Skip to content

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

Unit : One million won
Division Number of people Total remuneration Average remuneration per person
Registered Director 4 350 87

Outside Director
(excluding audit committee members)

- - -
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. 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. 2. In case of matters related to the grievances of individual shareholders
  3. 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. 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%