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Rules and Procedures of the Board of Director
Executive directors
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Name
Dal-won Kwak (CEO)Date of Appointment
2018.04.18Term
~2027.03.27 (2 Appointments)Date of Birth
1960Gender
MaleAcademic Background
A master's degree at Sungkyunkwan University Graduate School of MarketingCareer
Manager of sales marketing of HK inno.N / Manager of production of HK inno.N -
Name
Geun-seog SongDate of Appointment
2022.03.25Term
~2025.03.25Date of Birth
1967Gender
MaleAcademic Background
A doctor of Veterinary Medicine at Konkuk UniversityCareer
Director of CJ CheilJedang Pharmaceutical Research Center
Director of CJ Healthcare Clinical Development
Current) Manager of R&D of HK inno.N
Other non-commercial directors
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Name
Sang-hyun YoonDate of Appointment
2021.06.22Term
~2027.03.27 (Reappointment)Date of Birth
1974Gender
MaleAcademic Background
A bachelor's degree at Seoul National University /
A master's degree at Stanford University Graduate School of ManagementCareer
Director at Bain & Company / CEO of Kolmar Korea
Current) Vice President of Kolmar Korea Holdings
Outside director
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Name
Byung-in MoonDate of Appointment
2020.09.24Term
~2026.03.28 (Reappointment)Date of Birth
1962Gender
MaleAcademic Background
A doctor of Medicine at Seoul National UniversityCareer
Director of Breast Cancer and Thyroid Cancer Center at Ewha Women's Cancer Hospital -
Name
Jae-seok ParkDate of Appointment
2020.09.24Term
~2026.03.28 (Reappointment)Date of Birth
1975Gender
MaleAcademic Background
A doctor of trade at Hansung UniversityCareer
Kim & Chang Law Office -
Name
Yeo-won Son
(Chairman of the board of directors)Date of Appointment
2021.03.25Term
~2027.03.27 (Reappointment)Date of Birth
1959Gender
FemaleAcademic Background
A doctor of pharmacology at Seoul National UniversityCareer
Policy Advisory Committee member of the Ministry of Food and Drug Safety
Professor of Pharmacy at Sungkyunkwan University
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- 2024
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside Director
(Attendance rate)D.W. Kwak
100%G.S. Song
100%S.H. Yoon
100%B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2024.02.13 Reporting No.1 : Operation status of Fair Trade Compliance Program - - - - - - - Agenda No.1 : Approval of the 10th financial statements and business report Resolved For For For For For For 2 2024.03.12 Reporting No.1 : Internal accounting control system operating status reporting - - - - - - - Reporting No.2 : Report by Audiy on the operation of the internal accounting rules - - - - - - - Reporting No.3 : Compliance officers' activity report - - - - - - - Agenda No.1 : Appointment of a compliance officer Resolved For For For For For For Agenda No.2 : Approval of safety and health plans Resolved For For For For For For Agenda No.3 : Decision of cash dividend Resolved For For For For For For Agenda No.4 : Transfer of capital reserve to earned surplus Resolved For For For For For For Agenda No.5 : Convene the 10th annual stockholders' meeting Resolved For For For For For For 3 2024.03.28 Agenda No.1 : Appointment of Temporary chairman Resolved For For For For For For Agenda No.2 : Appointment of chairman of the board of directors Resolved For For For For For For Agenda No.3 : Appointment of CEO Resolved For For For For For For - 2023
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside Director
(Attendance rate)D.W. Kwak
100%G.S. Song
100%S.H. Yoon
100%B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.02.13 Reporting No.1 : Internal accounting control system operating status reporting - - - - - - - Reporting No.1 : Report by Audiy on the operation of the internal accounting rules - - - - - - - Agenda No.1 : Approval of the 9th financial statements and business report Resolved For For For For For For Agenda No.2 : Approval of the bank loan Resolved For For For For For For Agenda No.3 : Approval of the Investment in new EPO plant in Icheon Resolved For For For For For For Agenda No.4 : Approval of retirement of stocks Resolved For For For For For For 2 2023.03.10 Agenda No.1 : Approval of the plan of health and safety rules Resolved For For For For For For Agenda No.2 : Decision of cash dividend Resolved For For For For For For Agenda No.3 : Convene the 9th annual stockholders' meeting Resolved For For For For For For 3 2023.05.25 Agenda No.1 : The election of the chairman of the board of directors Resolved For For For For For For Agenda No.2 : The amendment of the Board of Directors' regulations Resolved For For For For For For Agenda No.3 : The amendment of the Regulations for Operation of the Audit Committee Resolved For For For For For For Agenda No.4 : Establishment of the Sustainable Management Committee Resolved For For For For For For Agenda No.5 : The approval of the credit transaction with the bank Resolved For For For For For For 4 2023.09.05 Agenda No.1 : Approval of the bank loan Resolved For For For For For For Agenda No.2 : Approval of the provision of deposit security for employees Resolved For For For For For For 5 2023.09.25 Reporting No.1 : Compliance officers' activity report - - - - - - - Reporting No.2 : The result of ISO37001&37301 business - - - - - - - Agenda No.1 : Regarding the loan transaction with the bank Resolved For For For For For For Agenda No.2 : Approval of the bank loan Resolved For For For For For For 6 2023.11.08 Reporting No.1 : Report on the progress of the annual operation of the internal accounting management system and the plan - - - - - - - Agenda No.1 : Approval of the loan limit agreement with the bank Resolved For For For For For For Agenda No.2 : Establishment of base date for the 10th term (2023) settlement dividend Resolved For For For For For For - 2022
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside Director
(Attendance rate)D.W. Kwak
86%M.J. Seo
100%G.S. Song
100%S.H. Yoon
100%B.I. Moon
86%J.S Park
100%Y.W. Son
100%1 2022.01.14 Agenda No.1 : Appointment of Temporary chairman Resolved For For - For For For For Agenda No.2 : Change of CEO Resolved For For - For For For For 2 2022.02.09 Reporting No1. : Internal accounting control system opertating status reporting - - - - - - - - Agenda No.1 : Declaration of introduction ISO37301 and Appointment of Compliance officer Resolved For For - For For For For Agenda No.2 : Appointment of an autonomous compliance manager Resolved For For - For For For For Agenda No.3 : Approval of the 8th financial statements and business report Resolved For For - For For For For Agenda No.4 : Adoption of the electronic voting system Resolved For For - For For For For Agenda No.5 : Approval of the bank loan Resolved For For - For For For For Agenda No.6 : Decision of Conclusion of Stock Repurchase Trust Contract Resolved For For - For For For For 3 2022.03.10 Reporting No.1 : Compliance officers' activity report - For For - For - For For Agenda No.1 : Approval of safety and health plans Resolved For For - For - For For Agenda No.2 : Approval of Compliance policy Resolved For For - For - For For Agenda No.3 : Decision of cash dividend Resolved For For - For - For For Agenda No.4 : Convene the 8th annual stockholders' meeting Resolved For For - For - For For 4 2022.05.12 Agenda No.1 : Revision of rules for the Board of Directors Resolved For For For For For For For Agenda No.2 : Appointment of chairman of the board of directors Resolved For For For For For For For Agenda No.3 : Approval of the relocation to the head office Resolved For For For For For For For Agenda No.4 : Approval of financing Resolved For For For For For For For 5 2022.08.10 Reporting No.1 : Report on the Annual Operation Plan of the Internal Accounting Management System - - - - - - - - Agenda No.1 : Approval of the provision of deposit security for employees Resolved For For For For For For For 6 2022.10.20 Agenda No.1 : Approval of the extension of bank loan Resolved For For For For For For For Agenda No.2 : Apporval of the business transfer Resolved For For For For For For For 7 2022.11.10 Reporting No.1 : Environmental Management Performance Report - - - - - - - - Reporting No.2 : The result of ISO37001&37301 business - - - - - - - - Agenda No.1 : Approval of the transfer of HKV shares Resolved For For For For For For For - 2021
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside Director
(Attendance rate)S.H. Kang
100%S.H. Yoon
100%D.W. Kwak
100%M.J. Seo
100%H.J. Kim
100%S.W. Ahn
100%J.H Chae
100%S.H. Yoon
100%B.I. Moon
100%J.S Park
100%Y.W. Son
100%M.Y. Yu
100%1 2021.01.08 Agenda No.1 : The establishment of disclosure management regulation Resolved For For For For For For For - For For - For Agenda No.2 : Approval of the bank loan Resolved For For For For For For For - For For - For 2 2021.02.09 Reporting No.1 : Business reporting - - - - - - - - - - - - - Reporting No.2 : Internal accounting control system operating status reporting - - - - - - - - - - - - - Reporting No.3 : Appointment of the 8th external auditor - - - - - - - - - - - - - Agenda No.1 : Approval of the 7th financial statements Resolved For For For For For For For - For For - For 3 2021.03.10 Reporting No.1 : Internal accounting control system operating status reporting - - - - - - - - - - - - - Agenda No.1 : Convene the 7th annual stockholders' meeting Resolved For For For For For For For - For For - For Agenda No.2 : Establishment of code of donduct to be approved and Appointment of compliance assistant Resolved For For For For For For For - For For - For Agenda No.3 : Approval of the establishment of health and safety rules Resolved For For For For For For For - For For - For 4 2021.03.25 Agenda No.1 : Change of CEO Resolved For For For For For For For - For For For - 5 2021.04.21 Agenda No.1 : The issue of new shares for a third party Resolved For For For For For For For - For For For - Agenda No.2 : Approval of listing KOSDAQ Resolved For For For For For For For - For For For - 6 2021.05.18 Agenda No.1 : Appointment of Members of Committee Resolved For For For For - - - - For For For - Agenda No.2 : Approval of the bank loan Resolved For For For For - - - - For For For - 7 2021.06.22 Agenda No.1 : Convene the Extraordinary stockholders' meeting Resolved For For For For - - - - For For For - Agenda No.2 : Partial change of articles of Internal accounting management regulation Resolved For For For For - - - - For For For - 8 2021.06.25 Agenda No.1 : Approval of the issue of new shares for listing KOSDAQ Resolved For - For For - - - For For For For - 9 2021.06.25 Reporting No.1 : The result of ISO37001 Resolved - - - - - - - - - - - - Agenda No.1 : Approval of the construction of New laboratory at Pangyo Resolved For - For For - - - For For For For - Agenda No.2 : Approval of financing Resolved For - For For - - - For For For For - 10 2021.12.21 Agenda No.1 : The establishment of inside information management regulation Resolved For - For For - - - For For For For - Agenda No.2 : The establishment of corporate governance charter Resolved For - For For - - - For For For For - - 2020
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Non-commercial directors
(Attendance rate)Outside Director
(Attendance rate)S.H. Kang
100%S.H. Yoon
100%D.W. Kwak
100%B.H. Lee
100%M.J. Seo
100%H.J. Kim
100%S.W. Ahn
100%J.H Chae
100%B.I. Moon
100%J.S Park
100%M.Y. Yu
100%1 2020.01.23 Agenda No.1 :Approval of the issuance of corporate bonds Resolved For For For For - For For For - - - Agenda No.2 :Summoning of a temporary general shareholders’ meeting Resolved For For For For - For For For - - - Agenda No.3 :Approval of the lead investment bank that would be handling the IPO Resolved For For For For - For For For - - - Agenda No.4 :Approval of credit line with banks Resolved For For For For - For For For - - - 2 2020.02.06 Reporting No.1 : Approval of financial statements for the 6th year - - - - - - - - - - - - Reporting No.2 : Report on operation of internal accounting rules - - - - - - - - - - - - Agenda No.1 :Approval of the conversion of excess proceeds from IPO into increased in capital without consideration Resolved For For For For - For For For - - - 3 2020.02.24 Agenda No.1 :Change of common stock to type 1 redeemable convertible preferred stock (RCPS) and signing of agreement Resolved For For For For - For For For - - - Agenda No.2 :Approval of the agreement on merger Resolved For For For For - For For For - - - Agenda No.3 :Summoning of a temporary general shareholders’ meeting Resolved For For For For - For For For - - - 4 2020.03.06 Reporting No.1 : Report on the audit opinion on the operation of internal accounting rules - - - - - - - - - - - - Agenda No.1 :Summoning of 6th regular general shareholders’ meeting Resolved For For For For - For For For - - - Agenda No.2 :Approval of listing on the stock exchange Resolved For For For For - For For For - - - 5 2020.04.02 Agenda No.1 :Approval of public notice in lieu of general shareholders’ meeting to report on merger Resolved For For For For - For For For - - - 6 2020.05.08 Agenda No.1 :Approval of revision of anti-corruption policies (ISO37001) and ex post facto review Resolved For For For For - For For For - - - Agenda No.2 :Approval of financial agreements Resolved For For For For - For For For - - - Agenda No.3 :Change of members to the audit committee Resolved For For For For - For For For - - - Agenda No.4 :Approval of credit line with banks Resolved For For For For - For For For - - - 7 2020.08.13 Agenda No.1 :Approval of credit line with banks Resolved For For For For - For For For - - - 8 2020.09.07 Agenda No.1 :Summoning of a temporary general shareholders’ meeting Resolved For For For For - For For For - - - 9 2020.09.24 Agenda No.1 : Convene the Extraordinary stockholders' meeting Resolved For For For For - For For For - - - 10 2020.09.24 Agenda No.1 :Summoning of a temporary general shareholders’ meeting Resolved For For For For - For For For For For For Agenda No.2 :Approval of establishment of a committee to recommend outside director candidates, appointment of committee members and operational rules Resolved For For For - For For For For For For For Agenda No.3 :Approval of establishment of Internal Transaction Committee, appointment of committee members and operational rules Resolved For For For - For For For For For For For Agenda No.4 :Revision of rules for the Board of Directors Resolved For For For - For For For For For For For Agenda No.5 :Dissolution of the Appointment Committee and absolution of operational rules Resolved For For For - For For For For For For For Agenda No.6 :Absolution of rules concerning joint CEOs Resolved For For For - For For For For For For For 11 2020.11.11 Reporting No.1 : Report on the management review of anti-corruption management system - - - - - - - - - - - - Agenda No.1 :Approval of the changes to members of the Compensation Committee Resolved For For For - For For For For For For For - 2019
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No. Date Agenda Resolution
StatusExecutive Director
(Attendance rate)Outside Director
(Attendance rate)S.H. Kang
100%S.H. Yoon
100%D.W. Kwak
100%B.H. Lee
100%H.J. Kim
100%S.W. Ahn
100%J.H Chae
100%1 2019.01.24 Agenda No.1 :Approval of establishment of an Auditor Appointment Committee Resolved For For For For For For For 2 2019.02.08 Reporting No.1 : Report by CEO on the operation of the internal accounting rules - - - - - - - - Agenda No.1 :Approval of the 5th year financial statements Resolved For For For For For For For 3 2019.03.08 Reporting No.1 : Report on the auditor’s opinion on the internal accounting rules - - - - - - - - Agenda No.1 :Summoning of the 5th regular general shareholders’ meeting Resolved For For For For For For For Agenda No.2 :Approval of credit line with banks Resolved For For For For For For For 4 2019.04.15 Agenda No.1 :Summoning of a temporary general shareholders’ meeting Resolved For For For For For For For 5 2019.05.24 Agenda No.1 :Approval of the issuance of corporate bonds Resolved For For For For For For For 6 2019.06.28 Agenda No.1 :Approval of anti-corruption policies (ISO37001) Resolved For For For For For For For Agenda No.3 :Revision of rules concerning senior executives Resolved For For For For For For For 7 2019.07.08 Agenda No.1 :Approval of investment in the new corporation Resolved For For For For For For For Agenda No.2 :Approval of capital increase in the Vietnamese affiliate Resolved For For For For For For For 8 2019.10.23 Reporting No.1 : Report on the review of business management system for preventing corruption - - - - - - - - Agenda No.1 :Mid-term dividend payout to shareholders in 2019 Resolved For For For For For For For
Audit Committee
Role The director's job execution, the company's business, the investigation of property status
and the request for sales report to the managementChairman Jae-seok Park (outside director) Organization 3 outside Directors Member Jae-seok Park, Byung-in Moon, Yeo-won Son Attached file Regulations of the Audit Committee - 2024
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2024.02.13 1. Report on the 10th Annual Management Performance - - - - 2. Reappointment of external auditors Resolved For For For 2 2024.03.12 1. Listening to and meeting the operation status of the internal accounting management system - - - - 2. Audit Committee's audit report - - - - - 2023
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.02.13 1. Listening to and meeting the operation status of the internal accounting management system - - - - 2 2023.03.10 1. Audit Committee's audit report - - - - 2. Report on the evaluation of the operation status of the internal monitoring device - - - - 3 2023.03.28 1. Appointment of the chairman of the audit committee Resolved For For For 4 2023.11.08 1. Reviewing the annual operation progress and plan of the internal accounting management system - - - - - 2022
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2022.02.09 1. Listening to and meeting the operation status of the internal accounting management system - - - - 2 2022.03.10 1. A resolution of the audit report Resolved For For For 2. A resolution on the evaluation of the operation status of the internal monitoring device Resolved For For For 3 2022.08.10 1. Reviewing the annual operation plan of the internal accounting management system - - - - - 2021
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%M.Y. Yu
100%Y.W. Son
100%1 2021.02.09 1. Appointment of external auditors Resolved For For For - 2. Listening to and meeting the operation status of the internal accounting management system - - - - - 2 2021.08.13 1. Reviewing the annual operation plan of the internal accounting management system - - - - - 2. Report of financial statements in the 8th half of the 8th term - - - - -
Outside Director Candidate Recommendation Committee
Role Establishing a process for recommending candidates for outside directors.
Recommended by verifying the independence, diversity and competence.
Chairman Byung-in Moon (Outside Director) Organization 3 outside Directors Member Byung-in Moon, Jae-seok Park, Yeo-won Son Attached file Regulations of the Outside Director Candidate Nomination Committee - 2024
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2024.03.12 1. Recommendation of candidates for outside directors Resolved For For For 2. Outside director candidates' consent to the general shareholders' meeting Resolved For For For - 2023
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.03.10 1. Recommendation of candidates for outside directors Resolved For For For 2. Outside director candidates' consent to the general shareholders' meeting Resolved For For For - 2021
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%M.Y. Yu
100%1 2021.03.03 1. Recommendation of candidates for outside directors Resolved For For For 2. Outside director candidates' consent to the general shareholders' meeting Resolved For For For
Internal Trade Committee
Role Improving transparency in transactions between subsidiaries and related parties.
Chairman Yeo-won Son (Outside Director) Organization 3 outside Directors Member Yeo-won Son, Byung-in Moon, Jae-seok Park Attached file Regulations of the Internal Transaction Committee - 2023
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.12.22 1. Approving internal transactions in 2024 Resolved For For For - 2022
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2022.12.21 1. Approving internal transactions in 2023 Resolved For For For - 2021
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2021.12.21 1. Approving internal transactions in 2022 Resolved For For For - 2020
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%M.Y. Yu
100%1 2020.12.21 1. Joint research contracts with affiliates and approval of transactions Resolved For For For 2. Approving internal transactions in 2021 Resolved For For For
Compensation committee
Role Evaluation of compensation policies and performance indicators for executives.
Chairman Jae-seok Park (outside director) Organization 3 outside Directors Member Yeo-won Son, Byung-in Moon, Jae-seok Park Attached file Regulations of the Remuneration Committee - 2024
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2024.03.12 1. Preliminary deliberation of directors' remuneration limit Resolved For For For - 2023
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No Date Agenda Resolution Status Outside director
(Attendance rate)B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.03.10 1. Reviewing the guidelines for executive severance pay and the revision of executive rules - - - -
Sustainable Management Committee
Role Reviewing key points of E,S,G and establish strategic direction policies
Chairman Jae-seok Park (outside director) Organization Outside Director, Non-executive Director, Executive Director Member Dal-won Kwak, Geun-seok Song, Sang-hyun Yoon, Byung-in Moon, Jae-seok Park, Yeo-won Son Attached file Regulations of the ESG Committee - 2024
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No Date Agenda Resolution Status Executive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside director
(Attendance rate)D.W. Kwak
100%G.S. Song
100%S.H. Yoon
100%B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2024.03.12 1. Establishment of a carbon neutral road map Resolved For For For For For For 2. Establishment of ESG strategic tasks - - - - - - - 3. Report the result of the importance assessment - - - - - - - - 2023
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No Date Agenda Resolution Status Executive Director
(Attendance rate)Non-executive Director
(Attendance rate)Outside director
(Attendance rate)D.W. Kwak
100%G.S. Song
100%S.H. Yoon
100%B.I. Moon
100%J.S Park
100%Y.W. Son
100%1 2023.05.25 1. The selection of the chairman of the Sustainable Management Committee Resolved For For For For For For 2. The issue of enacting a biodiversity policy Resolved For For For For For For 3. Promotion plan of the Sustainable Management Committee - - - - - - - 4. ESG Management Strategy Report - - - - - - - 5. Reporting the results of the importance assessment - - - - - - - 6. Report on Korean RE100 subscription - - - - - - - 2 2023.11.08 1. ESG Risk Review Scheme Report - - - - - - - 2. Report on activities to strengthen access to medicines - - - - - - - 3. Report on the business plan for 2024 - - - - - - - 4. Environmental management policy enactment Resolved For For For For For For 5. Establishment of ESG KPI Resolved For For For For For For
category Adoption Note Adoption of the corporate governance charter O Established on December 21, 2021 Establishment of employee ethics code O Separation of the authority of CEO and BOD chair O Chairman of the Board of Directors is Outside Directors Regular holding of BOD meetings O Regular BOD meetings are held four times a year Prior information given to directors when holding BOD meetings O Adoption of rules concerning the role and procedures of BOD and committees O BOD rules; Rules for the Committee for the Recommendation of Outside Director Candidates Operation of a committee ensure recommendation of director candidates is given fairly O Operation of Committee for the Recommendation of Outside Director Candidates Public disclosure on the for/against voting results and attendance of directors at BOD meetings and key activities by BOD O Insurance coverage of losses and damages for directors at the expense of the company O Certification of the accuracy of business reports O Certification of CEO and senior executives handling daily corporate tasks Explanation on the differences from exemplary rules O
Governance
HK inno.N seeks to build further trust in the company’s business management through
ethical management and transparent disclosure of its governance.