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Management Informaion
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Board of Directors
Corporate Governance Shareholders Board of Directors Audit Committee Articles of Incorporation

To effectively perform its management supervisory function and make independent decisions, the Board of Directors is composed primarily of independent directors.

Currently, the Board of Directors is comprised of eight directors: two executive directors and six independent directors. Within the Board there are five standing committees: the Governance, Evaluation and compensation, Management, Sustainability, and Audit Committees, as well as non-standing committees such as the Independent Directors Nomination Committee and the CEO Nomination Committee.

The Board capitalizes on each director's expertise and is structured in such a way that it facilitates more effective and thoughtful discussion and decision-making by establishing committee roles within the Board.

Board of Directors

Lim, Min-kyu

Director Since: 2021 | Independent Director

Career Highlights

  • · CEO (President), SK Materials
  • · CEO (President), OCI Materials
  • · Vice President, Samsung C&T Petrochemical Business Division

Kim, Myung-chul

Director Since: 2020 | Independent Director

Leadership Business Operations Finance/Accounting Risk Management Global Business M&A

Career Highlights

  • · (Current) SEE (Space Entertainment Enterprise) Advisor
  • · CFO (Vice President), u.Life Solutions
  • · President, Shinhan Bank of America
  • · CFO (Managing Director), Shinhan Financial Group

Baek, Jong-soo

Director Since: 2018 | Independent Director

Career Highlights

  • · (Current) Partner Lawyer, DongIn Law Group
  • · Legal advisor, Korea Housing and Urban Guarantee Co., Ltd.
  • · Prosecutor, Busan Prosecutors' Office
  • · Tax/Legal Advisor, Seoul National Tax Service

Koh, Yun-sung

Director Since: 2020 | Independent Director

Career Highlights

  • · (Current) Professor, Hankuk University of Foreign Studies
  • · Director, the Korean Accounting Association
  • · Director, the Korea Tax Association
  • · Executive Director, the Korea Accounting Information Association

Shon, Kwan-soo

Director Since: 2022 | Independent Director

Career Highlights

  • · (Current) President, Korea Automobile Racing Association
  • · Full-time advisor, CJ Logistics
  • · Co-CEO, CJ Logistics
  • · Director, CJ Human Resources

Lee, Jee-hee

Director Since: 2022 | Independent Director

Career Highlights

  • · (Current) CEO of W Camp
  • · CEO, W Works
  • · Adjunct Professor, Department of Advertising, Chung-Ang University
  • · Co-CEO, Post Visual

Bang, Kyung-man

Director Since: 2021 | CEO

Career Highlights

  • · (Current) CEO (President), KT&G
  • · COO, KT&G
  • · CBO / Chief of Strategy HQ, KT&G
  • · Chief of Strategy HQ / Chief of Global HQ, KT&G

KT&G Board Skills Matrix

KT&G Board Skills Matrix
Experience and expertise Lim, Min-kyu Kim, Myung-chul Baek, Jong-soo Koh, Yun-sung Shon, Kwan-soo Lee, Jee-hee Bang, Kyung-man
Leadership
(8/8)
해당됨
해당됨
해당됨
해당됨
해당됨
해당됨
해당됨
CEO Experience
(5/8)
해당됨
해당됨
해당됨
해당됨
CFO Experience
(3/8)
해당됨
해당됨
Business
Operations
(6/8)
해당됨
해당됨
해당됨
해당됨
해당됨
Manufacturing
(3/8)
해당됨
해당됨
Supply Chain
(1/8)
해당됨
Finance
/Accounting
(2/8)
해당됨
해당됨
Risk
Management
(8/8)
해당됨
해당됨
해당됨
해당됨
해당됨
해당됨
해당됨
Global
Business
(5/8)
해당됨
해당됨
해당됨
해당됨
ESG Strategy
(4/8)
해당됨
해당됨
해당됨
M&A (4/8)
해당됨
해당됨
해당됨
Marketing/PR
/Consumer (3/8)
해당됨
해당됨
Legal/
Regulatory (1/8)
해당됨
Term 2021.03.20
~ 2024 AGM		 2020.04.01
~ 2026 AGM		 2018.03.20
~ 2024 AGM		 2020.04.01
~ 2026 AGM		 2022.03.30
~ 2025 AGM		 2022.03.30
~ 2025 AGM		 2024.03.29
~ 2027 AGM
Independence
(75%)
해당됨
해당됨
해당됨
해당됨
해당됨
해당됨
Gender Diversity
(Female ratio 12.5%)		 Male Male Male Male Male Female Male
KT&G 이사회 역량지표

Leadership

 Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.
100%

Business
Operations

 Experience of operating businesses as a CEO
75%

Manufacturing

 As a vertically integrated company, manufacturing experience is important to understanding production efficiency and capital needs of the company.
37.5%

Supply Chain

 Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives in achieving efficient operations.
12.5%

Finance
/Accounting

 Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.
25%

Risk
Management

 Directors with experience in risk management and oversight, including business environmental, legal, and financial issues, play an important role in the Board's oversight of risks.
100%

Global
Business

 Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.
62.5%

ESG Strategy

 Experience and expertise in environmental management, social responsibility management, and corporate governance
50%

M&A

 A history of leading growth through acquisitions and other business combinations with the ability to assess merger and acquisition decisions, analyze the fit of a target with a company's strategy and culture, accurately value transactions, and evaluate operational integration plans.
50%

Marketing/PR/
Consumer

 Directors with marketing expertise provide important perspectives on developing new market based on increasing market share, expanding brand awareness, and managing corporate brand identity.
37.5%

Legal/
Regulatory

 Expertise in industry-related laws/regulations
12.5%

KT&G Board Committees

Governance Committee

  • Purpose
    Decision-making on the overall corporate governance structure
  • Authority
    • - Board and Committee Operating Standards and matters related to their improvement
    • - Matters related to the succession of the President (establishment and operation of the training program, composition candidates for the presidency, recommendation of candidates for examination, proposal of examination criteria, etc.)
    • - Suggestion of criteria for screening independent director candidates
    • - Determination of screening criteria and qualification screening for executive director candidates

Evaluation and Compensation Committee

  • Purpose
    Decision-making regarding employee management evaluation and compensation Authority
  • Authority
    • - CEO candidate management contracts (management goal setting, etc.)
    • - CEO metric/non-metric performance monitoring
    • - Change of evaluation index/weight of management contracts
    • - Decision-making on CEO management evaluation/compensation
    • - Deliberation of remuneration/severance pay for executive directors such as the CEO
    • - Decision-making on remuneration/severance pay for management executives
    • - Decision-making on employee remuneration/severance pay in conjunction with budget increase

Management Committee

  • Purpose
    Decision-making on business activities and investment below the reference amount of Board resolutions.
  • Authority
    • - Decision-making on matters related to daily business activities
    • - Decision-making on investment below the reference amount determined by the Board of Directors

Sustainability Committee

  • Purpose
    Establishment of basic ESG policy and strategies, mid- to long-term goal setting
  • Authority
    • - Establishment of basic ESG policy and strategies
    • - ESG mid- to long-term goal setting
    • - Publication of KT&G reports
    • - Matters related to ESG management implementation
    • - Matters related to the occurrence and response to significant risks related to ESG

Audit Committee

  • Purpose
    Having the oversight responsibility over risks associated with the company’s auditing of accounting and finance.
  • Authority
    • - Settlement review
    • - Corporate financial soundness/feasibility review
    • - Review the feasibility of changing important accounting standards/accounting estimates
    • - Evaluation of internal control system
    • - Request to convene extraordinary general meetings of shareholders and extraordinary meetings of the Board
    • - Appointment/dismissal of external auditors
    • - Evaluation of audits by external auditors
    • - Consent to appointment and dismissal of the head of the Internal Audit Dept.
    • - Revision of audit committee operation regulations

Independent Director Nomination Committee

  • Purpose
    Established for the recommendation of independent director candidates
  • Authority
    • - Qualification screening and recommendation of independent director candidates
    • - Other matters delegated by the Board

CEO Nomination Committee

  • Purpose
    Established for the purpose of nominating candidates of CEO (President).
  • Authority
    • - Search, screening, and recommendation of candidates for presidency
    • - Other matters necessary for the search, examination, and recommendation of candidates for presidency
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