Governance
Board of Directors
The Board of Directors is the decision-making body responsible for overseeing the execution of company operations, and plays a role in supervising and resolving important matters related to the basic policies and execution of the company’s business, reflecting the interests of shareholders and stakeholders. YOUNG POONG’s Board is composed with an emphasis on diversity and expertise and plays a key role in overseeing the management and protecting shareholder rights through the Board and its internal committees. The Board consists of six members: two inside directors and four independent directors, with independent directors making up the majority of the Board. We operate two internal committees under the Board—the Independent Director Nominating Committee and the Audit Committee. In 2022, YOUNG POONG appointed a female independent director to strengthen diversity. We continue to strive for a balanced decision-making system by including members with diverse backgrounds and expertise.
| Name | Position | Gender | Role | Total Term (months) | Term Expiration Date | Expertise | Career Highlights |
|---|---|---|---|---|---|---|---|
| Ki Ho Kim | Inside Director | Male | CEO | 2 | March 27, 2027 | Management |
|
| Hong Woon Kwon | Inside Director | Male | Sr. Mgr & CFO | 2 | March 27, 2026 | Finance, Accounting |
|
| Byung Wook Park | Independent Director | Male | Independent Director Chairman of the Board Audit Committee Chairman |
62 | March 22, 2027 | Accounting, Tax (CPA) |
|
| Jung Ok Park | Independent Director | Female | Independent Director Audit Committee Member |
38 | March 27, 2026 | Social Contribution |
|
| Chang Won Choi | Independent Director | Male | Independent Director | 14 | March 27, 2026 | Administration, Environment |
|
| Young Jun Cheon | Independent Director | Male | Independent Director Audit Committee Member |
2 | March 27, 2026 | Legal & Governance |
|
Win-Win Management Strategy
YOUNG POONG is committed to establishing a transparent and sound governance structure to enhance shareholder value and protect the rights of all stakeholders. To this end, we have formed a Board of Directors composed of members with diversity, expertise, and independence to ensure balanced decision-making, and we operate board committees effectively. In addition, we maintain a governance system that enables checks and balances among the Board, management, and independent directors. By publicly disclosing our corporate governance report, we continuously strive to enhance transparency and uphold shareholders’ right to be informed.
Risk Management
YOUNG POONG has established and operates the Independent Director Nominating Committee to ensure independence in the process of appointing directors. The currently appointed directors meet all the qualifications required by relevant laws and regulations, including the Commercial Act, and there are no disqualifications under relevant laws and regulations. The Independent Director Nominating Committee is composed of one inside director and two independent directors, making the proportion of independent directors approximately 67%. In order to ensure fair selection, the Independent Director Nominating Committee carefully reviews internal standards before proposing candidates to the general meeting of shareholders, directors are appointed based on the resolution of the general meeting.
Board Operation
YOUNG POONG operates the board of directors based on the articles of incorporation and the board of directors operating regulations. The board of directors consists of three or more directors, and a meeting of the board of directors must be convened by setting a meeting date and sending a notice of convening to each director three days in advance in accordance with the articles of incorporation.
However, a meeting may be held at any time without such notice procedure if all directors agree. Resolutions of the board of directors are passed by a majority of the directors present and voting. All or any of the directors not present in person at a meeting may participate in the resolution by means of a telecommunications system through which all directors can transmit and receive voice simultaneously. In this case, the directors shall be deemed to be present in person at the meeting. The board of directors meets as needed, and regular meetings are held once a quarter for the purpose of reporting business performance and major agenda item to the members of the board of directors. A total 16 board of directors meetings were held in 2023, with a director attendance rate of 100%.
Board Expertise
YOUNG POONG recognizes the critical role that the professional expertise of each board member plays in addressing various management issues and developing effective solutions. Our Board of Directors comprises experts from various fields, including industry, law, finance and accounting, administration, and media. Their professional backgrounds include management, finance and accounting, legal affairs, environmental issues, administration, media, social welfare, and social contributions. This expertise serves as a core competency in our corporate decision-making, contributing to the enhancement of corporate and shareholder value. It also plays a vital role in strengthening the expertise of ESG management, which we consider a strategic priority.
| Industry Expert | Enhancing Corporate Value | Finance and Accounting | Law | Risks Management | ESG | Diversity | ||
|---|---|---|---|---|---|---|---|---|
| Inside Director | Ki Ho Kim | ● | ● | ● | ● | ● | ||
| Hong Woon Kwon | ● | ● | ● | ● | ||||
| Independent Director | Byung Wook Park | ● | ● | ● | ● | ● | ||
| Jung Ok Park | ● | ● | ● | |||||
| Chang Won Choi | ● | ● | ● | |||||
| Young Jun Cheon | ● | ● | ● | ● | ||||
Board Independence
YOUNG POONG has established and operates an Independent Director Nominating Committee to ensure that the Board of Directors can effectively perform its oversight and checks on management. Of the six total members of the Board, four are independent directors, securing the Board’s independence. Candidates for independent director positions are thoroughly reviewed based on internal criteria, and are then nominated at the general shareholders’ meeting, where appointments are finalized through shareholder resolution.
Board Evaluation and Compensation
In consideration of fairness and objectivity, we do not operate a formal evaluation system for independent directors. Instead, their term is set at one year, and the decision on reappointment is reviewed annually to encourage the active performance of duties. The remuneration ceiling for directors is determined by shareholder approval at the annual general shareholders’meeting, and individual compensation is decided by a resolution of the Board of Directors. Independent director compensation is fixed based on industry standards and does not include variable elements such as stock options.
Composition and Operation of Board Committees
YOUNG POONG operates two committees within the Board of Directors: The Audit Committee and the Independent Director Nominating Committee, in order to enhance management transparency and ensure the independence of the Board. The committees maintain independence by complying with the required ratio of independent directors. Key matters related to committee operations, including attendance rates, agenda items, and outcomes, are transparently disclosed through the business report.
Audit Committee
YOUNG POONG operates the Audit Committee to ensure independence and strengthen transparency in the audit process. The committee is composed of three independent directors, including the chairperson, and its operations, responsibilities, and powers are clearly defined in the Audit Committee regulations. The committee performs key audit duties such as supervising the work of directors and management, approving the appointment of external auditors, and may request materials and reports necessary for the performance of audit duties in accordance with its operating regulations.
| Name | Role Type | Position |
|---|---|---|
| Byung Wook Park | Independent Director | Chairperson |
| Jung Ok Park | Independent Director | Member |
| Young Jun Cheon | Independent Director | Member |
| Date | Agenda | Resolution(attendance) |
|---|---|---|
| Mar. 07, 2024 | Report on the Evaluation of the Separate and Internal Control System Management System | Approved(100%) |
| Mar. 11, 2024 | Approval of the 73rd Audit Report | Approved(100%) |
| Apr. 11, 2024 | Nomination of the Audit Committee Chair | Approved(100%) |
| Apr. 11, 2024 | Approval of Appointment of Audit Subcommittee Members | Approved(100%) |
| Apr. 11, 2024 | Approval of Audit Results and Audit Plan | Approved(100%) |
| Apr. 11, 2024 | Evaluation of Internal Control System | Approved(100%) |
| Apr. 11, 2024 | Evaluation of External Incidents | Approved(100%) |
| Oct. 10, 2024 | Decision on Filing a Claim for Director's Liability Against Youngpoong Co., Ltd. | Approved(100%) |
| Nov. 05, 2024 | Decision on Lawsuit Withdrawal Related to Shareholder's Request to Sue Directors | Approved(100%) |
| Nov. 05, 2024 | Decision on Lawsuit Withdrawal Related to Minority Shareholder's Request to Sue Directors | Approved(100%) |
| Date | Agenda | Resolution(attendance) |
|---|---|---|
| Mar. 17, 2025 | Report on the Evaluation of the Separate and Internal Control System | Approved(100%) |
| Approval of Audit Report | Approved(100%) | |
| Apr. 10, 2025 | Nomination of the Audit Committee Chair | Approved(100%) |
| Approval of Appointment of Audit Subcommittee Members | Approved(100%) | |
| Approval of 2024 Audit Results and 2025 Audit Plan | Approved(100%) | |
| Evaluation of Internal Control System | Approved(100%) | |
| Evaluation of External Audit Matters | Approved(100%) |
Independent Director Nominating Committee
YOUNG POONG has established and operates an Independent Director Nominating Committee in accordance with relevant laws and the Board regulations to recommend candidates for Independent Director positions. The committee consists of two independent directors and one inside director, including the chairperson. In compliance with applicable laws and regulations, a majority of the members are independent directors, thereby ensuring the committee’s independence. The Independent Director Nominating Committee is committed to ensuring fairness and transparency in the nomination process, thoroughly reviewing each candidate’s qualifications and competencies before recommending the most suitable individuals.
| Name | Role Type | Position |
|---|---|---|
| Ki Ho Kim | Inside Director | Chairperson |
| Byung Wook Park | Independent Director | Member |
| Chang Won Choi | Independent Director | Member |
| Date | Agenda | Resolution | Attendance Rate (%) | Approval Rating (%) |
|---|---|---|---|---|
| February 8, 2024 | Nomination of Outside Director Candidates | Approved | 100 | 100 |
| Date | Agenda | Resolution | Attendance Rate (%) | Approval Rating (%) |
|---|---|---|---|---|
| March 7, 2025 | Nomination of Outside Director Candidates | Approved | 100 | 100 |
| April 10, 2025 | Election of Chairperson of the Outside Director Nomination Committee | Approved | 100 | 100 |
Independent Director Training
YOUNG POONG provides regular training to strengthen the competencies of its independent directors. The head of the Compliance Management Team delivers quarterly updates on business performance and other information necessary for them to perform their duties. We also offer training on developments on corporate laws and regulations, the Act on External Audit of Stock Companies and internal accounting control systems.
| Training Date | Training Provider | Attendance(%) | Contents |
|---|---|---|---|
| January 11 | Compliance Management Team | 100 | Whistleblower system and audit committee roles and responsibilities |
| April 11 | Compliance Management Team | 100 | Audit committee roles during the completion stage of an external audit |
| July 12 | Compliance Management Team | 100 | Roles and Responsibilities of the Audit Committee Regarding the Consolidated Internal Accounting Control System |
| October 10 | Compliance Management Team | 100 | Roles and Responsibilities of the Audit Committee |
ESG Committee
ESG Committee operates as an internal committee chaired by the CEO and composed of executive officers responsible for key ESG domains, including sustainability management, corporate planning, human resources and general affairs, safety, and the environment. The ESG Committee aims to lead the company’s transition toward a comprehensive sustainability management system that encompasses environmental stewardship, social responsibility, and transparent governance. It identifies key action plans and promotes improvement initiatives in critical areas such as climate change response, supply chain management, community engagement, and occupational health and safety. Key deliberation and resolution agendas are reported to the Board of Directors, and the committee serves as a preliminary review and decision-making body for significant ESG-related management decisions. We plan to transition it into a committee under the board of directors in the future.
Strengthening the Protection of Shareholder Rights
YOUNG POONG will continue to strengthen our screening and management processes to prevent the appointment of individuals responsible for damaging corporate value or undermining shareholder rights. To enhance communication with shareholders, we provide notice of the regular general meeting of shareholders at least two weeks in advance, the legal minimum, and ensure that shareholders receive sufficient and timely information through our website and other communication channels to exercise their rights. YOUNG POONG will continue to increase shareholder value by respecting shareholders’ rights and building a transparent decision-making structure based on trust.