Management Information

Composition of the Board of Directors

In order to strengthen the professionalism of the board, OCI Holdings appoints members of the board of directors in consideration of their experience and expertise in chemistry, law, accounting, finance and their stake holding status and other mandates. Furthermore, OCI tries to secure diversity in the board of directors, including gender, age, race, ethnicity, country of origin, and nationality. Term of directors is three years from election and all directors are insured with the Directors and Officers Liability and Company Reimbursement Policy

Regulation on the Board of Directors

Directors

  • Woo Hyun Lee
    Chairman & Representative Director
    Elected on March 29, 2024Three years from election
    (Current) Executive Director, Bukwang Pharm. Co., Ltd
    (Current) Director, OCIM Sdn. Bhd.
    (Current) Non-standing Vice Chairman, Seoul Chamber of Commerce and Industry
    Korea International Trade Association Vice President, CSFB (Hong Kong)
    Chairman, Bukwang Pharm. Co., Ltd
  • Jin Sug Suh
    President(CEO) & Representative Director
    Elected on May 2, 2023Three years from election
    EY Hanyoung Korea, Vice Chairman (Non-Executive)
    EY Hanyoung Korea, Director, Asia Pacific Director
    EY Hanyoung Korea, Audit Leader
Term of Director: Three years from election
The company purchased executive liability insurance for all registered executive officers.

Independent Directors

  • Mi Chung Ahn
    Chairman of the board/Outside Director/Member of Audit Committee
    Elected on March 29, 2024Three years from election
    (Current) Representative Director, SL BIGEN. Co., Ltd.
    (Current) Adjunct Professor, Yonsei University
    Outside Director/Member of Audit Member, Medipost
    Managing Partner, ERUUM & LEEON Intellectual Property Law Firm
    Outside Director/Member of Audit Member, Genexine, Inc.
    MD of R&D Strategy Planning Team of Ministry of Trade, Industry and Energy
  • Jina Kang
    Outside Director/Member of Audit Committee
    Elected on March 29, 2024Three years from election
    (Current) Professor, Technology Management, Economics and Policy Program, Graduate School, Seoul National University
    (Current) Outside Director/Member of Audit Committee, Hyundai Mobis Co., Ltd.
    Assistant Professor, California State University (Fullerton)
  • Ok Jin Kim
    Outside Director/Member of Audit Committee
    Elected on March 29, 2024Three years from election
    (Present) Representative Director, Seoul Miramar Co. (Grand Hyatt Seoul)
    (Present) Auditor, Seoul Tourism Organization
    Advisory Board Member, Korea Accounting Standards Board
    CEO of Sampyo Corporation
    CFO/COO of GE Korea
    CFO, SC Bank Korea/SC Bank Holding Company
    USA Director, KPMG LLP, NY
  • Hyeon Seung Lee
    Outside Director/Member of Audit Committee
    Elected on March 29, 2024Three years from election
    (Present) Management Advisor, KB Asset Management
    Financial Supervisory Advisory Board Member, Financial Supervisory Service
    Non-standing Vice Chairman, Korea Financial Investment Association
    President/Representative Director, KB Asset Management
    President/Representative Director, SK Securities
    President/Representative Director, GE Korea
Term of Director: Three years from election
The company purchased executive liability insurance for all registered executive officers.

Committees under the Board of Directors

* Chairman
  • Independent Director Candidate Recommendation CommitteeManagement regulations
    Matters related to remuneration, etc. of Directors
    Jina Kang (*), Woo Hyun Lee, Mi Chung Ahn, Hyeon Seung Lee, Ok Jin Kim
  • Remuneration CommitteeManagement regulations
    Matters related to remuneration, etc. of Directors
    Mi Chung Ahn(*), Woo Hyun Lee, Jina Kang, Hyeon Seung Lee, Ok Jin Kim
  • Audit CommitteeManagement regulations
    Audit and inspection, etc.
    Ok Jin Kim(*), Mi Chung Ahn, Jina Kang, Hyeon Seung Lee
  • Internal Trading CommitteeManagement regulations
    Matters regarding large-scale internal trading
    Hyeon Seung Lee(*), Mi Chung Ahn, Jina Kang, Ok Jin Kim
  • Matters concerning sustainable management
    JinSeok Seo(*), Mi Chung Ahn, Jina Kang, Hyeon Seung Lee, Ok Jin Kim

Performances of the BOD and its Committees

Board of Directors

SessionDateAgenda itemVotingNames of directors and voting results (attendance rate)
Chairman of the board
Woo Sug Baik
(92%)
Representative director
Woo Hyun Lee
(92%)
Representative director
Teak Joung Kim
(100%)
Representative director
Jin Sug Suh
(100%)
Independent director
Boo Whan Han
(100%)
Independent director
Kyung Hwan Chang
(100%)
Independent director
Mi Chung Ahn
(83%)
Independent director
Jina Kang
(92%)
1stJanuary 18, 2023Offering of cash deficiency support (CDS)PassedIn favorVoting rights not exercisedIn favorN/AIn favorIn favorIn favorAbsent
Alteration of the spin-off planPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorAbsent
Appointment of an adviserPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorAbsent
2ndFebruary 7, 2023Approval of safety and health management plan for 2023PassedAbsentIn favorIn favorN/AIn favorIn favorIn favorIn favor
Reappointment of unregistered executivesPassedAbsentIn favorIn favorN/AIn favorIn favorIn favorIn favor
Approval of the financial statements, consolidated financial statements, and business report for the 49th periodPassedAbsentIn favorIn favorN/AIn favorIn favorIn favorIn favor
3rdMarch 2, 2023Issuance of corporate bondsPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Appointment of unregistered executivesPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
The convocation of the 49th annual general meeting of shareholders and introduction of electronic votingPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
4thApril 25, 2023Appointment of unregistered executivesPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Election of chairman and representative directorPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Appointment of unregistered executivesPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Revision of regulations including the Regulations on the Board of DirectorsPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
5thMay 2, 2023Approval of a notice that substitutes for a shareholder’s general meeting to report the completion of the spin-offPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Election of representative directorPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Election of the chairman of the boardPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Appointment of members of committeesPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
Appointment of compliance officerPassedIn favorIn favorIn favorN/AIn favorIn favorIn favorIn favor
6thJune 22, 2023Appointment of an adviserPassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
7thJuly 27, 2023Approval of rights issue by means of tender offer and in-kind contributionPassedIn favorIn favor-In favorIn favorIn favorAbsentIn favor
8thAugust 24, 2023Provision of payment guarantee to specially related personsPassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
9thSeptember 21, 2023Approval of large-scale internal tradingPassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
Lending to specially related person (DCRE)PassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
10thOctober 26, 2023Participation in rights issue based on in-kind contribution toward OCI Company Ltd. and signing an in-kind contribution contractPassedIn favorIn favor-In favorIn favorIn favorAbsentIn favor
11thDecember 13, 2023Designation of the record date for the 50th annual general meeting of shareholdersPassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
Approval of a transaction with specially related personsPassedIn favorVoting rights not exercised-In favorIn favorIn favorIn favorIn favor
Reappointment of unregistered executives and an adviserPassedIn favorIn favor-In favorIn favorIn favorIn favorIn favor
12thDecember 18, 2023Provision of guarantee to specially related person (OCIM Sdn. Bhd.)PassedIn favorAbsent-In favorIn favorIn favorIn favorIn favor

Independent Director Candidate Recommendation Committee

* Chairman
SessionMemberDateAgenda itemVotingNames of directors and voting results (attendance rate)
Woo Hyun Lee
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Mi Chung Ahn
(100%)
Jina Kang
(100%)
1stMi Chung Ahn(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Jina KangFebruary 17, 2023Nomination of candidates for directorsPassedIn favorIn favorIn favorIn favorIn favor
2nd (note1)Jina Kang(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Mi Chung AhnMay 2, 2023Appointment of the chairperson of the Independent Director Candidate Recommendation CommitteePassedIn favorIn favorIn favorIn favorIn favor

Remuneration Committee

* Chairman
SessionMemberDateAgenda itemVotingNames of directors and voting results (attendance rate)
Woo Sug Baik
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Mi Chung Ahn
(100%)
Jina Kang
(100%)
1stWoo Sug Baik(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina KangMarch 2, 2023Approval of the limit to directors’ remuneration for 2023PassedIn favorIn favorIn favorIn favorIn favor
2nd (note1)Mi Chung Ahn(*),Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina KangMay 2, 2023Appointment of the chairperson of the Remuneration CommitteePassedIn favorIn favorIn favorIn favorIn favor
3rdMi Chung Ahn(*),Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina KangJune 22, 2023Approval of the revision of directors’ remunerationPassedIn favorIn favorIn favorIn favorIn favor

Internal Trading Committee

* Chairman
SessionMemberDateAgenda itemVotingNames of directors and voting results (attendance rate)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Mi Chung Ahn
(50%)
Jina Kang
(75%)
1stBoo Whan Han(*), Kyung Hwan Chang, Mi Chung Ahn, Jina KangJanuary 18, 2023One report item-PresentPresentPresentAbsent
2ndApril 25, 2023One report item-PresentPresentPresentPresent
3rd (note1)July 27, 2023One report item-PresentPresentAbsentPresent
4thOctober 26, 2023One report item-PresentPresentAbsentPresent

ESG Committees

* Chairman
SessionMemberDateAgenda itemVotingNames of directors and voting results (attendance rate)
Teak Joung Kim
(100%)
Jin Sug Suh
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Mi Chung Ahn
(100%)
Jina Kang
(100%)
1stTeak Joung Kim(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina KangFebruary 17, 2023Four report items-Present-PresentPresentPresentPresent
2ndApril 25, 2023One report item-Present-PresentPresentPresentPresent
3rd (note1)Jin Sug Suh(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina KangMay 2, 2023Appointment of the chairperson of the ESG CommitteePassed-In favorIn favorIn favorIn favorIn favor
4thSeptember 21, 2023Two report items--PresentPresentPresentPresentPresent
5thDecember 13, 2023Two report items--PresentPresentPresentPresentPresent

(Note1) From May 2, 2023, the committee belongs to OCI Holdings, the surviving company after spin-off.