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Management Information

  • Responsible management system by professional managers and independent management system with a focus on the board of directors With the establishment of a holding company system, LG abandoned the “cross-shareholding structure” between affiliated companies. As a result, the holding company is solely responsible for investment, while LG Innotek can concentrate on increasing the value of the company itself and doing its own business without the burden of investment. With this corporate governance structure, LG Innotek laid the foundation of enhancing “management transparency”.
    LG Innotek is strengthening business competitiveness at home and abroad, and ultimately is realizing the maximization of shareholder value and corporate value by establishing the responsible management system by the professional manager CEO Cheol-dong Jeong and managing business with a focus on the board of directors to enhance corporate transparency.
  • Independent board of directors and active non-executive director activities LG Innotek's board of directors is independent from major shareholders and management in terms of member composition. There are 7 directors and 4 of them are non-executive directors. Non-executive directors are composed of people who have outstanding expertise and experience in each field and reputation. They participate in company management by providing faithful advice such as decision-making on major business management issues and monitoring of their execution.
    The board of directors is operated by establishing schedules so that all directors can attend. Directors review the data provided by the company with sufficient time before attending the board of directors, so that they can actively express their opinions, give a cool-headed assessment, and supervise important management issues, internal transactions among affiliated companies, and business execution of the management. LG Innotek provides the opportunity of active participation in management to non-executive directors. For example, non-executive directors can visit workplaces at home and abroad for on-site management.
  • Strengthened independence and responsibility of the audit committee The audit committee excludes internal personnel and is entirely composed of non-executive directors (three) to secure independence from the company's major shareholders and management, in order to enhance the legality and transparency of corporate accounting, which is its major function, and faithfully play a role of a monitoring and supervisory agency to secure the fairness of management. In addition, the appointment of external auditors is approved based on their specialty in business, independence and reputation, additional service capabilities, international business capabilities, and potential interest conflict with the company.
  • Status of recommendations for model criteria related to governnance structure
    Recommendations for exemplarly criteria Adopted or not Remarks
    Enactment of Code of Ethics for employees O
    Accumulated voting system X
    Electronic voting system O
    Separation of Representative Director from Chair of the Board of Directors X
    Composition of the Board of Directors (Majority being outside directors) O Four outside directors (57%) out of the seven directors
    Outside directors’ independence (independence from the Company, its top managers, and governing shareholders) O
    Adoption of the role/operating procedure for the Board of Directors and its committees O
    Operating specialty committees inside the Board of Directors O Installation/operation of the Audit Committee, the Management Committee, the Outside Director Recommendation Committee, the Internal Trading Committee, and the ESG Committee
    Disclsoure of details of the Board of Directors’ activities, rate of attendance, and ayes/noes about major agenda items O Disclosure of business report
    Having directors covered by loss compensation insurance at the Company’s expense O
    Composition of the Audit Committee (all of the members being outside directors) O
    Outside auditor’s maintenance of independence O The Audit Committee’s review and approval of the selection of outside auditor
    Verification of accurancy of business report, etc. O Verification by the Representative Director and directors in charge
    Disclosure of audit report and important occasional disclosure in Korean and English O
    Explanation about difference from model criteria O

Board of directors members

  • Cheol-Dong Jeong Representative director(Chairman, Management commission)

    CEO, LG Innotek

    Former President, IT & Electronic
    Materials Company, LG Chem

    Elected : Mar 2019 (Term : 3 Years)

  • Chang-Tae Kim Inside Director(Member of Management commission)

    CFO, LG Innotek

    Former Chief of Management diagnosis 1,
    LG Economic Research Institute

    Elected : Mar 2020 (Term : 3 Years)

  • Yeong-Chang Ju Outside director(Member of Auditing committee)

    Chief of Nano Metallurgy Research Group
    (Future Material Discovery Project)

    Elected : Mar 2020 (Term : 3 Years)

  • Young-Soo Yoo Outside director

    Director of Director of LOONSHOT KOREA

    Former CEO of Hyundai MnSoft

    Elected : Mar 2019 (Term : 3 Years)

  • Joon Chae Outside director(Chairman of Auditing committee, Member of Outside director recommendation committee)

    Professor at Seoul National University
    (Department of Business Administration)

    Vice President, Korea Derivatives Association

    Elected : Mar 2021 (Term : 2 Years)

  • Yeon-Chae Jung Non-standing Director(Chairman of Outside director recommendation committee)

    Electronics team leader of LG

    Former Head of LG Electronics Jeong-do
    managemant devision

    Elected : Mar 2021 (Term : 3 Years)

  • Sang-Chan Park Outside director(Member of Auditing committee and Outside director recommendation committee)

    Professor at Kyunghee University(Department of Business Administration)

    Former Professor at KAIST(Department of Industrial Engineering)

    Elected : Mar 2019 (Term : 3 Years)

  • ※ All members of the board of directors have directors & officers liability insurance.

Authorities

Authorities of the board of directors

  • 1. The board of directors decides the matters specified laws or articles of incorporation, matters authorized by the general shareholders' meeting, and important matters related to the basic policy of company management and business execution.
  • 2. The matters about business execution that are not stipulated as a matter to submit for consideration in this regulation will be delegated to the CEO.
  • 3. The board of directors supervises the execution of the duties of directors.

View matters to submit for consideration

The following matters need to be submitted to the board of directors.

  • 01. Matters concerning the general shareholders' meeting

    1. Calling a general shareholders' meeting
    2. Approving business reports
    3. Approving financial statements
    4. Changing the articles of incorporation
    5. Reducing capital
    6. Dissolution, merger, division and merger, continuation of the company
    7. Transferring all or important part of company's business
    8. Acquiring all or part of another company’s business that has a significant impact on company’s business
    9. Concluding, changing, or terminating a contract that entrusts all business or management, shares all profits and losses of business with others, and other contracts corresponding to the same
    10. Appointing and dismissing a director or an audit committee member
    11. Issuing shares below par
    12. Indemnifying the directors from liability to the company
    13. Deciding stock dividends
    14. Deciding interim dividends
    15. Granting stock options
    16. Deciding the remuneration of directors and audit committee members
    17. Approving a transaction with the company's largest shareholder and the affiliate person in accordance with Article 542-9 of the Commercial Act, and reporting to the general shareholder’s meeting
    18. Large-scale internal transactions in accordance with the Fair Trade Act
    19. Closing the list of shareholders and determining the base date
    20. Other matters to submit to the general shareholders' meeting for consideration
    21. Reducing a legal reserve
  • 02. Matters concerning management

    1. Deciding and changing the basic company management policy
    2. Appointing and dismissing the manager
    3. Establishing, relocating, or closing a subsidiary company (including an overseas subsidiary), branch, office, workplace, or other important facility. However, the relocation of an overseas sales subsidiary, branch, and office can also be approved by Management Committee.
    4. Deciding simplicity merger, simplicity split and merger, small merger, and small split merger
    5. Approving reports on this year’s performance and next year's business plans
    6. Establishing, enforcing, or abolishing compliance control standards
  • 03. Matters concerning finance

    1. Investment in domestic and foreign facilities: KRW 50 billion won or more per case
    2. Setting and increasing an annual total limit for the issuance of loans (excluding loans secured by sales credit) and corporate bonds, short-term bonds of LG Electronics, and CP (commercial paper)
    3. Disposing other’s investment or contributed shares, or lending funds: KRW 40 billion or more per case
    4. Acquiring or disposing sales or assets: KRW 50 billion or more per case
    5. Issuing new shares (including transfer of preemptive right, handling of forfeited stocks and fraction stocks)
    6. Issuing bonds
    7. Capitalizing reserves
    8. Issuing convertible bonds
    9. Issuing bonds with the preemptive right
    10. Acquiring and disposing treasury stocks
    11. Providing collateral or guarantee for others (including a subsidiary company): KRW 40 billion or more per case
    12. Burning stocks
  • 04. Matters concerning personnel

    1. Matters concerning the personnel and remuneration of executive officers
    2. Appointing the Chief Financial Officer (CFO)
    3. Appointing and dismissing the representative director
    4. Appointing the compliance officer
  • 05. Matters concerning directors, board of directors, committees, etc.

    1. Approving a transaction between the director, etc. and the company
    2. Approving the director’s appropriation of company opportunities and assets
    3. Establishing, operating, and abolishing a committee within the board of directors
    4. Appointing and dismissing a committee member within the board of directors
    5. Re-resolution on the resolution of the committee within the board of directors However, not applicable for the resolution of Audit Committee.
    6. Deciding expert’s assistance for the director
    7. Enacting and abolishing the operation regulation of the committee within the board of directors
    8. Approving the competitive business of the director and exercising the right of intervention
  • 06. Others

    1. Cancelling the granting of stock options
    2. Designating a transfer agent
    3. Other matters stipulated by the law or articles of incorporation, matters delegated by the general shareholders' meeting, and matters deemed necessary by the CEO

Activity

Date of holding Details of the bill Approval status Attendance of non-executive directors
April 29, 2021 Business performance report on 2021, 1Q Reported 4/4
Approval on revision of operational regulations for the Board of Directors and Audit Committee Approved
Approval on establishment of Internal Transaction Committee Approved
Approval on establishment of ESG Committee Approved
Approval on debt guarantee of long-term loan by the Vietnamese Corporation Approved
Approval on change in compensation on outside directors (draft plan) Approved
March 18, 2021 Approval on change in 2021 Business Plan Approved 4/4
Appointment of members for the outside director candidate recommendation committee Approved
Approval on change in HR management regulations for the executive officers Approved
Approval on payment of performance incentive for the executive officers Approved
Approval on execution of compensation on directors Approved
Approval on conclusion of LED asset disposal contract Approved
February 17, 2021 Report on the evaluation result of operation status of the internal accounting management system Reported 4/4
Approval on convening the 45th Ordinary General Meeting of Shareholders Approved
Approval on the agenda of Ordinary General Meeting of Shareholders Approved
Approval on the large-scale facility investment Approved
January 25, 2021 Report on the operation status of the compliance system Reported 4/4
Report on the operation status of the internal accounting management system Reported
Approval on introduction of the e-voting system Approved
Approval on the financial statements and business report Approved
Approval on the occupational safety & health plan Approved
Date of holding Details of the bill Approval status Attendance of non-executive directors
November 26, 2020 Annual report on the treatment of resigning executives Reported 4/4
Report on the matters resolved and delegated by the management committee Reported
Approval of the annual loan limit in 2021 Approved
Approval of business plan for 2021 Approved
Approval of goods and services transactions with subsidiary companies Approved
Approval of the transaction amount limit with affiliate persons Approved
Approval of transaction for oneself with subsidiary companies, etc. Approved
Approval of personnel matters for executive officers in 2021 Approved
October 28, 2020 Management performance report for Q3 2020 Reported 4/4
Approval of LED business closing Approved
July 22, 2020 Management performance report for Q2 2020 Reported 4/4
Approval of large-scale investment in facilities Approved
Approval of goods and services transactions with subsidiary companies Approved
April 28, 2020 Management performance report for Q1 2020 Reported 4/4
March 20, 2020 Appointment of the member of Management Committee Approved 4/4
Appointment of the members of the non-executive director candidate recommendation committee Approved
Approval for paying the special bonus for executive officers Approved
Approval for paying remuneration for directors Approved
February 13, 2020 Approval for convening the 44th regular general meeting of stockholders Approved 4/4
Approval of matters to submit for consideration during the 44th regular general meeting of stockholders
- Approval of the 44th term financial statements and consolidated financial statements
- Appointment of directors
- Appointment of the member of Audit Committee
- Approval of director’s remuneration limits
Approved
Approval of the total transaction amount limit with affiliates persons in 2020 Approved
Approval of the transaction between major shareholders and the company in 2020 Approved
January 29, 2020 Approval of 2019 financial statements and operating report Approved 3/4
Approval of the appointment of the compliance officer Approved
Approval of the revised HR management regulations for executive officers Approved
Outside director candidate recommendation committee
Roles
The committee is held when appointing outside director to recommend the candidates.
Authority

1.The committee has the authority of recommending the candidate of the outside director to be appointed at the general meeting of stockholders.

2.When deciding the person to be recommended as a outside director, the candidate should be included who is recommended six weeks before the general shareholders' meeting by those who are qualified for exercising the shareholder’s right to recommend a candidate in accordance with Article 363-2 (1) of the Commercial Act and Article 542-6 (1) and (2) of the Commercial Act.

Members
Director Yeon-Chae Jung, Director Yeong-Chang Ju, Director Joon Chae
Audit Committee
Roles
Audits the accounting and business of the company.
Authority

1. The committee audits the accounting and business of the company. To this end, the committee may request directors to report on business or investigate the company's business and asset status at any time.

2. The committee can request to hold an extraordinary general meeting by submitting a document to the board of directors, which specifies the purpose and reason for holding a meeting.

3. The committee can request the subsidiary company to report their business, if it is necessary to perform their duties. If the subsidiary company does not report without delay upon receiving the request, or the details of the report need to be confirmed, the committee may investigate the business and property status of the subsidiary company in question.

4. Audit Committee decides matters prescribed in laws and articles of incorporation, and matters delegated by the board of directors.

Members
Outside director Jun, Chae (appointed on March 18, 2021), Young-chang, Ju (appointed on March 20, 2020), and Sang-chan, Park (appointed on March 22, 2019)

※ The term of the Audit Committee member lasts until the director's term of office expires.

Management Committee
Roles
Improves the efficiency of management and operation of the board of directors.
Authority
The committee can review and decide the matters delegated by the board of directors and other routine management matters.
Members
Director Cheol-dong Jeong and Chang-tae Kim
ESG Committee
Roles
ESG Committee enables the company to fulfil the responsibilities and roles on the environment and the society, and to establish the transparent governance to enable sustainable growth in long term.
Authority
Agenda related to ESG management activities is voted for resolution, and agenda considered to be required by the committee can be reported to the Board of Directors.
Members
Director Cheol-Dong Jeong, Director Young-Soo Yoo, Director Sang-Chan Park, Director Yeong-Chang Ju, Director Joon Chae
Internal Transaction Committee
Roles
Internal control of the company on internal transaction is reinforced to improve the fairness in transaction, and also to enhance the transparency of company management.
Authority
Agenda on internal transaction is voted for resolution, and agenda considered to be required by the committee can be reported to the Board of Directors.
Members
Director Chang-Tae Kim, Director Young-Soo Yoo, Director Sang-Chan Park, Director Joon Chae