As of March 2017, Coway’s Board of Directors (BOD) is composed of 8 directors: 2 internal directors, 4 non-executive directors, and 2 external directors. There is one subcommittee—the Management Committee—under the BOD. Board members are elected among directors who have expertise in each area at a general meeting of stockholders in accordance with relevant regulations.
| Classification | Name | Position | Tenure |
|---|---|---|---|
| Chairman | Hae-Sun Lee | CEO, Coway (Current) | 7 months |
| Internal Director | Jong-Ha James Yoon | Partner, MBK Partners (Current) | 4 years and 7 months |
| Non-Standing Director | Jay H. Bu | Partner, MBK Partners (Current) | 4 years and 7 months |
| Non-Standing Director | Kwang Il Kim | Partner, MBK Partners (Current) | 8 months |
| Non-Standing Director | Tae Hyun Park | Partner, MBK Partners (Current) | 4 years and 7 months |
| Non-Standing Director | Yon Sog Choi | Director, MBK Partners (Current) | 1 years and 2 months |
| Independent Director | Joongseek Lee | Associate Professor, Graduate School of Convergence Science and Technology, Seoul National University (Current) | 2 years and 8 months |
| Independent Director | Joonho Lee | Head of Korea, L.E.K. Consulting (Current) | 4 years and 7 months |
The Board of Directors decides on matters prescribed by laws and regulations or the articles of association, matters delegated by the general meeting of shareholders, and important matters related to the company's basic management policies and business management. It then supervises directors on the execution of their managerial duties. Regular meetings of directors are held quarterly in principle, and special meetings may be held when necessary. The Board's resolutions shall be made with a majority of directors in attendance and a majority vote of the attending directors. The voting right of any director with special interest in the agenda shall be limited. In 2016, ten meetings of directors were held, in which decisions were made on 37 major agendas including the annual business plan and budget, branch establishment, and appointment of Chairman of the Board.
Every year, directors are evaluated in areas including expertise in business and technology and activities within the BOD.Later, the results are discussed at the BOD meeting. Compensation for Board activity is calculated based on the standards for short-term performance-based pay reflecting annual KPI, which is reported through a business report after adjustment by the CEO and resolution in the general meeting of shareholders.
| No. of persons |
Total compensation to BOD (Unit: 1,000 KRW) |
Average compensation per person (Unit: 1,000 KRW) |
|
|---|---|---|---|
| Registered directors 1) | 2 | 2,850,172 | 1,425,086 |
| Independent directors 2) | 2 | 56,400 | 28,200 |
| Auditor | 1 | 368,495 | 368,495 |
The Management Committee, which operates under the supervision of the CEO, is a decision-making body for handling issues such as small-scale investments for efficient business operation and prompt decision-making. It consists of three members, including the CEO and those who are appointed by the Board of Directors (one standing and two non-standing directors). In 2016, approximately 27 agendas on management, compensation, finance, and investment were approved, including important business strategies such as the undertaking of new projects, development and launch of new products or services, technical introduction or transfer, salary increase including bonus payments, and important changes in working conditions.
| Name of Committee | Composition | Members |
|---|---|---|
| Management Committee | One standing director, Two non-standing directors |
Hae-Sun Lee, Jay H. Bu, Tae Hyun Park |
Although Coway does not operate a separate nominating committee for independent directors, directors are appointed by the BOD’s recommendation and resolution of the general meeting of shareholders to secure fairness and independence. If a director candidate is decided prior to notification of the next meeting of shareholders, then the shareholders are notified with the candidate’s information, such as name and profile.
Although Coway does not operate a separate Audit Committee, one auditor appointed by the resolution of the general meeting of shareholders carries out audit work. The auditor can attend board meetings and supervise directors’ performance of duties independently. When necessary, the auditor may request a department to submit relevant books and documents, ask the company to report on business-related matters, and access business information through appropriate means.
Coway appoints those with a wealth of expertise or experience in areas such as business management, economy, law, and related technologies as independent directors. A support organization within the company provides support so that external directors can carry out professional duties in the BOD. Reference materials are provided prior to meetings of directors so that each director can fully review the agendas beforehand. When necessary, a separate presentation may be given, and additional information on other major issues of the company is also provided.
