Corporate Governance

현재 페이지경로

Board of Directors Operation Status

2022

Board of Directors Operation Status(2022)
N Meeting
Date		 Agenda Atten-
dance
(Internal/
Outside)		 Voting
result
1 2022.01.25 1) Revision of Directors’ Remuneration Regulations 7/7
(3 Internal
/4 Outside)		 Approved
unanimously
Report) Additional Appointments of Outside Directors
Report) Disclosure of Year 2021 Q4 Performance
2 2022.02.22 1) Change in Year 2022 Q1 Approved Self-Dealing Amount by Directors, etc. 6/6
(2 Internal
/4 Outside)		 Approved
unanimously
2) Extending the MOU period for asset transactions with affiliates
3) OneWeb equity investment structure change
4) Investment in Overseas Subsidiaries(Hanwha Systems UK) shares acquisition
5) Investment in Overseas Subsidiaries(Hanwha Systems USA) shares acquisition
6) Approval on the Subjects to which RSU(Restricted Stock Units) are provided as well as RSU Amount
7) Approval of the 22nd Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
8) Implementation of Electronic Voting System
9) Convening of the 22nd Ordinary General Shareholders' Meeting and Agenda Decision
9.1 Approval of the 22nd Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
9.2 Partial changes in Articles of Incorporation
9.3 Appointment of Directors
9.3.1 Appointment of Executive Director, Mr. Sung Chul Eoh
9.3.2 Appointment of Executive Director, Mr. An Sik Yoon
9.3.3 Appointment of Executive Director, Mr. Yong Wook Lee
9.3.4 Appointment of Outside Director, Ms. Hyeong Ju Hwang
9.4 Approval of the Cap on Directors' Compensation
Report) Report of Internal Accounting Management System Operation Status
Report) Audit Committee's Report and Assessment on Internal Accounting Management System Operation Status
Report) Result of Outside Director Candidate Selections
Report) Approval on Directors' Compensation Cap
Report) Submission of Conduct of Business Ethics Pledge for the Transactions with DAPA
3 2022.03.24 1) Reappointment of CEO 9/9
(4 Internal
/5 Outside)		 Approved
unanimously
2) Appointment of ESG Committee Members
3) Appointment of Outside Director Candidate Recommendation Committee Members
4) Appointment of Compensation Committee Members
5) Establishment of Year 2022 Workplace Safety and Health Plan
6) Modification of approved transaction amounts concerning the transactions with Affiliated Persons
7) Approval on Year 2022 Q2 self-dealing transactions by Directors, etc.
8) Modifications of Board of Directors Meeting Rules
9) Appointment of the Chairperson (Person with the authority to convene)
4 2022.04.28 1) Change in Year 2022 Q2 Approved Self-Dealing Amount by Directors, etc. 9/9
(4 Internal
/5 Outside)		 Approved
unanimously
Report) Disclosure of Year 2022 Q1 Performance
Report) Approval of transactions of beneficiary certificates with Affiliated Person
Report) Year 2022 Q1 Financial Statements(Provisionary)
5 2022.05.30 1) Appointment of Compliance Officer 9/9
(4 Internal
/5 Outside)		 Approved
unanimously
2) Appointment of Fair Trade Compliance Manager
6 2022.06.14 1) Overair Series-B Convertible Note contract 9/9
(4 Internal
/5 Outside)		 Approved
unanimously
2) Corporate liquidation for Hanwha Systems Vietnam Ltd.
3) Changes in approved amounts for Year 2022 Q2 self-dealing transactions by Directors, etc.
4) Approval on Year 2022 Q3 self-dealing transactions by Directors, etc.
Report) Approval on Year 2022 Q3 large-scale internal transactions(goods and services)
Report) Approval on Year 2022 Q3 transaction limit concerning transactions with Hanwha Group affiliates in financial sector
Report) Yearly Operation Plan for Year 2022 Internal Accounting Management System
Report) Publication of HSC’s Year 2022 Sustainability Report(Draft)
Report) Review of joining UNGC(UN Global Compact)
Report) Report on major ESG activities and progresses in 2022
7 2022.07.28 1) Establishment of UAE branch 9/9
(4 Internal
/5 Outside)		 Approved
unanimously
Report) Year 2020 Q2 Financial Statements(Provisionary)
Report) Signing of non-audit service contract with independent auditor
Report) Disclosure of Year 2022 Q2 Performance
Report) Year 2022 Compliance and Fair Trade Voluntary Compliance Program status and performance results
8 2022.08.26 1) Change in Year 2022 Q3 Approved Self-Dealing Amount by Directors, etc. 9/9
(4 Internal
/5 Outside)		 Approved
unanimously

2021

Board of Directors Operation Status(2021)
N Meeting
Date		 Agenda Atten-
dance
(Internal/
Outside)
1 2021.01.21 1) Set-up of Compensation committees and approval of appointed compensation committees members 7/7
(3 Internal
/4 Outside)
2) Approval of Compensation committees Regulations
2 2021.02.19 Report) Report of Internal Accounting Management System Operation Status 7/7
(3 Internal
/4 Outside)
Report) Audit Committee's Report and Assessment on Internal Accounting Management System Operation Status
Report) Compesation Committee and Appointment of Outside Director Recommendation Committe Chairman
Report) Approval on Directors' Compensation Cap
Report) Result of Outside Director Candidate Selections
Report) Submission of Conduct of Business Ethics Pledge for the Transactions with DAPA
Report) FY 2020 Q4 Performance Disclosures
1) Approval of the 21st Term Financial Statements and Operating Report
2) Introduction Electronic Voting System
3) Change in Year 2021 Q1 Approved Self-Dealing Amount by Directors, etc.
4) Revision of Director's Renumeration Regulations
5) Approval on the Subjects to Receive RSU(Restricted Stock Units) and RSU Amount
6) Convening of the 21st Ordinary General Shareholders' Meeting and Agenda Decision
6.1 Approval of the 21st Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
6.2 : Appointment of Directors
6.2.1 Appointment of Executive Director, Mr. Youn Chul Kim
6.2.2 Appointment of Outside Director, Mr. Joo Jae Lim
6.2.3 Appointment of Outside Director, Mr. Hyo Bok Bang
6.2.4 : Appointment of Outside Director, Mr. Sung Chill Hong
6.3 Appointment of Outside Director, Mr. Seong Su Hong, as an Auditor
6.4 4 : Appointment of Auditors
6.4.1 Appointment of Auditor, Mr. Joo Jae Lim
6.4.2 Appointment of Auditor. Mr, Sung Chill Hong
6.5 Approval of the Cap on Directors' Compenstation
3 2021.03.23 1) Reappointment of CEO 7/7
(3 Internal
/4 Outside)
2) Reappointment of Internal Transaction Committee Members
3) Reappointment of Outside Director Candidate Recommendation Committee Members
4) Reappointment of Compensation Committee Members
5) Satellite Communication Business, Establishment of U.S. Corporation
6) Establishment of Safety and Health at Work Plan
7) Correction of Branch Office's Registration Matters
8) Change in Approved Amount for Self-dealings by Directors, etc., for Year 2021 1st Quarter
9) Approval of Self-Dealings by Directors, etc.,for Year 2021 2nd Quarter
10) Approval of Large Scale, Internal Self-dealings for Year 2021 2nd Quarter
Report) Hanwha Systems' ESG Agenda and Improvement Plans
4 2021.03.29 1) Approval on Paid-in Capital Increase 7/7
(3 Internal
/4 Outside)
5 2021.03.30 1) Approval on Affilicated Persons' Participation In Paid-in Capital Increase 7/7
(3 Internal
/4 Outside)
6 2021.05.06 Agenda No. 1. Revision of Director's Renumeration Regulations 7/7
(3 Internal
/4 Outside)
Agenda No. 2. Change in Approved Amount for Self-dealings by Directors, etc., for Year 2021 1st Quarter
Report) Year 2021 Q1 Financial Statements(Provisionary)
Report) Disclosure of Year 2021 Q1 Performance
7 2021.06.22 Agenda No. 1. Foundation of ESG Committee and appointment of ESG Committee Members 7/7
(3 Internal
/4 Outside)
Agenda No. 2. Establishment of ESG Committee Regulations
Agenda No. 3. Approval on Year 2021 Q3 self-dealing transactions by Directors, etc
Agenda No. 4. Change in approved transaction amounts concerning the transactions with Person with Special Interest
Report) Yearly Operation Plan for Year 2021 Internal Accounting Management System
Report) Approval on Year 2021 Q3 large scale internal transactions
Report) Approval on Year 2021 Q3 transaction limit concerning transactions with Hanwha Group’s affiliates in financial sector
8 2021.07.07 Agenda No. 1. Revision of Director's Renumeration Regulations 7/7
(3 Internal
/4 Outside)
Report) Defense Costing Internal Control Operation Status
Report) Disclosure of Year 2021 Q2 Performance
9 2021.08.12 1. Investment in overseas company's shares 7/7
(3 Internal
/4 Outside)
2. Decision on Acquisition of Convertible Note Related to Stocks in Overair, Inc
3. 2021 Q3, changes to approved self-dealing transactions by Directors, etc.
Report) Year 2021 Q2 Financial Statements
10 2021.09.01 1. Appointment of new representative director(CEO) 7/7
(3 Internal
/4 Outside)
11 2021.09.15 Agenda No. 1. Signing of MOU for asset transactions with affiliated companies 7/7
(3 Internal
/4 Outside)
Agenda No. 2. Approval on Year 2021 Q4 self-dealing transactions by Directors, etc. Report : Progress Status of TechFin business
Report) Progress Status of TechFin business
Report) Signing of joint venture contract
Report) Approval on Year 2021 Q4 large scale internal transactions
Report) Approval on Year 2021 Q4 transaction limit concerning transactions with Hanwha Group affiliates in financial sector
12 2021.10.13 Agenda No. 1 :  Investment in other company's shares acquisition 7/7
(3 Internal
/3 Outside)
Report) Year 2021 Q3 performance disclosure results
13 2021.11.9 Agenda No. 1 : Incorporation of overseas subsidiary 7/7
(3 Internal
/3 Outside)
Report) Year 2021 Q3 Financial Statements(Provisionary)
14 2021.12.23 Agenda No. 1: Approval on Year 2022 Q1 self-dealing transactions by Directors, etc. 7/7
(3 Internal
/4 Outside)
Agenda No. 2: Approval on transactions with Related Parties for Year 2022
Agenda No. 3: Extension of Loan Maturity for Year 2022 and Entrusting of New Loan
Report) Result of Year 2021 Compliance Control
Report) Changes of large-scale internal transaction(goods and services) amounts in Q4 of 2021
Report) Approval on Year 2021 Q4 large-scale internal transactions(goods and services)
Report) Approval on Year 2022 Q1 large-scale internal transactions(goods and services)
Report) Approval of brand license in 2021
Report) Approval on Year 2022 Q1 transaction limit concerning transactions with Hanwha Group’s affiliates in financial sector
Report) Approval of insurance transactions with Related Parties

2020

Board of Directors Operation Status(2020)
N Meeting
Date		 Agenda Atten-
dance
(Internal/
Outside)
1 2020.
01.21		 1) 2020 Q1, changes to the amounts of self-dealing transctions by Directors, etc. 7/7
(3 Internal
/4 Outside)
2) Revision of internal accounting management regulations
Report) Operation Result of Year 2019 Internal Accounting Management System
2 2020.
02.19		 1) Introduction of RSU(Restricted Stock Units) system 7/7
(3 Internal
/4 Outside)
2) Approval on the scope of RSU recepients and RSU amounts
3) Revision of Directors' compensation regulations
4) Introduction of electronic voting system
5) Approval of the 20th term(year 2019) financial statements
6) Resolution of convening the 20th General Stockholders' Meeting
6-1. Approvsal of the 20th term (year 2019) financial statements
6-2. Partly revision of Articles of Incorporation
6-3. Appointment of Executive Director Kyung Han Kim
6-4. Appointment of Executive Director Sung Chul Eoh
6-5. Approval of Directors' compensation limits
6-6. Revision of Directors' severance payment regulations
3 2020.
03.23		 1) 2020 Q1, changes to approved amounts for large scale internal transaction 7/7
(3 Internal
/4 Outside)
2) 2020 Q2, approval for large scale internal transaction
3) 2020 Q1, changes to approved amounts for self-dealing transactions by Directors, etc.
4) 2020 Q2, approval for self-dealing transactions by Directors, etc.
5) Year 2020, changes to approved transaction amounts with special interest persons
6) Entrusting of new loans decision to CEO (Rejected)
7) Appointment of committee members to recommend outside director candidates
8) Stock buy back
Report) Year 2020 Corporate Ethics Pledge to be signed
4 2020.
05.11		 1) Entrusting of new loans decision to CEO 7/7
(3 Internal
/4 Outside)
2) 2020 Q2 Changes to approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q1 Financial Statements(Provisionary)
Report) Disclosure of Year 2020 Q1 Performance
5 2020.
06.02		 1) Incorporation of overseas subsidiary and investment 7/7
(3 Internal
/4 Outside)
6 2020.06.30 1) 2020 Q2, changes to approved amounts for self-dealing transactions by Directors, etc. 7/7
(3 Internal
/4 Outside)
2) 2020 Q3, approval for self-dealing transactions by Directors, etc.
3) Year 2020, changes to approved transaction amounts with special interest persons
Report) 2020 Q3, approval for large scale internal transaction
7 2020.08.10 1) Relocation of branch 7/7
(3 Internal
/4 Outside)
2) Year 2020 Q3, changes to approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q2, diclosed results
8 2020.09.24 1) Year 2020 Q3, changes to approved amounts for self-dealing transactions by Directors, etc. 7/7
(3 Internal
/4 Outside)
2) Year 2020 Q4, appoval for self-dealing transactions by Directors, etc.
3) Liquidation of logistics corporation in Japan
Report) Year 2020 Q4, large amount, internal transcations
9 2020.10.23 1) Plan to secure a foothold to advance into the global market 7/7
(3 Internal
/4 Outside)
2) Year 2020 Q4, chagned on approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q3, disclosure results
10 2020.11.10 1) Year 2020 Q4, changed to approved amounts for self-dealing transactions by Directors, etc. 7/7
(3 Internal
/4 Outside)
Report) Year 2020 Q3 Financial Statements(Provisional)
Report) Progress on internal accounting management system enhancement
11 2020.12.23 1) Investment in overseas company's shares 7/7
(3 Internal
/4 Outside)
2) Acquisition of treasury shares
3) Revision of Director's Remuneration Regulations
4) Revision of Outside Director Appointment Regulations
5) Change in approved amounts for self dealings by Directors, etc., for Year 2020 Q4
6) Approval of self-dealings by Directors, etc., for Year 2021 Q1
7) Approval of transactions with Affiliated Persons in Year 2021
8) Extension of Loan Maturity for Year 2021 and Entrusting of New Loan
Report) Result of Year 2020 Compliance Control
Report) Year 2021 Q1 Large-scale Internal Transaction

2019

Board of Directors Operation Status(2019)
N Meeting
Date		 Agenda Atten-
dance
(Internal/
Outside)
1 2019.
01.18		 1) Incorporation in Vietnam 6/6
(6Internal)
2 2019.
03.04		 1) annual meeting of shareholders 6/6
(6Internal)
2) Approval of 19th term financial statements and BR.
3) Resolution on regular dividend
4) Revision of internal accounting rules
5) Reappointment of the representative director
3 2019.
03.28		 1) 2019 Q1, changes to approved self-dealing transactions by Directors, etc. 6/6
(6Internal)
2) 2019 Q2, self-dealing transactions by Directors, etc.
3) 2019 Q1, disclosure of change in large scale internal transactions
4) 2019 Q2, disclosure of large scale internal transactions(scheduled)
4 2019.
05.21		 1) general meeting of stockholders 6/6
(6Internal)
2) Approval of stock split
3) Approval of proposed amendment to the Company’s Articles of Incorporation
5 2019.
06.12		 1) Amendment to Board of Directors Regulation 7/7
(3 Internal
/4 Outside)
2) Revision of Director’s remuneration regulation
3) Appoint of Compliance Officer
4) Set-up of Audit Committee
5) Set-up of Outside Director Candidate
6) Set-up of Internal Transaction Committee
6 2019.
06.26		 1) Issuance of corporate bond 7/6
(3 Internal
/3 Outside)
2) Disclosure of large scale internal transactions in the 3rd quarter of 2019
3) Approval of self-dealing by Directors, etc. in 3rd quarter of 2019
4) Approval of Audit Committee Regulation
5) Approval of Outside Director Candidate
6) Approval of Internal Transaction Committee Regulations
7 2019.
07.11		 1) Approval of new stock investment 7/7
(3 Internal
/4Outside)
8 2019.
07.17		 1) Approval on the Company’s stock listing in Korea Stock Exchange’s securities market 7/7
(3 Internal
/4 Outside)
2) Set-up of transfer agent
9 2019.
09.23		 1) General stock holders’ meeting 7/7
(3 Internal
/4 Outside)
10 2019.
09.23		 1) Appointment of new representative director 7/7
(3 Internal
/4 Outside)
2) Approval for the change in the member for Outside Director Candidate
11 2019.
09.25		 1) Disclosure of large scale internal transaction in the 4th quarter of 2019 7/7
(3 Internal
/4 Outside)
2) Approval of self-dealing by Directors, etc.
3) Establishment of Compliance Control Standards
4) Issuance of new stocks for initial public offering at securities market
5) Approval on internal transactions with affiliated persons
Report) Submission of Form of Commitment to Ethical Business Conduct to DAPA(Defense Acquisition & Procurement Agency)
12 2019.
10.01		 1) Revocation of BOD Resolution made on Sep. 25 2019 7/7
(3 Internal
/4 Outside)
2) Issuance of new stocks for initial public offering at securities market
3) Approval on internal transactions with affiliated persons
4) Approval of Hanwha S&C's Carve-out financial statement(2016~2018) for Offering Circular
13 2019.
11.18		 1) Opening of the US branch office 7/7
(3 Internal
/4 Outside)
2) Revision of Directors' compenstation regulations
14 2019.
12.19		 1) 2019 Q4, changes to approved amounts for self-dealing transactions by Directors, etc. 7/7
(3 Internal
/4 Outside)
2) 2020 Q1, self-dealing transactions by Directors, etc.
3) 2019 Q4, changes to approved amounts for large scale internal transaction
4) 2020 Q1, disclosure of large scale internal transactions(scheduled)
5) Year 2019 & 2020, approval for transactions with special interest persons
6) Year 2020, resolution of loan maturity extension and entrusting of new loans