Corporate Governance
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 six standing committees: the Governance, Evaluation and compensation, Management, Sustainability, Audit, and Independent Director Nomination Committees. as well as a non-standing committee, 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.
BOD Overview
Independent Director
Koh, Yun-sung (Chairman of the Board)
Year Appointed
2020
Affiliated Committees
Governance Committee
Audit Committee
Independent Director Nomination Committee
Career Highlights
Current) Professor at the College of Business, Hankuk University of Foreign Studies
Current) Director of the Korean Accounting Association
Current) Director of the Korean Tax Association
Independent Director
Kim, Myung-chul
Year Appointed
2020
Affiliated Committees
Governance Committee
Audit Committee
Independent Director Nomination Committee
Career Highlights
Former) 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
Independent Director
Shon, Kwan-soo
Year Appointed
2022
Affiliated Committees
Evaluation and Compensation Committee
Audit Committee
Independent Director Nomination Committee
Career Highlights
Former) Permanent Advisor at CJ Logistics
Former) Co-CEO of CJ Logistics
Former) Head of CJ Human Resources
Independent Director
Lee, Jee-hee
Year Appointed
2022
Affiliated Committees
Evaluation and Compensation Committee
Sustainability Committee
Independent Director Nomination Committee
Career Highlights
Current) CEO of W Works
Former) CEO of W Camp
Former) Adjunct Professor, Department of Advertising, Chung-Ang University
Former) Co-CEO of PostVisual
Independent Director
Kwak, Sang-wook
Year Appointed
2024
Affiliated Committees
Governance Committee
Audit Committee
Independent Director Nomination Committee
Career Highlights
Current) Consulting Attorney at Hwahyeon Law Firm
Former) 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
Independent Director
Shon, Dong-hwan
Year Appointed
2024
Affiliated Committees
Evaluation and Compensation Committee
Sustainability Committee
Independent Director Nomination Committee
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
CEO
Bang, Kyung-man
Year Appointed
2024
Affiliated Committees
Management Committee
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
COO
Lee, Sang-hak
Year Appointed
2025
Affiliated Committees
Management Committee
Sustainability Committee
Career Highlights
Current) Chief Operating Officer of KT&G
Former) Chief Strategy Officer at KT&G
Former) Chief Strategy Officer & Chief of Strategy and Planning HQ at KT&G
Former) Chief of Sustainability Management HQ at KT&G
Board Competency Matrix
Experience & ExpertiseKoh, Yun-sungKim, Myung-chulShon, Kwan-sooLee, Jee-heeKwak, Sang-wookShon, Dong-hwanBang, Kyung-manLee, Sang-hak
Senior Executive Leadership-
Manufacturing /Supply chain-------
Finance Accounting----
Risk Management----
Global Business----
Sustainability-----
Consumer Industries----
Legal/Regulatory----
Term'23.3.29 ~'26. AGM'23.3.29 ~'26. AGM'25.3.27 ~'28. AGM'25.3.27 ~'28. AGM'24.3.29 ~'27. AGM'24.3.29 ~'27. AGM'24.3.29 ~'27. AGM'25.3.27 ~'27. AGM
Independence--
CommitteesGovernance, Audit, Independent Director NominationGovernance, Audit, Independent Director NominationEvaluation and Compensation, Audit, Independent Director NominationEvaluation and Compensation, Sustainability, Independent Director NominationGovernance, Audit, Independent Director NominationEvaluation and Compensation, Sustainability, Independent Director NominationManagementManagement, Sustainability
Gender Diversity (Female ratio 13%)MaleMaleMaleFemaleMaleMaleMaleMale
CompetencyDescriptionRatio
Senior Executive Leadership
Adequate understanding of global corporations' strategic direction, productivity, human resources management and compensation, risk management, and drivers of growth.
88%
Manufacturing /Supply chain
Experience and understanding related to optimizing and streamlining operations at all stages of the product manufacturing and distribution supply chain.
13%
Finance Accounting
Expertise in financial/accounting reporting processes and capital allocation.
50%
Risk Management
Experience and understanding in the operation of risk pre-assessment and management processes.
50%
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.
50%
Sustainability
Experience and expertise in sustainable management.
38%
Consumer Industries
Experience and expertise in increasing market share, expanding brand recognition, managing corporate image, and consumer response tasks.
50%
Legal/Regulatory
Expertise in industry-related laws/regulations.
50%
Board Committees
Governance Committee
PurposeAuthorityMembers
Decision-making on the overall corporate governance structure
  • 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
Sang-wook Kwak(Chair), Myung-chul Kim, Yun-sung Koh
Evaluation & Compensation Committee
PurposeAuthorityMembers
Decision-making regarding employee management evaluation and compensation 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
Kwan-soo Shon(Chair), Jee-hee Lee, Dong-hwan Shon
Management Committee
PurposeAuthorityMembers
Decision-making on business activities and investment below the reference amount of Board resolutions.
  • Decision-making on matters related to daily business activities
  • Decision-making on investment below the reference amount determined by the Board of Directors
Kyung-man Bang(Chair), Sang-hak Lee
Sustainability Committee
PurposeAuthorityMembers
Establishment of basic ESG policy and strategies, mid- to long-term goal setting
  • 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
Dong-hwan Shon(Chair), Jee-hee Lee, Sang-hak Lee
Audit Committee
PurposeAuthorityMembers
Having the oversight responsibility over risks associated with the company’s auditing of accounting and finance.
  • 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
Myung-chul Kim(Chair), Yun-sung Koh, Kwan-soo Shon, Sang-wook Kwak
Independent Director Nomination Committee
PurposeAuthorityMembers
Established for the recommendation of independent director candidates
  • Qualification screening and recommendation of independent director candidates
  • Other matters delegated by the Board
Myung-chul Kim, Yun-sung Koh, Kwan-soo Shon, Jee-hee Lee, Sang-wook Kwak, Dong-hwan Shon
CEO Nomination Committee
PurposeAuthorityMembers
Established for the purpose of nominating candidates of CEO (President).
  • Search, screening, and recommendation of candidates for presidency
  • Other matters necessary for the search, examination, and recommendation of candidates for presidency
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)