April 23, 2021 | [Reported Issue]
| Reported | - | 3/3 | 4/4 |
| 5 | May 17, 2021 | [Submitted Issue]
| Approved | 6/7 | 3/3 | 4/4 |
| 6 | May 28, 2021 | [Submitted Issue]
| Approved | 7/7 | 3/3 | 4/4 |
| 7 | June 10, 2021 | [Submitted Issue]
| Approved | 6/7 | 3/3 | 3/4 |
| 8 | June 25, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 7/7 | 3/3 | 4/4 |
| 9 | July 28, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 7/7 | 3/3 | 4/4 |
| 10 | September 1, 2021 | [Submitted Issue]
| Approved | 7/7 | 3/3 | 4/4 |
| 11 | September 24, 2021 | [Reported Issue]
| Reported | - | 3/3 | 4/4 |
| 12 | October 12, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 7/7 | 3/3 | 4/4 |
| 13 | November 2, 2021 | [Reported Issue]
| Reported | - | 2/3 | 2/4 |
| 14 | November 26, 2021 | [Reported Issue]
| Reported | - | 3/3 | 3/4 |
| 15 | December 21, 2021 | [Submitted Issue]
[Reported Issue]
| Approved / Reported | 6/7 | 2/3 | 4/4 |
| 16 | December 21, 2021 | [Submitted Issue]
| Approved | 6/7 | 2/3 | 4/4 |
- As of December 31, 2021
In support of Board-centered management, we guarantee equal opportunities for every director to express his/her opinion. We send out agendas 7 days before each Board meeting so outside directors have time to fully review materials. Outside directors, if desired, may receive support from officers, employees or external experts and request information they want to fulfill their duties.
Operation of Committees supervised by Board of Directors
We established and operate Board committees to enhance the expertise and efficiency of the Board of Directors, in accordance with the Articles of Incorporation, the Corporate Governance Charter and the Regulations of the Board of Directors. We also adopted regulations for the committees, specifying each one’s purpose, authority and responsibilities, guidelines and procedures, and key duties.
Major Functions of Each Committee
| Committee | Major functions | Relevant rules and regulations |
|---|---|---|
| Audit Committee Three outside directors, including a financial expert |
| Articles of Incorporation (Article 25 / 34) Corporate Governance Charter (Part 1, Chapter 6 / Part 3, Chapter 1) Regulations of the Audit Committee (Article 3 / 9) |
| ESG Committee One insider director Two outside directors |
| Regulations of the ESG Committee (Article 3 / 9) |
| Nomination and Compensation Committee One insider director Two outside directors |
| Regulations of the Nomination and Compensation Committee (Article 3 / 9 / 10) |
| Outside Director Candidate Recommendation Committee Two outside directors |
| Articles of Incorporation (Article 32-2) Corporate Governance Charter (Part 1, Chapter 6, Article 31) Regulations of the Board of Directors (Article 11) Regulations of the Outside Director Candidate Recommendation Committee (Article 3 / 9) |
- As of May 31, 2022
Audit Committee
Consisting exclusively of outside directors, the Audit Committee at SK discovery is chaired by a financial accounting expert. Outside directors who become Audit Committee members are appointed upon the recommendation of the Outside Director Candidate Recommendation Committee. We disclose the rationale for appointments of all members in the business report.
By specifying the composition, duties and authority of the Audit Committee in the Articles of Incorporation, Corporate Governance Charter and Regulations of the Audit Committee, we ensure the independence and authority of Audit Committee members. We provide internal accounting education twice a year to enhance their expertise. We also vet independent auditors appointed by the Audit Committee.
We have developed specific remuneration with no additional compensation for Audit Committee members so their audits remain independent of management and controlling shareholders. That amount is determined by detailed consideration of the time and effort needed to perform their duties, their general responsibilities as a director and the extent of their legal liabilities as an active Audit Committee member.
The Audit Committee meets at least once every quarter, and, when necessary, includes the participation of independent auditors, a head of internal audit department, an executive financial officer and senior management. We also regularly communicate with independent auditors at least once a quarter. Minutes are prepared after every quarterly meeting, and Audit Committee members affix their seals or signatures to confirm the results.
Major Activities
| Round | Date | Agenda | Affirmative | Attendance |
|---|---|---|---|---|
| 1 | February 16, 2021 | [Reported Issue]
| - | 4/4 |
| 2 | March 9, 2021 | [Reported Issue]
| - | 4/4 |
| 3 | March 16, 2021 | [Submitted Issue]
[Reported Issue]
| 4/4 | 4/4 |
| 4 | April 23, 2021 | [Reported Issue]
| - | 4/4 |
| 5 | July 28, 2021 | [Reported Issue]
| - | 4/4 |
| 6 | October 26, 2021 | [Reported Issue]
| - | 4/4 |
| 7 | November 2, 2021 | [Reported Issue]
| - | 2/4 |
| 8 | November 26, 2021 | [Reported Issue]
| - | 3/4 |
| 9 | December 21, 2021 | [Reported Issue]
| - | 4/4 |
- As of December 31, 2021
ESG Committee
SK디스커버리는 이사회가 회사의 지속가능한 존속∙발전을 위해서는 구성원의 행복과 함께 이해관계자의 행복을 동시에 추구해야 한다는 점을 인식하고, 의사결정 과정에서 이를 고려할 수 있도록 사내이사와 사외이사로 구성된 ESG위원회를 설치하였습니다.
또한, 이사회 내 ESG위원회 및 이사회에서 ESG 리스크 및 기회에 대해 효과적으로 대응하기 위해 ESG위원회 규정을 개정하였습니다. 이를 통해 이사회에서 ESG 경영 주요 현안을 검토할 수 있는 권한과 역할을 규정하였으며, 회사의 중요한 ESG 경영 이행을 위한 주요 안건을 검토 받고 있습니다.
2023년부터 이사회에서 주요 ESG 계획, 실행, 성과를 검토할 수 있도록 정기적으로 연 2회, 필요 시 수시로 이사회 및 ESG위원회를 개최할 것입니다.
- 주요보고 안건
- ESG 추진계획 및 성과
- Net Zero 수립에 따른 이행성과
- 인권영향 평가 및 실사 계획 및 결과
- ESG 관련 보고 및 공시 등
ESG Risk Management
Recognizing that tasks related to sustainability may pose important risk management issues, the ESG Committee reviews both financial and non-financial risks when judging management resources and investments of staff-in-charge and senior management.
We prepared non-financial risk assessment guidelines in 2022 to address environmental issues, such as climate change, water/soil/ocean/air pollution, ecosystem destruction and potential health issues that may surface during business. We also work to maintain positive social impact and prevent violations of human rights, labor issues and displacement or destruction of livelihoods and cultures of indigenous peoples. We are improving the SK discovery and subsidiary investment processes so our guidelines are integrated into extant investment reviews.
ESG 기준 적용 신사업/투자 목표 및 실행
| 순환경제 인프라 구축 | 넷제로 솔루션 |
|---|---|
|
|
| 투자 분야 | 환경 및 사회적 영향 | 세부 내용 | |
|---|---|---|---|
| 환경 | 사회 | ||
| 순환경제 인프라 구축 | HIGH | HIGH |
|
| 넷제로 솔루션 | HIGH | HIGH |
|
- 단위: HIGH, MEDIUM, LOW
Major Activities
| Round | Date | Agenda | Affirmative | Attendance |
|---|---|---|---|---|
| 1 | July 15, 2021 | [Submitted Issue]
| 3/3 | 3/3 |
| 2 | August 23, 2021 | [Reported Issue]
| - | 3/3 |
| 3 | December 7, 2021 | [Reviewed Issue]
| - | 3/3 |
- As of December 31, 2021
Nomination and Compensation Committee
인사위원회는 최고경영자를 포함한 임원의 인사 사항을 사전에 검토하는 업무를 수행합니다. 특히 최고경영자 후보군을 지속적으로 관리·평가하고 있으며, 그에 관한 간사 조직(기업문화실)의 보고를 받습니다.
보수 체계 검토도 인사위원회의 임무 중 하나입니다. 실무부서에서 경영진 KPI 계획 수립과 연말 평가 자료를 담당하며, 인사위원회는 평가 내용을 검토한 후 이사회에 보고합니다. 이사회는 인사위원회의 검토 사안을 최종적으로 공유받아 승인합니다. 회사는 인사위원회의 검토 결과를 바탕으로 이사의 보수 지급 기준 및 이사 개인별 보수 현황을 반기 및 사업 보고서에 연 2회 공개하고 있습니다.
SK디스커버리는 경영진의 성과 평가 및 보상에 관한 논의 과정에서 ESG 관련 요소의 이행 여부 및 성과를 반영하고 있습니다. 재무 성과, 전략 과제, ESG를 큰 축으로 삼아 종합적으로 평가하는데, 이 중 ESG 이슈는 지속적으로 변화하기 때문에 중요 과제 발굴 및 추진 결과 등을 평가합니다. 경영진 평가에 ESG 요소를 반영함으로써 ESG 경영 내재화 및 리더십 강화를 가속화하고 있습니다. ’22년 현재 CEO KPI에 ESG 10%, SHE 별도 10%를 반영하였으며, 향후 경영진 KPI에 ESG 비중을 확대하고 내용을 구체화할 계획입니다.
ESG기반 성과 평가 확대 계획
Major Activities
| Round | Date | Agenda | Affirmative | Attendance |
|---|---|---|---|---|
| 1 | July 15, 2021 | [Submitted Issue]
| 3/3 | 3/3 |
| 2 | August 26, 2021 | [Reported Issue]
| - | 3/3 |
| 3 | November 17, 2021 | [Reported Issue]
[Reviewed Issue]
| - | 3/3 |
| 4 | November 24, 2021 | [Reviewed Issue]
| - | 3/3 |
- As of December 31, 2021
Outside Director Candidate Recommendation Committee
As soon as outside directors are appointed, the Outside Director Candidate Recommendation Committee ensures their independence by blocking influence from controlling shareholders or senior management. The Committee’s mission is to minimize management interference and verify competence in an objective manner.
The Committee verifies candidate expertise and examines whether he/she should be disqualified based on prevailing regulations, such as the Commercial Act and the Enforcement Decree of the Commercial Act. The Committee also considers the candidate’s area of expertise relative to other expertise on the Board, as well as issues of diversity and outside director independence before selecting candidates and ultimately nominating them at a General Meeting of Shareholders. We disclose the appointment background of directors and recommendations in the business report.
Major Activities
| Round | Date | Agenda | Affirmative | Attendance |
|---|---|---|---|---|
| 1 | March 16, 2021 | [Submitted Issue]
| 3/3 | 3/3 |
- As of December 31, 2021
Operation of Support Office for the Board of Directors
A dedicated support office helps us to schedule general Board of Director meetings and provide timely agenda materials that allow outside directors to review and request additional information. We also conduct various educational workshops for the Board and encourage directors to participate in joint director workshops of SK discovery subsidiaries and SK Group.
Implementation of Education (Workshops) for Outside Directors
| Date | Provider | Attended outside directors | Reasons for absence | Key content |
|---|---|---|---|---|
| May 13, 2021 | SK discovery | Young-ho Oh Sang-gyu Park Won-jun Hong Jae-yong Song | - | Enhancing ESG and Board-centered management / Key management issues |
| June 18, 2021 | SK Group | Young-ho Oh Jae-yong Song | Only a few directors were present as company representatives | Education on governance improvement |
| July 23, 2021 | SK Group | Jae-yong Song | Only a few directors were present as company representatives | Education on governance improvement |
| October 7, 2021 | SK Group | Young-ho Oh Sang-gyu Park | Only a few directors were present as company representatives | Education on governance improvement |
- As of December 31, 2021
We preserve the meeting minutes of the Board of Directors and its special committees. Using relevant indicators, we consistently evaluate the Board of Director operations and improve its effectiveness.
Evaluation Process of the Board of Directors
- Evaluation purpose: Improving governance by promoting activities of the Board of Directors and operational efficiency
- Evaluation methodology: Conducting an online evaluation of the Board of Directors and committees by outside directors once per year(the first quarter of each year)
- Evaluation content: Assessing appropriateness, fidelity, sufficiency and effectiveness in terms of composition, roles, responsibilities and operation of the Board of Directors and committees, as measured by five-point response scales and open-ended questions
- Evaluation outcome: Disclosing the results of the evaluation on the company website and in its business report and disclosing specific improvements at a later date.
Evaluation Outcomes of the Board of Directors in 2021 (Self-Evaluation)
| Overall rating (1 - 5) | Composition of the Board of Directors | Roles of the Board of Directors | Responsibilities of the Board of Directors | Operation of the Board of Directors | Composition of the committees | Roles operatons of the committees |
|---|---|---|---|---|---|---|
| 4.6 | 4.8 | 4.3 | 4.7 | 4.7 | 4.7 | 4.4 |
- * Outcomes of online evaluation by outside directors in February 2022
Remuneration of the Board of Directors
Using remuneration guidelines approved at the General Meeting of Shareholders, SK discovery determined Board base salaries by considering each director’s position (role), expertise and contribution to the company. Our performance-related pay is calculated by such rigorous quantitative assessments as company revenue, operating profit and pre-tax profit, as well as qualitative assessments such as achieving strategic goals and leadership. For outside directors who serve on the Audit Committee, we determined base salary by considering not only their duties and expertise but also the company’s business environment. The ratio of the highest-paid recipient to the average pay of our officers and employees in 2021 was 11.95 times.
Director Remuneration
| FY 2020 | FY 2021 | |||||
|---|---|---|---|---|---|---|
| Number of persons | Total remuneration | Average remuneration per person | Number of persons | Total remuneration | Average remuneration per person | |
| Board Director | 3 | 2,429 | 810 | 3 | 3,213 | 1,071 |
| Outside Director as a member of the Audit Committee | 4 | 301 | 75 | 4 | 342 | 86 |
| Auditor | - | - | - | - | - | - |
- Unit : KRW million
Stock Ownership of Executive Officers
| Name | Position | Type of shares | Number of shares |
|---|---|---|---|
| Chang-won Choi | Executive Officer (Representative Director and Vice Chair) | Common Share | 7,650,128 |
| Preferred Share | 5,782 | ||
| Cheol Kim | Executive Officer (Representative Director and President) | Common Share | 5,000 |
| Chan-joong Park | Executive Officer (Representative Director and President) | Common Share | 723 |
- As of December 31, 2021
Ratio of Remuneration of the Representative Director to Officers and Employees
| Unit | Amount | |
|---|---|---|
| Remuneration of the Representative Director (A)* | KRW | 1,700,000,000 |
| Average remuneration of officers and employees (B) | KRW | 142,278,483 |
| Median remuneration of officers and employees (C) | KRW | 107,692,900 |
| Ratio of remuneration of the Representative Director to average remuneration of officers and employees (A/B) | Times | 11.95 |
| Ratio of remuneration of the Representative Director to median remuneration of officers and employees (A/C) | Times | 15.79 |
- As of December 31, 2021
- * (A) is the income on the reported salary statement of the recipient with the highest remuneration.