Board of Directors/Committee
Board Composition
BOD Composition
LX Semicon’s Board of Directors deliberates on matters delegated by relevant laws, the Articles of Incorporation, and the General Meeting of Shareholders, and is responsible for determining the company’s key management policies and major decisions. Through regular and extraordinary meetings, the Board aims to effectively address various challenges and issues faced by the company. To enhance management transparency and support sound decision-making by the executive team, LX Semicon appoints more than half of its board members as outside directors. In the director appointment process, independence, diversity, and expertise are the core criteria. The company follows fair procedures without discrimination based on gender, race, religion, political orientation, or other cultural backgrounds. Information on the composition of LX Semicon’s Board of Directors is available in the Data Library.
BOD Composition
Board Committees
To enhance efficient decision-making and strengthen management transparency, LX Semicon operates three committees under the Board of Directors: the Audit Committee, the Finance Committee, and the ESG Committee. Each committee conducts in-depth reviews of key company matters based on its area of expertise. In accordance with the Board and Committee Regulations, the outcomes deliberated and resolved by all committees, except the Audit Committee, are reported to the Board of Directors. When board approval is required, the matter is submitted as a standalone agenda item for deliberation and resolution by the Board, thereby supporting the Board in performing its functions more effectively.
| Category | Responsibilities |
|---|---|
| Audit Committee |
Purpose : To perform internal oversight of the management and enhance the transparency of financial information. Authority : Supervisory powers including the right to investigate the company’s operations and financial status, and to request business reports from the management. |
| Finance Committee |
Purpose : To support prompt decision-making on routine financial matters and address necessary preliminary matters related to board-delegated issues and agenda management. Authority : Deliberation and resolution of matters delegated by the Board of Directors and other routine business affairs. |
| ESG Committee |
Purpose : To realize ESG (Environmental, Social, and Governance) principles and strengthen internal controls over internal transactions. Authority : Deliberation, resolution, and supervision of all internal transactions, as well as oversight of major ESG issues, strategies, and improvement initiatives. |
BOD Operation
LX Semicon’s board of directors is required to convene regular board meetings at least once every quarter.
Control of Internal Transaction and Self-dealing
In accordance with Article 11 of the BOD Regulations, LX Semicon manages the “Approval of Transactions between Directors and the Company” as a matter requiring board resolution. To strengthen control over internal transactions and self-dealing, relevant agendas are reviewed by the ESG Committee and subsequently deliberated and approved by the Board of Directors. In addition, when board approval is granted, directors with special interests are restricted from exercising their voting rights to enhance control.
Board Evaluation
LX Semicon implements regular self-evaluations to assess whether the Board of Directors (BOD) is fulfilling its roles and responsibilities. Evaluations are based on a comprehensive assessment of attendance, contributions, independence, and professional expertise, and are used to enhance the accountability and transparency of the BOD, particularly when considering reappointment. The results of these evaluations support the continuous improvement of board operations. The evaluation of outside directors is especially important as it serves as a key criterion for reappointment and is conducted at least once prior to the end of their term. Results from external governance assessments are reported to the BOD and utilized for improvement.
Remuneration
Executive directors’ remuneration comprises salaries and bonuses. Bonuses are granted in accordance with executive remuneration regulations and approved by the BOD, taking into account performance evaluations. Performance is evaluated based on both quantitative and qualitative indicators. Quantitative indicators include the company’s previous year’s revenue and operating profit, while qualitative indicators reflect assessments of performance on core initiatives and preparedness for the future based on mid- to long-term priorities. The ceiling on remuneration for registered directors, including executive directors, is determined at the general shareholders’ meeting, ensuring both appropriateness and transparency.
Training and Indemnification
LX Semicon conducts workshops to enhance the expertise of outside directors and supports capacity-building in ESG by providing related training through external experts. To ensure independent and responsible management, the company maintains Directors and Officers liability insurance. In addition, the company’s Articles of Incorporation include provisions for the limitation of liability of directors to the company, clearly defining the scope of such exemptions.
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
- 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
- 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)
- 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
- No restrictions on religion, race, gender, country of origin, specialized field, etc. when selecting candidates
Outside Director Candidate Nomination Process
LX Semicon receives recommendations for outside director candidates from various sources across diverse fields. The Board Secretariat verifies whether preliminary candidates meet the eligibility requirements stipulated by relevant laws and the Articles of Incorporation. Candidates who align with both shareholder and corporate interests are then nominated through a fair and transparent procedure. LX Semicon actively seeks to utilize recommendations and opinions from shareholders, stakeholders, and external advisory bodies during the nomination process. Based on this, the company conducts comprehensive due diligence on the recommended candidates before finalizing the selection of outside directors.
