Governance

Board of Directors

SK Innovation's board of directors holds regular board meetings monthly, and materials are provided and reported in advance so that the board of directors can sufficiently review the agenda. In addition, when urgent issues arise, we hold a board meeting quickly as possible and make prompt decision to lead professional and transparent management activities.

Activities

2025

Date Ageda Content Approval Attendance of Independent Directors (Total Attending Directors)
2025.06.25 Resolution items 1. Purchase of SK Enmove Shares and Increase of Investment Budget Cap
2. Issuance of Exchangeable Bonds and Disposal of Treasury Stocks
3. Divestment of equity interest in SK Investment Management (‘SK IM’)
4. Contribution in Kind for the Establishment of SK Innovation’s Integrated U.S. Corporation
5. Major Contract Execution Related to Solar Power Generation Project of Sinan Jeungdo Solar Power Co., Ltd
6. Execution of Renewable Energy PPA (Power Purchase Agreement) with Youngnam Energy Service
7. Renewal of D&O Liability Insurance FY2025 		1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved 		6(8)
Reporting items 1. SK on Business Status
2. Participation in the paid capital increase of STAC
3. Exercise of Put Option on ENN (Zhoushan) LNG Joint Venture Stake Held by Prism Energy International
4. Project for Enhancing Profitability through Improved Yields and Increased Processing Capacity of No.1 RFCC 		-
-
-
-
2025.05.28 Resolution items 1. Selection of CEO and Executive Officer 1. Approved 6(9)
2025.04.29 Resolution items 1. Amendment of pre-approved equity investment for Jeonnam Offshore Wind Power Co. Ltd
2. Approval of Large-scale Internal Trading for Operation Expenses of SUPEX Council in '25
3. Approval of Changing Operation Expenses of SUPEX Council in '24 		1. Approved
2. Approved
3. Approved 		6(10)
Reporting items 1. Financial results for the 1st quarter ended on Mar 31, '25
2. F/U of committee activities
 -
-
2025.03.28 Resolution items 1. Election of Board Chairperson
2. Composition of Committes and Election of Committee members
3. Revision of Bylaws of the Board of Directors
4. Providing a debt guarantee for HSAGP* in relation to ECA Financing
5. Approval of issuance limit for domestic unsecured corporate bonds in '25
6. Provision of Parent Company Guarantee for IGE’s financing
7. Execution of Renewable Energy PPA (Power Purchase Agreement with Related Parties
8. Extension of Contract for Gwangyang Power Plant Operation and Maintenance Services with Related Parties
9. '25 SK innovation Safety & Health Management Plan
10. Establishing a New SK R&D Center
11. Information System Management Outsourcing Contract with SK Inc.
12. Quarterly Trading Limits on Goods & Services with SK Inc.
13. Establishing the Total Service Contract Amount for 2025 with SK Innovation Outpost Corporation 		1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
8. Approved
9. Approved
10. Approved
11. Approved
12. Approved
13. Approved 		6(10)
Reporting items 1. Vietnam Task Force (TF) Operation Plan
2. SK on Business Status
3. North America Hyundai JV(HSAGP) ECA Financing
4. The Implementation of next generation manufacturing systems based on the standard process
5. F/U of committee activities 		-
-
-
-
-
2025.02.26 Resolution items 1. Convocation of The 18th Annual General Shareholder Meeting and Agenda Items Settlement
2. Policy on Independent Directors
3. Partial Amendment to Compliance Guidelines 		1. Approved
2. Approved
3. Approved with modification 		5(8)
Reporting items 1. Final Report of 18th Financial Statement
2. Report on The Assessment of Internal Control over Financial Reporting
3. Amendment in Internal Control over Financial Reporting Regulation
4. Results of The Assessment of Internal Control over Financial Reporting
5. '24 Operation Results and 2024 Plans for Compliance/ Fair Trade Compliance Programs
6. UAC Benzene Production Optimization Investment Plan
7. F/U of committee activities 		-
-
-
-
-
-
-
2025.02.05 Resolution items 1. Dividend Plan for the '24 Fiscal Year
2. Approval of 18th Financial Statement
3. Approval of 18th Sales Report
4. Approval for sublease contract agreement with SK ecoplant Co., Ltd. 		1. Approved
2. Approved
3. Approved
4. Approved 		5(8)
Reporting items 1. SK on Business Status
2. 2024 Board evaluation
3. F/U of committee activities 		-
-
-

Communication with Stakeholders

Date of Training Events Content
2025.06.11 Female Independent Directors-SKI Female Executives Meeting (2nd) Discussion on Female Leadership and the Importance of Developing Female Talent
2025.04.16 Female Independent Directors-SKI Female Executives Meeting (1st) Discussion on Female Leadership and the Importance of Developing Female Talent
2024.06.11 SUPEX Talent Development Committee Lecture Lecture at the 2024 Group ELP (Executive Leadership Program) New Selection Training
2024.04.19 mySUNI Panel Discussion Participation as a panelist in the Global Marketing session
2024.04.11 SK Group New Independent Directors Workshop Update on the implementation of the SK Innovation Governance Story
2023.11.28 ACGA Meeting SK Innovation’s Governance innovation story and net zero status
2023.11.15 Women Corporate Directors Board-centered governance Innovation
2023.11.02-03 '23 Year Performance of SK Innovation Subsidiary Financial Story' and '24 Year Plan Session Share '23 Year Performance Look-back' and '24 Year Plan by Subsidiary
2023.10.31 SK Directors' Summit 2023 SK Group's Governance Innovation Strategy and Stakeholder-centered Management Expansion Plan
2023.09.05 Interview on the Governance Structure of the Korea ESG Standards Institute Current Status of SK Innovation Governance and Strategy for Improvement
2023.08.21-22 Icheon Forum 2023 Measures to respond to changes in business environment such as AI acceleration and to enhance corporate sustainability
2023.07.26 2023 Governance Sub-Forum for Advancement of Governance Story Sharing the current status of SK Innovation Governance Story and conducting Q&A sessions for members
2023.07.11 SK Inno News Interview Differences and Future Plans of SK Innovation's Board of Directors
2023.07.03 Council of Independent Directors of Group Companies SK Innovation's board of directors' evaluation plan
2023.04.19,
2023.04.26,
2023.05.03		 GBS in-house broadcasting Operation of SK Innovation Governance Story and Board of Directors
2023.04.07 New Independent Directors of Group Workshop SK Innovation Governance Stroy Practice Status
2023.03.30 SK Innovation's 16th Annual Meeting of Shareholders Future Strategy of SK Innovation and Direction of Shareholder Return
2023.02.07 Interview with SK Innovation Management in 2023 Board role to implement SK Innovation Financial Stories
2022.10.06 CA100+ Conference Explanation and Q&A on Major ESG activities of SKI for CA100+ Members
2022.03.24 The Bell Business strategy Forum SK Innovation's ESG Management and Governance innovation Story
2022.02.16 BlackRock Conference call Discussion of SK's Financial Story and Governance Story
2021.09.29 Asia ESG Symposium Presented the story of SK Innovation's governance innovation at the symposium hosted by the Asian Daily under the theme of 'Sustainable Korean Governance: SK Innovation Governance Story'.
2021.08.04 ACGA (Asia Corporate Governance Associate) Conference Held Q&A sessions and declared commitment to innovating the governance structure of the Board of Directors and the company to major investors in the Asia-Pacific region, including BlackRock and a pension asset management institution in the Netherlands.
2021.07.01 SK Innovation Story Day Set the directions for corporate strategy based on advanced governance and declare commitment to managing the implementation of strategies.

Board evaluation method

Overall board evaluation

  • Self-evaluation

    Assessment of the activities of the Board of Directors for the composition, roles, responsibilities and operation of the Board

  • Quantitative performance

    Objective evaluation of the Board's contribution to corporate values and board-centered governance

  • Affiliated committee evaluation

    Evaluation of the composition and roles of committees

Board member evaluation

Absolute evaluation of the main capacities an executive director should possess

  • Providing references

    Providing quantitative activity indicators for each board member - Attendance rate, number of agenda items proposed, attendance of director training, and amount of communication with stakeholders.

  • Director peer evaluation

    Conducting peer evaluations of their leadership, understanding, and fidelity.

  • Confirming the evaluation and providing feedback

    Concluding and confirming the peer evaluation results and providing individual feedback.