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Governance

Shareholder-Friendly Management

General Meeting of Shareholders

Convocation and Operation of a General Meeting

SK D&D schedules its shareholder meetings for itself and its major affiliates in a staggered manner to promote shareholder participation, ensuring that the meeting dates do not overlap. In addition, to allow voting rights to be exercised in various ways, SK D&D has adopted an electronic voting system since the 17th Annual General Meeting (AGM) of Shareholders in 2021, and allows proxy voting as stipulated in the Articles of Incorporation.

The AGM is announced on the website two weeks prior to the meeting, and detailed information related to the agenda of the meeting is disclosed so that shareholders can review the agenda in advance. For important agenda items such as the appointment of executives and changes to the Articles of Incorporation, we separate the agenda for each executive or article and disclose the details of each agenda item beforehand. Notably, when the agenda includes the appointment of executives such as independent directors and audit committee members, we strive to ensure the decision-making rights of shareholders and secure transparency in the appointment of directors by disclosing the candidates' major experiences and the reasons for recommendation in detail.

Results of a General Meeting

The attendance at the 20th Annual General Meeting of Shareholders held on March 26, 2024, was 15,167,050 shares (68.4%) including self-attendance, electronic voting, and proxy voting. Excluding largest shareholders and related parties, the attendance was 2,031,769 shares, which represents 9.2% of the total voting shares issued by the company. All 9 agenda items of the 20th Annual General Meeting met the resolution requirements and were adopted as originally proposed. The detailed voting results for each agenda item are as follows.

Results of the 20th Annual General Meeting

Agenda No.ResolutionAgenda detailsResultTotal number of voting shares issued (①)Number of voting shares exercised out of ① (A)**Approved (B) (Ratio, %)***
Opposed/ Abstained (C) (Ratio, %)****
1OrdinaryApproval of separate and consolidated financial statements for the 20th period (Jan 1, 2023 - Dec 31, 2023), including statements of appropriation of retained earningsAdopted22,190,16415,167,05015,037,550 (99.1%)
129,500 (0.9%)
2-1OrdinaryAppointment of non-executive director (Candidate: Jae-min Kim)Adopted22,190,16415,167,05014,927,884 (98.4%)
239,166 (1.6%)
2-2OrdinaryAppointment of non-executive director (Candidate: Dong-chun Lee)Adopted22,190,16415,167,05015,126,193 (99.7%)
40,857 (0.3%)
2-3OrdinaryAppointment of independent director (Candidate: Mo-doom Kim)Adopted22,190,16415,167,05015,119,004 (99.7%)
48,046 (0.3%)
3*OrdinaryAppointment of independent director as an audit committee member (Candidate: Jun-cheol Kim)Adopted22,190,1643,111,9402,799,317 (90.0%)
312,623 (10.0%)
4*OrdinaryAppointment of audit committee member (Candidate: Mo-doom Kim)Adopted22,190,1643,111,9403,063,909 (98.5%)
48,031 (1.5%)
5OrdinaryApproval of directors’ remuneration limitsAdopted22,190,16415,167,05015,142,917 (99.8%)
24,133 (0.2%)
6OrdinaryAmendment to executive severance pay regulationsAdopted22,190,16415,167,05015,121,260 (99.7%)
45,790 (0.3%)
7OrdinaryPartial amendment to the Articles of IncorporationAdopted22,190,16415,167,05015,146,737 (99.9%)
20,313 (0.1%)
  • *The agenda items for the appointment of audit committee members specify the number of shares excluding restricted voting shares.
  • **Number of shares (A) = Number of shares (B) + Number of shares (C)
  • ***Percentage of shares approved in voting (%) = (B/A) x 100
  • ****Percentage of shares opposed or abstained in voting (%) = (C/A) x 100

Shareholders’ Rights Protection

Shareholder Communication and Disclosures

Disclosure and Accessibility Enhancement

To ensure the accuracy, completeness, fairness, and timeliness of the disclosure of information that may affect stakeholders, SK D&D has established the Disclosure Information Management Regulations and designated the Disclosure Officer to assess and monitor disclosure risks. We also provide training to the disclosure officer and relevant departments to comply with disclosure-related laws and obligations and to strengthen the professionalism and efficiency of disclosure.

SK D&D discloses mandatory information on its website, including financial information, disclosures on the Korean electronic disclosure system for corporate filings (DART), and announcements regarding shareholders' meetings or the appointment of external auditors. In addition to regular disclosures, we disclose matters that may have a significant impact on corporate value, such as financial statements and stock mergers due to spin-off. Moreover, since 2022, we have been annually publishing our Sustainability Report to clearly communicate our ESG management performance to various stakeholders and has established a web-based sustainability report to expand access to related information.

SK D&D Disclosure Status

CategoryUnit202120222023
Voluntary disclosureCases051
IR events*Cases345
  • *At IR events, we disclose the number of briefings held for analysts and domestic and foreign institutional investors. In addition, we conduct sessions targeting various other stakeholders at least twice a month

Shareholder Return

Dividend Policy and Results

SK D&D aims to return profits to shareholders by explicitly stating matters related to monetary and stock dividends in its Articles of Incorporation. We review and announce our dividend policy every three years to continually enhance shareholder value. Details regarding dividend policy and payments are transparently disclosed through regular reports (annual/quarterly) and the company's website, following resolutions from the general meeting of shareholders and the Board of Directors. Dividends are disbursed to shareholders within one month of the final decision made at the general meeting. Particularly since 2022, we have strengthened its shareholder-friendly management by introducing and implementing interim dividends.

SK D&D Dividend Policy (2021-2023)

SK D&D Dividend Results

CategoryUnit20192020202120222023
Common sharesNo. of dividend shares1,000 shares18,99018,99022,19022,19022,190
Dividend per shareKRW600600800800800
Cash dividend yield%2.061.412.563.513.12
Preferred sharesNo. of dividend shares1,000 shares-5,2002,0002,0002,000
Dividend per shareKRW-1,0221,0221,0221,022
Cash dividend payout ratio%25.3725.3514.8525.8319.20
Total dividends amountKRW 1 million11,39416,70819,76919,76919,769