• Outside directors elected to head up four committees by Board of Directors … Operation of BOD centered around outside directors

• Has launched outside director-only Insider Trading Committee for _ string_ent deliberation of inside trading, with specially related people and their investment

SKC (President Lee Wan-jae) intends to encourage more participation of outside directors in the BOD’s activities, in a bid to enhance the transparency of the company’s governance structure, and make firm the groundwork of sustainable management. As part of this intention, the company will fill the positions of the chairs of all BOD committees with outside directors and launch the Insider Trading Committee, which is participated in only by outside directors to look into insider trading more _ string_ently.

On March 15, SKC submitted a report on the plan for the innovation of the company’s governance structure with such content. Then, the company will announce its Governance Structure and Charter approved by the periodic General Meeting of Shareholders and the BOD on March 30. Follow-up steps will then be taken, such as the launch of new committees.

SKC will first launch three BOD committees. The outside director-only Insider Trading Committee will _ string_ently deliberate matters, like the company’s transactions, with specially related people, including controlling shareholders and their investment in the company. The committee will check the transactions with them and present its opinions.  

The Personnel Committee will assume the role of recommending outside director candidates, which used to be handled by the Outside Director Candidates Recommendation Committee, and carry out the task of checking inside directors. For this, the committee will be given the right for the _ eval_uation of/compensation for inside directors, including the CEO, and for recommendation of the CEO. The committee will be headed up by an outside director for its independence.

The ESG Committee will deliberate the following in advance: the Company’s mid/long-term strategy, the strategy for ESG promotion, large-scale investment projects, the annual management plan, etc. The committee will review the direction of the Company’s ESG management and will periodically monitor how the relevant matters are executed. It will also be headed up by an outside director.

The existing Audit Committee, which will also be only composed of outside directors, will carry out the function of integrated supervision of risk management, in addition to accounting audits, to enhance the company’s transparency in management and be well ready for crises. It will have the rights for non-financial audits, like compliance-related audits, the election of outside auditors, and consent to the election/dismissal of inside directors.

Moreover, SKC will step up its efforts to enhance the BOD’s expertise and diversity. This year, the company will elect female outside directors who specialize in environment and laws. Next year, the company will increase global ESG experts and the like.

Commenting on the company’s plan, an SKC official said, “We have strived to enhance the BOD’s transparency and independence, including the separation between the President and the BOD Chair and expansion of items that should obtain the BOD’s approval over the past few years. We will make this year the first year of ESG management and strive to make our governance structure one that compares favorably with relevant global standards, and which firmly lays the groundwork for sustainable growth.”