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KT&G

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Our company is putting in efforts to establish governance that emphasizes balanced profits of the stockholders and interested parties by fortifying the specialized responsible management system centered around the Board of Directors composed of independent non-executive directors and by enhancing the transparency of the corporate management for enhancement of the stockholder’s value and protection of the rights thereof.

Board of Directors is composed of a total of 7 directors including 2 executive directors and 5 nonexecutive directors. The Board of Directors is also composed of 4 standing committees including Governance Committee, Evaluation Committee, Management Committee and Audit Committee, and various extraordinary committees including Non-executive Director Candidate Recommendation Committee and Presidential Candidate Recommendation Committee, etc.

The Board of Directors is composed in a manner that enables the utilization of the specialization of each director and more effective and prudent discussions and decision making through defining and establishment of the roles of the directors within the committees within the Board of Directors. Moreover, it is being operated to execute its functions independent of the management and controlling stockholders through non-executive director-centered operation of the Board of Directors and appointment of different representative director and the chairman of the Board of Directors.

Board of Directors

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Current status of composition of the Board of Directors
Categories Names Appointed date Terms of office Whether subscribed
to liability insurance
Comments
Executive directors BAEK BOK IN ’18.03.16 ’18.03.17~General
stockholder’s meeting in ‘21
Subscribed CEO, Chairman of
Management Committee
KIM HEUNG RYUL ’18.03.16 ’18.03.17~General
stockholder’s meeting in ‘21
Senior Vice-president
Non-executive directors BAEK JONG SOO ’18.03.16 ’18.03.17~General
stockholder’s meeting in ‘21
Chairman of the Board,
Chairman of Evaluation Committee
YOUN HAI SU ’19.03.29 ’19.03.29~General
stockholder’s meeting in ‘22
Chairman of Governance
Committee
LEE EUN KYUNG ’19.03.29 ’19.03.29~General
stockholder’s meeting in ‘22
KIM MYUNG CHUL ’20.03.31 ’20.03.31~General
stockholder’s meeting in ‘23
KOH YUN SUNG ’20.03.31 ’20.03.31~General
stockholder’s meeting in ‘23
Chairman of
Audit Committee

Governance Committee

  • Purpose of establishment
    Decision making on overall issues of governance
  • Authority
    • - Operational standard for Board of Directors and Committees, and issues related to the improvements thereof
    • - Issues related to succession of the President (establishment and operation of cultivation programs, composition of the presidential candidate group, recommendation of the subjects of evaluation, proposal for the evaluation standards, etc.)
    • - Propose evaluation standards for non-executive director candidates
    • - Decide evaluation standards for and evaluation of the qualifications of executive director candidates
  • Committee Members
    YOUN HAI SU, LEE EUN KYUNG, BAEK JONG SOO, KIM HEUNG RYUL

Evaluation Committee

  • Purpose of establishment
    Staff and executive management evaluation / decision making related to remunerations
  • Authority
    • - Management contract with presidential candidates (setting of management goals, etc.)
    • - Monitoring of quantified/non-quantified performances of CEO
    • - Modification of the evaluation indices/weighed values for management contract
    • - Decide CEO management evaluation / remuneration
    • - Deliberate remuneration / retirement allowances for executive directors including CEO
    • - Deliberation on the remuneration / retirement allowances for management executives
    • - Deliberation on the remuneration / retirement allowances for staffs accompanied by increase in budget
  • Committee Members
    BAEK JONG SOO, YOUN HAI SU, KIM MYUNG CHUL, KOH YUN SUNG

Management Committee

  • Purpose of establishment
    Decision making on daily management activities and investment under the prescribed amount
  • Authority
    • - Deliberations on the issues related to daily management activities
    • - Decision making on investment under the prescribed among deliberated by the Board of Directors
  • Committee Members
    CEO, KIM HEUNG RYUL

Audit Committee

  • Purpose of establishment
    Auditing the accounting and work performed by the company
  • Authority
    • - Deliberate quarterly / annual settlement of accounts
    • - Review soundness / validity of corporate finance
    • - Review the validity of modification of key accounting processing standards / accounting presumptions
    • - Evaluate internal control system
    • - Request calling of the extraordinary meeting of stockholders and board of directors
    • - Appointment / dismissal of external auditor
    • - Evaluate audit by external auditor
    • - Consent for appointment and dismissal of personnel responsible for internal audit department
    • - Amendment to the regulations on the operation of Audit Committee
  • Committee Members
    KOH YUN SUNG, LEE EUN KYUNG, BAEK JONG SOO, KIM MYUNG CHUL

Non-executive Director Candidate Recommendation Committee (non-permanent)

  • Purpose of establishment
    Install to recommend candidates for non-executive directors
  • Authority
    • - Evaluation of qualification and recommendation of candidates for non-executive directors
    • - Other issues delegated by the Board of Directors
  • Committee Members
    Composed with more than 3 directors (with non-executive directors account for the majority of committee members)
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