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Composition and Operation of the Board

SK D&D continues its efforts for shareholder-friendly management as well as management centered on the board to strengthen the role and authority of the board of directors. The Audit Committee, HR Committee, Independent Director Recommendation Committee have been established and operated within the board of directors to expand the role of the board of directors and increase its efficiency. In addition, related regulations are disclosed to shareholders and all stakeholders through the website. We have strengthened the management foundation centered on the board of directors by establishing a corporate governance charter, publishing a corporate governance report, and identifying key areas for improvement through self-assessment conducted by the board of directors, newly establishing and supplementing regulations related to the board of directors. In addition, we have introduced the Board Skill Matrix for the board of directors in order to enhance trust in the board of directors.

Board-driven Management

Composition of the Board

The Board of Directors is the highest decision making body of the company, consisting of a total of 8 members, responsible for making decisions and supervising management issues regarding overall management of the company. In order to secure independence and objectiveness in the decision making process, the CEO and the chairman of the board of directors are separated. This ensures mutual checks and balances between the board of directors and the management, as well as transparency in corporate management. In addition, the company organizes the board of directors with experts from each field, positioning more than 50% of the committee members as outside directors, to support the board’s decision-making by operating an internal support organization. This aims to maintain practical expertise, independence, and efficiency of the board.

Composition and Members of the Board

Composition and Members of the BoardIt indicates the names, specialties, positions, dates of first appointment, term of office, and major experience of in-house directors, other non-executive directors, and outside directors.
CategoryNameExpertisePositionDate of appointmentTenureCareer
Inside directorDo-hyun KimProfessional management
  • CEO
  • ESG Committee
Mar. 2022Mar. 2025[Current] CEO, SK D&D [Former] General Manager, SK D&D
Non-executive directorKi-joong NamProfessional management
  • HR Committee
Mar. 2022Mar. 2025[Current] Head of Management Support Office, SK Discovery [Current] Inside director, SK Discovery
Jae-min KimFinance / Market analysis
  • HR Committee
  • ESG Committee
Nov. 2018Mar. 2024[Current] VP, Hahn & Company [Former] Director, H&Q Asia Pacific Korea
Dong-chun LeeFinance / Market analysis- Nov. 2018Mar. 2024[Current] VP, Hahn & Company [Former] VP, Sony Korea
Outside directorJun-cheol Kim (Board Chair)Accounting / Audit (certified public accountant)
  • Audit Committee (Chair)
  • ESG Committee
  • Independent Director Recommendation Committee
Mar. 2021Mar. 2024[Current] CPA, Dasan Accounting Corporation [Current] Outside director, Yuhan Corporation [Former] Vice President, Deloitte Anjin LLC
Kyung-min KimEnvironment / Data
  • HR Committee (Chair)
  • Audit Committee
Mar. 2022Mar. 2025[Current] Professor, Graduate School of Environmental Studies, Seoul National University [Former] Senior Researcher at Property & Portfolio Research, Inc
Je-hyeoung ParkProfessional management(lawyer)
  • Independent Director Recommendation Committee (Chair)
  • Audit Committee
  • HR Committee
Mar. 2021Mar. 2024[Current] Attorney (Partner), Barun Law [Former] Outside (specialized) director, Korea Federation of Savings Banks
Kil-ho LeeAccounting / Audit (certified public accountant)
  • ESG Committee (Chair)
  • Independent Director Recommendation Committee
Dec. 2021Nov. 2024[Current] Auditor, K Car Capital [Former] Head of Risk Advisory Business Headquarters (Vice President) and Advisor, Deloitte Anjin LLC
  • As of Mar. 2023

Introduction of Board Skill Matrix

The Board of Directors introduced the Board Skill Matrix (BSM) in order to reinforce trust in the logic of the company’s director candidate recommendation and process by providing stakeholders with relevant information including competencies of directors required by the company. We strive to enhance corporate value by optimally composing the board of directors and actively communicating with investors by disclosing the BSM.

Director Appointment Process

Expertise, sense of responsibility, and diversity are key factors in forming the board of directors. We ensure that the board of directors is not biased towards a specific background or an occupational group, and that there are no restrictions on age or gender in appointing directors. Furthermore, we ensure that the board consists of talented persons with an array of diverse knowledge, experience, expertise, and responsibility to contribute to important decision-making in management.

The qualifications required to perform the duties of the board of directors are evaluated in finding and appointing director candidates. Candidates for the CEO position are proposed by the HR Committee, and the appointment of the CEO is confirmed through a resolution at the general shareholder’s meeting. As for outside directors, the Independent Director Recommendation Committee examines candidates for disqualifications set forth in relevant regulations such as the Commercial Act and the Enforcement Decree of the Commercial Act, as well as verifying their expertise.

Characteristics of Board of Directors

Committees under the Board

The Board of Directors at SK D&D operates the Audit Committee, the ESG Committee, the HR Committee, and the Independent Director Recommendation Committee under the Board of Directors in order to enhance efficiency of management decision-making system. The authority of the Board is delegated to each committee, and the ratio of outside director appointment is specified in the regulations of each committee to ensure independence.

Composition of the Committees under the Board

Activities of Committees under the Board

Activities of Committees under the BoardIt presents the operational status of the Board of Directors committee from 2020 to 2022. The Audit Committee was established in March 2021, the Human Resources Committee, the Outside Director Candidate Recommendation Committee, and the ESG Committee were established in June 2021, and there are no operating details for 2020.
HR CommitteeMeetings heldNo. of times-45
Participation rate%-92%100%
Audit CommitteeMeetings heldNo. of times-910
Participation rate%-100%100%
Independent Director Recommendation CommitteeMeetings heldNo. of times-21
Participation rate%-100%100%
ESG CommitteeMeetings heldNo. of times-14
Participation rate%-100%100%
  • * In 2021, the HR Committee (June), the Audit Committee (March), the Independent Director Recommendation Committee (June), and the ESG Committee (June) were newly established

Board Activities

Board Operation

The Board of Directors holds regular monthly meetings as a principle in accordance with the Articles of Incorporation and the board of directors regulations. Also, ad-hoc meetings are held when necessary. The Board of Directors is responsible for independently reviewing the possible impacts of the board’s decisions on its stakeholders, and is carrying out reviews and decision-making in overall company risk management, including deliberation and approval of issues with conflicts of interest. The ESG Committee manages ESG issues, and has stipulated the contents in the Board of Directors regulations in order to address environmental and social issues At the board level. A total of 13 board meetings were held in 2022, with a 100% attendance rate.

Activities of the Board of Directors

Activities of the Board of DirectorsFrom 2020 to 2022, the number of board meetings, sub-agendas, approved agendas, report items, and attendance are presented.
Meetings held191713
Agenda items proposed515231
Agenda items approved515231
Reported agenda71322
Attendance rate9999100
  • Unit: times, cases, %

Strengthening the Board’s ESG Management System

We operate the ESG Committee to ensure efficiency of board operation. The ESG Committee reviews ESG management strategies as well as managing ESG risks. In addition to ESG risk management, the ESG Committee reviews ESG management strategies and periodically monitors related performance to review agendas for them to be reflected in decision-making by the board of directors. In particular, agendas regarding environmental management such as Net Zero implementation, management of risks such as responding to climate change, establishment of directions for eco-friendly business, and management of GHG emissions are being managed at the board level. In addition, within the ESG Committee regulations, the functions of reviewing possible ESG risk factors in the entire value chain and establishing countermeasures are specified and managed.

Major Resolutions and Reporting Status of the ESG Committee in 2022

Major Resolutions and Reporting Status of the ESG Committee in 2022It presents the status of the major resolutions and reports of the ESG Committee in 2022. In 2022, the ESG Committee was held a total of four times.
SessionDateReport Items
  • 2022 business plan
  • 2021 ESG review and 2022 annual action plan
  • 2021 performance and 2022 plans
  • ESG materiality-based mid to long-term plan
  • Appointment of ESG committee chairperson
  • Sustainability report publication progress
  • Real estate platform business progress
  • 2022 ESG review and 2023 annual action plan
  • 2022 performance and 2023 plans
  • ESG material issues and information disclosure
  • Environmental performance and climate change response system

Trainings for Board of Directors

Specialized training is provided for outside directors in order to strengthen their expertise. In 2022, All outside directors received ESG trainings on various topics including major business-related issues and plans, and board-centered management plans, actively utilizing programs provided by external professional organizations such as the Audit Committee and accounting firms to provide training necessary for the board’s activities.

Board Assessment and Remuneration

Board Assessment

We conduct assessments of the Board and its committees to enhance the transparency of our governance. Anonymous surveys are conducted Annually for outside directors, covering five areas: Board composition, roles, responsibilities, operation, and committees under the board. Assessment results are actively used in establishment and enhancement of board regulations to improve and innovate our board operations.

Board Assessment Process

Board Assessment Items

Assessment Results

Assessment ResultsFrom 2020 to 2022, the results of the Board of Directors' evaluation are divided into five evaluation items: the composition of the Board of Directors, the role of the Board of Directors, the responsibilities of the Board of Directors, the operation of the Board of Directors, committees, and the overall rating.
Board’s composition5.004.834.92
Board’s roles4.904.564.88
Board’s responsibilities4.884.814.80
Board’s operation4.814.624.80
Overall score4.94.74.89
  • Unit: full score of 5 * Committee evaluation not carried out in 2020

Board Remuneration

The base pay of our directors is decided by comprehensively considering their position (role), expertise, and contribution to the company within the remuneration limit approved at the general meeting of shareholders. Performance pay is decided by both quantitative factors such as sales and operating profit and qualitative factors such attainment of strategic goals and leadership skills. As for inside directors, non-financial performance is included as part of KPIs to help determine final remuneration.


RemunerationIn 2022, the total amount of remuneration of registered directors, outside directors, and audit committee members and the average remuneration per person are separated and expressed in units of million won. Independent directors excluded members of the Audit Committee.
CategoryRegistered directorOutside director*Audit Committee member
Total remuneration1,53577262
Average remuneration per person1,5357787
  • As of 2022 / unit : KRW million
  • * Outside director: Excluding members of the Audit Committee

Reflection of ESG Performance in KPIs for the CEO and Management

In addition to the financial, strategic and operational indicators included in KPIs for all executives, including the CEO, improvement tasks are derived based on the ESG materiality reviewed through the ESG committee to reflect ESG management items. In 2022, non-financial indicators such as structuring ESG infrastructure, improving organizational culture, and advancement of safety and health management system were used for assessment, and assessment results are managed in connection with compensation. We promote a sense of responsibility for creating social values through these efforts.

Composition of KPIs for CEOs and Management in 2022

Composition of KPIs for CEOs and Management in 2022We are presenting the composition of KPIs of CEOs and executives in 2022. In addition to strategy and operations, financial indicators, the components reflect ESG items.
CategoryESGStrategy / OperationFinance
  • Securing infrastructure for environment, society, and governance
  • Communication of external non-financial information
  • Advancement of business strategy
  • Risk management
  • Development of new BM
  • Improvement of organizational culture
  • IT/DT improvement
  • Improvement of profit and corporate value

Process of Assessing and Compensating CEO and Executives’ KPIs