Board of director-centered management, a working board of directors
SK hynix practices effective and transparent board of director-centered management and ceaselessly tries to maximize stockholders’ profits and corporate values and to establish advanced governance structures in order to pursue sustainable development.
Overview
- 01. Enhancing independence of Board of directors
- More than 60% of the board of directors comprises outside directors; Six out of nine directors are outside directors.
- 02. Organizing independent committee
- Pursue professionalism and speed in decision-making
- A council for recommending candidates for outside directors.
- A board of inspection (formed by four outside directors)
Transparent accounting/ do monitoring and supervising to secure fair management. - Sustainability Management Committee
Review SK hynix’s law-abiding management system and activities including its antitrust, anticorruption, Safety, Health and Environment (SHE), and subcontracting policy.
Establishment of sustainability management strategies and review of the results
Deliberation on execution of more than one billion won of contributions - Compensation Committee [consisting of three outside directors]
Review the remuneration limit of directors and granting stock options to the management - Investment Strategy Committee
Review important strategic partnerships and investments (equity investment, license, etc.)
- 03. Transparent and fair recommendation of outside director candidates
- Secure transparency and fairness in the process to appoint outside directors through the council for recommending candidates for outside directors.
- 01. Establishing Corporate Governance Charter
- Principles and directions of corporate governance, propose a plan for board of directors-centered transparent management.
- 02. Publishing a manual regarding the work of director (Directors' Manual)
- Publish a manual regarding the work of directors to enhance efficiency in the operation of the board of directors and to standardize jobs.
- Introduce the company history and the management conditions of the previous year.
- Rules necessary for conducting jobs.
- Formation : Various rules related to the directors’ board, such as principles for directors’ behavior, ethical codes, standards for performance of duties (including commentaries) and company statutes.
- 03. Improving operation of Board of directors and subcommittee
- Regularize board meetings.
- Bills
- Promotional and public data
- Financial information
- Board for sharing information
- Various regulations of Board of directors
- System for providing directors’ information (BOD.skhynix.com)
- The system for providing directors’ information promotes the realization of a ubiquitous board of directors through providing information about bills and various real-time management information (about finance, business and promotional data) and through enabling directors and the company to exchange information at all times.
Board of Directors
Composition of Board of Directors
- Lee Seok-Hee
- Current)Chief Executive & CEO of SK hynix
Previous)Chief Operating Officer of SK hynix -
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Ph.D, Materials Engineering, Graduate School of Stanford Univ.
- Main experience
- 2000 ~ 2010Intel
- 2010 ~ 2013Professor, KAIST
- 2013 ~ 2014Director of Future Technology Research Institute, SK hynix
- 2014 ~ 2016Chief of DRAM Development Div., SK hynix
- 2016 ~ 2017General President and General Director of SK hynix
- 2018Chief Operating Officer of SK hynix
- 2018 ~ presentChief Executive & CEO of SK hynix
- Park Jung-Ho
- Current)President & CEO of SK Telecom Co., Ltd. / Chairman of the board of directors, SK hynix
Previous)President & CEO of SK Co., Ltd -
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders - MORE
- Educational background
- George Washington University, M.B.A
- Main experience
- 2012Head of SK Telecom Business Development Office
- 2013 ~ 2014Head of C&C Corporate Development
- 2015President & CEO of SK C&C
- 2015 ~ 2016President & CEO of SK Co., Ltd
- 2016 ~ presentPresident & CEO of SK Telecom Co., Ltd.
- 2019 ~ presentChairman of the board of directors, SK hynix
- Ha Yung-ku
- Current)Advisor, Kim & Chang
Previous)Chairman, Korea Federation of Banks -
Appointment : 2019.03
Term : 2022 Ordinary General Meeting of Shareholders - MORE
- Educational background
- M.B.A., Northwestern University
- Main experience
- 2001 ~ 2004KorAm Bank
- 2004 ~ 2014Chairman & CEO, Citigroup Korea
- 2014 ~ 2017Chairman, Korea Federation of Banks
- 2016 ~ 2017Member, Financial Market Reform Committee
- 2018 ~ presentAdvisor, Kim & Chang
- Song Ho-Keun
- Current) Chair Professor/ Dean at the Department of Humanities & Social Sciences at Pohang University of Science and Technology
Previous) Policy advisory committee member, Constitutional Court of Korea -
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Ph.D. in Sociology, Graduate School of Harvard University
- Main experience
- 1989 ~ 1993Associate professor, Hallym University
- 1999 ~ 2002Director, Th Institute for Social Development & Policy Research, SNU
- 2004 ~ 2006Advisory committee member, The Board of Audit & Inspection of Korea
- 2006 ~ 2007Director, The Office of International Affairs, SNU
- 2009Member of Social Integration Committee
- 2016Policy advisory committee member, Constitutional Court of Korea
- 2004 ~ 2009Columnist, JoongAng Ilbo
- 2010 ~ PresentColumnist, JoongAng Ilbo
- 2015 ~ PresentInspection commissioner, POSCO Cheongam Foundation
- 1998 ~ 2018Professor at College of Social Sciences, SNU
- 2018Chair professor, SNU
- 2018 ~ PresentChair Professor/ Dean at the Department of Humanities & Social Sciences at Pohang University of Science and Technology
- Cho Hyun-Jae
- Previous) Representative Director, MBN
-
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Dept. of Spanish, Hankuk University of Foreign Studies
- Main experience
- 2008 ~ 2010Managing Director, Maeil Business News Korea
- 2010 ~ 2011Representative Director & New Media Director, Maegyeong.com
- 2011 ~ 2013Representative Director, MBN
- 2013 ~ 2014Head of Reporting HQ, MBN
- 2014 ~ 2016Representative Director, MBN
- 2015 ~ 2018Non-executive Director, Korea Rehabilitation Agency
- 2017 ~ 2019Visiting Professor, Gwangju University
- Yoon Tae-Hwa
- Current) Professor, Dept. of Business Administration, Gachon University
Previous) 25th Chairman, KAIA -
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Ph.D. in Business Administration, Graduate School of Yonsei University
- Main experience
- 1985 ~ 1987CAP, An Gwon Accounting Firm
- 1989 ~ 1998Professor, Korea Banking Institute
- 2012 ~ 2018Non-executive Judge, Tax Tribunal
- 2013The 24th Chairman of Korean Academic Society of Taxation
- 2016The 25th Chairman of KAIA
- 2016 ~ 2019Non-executive Auditor of Korea Employment Information Service (KEIS)
- 2018 ~ PresentChairman at the Audit Advisory Committee of Korea Asset management Corporation
- 2018 ~ PresentRepresentative Civil Auditor of National Tax Service
- 2019 ~ PresentChairman at the KOSDAQ Disclosure Committee of Korea Exchange
- 1998 ~ PresentProfessor, Dept. of Business Administration, Gachon University
- Shin Chang-Hwan
- Current)School of Electronic and Electrical Engineering, College of Information and Communication Engineering, Sungkyunkwan University
Previous)IBM Micro Electronics -
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Ph.D Electrical Engineering and Computer Science, University of California at Berkeley
- Main experience
- 2010IBM Micro Electronics
- 2011Xilinx
- 2012 ~ 2018Professor, School of Electrical & Computer Engineering, College of Engineering, University of Seoul
- 2018 ~ presentSchool of Electronic and Electrical Engineering, College of Information and Communication Engineering, Sungkyunkwan University
- Han Ae-Ra
- Current)Professor, School of Law, Sungkyunkwan University
Previous)Research judge, Supreme Court of Korea -
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders - MORE
- Educational background
- Harvard Law School, LL.M.
- Main experience
- 2010 ~ 2011Judge, Seoul High Court
- 2011 ~ 2013Professor, Judicial Research and Training Institute
- 2013 ~ 2014Presiding Judge, Changwon District Court
- 2014 ~ 2016Research judge, Supreme Court of Korea
- 2016 ~ 2018Lawyer, Kim & Chang
- 2018 ~ presentProfessor, School of Law, Sungkyunkwan University
- Oh Jong-Hoon
- Current)EVP & Head of SK hynix Global Sales & Marketing
Previous)SVP & Head of SK hynix DRAM Development & Business -
Appointment : 2019.03
Term : 2022 Ordinary General Meeting of Shareholders - MORE
- Educational background
- B.S., Dept. of Electronic Engineering, Seoul National University
- Main experience
- 1987 ~ 1998Hyundai Electronics
- 2009 ~ 2012SK hynix DRAM Technical Marketing in U.S. Office
- 2012 ~ 2014VP & Head of SK hynix Product Planning & Enabling Office
- 2014 ~ 2017SVP & Head of SK hynix DRAM Product Development Division
- 2018SVP & Head of SK hynix DRAM Development & Business
- 2019 ~ presentEVP & Head of SK hynix Global Sales & Marketing
Power of Board of Directors
- The board of directors determines matters decided by the law and company statutes and other important matters for performing company tasks.
- The board of directors supervises the job performance of directors and management.
1. Decisions in relation to commercial law
(1)Calling of shareholders’ meetings
(2)Approval for sales reports
(3)Approval for balance sheets, statements of profits and losses, statements of retained earnings or statements of disposition of deficits and supplementary schedules
(4)Appointment and dismissal of the CEO
(5)Determination of joint representatives
(6)Establishment, relocation or closure of branches
(7)Issuance of new stocks
(8)Subscription of bonds
(9)Capitalization of reserves
(10)Issuance of convertible bonds, exchangeable bonds and bonds with warrants <revised on April 9, 1999>
(11)Approval on competitive business of directors and on a deal between SK hynix (the “Company”) and its directors, major stakeholders, etc. <revised on June 24, 2020>
(12)Establishment and abolishment of councils and appointment and dismissal of members of councils [established on April 29, 2000] <revised on Aug. 14, 2001>
(13)Granting and cancellation of stock options [established on April 29, 2000] <revised on Aug. 14, 2001>
(14)Decision to correct resolutions made by councils excluding the inspection board [established on Aug. 14, 2001] <revised on 2012.3.5>
(15)Minor stock exchanges [established on Aug. 14, 2001]
(16)Small-size merger and division-merger [established on June 1, 2005]
(17)Decision on business transfer sized 1/10 or less of company assets and sales [established on June 1, 2005]
(18)Approval for transactions with the company’s largest shareholder (including his or her specially related persons) and to report to the shareholders’ meeting [established on June 1, 2005] <revised on 2007.11.23, 2010.4.21>
(19)Appointment and dismissal of executives [established on June 1, 2005]
(20)Appointment and dismissal of compliance assistant [established on June 24, 2020]
2. Important matters related to company management
(1)Bills to be submitted to stockholders’ meetings
(2)Matters related to business plans and their operation
(3)Budget and balancing accounts of the company
(4)Matters regarding a plan to make new investment of more than a larger amount of money between 1.5% of the company equity and 100 billion won, loaning (excluding short-term loans within a year), debt guarantees, investment and acquisition, disposal and management of assets (the equity follows securities market disclosure rules) <revised on Nov. 23, 2007, April 21, 2010 and March 5, 2012>
(5)<Deleted on March 5, 2012>
(6)Issuance of overseas securities
(7)<Deleted on April 9, 1999>
(8)Establishment, revision and abrogation of regulations for each council [established on Aug. 14, 2001] <revised on April 21, 2010>
(9)<Deleted on March 5, 2012>
(10)Following behaviors corresponding to more than 5% of the larger sum between the capital or the equity determined by the law about monopoly regulation and fair trade as a matter to be approved by the directors’ board, or 5 billion won. If the board of inspection includes three or more outside directors and the number of outside directors is 2/3 of the total board members or more, the authority to determine those matters will be entrusted to the board of inspection.
A)To provide the capital, securities or assets to or for specially related persons and trade those with specially related persons
B)To provide or trade goods and services to or for a company for which the same persons or their relatives invest 20% or more of the total sum of quarter transaction or its subsidiaries [established on March 5, 2012]
(11)Establishment and correction of a business management system of the company to execute its corporate philosophy [established on March 5, 2012]
(12)The board of directors shall deliberate on contributions of more than one billion won unless there is any committee dedicated to deliberating preliminarily on sustainability management and social value creation. However, it may make contributions and report the results later when they are made for emergency situations—force majeure including tycoon, flood, fire, earthquake, etc.—or according to Community Chest of Korea Act[established on February 22, 2017] <revised on 2018.3.28>
(13)Despite the existence of items (12), the approval of the Board of Directors (the “Board”) is necessary in the following cases:
A)For the same donation recipients, the donation at that time where the total donations of the year reach more than KRW 1.0 billion (bn) and the donation for the following period of the year;
B)For the same purpose and recipient, the donation where the total Company donations are under KRW 1.0 bn or the those of its affiliates are more than KRW 2.0 bn [established on June 24, 2020]
3. Other matters entrusted by the law, company statutes or stockholder’s meetings and matters that the CEO or chairman of the board thinks important for company management and submits to the directors’ board
Holding the Board of Directors MORE
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 13 | 2020-12-21 | 1. Donation contributions (Proposal) 2. Delegation of 2021 bond issuance (Proposal) 3. Transactions with SKHYCL (entity in Wuxi, China) (Proposal) 4. Transactions with SK Engineering & Construction (Proposal) 5. Transactions with SK Energy (Proposal) 6. Transactions with SK Telecom, etc. (Proposal) |
passed | (6/6) |
| 12 | 2020-11-25 | 1. Selection of preferred bidder for SEC LNG supply transaction (Proposal) | passed | (6/6) |
| 11 | 2020-10-30 | 1. Donation contribution to Center for Social value Enhancement Studies (CSES) (Proposal) | passed | (6/6) |
| 10 | 2020-10-20 | 1. Acquisition of Intel’s SSD/NAND business (Proposal) | passed | (6/6) |
| 9 | 2020-09-24 | 1. Transactions with SK Telecom (Proposal) | passed | (6/6) |
| 8 | 2020-07-22 | 1. Transactions with SK Hystec (Proposal) 2. 2020 Revised management plan (Proposal) |
passed | (6/6) |
| 7 | 2020-06-24 | 1. Transactions with SK Telecom, etc. (Proposal) 2. Revision of Board of Directors regulations (Proposal) |
passed | (6/6) |
| 6 | 2020-05-27 | 1. Appointment of Sustainability Management Committee members and revision of regulations (Proposal) | passed | (6/6) |
| 5 | 2020-04-22 | 1. Donation contributions to Korean Foundation for Advanced Studies (KFAS) (Proposal) 2. Transactions with SK Innovation (Proposal) 3.Transactions with SK Telecom (Proposal) |
passed | (6/6) |
| 4 | 2020-04-02 | 1. Loan to SKHYCL (production entity in Wuxi, China) (Proposal) | passed | (6/6) |
| 3 | 2020-03-20 | 1. Appointment of the Chairman of the Board of Directors 2. Appointment of CEO 3. Appointment of Senior Outside Director 4. Establishment of committee within the Board of Directors and appointment of members |
passed | (6/6) |
| 2 | 2020-02-21 | 1. Stock option grant (Proposal) 2. Convocation of 72nd Ordinary General Meeting of Shareholders (Proposal) |
passed | (6/6) |
| 1 | 2020-01-30 | 1.Appointment of Compliance Officer 2. 2019 Financial Statements (Proposal) 3. 2019 Annual Report (Proposal) 4. Transactions with SK Engineering & Construction (Proposal) 5. 2020 Management plan (Proposal) |
Passed | (6/6) |
Subcommittee
Composition of Subcommittee
- A board of inspection
- Composition : Ha Yung-ku, Shin Chang-Hwan, Yoon Tae-Hwa, Han Ae-Ra (four outside directors)
- Date of appointment : 2020.3, 2020.3, 2018.3, 2020.3
- Term : The term of auditors is the same with directors.
- Roles : Deliberation on auditing of accounts and jobs and appointment of outside auditors, etc.
- A council for recommending candidates for outside directors
- Composition : Ha Yung-ku, Song Ho-Keun, Cho Hyun-Jae (three outside directors)
- Roles : Recommending outside director candidate according to related legislations / Article of Incorporation and regulations of board of directors
- Sustainability Management Committee
- Composition : Song Ho-Keun, Cho Hyun-Jae, Han Ae-Ra (three outside directors) / Oh Jong-Hoon (one inside director)
- Roles : Review SK hynix’s law-abiding management system and activities including its antitrust, anticorruption, Safety, Health and Environment (SHE), and subcontracting policy.
Establishment of sustainability management strategies and review of the results
Deliberation on execution of more than one billion won of contributions
- Compensation Committee
- Composition : Song Ho-Keun, Cho Hyun-Jae, Yoon Tae-Hwa (three outside directors)
- Roles : Review the remuneration limit of directors and compensation matters for the management
- Investment Strategy Committee
- Composition : Ha Yung-ku, Shin Chang-Hwan (two outside directors) / Lee Seok-Hee (one inside director)
- Roles : Review important strategic partnerships and investments (equity investment, license, etc.)
Holding the Board of Directors
A board of inspection MORE
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 10 | 2020-12-14 | 1. Transactions with SK Holdings (Proposal) 2. Transactions with SK Siltron (Proposal) 3. Transactions with SK Hyeng (Proposal) 4.Transactions with Chungcheong Energy Service (Proposal) 5. Interim reporting of PCAOB audit 6. Contract for 2021 designated external audit (Proposal) |
Passed Passed Passed Passed - - |
(4/4) |
| 9 | 2020-11-11 | 1. Report on ethical management performance for 3Q 2. External auditor evaluation plan (Proposal) |
- | (4/4) |
| 8 | 2020-09-21 | 1. Transactions with SK Holdings (Proposal) 2. Transactions with SK Siltron (Proposal) 3. Transactions with Chungcheong Energy Service (Proposal) 4. Capital increase for Happy More (Proposal) 5. 1stInterim reporting on internal accounting management system operation evaluation |
Passed Passed Passed Passed - |
(4/4) |
| 7 | 2020-08-12 | 1. Report on 2020 half-year financial review 2. Report on non-audit work performed |
- | (4/4) |
| 6 | 2020-07-20 | 1. Report on ethical management performance for 2020 half-year 2. 2020 PCAOB audit plan (Proposal) 3. Contract for 2020 internal accounting management system operation evaluation (Proposal) |
- | (4/4) |
| 5 | 2020-06-24 | 1. Transactions with SK Holdings (Proposal) 2. Transactions with SK Airgas (Proposal) 3. Annual operation plan of the internal accounting management system 4. 2020 PCAOB audit 5. Report on non-audit work performed |
Passed Passed - - - |
(4/4) |
| 4 | 2020-04-22 | 1. Appointment of Chairman of the Audit Committee 2. Loan to SKHYSI (Proposal) 3. Report on ethical management performance for 1Q 4. Report on non-audit work provided 5. 2020 Audit Committee operation plan (Proposal) |
Passed Passed - - - |
(4/4) |
| 3 | 2020-03-11 | 1. Review on legitimacy of agenda and documents to be submitted to the 72nd Ordinary General Meeting of Shareholders 2. Audit Report (Proposal) 3. Opinion Report on Internal Control System (Proposal) 4. Transactions with SK Holdings (Proposal) |
Passed | (3/3) |
| 2 | 2020-02-19 | 1. 2019 Internal Accounting System Operation Evaluation Report (Proposal) 2. Results of 2019 external audit |
Passed - |
(3/3) |
| 1 | 2020-01-20 | 1. 2019 Internal accounting management system operation status 2. 2019 Ethical management performance and 2020 operation plan |
- | (3/3) |
Committee for recommending non-executive director candidates MORE
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 1 | 2020-02-21 | 1. Recommendation of Outside Director candidates for the 72nd Ordinary General Meeting of Shareholders (Proposal) | Passed | (2/2) |
Sustainability management committee MORE
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 4 | 2020-12-10 | 1. SK Hynix: Declaration of 2050 “RE100” 2. 2020 Compliance management activities |
- | (3/3) |
| 3 | 2020-10-08 | 1. Social Value 2030 execution plan 2. 2020 DBL RI(Readiness Index) review results 3. Donation contribution related to SOVAC(Social Value Connect) |
- | (3/3) |
| 2 | 2020-06-16 | 1. 2018~2020 Donation details (500 ~ 1,000 million KRW) 2. Results of 2020 Sustainability Management Report review implementation 3. 2020 Half-year Compliance Officer activities |
- | (3/3) |
| 1 | 2020-03-06 | 1. 2020 Donation contribution plan 2. 2020 Sustainability Management Report publication plan |
- | (2/2) |
Investment Strategy Committee
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 1 | 2020-10-28 | 1. Appointment of Chairman 2. 2021 management plan (Preliminary) 3. 2021 CapEx amount and pre-code target |
Passed - - |
(2/2) |
Remuneration Committee
| Round of the meeting | Date | Content of Bill | Passage of Bills | Participation of outside director |
|---|---|---|---|---|
| 1 | 2020-11-16 | 1. Appointment of Chairman 2. Review of regulations and cases related to Remuneration Committee 3. Executive remuneration policy and standards |
Passed - - |
(3/3) |
Articles of Incorporation
The ultimate purpose of our business operation is the happiness of SK People.
By growing the happiness of SK People along with the happiness of stakeholders, SK People who are the main actors of business operations should pursue sustainable happiness.
To this end, the Management Philosophy is established& implemented as follows to form the basis of business operations.
As the foundation of the pursuit of happiness, the corporate enterprise must have stability and growth and exist and develop permanently. To achieve this, SK People shall simultaneously pursue the happiness of SK People and the happiness of its stakeholders.
All values created for the happiness of stakeholders is social value. By growing economic value through the creation of social value, a relationship of trust with stakeholders can be developed.
- Earn customer trust by satisfying them with a variety of value and ultimately develop together with them.
- Build a fair and competitive business ecosystem with its business partners, and achieve mutual development through cooperation based on it.
- Raise the company value by continuously creating shareholder value.
- Grow together with society while making various contributions such as environmental protection, job creation, improving the quality of life, and supporting local communities.
[Added February 13, 2012] <Amended March 24, 2017><Amended March 20, 2020>
