Coway Sustainability

Organization and Activity of the Board of Directors

The Board of Directors of Woongjin Coway is composed of 8 directors, including 2 executive directors, 1 non-executive director and 5 independent directors. A director is appointed without discrimination against sex, nationality, race, country or origin. Directors with expertise in each sector are appointed at a general shareholders’ meeting in accordance with relevant regulations. For efficient management, we also operate three sub-committees, including the Management Committee, Audit Committee and Independent Director Candidate Recommendation Committee, under the BoD.

**Current Status of the BoD**

(As of May 2019)
Category	Name	Career	Tenure
Executive director	Lee Hae-sun	CEO, Woongjin Coway(current)	2016.10~2019.10
Executive director	Ahn Ji-yong	Head of Business Planning & Coordination, Woongjin(current) Head of Business Management Division, Woongjin Coway(current)	2019.03~2022.03
Non-executive director	Chai Jin-ho	Head Director, STIC Investment(current) CEO, GoldenPoleCo., Ltd.	2019.03~2022.03
Independent director	Lee Chang-se	Lawyer, Dongin Law Firm(current) Sector: IT, intellectual property right, financial tax(stock-in-trade manipulation, offshore tax evasion, etc.)	2019.03~2022.03
Independent director	Tak Tae-moon	Honorary professor, Seoul National University(current) Sector: Research on bio system materials	2019.03~2022.03
Independent director	Kim Shin-ho	Vice Minister, Ministry of EducationSector: Sector: Consumers and Training Psychology	2019.03~2022.03
Independent director	Kim Ik-rae	Chairman, Sunmyung Accounting Firm(current) Sector: management, financial accounting, M&A	2019.03~2022.03
Independent director	Lee Heui-beom	Adviser, LG International Corp.(current) Sector: International energy policy, electronic information policy	2019.03~2022.03

Operation of the BoD

The BoD of Woongjin Coway resolves issues stipulated by laws or Articles of Association, issues consigned by a general shareholders’ meeting and major issues on basic policy in company management and work implementation and supervises the execution of jobs by directors. Regular BoD meetings are basically held on a quarterly basis; if necessary, a temporary meeting is also held. Any resolution is made by the attendance of the majority of directors and approval by the majority of attended directors. The right to vote by a director who has a special interest in a concerned issue is limited. In 2018, ten BoD meetings were held and decisions made for 34 major issues, including annual business plan and budget, quarterly dividend, stock option, etc.

Independence of BoD

Woongjin Coway appoints a director through recommendation by the BoD and resolution at a general shareholders’ meeting; it is required to meet the Commercial Act and other conditions about independence stipulated by the BoD.
Independent directors should not be employees working for the past two years or former Independent directors. Independent directors and their family members should not be those who were appointed as an executive of the company, parent company or subsidiary company for the past two years.
Independent directors should not be those who have worked as a partner or employee of audit agency for Woongjin Coway for the past two years.
Independent directors should not have any contradiction in interest with the company.

Expertise of BoD

Woongjin Coway appoints an independent director from external experts who have expertise or broad experiences in management, economy, law or relevant technology.
A supportive organization in the company assists Independent directors to conduct professional jobs in the BoD.
The company provides data to allow review of a concerned issue sufficiently before a meeting is held; if necessary, a separate presentation is held.

Securing independence of Audit Committee

As of the end of 2017, Woongjin Coway established and operates the Audit Committee through a general shareholders’ meeting in March 2018 in accordance with large-scale corporation system.
Members of the Audit Committee are composed of Independent directors, who are appointed by total resolution at a general shareholders’ meeting and include accounting and financial experts.
If necessary, a ledger and documents related to overall work should be submitted by a responsible department.

Major Resolutions at the BoD(2018)

Establishment of annual business plan and budget for 2018
Establishment of Independent Director Candidate Recommendation Committee
Issue to give a stock option to executives
Issue of determining dividend for Q1-Q3 in 2018
Report of major sustainability management performances in 2017-2018

Committees under the BoD

Woongjin Coway establishes and operates sub-committees under the BoD to enhance efficiency in management activities. In particular, we operate the Audit Committee to reinforce audit for accounting and work and Independent Director Candidate Recommendation Committee to elect Independent directors independent from management. With such efforts, Woongjin Coway will further strengthen the rights and interests of shareholders and transparency of management.

Sub-committee	Composition	Director
Management Committee	2 executive directors, 1 non-executive director	Lee Hae-sun, Ahn Ji-yong, Chai Jin-ho
Audit committee	2 Independent directors, 1 non-executive director	Lee Change-se, Kim Ik-rae, Chai Jin-ho
Independent Director Candidate Recommendation Committee	2 Independent directors, 1 executive director	Kim Ik-rae, Lee Chang-se, Ahn Ji-yong

The Management Committee led by the CEO makes decisions on issues such as small-scale investment for efficient operation and swift decision making and is composed of the CEO and three directors designated by the BoD(two executive directors and one non-executive director). In 2018, the committee resolved about 32 issues on management, reward, finance and investment, including organizational reform, establishment of a new overseas corporation, reward for executives and employees(bonus, stock option, etc.) and selling an invested real-estate property, etc.

Major Decision-Making Process

Performance Evaluation and Remuneration

Woongjin Coway evaluates the business and technology expertise of directors and their active engagement each year and discusses evaluation results at the BoD meeting. Rewards for BoD activities are calculated based on the short-term bonus standard reflecting each year’s KPIs and disclosed on the business report through the adjustment of CEO and resolution at a general shareholders’ meeting. The total amount of remuneration in 20181) was KRW 894,660,000. The average amount of remuneration per person was KRW 149,110,000.

^{Unit: KRW 1,000 /(as of end of December 2018)}
Category	Number of person	Total remuneration for the BoD(Unit: KRW 1,000)	Average remuneration per person (Unit: KRW 1,000)
Executive director²	1 person	700,604	700,604
Independent director³	1 person	30,968	30,968
Member of Audit Committee	3 person	105,639	35,213
Auditor⁴	1 person	57,450	57,450

The total amount of remuneration for directors includes remuneration for five directors, including Lee Hae-sun, Lee Jung-sik, Lee Jun-ho, Choi In-beom and Yu Gi-seok.
Excluding Independent directors and members of Audit Committee
Excluding the members of Audit Committee
One auditor was paid in January-March, 2018. After the establishment of the Audit Committee at the General Meeting of Shareholders on March 23, 2018, three Audit Committee members were paid.