Corporate Governance
PI Advanced Materials connects people, society, and the world by
realizing the potential of Polyimide
through creative
innovation technology.
Board Composition and Operation Status
The board of directors is the company's highest decision-making body, deliberating and making decisions on matters stipulated in laws or articles of incorporation, matters delegated by the general shareholders' meeting, and important matters regarding the company's management policy and business progress.
Independence of the Board of Directors
PI Advanced Materials' board of directors consists of one
executive director, three outside directors, and three other
non-executive directors. Outside directors account for 43% of
all directors.
The Chairman of the Board of Directors
is elected by the Board of Directors through a resolution in
accordance with the Articles of Incorporation of the Company,
and director candidates are recommended by the Board of
Directors and appointed at a general shareholders' meeting in
accordance with a fair procedure.
Outside directors
have extensive experience and expertise in a variety of fields,
including industry and academia, and have no conflict of
interest with the company, ensuring independence.
Based on our expertise and independence, we are attempting to
establish a sound corporate governance structure by holding
in-depth discussions on all agenda items.
Board of Directors Composition Status
| Division | Name | Specialty | Career | Term of office | Note | |
|---|---|---|---|---|---|---|
| Board of Directors Chairman | Internal Director (CEO) |
Geumsu Song | Management/Sales | Bachelor of Business Administration,
Sogang University Former) Head of Sales, SKCKOLONPI Co., Ltd. Former) Head of Business Division, PI Advanced Materials Co., Ltd. Current) CEO of PI Advanced Materials Co., Ltd. |
2023-03-23 ~ 2026-03-22 |
Composed of experts in a variety of fields, including management, finance, sales, accounting, and engineering. |
| Director | Outside Director | Jaeho Yang | Legal | Columbia Law School (LL.M., 2011) Current) Lawyer at Kim & Chang Law Firm |
2023-03-23 ~ 2026-03-22 |
|
| Jewon Lee | Legal | SJD from Indiana University School of Law Current) Lawyer at Gwangjang Law Firm |
2023-03-23 ~ 2026-03-22 |
|||
| Hyungil Oh | Accounting | PhD in Accounting, Columbia University Current) Professor of Accounting, Department of Management Engineering, KAIST Business School |
2023-03-23 ~ 2026-03-22 |
|||
| Other Non-Excutive Director | Marc Henri Florent SCHULLER | Management | Former)Arkema S.A. Executive Vice
President Current) Arkema S.A. COO |
2023-12-01 ~ 2026-03-22 |
||
| Marie Jose DONSION | Management/Accounting | Former) Alstom SA Finance Senior Vice
President 前)Alstom SA CFO 現)Arkema S.A. CFO |
2023-12-01 ~ 2026-03-22 |
|||
| Hyunsu Han | Management | Former) Arkema Co., Ltd. HR/GA/PSRA
Director Current) Arkema Co., Ltd. President |
2023-12-01 ~ 2026-03-22 |
Board of Directors with diversity
For sustainable growth, PI Advanced Materials strives to share
profits and values with all stakeholders.
To this
end, considering the diversity and expertise in the composition
of the board of directors, outside directors with expertise in
various fields such as engineering, management,
finance/accounting, and law were appointed during the director
selection process.
Through this, we strive to secure
expertise in the overall aspects of corporate management.
Board skills Matrix
| Division | Name | Specialty | ||||||
|---|---|---|---|---|---|---|---|---|
| Management | Finance | Accounting | Legal | Sales | Engineering | |||
| Chairman of the Board | Internal director (CEO) | Geumsu Song | Check | Check | ||||
| Director | Outside Director | Jaeho Yang | Check | |||||
| Jewon Lee | Check | |||||||
| Hyungil Oh | Check | |||||||
| Other Non-Executive Directors | Marc Henri Florent SCHULLER | Check | ||||||
| Marie Jose DONSION | Check | Check | ||||||
| Hyunsu Han | Check | |||||||
Ratio of female directors on the BOD
Director Evaluation Compensation
PI Advanced Materials executes remuneration within the director
remuneration limit approved at the general shareholders'
meeting in accordance with Article 388 of the Commercial Act
and the Company's Articles of Incorporation. To ensure
independence, no additional performance compensation is paid to
outside directors in addition to the base salary.
Severance pay for directors is also paid in accordance with
executive severance pay regulations determined by resolution at
the general shareholders' meeting.
Status of Director and Auditor Remuneration in 2023
| Division | Number of people | Total remuneration | Average remuneration per person |
|---|---|---|---|
| Registered Director | 4 | 350 | 87 |
|
Outside Director |
- | - | - |
| Audit committee members | 3 | 73 | 24 |
Shareholder Proposal Rights
Pursuant to Article 363-2 of the Commercial Act, our shareholders may propose certain matters as the objectives of the general shareholders' meeting in writing or electronically 6 weeks prior to the date of the general shareholders' meeting (in the case of an ordinary general meeting of shareholders, the relevant date of the year corresponding to the date of the regular general meeting of shareholders of the previous year). In addition, you may request that the matters to be addressed for the purpose of the meeting be added and that the details of the agenda submitted by the relevant shareholder be stated in the notice convening the general meeting of shareholders and the notice of convening the general meeting of shareholders.
Shareholder proposals can be proposed by shareholders who hold
more than a certain percentage of shares.
(Shareholder
proposal authority: Shareholders holding stocks equivalent to
more than 3/100 of the total number of issued stocks, excluding
stocks without voting rights)
If there is a shareholder proposal, the company must report it to the board of directors. The Board of Directors must submit a shareholder proposal as a subject matter for the general shareholders' meeting, except in cases where the content of the shareholder proposal violates laws or the Articles of Incorporation or in the following cases under Article 12 of the Enforcement Decree of the Commercial Act.
- 1. If a bill with the same contents as the one rejected at the general shareholders' meeting because it received less than 10/100 of the voting rights in favor is proposed again within 3 years from the date of rejection.
- 2. In case of matters related to the grievances of individual shareholders
- 3. In case of matters related to minority shareholder rights, where shareholders must hold shares exceeding a certain percentage in order to exercise their rights
- 4. If the matter concerns the dismissal of an executive during his term of office, if the matter cannot be realized by the company, or if the reason for the proposal is obviously false or defames a specific person.
When there is a request from a shareholder who made a
shareholder proposal, the shareholder must be given an
opportunity to explain the proposal at the general
shareholders' meeting.
Other matters shall be governed
by the Commercial Act or other related laws.
Operation Status
The Board of Directors plays an important role in supervising
management, and as a rule, the Board of Directors meets once a
quarter, including the agenda for approving provisional
performance. Additionally, temporary board of directors meetings
are convened when necessary.
A total of 10 board
meetings were held in 2023, during which time decisions regarding
the general shareholders' meeting, management, finances, and
other issues were discussed and made in accordance with the
regulations of the Articles of Incorporation and Board of
Directors.
The strategic department supports the board
of directors in making the best decisions by providing
information and prior reporting on agenda items.
Agenda of the Board of Directors Meeting 2023
| No. | Date of Meeting | Agenda Item | Attendance | |
|---|---|---|---|---|
| Internal Director | Outside Director | |||
| 1st | Jan. 27, 2023 | Agenda Item 1 : New Borrowing of General Operating Funds Shinhan Bank | 100% | 100% |
| Agenda Item 2 : New Borrowing of General Operating Funds Nonghyup Bank | 100% | 100% | ||
| 2nd | Feb. 6, 2023 | Report ① Management performance for the 4th Quarter of 2022 | 100% | 100% |
| ② Report on #PG4 investment completion | 100% | 100% | ||
| Agenda Item 1 : Approval of the 15th Fiscal Year Financial Statements and Business Report | 100% | 100% | ||
| 3rd | Mar. 6, 2023 | ① Report on the operation status of the internal accounting management system | 100% | 100% |
| ② Report on evaluation of internal accounting management system operation status | 100% | 100% | ||
| ③ Report on revision of internal accounting management | 100% | 100% | ||
| Agenda Item 1 : Recommendation of independent director candidates | 100% | 100% | ||
| Agenda Item 2 : Convening of the 15th Fiscal Year Annual General Meeting of Shareholders | 100% | 100% | ||
| Agenda Item 3 : Approval of introduction of electronic voting at general shareholders’ meeting | 100% | 100% | ||
| 4th | Mar. 23, 2023 | Agenda Item 1 : Appointment of CEO | 100% | 100% |
| Agenda Item 2 : Delegation of the execution of director compensation for the 16th Fiscal Year to the CEO | 100% | 100% | ||
| Agenda Item 3 :Amendment of the Board Regulations | 100% | 100% | ||
| Agenda Item 4 : Changes to details of Board operations | 100% | 100% | ||
| Agenda Item 5 : Appointment of Advisor | 100% | 100% | ||
| 5th | May. 8, 2023 | Report ① Management performance for the 1st Quarter of 2023 | 100% | 100% |
| ② Management plan for the 2nd Quarter of 2023 | 100% | 100% | ||
| Agenda Item 1 : Borrowing of operating funds | 100% | 100% | ||
| Agenda Item 2 : Credit transaction agreement | 100% | 100% | ||
| 6th | Jun. 22, 2023 | Agenda Item 1 : | 100% | 100% |
| Investment in facility expansion for EV-specific PI Varnish production | 100% | 100% | ||
| 7th | Jul. 24, 2023 | Report ① Management performance for the 2nd Quarter of 2023 | 100% | 100% |
| ② Management plan for the 2nd half of 2023 | 100% | 100% | ||
| Agenda Item 1 : Borrowing of facility funds | 100% | 100% | ||
| Agenda Item 2 : Credit transaction agreement | 100% | 100% | ||
| 8th | Aug. 23, 2023 | Agenda Item 1 : Setting of the record date for the convening of an extraordinary general meeting of shareholders | 100% | 100% |
| 9th | Oct. 17, 2023 | Agenda Item 1 : Convening an extraordinary general meeting of shareholders | 100% | 100% |
| Agenda Item 2 : Approval of introduction of electronic voting at general shareholders’ meeting | 100% | 100% | ||
| 10th | Nov. 1, 2023 | Report ① Management performance for the 3rd Quarter of 2023 | 100% | 100% |
| ② Management plan for the 4th Quarter of 2023 | 100% | 100% | ||