IR Information
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informed decisions. Based on our long history of reliable and trustworthy business practices,
we will make the lives of our customers more affluent.
Information on the Board of
Directors ("BOD")
Inside Director Profile
Woo Seok KIM (金優錫)
- CEO
- Chairman of Board of Directors
- APPOINTMENT :
- Dec 16, 2025
- TERM :
- 2 years
- CAREER
- B.A Department of Applied Statistics, Yonsei University
- Head of Management Support Office, Hanwha Techwin
- CEO, Hanwha Convergence
- CFO, Hanwha Corporation
- CEO, E&C Division, Hanwha Corporation (Current)
Dong Kwan KIM (金東官)
- CEO
- APPOINTMENT :
- Mar 28, 2024 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.A. Government, Harvard University
- CCO, HANWHA Q Cells & Advanced Materials Corporation
- Non-Executive Director, Satrec Initiative
- CEO, Hanwha Corporation (Current)
- CEO, Hanwha Solutions (Current)
- CEO, Hanwha Aerospace (Current)
- CEO, Hanwha Impact (Current)
- Non-Executive Director, Hanwha Ocean (Current)
Du Hyoung RYOO (柳斗馨)
- CEO
- Member of ESG Committee
- APPOINTMENT :
- Oct 30, 2025 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.B.A., Seoul National University
- CEO, Hanwha Energy
- CEO, Advanced Materials Division, Hanwha Solutions
- CEO, Momentum Division, Hanwha Corporation
- CEO, Hanwha Precision Machinery
- Director of Planning Department, Hanwha Ocean
- CEO, Global Division, Hanwha Corporation
Outside Director Profile
Suk Jae LEE (李碩宰)
- Chairman of Outside Director Candidate Recommendation Committee
- Chairman of Compensation Committee
- Member of Audit Committee
- APPOINTMENT :
- Mar 28, 2024 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.A. Philosophy, Seoul National University
- M.A. Philosophy, Seoul National University
- Ph.D. Philosophy, Yale University
- Professor, Ohio State University
- Dean, College of Humanities, Seoul National University
- Director, Chey Institute for Advanced Studies (Current)
- Outside Director (Audit), Shinsegae I&C (Current)
- Director&Professor, Dept. of Philosophy, Seoul National University (Current)
- Outside Director, Hanwha Corporation (Current)
Ik Hwan KWON (權益煥)
- Chairman of Internal Transaction Committee
- Member of Audit Committee
- Member of ESG Committee
- APPOINTMENT :
- Mar 28, 2024 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.L. Law, Seoul National University
- Chief Prosecutor, Daejeon District Prosecutors' Office
- Chief Prosecutor, Seoul Southern District Prosecutors' Office
- Representative Lawyer, Ik Hwan Kwon Law Firm
- Outside Director (Audit), SK Bioscience (Current)
- Lawyer, Kim & Chang Law Firm (Current)
- Outside Director, Hanwha Corporation (Current)
Hye Ryung BYON (卞惠鈴)
- Chairman of ESG Committee
- Member of Internal Transaction Committee
- Member of Outside Director Candidate Recommendation Committee
- Member of Compensation Committee
- APPOINTMENT :
- Mar 28, 2024 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.S. Chemistry and Physics, Sookmyung Women's University
- Ph. D. Chemistry, POSTECH
- Postdoctoral Associate, MIT
- Adjunct Associate Professor, Tokyo Institute of Technology
- Principal Investigator, RIKEN, Japan
- Assistant Professor, KAIST (Current)
- Outside Director, Hanwha Corporation (Current)
Yong Gyu LEE (李瑢圭)
- Chairman of Audit Committee
- Member of Internal Transaction Committee
- Member of Compensation Committee
- Member of Outside Director Candidate Recommendation Committee
- APPOINTMENT :
- Mar 26, 2025 (Re-appointed)
- TERM :
- 2 years
- CAREER
- B.A. Economics, Seoul National University
- M.B.A. Accounting, Seoul National University
- M.A.S. Accounting, University of Illinois at Urbana-Champaign
- Ph.D. Business Administration (Accounting), Columbia University
- C.P.A. Senior Auditor/Staff Accountant, Samjong KPMG Accounting Corp.
- Assistant Professor of Accountancy, Baruch College–City University of NY
- Associate Professor of Accounting, Sungkyunkwan University
- Associate Professor of Accounting, Seoul National University (Current)
- Outside Director, Hanwha Corporation (Current)
BOD Composition
(Chairman: Woo Seok KIM / No. of Directors: 7)
※ As of December 16, 2025
| Classification | Position | Name | Date Appointed | Tenure | Responsibility | Liability Insurance |
|---|---|---|---|---|---|---|
| Inside Director |
CEO | Dong Kwan KIM | Mar 28, 2024 | 2 years | Strategy Division CEO | Covered |
| CEO | Du Hyoung RYOO | Oct 30, 2025 | 2 years | Global Division CEO | Covered | |
| CEO | Woo Seok KIM | Dec 16, 2025 | 2 years | E&C Division CEO | Covered | |
| Outside Director |
Director | Suk Jae LEE | Mar 28, 2024 | 2 years | Audit Committee Member | Covered |
| Director | Ik Hwan KWON | Mar 28, 2024 | 2 years | Audit Committee Member | Covered | |
| Director | Hye Ryung BYON | Mar 28, 2024 | 2 years | - | Covered | |
| Director | Yong Gyu LEE | Mar 26, 2025 | 2 years | Audit Committee Member | Covered |
Committees under the BOD
| Committee Name | Composition | Key Responsibility | Remarks | |
|---|---|---|---|---|
| Executive Director |
Outside Director |
|||
| Audit Committee | - | 3 Directors (Yong Gyu LEE(Chairman), Ik Hwan KWON, Suk Jae LEE) |
Conducting audits on the business and its accounting practices | |
| Outside Director Candidate Recommendation Committee |
- | 3 Directors (Suk Jae LEE(Chairman), Hye Ryung BYON, Yong Gyu LEE) |
Providing recommendations for outside director candidates | |
| Internal Transaction Committee |
- | 3 Directors (Ik Hwan KWON(Chairman), Yong Gyu LEE, Hye Ryung BYON) |
Approving transactions of funds, securities, and assets of KRW 8 billion or more in value with domestic affiliatess Approving transactions of goods and services of KRW 10 billion or more in quarterly cumulative value with relative companies |
|
| ESG Committee | 1 Director (Du Hyoung RYOO) |
2 Directors (Hye Ryung BYON(Chairman), Ik Hwan KWON) |
Reviewing policies on sustainable management and compliance management | |
| Compensation Committee | 3 Directors (Suk Jae LEE(Chairman), Hye Ryung BYON, Yong Gyu LEE) |
Improving fairness and transparency in compensation for directors | ||
-
22025 BOD Operation
2025 board of directors operational status table: Order, Holding date, Bills, Attendence No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Seung
Mo
KIMDong
Kwan
KIMKi Won
YANGDu
Hyoung
RYOOWoo
Seok
KIMSuk Jae
LEEIk Hwan
KWONHye
Ryung
BYONEdwin
FEULNERYong
Gyu
LEENote 1 Feb 11, 2025 · Hanwha Corp. 2025 Safety&Health Planning 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Before
Appoint
-ment
(Appointed
on Oct 30)Before
Appoint
-ment
(Appointed
on Dec 16)Approved Approved Approved Approved Approved · Report on 2024 Performance and 2025 Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 4Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on 2024 4Q New/Extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 73rd Financial Period(2024) Separate Financial Statement Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on the 2024 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on Compliance Performance in 2024 and Compliance Plan for 2025 Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 2 Feb 25, 2025 · Convening the 73rd (2024) Annual General Meeting of Shareholders and Approval of Reporting and Agenda Items 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of the 73rd (2024) Financial Statement (including the statement on the disposition of retained earnings), Consolidated Financial Statement, and Business Report Approved Approved Approved Approved Approved Approved Approved Approved Approved · Partial Amendment of the Articles of Incorporation Approved Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Directors Approved Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Outside Directors to become members of the Audit Committee Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Director Compensation Limit Approved Approved Approved Approved Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 73rd (2024) Annual General Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Changes to Executive System Approved Approved Approved Approved Approved Approved Approved Approved Approved · Revision of Regulations on Executive Remuneration Approved Approved Approved Approved Approved Approved Approved Approved Approved · Grant of Restricted Stock Units for 2025 Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Concurrent Position as Executive Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of the Treasury Stock Report Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · 2024 Report on Evaluation Results of the Audit Committee of the Internal Accounting Control System Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 ESG Management Performance and 2025 Plan Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Hanwha Corp. Occupational Safety and Health Management Policy Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 3 Mar 26, 2025 · Appointment of the Chairman of the Board 7 out of
8 Directors
(2 Inside/
5 Outside)Approved Approved Absence Approved Approved Approved Approved Approved Approved · Appointment of the CEO Approved Approved Absence Approved Approved Approved Approved Approved Approved · Additional Amendment to the Regulations on Executive Remuneration Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Absence Approved Approved Approved Approved Approved Approved · Amendment to Retirement Pension Rules Approved Approved Absence Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Transaction Limit with Financial Affiliates Approved Approved Absence Approved Approved Approved Approved Approved Approved · Settlement of Hanwha Brand License for 2024 and Contract Modification for 2025 Approved Approved Absence Approved Approved Approved Approved Approved Approved · Composition of Committees within the BOD Approved Approved Absence Approved Approved Approved Approved Approved Approved · Participation in the Paid-in Capital Increase Allocated to Shareholders of Hanwha Aerospace Approved Approved Absence Approved Approved Approved Approved Approved Approved 4 Apr 18, 2025 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved 5 Apr 30, 2025 · Approval of Changes to Participation in the Paid-in Capital Increase Allocated to Shareholders of Hanwha Aerospace 7 out of
8 Directors
(2 Inside/
5 Outside)Approved Approved Absence Approved Approved Approved Approved Approved Approved 6 May 14, 2025 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Revision of RSU Program Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Purchase of Directors & Officers Liability Insurance Approved Approved Approved Approved Approved Approved Approved Approved Approved · Acquisition of Freight Forwarding Business Approved Approved Approved Approved Approved Approved Approved Approved Approved · 2025 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2025 1Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · New/Extended Loans in 2025 1Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2025 1Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 7 Jun 30, 2025 · Approval of Transactions between the Directors, etc. and the Company 7 out of
8 Directors
(2 Inside/
5 Outside)Approved Approved Absence Approved Approved Approved Approved Approved Approved · Amendment to the Nitric Acid Production Facility Investment – Global Division Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Changes to Participation in the Paid-in Capital Increase Allocated to Shareholders of Hanwha Aerospace Approved Approved Absence Approved Approved Approved Approved Approved Approved · Revision of RSU Program Approved Approved Absence Approved Approved Approved Approved Approved Approved · Amendment to 2025 RSU Grant Approved Approved Absence Approved Approved Approved Approved Approved Approved · Retroactive Application of RSU Grants for 2020-2024 Approved Approved Absence Approved Approved Approved Approved Approved Approved 8 Aug 13, 2025 · Approval of Transactions between the Directors, etc. and the Company 7 out of
7 Directors
(3 Inside/
4 Outside)Approved Approved Approved Approved Approved Approved Approved After
Resignation
(Resigned
on
Jul 18)Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Joint Guarantee for the Principal Debtor of Sale Guarantees by Korea Housing and Urban Guarantee Corporation Approved Approved Approved Approved Approved Approved Approved Approved · Participation in the Paid-in Capital Increase Allocated to Shareholders of Hanwha Robotics Approved Approved Approved Approved Approved Approved Approved Approved · Amendment of the Corporate Governance Charter Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of a Committee Member within the BOD Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Compliance Officer Approved Approved Approved Approved Approved Approved Approved Approved · Report on 2025 1H Performance and 2H Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2025 2Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ · New/Extended Loans in 2025 2Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2025 2Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ 9 Sep 11, 2025 · Convening the 2025 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items 6 out of
7 Directors
(2 Inside/
4 Outside)Approved Approved Absence Approved Approved Approved Approved Approved · Appointment of Inside Director Approved Approved Absence Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 2025 Temporary Meeting of Shareholders Approved Approved Absence Approved Approved Approved Approved Approved · Setting Base Date for Confirming Shareholders Approved Approved Absence Approved Approved Approved Approved Approved · Appointment of Compliance Officer Approved Approved Absence Approved Approved Approved Approved Approved 10 Sep 24, 2025 · Approval of Transactions between the Directors, etc. and the Company 7 out of
7 Directors
(3 Inside/
4 Outside)Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved 11 Oct 30, 2025 · Appointment of the CEO 7 out of
7 Directors
(3 Inside/
4 Outside)Approved Approved Approved After
Resignation
(Resigned
on
Oct 30)Approved Approved Approved Approved Approved · Appointment of General Manager Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of a Committee Member within the BOD Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Sale Guarantee by Korea Housing and Urban Guarantee Corporation Approved Approved Approved Approved Approved Approved Approved Approved · Report on the Extension of Joint Guarantee for the Principal Debtor of Payment Guarantee Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ 12 Nov 04, 2025 · Appointment of the Chairman of the Board 6 out of
6 Directors
(2 Inside/
4 Outside)Approved After
Resignation
(Resigned
on
Oct 31)Approved Approved Approved Approved Approved Approved · Convening the 2025 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items Approved Approved Approved Approved Approved Approved Approved · Appointment of Inside Director Approved Approved Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 2025 Temporary Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved · Setting Base Date for Confirming Shareholders Approved Approved Approved Approved Approved Approved Approved 13 Nov 13, 2025 · Approval of Transactions between the Directors, etc. and the Company 6 out of
6 Directors
(2 Inside/
4 Outside)Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved · Amendment of the Corporate Governance Charter Approved Approved Approved Approved Approved Approved Approved · Report on 2025 3Q Performance and 4Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ · 2025 3Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ · Report on 2025 3Q New/Extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ · 2025 3Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ 14 Nov 27, 2025 · Participation in the Paid-in Capital Increase Allocated to Shareholders of Hanwha Machinery Corporation 6 out of
6 Directors
(2 Inside/
4 Outside)Approved Approved Approved Approved Approved Approved Approved 15 Dec 16, 2025 · Appointment of the Chairman of the Board 7 out of
7 Directors
(3 Inside/
4 Outside)Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of the CEO Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved · Delegation to the CEO of Corporate Bond Issuance Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transaction Limit with Financial Affiliates Approved Approved Approved Approved Approved Approved Approved Approved · Delegation of Authority for Approval of New Loan Agreements and Maturity Extensions Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved · Amendment of the Amount of Sale Guarantee Provided by Korea Housing and Urban Guarantee Corporation Approved Approved Approved Approved Approved Approved Approved Approved · Hanwha Brand License Agreement for 2026 Approved Approved Approved Approved Approved Approved Approved Approved ※ Note- 1) To enhance outside directors’ understanding Before the Board meeting and support the decision-making process, pre-briefing sessions are held on Board agenda items. Agenda materials are provided beforehand to allow ample review time, and if necessary, additional explanations may be obtained from relevant executives and employees.
- 2) In the case of important agenda items, independent external advisory firms (e.g., law firms, accounting firms) that have no vested interests in the Company are selected to provide professional and objective advice. These external advisors attend both the pre-briefing sessions and the Board of Directors meetings to present their opinions.
- 3) All proceedings of the Board of Directors meetings are thoroughly recorded and retained, and the opinions of outside directors are duly reflected.
- 4) The above procedures help directors deepen their understanding of the agenda items and participate more substantively in the decision-making process, thereby enhancing the transparency and reliability of the Board of Directors’ operations.
- 5) Each director did not take part in voting on items in which they had a conflict of interest.
-
12024 BOD Operation
2024 board of directors operational status table: Order, Holding date, Bills, Attendence No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Seung
Mo
KIMDong
Kwan
KIMKi Won
YANGSeung
Heon
KIMSuk Jae
LEEIk Hwan
KWONHye
Ryung
BYONEdwin
FEULNERYong
Gyu
LEENote 1 Feb 14, 2024 · Hanwha Corp. 2024 HSE Planning 9 out of
9 Directors
(3 Inside/
6 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Donation to Hanwha Foundation of Culture Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Report on 2023 Performance and 2024 Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on 2023 4Q New/extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 72nd Financial Period(2023) Separate Financial Statement Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on the 2023 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on Compliance Performance in 2023 and Compliance Plan for 2024 Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2023 4Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on 248th Issuance of Private Placement Floating Rate Note (FRN) Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 2 Feb 22, 2024 · Establishment of Compensation Committee and Revision of the Regulations of the Board of Directors 9 out of
9 Directors
(3 Inside/
6 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Members of the Compensation Committee Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved 3 Feb 28, 2024 · Convening the 72nd (2023) Annual General Meeting of Shareholders and Approval of Reporting and Agenda Items 9 out of
9 Directors
(3 Inside/
6 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of the 72nd (2023) Financial Statement (including the statement on the disposition of retained earnings), Consolidated Financial Statement, and Business Report Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Partial Amendment of the Articles of Incorporation Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Directors Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Appointment of Audit Committee Members as Outside Directors Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Director Compensation Limit Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 72nd Annual General Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Concurrent Position as Executive Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved · 2023 Report on Evaluation Results of the Audit Committee of the Internal Accounting Control System Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 4 Mar 28, 2024 · Appointment of the CEO 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved After
retirementApproved Approved Approved Approved Approved Expiration
of the term
of outside director
Seung Heon KIM
on Mar 28· Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transaction Limit with Financial Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved · Settlement of Hanwha Brand License for 2023 and Contract Modification for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved · Composition of Committees within the BOD Approved Approved Approved Approved Approved Approved Approved Approved Approved · 250th Issuance of Unsecured Corporate Bonds Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Submission of Documents for License Renewal of Iraq Office Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 5 Apr 03, 2024 · Report on Key Business Issue 7 out of
8 Directors
(2 Inside/
5 Outside)Reported ◎ Absence ◎ ◎ ◎ ◎ ◎ ◎ · Approval of SE(Solar Equipment) Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Momentum Division Split-off Plan Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Wind Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Plant Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved · Convening the 2024 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items Approved Approved Absence Approved Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 2024 Temporary Meeting of Shareholders Approved Approved Absence Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Absence Approved Approved Approved Approved Approved Approved 6 Apr 24, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved 7 May 14, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Donation to Hanwha Foundation of Culture Approved Approved Approved Approved Approved Approved Approved Approved Approved · 2024 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · New/extended Loans in 2024 1Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 1Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 1Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 8 Jul 01, 2024 · Report on Completion of Momentum Division Split-off and Approval for Public Notice 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Closure of Hanwha Corp. Czech Branch Approved Approved Approved Approved Approved Approved Approved Approved Approved · Agreement on Plant Business Transfer Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Concurrent Position as Executive Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Purchase of Directors & Officers Liability Insurance Approved Approved Approved Approved Approved Approved Approved Approved Approved · Revision of Regulations on Executive Remuneration Approved Approved Approved Approved Approved Approved Approved Approved Approved · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved 9 Jul 05, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Acquisition of Treasury Stocks (1st preferred stock) Approved Approved Approved Approved Approved Approved Approved Approved Approved · Setting Base Date for Confirming Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved 10 Aug 13, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Report on 2024 1H Performance and 2H Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · New/extended Loans in 2024 2Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 2Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 2Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 11 Aug 22, 2024 · Approval of Internal Transaction with a Domestic Affiliate 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Performance Guarantee to a Domestic Subsidiary Approved Approved Approved Approved Approved Approved Approved Approved Approved 12 Sep 11, 2024 · Approval of Concurrent Position as Executive 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved 13 Sep 25, 2024 · Retirement of Treasury Stocks (Capital Reduction) 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Convening the 2024 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items Approved Approved Approved Approved Approved Approved Approved Approved Approved · Initiation of Electronic Voting for the 2024 Temporary Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Setting Base Date for Confirming Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Sales of New Stay Stocks Approved Approved Approved Approved Approved Approved Approved Approved Approved 14 Oct 11, 2024 · Approval of Transactions with Interested Persons Including Major Shareholders 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved · Termination of Changwon Pungho Jangcheon District Land Purchase Contract Approved Approved Approved Approved Approved Approved Approved Approved Approved 15 Nov 13, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval for Signing Amendment Contract of the Iraq BNCP Project Approved Approved Approved Approved Approved Approved Approved Approved Approved · Hanwha Brand License Agreement for 2025 Approved Approved Approved Approved Approved Approved Approved Approved Approved · Report on 2024 3Q Performance and 4Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 3Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · Report on 2024 3Q New/extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ · 2024 3Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ 16 Nov 21, 2024 · Execution of Wind Power Business Transfer Completion Agreement etc. 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved 17 Dec 04, 2024 · Retirement of Treasury Stocks 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Amendment of Internal Accounting Control Regulations Approved Approved Approved Approved Approved Approved Approved Approved Approved 18 Dec 18, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
8 Directors
(3 Inside/
5 Outside)Approved Approved Approved Approved Approved Approved Approved Approved Approved · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved · Delegation to the CEO of Corporate Bond Issuance Approved Approved Approved Approved Approved Approved Approved Approved Approved · Delegation of Authority to Approve New Borrowing / Payment Guarantee Contract and Renewal Approved Approved Approved Approved Approved Approved Approved Approved Approved · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved · Report on Improvements to the Board Operation System Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ※ Note- 1) To enhance outside directors’ understanding prior to the Board meeting and support the decision-making process, pre-briefing sessions are held on Board agenda items. Agenda materials are provided beforehand to allow ample review time, and if necessary, additional explanations may be obtained from relevant executives and employees.
- 2) In the case of important agenda items, independent external advisory firms (e.g., law firms, accounting firms) that have no vested interests in the Company are selected to provide professional and objective advice. These external advisors attend both the pre-briefing sessions and the Board of Directors meetings to present their opinions.
- 3) Upon the request of outside directors, additional pre-briefing sessions are held to facilitate a deeper understanding of the agenda items. (e.g., two pre-briefing sessions were held for BOD on February 14, 2024 and BOD on May 14, 2024.)
- 4) All proceedings of the Board of Directors meetings are thoroughly recorded and retained, and the opinions of outside directors are duly reflected.
- 5) The above procedures help directors deepen their understanding of the agenda items and participate more substantively in the decision-making process, thereby enhancing the transparency and reliability of the Board of Directors’ operations.
Composition of Audit Committee
※ As of October 30, 2025
| Title | Name | Appointment of Committee Member (Chairman) | Term of Committee Member (Chairman) | Key Responsibility |
|---|---|---|---|---|
| Committee Chairman/ Outside Director |
Yong Gyu LEE | Member: Mar 26, 2025 Chairman: Mar 26, 2025 |
2 years | Conducting audits on the business and its accounting practices |
| Committee Member/ Outside Director |
Ik Hwan KWON | Mar 28, 2024 | 2 years | |
| Committee Member/ Outside Director |
Suk Jae LEE | Mar 28, 2024 | 2 years |
Composition of Outside Director Candidate Recommendation Committee
※ As of October 30, 2025
| Title | Name | Appointment of Committee Member (Chairman) | Term of Committee Member (Chairman) | Key Responsibility |
|---|---|---|---|---|
| Committee Chairman/ Outside Director |
Suk Jae LEE | Member: Mar 26, 2025 Chairman: Mar 26, 2025 |
1 year | Providing recommendations for outside director candidates |
| Committee Member/ Outside Director |
Hye Ryung BYON | Mar 26, 2025 | 1 year | |
| Committee Member/ Outside Director |
Yong Gyu LEE | Aug 13, 2025 | 1 year |
Composition of Internal Transaction Committee
※ As of October 30, 2025
| Title | Name | Appointment of Committee Member (Chairman) | Term of Committee Member (Chairman) | Key Responsibility |
|---|---|---|---|---|
| Committee Chairman/ Outside Director |
Ik Hwan KWON | Member: Mar 26, 2025 Chairman: Mar 26, 2025 |
1 year | Approving transactions of funds, securities, and assets of KRW 8 billion or more in value with domestic affiliatess Approving transactions of goods and services of KRW 10 billion or more in quarterly cumulative value with relative companies |
| Committee Member/ Outside Director |
Yong Gyu LEE | Mar 26, 2025 | 1 year | |
| Committee Member/ Outside Director |
Hye Ryung BYON | Mar 26, 2025 | 1 year |
Composition of ESG Committee
※ As of October 30, 2025
| Title | Name | Appointment of Committee Member (Chairman) | Term of Committee Member (Chairman) | Key Responsibility |
|---|---|---|---|---|
| Committee Chairman/ Outside Director |
Hye Ryung BYON | Member: Mar 26, 2025 Chairman: Mar 26, 2025 |
1 year | Reviewing policies on sustainable management and compliance management |
| Committee Member/ Outside Director |
Ik Hwan KWON | Mar 26, 2025 | 1 year | |
| Committee Member/ Inside Director |
Du Hyoung RYOO | Oct 30, 2025 | 1 year |
Composition of Compensation Committee
※ As of October 30, 2025
| Title | Name | Appointment of Committee Member (Chairman) | Term of Committee Member (Chairman) | Key Responsibility |
|---|---|---|---|---|
| Committee Chairman/ Outside Director |
Suk Jae LEE | Member: Mar 26, 2025 Chairman: Mar 26, 2025 |
1 year | Improving fairness and transparency in compensation for directors |
| Committee Member/ Outside Director |
Hye Ryung BYON | Mar 26, 2025 | 1 year | |
| Committee Member/ Outside Director |
Yong Gyu LEE | Mar 26, 2025 | 1 year |
-
22025 Committees Operation
[2025 Operation of Audit Committee]
Operation of Audit Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Yong Gyu
LEEIk Hwan
KWONSuk Jae
LEENote 1 2025.
02.11· Report on the Performance Status of Hanwha Corporation Internal Audit 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ · Report on the Performance Results of 2024 4Q Disclosure Reported ◎ ◎ ◎ · Report on Major Business Performance in 2024 and 2025 Implementation Plan Reported ◎ ◎ ◎ · 73rd Financial Period(2024) Separate Financial Statement Report Reported ◎ ◎ ◎ · Report on the 2024 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎ · Covening an Evaluation Meeting on the Operation Status of the Internal Accounting Management System in 2024 Approved Approved Approved Approved 2 2025.
02.25· Adoption of Internal Accounting Management System Evaluation Report 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Report on the 73rd (2024) Financial Statements (including the statement of disposition of retained earnings), Consolidated Financial Statements and Operating Reports Reported ◎ ◎ ◎ · Report on External Audit Results Reported ◎ ◎ ◎ · Submission of the Audit Opinion on the Internal Monitoring Device Approved Approved Approved Approved · Submission of Audit Report Approved Approved Approved Approved 3 2025.
03.26· Appointment of the Chairman of Audit Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 4 2025.
05.14· Report on the Annual Operation Plan of the Internal Accounting Management System in 2025 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ · Report on the Performance Results of 2025 1Q Disclosure Reported ◎ ◎ ◎ · 2025 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎ · 2025 1Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2025 1Q External Audit Results Reported ◎ ◎ ◎ 5 2025.
08.11· Approval of Audit Fees for External Auditor 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Report on the Performance Results of 2025 2Q Disclosure Reported ◎ ◎ ◎ · 2025 1H Key Business Performance and 2H Plans Reported ◎ ◎ ◎ · 2025 2Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2025 2Q External Audit Results Reported ◎ ◎ ◎ 6 2025.
11.13· Report on the Progress of Enhancing Anti-Fraud Controls in the Internal Accounting Management System 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ · Report on the Results of the 2025 Design Evaluation of the Internal Accounting Management System Reported ◎ ◎ ◎ · Report on the Performance Results of 2025 3Q Disclosure Reported ◎ ◎ ◎ · 2025 3Q Key Business Performance and 4Q Plans Reported ◎ ◎ ◎ · 2025 3Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2025 3Q External Audit Results Reported ◎ ◎ ◎ 7 2025.
11.27· Establishment of a Support Organization for the Independent Internal Audit Organization 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 8 2025.
12.03· Proposal Briefing for the Appointment of External Auditor for 2026–2028 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ 9 2025.
12.18· Appointment of External Auditor for 2026–2028 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved [2025 Operation of Outside Director Candidate Recommendation Committee]Operation of Outside Director Candidate Recommendation Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Suk Jae
LEEEdwin
FEULNERHye
Ryung
BYONNote 1 2025.
02.25· Recommendation of Candidates for Outside Directors 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Recommendation of Candidates for Outside Directors to become members of the Audit Committee Approved Approved Approved Approved 2 2025.
03.26· Appointment of the Chairman of Outside Director Candidate Recommendation Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved [2025 Operation of Internal Transaction Committee]Operation of Internal Transaction Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Ik Hwan
KWONYong
Gyu
LEEHye
Ryung
BYONNote 1 2025.
03.26· Appointment of the Chairman of Internal Transactions Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 2 2025.
06.25· Approval of Changes to Transaction Limits with Affiliated Financial Companies 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Approval of Transaction Limit with Affiliated Financial Institution Approved Approved Approved Approved [2025 Operation of ESG Committee]Operation of ESG Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Ki Won
YANGDu Hyoung
RYOOHye
Ryung
BYONIk Hwan
KWONNote 1 2025.
02.11· Hanwha Corp. 2025 HSE Planning 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Before
Appoint
-ment
(Appointed
on Oct 30)Approved Approved · Report on Compliance Performance in 2024 and Compliance Plan for 2025 Reported ◎ ◎ ◎ · Report on 2024 ESG Management Performance and 2025 Plan Reported ◎ ◎ ◎ · Report on 2024 ESG Assessment Results and Improvement Plan Reported ◎ ◎ ◎ 2 2025.
03.26· Appointment of the Chairman of ESG Committee 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Approved Approved 3 2025.
05.09· Report on the Results of the 2025 Double Materiality Assessment and Selection of Material Topics for Hanwha Corporation 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Approved Approved · Establishment of Conflict Minerals (Responsible Minerals) Policy and Amendment of Supplier Code of Conduct (Guidelines) Approved Approved Approved Approved · Report on the 2024 Net Zero Implementation Status Reported ◎ ◎ ◎ · Report on the 2025 Evaluation and Registration Plan for Construction Sector Partners Reported ◎ ◎ ◎ · Report on ESG Management Performance for 1Q of 2025 and Major Plans for 2Q 2025 Reported ◎ ◎ ◎ 4 2025.
08.11· Amendment of the Corporate Governance Charter 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Approved Approved · Report on the Progress of Corporate Governance Improvement Reported ◎ ◎ ◎ · Report on the Results of the 2024 CDP Rating Adjustment Reported ◎ ◎ ◎ · Report on the Status of Response to Mandatory ESG Consolidated Disclosure Reported ◎ ◎ ◎ · Report on ESG Management Performance for 2Q of 2025 and Major Plans for 3Q 2025 Reported ◎ ◎ ◎ 5 2025.
11.11· Establishment of Environmental Management Policy for Hanwha Corporation 3 out of 3 Directors
(1 Inside/
2 Outside)Approved After
Resignation
(Resigned
on Oct 30)Approved Approved Approved · Amendment of the Corporate Governance Charter Approved Approved Approved Approved · Report on ESG Management Performance for 3Q of 2025 and Major Plans for 4Q 2025 Reported ◎ ◎ ◎ [2025 Operation of Compensation Committee]Operation of Compensation Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Suk
Jae
LEEHye
Ryung
BYONYong
Gyu
LEENote 1 2025.
02.20· Preliminary Deliberation on Director Compensation Limit 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Preliminary Deliberation on Changes to Executive System Approved Approved Approved Approved · Preliminary Deliberation on Revision of Regulations on Executive Remuneration Approved Approved Approved Approved · Preliminary Deliberation on the Granting of Restricted Stock Units in 2025 Approved Approved Approved Approved 2 2025.
03.26· Preliminary Deliberation on the Additional Amendment to the Regulations on Executive Remuneration 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Appointment of the Chairman of Compensation Committee Approved Approved Approved Approved 3 2025.
05.09· Preliminary Deliberation on Changes to the RSU System 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 4 2025.
06.25· Preliminary Deliberation on Changes to the RSU System 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Preliminary Deliberation on Changes to the Granting of Restricted Stock Units for 2025 Approved Approved Approved Approved · Preliminary Deliberation on the Retroactive Application of Restricted Stock Unit Grants for 2020-2024 Approved Approved Approved Approved -
12024 Committees Operation
[2024 Operation of Audit Committee]
Operation of Audit Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Yong Gyu
LEEIk Hwan
KWONSuk Jae
LEESeung
Heon
KIMNote 1 Feb 14,
2024· Report on the Performance Status of Hanwha Corporation Internal Audit 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ Before
appointment◎ · Report on the Performance Results of 2023 4Q Disclosure Reported ◎ ◎ ◎ · Report on 2023 Performance and 2024 Plans Reported ◎ ◎ ◎ · 72nd Financial Period(2023) Separate Financial Statement Report Reported ◎ ◎ ◎ · Report on the 2023 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎ · Covening an Evaluation Meeting on the Operation Status of the Internal Accounting Management System in 2023 Approved Approved Approved Approved 2 Feb 28,
2024· Adoption of Internal Accounting Management System Evaluation Report 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Submission of the Audit Opinion on the Internal Monitoring Device Approved Approved Approved Approved · Submission of Audit Report Approved Approved Approved Approved · Report on the 72nd Financial Statements (including the statement of disposition of retained earnings), Consolidated Financial Statements and Operating Reports Reported ◎ ◎ ◎ · Report on External Audit Results Reported ◎ ◎ ◎ 3 Mar 14,
2024· Approval of Audit Fees by External Auditors 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 4 Mar 28,
2024· Appointment of the Chairman of Audit Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved After
retirementRetirement of Seung Heon KIM on Mar 28,
Appointment of Suk Jae LEE on Mar 285 May 14,
2024· Report on the Annual Operation Plan of the Internal Accounting Management System in 2024 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ · Report on the Revision Review of Internal Accounting Management Regulations Reported ◎ ◎ ◎ · Report on the Performance Results of 2024 1Q Disclosure Reported ◎ ◎ ◎ · 2024 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎ · 2024 1Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2024 1Q External Audit Results Reported ◎ ◎ ◎ 6 Aug 13,
2024· Approval of Changes to Audit Fees of External Auditors in 2024 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Report on the Performance Results of 2024 2Q Disclosure Reported ◎ ◎ ◎ · 2024 1H Key Business Performance and 2H Plans Reported ◎ ◎ ◎ · 2024 2Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2024 2Q External Audit Results Reported ◎ ◎ ◎ 7 Nov 13,
2024· Report on the Performance Results of 2024 3Q Disclosure 3 out of 3 Directors
(3 Outside)Reported ◎ ◎ ◎ · 2024 3Q Key Business Performance and 4Q Plans Reported ◎ ◎ ◎ · 2024 3Q Finances Performance Report Reported ◎ ◎ ◎ · Report on 2024 3Q External Audit Results Reported ◎ ◎ ◎ 8 Dec 03,
2024· Amendment of Internal Accounting Control Regulations 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved [2024 Operation of Outside Director Candidate Recommendation Committee]Operation of Outside Director Candidate Recommendation Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Suk Jae
LEEEdwin
FEULNERHye
Ryung
BYONSeung
Heon
KIMNote 1 Feb 28,
2024· Recommendation of Outside Director Candidates 3 out of 3 Directors
(3 Outside)Approved Approved Approved Before
appointmentApproved Retirement of Seung Heon KIM on Mar 28,
Appointment of Hye Ryung BYON on Mar 282 Mar 28,
2024· Appointment of the Chairman of Outside Director Candidate Recommendation Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved After
retirement[2024 Operation of Internal Transaction Committee]Operation of Internal Transaction Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Ik Hwan
KWONYong
Gyu
LEEHye
Ryung
BYONNote 1 Mar 28,
2024· Appointment of the Chairman of Internal Transactions Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 2 Apr 03,
2024· Preliminary Deliberation on Approval of Solar Equipment Business Transfer 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Preliminary Deliberation on Approval of Wind Business Transfer Approved Approved Approved Approved · Preliminary Deliberation on Approval of Plant Business Transfer Approved Approved Approved Approved 3 Apr 24,
2024· Approval of Lease Contract for Hanwha Building in Janggyo-dong 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Extension of Hanwha Opportunity Pursuit General Private Real Estate Investment Trust Contract No.1 Approved Approved Approved Approved 4 Jun 26,
2024· Approval of Transaction Limit change with Affiliated Financial Institute 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Approval of Transaction Limit with Affiliated Financial Institute Approved Approved Approved Approved 5 Dec 13,
2024· Approval of Transaction Limit with Affiliated Financial Institute 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Approval of Internal Transactions with Affiliated Persons Approved Approved Approved Approved [2024 Operation of ESG Committee]Operation of ESG Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Ki Won
YANGHye
Ryung
BYONIk Hwan
KWONSuk
Jae
LEENote 1 Feb 14,
2024· Hanwha Corp. 2024 HSE Planning 4 out of 4 Directors
(1 Inside/
3 Outside)Approved Approved Approved Approved Approved · Report on Compliance Performance in 2023 and Compliance Plan for 2024 Reported ◎ ◎ ◎ ◎ 2 Mar 28,
2024· Appointment of the Chairman of ESG Committee 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Approved Approved After
retirementRetirement of Suk Jae LEE on Mar 28 3 May 08,
2024· Report on 2024 ESG Double Materiality Assessment results 3 out of 3 Directors
(1 Inside/
2 Outside)Reported ◎ ◎ ◎ · Report on the 2024 Supplier Evaluation and Registration Plan Reported ◎ ◎ ◎ · Report on Completion of Fund Distribution for Korean Green Bonds Issued in 2023 (2 cases) Reported ◎ ◎ ◎ · Report on ESG Management Performance for 1Q of 2024 and Major Plans for 2Q 2024 Reported ◎ ◎ ◎ 4 Aug 08,
2024· Establishment of Code of Conduct Guideline for Hanwha Corporation’s Partner Companies 3 out of 3 Directors
(1 Inside/
2 Outside)Approved Approved Approved Approved · Report on ESG Management Performance for 2Q of 2024 and Major Plans for 3Q 2024 Reported ◎ ◎ ◎ 5 Nov 07,
2024· Report on ESG Management Performance for 3Q of 2024 and Major Plans for 4Q 2024 3 out of 3 Directors
(1 Inside/
2 Outside)Reported ◎ ◎ ◎ [2024 Operation of Compensation Committee]Operation of Compensation Committee No. Date Agenda/Reporting Items Attendance
(Inside/
Outside)Result Suk
Jae
LEEHye
Ryung
BYONYong
Gyu
LEENote 1 Feb 22,
2024· Appointment of the Chairman of Internal Transactions Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Preliminary Deliberation on the Limit of Compensation for Registered Directors Approved Approved Approved Approved · Preliminary Deliberation and on the Granting of Restricted Stock Units (RSU) in 2024 Approved Approved Approved Approved 2 Mar 28,
2024· Appointment of the Chairman of Compensation Committee 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved 3 Jul 01,
2024· Revision of Regulations on Executive Remuneration 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved 4 Jul 04,
2024· Approval of Transactions between the Directors, etc. and the Company 3 out of 3 Directors
(3 Outside)Approved Approved Approved Approved
Guidelines on Board Independence, Expertise, and Diversity
Independence
In order to maintain the independence of the Board of Directors, the qualifications of outside directors shall be verified at the time of their appointment, and an environment that ensures independence shall be established through Board Committees.
- - More than half of the Board members (with a minimum of three) shall be outside directors.
- - Directors shall be individuals with no legal disqualifications and no responsibility for any damage to corporate value or infringement of shareholder rights.
- - An Outside Director Candidate Nomination Committee, composed entirely of outside directors, shall be operated to ensure fairness and independence in the nomination process.
- - Outside directors shall be selected from individuals who have no direct contractual or transactional relationships with the Company.
- - To enhance the oversight and support functions of outside directors, meetings with the Audit Committee, composed solely of outside directors, and with an external accounting firm serving as an external advisory BODy, shall be held separately from Board of Directors meetings.
- - Outside directors shall not serve more than six years at the listed company, and not more than nine years including affiliated companies.
Expertise
The Board of Directors shall be composed of experts from diverse fields and be provided with various opportunities to enhance the directors’ expertise to ensure that the Board can make substantive contributions to corporate management.
- - The Board shall be composed of professionals capable of making meaningful contributions to corporate management, all of whom shall have no legal disqualifications and bear no responsibility for any damage to corporate value or infringement of shareholder rights.
- - Meeting materials and any external advisory documents shall be provided in advance, and sufficient explanations and open discussions of agenda items shall be carried out.
- - The Company shall arrange training sessions for outside directors at least twice a year by inviting external lecturers to strengthen the Board’s expertise.
Diversity
The Board of Directors shall be composed of a broad range of experts to ensure diversity and thereby prevent the representation of any specific interest group.
- - Directors shall not be limited to a single gender.
- - Experts are drawn from various fields, including law, humanities, management, finance, and the sciences.
- - Other aspects of diversity, such as nationality, race, and religion, shall be considered.
Hanwha
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