ESG
Committees
-
ESG Committee
The ESG Committee reviews and analyzes
strategies and major matters concerning the Environment
Social values and Corporate Governance- Independent Director
-
Kim Seon Hee(chair), Yeom Jae Ho, Kim Byoung Ho,
Lee Chan Keun, Pak Hyun Ju - Inside Director
- Lee Sung Hyung
-
Nomination and Compensation
CommitteeThe Nomination and Compensation Committee recommends
independent director candidates for consideration the Annual
General Meeting evaluates the performance of the CEO
(except when the CEO is a member of the Nomination and
Compensation Committee) to decide on his/her reappointment,
and deliberates on the appropriateness of compensation for
inside directors.- Independent Director
- Lee Chan Keun (chair), Kim Seon Hee
- Inside Director
- Chey Tae won
-
Audit Committee
The Audit Committee audits the Company’s accounting and
operations and handles matters entrusted by the Board pursuant
to relevant laws, the Articles of Incorporation,
and the Regulations of the Board of Directors.- Independent Director
- Kim Byoung Ho(chair), Lee Chan Keun, Pak Hyun Ju
-
Governance Committee
The Governance Committee identifies and reviews diverse issues
related to enhancing corporate governance to reinforce the
soundness and transparency of corporate governance.- Independent Director
-
Pak Hyun Ju (chair), Yeom Jae Ho, Kim Byoung Ho,
Lee Chan Keun, Kim Seon Hee
ESG Committee
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Acquisition of Shares of Company V | Preliminary Review | 5/6 | |
Evaluation of 2022 SK Inc.'s Self-Investment Protfolio | Preliminary Review | ||
2023 ESG Activity Plan and Progress Report | Preliminary Review | ||
KPI Process Update | Reported | ||
Change SK Brand Usage Royalty Fee | Preliminary Review | 6/6 | |
Donation to Center for Social value Enhancement Studies | Preliminary Review | 6/6 | |
Support for Busan's Bid to Host the 2023 World Expo | Preliminary Review | ||
2023 SK Inc.'s Management Plan and KPI | Preliminary Review | 5/6 | |
Retirement of Treasury Stocks | Preliminary Review | ||
Disposal of Treasury Shares for Stock Grant | Preliminary Review | ||
Use of Treasury Stocks to Pay 2022 Bonuses | Preliminary Review | 6/6 | |
Establishment of Overseas Subsidiary and Participation in Paid-in Capital Increase of such Overseas Subsidiary | Preliminary Review | ||
Investment of E-Micromobility | Reported | ||
Use of Treasury Stocks for Stock Grant | Preliminary Review | 5/6 | |
Transaction between SK Inc. and its Directors, etc. | Preliminary Review | 6/6 | |
Authorization of 2023 Long Term Debt Procurement | Preliminary Review | ||
Trends in the Financial Market and Risk Assessment of Members' Finances | Reported | ||
Update on the 2022 SK Inc KPI Results | Reported |
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
2023 Total Transaction Amount with Major Affiliates | Preliminary Review | 6/6 | |
Result of SK Inc.'s Management Plan for Year 2022 (including KPI) | Reported | 6/6 | |
Inspection of SK Inc.'s Investment Portfolios' Performance Results | Reported | ||
Integrated Management of Portfolio ESG | Reported | ||
Approval of Amendment to the Total Return Swap Agreement | Preliminary Review | 5/6 | |
Issuance of Long-Term Commercial Paper | Preliminary Review | ||
Provision of Support for Busan's Bid to Host the World Expo 2030 | Preliminary Review | ||
Merger of Investment Vehicles in the U.S. | Preliminary Review | 6/6 | |
Execution of Trust Agreement for the Acquisition of Treasury Shares | Preliminary Review | 6/6 | |
Payment of Interim Dividend | Preliminary Review | 6/6 | |
Approval of Amendment to the Total Return Swap Agreement | Reported | ||
Subion of Company M's Convertible Loan Note | Reported | ||
Participation in Paid-in Capital Increase of a Subsidairy | Preliminary Review | 6/6 | |
Establishment of Overseas Subsidiary and Participation in Paid-in Capital Increase of such Overseas Subsidiary | Preliminary Review | 5/6 | |
Amendment to the Sublease Agreement with SK Innovation Co., Ltd. | Preliminary Review | ||
Donation to Center for Social value Enhancement Studies | Preliminary Review | ||
Risk Management Plan | Reported | ||
Equity Investment in Company Y | Preliminary Review | 6/6 | |
Social Value Creation for the Year of 2021 | Discussion | ||
Use of Treasury Shares for Stock Grant | Preliminary Review | 6/6 | |
SK Inc.'s Management Plan for Year 2022 (including KPI) | Preliminary Review | ||
Participation in Paid-in Capital Increase of Overseas Affiliate | Preliminary Review | ||
Amendment to the Total Return Swap Agreement | Preliminary Review | ||
Report on Operational Plan for General Shareholders Meeting for FY 2021 | Discussion | ||
Use of Treasury Shares for Stock Grant | Preliminary Review | 6/6 | |
Participation in Paid-in Capital Increase of Overseas Affiliate | Preliminary Review | ||
Delegation of 2022 Company Bonds Issuance | Preliminary Review | 6/6 | |
Approval of extension of the maturity date of loans made to overseas affiliates | Preliminary Review | ||
Approval of amendment to the letter of intent and addendum to an agreeement between SK Inc. and SUPEX Council with respect to the ution of their mutual cooperation plan | Preliminary Review | ||
Report on the dividend policy of the subsidiaries | Reported |
Audit Committee
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Results of 2023 1Q Fiscal Year | Reported | 3/3 | |
First Half of 2023 SK Inc. and its Major Subsidiaries' Business Performance | Reported | ||
Assessment Plan for the 2023 Operation of Internal Accounting Management System | Reported | ||
Work Plan for the Evaluation of Subsidiaries' Management | Reported | ||
Approval of Large-Scale Internal Transaction Related to 2023 Supex Council's Settlement of Operating Expenses | Approved | 3/3 | |
Status Report and Management Policy of KPMG's Non-Audit Work Opportunities in Accordance with the International Ethics Standards | Reported | ||
Key Audit Findings of Second Half of 2022 | Reported | ||
Appointment of the Audit Committee Chairperson | Approved | 3/3 | |
Plan for Conducting Regular Diagnosis | Reported | ||
Confirmation of 32nd General Shareholders Meeting Proposed Resolutions and Opinion on Document Investigation | Approved | 3/3 | |
Confirmation of Audit Report | Approved | ||
2023 2Q Transaction Size of Goods and Services | Approved | ||
Assessment of 2022 External Auditor Services | Reported | ||
Outcome of the Pre-Certification of the Internal Accounting Control System | Reported | ||
Confirmation of 2022 Assessment of Internal Monitor Operation Status | Approved | 3/3 | |
Confirmation of 2022 Assessment of Operation of Internal Accounting Management System | Approved | ||
External Auditor's Report on 2022 Financial Statements and Internal Accounting Management System | Reported | ||
Analysis of 2022 Major Subsidiaries' Management Results | Reported | ||
2022 Final Financial Results | Reported | ||
Key Audit Findings from the Second Half of YR2022 | Reported | 3/3 | |
Status of 2022 Internal Accounting Management System | Reported | 3/3 | |
Report of Internal Audit Team | Reported | ||
Result of the Ethical Misconduct Reporting Channel for the Second Half of 2022 | Reported | ||
FY2023 Compensation of External Auditor etc. | Approved | 3/3 | |
Plan for Conducting Regular Diagnosis for SHE | Reported |
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Approval of 2022 1Q Transaction Size for Goods and Services with Affiliatesa | Approved | 3/3 | |
Report on the Status of External Auditor Designation | Reported | 3/3 | |
Report on the Results of 2022 3Q Fiscal Year | Reported | 3/3 | |
Report on 2022 3Q SK Inc and Its Major Subsidiaries' Management Results | Reported | ||
Report on the 2022 Result of Code of Ethics Practice Survey | Reported | ||
Report on the 2022 Inspection Results of the Risk Prevention System | Reported | ||
Result of 2022 Ethical Management Seminar for Leaders of SK Inc.'s Subsidiaries | Reported | ||
Report on Status of External Auditor Designation | Reported | 3/3 | |
Outcome of Procurement Audit | Reported | ||
Outcome of Post Implementation Audit | Reported | ||
Detailed Guidelines on the Survey to Assess the Effectiveness of Internal Audit | Reported | ||
Approval of 2022 4Q Transaction of Goods and Services with Affiliate(s) | Approved | 3/3 | |
Review of Independence of External Auditor's Non-Audit Services | Reported | 3/3 | |
Results of FY2022 First Half Account Review | Reported | 3/3 | |
Report on 2022 First Half SK Inc. and Major Subsidiaries' Management Results | Reported | ||
Report on the Key Findings of 2022 First Half Audit | Reported | ||
Report on 2022 Second Half Work Plan for the Management Evaluation | Reported | ||
Report on the Key Findings of 2022 First Half Audit | Reported | 3/3 | |
Approval of 2022 3Q Transaction of Goods and Services with Overseas Affiliate | Approved | 3/3 | |
Amendment to a Lease Agreement with Affiliate | Approved | ||
Report on SK Inc.'s Internal Auditor on the Status of its Activities and Plan | Reported | ||
Report on Ethical Misconducts in SK Inc. | Reported | ||
Results of FY2022 1Q Account Review | Reported | 3/3 | |
Report on 2022 1Q SK Inc. and Major Subsidiaries' Management Results | Reported | ||
Report on 2022 Operation of Internal Accounting Management System | Reported | ||
Approval of Large-Scale Internal Transaction Related to Supex Council's Settlement of Operating Expense in 2022 | Approved | 3/3 | |
Appointment of the Audit Committee Chairperson | Approved | 3/3 | |
Confirmation of 31th General Shareholders Meeting Proposed Resolutions and Opinion on Document Investigation | Approved | 3/3 | |
Confirmation of Audit Report | Approved | ||
Approval of 2022 2Q Transaction of Goods and Services with Affiliate | Approved | ||
Assessment of External Auditor's Services for FY2021 | Reported | ||
2021 Final Financial Results | Reported | 3/3 | |
Analysis of 2021 Major Subsidiaries' Management Results | Reported | ||
External Auditor's Report on 2021 Financial Statements and Internal Accounting Management System | Reported | ||
Confirmation of 2021 Assessment of Operation of Internal Accounting Management System | Approved | ||
Confirmation of 2021 Assessment of Internal Monitor Operation Status | Approved | ||
Work Plan for the Evaluation of Subsidiaries' Management | Reported | ||
Report on 2021 Operation of Internal Accounting Management System | Reported | 3/3 | |
Report of Internal Auditor | Reported | ||
Approval of Renewal of SK Brand License Agreement | Approved | 3/3 | |
Report on the outcome of the inspection of SK Inc.'s risk prevention system in 2021 | Reported | ||
Follow-up report on Audit Committee meetings | Reported |
Governance Committee
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Submission for Resolution by the General Shareholders Meeting of Amendment to the Articles of Incorporation | Preliminary Review | 5/5 |
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Amendment of Regulations of the Board of Directors | Preliminary Review | 5/5 | |
Amendment of Regulations of the Board of Directors and Committees | Preliminary Review | 5/5 | |
Discussion re measures to improve the performance evaluation of the Board of Directors | Discussion | 5/5 | |
Review of implementation of the Board Skills Matrix | Preliminary Review | 5/5 |
Nomination And Compensation Committee
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
Submission for Resolution by the General Shareholders Meeting of Grant of Call Option | Reviewed | 3/3 | |
Recommendation of 2023 Independent Director Candidates and Audit Committee Candidates | Approved | 3/3 | |
CEO Candidate Pool | Reviewed | ||
SK Inc's Inside Directors' 2023 Compensation Package (draft) | Reviewed | ||
2023 Independent Director Candidates and Audit Committee Candidates | Reviewed | 3/3 |
Date | Agenda | Results of Deliberation |
Attendance of Independent Directors |
---|---|---|---|
CEO Evaluations and Review Whether Each CEO is to Remain in Office | Reviewed | 3/3 | |
SK Inc.'s New CEO Candidate Pool | Reviewed | 3/3 | |
Review of SK Inc.'s New CEO Candidates | Review | 3/3 | |
Recommendation of Independent Director Candidate | - | 3/3 | |
Recommendation of Independent Director Candidate | Approved | ||
Recommendation of Independent Director Candidate as Audit Committee Member | Approved | ||
2022 Review of Independent Director Candidate and Independent Director Candidate as Audit Committee Member | Review | 3/3 | |
Review of the compensation to SK Inc's Inside Directors for the year of 2022 | Review | 3/3 |
Differences from Corporate Governance Cod
Best Practice Recommendations | Adopted by SK Inc. (Y/N) |
Remarks |
---|---|---|
Development of a Code of Conduct and Ethics | ○ | Developed on November 1, 2002 |
Composition of Board of Directors (majority-independent board of directors) | ○ | As of 2022, 5 out of 9 are independent directors (56%) |
Regular Board Meeting | ○ | Regular meetings of the Board of Directors are held once every month in principle |
Cumulative Voting | X | - |
Exercise of Voting Rights in Writing | X | - |
Provision of Explanatory Notes and Agenda prior to the Board Meeting | ○ | Explanatory notes and meeting agenda are provided to each director at least 7 days prior to the Board Meeting |
Public Disclosure of Detailed Activities of the Board, Board Attendance and Vote Position on Key Agenda (YEAs, NAYs) | ○ | Public disclosure of annual report |
Regulations on the Operation of the Board Committee | ○ | Introduced regulations of the board of directors and supplementary rules on the operation of the board of directors |
Independent Directors’ Independence | ○ | Organized the Nomination and Compensation Committee (inclusive of the function of the committee for recommending potential candidates for independent directors) |
Special Committees of the Board of Directors | ○ | Audit Committee, Nomination and Compensation Committee (inclusive of the function of the committee for recommending potential candidates for independent directors), Governance Committee, ESG Committee |
Directors and Officers Liability Insurance (insured at SK Inc.’s cost) | ○ | Currently maintaining directors and officers liability insurance |
Audit Committee Composition (all independent directors) | ○ | Consist of three members of the Board (all members are independent directors and at least one member is a financial expert) |
Certifying the Accuracy of the Annual Report, etc. | ○ | Certified by the CEO and the responsible officer |
Explaining the differences from Corporate Governance Code | ○ | Posted on SK Inc.’s website |
Information about External Auditor
- External Auditor
- Samjong KPMG
- Contract Period
- January 1, 2023 ~ December 31, 2025
- Audit Opinion
- Unqualified Opinion (FY 2022)