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현대건설기계

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Governance (G)

We will contribute to the growth and development of all stakeholders based on sound business ethics and legal compliance.

Preamble

HD Hyundai Construction Equipment Corporation (hereinafter referred to as the "Company") aims to be the world's leading general heavy industries company under the management philosophy of creative foresight, active willpower, and strong drive.
The Company's management philosophy is to increase corporate value through continuous growth, practice fair and transparent management, and pursue safe and eco-friendly management practices.
We will implement a labor-management culture of mutual respect and trust and contribute to social development as a global corporate citizen.
Based on this spirit of Hyundai, management vision, and management philosophy, we will do our best to impress customers, reward employees, and satisfy shareholders by enhancing the value of our company.
To this end, we have established the HD Hyundai Construction Equipment Corporate Governance Charter as follows to establish an improved corporate governance system and to maintain and develop it:

  • Chapter 1 Shareholders

    Article 1 (Rights of Shareholders)

    Shareholders have basic rights as owners of the Company.

    Matters that bring about significant changes to the existence of the Company and shareholder rights shall be decided at the general meeting of shareholders in a manner that guarantees shareholder rights as much as possible.

    The Company shall provide shareholders with sufficient information regarding the time, place, and agenda of the shareholders' meeting in a timely manner, and the time and place of the shareholders' meeting shall be determined to maximize shareholder participation.

    Shareholders shall be able to propose agenda items to the Board of Directors and ask questions and request explanations about the agenda items at the shareholders' meeting.

    Resolutions at general shareholders' meetings must be made in a fair and transparent manner, and shareholders must be able to exercise their voting rights as easily as possible directly or indirectly.

    Article 2 (Equitable Treatment of Shareholders)

    Shareholders shall be granted one vote for every one share of common stock, and the inherent rights of shareholders shall not be infringed upon. Also, restrictions on voting rights for certain shareholders shall be limited in accordance with the law.

    Shareholders shall be able to obtain necessary information from the Company in a timely, sufficient, and equitable manner, and even when the Company discloses information that it is not obligated to disclose, it shall do so equitably to all shareholders.

    Shareholders shall be protected from unfair internal transactions and self-dealing by other shareholders, including controlling shareholders.

    Article 3 (Responsibilities of Shareholders)

    Shareholders shall strive to actively exercise their voting rights for the development of the Company in recognition of that exercising their voting rights may affect the management of the Company.

    A controlling shareholder who exercises influence over the management of the Company shall act in the interest of the Company and all shareholders and be held responsible for damages to the Company and other shareholders in case of acting contrary to this principle.

  • Chapter 2 Board of Directors

    Article 4 (Functions of the Board of Directors)

    The Board of Directors shall have comprehensive authority over the management of the Company and perform the management decision-making function and management supervision function of the Company.

    The Board of Directors may delegate authority to the CEO or a committee within the Board, except for major matters specified as exceptions by relevant laws, the Articles of Association, or Board regulations.

    Article 5 (Composition of the Board of Directors and Appointment of Directors)

    The Board of Directors shall be of a size that enables effective and careful discussion and decision-making and consist of a sufficient number of directors so that the committees established within the Board of Directors can be active.

    The Board of Directors shall have outside directors who can function independently of management and controlling shareholders, and the number of outside directors shall be such that the Board of Directors can maintain substantial independence and account for the majority of all directors (at least three).

    No person responsible for damaging the value of the company or infringing on the rights and interests of shareholders shall be appointed as an executive officer.

    The Board of Directors shall be composed of competent individuals with expertise who can make substantial contributions to the management of the Company, and the term of office of appointed directors shall be respected.

    The Board of Directors shall be composed of directors from diverse backgrounds.

    The Company shall ensure that shareholders have sufficient information and time to make judgments about director candidates and exercise their voting rights.

    Decisions shall be made by the Board of Directors.

    Article 6 (Outside Directors)

    Outside directors shall not have any material relationship with the Company and be capable of making decisions independently of management and controlling shareholders.

    The Company shall establish an Outside Director Candidate Nomination Committee to nominate candidates to ensure the fairness and independence of the outside Director Candidate Nomination process.

    The Company shall confirm and disclose that the outside director candidate has no material relationship with the Company. Outside directors shall submit to the Company a letter of confirmation that they have no material relationship with the Company upon acceptance of appointment.

    Outside directors shall not hold excessive concurrent positions so that they can fulfill their duties.

    The Company shall provide sufficient information necessary for the outside directors to perform their duties, and outside directors may request that the Company promptly provide information necessary for the performance of their duties.

    Outside directors shall devote sufficient time to fulfill their duties and attend board meetings after reviewing relevant materials in advance.

    Outside directors may receive support from executives and employees or external experts through appropriate procedures, if necessary, and the Company shall pay for the expenses incurred.

    Article 7 (Operation of the Board of Directors)

    In principle, the Board of Directors shall meet regularly, and at least one regular meeting shall be held every quarter.

    For the smooth operation of the Board of Directors, the Company shall establish the Board of Directors Regulations that specifically stipulate the authority, responsibilities, and operating procedures of the Board of Directors.

    The Board of Directors shall keep detailed minutes of each meeting and make and keep audio recordings of the meetings. Particularly important discussions and resolutions shall be recorded by each director.

    The attendance rate of individual directors at board meetings and their activities, including whether they voted for or against major agenda items subject to disclosure, shall be disclosed.

    Remote communication methods shall be utilized, if necessary, to maximize the participation of directors in Board meetings.

    Article 8 (Committees within the Bord of Directors)

    Committees shall be established within the Board of Directors with an appropriate number of persons performing specific functions and roles.

    Committees within the Board of Directors shall have outside directors making up the majority.

    The organization, operation, and authority of all committees shall be stipulated in writing. A resolution of a committee on a matter delegated by the Board of Directors shall have the same effect as a resolution of the Board of Directors.

    Article 9 (Duties of Directors)

    Directors shall fulfill their duties with the duty of care of a good manager. Directors shall make rational decisions based on sufficient information and devote sufficient time and effort to the decision-making.

    Directors shall not exercise their authority for their own or a third party's gains and always pursue results that are in the best interest of the Company and its shareholders.

    Directors shall not disclose any secrets of the Company learned in connection with the performance of their duties or use them for their own or a third party's gains.

    Article 10 (Responsibilities of Directors)

    A director shall be liable for damages to the Company if he/she commits a legal violation, violates the Articles of Association, or neglects his/her duties. If this was done with malice or gross negligence, he/she shall also be liable for damages to third parties.

    If, in the process of making judgments on business management, a director has collected substantial and reasonably reliable data and information, carefully and sufficiently reviewed them, and performed his/her duties in the best interests of the Company according to his/her belief based on good faith and reasonable judgment, such business management judgment shall be respected.

    The Company may purchase liability insurance for directors at the Company's expense in order to secure the effectiveness of claiming liability against directors and to recruit competent individuals as directors.

    Article 11 (Evaluation and Compensation)

    The management activities of the management shall be evaluated fairly, and the evaluation results will be adequately reflected in the remuneration. The remuneration of directors shall be determined by the Board of Directors within the scope approved by the general meeting of shareholders.

  • Chapter 3 Audit Body

    Article 12 (Audit Committee)

    To maintain independence and professional competence, the Audit Committee shall be composed of three or more directors, and at least two-thirds of the members, including the chairperson, shall be outside directors. One of the members shall be a person with specialized knowledge of the audit process. Members who are not outside directors shall not be disqualified according to relevant laws such as the Commercial Act.

    The Audit Committee shall faithfully fulfill its audit duties, including examining the legitimacy and validity of the execution of the duties of directors and the management.

    The Board of Directors shall specify regulations regarding the goals, organization, authority, responsibilities, and tasks of the Audit Committee. In addition, the Audit Committee shall evaluate the validity of these regulations annually and disclose the contents.

    The Audit Committee shall hold at least one meeting per quarter and may invite management, financial executives, the heads of the departments subject to internal audit, and the external auditors to attend, if necessary.

    The Audit Committee shall keep minutes of each meeting, and the minutes shall clearly and accurately describe the matters discussed and the resulting resolutions. The Audit Committee shall prepare audit minutes that specifically record the details of the audit.

    The Audit Committee shall be able to freely access to information necessary to perform the audit and to seek advice from external experts when necessary.

    The Audit Committee shall report on the assessment of its independence and major activities at the general meeting of shareholders, and the CEO shall disclose the details thereof in the business report.

    The Audit Committee members shall be independent of the management and controlling shareholders. Therefore, the Audit Committee members may only receive compensation as directors and no other compensation.

    Article 13 (External Auditor)

    The external auditor shall maintain legal and practical independence from the audited company and its management and controlling shareholders.

    The external auditor shall attend the general meeting of shareholders and answer to any questions from shareholders regarding the audit report.

    The external auditor is responsible for compensating the audited company and information users for damages caused by negligent auditing. The external auditor shall check whether any information regularly disclosed, along with the audited financial statements, is inconsistent with the audit results.

    The external auditor shall endeavor to identify any irregularities or legal violations of the audited company during the audit.

    The external auditor shall consider the viability of the audited company as required by relevant laws and regulations, including the Act on External Audit of Stock Companies.

    The external auditor shall report important matters identified during external audit activities to the Audit Committee.

  • Chapter 4 Stakeholders

    Article 14 (Protection of Stakeholder Rights)

    The Company shall endeavor not to infringe on the rights of various stakeholders.

    The Company shall not neglect its social responsibilities such as consumer protection and environmental protection.

    The Company shall respect the rights of workers and endeavor to improve the quality of life of workers.

    The Company shall promote the establishment of a fair market and balanced development of the national economy by complying with fair trade laws.

    The Company shall comply with the creditor protection procedures in relation to mergers, capital reduction, spin-offs, etc. that significantly affect the position of creditors.

    Where a stakeholder holds the status of a shareholder, his/her respective rights as a stakeholder and a shareholder shall be protected, and he/she shall be able to exercise them.

    Article 15 (Participation in Management Monitoring by Stakeholders)

    The form and level of management monitoring by creditors shall be determined by consultation between the relevant parties according to the characteristics of the Company.

    The form and level of employee participation in management shall be determined in a manner that promotes the sound development of the Company.

    The Company shall provide stakeholders with information necessary to protect their rights to the extent permitted by law, and stakeholders shall have access to relevant information.

  • Chapter 5 Management Monitoring by the Market

    Article 16 (Disclosure)

    In addition to disclosures required by laws and regulations, the Company shall disclose matters that have or may have a significant impact on the decision-making of shareholders and stakeholders.

    The Company shall disclose the differences between its governance structure and the best practice guidelines on its website, etc.

    When the Company decides to disclose material information other than regular disclosures, it shall disclose the contents in detail and accurately in a timely manner.

    The Company shall write the disclosed contents in a way that is easy to understand and endeavor to make it easy for stakeholders to use.

    The Company shall designate a person in charge of disclosure and establish an internal information communication system so that material information of the Company can be promptly delivered to the person in charge of disclosure.

    The Company shall specifically disclose the shareholding status of its substantial controlling shareholders and their related parties.

    The CEO and CFO of the Company shall certify the accuracy and completeness of financial reports.

    The Company shall establish ethical regulations and post them on its website.

    Article 17 (Market for Corporate Control)

    Acts that result in a change of control of a company, such as acquisition, merger, division, or transfer of business, shall be conducted in a fair and transparent process.

    The act of defending the control of the Company shall not be carried out in a way that sacrifices the interests of the Company and its shareholders in order to maintain the control of some of the shareholders or the management.

    The Company shall ensure that shareholders who oppose a significant structural change, such as a merger and transfer of business, are able to exercise their right to purchase shares at a fair value that reflects the true value of their shares in accordance with the law.

Differences from the best practice guidelines

Corporate Governance Best Practice Recommendations Adoption (Y/N) Remarks
Board composition requirements O Outside directors making up the majority (3 out of 5)
Outside Director Candidate Nomination Committee O Outside directors making up the majority (4 out of 5)
Concentrated voting system X Independence from the Company, management, and controlling shareholders
Independence of outside directors O Regular meetings held every quarter
Regular board meetings O -
Establishment of rules of operation for the BOD and its committees O -
Disclosure of the operating status of the BOD and its committees O -
Audit Committee composition requirements O All outside directors (including accounting or finance experts)
Subscribe to a liability insurance policy for the directors at the Company's expense O Subscribe to a liability insurance policy for the executives
Board evaluation X -
Provide information in advance to directors for board meetings O -
Certification of accuracy and completeness of financial reporting O -
Establishment of a code of ethics for employees O Posting on the Group's ethical management web page
Explanation of the differences from best practice guidelines O -