Board of Directors
BEST TECHNOLOGY,
BETTER FUTURE
- Gorvernance
- Board of Directors
Strategy
LX Semicon’s board of directors (BOD) deliberates and makes crucial decisions on company management capitalizing on their diverse experiences and expertise. To ensure transparency and proper decision-making, more than half of the board members are independent directors. The candidates who meet the qualifications for independent directors as well as who have expertise and responsibility are selected, and we appoint directors at the general shareholders’ meeting.
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- Those who are engaged in company business, large shareholders of the company, those who have a significant interest in the company, employees who have served within the last two years are restricted from independent director activities.
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- All directors are appointed through a resolution at the general shareholders’ meeting.
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- Independent director candidates are selected after considering expertise and relevant experience in areas, such as management, economy, accounting, law, technology, and sustainable management.
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- When selecting a candidate, there is no restrictions on religion, race, gender, country or region of origin, areas of expertise, and others.
LX Semicon has the BOD composed of six members; two executive directors, three independent directors, and one other non-executive director. The BOD members are selected based on their independence, diversity, and expertise. We respect and value the different gender, race, religion, and political or other cultural backgrounds of its directors and does not engage in any discrimination. The BOD discusses and decides on issues that are required by laws or the articles of incorporation, issues that are delegated from the general shareholders’ meeting, fundamental policies of corporate governance and significant issues concerning business performance. The CEO is responsible for matters concerning business performance that are not specified as issues for deliberation in the BOD regulations while overseeing the directors’ fulfillment of their duties.
| Name | Role | Major career | Term of office | Affiliation committee |
|---|---|---|---|---|
| Bo-ik Sohn | CEO / Chairman of the Board / ESG Committee Member |
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3 years (one consecutive term) 2020. 3. 26~2023. 3. 25 |
Finance committee ESG Committee |
| Hun Kim | Inside Director / CFO / Internal Accounting Manager |
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3 years (new appointment) 2023. 3. 23~2026. 3. 22 |
Finance committee |
| Jin-seo Roh | Other non-executive Director |
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3 years 2021. 3. 18~2024. 3. 17 |
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| Kyeong-woo Wee | Independent Director / Audit Committee Chairman / ESG Committee Chairman |
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3 years (one consecutive term) 2022. 3. 22~2025. 3. 21 Audit Committee |
Audit committee ESG committee |
| Sung-ook Jung | Independent Director / Audit Committee Member / ESG Committee Member |
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3 years (new appointment) 2023. 3. 23~2026. 3. 22 |
Audit committee ESG committee |
| Young-soo Shin | Independent Director / Audit Committee Member / ESG Committee Member |
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3 years (one consecutive term) 2021. 3. 18~2024. 3. 17 |
Audit Committee ESG Committee |
| Bo-ik Sohn | Hun Kim | Kyeong-woo Wee | Sung-ook Jung | Young-soo Shin | Jin-seo Roh | |
|---|---|---|---|---|---|---|
| Category | Executive director | Executive director | Independent director | Independent director | Independent director | Other non-executive director |
| Related industry experience | ● | ● | ● | |||
| Management | ● | ● | ||||
| Finance/Risk | ● | |||||
| Accounting | ● | ● | ||||
| ESG | ● |
Assessment
LX Semicon carries out self-evaluation to enhance the accountability and transparency of the BOD. The performance evaluation of the board is based on a comprehensive assessment of the attendance rate, contribution, independence, and expertise. We also receive a governance evaluation from the Korea Institute of Corporate Governance and Sustainability (KCGS), an external organization, and the evaluation results are presented to the BOD.
Performance
The board of directors is required to convene regular board meetings at least once every quarter. The BOD discussed and decided on a total of 11 agenda items for reporting and 22 agenda items for approval concerning the overall management of LX Semicon, including the 2022 business plan, financial performance, committee establishment, insider trading, and ESG. The majority of the board members attended the board meeting held in 2022 (total attendance rate of 98%) to make crucial and strategic decisions for the company, fulfilling their obligations and duties.
| Category | Unit | 2020 | 2021 | 2022 | |
|---|---|---|---|---|---|
| No. of board meetings held | Times | 7 | 7 | 10 | |
| BOD agenda deliberation | Approved | Cases | 12 | 21 | 22 |
| Reported | 8 | 7 | 11 | ||
| BOD participation rate | Executive | % | 100 | 100 | 100 |
| Independent | 100 | 100 | 96 | ||
| Other non-executive | 50 | 100 | 100 | ||
| Total | 89 | 100 | 98 | ||
We specified ‘approval of transactions between directors and the company’ as a resolution of the BOD in Article 11 of the BOD regulations. Directors who have a vested interest in the decisions of the BOD are not allowed to exercise their voting rights, which enhances the oversight of insider trading and self-dealing.
Our Legal Team supports the operation of the BOD and the performance of duties of independent directors.
| Department | No. of personnel | Position | Major activities |
|---|---|---|---|
| Legal Team | 4 | 3 managers, 1 senior assistant | Provide advance explanation of board agenda items for independent directors Assist with items necessary for the performance of independent directors Conduct workshops and seminar training for independent directors |
Executive directors’ compensation comprises salaries and bonuses. Bonuses are granted in accordance with executive compensation regulations approved by the board of directors, taking into account quantitative indicators (sales, operating profit, etc.) and qualitative indicators (contribution level, role and responsibility level). The ceiling on compensation for registered directors, including executive directors, is determined at the general shareholders’ meeting.
To enhance the expertise of the board of directors for discussion and decision, four training sessions and workshops were conducted in 2022 on topics such as the operation of internal audit and internal accounting management system, the role of the Audit Committee, compliance control, and the responsibilities of independent directors. Furthermore, in case of management risks, we subscribe to and manage ‘executive liability insurance’ to safeguard shareholder rights and interests. In the articles of association of the BOD, the scope of exemption was established by including the clause of ‘exemption of directors’ liability to the company.’
| Committee name | Composition | Director's name | Installation purpose and authority |
|---|---|---|---|
| Audit committee | 3 independent directors | Kyeong-woo Wee (Chairman), Young-soo Shin, Sung-ook Jung |
1. Purpose of installation Performance of internal monitoring function for management and promotion of transparency of accounting information 2. Authority Supervision, including investigation of the company's business and property status, and demand for business reports to management |
| Finance committee | 2 inside directors | Bo-ik Sohn (Chairperson), Hun Kim |
1. Purpose of installation Improvement of management efficiency through prompt decision-making on matters entrusted by the board of directors, matters requiring prior review for discussion by the board of directors, and other daily financial matters 2. Authority Deliberation and resolution of matters entrusted to the Finance Committee by the Board of Directors and other daily management matters |
| ESG Committee |
1 inside director, 3 independent directors | Bo-ik Sohn , Kyeong-woo Wee (Chairperson), Young-soo Shin , Sung-ook Jung |
1. Purpose of installation Realization of sustainable growth by realizing ESG management for the environment, society, and governance and strengthening the company's internal control on internal transactions 2. Authority Deliberation, resolution and supervision of overall internal transactions, including ESG management and transactions between affiliates |