Board meetings are divided into regular and extraordinary sessions, with regular sessions occurring at least once every quarter and extraordinary sessions occurring frequently at the request of any director or the Audit Committee in the event of urgent matters.
The Board of Directors is the company's highest decision-making body; it possesses broad management authority and establishes the company's fundamental management policies in the best interests of the company and its shareholders.
2023 Performance of Boards
| No. | Date | Agenda | Whether approved | Status of attendance of directors |
|---|---|---|---|---|
| 1 | 23.01.11 | The result of the inquiry on the mid-term and the long-term vision and growth strategy of KT&G Group | Reporting | 8/8 |
| 2 | 23.01.18 | Approving the loan for TSPM, the KT&G corporation in Indonesia (proposal) | Resolution | 8/8 |
| Approving the investment in manufacturing corporation of KT&G Kazakhstan (proposal) | Resolution | |||
| Partnership project plan with PMI | Reporting | |||
| The KT&G vision and the mid-term and the long-term growth strategy | Reporting | |||
| 3 | 23.01.30 | Signing of the KT&G-PMI global distribution and supply agreement (proposal) | Resolution | 8/8 |
| Receiving the shareholder proposals and the letters from shareholders | Reporting | |||
| 4 | 23.02.09 | Approving the financial statements and the statement of appropriation of retained earnings of the 36th fiscal year (2022) (proposal) | Resolution | 8/8 |
| Approving the business report of the 36th fiscal year (2022) | Resolution | |||
| Reporting the administrative status of the internal accounting management system in 2022 | Reporting | |||
| Establsihment of the Outside Director Candidates Recommendation Committee (proposal) | Resolution | |||
| 5 | 23.02.15 | Receiving the proposals of shareholders | Reporting | 8/8 |
| 6 | 23.02.20 | Deliberating on the eligibility of the shareholder proposal (proposal) | Resolution | 8/8 |
| 7 | 23.03.08 | The result of evaluating the administrative status of the internal accounting management system in 2022 | Reporting | 8/8 |
| Reporting the result of the legal compliance due diligence and the evaluation of the effectiveness in 2022 | Reporting | |||
| Recommending a candidates for the audit committee members (proposal) | Resolution | |||
| 8 | 23.03.08 | Establishing the upper limit of the annual remuneration for directors (proposal) | Resolution | 6/6 |
| 9 | 23.03.10 | Holding the regular general meeting of shareholders of the 36th fiscsal year (proposal) | Resolution | 8/8 |
| 10 | 23.03.16 | The safety and health management plan in 2023 (proposal) | Resolution | 8/8 |
| Modifying the budget of constructing the new print plant | Reporting | |||
| 11 | 23.04.13 | Appointing the chairperson of the board of directors (proposal) | Resolution | 8/8 |
| Appointing committee members and committee chairpersons within the board of directors (proposal) | Resolution | |||
| 12 | 23.05.11 | Settlement of the first quarter of the 37th fiscal year (2023) | Reporting | 8/8 |
| 13 | 23.08.03 | Starfield Suwon Co., Ltd, capital contributions for the 6th and 7th installments (Proposal) | Resolution | 8/8 |
| Cheongna Medipolis PFV Co., Ltd, capital contribution (Proposal) | Resolution | |||
| 37th Fiscal Year (2023) Semi-Annual Settlement | Reporting | |||
| Approval of the mid-year dividend for the 37th Fiscal Year (2023) (Proposal) | Resolution | |||
| Acquisition and cancellation of treasury shares (Proposal) | Resolution | |||
| Management issues | Reporting | |||
| Participation in the paid-in capital increase of Taea Industries Co., Ltd (Proposal) | Resolution | |||
| Corporate bond issuance plan (Proposal) | Resolution | |||
| 14 | 23.11.09 | 37th Fiscal Year (2023) Third Quarter Settlement | Reporting | 8/8 |
| Long-term (2024~2026) shareholder return plan | Reporting | |||
| Approval of new loans and extension of existing loans for KT&G Indonesia (TSPM) (Proposal) | Resolution | |||
| Approval of investment in KT&G's manufacturing subsidiary in Kazakhstan (Proposal) | Resolution | |||
| Extension of the deposit period for KT&G-IBK Mutual Growth Cooperation Loan Fund (Proposal) | Resolution | |||
| 15 | 23.12.07 | Long-term management strategy and 2024 business plan (Proposal) | Resolution | 8/8 |
| 2024 budget (Proposal) | Resolution | |||
| Enhancement of governance structure and amendment of regulations due to committee name change (Proposal) | Resolution | |||
| Receipt of shareholder letters | Reporting | |||
| 2023 Board of Directors activity evaluation plan (Proposal) | Resolution | |||
| 16 | 23.12.28 | Presidential candidate evaluation criteria (Proposal) | Resolution | 6/6 |
2022 Performance of Boards
| No. | Date | Agenda | Whether approved | Status of attendance of directors |
|---|---|---|---|---|
| 1 | 22.02.10 | Approval of the 35th fiscal year financial statements and the statement of appropriation of retained earnings (proposal) | Resolution | 8/8 |
| Approval of the 35th fiscal year business report (proposal) | Resolution | |||
| Status of Operation of Internal Accounting Management System of 2021 | Reporting | |||
| Introduction of electronic voting system (proposal) | Resolution | |||
| 2021 compliance check and the results of effectiveness assessment | Reporting | |||
| 2 | 22.02.16 | Assessment results of the operation status of the internal accounting management system in 2021 | Reporting | 8/8 |
| Establsihment of the Outside Director Candidates Recommendation Committee (proposal) | Resolution | |||
| 3 | 22.02.24 | Amendment to the Articles of Incorporation (proposal) | Resolution | 8/8 |
| Amendment to the Board of Directors Regulations (proposal) | Resolution | |||
| Amendment to the President Candidate Recommendation Committee Operational Regulgations(proposal) | Resolution | |||
| Amendment to the Governance Committee Operational Regulations (proposal) | Resolution | |||
| Amendment to the Corporate Governance Charter (proposal) | Resolution | |||
| Enactment of the Operating Regulations for the ESG committee (proposal) | Resolution | |||
| Amendment to the Regulations on payment of remuneration and expense accounts for outside directors(proposal) | Resolution | |||
| 4 | 22.02.24 | Amendment to the Remuneration Rules for in-house directors (proposal) | Resolution | 6/6 |
| 5 | 22.03.08 | Recommendation of candidates for audit committee members (proposal) | Resolution | 8/8 |
| 6 | 22.03.08 | Establishment of the annual remuneration limits for directors (proposal) | Resolution | 6/6 |
| 7 | 22.03.10 | Hoding the 35th regular general meeting of shareholders (proposal) | Resolution | 8/8 |
| 8 | 22.04.19 | Appointment of the chairman of the board of directors (proposal) | Resolution | 8/8 |
| Appointment of committee members and chairperson within the Board of directors(proposal) | Resolution | |||
| 2022 safety and health management plan (proposal) | Resolution | |||
| 9 | 22.05.12 | Closing of the 36th fiscal year first quarter | Reporting | 8/8 |
| KT&G Group Ethics Charter Amendment (proposal) | Resolution | |||
| Amendment to the Audit Committee Operational Regulations (proposal) | Resolution | |||
| 10 | 22.08.04 | Reporting on 36th fiscal year H1 account settlement | Reporting | 8/8 |
| Reporting on tobacco business mid-to-long term demand response plan | Reporting | |||
| Mid-to-long term equipment/infastructure investment plan (provisional) | Resolution | |||
| Indonesia sales and manufacturing entity merge plan | Reporting | |||
| 11 | 22.11.03 | Reporting on 36th fiscal year Q3 account settlement | Reporting | 8/8 |
| Participation on KT&G Turkey paid-in capital increase (plan) | Resolution | |||
| KT&G Indonesia manufacturing entity loan approval (plan) | Resolution | |||
| Participation on Sangsang Stay Co. Ltd. paid-in capital increase (plan) | Resolution | |||
| KT&G Mutual Growth and Partnership loan fund depository period extension (plan) | Resolution | |||
| Reporting on shareholder letter receipt | Reporting | |||
| Acquisition of treasury shares (plan) | Resolution | |||
| 12 | 22.12.08 | 2023 Business Plan (provisional) | Resolution | 8/8 |
| 2023 Budget Plan (provisional) | Resolution | |||
| 2022 BOD activity evaluation plan (provisional) | Resolution |
2021 Performance of Boards
| No. | Date | Agenda | Whether approved | Status of attendance of non-executive directors |
|---|---|---|---|---|
| 1 | 21.01.26 | Composition of presidential candidate recommendation committee (proposal) | Resolution | 5/5 |
| 2 | 21.01.28 | Standards for evaluation of presidential candidate (proposal) | Resolution | 5/5 |
| 3 | 21.02.04 | Approval of the 34th term financial statements (proposal) | Resolution | 5/5 |
| Approval of the 34th term surplus appropriation statement (proposal) | Resolution | |||
| Approval of the 34th term business report (proposal) | Resolution | |||
| Actual status of operation of internal accounting management system in 2020 | Reporting | |||
| 4 | 21.02.09 | Results of selection of presidential candidate | Reporting | 5/5 |
| Composition of non-executive director candidate recommendation committee (proposal) | Resolution | |||
| 5 | 21.03.02 | Decision on annual salary for president (proposal) | Resolution | 5/5 |
| Revision of regulations on payment of remuneration for executive directors (proposal) | Resolution | |||
| 6 | 21.03.04 | Appropriation of limit of annual remuneration for directors (proposal) | Resolution | 5/5 |
| Consent for executive director candidate (proposal) | Resolution | |||
| 7 | 21.03.04 | Results of evaluation of actual status of operation of internal accounting management system | Reporting | 5/5 |
| Results of compliance with law and effectuation evaluation thereof | Reporting | |||
| Recommendation of auditing committee member candidate (proposal) | Resolution | |||
| Holding the 34th term general meeting of stockholders (proposal) | Resolution | |||
| 8 | 21.04.13 | Appointment of presiding officer of meeting of board of directors (proposal) | Resolution | 6/6 |
| Appointment of members and chairman of committee within board of directors (proposal) | Resolution | |||
| Safety and health management plan for 2021 (proposal) | Resolution | |||
| Detailed transfer plan for Cheonan Factory | Reporting | |||
| Establish mid to long-term strategy for ESG environmental area | Reporting | |||
| 9 | 21.05.12 | Settlement of account for the 1st quarter of the 35th term | Reporting | 6/6 |
| Case of the 4th~5th payment of capital for Starfield Suwon Co., Ltd. (proposal) | Resolution | |||
| Plan for public participation in Cheongra Composite Medical Town (proposal) | Resolution | |||
| Appointment of compliance officer (proposal) | Resolution | |||
| 10 | 21.05.12 | Revision of regulations on payment of remuneration for executive director (proposal) | Resolution | 5/6 |
| 11 | 21.08.05 | Semi-annual settlement of account for the 35th term | Reporting | 5/6 |
| 12 | 21.11.04 | Settlement of Q3 of Term 35 | Reporting | 6/6 |
| Plan to extend KT&G-IBK Mutual Growth Cooperation Loan Fund deposit period (draft) | Resolution | 6/6 | ||
| Mid/long-term shareholder return promotion plan | Reporting | 6/6 | ||
| Acquisition of treasury stock (draft) | Resolution | 6/6 | ||
| 13 | 21.12.14 | Cheongna Medical Complex Town development PFV establishment and capital payment (draft) | Resolution | 6/6 |
| Contribution to the Win-Win Cooperation Fund (draft) | Resolution | 6/6 | ||
| 2021 Board Activity Evaluation Plan (draft) | Resolution | 6/6 | ||
| Status of response to DOJ document submission order | Reporting | 6/6 | ||
| Temporary suspension of tobacco sales in the United States (draft) | Resolution | 6/6 | ||
| 2022 Business Plan (draft) | Resolution | 6/6 | ||
| 2022 Budget (draft) | Resolution | 6/6 |
Performances of the meetings of Board of Directors held in 2020
| No. | Date of meeting | Name of agendas | Whether approved |
|---|---|---|---|
| 1 | 2020.1.29 | Agenda 1: Enter into contract for global distribution and supply between KT&G – PMI (proposal) | Original agenda approved |
| 2 | 2020.2.13 | Agenda 1: Financial statements for the 33rd fiscal term | Original agenda approved |
| Agenda 2: Surplus appropriation statement for the 33rd fiscal term | Original agenda approved | ||
| Agenda 3: Business report for the 33rd fiscal term | Original agenda approved | ||
| Report 1: Status of operation of internal accounting management system | Original report filed | ||
| Report 2: Report on the results of inspection and effectiveness evaluation of compliance with law | Original report filed | ||
| Agenda 4: Amendment of the statistical standards of KT&G for compliance with law | Original agenda approved | ||
| Agenda 5: Composition of non-executive director candidate recommendation committee (proposal) | Approved | ||
| 3 | 2020.2.28 | Report 1: Results of the external expert’s investigation | Original report filed |
| Report 2: Results of the evaluation of the status of operation of internal accounting management system | Original report filed | ||
| 4 | 2020.3.16 | Agenda 1: Appropriation of limit of the annual salary of the directors (proposal) | Original agenda approved |
| 5 | 2020.3.16 | Agenda 1: Recommendation of candidates for members of the Audit Committee (proposal) | Approved |
| Agenda 2: Holding of the regular stockholder’s meeting in the 33rd fiscal term | Original agenda approved | ||
| 6 | 2020.4.16 | Agenda 1: Appointment of the chairman of the Board of Directors (proposal) | Approved |
| Agenda 2: Appointment of the members and chairman of the Committees within the Board of Directors (proposal) | Approved | ||
| 7 | 2020.5.13 | Report 1: Settlement of accounts of the 1st quarter in the 34th fiscal term (2020) | Original report filed |
| Agenda 1: Case of the 2nd payment of the capital for Starfield Suwon Co., Ltd. (proposal) | Original agenda approved | ||
| 8 | 2020.7.9 | Agenda 1 : Purchase of Ilshin Spinning Co., Ltd. land in Gwangju | Original agenda approved |
| 9 | 2020.8.6 | Agenda 1 : Acquisition of treasury stock | Original agenda approved |
| Report 1 : Settlement of accounts for the 34th half-term | Original report filed | ||
| 10 | 2020.9.22 | Agenda 1 : Participation for paid-in capital increase of Sangsang Stay | Original agenda approved |
| Agenda 2 : Execution of Hwaseo Prugio Briciel | Original agenda approved | ||
| Agenda 3 : Approval of total limit for US corporation export and other transactions | Original agenda approved | ||
| Agenda 4 : Amendment of regulations of board of directors | Original agenda approved | ||
| 11 | 2020.10.28 | Agenda 1 : Plan of public participation for 1 block of Gwacheon Knowledge Information Town | Original agenda approved |
| Report 1 : Plan of strengthening ESG business | Original report filed | ||
| 12 | 2020.11.5 | Report 1 : Settlement of accounts for the 34th 3/4-term | Original report filed |
| Agenda 1 : Approval for ‘11~’17 revision of financial statements and re-issuing of business report | Original agenda approved | ||
| Agenda 2 : Extension of deposit period for KT&G-IBK’s mutual development cooperation loan funds | Original agenda approved | ||
| 13 | 2020.11.19 | Agenda 1 : 3rd payment of Starfield Suwon capital | Original agenda approved |
| Agenda 2 : Approval of concurrent office for external director | Original agenda approved | ||
| 14 | 2020.12.10 | Agenda 1 : Business plan for long-term business strategy and 2021 | Original agenda approved |
| Agenda 2 : 2021 budget | Original agenda approved | ||
| Agenda 3 : '18~'19 revision of financial statements and re-issue of business report approval | Original agenda approved | ||
| Agenda 4 : 2020 assessment plan for activity of the board of directors | Original agenda approved |
