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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 seven directors: one executive director 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

Shon, Kwan-soo (Chairman of the Board)

Director Since: 2022 | Independent Director

Senior Executive Leadership Manufacturing/Supply chain Risk Management Global Business Consumer Industries

Career Highlights

  • · Former Permanent Advisor at CJ Logistics
  • · Former Co-CEO of CJ Logistics
  • · Former Head of CJ Human Resources

Affiliated Committees

  • · Governance Committee
  • · Management Committee
  • · Audit Committee

Kim, Myung-chul

Director Since: 2020 | Independent Director

Senior Executive Leadership Finance/Accounting Risk Management Global Business

Career Highlights

  • · Current Advisor at SEE (Space Entertainment Enterprise)
  • · Former CFO and Vice President of U-Life Solutions
  • · Former President of Shinhan Bank America
  • · Former CFO and Executive Managing Director at Shinhan Financial Group

Affiliated Committees

  • · Evaluation and Compensation Committee
  • · Audit Committee

Koh, Yun-sung

Director Since: 2020 | Independent Director

Finance/Accounting Legal/Regulatory

Career Highlights

  • · Current Professor at the College of Business, Hankuk University of Foreign Studies
  • · Former Director of the Korean Accounting Association
  • · Former Director of the Korean Tax Association

Affiliated Committees

  • · Evaluation and Compensation Committee
  • · Audit Committee

Lee, Jee-hee

Director Since: 2022 | Independent Director

Senior Executive Leadership Global Business Sustainability Consumer Industries

Career Highlights

  • · Current CEO of W Camp
  • · Former CEO of W Works
  • · Adjunct Professor, Department of Advertising, Chung-Ang University
  • · Former Co-CEO of PostVisual

Affiliated Committees

  • · Governance Committee
  • · Sustainability Committee

Kwak, Sang-wook

Director Since: 2024 | Independent Director

Senior Executive Leadership Legal/Regulatory

Career Highlights

  • · Current Consulting Attorney at Hwahyeon Law Firm
  • · Chairman of the Audit Committee at Korea University
  • · Former Auditor at the Board of Audit and Inspection
  • · Former Chief Prosecutor of the Busan District Prosecutors' Office

Affiliated Committees

  • · Governance Committee
  • · Audit Committee

Shon, Dong-hwan

Director Since: 2024 | Independent Director

Senior Executive Leadership Legal/Regulatory

Career Highlights

  • · Current Professor at the School of Law, Sungkyunkwan University
  • · Former Presiding Judge at Seoul Central District Court
  • · Former Presiding Judge at Goyang branch of Uijeongbu District Court
  • · Former Presiding Judge at Busan District Court

Affiliated Committees

  • · Evaluation and Compensation Committee
  • · Sustainability Committee

Bang, Kyung-man

Director Since: 2024 | CEO

Senior Executive Leadership Finance/Accounting Risk Management Global Business Sustainability Consumer Industries

Career Highlights

  • · Current President and CEO of KT&G
  • · Former General Manager at KT&G
  • · Former Division Manager and Head of Strategic Planning at KT&G
  • · Former Head of Strategic Planning and Global Operations at KT&G

Affiliated Committees

  • · Management Committee
  • · Sustainability Committee

KT&G Board Skills Matrix

KT&G Board Skills Matrix
Experience and expertise Shon, Kwan-soo Kim, Myung-chul Koh, Yun-sung Lee, Jee-hee Kwak, Sang-wook Shon, Dong-hwan Bang, Kyung-man(CEO)
Senior Executive Leadership
(6/7)
Manufacturing/Supply chain
(1/7)
Finance/Accounting
(3/7)
해당됨
Risk Management
(3/7)
Global Business
(4/7)
Sustainability
(2/7)
Consumer Industries
(3/7)
Legal/Regulatory
(3/7)
Term '22.3.30 ~'25. AGM '23.3.29 ~'26. AGM '23.3.29 ~'26. AGM '22.3.30 ~'25. AGM '24.3.29 ~'27. AGM '24.3.29 ~'27. AGM '24.3.29 ~'27. AGM
Independence
(86%)
Committee(s) Governance,
Management,
Audit		 Evaluation and Compensation,
Audit		 Evaluation and Compensation,
Audit		 Governance,
Sustainability		 Governance,
Audit		 Evaluation and Compensation,
Sustainability		 Management,
Sustainability
Gender Diversity
(Female ratio 14%)		 Male Male Male Female Male Male Male
KT&G 이사회 역량지표

Senior Executive Leadership

 Adequate understanding of global corporations' strategic direction, productivity, human resources management and compensation, risk management, and drivers of growth.
86%

Manufacturing
/Supply chain

 Experience and understanding related to optimizing and streamlining operations at all stages of the product manufacturing and distribution supply chain.
14%

Finance
/Accounting

 Expertise in financial/accounting reporting processes and capital allocation.
43%

Risk
Management

 Experience and understanding in the operation of risk pre-assessment and management processes.
43%

Global Business

 Experience in driving global business success based on an understanding of various countries' economies, cultures, and regulations, and a broad view of markets.
57%

Sustainability

 Experience and expertise in sustainable management.
29%

Consumer
Industries

 Experience and expertise in increasing market share, expanding brand recognition, managing corporate image, and consumer response tasks.
43%

Legal
/Regulatory

 Expertise in industry-related laws/regulations.
43%

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
  • Members
    Kwan-soo Shon(Chair), Jee-hee Lee, Sang-wook Kwak

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
  • Members
    Myung-chul Kim(Chair), Yun-sung Koh, Dong-hwan Shon

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
  • Members
    Kyung-man Bang(Chair), Kwan-soo Shon

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
  • Members
    Jee-hee Lee(Chair), Dong-hwan Shon, Kyung-man Bang

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
  • Members
    Yun-sung Koh(Chair), Myung-chul Kim, Kwan-soo Shon, Sang-wook Kwak

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
  • Members
    Yun-sung Koh(Chair), Kwan-soo Shon, Myung-chul Kim, Jee-hee Lee, Jong-soo Baek

*Based on the committee members constituted for the 37th regular general shareholders' meeting ('24.3.28)

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
  • Members
    Myung-chul Kim(Chair), Yun-sung Koh, Kwan-soo Shon, Jee-hee Lee, Jong-soo Baek, Min-kyu Lim

*Based on the committee members constituted for the 37th regular general shareholders' meeting ('24.3.28)

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