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.
2022 Performance of Boards
| No. | Date | Agenda | Whether approved | Status of attendance of non-executive 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 |
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 |
