Best Technology, Better Future

Governance

Board of Directors/Committee

Board of Directors

  • LX Semicon’s BOD consist of two executive directors, four independent directors, and one other non-executive director
  • The Board of Directors deliberate laws, articles of association, delegation of shareholders’ meeting, and deliberate and approve agendas for major matters related to company management
  • Ensure at least 50% of the board consists of independent directors to enhance transparency and decision-making objectivity
  • Establish a process that does not discriminate (based on gender, race, religion, etc.) in the appointment of directors
Committee
  • Operate three committees under the Board of Directors (Audit Committee, Finance Committee, ESG Committee)
Category Composition Name of Board Member Responsibilities
Audit Committee 3 Independent directors Kyeong-woo Wee (Chair), Seong-ook Jung, Nam-soo Kim Manage and oversee company business, inspect property conditions, and require sales reporting to the management
Finance Committee 2 Executive directors Yun-tae Lee (Chair), Hun Kim Deliberate and approve matters delegated to the Finance Committee by the Board of Directors and address other routine management matters
ESG Committee 1 Executive director Yun-tae Lee, Kyeong-woo Wee (Chair), Seong-ook Jung, Nam-soo Kim Deliberate, approve, and oversee all internal transactions
Review and oversee ESG material issues
3 Independent directors

BOD and Committee Composition

  • Chairman

  • Committee member

Category Name Tenure Gender BOD Committee
Finance Committee Audit Committee ESG Committee
Executive Director Yun-tae Lee 3 years(Newly appointed)
2024. 3. 21~2027. 3. 20
Male
Hun Kim 3 years
2023. 3. 23~2026. 3. 22
Male
Other Non-executive Director Jin-soe Roh 3 years
2021. 3. 18~2027. 3. 20
Male
Independent Director Kyeong-woo Wee 3 years(Serving consecutive term)
2022. 3. 22~2025. 3. 21
Male
Seong-ook Jung 3 years
2023. 3. 23~2026. 3. 22
Male
Nam-soo Kim 3 years(Newly appointed)
2024. 3. 21~2027. 3. 20
Male
Sang-beom Han 3 years(Newly appointed)
2024. 3. 21~2027. 3. 20
Male

BOD Operation

  • LX Semicon’s board of directors is required to convene regular board meetings at least once every quarter
  • In 2023, 6 board meetings were held

    Discussed and decided on a total of 14 agenda items for reporting and 18 agenda items for approval concerning the overall management of LX Semicon, including the business plan, financial performance, internal transaction, and ESG

Control of Internal Transaction and Self-dealing
  • Manage ‘Approval of transactions between directors and the company’ as a resolution of the BOD in Article 11 of the BOD regulations
  • To strengthen controls on internal transaction and self-dealing, relevant proposals are reviewed by the ESG Committee and then reviewed and approved by the Board of Directors (Directors who have a vested interest in the decisions of the BOD are not allowed to exercise their voting rights)
Operation Status
Category Unit 2021 2022 2023
No. of Board Meetings Held Meetings 7 10 6
BOD Agenda Deliberation Approved Cases 21 22 18
Reported Cases 7 11 14
BOD Participation Rate Executive % 100 100 94
Independent % 100 96 100
Other
Non-executive
% 100 100 100
Total % 100 98 97
Organization Supporting BOD
  • Ensure the smooth operation of the Board of Directors and the performance of duties by independent directors with the support of the Legal Team under the CFO
Department No. of personnel Responsibilities
Legal Team 6 People
  • Provide advance explanation of board agenda items for independent directors
  • Assist with items necessary for the performance of independent directors, and conduct workshops and seminars for trainings

Board Training and Liability Exemption

  • Held four workshops for independent directors on internal audit and internal accounting management in 2023 to enhance their expertise
  • Conducted ESG external expert training in April 2024 to strengthen the ESG capabilities of the board of directors
  • Subscribe to and manage “Executive Liability Insurance” to ensure the independence of directors and the management, and included an “Exemption of directors’ liability to the company” clause in the articles of association of the BOD
Independent Directors Workshop
Date Organized by Independent Directors attended Workshop details
2023.01.06 Legal Team, Accounting Team Kyeong-woo Wee,
Il-gu Yun, Yeong-soo Shin
Selection of new external auditors
2023.01.26 Legal Team, Business Audit/Enhancement Team, Accounting Team, Internal Accounting Part Kyeong-woo Wee,
Il-gu Yun, Yeong-soo Shin
Report on the internal audit department's performance and plans, report on the external auditor's audit progress and key findings, and report on the operation of the internal accounting control system
2023.02.22 Legal Team, Business Audit/Enhancement Team Kyeong-woo Wee,
Il-gu Yun, Yeong-soo Shin
Evaluation of the operation of the internal accounting control system, evaluation of the operation of the internal monitoring system, and audit report of the Audit Committee
2023.07.26 Legal Team, Business Audit/Enhancement Team, Accounting Team, Internal Accounting Part Kyeong-woo Wee,
Seong-ook Jung, Yeong-soo Shin
Inspection plan for the operation status of the internal accounting management system, and a report on the internal audit department's performance for the first half of 2023 and plans for the second half
Independent Directors Education and Training
Date Organized by Independent Directors attended Details
2023.11.08 External expert institution Kyeong-woo Wee,
Seong-ook Jung, Yeong-soo Shin
Institutional and operational trends of Audit Committee
2024.04.11 Government Relations & ESG Team, external expert institution Kyeong-woo Wee,
Seong-ook Jung, Nam-soo Kim
ESG trends and ESG key issues for 2024 and more

Director Appointment Criteria

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    Independency
    • Except for the large shareholders of the company or those who have a significant interest in the company
    • Employees who have served within the last two years are restricted from independent director activities
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    • Except for the large shareholders of the company or those who have a significant interest in the company
    • Employees who have served within the last two years are restricted from independent director activities
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    Transparency
    • All directors are appointed through a resolution at the general shareholders’ meeting
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    • All directors are appointed through a resolution at the general shareholders’ meeting
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    Expertise
    • Board members are selected after considering expertise and relevant experience in areas (management, economy, accounting, technology, and ESG)
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    • Board members are selected after considering expertise and relevant experience in areas (management, economy, accounting, technology, and ESG)
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    Diversity
    • No restrictions on religion, race, gender, country of origin, specialized field, etc. when selecting candidates
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    • No restrictions on religion, race, gender, country of origin, specialized field, etc. when selecting candidates
BOD Evaluation and Remuneration
  • Implement self-evaluation based on a comprehensive assessment (attendance rate, contribution, independence, and expertise) to enhance the accountability and transparency of the BOD when considering reappointment
  • Executive directors’ compensation comprises salaries and bonuses
  • Bonuses are granted in accordance with executive compensation regulations and approved by the board of directors, taking into account performance evaluation

    Quantitative indicators: Company’s previous revenue and operating profit, etc.

    Qualitative indicators: Mid- to long-term priorities to assess key tasks and prepare for the future

  • The ceiling on compensation for registered directors, including executive directors, is determined at the general shareholders’ meeting