Independent Director
Nomination Process
Board Committees
The Board Committees conduct professional and intensive discussions on major management items.
SK Innovation’s board has the Audit and Corporate Compliance Committee, HR Evaluation and Remuneration Committee, and strategy·ESG Committee. All committees are chaired by independent directors, review board agendas in advance and be reported important management issues to reinforce expertise in considering the board agendas.
Board of Directors
Audit and Corporate Compliance Committee
4 Independent Directors
- Chairperson:
Baik Bok Hyeon
(Independent Director) - Commissioners:
Gong Sung Do
Park Jin Hei
Lee Ji Eun
- Accounting and audit on work performance
- Pre-and post-management of compliance risks such as anti-corruption, fair trade, and internal transactions
Audit Office
Directly Managed Organization :
Audit Office
HR Evaluation and Remuneration Committee
3 Independent Directors,
1 Non-Executive Director
1 Non-Executive Director
- chairperson:
Kim Joo Youn
(Independent Director) - Commissioners:
Park Jin Hei
Lee Bok Hee
Jang Yong Ho
- HR policy review
- CEO evaluation and remuneration
- Supporting search for CEO candidates
- Independent search and verification of independent director candidates
Corporate Culture Division
(HR Office)
(HR Office)
Secretariat Organization :
Corporate Culture Division (HR Office)
Strategy·ESG
Committee
Committee
5 Independent Directors,
2 Executive Directors,
2 Non-Executive Director
2 Executive Directors,
2 Non-Executive Director
- Chairperson:
Lee Bok Hee
(Independent Director) - Commissioners:
Gong Sung Do
Kim Joo Youn
Baik Bok Hyeon
Lee Ji Eun
Park Sang Kyu
Choo Hyeong Wook
Kang Dong Su
Jang Yong Ho
- Setting and evaluating CEO KPIs
- Presenting direction for ESG Strategy Business planning
- ESG Risk Mgmt.
- Checking future strategy for SKI and its subsidiarie
- Investment decision
- Improving and maintaining governance system
SK Innovation (ESG Implementation Office,
Corporate Strategy Office, Corporate
Performance Management Office)
SK Innovation E&S (Business Planning Unit)
Corporate Strategy Office, Corporate
Performance Management Office)
SK Innovation E&S (Business Planning Unit)
Secretariat Organization :
SK Innovation
(ESG Implementation Office, Corporate Strategy Office,
Corporate Performance Management Office)
SK Innovation E&S (Business Planning Unit)
Committee Charters
Committee Activities
2024
2024
Audit and Corporate Compliance Committee
| 11.13 |
1. Approval of Alteration of Audit hours and fees for External Auditor in 2024 (resolution) 2. Provision of Guarantees for ATVM Implementation (preview) 3. Provision of Guarantees for HSAGP Implementation (preview) 4. Report of 2024 3Q financial performance (report) 5. Report on the Assessment of Internal Control over Financial Reporting for consolidation purpose in the first half of 2024 (report) 6. External auditor’s review result of 2024 3Q financial performance (report) 7. Self-evaluation Result of Audit office KPI (report) 8. Report of Internal Investigation Result (report) |
|---|---|
| 10.16 |
1. The total transaction amount setting for major affiliates in 2024.11~12 (preview) 2. The total transaction amount setting for mySUNI education services (preview) 3. The total transaction amount setting for Standard workplace for the disabled (preview) 4. The total transaction amount setting for SK Innovation Outpost (preview) 5. Report of Internal Investigation Status and Result (report) 6. Report of 2024 Ethical Activity Result (report) |
| 09.23 |
1. Exercise of Call Option to purchase SK Enmove shares and Increase in Investment Budget Cap (preview) 2. Execution of the Price Return Swap Agreement (preview) 3. External auditor's advance report on non-audit work (report) |
| 08.14 |
1. Determination of review opinion on the agenda and documents of the Extraordinary General Shareholders Meeting (resolution) 2. Audit Office Work Plans Amendment (resolution) 3. Report on Internal Audit Results and Risk Management System Inspection Results (report) 4. Report on Follow-up Action Plans for Internal Audit (report) 5. Report of 2024 2Q financial performance (report) 6. External auditor’s review result of 2024 2Q financial performance (report) |
| 06.12 |
1. Audit Committee Activity Evaluation Results (report) 2. Report of Internal Investigation Status and Result (report) 3. Ethical Activity Plan and Result (report) |
| 05.08 |
1. Report of 2024 1Q financial performance (report) 2. Operation plan for FY 2024 Internal Accounting Control System (report) 3. External auditor’s review result of 2024 1Q financial performance (report) |
| 04.08 |
1. Appointment of Representative Audit Committee member (resolution) 2. Report of Internal audit result (report) 3. 2024 KPI of Audit office (report) 4. Report of Internal Investigation Status and Result (report) |
| 03.13 |
1. Approval of Audit hours and fees for External Auditor in 2024 (resolution) 2. Auditor´s report verification (resolution) 3. Confirming Evaluation Results of FY 2023 Internal Monitoring System Operation (resolution) 4. The 17th AGM agenda items and document investigation result verification (resolution) 5. Assessment of External Auditor Services in 2023 (report) |
| 02.28 |
1. Election of Board Chairperson (resolution) 2. Composition of Committes and Election of Committee members (report) 3. Revision of Bylaws of the Board of Directors and Charter for the Committees (report) |
| 02.20 |
1. Audit Office Work Plan (resolution) 2. Report of Internal Investigation Status and Result (report) 3. Follow up Action Report on Audit and Internal Audit Report on Financial Statements (report) 4. FY2023 report on the Assessment of SKI Internal Control over Financial Reporting (report) 5. The present organization and human resources of SKI Finance Division Group (report) |
| 01.24 |
1. Report of Internal Investigation Status (report) 2. Report of 2023 Ethical Activity Result (report) 3. Result of Inspection regarding Follow-up Actions on 2022 SKI Audit (report) 4. 2024 KPI of Audit office (report) |
HR Evaluation and Remuneration Committee
| 12.18 |
1. CEO’s Incentive Bonus in 2024 and Annual Salary in 2025 (preview) |
|---|---|
| 12.04 |
1. Short-Term Business Planning of 2025 (preview) 2. 2025 SKI CEO KPI Development (preview) 3. 2024 SKI CEO KPI Final Evaluation (preview) 4. CEO Sustainability Impact Assessment Results of 2024 (preview) 5. 2nd Review of SK Innovation’s independent Director candidates (report) |
| 11.13 |
1. 1st Review of SK Innovation’s independent Director candidates (report) 2. 2024 Board evaluation plan (report) |
| 10.16 |
1. Plan of Recommending SK Innovation’s Independent Director Candidates (report) 2. 2024 SKI Culture Survey Result (report) 3. Tentative evaluation of CEO’s sustainable influence for 2024 (report) |
| 09.11 |
1. Renewal of management regulation of executive officer (preview) 2. CEO candidates (report) |
| 04.17 |
1. CEO’s Annual Salary in 2024 and Long-term Incentive (preview) 2. Election of Committee Chairperson (resolution) |
| 02.14 |
1. ’24 CEO KPI Establishment 2. Recommendation of candidates for Director Candidates (preview) 3. Establishment of the limit of remuneration for directors in 2024 (preview) |
| 01.24 |
1. CEO KPI evaluation result of 2023 (preview) 2. CEO Sustainability Impact Assessment Results of 2023 (preview) 3. Short-Term Business Planning of 2024 (preview) 4. CEO’s Incentive Bonus in 2023 and Annual Salary in 2024 (preview) 5. Review of SKI Independent Director Candidates 2024 (resolution) 6. 2023 Board evaluation plan (report) |
Strategy·ESG Committee
| 12.04 |
1. Short-Term Business Planning of 2025 (preview) 2. 2025 SKI CEO KPI Development (preview) 3. 2024 SKI CEO KPI Final Evaluation (preview) 4. CEO Sustainability Impact Assessment Results of 2024 (preview) |
|---|---|
| 11.13 | 1. Enhancement Plan for Investment Management System of SK Innovation (report) |
| 10.16 |
1. 2024 SK Innovation CEO KPI Interim Evaluation (report) 2. SK Inc. KPI Re-design (report) 3. SK On Business Status (report) 4. Corporate Value-up Plan (report) 5. Approval of Public Notice in Lieu of Merger Report General Meeting (preview) |
| 08.14 |
1. Interim Evaluation of 2024 SK Innovation CEO KPI (report) 2. Discussion on SK Group's SKI Structure Re-design (report) 3. Shareholders Agreement of SK On (preview) |
| 07.15 |
1. Merger of SKI and Energy Conpany (preview) 2-1. Merger of SK On and SK Trading International (preview) 2-2. Merger of SK On and SK Enterm (preview) 3. Coclusion of Merger agreement (report) 4. Three-way merger of SKI's Subsidiaries (report) |
| 06.12 |
1. The Intergrated Perfomance Evaluation of 2023 'Future Strategic Planning Committee' and ' ESG Committee' (report) 2. SKI Net Zero Pivoting (report) 3. SKI Equity Value-Up Story (report) 4. Status of SKI Portfolio Option (report) 5. Project universe Investment Report (report) |
| 04.17 |
1. Election of Committee Chairperson (resolution) 2. 2023 CEO KPI Establishment (preview) 3. SK Innovation Portfolio Management Direction (report) 4. Business Status Of Skon (report) |
| 03.13 |
1. Amendment of Board & ESG Committee Bylaws (preview) 2. Amendment of SK innovation Corporate Governance Charter (preview) |
| 02.14 |
1. 2024 CEO KPI Establishment (preview) |
| 01.24 |
1. CEO KPI evaluation result of 2023 (preview) 2. CEO Sustainability Impact Assessment Results of 2023 (preview) 3. Short-Term Business Planning of 2024 (preview) |
Independent director candidate recommendation procedures
HR Evaluation and Remuneration Committee secures the candidate pool to recruit talent with the expertise needed in the decision-making of the board and establishes a system for recommending independent director candidates that is fair and transparent, leading the whole process of director appointment.
ESG management system of the board
The Strategy·ESG Committee leads SK Innovation's overall management decision-making by carrying out management, guidance, and supervision of SK Innovation's functional enhancement and execution performance in each ‘E’ ‘S’ and ‘G’ area. It also necessarily conducts the pre-review of the board’s agendas from the perspective of ESG and leads active communication with external stakeholders based on their actual influence, such as attending ESG-related lectures, discussion sessions, and meetings with major investors.
-
Review of strategic direction for ESG, and execution, management, and supervision of key challenges
-
Final inspection of performance against the goals, and derivation of possible improvements
-
Publication of reports to increase ESG information disclosure
-
Invitations for ESG-related key stakeholders, and carrying out discussion sessions
-
Attending external ESG forums and events and communicating with stakeholders
- Conducting pre-reviews of all boards' agendas from the perspective of ESG
- Operating the periodical ESG performance management report process (report twice a year)
- Inviting major stakeholders to have discussion sessions and expanding communication
