HYUNDAI WIA, the heart of global manufacturing industry.
HYUNDAI WIA aims to create new customer value based on the best quality competitiveness and customer service, and to leap forward as a top global company. This Corporate Governance Charter is enacted under the belief that building a sound governance structure can secure trust from all stakeholders as a respected global company and serve as the cornerstone for faithful management activities.
In accordance with this Corporate Governance Charter, HYUNDAI WIA promotes transparent and responsible management under the supervision of a professional and independent board of directors and strives to promote balanced rights and interests of stakeholders, including shareholders, customers, employees, and partners, to create a sustainable future. We want to be a company that opens up a sustainable future.
1.1 Rights of Shareholder
1. Shareholder HYUNDAI WIA (hereafter referred to as “Corporation”), as an owner, shall have the following basic rights guaranteed by relevant laws such as commercial law:
- The right to participate in profit distribution
- Attendance and voting rights at the general shareholders' meeting
- The right to receive information regularly and in a timely manner
- Other rights guaranteed by commercial law, related laws and articles of association
2. The following matters that bring significant changes to the Company's existence and shareholder rights shall be determined at the general shareholders' meeting under the principle of guaranteeing the maximum shareholder rights:
- Change of Articles of Association
- Merger, business transfer and division of companies
- Reduction of capital
- Comprehensive exchange and transfer of stocks, etc.
3. Shareholder rights must be exercised conveniently according to the free will of shareholders. In order to facilitate the exercise of shareholder rights, the Company shall provide sufficient information on the date, place, and agenda of the general shareholders' meeting in advance
1.2 Fair treatment of shareholders
1. Shareholders shall have one vote per share, and the essential rights of shareholders should not be infringed. However, restrictions on voting rights for specific shareholders may be implemented as prescribed by law.
2. The Company shall provide necessary information to shareholders sufficiently in a timely, easy-to-understand manner. In addition, even if information that is not obligated to disclose is disclosed, it shall be provided fairly to all shareholders..
3. The Company must protect shareholders from unfair internal transactions and self-transactions of other shareholders such as controlling shareholders.
1.3 Shareholder Responsibilities
1. Shareholders should recognize that the exercise of their voting rights may affect business management, and strive to actively exercise their voting rights for corporate development.
2. Major shareholders who exert influence on the management of the Company must act for the benefit of the Company and all shareholders, and must endeavor not to cause damage to the Company and other shareholders by acting contrary to this.
2. Board of Directors
1. The board of directors is an organization that has comprehensive responsibility and authority for management within the scope of relevant laws and regulations. For the benefit of the Company and shareholders, it shall determine matters specified in laws or the articles of association, matters entrusted by the general shareholder meeting, and major matters on the Company’s basic operation policy and business execution including the following:
- Important matters related to the Company's management strategy and business progress
- Director and executive supervision of job execution
- Other matters stipulated in laws, articles of association, and board operation regulations
2. The board of directors may delegate authority to the CEO or the committee, except for major matters stipulated by laws, articles of incorporation or regulations of the board of directors.
2.2 Composition and Operation of Board of Directors
1. The Company shall have 3 to 9 directors and appoint them at the general shareholders' meeting so that various opinions can be expressed and effective decision-making is possible. However, in order for the board of directors to independently and effectively supervise management, a majority of all directors shall be appointed as independent directors recommended by the Independent Director Recommendation Committee.
2. The board of directors shall appoint the chairman of the board of directors with a term of three years at the first meeting of directors after the regular shareholders' meeting. The chairman of the board of directors shall convene and preside over the board of directors and must ensure that the role of the board of directors is effectively performed in all aspects.
3. The board of directors shall meet regularly, and if necessary, temporary board meetings shall be held from time to time. In addition, for the smooth operation of the board of directors, regulations for the board of directors that specifically stipulate the authority, responsibilities and operating procedures of the board of directors should be enacted and operated.
4. The board of directors shall write minutes for each meeting to keep the meeting details and, if necessary, utilize remote communication means so that as many members of the board of directors as possible can participate in board meetings.
2.3 Qualification and Independence of Director
1. Directors must meet the qualification standards set forth in relevant laws and regulations, have exemplary ethics, professionalism, and honesty, and must be able to represent the rights and interests of all shareholders and stakeholders in a balanced way.
2. Directors must be able to devote enough time to perform their duties, and must have a strategic mindset, practical knowledge, mature judgment, and full responsibility.
3. The Company shall constitute the board of directors with directors from various backgrounds, and the directors must be competent persons who can make substantial contributions to corporate management.
4. Independent directors should be persons with extensive professional knowledge or practical experience in related fields such as finance, economy, management, law, accounting, etc., or domestic and foreign professional managers or future technology experts, and have no significant interest in the company and may make independent decisions.
2.4 Appointment and Recommendation of Directors
1. The directors of the Company shall be appointed at the general shareholders' meeting with the recommendation of the board of directors or the Independent Director Recommendation Committee.
2. Independent directors shall be appointed at the general shareholders' meeting by the recommendation of the Independent Director Recommendation Committee where independent directors hold a majority in order to evenly appoint competent and responsible personnel with expertise that can substantially contribute to company management.
3. The Company shall provide shareholders with sufficient information on candidates for directors and sufficient time to judge them.
2.5 Role of Independent Director
1. Independent directors shall participate in major decision-making of the Company through the activities of the board of directors and supervise and support management as members of the board of directors.
2. Independent directors may request information necessary for the performance of their duties. In addition, if necessary, they can receive advice from an external expert through appropriate procedures, and the Company will support the expenses incurred.
3. The Company shall regularly report or provide management information, such as the Company's business execution status, so that independent directors can grasp the Company's management status in a timely manner, and establish and operate continuous education or training programs for independent directors.
2.6 Responsibility of Director
1. Directors shall perform their duties for the benefit of the Company and shareholders by fulfilling their duty of care as a good manager, and shall not disclose information obtained during their duties to the outside or use them for the benefit of themselves or a third party.
2. When a director violates laws or articles of association or neglects his/her duties, he/she shall be liable for damages to the company. When a director, by intent or major mistake, neglects his or her duties, he or she shall be liable to compensate to the concerned third party as well. However, if a director performs his/her duties in a way that is deemed to be in the best interests of the company by diligent and reasonable judgment in the process of making a management judgment, the management judgment of such a director should be respected.
3. In order to alleviate the burden on directors' liability issues and to recruit competent persons as directors, the Company shall subscribe to executive compensation liability insurance for directors at the company's expense.
2.7 Committee within Board of Directors
1. The board of directors may establish and operate committees within the board of directors in order to increase the professionalism of business performance and efficiency of operation.
2. The board of directors shall operate the Audit Committee, the Corporate Governance & Communication Committee, and the Independent Director Recommendation Committee as committees within the Board of Directors, but if necessary, a temporary committee may be established. Regarding the composition and operation of committees, the regulations of each committee separately determined shall be followed.
3. Committees shall report the resolved matters to the board of directors, and the board of directors may re-determine the matters.
2.8 Corporate Governance & Communication Committee
1. The Committee shall aim to review the transparency of internal transactions, promotion of ethical management, and protection of shareholder rights and interests, and deliberate and decide on the following matters:
- Transactions between specially related persons prescribed by the Monopoly Regulation and Fair Trade Act and Commercial Act
- Inspection of implementation of fair trade self-compliance program
- Important policies related to ethical management and social contribution
- Establishment and amendment of the code of ethics, such as ethical standards, and evaluation of the implementation status
- Matters concerning the protection of shareholder rights and interests
2. The Committee shall deliberate on major management matters such as guarantees, M&As, acquisition and disposal of major assets (shares) related to the protection of shareholders' rights and interests, details of self-transactions, and matters the Committee deems important.
3. To enhance independence and transparency, the Committee shall consist only of independent directors, and the Company should provide maximum support for all information and expenses necessary for the committee's activities, and operate continuous education or training programs to enhance professionalism.
4. The Committee shall meet quarterly, and if necessary, the meeting results shall be reported to the board of directors. In addition, the annual activity details shall be disclosed through various channels such as the governance structure report so that all shareholders can access it.
2.9 Evaluation and Reward
1. The management activities of the board of directors must be evaluated fairly, and the results must be appropriately reflected in the reward.
2. Remuneration for directors or expenses necessary for work shall be paid within the payment limit determined by the resolution of the general shareholders' meeting.
3. Directors’ remuneration must be reasonably proportional to his/her job, and must be determined at an appropriate level in light of the company's financial position, and must be set so that the long-term interests of the Company and shareholders are consistent.
3. Audit Office
3.1 Audit Committee
1. The Audit Committee shall be composed of three or more directors, appointed at the general shareholders' meeting, and include one or more experts in accounting or financial affairs. In addition, more than two-thirds of the total members shall be independent directors to perform the role of independent and transparent auditors.
2. The Audit Committee shall perform the following functions:
- Audit of the legitimacy of management activities
- Review of the soundness and feasibility of corporate financial activities and the accuracy of financial reports
- Appointment and dismissal of external auditors and reporting to the general shareholders' meeting
- Establishment and amendment of the code of ethics, including the code of ethics, and evaluation of the implementation status
- Other matters stipulated by laws, articles of association, and operating regulations of the Audit Committee
3. The Audit Committee may read or copy accounting books and documents at any time, request directors to report on business, or investigate the Company's business and property status. In addition, if it is deemed necessary, it can seek advice from external experts at the Company's expense.
4. The Audit Committee shall hold a meeting at least once a quarter, and if necessary, the management, finance officers, and external auditors may attend.
5. The Audit Committee shall prepare minutes at each meeting.
6. The Audit Committee shall conduct business independently from the management and controlling shareholders.
3.2 External auditor
1. External auditors must perform audit work fairly and independently from the Company, management, and specific shareholders.
2. External auditors shall be appointed by the Audit Committee and must report important matters identified during external audit activities to the Audit Committee.
3. External auditors must attend the general shareholders' meeting and sincerely answer questions of shareholders regarding the audit report.
4. External auditors should consider the Company's viability as required by relevant laws such as the 「External Audit Act of Stock Companies」.
1. The Company shall faithfully fulfill corporate social responsibility with the belief that faithfully addressing the concerns of all stakeholders, including customers, employees, partners, and local communities, contributes to the improvement of long-term shareholder value.
2. The Company shall respect workers' rights and improve workers' quality of life.
3. The Company shall promote the establishment of fair market order by complying with fair trade laws and promote balanced development of the national economy.
4. The Company shall comply with the creditor protection procedures for matters such as mergers, audits, divisions, mergers, etc. that have a significant impact on the creditors' status.
5. The Company shall guarantee the rights of each stakeholder as a stakeholder and shareholder when the stakeholder also serves as a shareholder, and shall provide information necessary for the protection of the stakeholder's rights to the stakeholder within the scope permitted by laws and regulations. The stakeholder should have easy access to relevant information.
1. The Company shall regularly prepare and disclose business reports, quarterly reports, and semiannual reports, and disclose information related to the Company's contents to shareholders and stakeholders faithfully, promptly and honestly.
2. In addition to regular disclosure, legal obligations and important pending tasks shall be disclosed in detail and accurately in a timely manner.
3. In addition to the disclosures required by laws and regulations, the Company shall disclose matters that have a significant influence on or may have a significant influence on the decision-making of shareholders and stakeholders.
4. The Company must make the disclosure content easy for stakeholders to understand and use, and designate a disclosure manager so that important information of the Company can be quickly transferred to the disclosure manager.
5. The company shall specifically disclose the stock ownership status of controlling shareholders and related persons.
6. The Company should not favor or discriminate against a specific person in the scope and timing of disclosure of important corporate information, and should disclose it so that all stakeholders can access it at the same time.
153 Jeongdong-ro, Seongsan-gu, Changwon, Gyeongnam | Tel +82-55-280-9114
2019 HYUNDAI WIA CORP.ALL RIGHTS RESERVED.
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