Pulmuone continuously strives to build advanced corporate governance through which the Board of Directors and Management keep each other in check and maintain balance in a harmonious manner.
※ Diverse Expertise of Independent Directors
Independent Directors are appointed at the Shareholders’ Meeting after recommended by Independent Director Candidate Recommendation Committee among candidates of outside experts who have sufficient expertise and experiences in management, economy, accounting, laws, food and beverage industry, etc. and therefore who can properly monitor and give advice on the company management with an objective point of view. Those who can present new and diverse views at the Board, regardless of their race, gender, region of birth or area of expertise, are selected as candidates.
※ Target Percentage of Independent Directors
We aim to maintain that Independent Directors comprise at least 50% of the board.
※ Independence of non-executive directors
Pulmuone non-executive directors are not engaged to the Company and are not defined as those who do not fall under the following principles to define the independece of non-executive directors.
In addition, the independence of the board of directors is disclosed transparently via the intergrated report.
Classification | Name (Gender) |
Term (Date Appointed for the First Time) |
Background | Note | Liability insurance |
Status of concurrent posts |
---|---|---|---|---|---|---|
Outside Directors (Independent Directors) |
Youn Jang-bae (M) |
Mar. 2017 - Mar. 2020 (Mar. 2011) |
Agriculture and Commerce Policy Officer (Assistant Vice Minister) of the Ministry of Agriculture and Forestry Secretary to the President for Rural Affairs President of Korea Agro-Fisheries & Food Trade Corporation Currently Senior Advisor to Lee International, Inc. |
Independent Lead Director Chairperson of the Compensation Committee Chairperson of the Independent Director Evaluation Committee Member of the Strategy Committee Member of the General CEO Recommendation Committee |
O | - |
Won Chul-woo (M) |
Mar. 2017 - Mar. 2020 (Mar. 2011) |
Head of the DuPont Paint Department in the Asian region President of DuPont Korea Chairperson of ATMI Asia Currently a business consultant |
Member of the Compensation Committee Chairperson of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Chairperson of the ESG Committee |
O | - | |
Choi Jong-hag (M) |
Mar. 2019 - Mar. 2022 (Mar. 2016) |
Ph.D., University of Illinois at Urbana-Champaign MBA and BA, Seoul National University Independent Director of Franklin Templeton Investments Independent Director of Traston Asset Independent Director of Cube Entertainment Member of the Asset Operation Committee of Government Exployees Pension Service Member of the Asset Operation Committee of Teacher's Pension Currently Professor at Seoul National University Business School Currently Development Fund Director of Seoul National University and member of Seoul National University Fund Management Committee |
Member of the Independent Director Candidate Recommendation Committee Chairperson of the Audit Committee Member of the Strategy Committee |
O | Outside director & Member of Audit Committee of Amorepacific Group Member of Seoul National University Fund Management Committee |
|
Kim Young-june (M) |
Mar. 2019 - Mar. 2022 (Mar. 2016) |
Deputy Chief Prosecutor of the Chuncheon District Prosecutor’s Office First Deputy Chief Prosecutor of the Suwon District Prosecutor’s Office Research Fellow at the Institute of Justice Trial Director and Deputy Chief Prosecutor of the Seoul High Prosecutor’s Office Chief Prosecutor of the Changwon District Prosecutor’s Office Commissioner of Korea Immigration Service of the Ministry of Justice Currently Chief attorney of Samwoo |
Member of the Compensation Committee Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee |
O | Auditor of Daeyang Foundation | |
Cho Wha-joon (F) |
Mar. 2019 - Mar. 2022 (Jun. 2016) |
Indiana University Ph.D KT IRO KTF CFO Officer in charge of funds at KT BC Card CFO KT Capital CEO Currently Auditor of Mercedes Benz Financial Services Korea |
Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Member of the ESG Committee Member of the General CEO Recommendation Committee |
O | - | |
Chang Jae-sung (M) |
Mar. 2018 - Mar. 2021 (Mar. 2018) |
CEO of Kclavis Currently Director of IBK Securities |
Member of the Compensation Committee Member of the Independent Director Evaluation Committee Member of the Strategy Committee |
O | Non-executive Director of Twinsaver Non-executive Director of EK |
|
Lee Kyung-mi (F) |
Mar. 2019 - Mar. 2022 (Mar. 2019) |
Ph.D., Marketing (Social Psychology Minor), University of Illinois at Urbana-Champaign Master of Business Administration (Marketing Concentration), Seoul National University Bachelor of Business Administration, Seoul National University Yonsei University, School of Business, Assistant Professor of Marketing Currently Seoul National University, School of Business, Assistant Professor of Marketing |
Member of the Independent Director Evaluation Committee Member of the Strategy Committee Member of the ESG Committee |
O | - | |
Executive Directors | Lee Hyo-yul (M) |
Mar. 2019 - Mar. 2022 (Mar. 2013) |
Chief of Pulmuone Foods Co., Ltd. Currently General CEO of Pulmuone Co., Ltd. |
Chairperson of the Business Management Committee Member of the Strategy Committee |
O | - |
Lee Sang-Boo (M) |
Mar. 2018 - Mar. 2021 (Mar. 2018) |
Chief of Management Support Office at Pulmuone Food&Culture Co., Ltd. Currently Chief of Holdings Strategy Office at Pulmuone Co., Ltd., Chief of NFB Region Strategy Office, Chief of HLS Region BU |
Member of the Business Management Committee Member of the Strategy Committee |
O | - | |
Lee Woo-Bong (M) |
Mar. 2018 - Mar. 2021 (Mar. 2018) |
Chief of NFB Region Strategy Office Currently Chief of Pulmuone Food&Culture Co., Ltd. |
Member of the Business Management Committee | O | - | |
Non-executive Directors | Nam Seung-woo (M) |
Mar. 2018 - Mar. 2021 (Mar. 2018) |
General CEO of Pulmuone Co., Ltd. Currently Non-executive Director at Pulmuone Co., Ltd. |
Chairperson of the Board of Directors Chairperson of the Strategy Committee Chairperson of the General CEO Recommendation Committee |
O | - |
※ Directors of non-profit incorporated association or foundation corporation other than general corporate were also included in the status of concurrent posts.
Session | Date | Bill | Passed/Rejected | Participation of Independent Directors |
---|---|---|---|---|
First | February 25, 2016 | Bill No. 1: about the approval of the 32nd financial statements (consolidated and separate financial statements) | Passed | All five directors present |
Bill No. 2: about the decision on the 32nd cash dividend (proposal) | Passed | |||
Bill No. 3: about the decision to convene the 32nd regular shareholders’ meeting | Passed | |||
Bill No. 4: about approval of the operating report | Passed | |||
Bill No. 5: about the partial modification of the Articles of Association | Passed | |||
Bill No. 6: about the appointment of executive candidates | Passed | |||
Bill No. 7: about the appointment of the members of the Audit Committee | Passed | |||
Bill No. 8: about the decision on the ceiling of the wages of directors (proposal) | Passed | |||
Bill No. 9: about the approval of the rules for full-time advisors | Passed | |||
Bill No. 10: about the appointment of full-time advisors | Passed | |||
Bill No. 11: about the revision of the rule for retirement grants for directors | Passed | |||
Extraordinary Meeting | March 25, 2016 | Bill No. 1: about the approval of trades between the company and the directors, etc. | Passed | All six directors present |
Bill No. 2: about the delegation of the right to execute the decision on the ceiling of the wages of directors | Passed | |||
Bill No. 3: about the appointment of the members of the committees within the Board of Directors | Passed | |||
Second | May 3, 2016 | Bill No. 1: about the establishment of the Strategy Committee | Passed | All five directors present |
Bill No. 2: about the appointment of director candidates | Passed | |||
Bill No. 3: about the appointment of the members of the Audit Committee | Passed | |||
Bill No. 4: about the appointment of the members of the committees within the Board of Directors | Passed | |||
Bill No. 5: about the decision to convene the extraordinary shareholders’ meeting | Passed | |||
Third | June 27, 2016 | - | - | All six directors present |
Fourth | August 3, 2016 | - | - | Five of six directors present |
Fifth | November 2, 2016 | Bill No. 1: about the change of the publisher of the company newsletter for outside readers | Passed | All six directors present |
Sixth | December 2, 2016 | Bill No. 1: about the establishment of the Corporate Governance Charter | Passed | Five of six directors present |
Bill No. 2: about the revision of the rules of the Board of Directors | Passed | |||
Bill No. 3-1: about the revisions (passed) | Passed | |||
Bill No. 3-2: about the revision of the rules of the Audit Committee | Passed | |||
Bill No. 3-3: about the revision of the rules of the Strategy Committee | Passed | |||
Bill No. 3-4: about the revision of the rules of the Management Committee | Passed |
Session | Date | Bill | Passed/Rejected | Participation of Independent Directors |
---|---|---|---|---|
First | February 25, 2017 | Bill No. 1: about the approval of the 33rd financial statements (consolidated and separate financial statements) | Passed | Five of six directors present |
Bill No. 2: about the decision on the 33rd cash dividend (proposal) | Passed | |||
Bill No. 3: about the decision to convene the 33rd regular shareholders’ meeting | Passed | |||
Bill No. 4: about the approval of the operating report | Passed | |||
Bill No. 5: about the partial modification of the Articles of Association | Passed | |||
Bill No. 6: about the appointment of the multiple Representative Directors | Passed | |||
Bill No. 7: about the appointment of director candidates | Passed | |||
Bill No. 8: about the appointment of the members of the Audit Committee | Passed | |||
Bill No. 9: about the decision on the ceiling of the wages of directors (proposal) | Passed | |||
Bill No. 10: about the introduction of the electronic voting system | Passed | |||
Bill No. 11: about the modification of the rules of the Audit Committee | Passed | |||
Extraordinary Meeting | March 30, 2017 | Bill No. 1: about the approval of trades between the company and the directors, etc. | Passed | All six directors present |
Bill No. 2: about the delegation of the right to execute the decision on the ceiling of the wages of directors | Passed | |||
Bill No. 3: about the appointment of the members of the committees within the Board of Directors | Passed | |||
Second Session | April 28, 2017 | - | - | All six directors present |
Second Session | April 28, 2017 | - | - | All six directors present |
3rd | June. 30, 2017 | - | - | Four of six directors present |
4th | Aug. 03, 2017 | - | - | Five of six directors present |
5th | Oct. 24, 2017 | Agenda Item 1: Establishing ESG Committee within the Board of Directors | Passed | All six directors present |
Agenda Item 2: Establishing General CEO Recommendation Committee within the Board of Directors | Passed | |||
6th | Dec. 01, 2017 | Agenda Item 1: Approval on regulations of management succession plan | Passed | All six directors present |
Agenda Item 2: Appoint of General CEO | Passed | |||
Agenda Item 3: Appointment of the Head of the ESG Committee | Passed |
Session | Date | Bill | Passed/ Rejected |
Participation of Independent Directors | Participation of Independent Directors | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Park Jong-won (100%) |
Won Chul-woo (100%) |
Youn Jang-bae (100%) |
Choi Jong-hag (100%) |
Kim Young-june (75%) |
Cho Wha-joon (100%) |
Chang Jae-sung (100%) |
|||||
1st Extraordinary | Jan. 12, 2018 | Bill No. 1: Issuance of Pulmuone's redeemable convertible preferred stocks (RCPS) to 3rd parties | Passed | All six directors present (100%) |
O | O | O | O | O | O | - |
1st | Feb. 28, 2018 | Bill No. 1: Approval on 34th financial statements | Passed | All six directors present (100%) |
O | O | O | O | O | O | - |
Bill No. 2: Determination on 34th cash dividends (Draft) | |||||||||||
Bill No. 3: Determination on the call of 34th Annual Meeting of Shareholders | |||||||||||
Bill No. 4: Approval on business report | |||||||||||
Bill No. 5: Amending a part of the Articles of Association | |||||||||||
Bill No. 6: Amending regulations on the Board of Directors | |||||||||||
Bill No. 7: Appointment of director candidates | |||||||||||
Bill No. 8: Approval on director compensation limit (Draft) | |||||||||||
Bill No. 9: Introduction of electronic voting system | |||||||||||
2nd Extraordinary | Mar. 30, 2018 | Bill No. 1: Approval on transactions between directors, etc. and the Company | Passed | All seven directors present (100%) |
O | O | O | O | O | O | O |
Bill No. 2: Delegation of execution on director compensation limit to Business Management Committee | |||||||||||
Bill No. 3: Appointment of the Chair of the Board of Directors | |||||||||||
Bill No. 4: Appointment of members for committees within the Board of Directors | |||||||||||
2nd | Mar. 30, 2018 | Bill No. 1: Participation in Pulmuone Food's capital increase by issuance of new stock | Passed | All seven directors present (100%) |
O | O | O | O | O | O | - |
Bill No. 2: Amending regulations on Non-executive Director Recommendation Committee (Draft) | |||||||||||
Bill No. 3: Amending regulations on the Board of Directors (Draft) | |||||||||||
Bill No. 4: Appointment of lead non-executive director | |||||||||||
3rd | June 29, 2018 | - | - | Six of seven directors present (86%) |
O | O | O | O | X | O | O |
4th | Aug. 02, 2018 | Bill No. 1: Revision of the rules of the Pulmuone Corpoate Governance Charter | Passed | All seven directors present (100%) |
O | O | O | O | O | O | O |
5th | Nov. 02, 2018 | - | - | All seven directors present (100%) |
O | O | O | O | O | O | O |
6th | Nov. 30, 2018 | Bill No. 1: Approval on regulations of management succession plan | Passed | Six of seven directors present (86%) |
O | O | O | O | X | O | O |
Session | Date | Bill | Passed/ Rejected |
Participation of Independent Directors | Participation of Independent Directors | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Park Jong-won (100%) |
Won Chul-woo (100%) |
Youn Jang-bae (100%) |
Choi Jong-hag (100%) |
Kim Young-june (100%) |
Cho Wha-joon (100%) |
Chang Jae-sung (100%) |
Lee Kyung-mi (100%) |
|||||
1st | Feb. 27, 2019 | Bill No. 1: Determination on 35th cash dividends (Draft) | Passed | All seven directors present (100%) |
O | O | O | O | O | O | O | - |
Bill No. 2: Determination on the call of 35th Annual Meeting of Shareholders | ||||||||||||
Bill No. 3: Amending a part of the Articles of Association | ||||||||||||
Bill No. 4: Stock split Decision | ||||||||||||
Bill No. 5: Amending regulations on the Board of Directors | ||||||||||||
Bill No. 6: Appointment of director candidates | ||||||||||||
Bill No. 7: Appointment of a representative director | ||||||||||||
Bill No. 8: Appointment of a senior independent director | ||||||||||||
Bill No. 9: Appointment of the members of the Audit Committee | ||||||||||||
Bill No. 10: Approval on director compensation limit (Draft) | ||||||||||||
Bill No. 11: Introduction of electronic voting system | ||||||||||||
1st Extraordinary | Mar. 14, 2019 | Bill No. 1: Approval on 35th financial statements | Passed | All seven directors present (100%) |
O | O | O | O | O | O | O | - |
Bill No. 2: Approval on business report | ||||||||||||
2nd Extraordinary | Mar. 29, 2019 | Bill No. 1: Approval on transactions between directors, etc. and the Company | Passed | All seven directors present (100%) |
- | O | O | O | O | O | O | O |
Bill No. 2: Delegation of execution on director compensation limit to Business Management Committee | ||||||||||||
Bill No. 3: Appointment of a representative director | ||||||||||||
Bill No. 4: Appointment of members for committees within the Board of Directors | ||||||||||||
Bill No. 5: comprehensive share exchange of Pulmuone Foods Co., Ltd. & Pulmuone Greenjuice Co., Ltd. | ||||||||||||
2nd | April. 30, 2019 | - | - | All seven directors present (100%) |
- | O | O | O | O | O | O | O |
Classification | Major tasks | Composition | |
---|---|---|---|
Compensation Committee | Pre-examination of compensation, severance pay, stock options etc. | Outside Directors 4 | Youn Jang-bae(Chairperson), Kim Young-june, Won Chul-woo, Chang Jae-sung |
Independent Director Evaluation Committee | Evaluation of the activities of Outside Directors and the Board of Directors | Outside Directors 3 | Youn Jang-bae(Chairperson), Chang Jae-sung, Lee Kyung-mi |
Management Committee | Implementation of management matters delegated by the Board of Directors | Executive Directors 3 | Lee Hyo-yul(Chairperson), Lee Sang-Boo, Lee Woo-Bong |
Independent Director Candidate Recommendation Committee | Recommendation of Independent Director candidates | Outside Directors 4 | Won Chul-woo(Chairperson), Choi Jong-hag, Cho Wha-joon, Kim Young-june |
Audit Committee | Auditing of the company’s accounting and other business activities (each director’s performance of duties and execution of legal authority such as the appointment of outside auditors) | Outside Directors 4 | Choi Jong-hag(Chairperson), Won Chul-woo, Cho Wha-joon, Kim Young-june |
Strategy Committee | Mid-term Business Plan, Core M&A a preliminary review | Non-executive director 1, Executive Directors 2, Outside Directors 4 |
Nam Seung-woo(Chairperson), Lee Hyo-yul, Lee Sang-boo, Youn Jang-bae, Choi Jong-hag, Chang Jae-sung, Lee Kyung-mi |
ESG Committee | Review and monitor strategies/directions of sustainability management | Outside Directors 3 | Won Chul-woo(Chairperson), Cho Wha-joon, Lee Kyung-mi |
General CEO Recommendation Committee | Nominate and manage qualifying General CEO candidates | Non-executive director 1, Outside Directors 2 |
Nam Seung-woo(Chairperson), Youn Jang-bae, Cho Wha-joon |
Company name | Date of appointment | Contract period | Recent opinions |
---|---|---|---|
Samil PwC | February 12, 2015 | 2015-2017 (3 years) | Proper (2017) |
Samjong KPMG | February 18, 2018 | 2018-2020 (3 years) | Proper (2018) |
Classification | Name | Date of appointment | Term | Background | Note |
---|---|---|---|---|---|
Independent Directors | Choi Jong-hag | March 2019 | March 2019 - March 2022 | Ph.D., University of Illinois at Urbana-Champaign MBA and BA, Seoul National University Independent Director of Franklin Templeton Investments Independent Director of Traston Asset Independent Director of Cube Entertainment Member of the Asset Operation Committee of Government Exployees Pension Service Member of the Asset Operation Committee of Teacher's Pension Currently Professor at Seoul National University Business School Currently Development Fund Director of Seoul National University and member of Seoul National University Fund Management Committee |
Member of the Independent Director Candidate Recommendation Committee Chairperson of the Audit Committee Member of the Strategy Committee |
Won Chul-woo | March 2017 | March 2017 - March 2020 | Head of the DuPont Paint Department in the Asian region President of DuPont Korea Chairperson of ATMI Asia Currently a business consultant |
Member of the Compensation Committee Chairperson of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Chairperson of the ESG Committee |
|
Kim Young-june | March 2019 | March 2019 - March 2022 | Deputy Chief Prosecutor of the Chuncheon District Prosecutor’s Office First Deputy Chief Prosecutor of the Suwon District Prosecutor’s Office Research Fellow at the Institute of Justice Trial Director and Deputy Chief Prosecutor of the Seoul High Prosecutor’s Office Chief Prosecutor of the Changwon District Prosecutor’s Office Commissioner of Korea Immigration Service of the Ministry of Justice Currently Chief attorney of Samwoo |
Member of the Compensation Committee Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee |
|
Cho Wha-joon | March 2019 | March 2019 - March 2022 | Indiana University Ph.D KT IRO KTF CFO Officer in charge of funds at KT KTDS CFO BC Card CFO KT Capital CEO Currently Auditor of Mercedes Benz Financial Services Korea |
Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Member of the ESG Committee Member of the General CEO Recommendation Committee |
(Date: March 25, 2016)
Number of Issued Shares | Number of shares with the right to vote | Number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote) | Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) |
---|---|---|---|---|---|
3,809,095 | 3,724,125 | 3,230,895 | 2,438,111 | 792,784 | 24.54% |
Consenting Votes and Dissenting Votes for Each Bill | Consenting votes | Dissenting votes | Note |
---|---|---|---|
Percentage among the total shares present | Percentage among the total shares present | ||
Bill No. 1: about the approval of the 32nd statement of financial position, the statement of comprehensive income, and appropriation of retained earnings (proposal) | 99.8% | 0.2% | Passed as the original bill |
Bill No. 2: about the modification of the Articles of Association | 88.4% | 11.6% | Passed as the original bill |
Bill No. 3: about the appointment of directors | 89.9% | 10.1% | Passed as the original bill |
Bill No. 4: about the appointment of the members of the Audit Committee | 71.5% | 28.5% | Passed as the original bill |
Bill No. 5: about the approval of the ceiling of the wages of directors | 100.0% | 0.0% | Passed as the original bill |
Bill No. 6: about the revision of the company rules regarding retirement allowance for executives | 88.1% | 11.9% | Bills No. 1~5: passed without amendment The provision about “the limitation on the retirement allowance payment” was added to the original bill at the proposal of the Chairperson at the shareholders’ meeting. |
※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)
(Date: March 30, 2017)
Number of Issued Shares | Number of shares with the right to vote | Number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote) | Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) |
---|---|---|---|---|---|
3,809,095 | 3,724,125 | 3,390,338 | 2,438,111 | 952,227 | 28.09% |
Consenting Votes and Dissenting Votes for Each Bill | Consenting votes | Dissenting votes | Note |
---|---|---|---|
Percentage among the total shares present | Percentage among the total shares present | ||
Bill No. 1: about the approval of the 33rd financial statements | 99.9% | 0.1% | Passed as the original bill |
Bill No. 2: about the partial modification of the Articles of Association | 86.4% | 13.6% | Passed as the original bill |
Bill No. 3-1: about the appointment of Gwon Hyeok-hi as Executive Director | 100.0% | 0.0% | Passed as the original bill |
Bill No. 3-2: about the appointment of Won Cheol-woo as Independent Director | 97.6% | 2.4% | Passed as the original bill |
Bill No. 3-3: about the appointment of Yun Jang-bae as Independent Director | 97.6% | 2.4% | Passed as the original bill |
Bill No. 4: about the appointment of the members of the Audit Committee | 81.5% | 18.5% | Passed as the original bill |
Bill No. 5: about the approval of the ceiling of the wages of directors | 100.0% | 0.0% | Passed as the original bill |
※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)
(Date: March 30, 2018)
Number of Issued Shares | Number of shares with the right to vote | Number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote) | Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) |
---|---|---|---|---|---|
3,809,095 | 3,724,125 | 2,883,453 | 2,279,009 | 604,444 | 20.96% |
Consenting Votes and Dissenting Votes for Each Bill | Consenting votes | Dissenting votes | Note |
---|---|---|---|
Percentage among the total shares present | Percentage among the total shares present | ||
Bill No. 1: Approval of 34th financial statements | 99.8% | 0.2% | Passed as the original bill |
Bill No. 2: Amending a part of the Articles of Association | 99.3% | 0.7% | Passed as the original bill |
Bill No. 3-1: Appointment of Nam Seung-Woo as an other non-executive director | 100.0% | 0.0% | Passed as the original bill |
Bill No. 3-2: Appointment of Lee Sang-Boo as an executive director | 83.2% | 16.8% | Passed as the original bill |
Bill No. 3-3: Appointment of Lee Woo-Bong as an executive director | 83.2% | 16.8% | Passed as the original bill |
Bill No. 3-4: Appointment of Chang Jae-Seong as an Outside Directors (Independent Directors) | 83.2% | 16.8% | Passed as the original bill |
Bill No. 4: Approval on director compensation limit | 100.0% | 0.0% | Passed as the original bill |
※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)
(Date: March 29, 2019)
Number of Issued Shares | Number of shares with the right to vote | Number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote) | Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) |
---|---|---|---|---|---|
4,212,553 | 4,127,583 | 3,313,702 | 2,310,912 | 1,002,790 | 30.26% |
Consenting Votes and Dissenting Votes for Each Bill | Consenting votes | Dissenting votes | Note |
---|---|---|---|
Percentage among the total shares present | Percentage among the total shares present | ||
Bill No. 1: Approval of 35th financial statements | 99.8% | 0.2% | Passed as the original bill |
Bill No. 2: Amending a part of the Articles of Association | 100.0% | 0.0% | Passed as the original bill |
Bill No. 3: Stock split Decision | 100.0% | 0.0% | Passed as the original bill |
Bill No. 4-2: Appointment of Cho Wha-joon as an Outside director (Independent Director) | 97.3% | 2.7% | Passed as the original bill |
Bill No. 4-3: Appointment of Choi Jong-hag as an Outside director (Independent Director) | 99.9% | 0.1% | Passed as the original bill |
Bill No. 4-4: Appointment of Kim Young-june as an Outside director (Independent Director) | 99.9% | 0.1% | Passed as the original bill |
Bill No. 4-5: Appointment of Lee Kyung-mi as an Outside director (Independent Director) | 99.9% | 0.1% | Passed as the original bill |
Bill No. 5-1: Appointment of Choi Jong-hag as a member of the Audit Committee | 99.7% | 0.3% | Passed as the original bill |
Bill No. 5-2: Appointment of Cho Wha-joon as a member of the Audit Committee | 88.2% | 11.8% | Passed as the original bill |
Bill No. 5-3: Appointment of Kim Young-june as a member of the Audit Committee | 99.7% | 0.3% | Passed as the original bill |
Bill No. 6: Approval on director compensation limit | 89.8% | 10.2% | Passed as the original bill |
※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)
(Date: June 16, 2016)
Number of Issued Shares | Number of shares with the right to vote | Number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) | Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote) | Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote) |
---|---|---|---|---|---|
3,809,095 | 3,724,125 | 3,283,939 | 2,438,111 | 845,828 | 25.76% |
Consenting Votes and Dissenting Votes for Each Bill | Consenting votes | Dissenting votes | Note |
---|---|---|---|
Percentage among the total shares present | Percentage among the total shares present | ||
Bill No. 1: about the appointment of directors | 99.996% | 0.004% | Passed as the original bill |
Bill No. 2: about the appointment of the members of the Audit Committee | 99.98% | 0.02% | Passed as the original bill |
※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)
Year | 2015 | 2016 | 2017 | 2018 |
---|---|---|---|---|
Overall | B+ | A | A+ | A+ |
Environmental | B+ | A | A | A |
Social | B+ | A+ | A | A |
Governance | B+ | A | A+ | A+ |
※ Evaluation organization: Korea Corporate Governance Service
Recommendations Based on Best Practices | Whether such recommendations were adopted | Note |
---|---|---|
Introduction of the Corporate Governance Charter | Ο | |
Adoption of the Code of Ethics for the Board of Directors and employees | Ο | |
Adoption of the concentrated voting system and its announcement | X | |
Announcement of whether Independent Directors form the majority of the Board of Directors | Ο | Independent Directors 7, Executive Directors 3, Non-executive Directors 1 |
Separation of the CEO and Chairperson of the Board of Directors or appointment of senior Independent Directors | Ο | Separation of the CEO and Chairperson of the Board of Directors |
Announcement of the details of the Board’s activities, the Board’s attendance rate, and whether major items on the agenda were passed | Ο | |
Composition of the Director Candidate Recommendation Committee | Ο | Independent Directors 4 |
Composition of the Compensation Committee | Ο | Independent Directors 4 |
Announcement of whether the Audit Committee is fully composed of Independent Directors | Ο | Independent Directors 4 |
Adoption of rules and regulations for the roles and operating procedures of the Board of Directors and its Committees | Ο | |
Joining of compensation liability insurance for directors at the company’s expense | Ο | Joined in December 2018 |
Evaluation of the activities of the Board of Directors | Ο | |
Maintenance of independence of Outside Auditors | Ο | |
Verification of the accuracy and integrity of financial reports made by the CEO and CFO | Ο | |
Explanation about the differences from the Best Practices | Ο | |
Announcement (in Korean and English) of the audit report and important notices | X | Announcements in Korean |
1. Ground Rules for Taxes |
|
---|---|
2. Tax Risk Management |
|
3. Elimination of Tax Avoidance |
|
Classification | FY2017 | FY2018 | FY2019 |
---|---|---|---|
Revenue | 2,195,658 | 2,271,973 | 2,381,451 |
Operating Profit | 52,779 | 40,248 | 30,571 |
Corportate tax | 21,290 | 14,952 | 14,422 |
- Corporate tax paid by Pulmuone totaled 144.2 billion won in 2019, increased by 6.8% from 135.1 billion won in 2018.
Classification | FY2018 | FY2019 | Two-year average |
---|---|---|---|
Pre-Tax Profit | 24,485 | 6,886 | |
Nominal amount of tax* | 13,505 | 14,422 | |
Nominal rate of tax | 55.2% | 209.4% | 132.3% |
Real amount of tax** | 12,257 | 15,418 | |
Real rate of tax | 50.1% | 223.9% | 137.0% |
* Nominal amount of tax : Corporate tax according to applied tax rates
** Real amount of tax : Corporate tax recognized net income or loss
Classification | Revenue | Operating Profit | Corporate Tax* |
---|---|---|---|
Korea | 2.727.581 | 69,802 | 14,693 |
USA | 213,101 | (19,468) | - |
China | 38,167 | (5,855) | - |
Japan | 117,785 | (10,652) | - |
Vietnam | - | - | - |
etc** | (715,183) | (3,255) | (271) |
Total | 2,381,451 | 30,571 | 14,422 |
* Criteria for accrual based on K-IFRS
** Reflects internal transactions and consolidation adjustments between consolidated entities
※ In the case of total amount. A difference occurs due to rounding