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Board of directors

S-1’s Board of Directors decides important matters stipulated in its bylaws and Articles of Incorporation, matters which the general meeting of shareholders entrusted to the BOD, the basic management policies, and important matters concerning execution of business. The BOD will do its best for the interests of the company and shareholders.

Board of Directors

As of March 18, 2021, and the date on which the semi-annual report was submitted, the Board of Directors comprised a total of 8 directors (4 executive directors, 2 independent directors and 2 Non-independent Non-executive directors). The president and CEO is also serving as the chairman of the Board of Directors for the sake of efficiency.

<As of March 18, 2021>
Board of Directors
Classification Name Term of office Reappointed Y/N
Executive Director and Chairman
(President & CEO)
Roh Hee-chan 2020.03.19~ -
Executive Director
(Vice-president)
Moriya Kiyoshi 2020.03.24~ -
Executive Director Kwon Young-gi 2020.03.19~ -
Executive Director Park Joon-sung 2017.03.24~ Reappointed (once)
Non-executive Director Kim Young-geol 2016.03.11~ Reappointed (once)
Non-executive Director Lee Jae-hoon 2021.03.18~ -
Non-independent Sato Sadahiro 2017.03.24~ Reappointed (once)
Non-independent Nakada Takashi 2019.03.21~ -

Election and Term

We are selecting director candidates through the Board of Directors, and appointing directors with the approval of the general meeting of shareholders.

Currently, S-1, a listed company capitalized at less than KRW 2 trillion, only considers candidates for non-executive positions who possess plenty of knowledge and experience in management and are not unqualified according to national laws, including the Commercial Act. The independent directors are appointed at the general meeting of shareholders on behalf of the independent director nominating committee.

Our Board of Directors is comprised of all the directors. The chairman of the Board of Directors will be appointed by a resolution, and the president and CEO will serve as its chairman.

The term of office of the directors and independent directors is three years. If the term of office expires before a general meeting of shareholders, it may be extended until the conclusion of the general meeting. Also, the term of office of a director, who was appointed in a by-election to fill a vacancy left by a director who retired before expiration of his/her term of office, will be until the end of the retired director’s term of office.

Type of Board meetings

The board meetings are divided into regular meetings held four times annually (January, April, July, October), and extraordinary meetings, which can be held whenever necessary in addition to those meetings prescribed in S-1’s Articles of Incorporation, Board of Directors regulations and bylaws.

Resolutions

The Board of Directors’ resolution requires the attendance of more than 2/3rds of all directors and a simple majority vote of all directors in favor. The voting rights of directors with special interests in the Board of Directors’ resolution will be restricted and are not included in the number of votes.

Board Activities

2021

Board Activities
Meeting No. Date Agenda Approved
1 2021.01.27 Approval of the financial statements (separate and consolidated) & the business report of the 44th period Approved
※ Reported Item
Compliance education, inspection, and evaluation activities
-
2 2021.02.24 Holding of the 44th general meeting of shareholders Approved
Introduction of electronic voting system Approved
Plans for Health and Safety Management in 2021 Approved
※ Reported Item
Operational status of the Internal Controls over Financial Reporting Operational status evaluation of the Internal Controls over Financial Reporting
-
3 2021.03.18 Determination of the remuneration for directors and delegation of execution Approved
Appointment of committee members within the Board of Directors Approved

2020

Board Activities
Meeting No. Date Agenda Approved
1 2020.01.31 Approval of the annual business report of the 43rd period Approved
Approval of the financial statements (separate and consolidated) of the 43rd period Approved
Approval of changing commodity and service transactions with affiliate company Approved
Approval of revising Compensation Committee regulations Approved
Approval of liquidation of overseas subsidiaries Approved
※ Reported Item
CEO and internal accounting controller’s internal accounting control system operating status Compliance education, inspection, and evaluation activities
-
2 2020.02.17 Holding of the 43rd general meeting of shareholders Approved
※ Reported Item
Auditors’ evaluation report
-
3 2020.02.27 Changing the venue of the 43rd regular general meeting of shareholders Approved
4 2020.03.19 Appointment of the chairman of the Board of Directors Approved
Appointment of the CEO Approved
Determination of the remuneration for individual directors and delegation of execution Approved
Revision of the Management Committee regulations Approved
Appointment of committee members within the Board of Directors Approved
5 2020.04.24 Revision of the Board of Directors regulations Approved
※ Reported Item
Business performance of the 1st quarter of 2020
-
6 2020.07.28 Approval of changing commodity and service transactions with affiliate company Approved
※ Reported Item
Compliance education and inspection activities Business performance of the first half of 2020
-
7 2020.10.12 Approval of insurance transactions with affiliate company Approved
8 2020.10.23 Approval of extenal donations Approved
Approval of changing commodity and service transactions with affiliate company Approved
Approval of commodity and service transactions with affiliate company Approved
Approval of retirement pension transactions with affiliate company Approved
※ Reported Item
Business performance of the 3rd quarter of 2020
-
9 2020.11.20 Approval of extenal donations Approved

2019

Board Activities
Meeting No. Date Agenda Approved
1 2019.01.28 Approval of the annual business report of the 42nd period Approved
Approval of the financial statements (separate and consolidated) of the 42nd period Approved
Revision of the internal accounting control regulations Approved
※ Reported Item
CEO and internal accounting controller’s internal accounting control system operating status Compliance education, inspection, and evaluation activities
-
2 2019.02.26 Holding of the 42nd general meeting of shareholders Approved
※ Reported Item
Auditors’ evaluation report
-
3 2019.03.21 Determination of the remuneration for individual directors Approved
Appointment of committee members within the Board of Directors Approved
4 2019.04.26 ※ Reported Item
Business performance of the 1st quarter of 2019
-
5 2019.07.30 ※ Reported Item
Compliance education and inspection activities Business performance of the first half of 2019
-
6 2019.10.25 Approval of commodity and service transactions with affiliate company Approved
Approval of retirement pension transactions with affiliate company Approved
Approval of real estate lease transactions with affiliate company Approved
Approval of installation of overseas branches Approved
※ Reported Item
Business performance of the 3rd quarter of 2019
-

2018

Board Activities
Meeting No. Date Agenda Approved
1 2018.01.25 Approval of the annual business report of the 41st period Approved
Approval of the financial statements (separate and consolidated) of the 41st period Approved
Installation of overseas branches Approved
※ Reported Item
Evaluation of the internal accounting controller’s operational status CP compliance education and internal supervision system operations
-
2 2018.02.22 Holding of the 41st general meeting of shareholders Approved
※ Reported Item
Auditors’ evaluation report
-
3 2018.03.21 Appointment of the chairman of the Board of Directors Approved
Appointment of the CEO Approved
Determination of the remuneration for individual directors Approved
Appointment of committee members within the Board of Directors Approved
4 2018.05.10 Approval of changing commodity and service transactions with affiliate company Approved
Appointment of compliance assistants Approved
※ Reported Item
Business performance of the 1st quarter of 2018
-
5 2018.07.26 Approval of changing commodity and service transactions with affiliate company Approved
Closing of overseas branches Approved
Relocation of overseas branches Approved
※ Reported Item
Compliance education, inspection, and evaluation activities Business performance of the first half of 2018
-
6 2018.08.29 Installation of overseas branches Approved
7 2018.10.30 Approval of retirement pension transactions with affiliate company Approved
Approval of commodity and service transactions with affiliate company Approved
※ Reported Item
Business performance of the 3rd quarter of 2018
-
8 2018.12.26 Approval of real estate lease transactions with affiliate company Approved

2017

Board Activities
Meeting No. Date Agenda Approved
1 2017.01.25 Approval of the annual business report of the 40th period Approved
Approval of the financial statements (separate and consolidated) of the 40th period Approved
Modification of the financial statements (separate and consolidated) of the 37th~39th periods Approved
※ Reported Item
Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities
-
2 2017.02.23 Holding of the 40th general meeting of shareholders Approved
※ Reported Item
Auditors’ evaluation report
-
3 2017.03.24 Appointment of the CEO Approved
Determination of the remuneration for individual directors Approved
Changing committee members within the Board of Directors Approved
Revision of the Board of Directors and Management Committee regulations Approved
4 2017.04.20 ※ Reported Item
Business performance of the 1st quarter of 2017
-
5 2017.07.28 Installation of overseas branches Approved
Closing of overseas branches Approved
Closing of overseas research centers Approved
Approval of retirement pension transactions with affiliate company Approved
Approval of investment transactions with affiliate company Approved
※ Reported Item
Compliance education and inspection activities Business performance of the first half of 2017
-
6 2017.10.26 Approval of changing commodity and service transactions with affiliate company Approved
Approval of commodity and service transactions with affiliate company Approved
Installation of overseas branches Approved
※ Reported Item
Business performance of the 3rd quarter of 2017
-
7 2017.12.27 Advance approval of the dividend policy of 2017 Approved

2016

Board Activities
Meeting No. Date Agenda Approved
1 2016.01.27 Approval of the annual business report of the 39th period Approved
Approval of the financial statements (separate and consolidated) of the 39th period Approved
※ Reported Item
Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities
-
2 2016.02.18 Holding of the 39th general meeting of shareholders Approved
Approval of changing commodity and service transactions with affiliate company Approved
※ Reported Item
Auditors’ evaluation report
-
3 2016.03.11 Revision of the Board of Directors regulations Approved
Appointment of the chairman of the Board of Directors Approved
Determination of the remuneration for individual directors Approved
Appointment of Related Party Transaction Committee members Approved
4 2016.04.28 Approval of changing commodity and service transactions with affiliate company Approved
※ Reported Item
Business performance of the 1st quarter of 2016
-
5 2016.07.21 Approval of changing commodity and service transactions with affiliate company Approved
Approval of installation of overseas branches Approved
※ Reported Item
Compliance education and inspection activities Business performance of the first half of 2016
-
6 2016.10.20 Approval of retirement pension transactions with affiliate company Approved
Approval of retirement pension transactions with affiliate company Approved
Approval of commodity and service transactions with affiliate company Approved
Approval of installation of overseas subsidiaries Approved
Technical support contract renewal Approved
※ Reported Item
Business performance of the 3rd quarter of 2016
-

2015

Board Activities
Meeting No. Date Agenda Approved
1 2015.01.26 Approval of the annual business report of the 38th period Approved
Approval of the financial statements (separate and consolidated) of the 38th period Approved
Technical support contract renewal Approved
※ Reported Item
Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities
-
2 2015.02.13 Holding of the 38th general meeting of shareholders Approved
※ Reported Item
Auditors’ evaluation report
-
3 2015.03.13 Appointment of the CEO Approved
Determination of the remuneration for individual directors Approved
Changing Management Committee members Approved
4 2015.04.23 Installation of the Related Party Transaction Committee and appointment of members Approved
※ Reported Item
Business performance of the 1st quarter of 2015
-
5 2015.07.23 Changing Anti-trust Compliance Officer and compliance assistants Approved
Approval of large-scale internal transactions with affiliate company Approved
※ Reported Item
Progress of operating the Anti-trust Compliance Program Business performance of the first half of 2015
-
6 2015.09.07 Approval of stock transactions with affiliate company Approved
7 2015.10.23 Approval of retirement pension transactions with affiliate company Approved
Approval of changing commodity and service transactions with affiliate company Approved
Approval of commodity and service transactions with affiliate company Approved
※ Reported Item
Business performance of the 3rd quarter of 2015
-
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