governance
Composition and Function of the Board of Directors
| Item | Name | Major career | Appointment date | Term of office |
|---|---|---|---|---|
| Executive director | Cho, Young Cheul | Current) President of HD HYUNDAI INFRACORE Co., Ltd. Current) Representative director and President of HD HYUNDAI XITESOLUTION Co., Ltd. |
2025. 3. 25 | 2 years |
| Executive director | Oh, Seung-hyun | Current) President of HD HYUNDAI INFRACORE Co., Ltd. Former) Vice president of HD HYUNDAI INFRACORE Co., Ltd. |
2024. 3. 25 | 2 years |
| Non-executive director | Sung, Yun-mo | Current) Distinguished Professor, Department of Industrial Security, Chung-Ang University Former) 4th Minister of Trade, Industry and Energy |
2024. 3. 25 | 3 years |
| Non-executive director | Jeon, Myung-ho | Current) Attorney, Kim & Chang Former) Judge, Nambu Branch of Seoul District Court |
2023. 3. 27 | 3 years |
| Non-executive director | Kang, Sun-min | Current) Professor, Business administration at Chung-Ang University Former) Chairperson, Korean Accounting Association (Private university accounting committee) |
2025. 3. 25 | 3 years |
Operation Status of the Board of Directors
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 9 | Approval of the new facility investment for the Gunsan plant |
2024. 12. 24 | 1 (2) | 3 (3) |
| 8 | Report on the HD Hyundai Infracore's value enhancement plan Report on the proposed change of the dividend record date Approval of 2025 management plan Approval of the delegation of authority to the CEO for bond issuance limit Approval of the record date for the 25th annual general meeting of shareholders Approval of partial revision of audit committee operating regulations Appointment of the compliance officer and chief compliance manager Approval of the transaction limits between directors and the company for routine transactions Approval of the transaction between directors and the company regarding asset transactions Approval of the execution of the joint research and development operation agreement Approval of transaction with the affiliate |
2024. 12. 13 | 2 (2) | 3 (3) |
| 7 | Business performance report for the third quarter of 2024 Approval of the change in transaction limits between directors and the company |
2024. 10. 28 | 2 (2) | 3 (3) |
| 6 | Approval of cancellation of treasury shares |
2024. 8. 13 | 2 (2) | 3 (3) |
| 5 | Business performance report for the first half of 2024 Report on the status of treasury stock acquisition |
2024. 7. 22 | 2 (2) | 3 (3) |
| 4 | Report on the 2023 board evaluation results Business performance report for the first quarter of 2024 Approval of transaction with the affiliated companies Approval of the establishment of a new subsidiary in Mexico Approval of payment guarantee for affiliated companies Approval of partial revision of the internal accounting control regulations |
2024. 4. 19 | 2 (2) | 3 (3) |
| 3 | Appointment of the CEO Appointment of internal transaction committee members Appointment of non-executive director candidate recommendation committee members Appointment of ESG committee members Appointment of compensation committee members |
2024. 3. 25 | 2 (2) | 3 (3) |
| 2 | Internal Accounting Management System Evaluation Report in 2023 2023 audit report Board evaluation criteria report Report on the autonomous compliance with compliance and fair trade in 2023 Approval of convening of the general meeting of stockholders for the 24th term and purpose of the meeting Approval of partial revision of the board of directors operating regulations Approval of partial revision of internal transactions committee operating regulations |
2024. 2. 22 | 2 (2) | 3 (3) |
| 1 | Reporting the operation status of the internal financial management in 2023 2023 Business performance report Approval of transaction with HD Hyundai XiteSolution Approval of transaction with the affiliate Approval of 2023 financial statements and operating report Approval of buyback and cancellation of treasury shares Approval of establishment of the compensation committee, appointment of committee members and regulations |
2024. 2. 2 | 2 (2) | 3 (3) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 7 | Approval of 2024 management plan Approval of transaction limit with HD Hyundai XiteSolution pproval of transaction limit with HD Hyundai Oilbank Approval of transaction limit with HD Hyundai Changzhou Hydraulic Machinery Approval of change in transaction with HD Hyundai XiteSolution Approval of transaction with HD Hyundai XiteSolution Approval of the Health and Safety Plan for 2024 Approval of partial revision of executive officer personnel management regulations and long-term performance bonus regulations Approval of shareholder confirmation and dividend record date setting Approval of partial revision of the Board of Directors operating regulations |
2023. 12. 7 | 2 (2) | 3 (3) |
| 6 | Business performance report for the third quarter of 2023 |
2023. 10. 25 | 2 (2) | 3 (3) |
| 5 | Business performance report for the first half of 2023 Approval of change in product and service transaction with HD Hyundai XiteSolution Approval of transaction with HD Hyundai XiteSolution |
2023. 7. 26 | 2 (2) | 3 (3) |
| 4 | Business performance report for the first quarter of 2023 Approval of transaction with the affiliated companies Approval of entering into a share transfer agreement with HD Hyundai XiteSolution/p> Approval of entering into a technical service contract with HD Hyundai XiteSolution Approval of payment guarantee for affiliated companies |
2023. 4. 24 | 2 (2) | 3 (3) |
| 3 | Appointment of the CEO Appointment of election of board chairman and convening authority Appointment of Internal Transaction Committee members Appointment of non-executive Director Candidate Recommendation Committee Members Appointment of ESG Committee members Approval of payment guarantee for affiliated companies |
2023. 3. 27 | 2 (2) | 3 (3) |
| 2 | Reporting the operation status of the internal financial management in 2022 Internal Accounting Management System Evaluation Report in 2022 2022 audit report Report on the autonomous compliance with compliance and fair trade in 2022 Approval of convening of the general meeting of stockholders for the 23th term and purpose of the meeting Equipment support for earthquake damage recovery in Turkye |
2023. 2. 24 | 2 (2) | 3 (3) |
| 1 | 2022 Business performance report Approval of 2022 financial statements and operating report Approval of transaction limits between directors and the company Approval of abolition of the Advisory Group of the non-executive Director Candidate Recommendation Committee |
2023. 2. 3 | 2 (2) | 3 (3) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 7 | Approval of 2022 management plan Approval of an establishment of Indonesia corporation Approval of the change of branch manager of DIMEA (Dubai office) Delegating the debenture issue to the representative director Approval of the record date of the register of shareholders Approval of the branch change Approval of contributions Approval of transaction with the affiliate Approval of the Health and Safety Plan for 2023 |
2022. 12. 15 | 3 (3) | 5 (5) |
| 6 | Business performance report for the third quarter of 2022 Approval of a real estate lease (HD hyundai) Approval of an investment of LDEC |
2022. 10. 25 | 3 (3) | 5 (5) |
| 5 | Business performance report for the first half of 2022 Approval of transaction with the affiliate |
2022. 7. 25 | 3 (3) | 5 (5) |
| 4 | Approval of transaction with the affiliate Approval of a concurrent job as a director Approval of a partial revision on Internal Accounting Management System |
2022. 4. 26 | 3 (3) | 5 (5) |
| 3 | Appointment of the CEO Payment guarantee of the affiliate debt |
2022. 3. 21 | 3 (3) | 5 (5) |
| 2 | Reporting the operation status of the internal financial management in 2021 Internal Accounting Management System Evaluation Report in 2021 2021 audit report Report on the autonomous compliance with compliance and fair trade in 2021 Report on preparation status of the Serious Accidents Punishment Act Approval of convening of the general meeting of stockholders for the 22th term and purpose of the meeting |
2022. 2. 25 | 3 (3) | 5 (5) |
| 1 | 2021 Business performance report Approval of 2021 financial statements and operating report Approval of liquidation of a Japanes corporation(DIJ) Approval of 2022 contributions |
2022. 2. 4 | 3 (3) | 5 (5) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 16 | Approval of 2022 management plan Approval of transaction with the Hyundai Genuine Approval of the establishment of the ESG committee and enactment of operating regulations Delegating the debenture issue to the representative director Approval of the Participation in paid-in capital increase(Hyundai Genuine) Approval of the disposal of treasury stock Approval of the record date of the register of shareholders Approval of the Partial revision of regulations (executive officers and retired officers) Approval of the Health and Safety Plan for 2022 |
2021. 12. 7 | 2 (2) | 3 (3) |
| 15 | Business performance report for the third quarter of 2021 Appointment approval of the CEO Appointment of the chairman of the board of directors, and convening authority holder Approval of the transaction with Hyundai Genuine (stock warrants exercise) Approval of the Payment guarantee for the affiliate Approval of the Borrowings from the Korea Eximbank(THE EXPORT-IMPORT BANK OF KOREA) Approval of the business agreement and management advisory contract |
2021. 10. 21 | 2 (2) | 3 (3) |
| 14 | Appointment of the chairman of the board of directors, and convening authority holder Appointment of compliance officer and autonomous compliance officer Approval of the capital increase Approval of transaction with Hyundai Genuine related to capital increase Approval of restriction of STB(Short Term Bond) |
2021. 9. 10 | 2 (2) | 3 (3) |
| 13 | Approval of the partial withdrawal of the convocation of the temporary meeting of stockholders and purpose of the meeting. |
2021. 9. 5 | 1 (1) | 3 (3) |
| 12 | Approval of the convocation of the temporary meeting of stockholders and purpose of the meeting. |
2021. 8. 25 | 1 (2) | 3 (3) |
| 11 | Approval of the Contract for the sale of DICC shares Approval of the HD brand license agreement |
2021. 8. 18 | 1 (2) | 3 (3) |
| 10 | Approval of the convocation of the temporary meeting of stockholders and purpose of the meeting. |
2021. 7. 29 | 1 (2) | 3 (3) |
| 9 | Business performance report for the first half of 2021 |
2021. 7. 27 | 2 (2) | 3 (3) |
| 8 | Approval of the public notice for spin-off |
2021. 7. 1 | 2 (2) | 3 (3) |
| 7 | Business performance report for the first quarter of 2021 Approval of transaction with the affiliate |
2021. 4. 27 | 1 (2) | 3 (3) |
| 6 | Approval of the change of spin-off contract |
2021. 4. 15 | 1 (2) | 3 (3) |
| 5 | Appointment of the CEO Appointment of internal transaction committee member Appointment of member of the outside director candidate Payment guarantee of overseas subsidiary debt Approval of the branch change |
2021. 3. 25 | 2 (2) | 3 (3) |
| 4 | Approval of the conclusion of divided combination contract Approval of transaction with the DINA Carve-out Approval of the convocation of the temporary meeting of stockholders and purpose of the meeting Approval of the record date of the register of shareholders Approval of the conclusion of Acquisition of additional DICC shares |
2021. 3. 19 | 3 (3) | 4 (5) |
| 3 | Reporting the operation status of the internal financial management in 2020 Internal Accounting Management System Evaluation Report in 2020 2020 audit report Report on the autonomous compliance with compliance and fair trade in 2020 Approval of convening of the general meeting of stockholders for the 21th term and purpose of the meeting Adoption of the electronic voting system |
2021. 3. 4 | 3 (3) | 5 (5) |
| 2 | 2020 Business performance report Approval of 2020 financial statements and operating report Approval of 2021 management plan Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. |
2021. 2. 08 | 3 (3) | 5 (5) |
| 1 | Approval of the termination of the existing lease contract and the conclusion of a new lease contract at Hd Tower in Bundang |
2021. 1. 08 | 3 (3) | 5 (5) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 9 | Delegating the debenture issue to the representative director Approval of the Health and Safety Plan for 2021 Approval of 2021 contribution |
2020. 12. 21 | 3 (3) | 5 (5) |
| 8 | Business performance report for the third quarter of 2020 Delegating the debenture issue to the representative director Approval of contribution |
2020. 10. 29 | 3 (3) | 5 (5) |
| 7 | Business performance report for the first half of 2020 Non-guaranteed private equity bond issue Approval of investment in engine post-processing solution JV establishment |
2020. 7. 24 | 3 (3) | 5 (5) |
| 6 | Hd Cuvex Co., Ltd. capital increase approval |
2020. 6. 12 | 2 (3) | 4 (5) |
| 5 | Approved to issue foreign guarantee bonds Non-guaranteed private equity bond issue |
2020. 6. 2 | 3 (3) | 5 (5) |
| 4 | Business performance report for the first quarter of 2020 Approval of transaction with the affiliate Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. |
2020. 4. 23 | 3 (3) | 5 (5) |
| 3 | Payment guarantee of overseas subsidiary debt Appointment of internal transaction committee member Appointment of member of the outside director candidate recommendation committee |
2020. 3. 24 | 3 (3) | 5 (5) |
| 2 | Reporting the operation status of the internal financial management in 2019 Internal Accounting Management System Evaluation Report in 2019 2019 audit report Approval of convening of the general meeting of stockholders for the 20th term and purpose of the meeting- Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders, (4) Reporting the operation status of the internal financial management- ResolutionsNo. 1: Approval of financial statements and consolidated financial statements for the 20th term (January 1, 2019 ~ December 31, 2019)(balance sheet, income statement, statement of changes in equity, statement of cash flow, statement of disposal of retained earnings and notes)No. 2-1: Appointment approval of non-executive director(Lim Sung Kyoon)No. 2-2: Appointment approval of non-executive director(Lee Deuk Hong)No. 3-1: Appointment of Audit Committee Members(Lim Sung Kyoon)No. 3-2: Appointment of Audit Committee Members(Lee Deuk Hong)No. 4: Approval of directors’ remuneration limit Adoption of the electronic voting system Approval of loans collateralized with shares |
2020. 2. 28 | 3 (3) | 4 (4) |
| 1 | 2019 Business performance report Report on the autonomous compliance with compliance and fair trade in 2019 Approval of 2019 financial statements and operating report Approval of 2020 management plan Approval of outside director recommendation advisory member |
2020. 2. 10 | 3 (3) | 4 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 8 | Delegating the debenture issue to the representative director Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. Approval of 2020 contribution |
2019. 12. 10 | 2 (3) | 4 (4) |
| 7 | Business performance report for the third quarter of 2019 Approved to issue foreign guarantee bonds Overseas Stock Depository Receipt (GDR) Delisting |
2019. 10. 30 | 3 (3) | 4 (4) |
| 6 | Business performance report for the first half of 2019 Approving the establishment of a new overseas corporation Delegating the debenture issue to the representative director |
2019. 7. 22 | 3 (3) | 4 (4) |
| 5 | Business performance report for the first quarter of 2019 Approval of transaction with the affiliate |
2019. 4. 24 | 3 (3) | 4 (4) |
| 4 | Approving the signing of a contract for the transfer of shares of DVC Co., Ltd. and the provision of DVC shares as collateral Approving the establishment of a new corporation in the United States |
2019. 4. 15 | 3 (3) | 4 (4) |
| 3 | Appointment of the chairman of the board of directors, and convening authority holder Appointment of compliance officer and a self-compliance manager for fair trade Partial amendments to the operating regulations of the Audit Committee Some revisions to internal accounting management regulations |
2019. 3. 27 | 3 (3) | 4 (4) |
| 2 | Reporting the operation status of the internal financial management in 2018 2018 audit report Approval of convening of the general meeting of stockholders for the 19th term and purpose of the meeting - Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders, (4) Reporting the operation status of the internal financial management- ResolutionsNo. 1: Approval of financial statements and consolidated financial statements for the 19th term (January 1, 2018 ~ December 31, 2018)(balance sheet, income statement, statement of changes in equity, statement of cash flow, statement of disposal of retained earnings and notes)No. 2-1: Making partial changes to the articles of incorporation(Partial amendment of the articles of incorporation under the Act on the Electronic Registration of Stocks, Bonds, etc.)No. 2-2: Making partial changes to the articles of incorporation(Partial amendment of the articles of incorporation as per the Act on External Audit of Stock Companies)No. 3: Appointment approval of internal Director (Park, Yong Maan)No. 4: Approval of directors’ remuneration limit Adoption of the electronic voting system |
2019. 3. 8 | 3 (3) | 4 (4) |
| 1 | Reporting the operation status of the internal financial management in 2018 Reporting the CP operation performance in 2018 and operation plan for 2019 2018 Business performance report Approval of 2018 financial statements and operating report Approval of 2019 management plan |
2019. 2. 12 | 1 (3) | 3 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 9 | Delegating the debenture issue to the representative director Payment guarantee of the DCFL debt Approval of transaction for oneself with DLI Co., Ltd. Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. Approval of 2019 contribution |
2018. 12. 11 | 3 (3) | 3 (4) |
| 8 | Disposal of stocks of the affiliated company |
2018. 11. 29 | 3 (3) | 4 (4) |
| 7 | Business performance report for the third quarter of 2018 Capital reduction of Indian entity (DICEI) Equipment support for the recovery from earthquake damage in Indonesia |
2018. 10. 30 | 3 (3) | 4 (4) |
| 6 | Business performance report for the first quarter of 2018 Payment guarantee of overseas subsidiary debt |
2018. 7. 26 | 3 (3) | 3 (4) |
| 5 | Business performance report for the first quarter of 2018 Approval of transaction with the affiliate Concluding a construction work subcontract agreement with Hd Engineering & Construction Co., Ltd. Approval of the lease agreement with Future Energy Infrastructure Co., Ltd. |
2018. 4. 26 | 2 (3) | 4 (4) |
| 4 | Appointment approval of the CEO Appointment of internal transaction committee member Appointment of member of the non-executive director candidate recommendation committee |
2018. 3. 28 | 3 (3) | 3 (4) |
| 3 | Reporting the operation status of the internal financial management in 2017 2017 audit report Approval of convening of the general meeting of stockholders for the 18th term and purpose of the meeting - Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions Adoption of the electronic voting system Approval of loans collateralized with shares |
2018. 3. 2 | 1 (2) | 4 (5) |
| 2 | Reporting the operation status of the internal financial management in 2017 Reporting the CP operation performance in 2017 and operation plan for 2018 2017 Business performance report Approval of 2017 financial statements and operating report Approval of 2018 management plan Approval of 2018 contribution Approval of the change of branch manager of DIMEA (Dubai office) |
2018. 2. 7 | 1 (2) | 5 (5) |
| 1 | Furnishing DBC Co., Ltd. with stock security and signing a rental agreement for Hd Bundang Center |
2018. 1. 8 | 2 (2) | 3 (5) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 8 | Delegating the debenture issue to the representative director Payment guarantee of the DCFL debt Performance guarantee for DIEU Participation in the capital decrease with consideration of DBC Co., Ltd. Approval of the change in trademark use fee with Hd Corporation Approval of trademark use agreement with Hd Corporation Approval of transaction for oneself with DLI Co., Ltd. Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. Disposal of the contributed shares of other subsidiary |
2017. 12. 6 | 1 (2) | 4 (5) |
| 7 | Business performance report for the third quarter of 2017 |
2017. 11. 6 | 3 (3) | 4 (5) |
| 6 | Approval of the transfer/receiving of Oceania heavy business with CEC Approval of the investment for the establishment of LOVOL Hd JV in China |
2017. 9. 1 | 3 (3) | 5 (5) |
| 5 | Business performance report for the first quarter of 2017 Approval of the transaction with Hd Heavy Industries & Construction regarding the bond with warrant Approval of the transaction with DHIAH regarding the bond with warrant Guarantee of the Chinese subsidiary’s debit (DICC, DCFL) Approval of contribution |
2017. 7. 24 | 3 (3) | 4 (5) |
| 4 | Issuance of the bond with warrant (BW) Issuance of debenture by the overseas assurance department Liquidation of the Irish subsidiary (DIBI) Capital increase of the Brazilian subsidiary (DISA) Approval of the transaction structure change of the Hd Bundang Center, and contract conclusion Approval of contribution |
2017. 5. 26 | 3 (3) | 5 (5) |
| 3 | Business performance report for the first quarter of 2017 |
2017. 4. 24 | 2 (3) | 4 (5) |
| 2 | Reporting the operation status of the internal financial management in 2016 2016 audit report Approval of electronic voting system introduction Approval of loans collateralized with shares Approval of the convocation of the 17th term annual meeting of shareholders and purpose of the meeting |
2017. 2. 28 | 3 (3) | 3 (4) |
| 1 | Reporting the operation status of the internal financial management in 2016 2016 Business performance report Reporting the CP operation performance in 2016 and operation plan for 2017 Approval of 2016 financial statements and operating report Approval of 2017 management plan Non-executive director recommendation advisory member Approval of the decision on the stock option exercising method Dismissal and appointment of the compliance manager |
2017. 2. 15 | 3 (3) | 3 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 10 | Delegating debenture issue to the representative director Approval of transaction for oneself with DLI Co., Ltd. Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. (Suji Technology Institute renting) Dismissal and appointment of the compliance manager |
2016. 12. 15 | 3 (3) | 3 (4) |
| 9 | Business performance report for the third quarter of 2016 Issuance of debenture by the overseas assurance department |
2016. 11. 1 | 3 (3) | 3 (4) |
| 8 | Partial sale of Hd Bobcat (DBI) shares (participation in North America sale) |
2016. 10. 12 | 3 (3) | 3 (4) |
| 7 | Partial sale of Hd Bobcat (DBI) shares (participation in North America sale) |
2016. 9. 8 | 2 (3) | 4 (4) |
| 6 | Business performance report for the first quarter of 2016 Amendment of counseling and advise management regulations |
2016. 7. 27 | 3 (3) | 5 (5) |
| 5 | Business performance report for the first quarter of 2017 Approval of the transaction with Hd Heavy Industries & Construction regarding the bond with warrant Approval of the transaction with DHIAH regarding the bond with warrant Guarantee of the Chinese subsidiary’s debit (DICC, DCFL) Approval of contribution |
2016. 4. 18 | 3 (3) | 4 (5) |
| 4 | Appointment of the chairman of the board of directors, and convening authority holder Integration of the south/north plant in Incheon/Approval of the subcontract for construction work Approval of the subcontract conclusion of Hd Bundang Center Approval of equity purchase of the subsidiary company Approval of the investments related to DBI convertible stocks Approval of the estimated transaction with Hd Corporation in 2016 |
2016. 3. 25 | 3 (3) | 2 (4) |
| 3 | Reporting the operation status of the internal financial management in 2015 2015 audit report Approval of the transfer of the machine tool business unit Approval of the convocation of the 16th term annual meeting of shareholders and purpose of the meeting- Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions |
2016. 3. 2 | 2 (2) | 4 (4) |
| 2 | Reporting the operation status of the internal financial management in 2015 2015 Business performance report Reporting the CP operation performance in 2015 and operation plan for 2016 Approval of 2015 financial statements and operating report Approval of 2016 management plan Approval of the decision on the stock option exercising method Dismissal and appointment of the compliance manager |
2016. 2. 4 | 2 (2) | 4 (4) |
| 1 | Approval of conclusion of written agreement and land sales contract for the construction of Hd Bundang Center (tentative name) |
2016. 1. 15 | 2 (2) | 3 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 12 | Approval of conversion of investment for the overseas subsidiary company (DISA) Delegating debenture issue to the representative director Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. (Suji Technology Institute renting) Appointment of the internal transaction committee member Appointment of the member of the non-executive director candidate recommendation committee |
2015. 12. 22 | 2 (2) | 4 (4) |
| 11 | Appointment approval of the CEO |
2015. 11. 20 | 2 (2) | 4 (5) |
| 10 | Cancellation of company split-off approval Partial cancellation of the purpose of the temporary meeting of stockholders Report on temporary shutdown of the DISA plant and sales subsidiary switching operation |
2015. 11. 10 | 2 (2) | 4 (5) |
| 9 | Approval of company split-off Approval of the convocation of the temporary meeting of stockholders and purpose of the meeting. Setting the base date of stockholder's list confirmation and closing of the shareholder’s list Report on the establishment/operation of EuCup (Europe Customization Plant) |
2015. 10. 8 | 2 (2) | 3 (5) |
| 8 | Approval of the capital increase and lease of the overseas subsidiary (DIA) |
2015. 8. 17 | 2 (2) | 4 (5) |
| 7 | Business performance report for the first quarter of 2015 Agreement between shareholders regarding the issue of DIBH convertible stocks (Pre-IPO) and consent with the capital decrease with consideration |
2015. 8. 12 | 2 (2) | 5 (5) |
| 6 | Approval of various contract conclusion for the construction of DLI Chuncheon accommodations Approval of various contract conclusion for the construction of the Hd research complex Approval of subcontract conclusion for fire-fighting and disaster prevention work at Suji Technology Institute |
2015. 6. 29 | 2 (2) | 4 (5) |
| 5 | Business performance report for the first quarter of 2015 Appointment of compliance officer |
2015. 4. 27 | 2 (2) | 5 (5) |
| 4 | Appointment approval of the CEO Appointment of the chairman of the board of directors, and convening authority holder Appointment of the internal transaction committee member Appointment of the member of the non-executive director candidate recommendation committee Approval of the mid-term management plan for 2015 Disposal of the stocks of the affiliated company Approval of the expected transaction with Hd Corporation |
2015. 3. 27 | 2 (2) | 4 (5) |
| 3 | Reporting the operation status of the internal financial management in 2014 2014 audit report Reporting the CP operation performance in 2014 and operation plan for 2015 Approval of the convocation of the 15th term annual meeting of shareholders and purpose of the meeting- Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions Approval of electronic voting system introduction Approval of the change of branch manager of DIMEA (Dubai office) |
2015. 2. 27 | 2 (2) | 3 (3) |
| 2 | Approval of CEO appointment |
2015. 2. 9 | 2 (2) | 3 (3) |
| 1 | Reporting the operation status of the internal financial management in 2014 2014 Business performance report Management plan report for 2015 Approval of 2014 financial statements and business report Approval of the decision on the stock option exercising method Establishment of a new subsidiary in India |
2015. 2. 5 | 2 (2) | 3 (3) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 6 | Delegating debenture issue to the representative director Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. Approval of the change in trademark use fee with Hd Corporation Approval of a new contract for trademark use fee with Hd Corporation Approval of the annual expected transaction with Hd Corporation |
2014. 12. 16 | 2 (2) | 2 (3) |
| 5 | Business performance report for the third quarter of 2014 CP management performance report of the first half of 2014 and management plan report for the second half Dismissal and appointment of the compliance manager |
2014. 10. 28 | 2 (2) | 2 (3) |
| 4 | Business performance report for the first quarter of 2014 Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. |
2014. 7. 29 | 2 (2) | 3 (3) |
| 3 | CP Management Performance Report of 2013 and Management Plan Report for 2014 Business performance report for the first quarter of 2014 Notification of the resolution of the board of directors that replaces the general meeting for physical division completion reporting Approval of the establishment of the overseas subsidiary (‘DIBI’) related to Bobcat Refinancing, and payment guarantee |
2014. 4. 24 | 2 (2) | 3 (3) |
| 2 | Reporting the operation status of the internal financial management in 2013 2013 audit report Approval of Split of Company Appointment of vice chairman Approval of convening of the general meeting of stockholders for the 14th term and purpose of the meeting- Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions Difference dividend of DICC in China Appointment of the internal transaction committee member Appointment of the member of the non-executive director candidate recommendation committee Approval of the expected transaction with Hd Corporation Approval of the new contract for the new Dimea office in Dubai |
2014. 2. 28 | 2 (2) | 3 (4) |
| 1 | 2013 Business performance report Reporting the operation status of the internal financial management in 2013 Approval of 2013 financial statements and operating report Approval of the mid-term management plan for 2014 Approval of the decision on the stock option granting method Joint investment agreement, site purchase, and construction work subcontract for the establishment of Chuncheon Training Center License termination of the Dimea office in Dubai |
2014. 2. 4 | 2 (2) | 4 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 10 | Delegating debenture issue to the representative director Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. (Construction Equipment supply) Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. (advisory office) Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. |
2013. 12. 10 | 3 (4) | |
| 9 | Issuance of Global Depositary Receipts (GDR) (including new stock issuance) |
2013. 12. 10 | 2 (4) | |
| 8 | Issuance of Global Depositary Receipts (GDR) |
2013. 11. 21 | 4 (4) | |
| 7 | Business performance report for the third quarter of 2013 Appointment of the CEO Dismissal and appointment of the compliance manager Approval of the change in the representative director of the Dubai office |
2013. 10. 28 | 3 (4) | |
| 6 | Business performance report for the first quarter of 2013 Reporting CP operation performance the first quarter and operation plan for 2nd Half in 2013 |
2013. 7. 24 | 2 (2) | 3 (4) |
| 5 | Investment in kind for Hd Capital shares |
2013. 5. 14 | 2 (2) | 2 (4) |
| 4 | Business performance report for the first quarter of 2013 Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. |
2013. 5. 3 | 2 (2) | 4 (4) |
| 3 | Appointment of the chairman of the board of directors, and convening authority holder Appointment approval of the CEO Appointment of the member of the non-executive director candidate recommendation committee Approval of the annual expected transaction with Hd Corporation Approval of the internal transaction with Hd Corporation Approval of new license acquisition for the Dubai office Report on the transfer/receiving of business rights/sales rights between the DI and CE region |
2013. 3. 29 | 2 (2) | 4 (4) |
| 2 | 2012 Internal Accounting Management System Evaluation Report 2012 audit report CP management performance report of 2nd half of 2012 and management plan report for the first half of 2013 Approval of convening of the general meeting of stockholders for the 13th term and purpose of the meeting- Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions Dismissal and appointment of the compliance manager Approval of transaction for oneself with Hd Heavy Industries & Construction Co., Ltd. |
2013. 3. 4 | 2 (3) | 4 (4) |
| 1 | 2012 Business performance report 2012 Internal Accounting Management System Evaluation Report Approval of 2012 financial statements and business report Approval of the mid-term management plan for 2013 Delegating debenture issue to the representative director Approval of amendment to various regulations Appointment of the members of the non-executive director recommendation advisory committee Approval of the decision on the stock option exercising method Approval of stock option granting cancellation Appointment of executive committee members |
2013. 2. 4 | 2 (3) | 3 (4) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 11 | Approval of transaction for oneself with Hd Corporation Reporting the transaction for oneself with Hd Engineering & Construction Co., Ltd. |
2012. 12. 17 | 3 (3) | 4 (4) |
| 10 | Approval of the acquisition of DII & DHEL common stocks for FI's put-option exercise Approval of loans collateralized with shares Approval of transaction for oneself with Hd Corporation Business performance report for the third quarter of 2012 |
2012. 11. 12 | 3 (3) | 4 (4) |
| 9 | Approval of the issuance of the offshore convertible bond Approval of transaction for oneself and internal transactions with Hd Corporation Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. Reporting the transaction for oneself with Hd Engineering & Construction Co., Ltd. |
2012. 9. 24 | 3 (3) | 4 (4) |
| 8 | Business performance report for the first quarter of 2012 Approval of transaction for oneself with Hd Engineering & Construction Co., Ltd. |
2012. 8. 23 | 3 (3) | 4 (4) |
| 7 | Business performance report for the first half of 2012 (tentative) CP management performance report of the first half of 2012 Appointment of the compliance manager Enactment of the compliance control standard |
2012. 7. 27 | 3 (3) | 3 (4) |
| 6 | Delegating debenture issue to the representative director Approval of transaction for oneself with Hd Corporation Approval of transaction for oneself with Hd Heavy Industries & Construction Approval of the transaction for oneself with Yulchon LLC. (Yoon, Se Ri) Approval of amendment to counseling and advise management regulations Approval of the liquidation of the overseas subsidiary (DIIB) Approval of the stock acquisition of the overseas subsidiary (DMA) |
2012. 6. 28 | 3 (3) | 3 (4) |
| 5 | Management performance report for Q1 2012 (confirmed) Approval of payment guarantee for the DISA's debt Approval of the transaction for oneself with Hd Corporation (Park, Yong Maan) Approval of the transaction for oneself with Yulchon LLC. (Yoon, Se Ri) |
2012. 5. 21 | 3 (3) | 4 (4) |
| 4 | Management performance report for Q1 2012 (tentative) Approval of transaction for oneself with Hd Engineering & Construction Co.,Ltd. (Park, Jeong Won ) |
2012. 4. 26 | 3 (3) | 4 (4) |
| 3 | Appointment approval of the CEO Approval of directors’ holding an additional position Appointment of executives Appointment of non-director executives Approval of Stock Option Grant Approval of amendment to various regulations Appointment of the internal transaction committee member Appointment of the member of the non-executive director candidate recommendation committee Appointment of compliance officer |
2012. 3. 30 | 3 (3) | 3 (4) |
| 2 | Reporting the operation status of the internal financial management in 2011 2011 audit report Approval of convening of the general meeting of stockholders for the 12th term and purpose of the meeting - Report details: (1) Audit report, (2) Business report, (3) Report on transactions with stakeholders including major shareholders- Resolutions Approval of company bond issuance |
2012. 3. 9 | 4 (5) | 6 (6) |
| 1 | 2011 Business performance report Reporting the operation status of the internal financial management in 2011 Approval of the decision on the issuance method when exercising stock options Approval of stock option granting cancellation Approval of amendment to the personnel management regulations of the executive director Approval of 2011 financial statements and business report Approval of the mid-term management plan for 2012 Approval of the internal transaction with Hd Engineering & Construction Co., Ltd. Approval of the internal transaction with Hd Corporation Approval of the liquidation of the overseas subsidiaries (DIBE, DIUK) |
2012. 2. 16 | 5 (5) | 6 (6) |
| Round | Bill details | Date of holdings | No. of attending directors | |
|---|---|---|---|---|
| Executive director | Non-executive director | |||
| 11 | Approval of the tax advisory service agreement for the overseas subsidiary company Refinancing for Bobcat acquisition financing 1. Approval of payment guarantee for the DII/DHEL's debt2. Approval of the investment in the foreign subsidiary (DII)3. Approval of the provision of security for the DII/DHEL’ debt and DI’s debenture |
2011. 11. 18 | 5 (5) | 4 (6) |
| 10 | Approval of the issuance of domestic foreign currency debenture and overseas debenture |
2011. 11. 11 | 3 (5) | 4 (6) |
| 9 | Business performance report of DI for the third quarter of 2011 Approval of equity sale of the subsidiary company Notification of the resolution of the board of directors that replaces the general meeting for DIKL merger completion reporting |
2011. 10. 27 | 5 (5) | 6 (6) |
| 8 | Business performance report of DI for the first half of 2011 |
2011. 8. 26 | 4 (5) | 5 (6) |
| 7 | Approval of small-scale merger with DIKL Approval of company bond issuance Business performance report of DI for the first half of 2011 (tentative) |
2011. 7. 22 | 5 (5) | 6 (6) |
| 6 | Approval of executive appointment Approval of UAE Dimec liaison office closing |
2011. 6. 23 | 5 (5) | 3 (6) |
| 5 | Business performance report for the first quarter of 2011 Report on the transfer/receiving of the sales rights related to direct export to some DICE regions Approval of small-scale merger and acquisition of DIKL, closing of the shareholder’s list, and setting of the base date |
2011. 5. 24 | 5 (5) | 6 (6) |
| 4 | Approval of company bond issuance Approval of contract conclusion Hd Capital shareholders Approval of the DII investment and contributed shares providing as security Approval of the transfer of the industrial vehicle business unit |
2011. 4. 28 | 5 (5) | 5 (6) |
| 3 | Appointment of the chairman of the board of directors Approval of amendments to the board of directors’ operation procedure, and personnel management regulations of executive directors Enactment of performance unit operation regulations Appointment of member of the non-executive director candidate recommendation committee and Appointment of internal transaction committee member Approval of Stock Option Grant Approval of logistics outsourcing contract conclusion with Hd Corporation Approval of the internal transaction with Hd Corporation Approval of the partial sale of the DICC shares |
2011. 3. 25 | 4 (5) | 6 (6) |
| 2 | Reporting on the establishment of the Brazilian plant Reporting the operation status of the internal financial management in 2010 2010 audit report by audit committee chairman Approval of convening of the general meeting of stockholders for the 11th term and purpose of the meeting Approval of stock option granting cancellation Approval of the decision on the issuance method when exercising stock options |
2011. 3. 2 | 5 (7) | 7 (7) |
| 1 | Reporting the operation status of the internal financial management in 2010 2010 Business performance report Approval of 2010 financial statements and operating report Approval of the mid-term management plan for 2011 Approval of company bond issuance Appointment of the members of the non-executive director recommendation advisory committee |
2011. 1. 28 | 7 (7) | 6 (7) |
Status of Committees within the Board of Directors
| Composition | Rules | Main functions |
|---|---|---|
Sung, Yun-mo Jeon, Myung-ho Kang, Sun-min |
1. Article 4 (Composition and term) (1) The appointment and dismissal of a committee member shall be determined by the resolution of the board of directors. (2) The committee shall consist of three or more non-executive directors. (3) The term of a member shall end when the term of the director of the committee expires. |
Recommending a candidate non-executive director to be appointed at the general meeting of stockholders |
| Activity date | Activity details |
|---|---|
| 2025. 2. 24 | Appointment of the chairman of non-executive director nomination committee (approved) Recommendation of candidates for non-executive director(approved) |
| 2024. 2. 22 | Recommendation of non-executive director candidates (approved) |
| 2023. 2. 24 | Recommendation of non-executive director candidates (approved) |
| 2021. 3. 4 | Recommendation of non-executive director candidates (approved) |
| 2020. 2. 28 | Recommendation of non-executive director candidates (approved) |
| 2018. 3. 2 | Recommendation of non-executive director candidates (approved) |
| 2017. 2. 28 | Recommendation of non-executive director candidates (approved) |
| 2015. 4. 27 | Appointment of the chairman of the non-executive director recommendation committee (approved) |
| 2015. 2. 27 | Recommendation of non-executive director candidates (approved) |
| 2014. 4. 24 | Recommendation of non-executive director candidates (approved) |
| 2013. 3. 4 | Recommendation of non-executive director candidates (approved) |
| 2012. 3. 30 | Appointment of the chairman of the non-executive director recommendation committee (approved) |
| 2012. 3. 9 | Recommendation of non-executive director candidates (approved) |
| 2011. 3. 2 | Recommendation of non-executive director candidates (approved) |
| 2010. 3. 5 | Recommendation of non-executive director candidates (approved) |
| 2010. 3. 2 | Recommendation of non-executive director candidates (approved) |
| 2009. 3. 27 | Appointment of the chairman of the non-executive director recommendation committee (approved) |
| 2009. 3. 10 | Recommendation of non-executive director candidates (approved) |
| 2008. 2. 26 | Recommendation of non-executive director candidates (approved) |
| 2007. 2. 23 | Recommendation of non-executive director candidates (approved) |
| Composition | Rules | Main functions |
|---|---|---|
| Kang, Sun-min Cho, Young-cheul Sung, Yun-mo Jeon, Myung-ho |
1. Article 4 (Composition and term) (1) The appointment and dismissal of a committee member shall be determined by the resolution of the board of directors. (2) The committee shall consist of three or more non-executive directors. (A majority of the members shall be comprised of non-exexutive directors) (3) The term of a member shall end when the term of the director of the committee expires. |
ESG strategy direction, plan, and implementatio |
| Activity date | Activity details |
|---|---|
| 2025. 3. 25 | Appointment of the chairman of the ESG committee (approved) |
| 2025. 2. 24 | Report on the 2024 internal transaction operations Report on the 2024 ESG materiality assessment results Report and approval of the key esg initiatives for 2025 (approved) Appointment of the chief sustainability officer (approved) |
| 2024. 12. 13 | Report on the 2024 ESG management performance Report on the external procurement plan for renewable energy to address climate change |
| 2024. 3. 25 | 2024 ESG promotion plan report(approved) Approval of enactment of biodiversity protection policy(approved) |
| 2023. 12. 7 | 2023 ESG promotion results report Report on the results of supply chain ESG management support |
| 2023. 3. 27 | Appointment of ESG Chairman (Approved) 2023 ESG promotion plan report (approved) Approval of Environmental management policy (approved) 2022 ESG Double materiality results report |
| 2022. 12. 15 | ESG promotion results report Approval of RE100 & Carbon Emission Management Plan (Approved) Approval of Human Rights Management Committee (Approved) |
| 2022. 3. 21 | Approval of the Key ESG Implementation plan (Approved) |
| 2021. 12. 17 | Appointment of the chairman of the ESG committee (Approved) |
| Composition | Rules | Main functions |
|---|---|---|
| Jeon, Myung-ho Sung, Yun-mo Kang, Sun-min |
1. Article 4 (Composition and term) (1) The appointment and dismissal of a committee member shall be determined by the resolution of the board of directors. (2) The committee shall consist of three or more non-executive directors. (A majority of the members shall be comprised of non-exexutive directors) (3) The term of a member shall end when the term of the director of the committee expires. |
Approval of remuneration limit and payment standards for registered directors |
| Activity date | Activity details |
|---|---|
| 2025. 2. 24 | Approval of the remuneration limit for registered directors(approved) |
| 2025. 2. 4 | Approval of the adjustment of executive compensation(approved) |
| 2024. 2. 22 | Appointment of compensation committee chairman(approved) Approval of remuneration limit for registered directors(approved) |
이사회 평가
| Item | Contents | Remark |
|---|---|---|
| 2024년 이사회 평가 결과 | HD현대인프라코어는 이사회 구성의 적절성을 평가하고 효율적인 이사회 운영을 위하여 이사회 활동 평가 제도를 도입하였습니다. 평가는 이사회의 역할과 책임, 구조, 운영, 이사회 내 위원회 및 평가 결과의 반영 등 총 5개 부문 35개 문항으로 구성되어 있으며 이사 전원이 연 1회 자기 평가 방식으로 진행합니다. 2024년 이사회 평가 결과, 이사회 구성에 문제가 없으며 이사회는 역할과 책임을 충실히 이행하고 있습니다. 2025년 당사는 보다 선진화된 이사회 운영을 위하여 다음과 같은 항목에 대하여 개선할 예정입니다. 1. 이사회의 역할과 관련 법규 등에 대한 정기교육 확대 2. 이사회 안건 등 검토를 위한 충분한 시간 제공 3. 필요 시 외부전문가의 지원 제공 |
| Item | Contents | Remark |
|---|---|---|
| 2023년 이사회 평가 결과 | HD현대인프라코어는 이사회 구성의 적절성을 평가하고 효율적인 이사회 운영을 위하여 이사회 활동 평가 제도를 도입하였습니다. 평가는 이사회의 역할과 책임, 구조, 운영, 이사회 내 위원회 및 평가 결과의 반영 등 총 5개 부분 25개 문항으로 구성되어 있으며 이사 전원이 연 1회 자기 평가 방식으로 진행합니다. 2023년 이사회 평가 결과 이사회 구성에 문제가 없으며 이사회는 역할과 책임을 충실히 이행하고 있습니다. |