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 Holdings 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) Director, OCI TerraSus Sdn. Bhd.
    (Current) Non-standing Vice Chairman, Seoul Chamber of Commerce and Industry
    (Current) Non-Standing Vice Chairman, Korea International Trade Association
    Vice President, CSFB(Hong Kong)
  • Teak Joung Kim
    Vice Chairman & Representative Director
    Elected on March 26, 2025Three years from election
    (Current) Senior Vice Chairman, OCI Co., Ltd.
    (Current) Director, OCI TerraSus Sdn. Bhd.
    (Current) Vice Chairman, Korea Industrial Technology Association
    (Current) Director, Korea Specialty Chemical Industry Association
  • Su Mi Lee
    SEVP & Representative Director
    Elected on March 26, 2025Three years from election
    (Current) COO & CFO, OCI Holdings Co., Ltd.
    (Current) SEVP & CSO, OCI Co., Ltd.
    EVP, Planning Department, OCI Co., Ltd.
    SVP, Planning Department, OCI Co., Ltd.
Term of Director: Three years from election
The company purchased executive liability insurance for all registered executive officers.

Independent Directors

  • Ok Jin Kim

    Outside Director &
    Member of Audit Committee

    Elected on March 29, 2024Three years from election
    (Current) Auditor, Seoul Tourism Organization
    Representative Director, Seoul Miramar Co. (Grand Hyatt Seoul)
    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
    (Current) CEO of Manpower Korea Inc.
  • Hyun Seung Lee

    Outside Director &
    Member of Audit Committee

    Elected on March 29, 2024Three years from election
    (Current) Chairman, LHS Asset Management
    Financial Supervisory Advisory Board Member, Financial Supervisory Service
    Non-standing Vice Chairman, Korea Financial Investment Association
  • Woo Sung Shin

    Outside Director &
    Member of Audit Committee

    Elected on March 26, 2025Three years from election
    Chairman & Representative Director, BASF Co., Ltd.
    Representative Director, Kumho P&B Chemicals, Inc.
  • Pil Nam Kim

    Outside Director &
    Member of Audit Committee

    Elected on March 26, 2025Three years from election
    (Current) Dean, KAIST Academy, KAIST
    (Current) Head, Center for Excellence in Learning & Teaching, KAIST
    (Current) Associate Professor, Bio and Brain Engineering, KAIST
    Assistant Professor, Bio and Brain Engineering, KAIST
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
    Hyun Seung Lee(*), Ok Jin Kim, Woo Sung Shin, Pil Nam Kim
  • Remuneration CommitteeManagement regulations
    Matters related to remuneration, etc. of Directors
    Woo Sung Shin(*), Ok Jin Kim, Hyun Seung Lee, Pil Nam Kim
  • Audit CommitteeManagement regulations
    Audit and inspection, etc.
    Ok Jin Kim(*), Hyun Seung Lee, Woo Sung Shin, Pil Nam Kim
  • Internal Trading CommitteeManagement regulations
    Matters regarding large-scale internal trading
    Pil Nam Kim(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin
  • Matters concerning sustainable management
    Su Mi Lee(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin, Pil Nam Kim

Board of Directors Evaluation

OCI Holdings has been conducting annual evaluations of the Board of Directors and committees through surveys targeting directors since 2021.
In addition, independent directors also carry out self-assessments.
The results of these evaluations are used as reference materials to improve the management and operation of the Board.

1. BOD Evaluation Results (Evaluation of Individual Director)

CategoryNumber of questionsKey assessment questionsScore (out of 5 points)
BOD Roles and Responsibilities5Is the Board performing its duties fairly and faithfully in the interests of the company and all shareholders
Is the Board properly aware of its responsibility to oversee management
Does the Board understand the company’s ethical obligations and social responsibilities, and reflect them in its decision-making
4.8
BOD Structure3Is the size of the Board appropriate for effective discussions and activities4.8
BOD Independence3Do the Board members understand and respect each other's authorities and responsibilities5.0
BOD Operation and Agenda6Is the Board convened regularly and appropriately to faithfully perform its duties
Do the Board members receive materials related to Board agenda items with sufficient time in advance
4.9

2. Committee Evaluation Results (Evaluation of Individual Director)

CategoryNumber of questionsKey assessment questionsScore (out of 5 points)
Audit Committee5Is the Audit Committee convened appropriately to efficiently perform its duties
Does the Audit Committee conduct audits on accounting and operations and faithfully report the results to the General Meeting of Shareholders
4.8
Other Committees5Is the number of committees within the Board appropriate for efficient and effective operations
Do the committees understand their authorities and responsibilities
4.8

3. Independent Directors' Self-Evaluation Results

CategoryNumber of questionsKey assessment questionsScore (out of 5 points)
Independent Directors' Self-Evaluation8Did I perform my duties fairly in the interest of the company and all shareholders
Did I understand the company’s ethical obligations and social responsibilities, and reflect them in decision-making
Did I take ownership of the company as a conviction and strive for higher profit generation
4.8

Performances of the BOD and its Committees

Board of Directors

SessionDateAgenda ItemVotingNames of Directors and Voting Results (Attendance Rate)
Director
Woo Sug Baik
(100%)
Director
Woo Hyun Lee
(100%)
Director
Jin Sug Suh
(100%)
Independent Director
Mi Chung Ahn
(100%)
Independent Director
Boo Whan Han
(100%)
Independent Director
Kyung Hwan Chang
(100%)
Independent Director
Jina Kang
(100%)
Independent Director
Hyun Seung Lee
(100%)
Independent Director
Ok Jin Kim
(100%)
1stJanuary 12, 2024Acquisition of shares of other corporations (Hanmi Science Co., Ltd.) and decision on paid-in capital increasePassedIn FavorIn FavorIn FavorIn FavorIn FavorIn FavorIn Favor--
2ndJanuary 24, 2024Provision of fund supplementation commitmentPassedIn FavorIn FavorIn FavorIn FavorIn FavorIn FavorIn Favor--
3rdFebruary 7, 2024Approval of the financial statements, consolidated financial statements, and business report for the 50th periodPassedIn FavorIn FavorIn FavorIn FavorIn FavorIn FavorIn Favor--
Decision on the retirement of treasury sharesPassedIn FavorIn FavorIn FavorIn FavorIn FavorIn FavorIn Favor--
Amendment of the board of directors regulationsPassedIn FavorIn FavorIn FavorIn FavorIn FavorIn FavorIn Favor--
Appointment of an advisorPassedIn favorIn favorIn favorIn favorIn favorIn favorIn favor--
4thMarch 6, 2024The convocation of the 50th annual general meeting of shareholders and introduction of electronic voting systemPassedIn favorIn favorIn favorIn favorIn favorIn favorIn favor--
5thMarch 12, 2024Correction of agenda items for the 50th annual general meeting of shareholdersPassedIn favorIn favorIn favorIn favorIn favorIn favorIn favor--
6thMarch 18, 2024Provision of fund supplementation commitmentPassedIn favorIn favorIn favorIn favorIn favorIn favorIn favor--
Provision of loan to specially related party (DCRE)PassedIn favorIn favorIn favorIn favorIn favorIn favorIn favor--
7thMarch 29, 2024Election of representative directorPassed-In favorIn favorIn favor--In favorIn favorIn favor
Election of the chairman of the boardPassed-In favorIn favorIn favor--In favorIn favorIn favor
Appointment of members of committeesPassed-In favorIn favorIn favor--In favorIn favorIn favor
Conclusion of trust agreement for the acquisition of treasury sharesPassed-In favorIn favorIn favor--In favorIn favorIn favor
Provision of debt guaranteePassed-Voting rights not exercisedIn favorIn favor--In favorIn favorIn favor
8thApril 8, 2024Withdrawal of decision on acquisition of shares of other corporations (Hanmi Science Co., Ltd.) and paid-in capital increase (contract cancellation)Passed-In favorIn favorIn favor--In favorIn favorIn favor
9thApril 30, 2025Two report items--PresentPresentPresent--PresentPresentPresent
10thJune 20, 2024Provision of loan to specially related party (DCRE)Passed-In favorIn favorIn favor--In favorIn favorIn favor
11thAugust 5, 2025Decision on the retirement of treasury sharesPassed-In favorIn favorIn favor--In favorIn favorIn favor
Conclusion of trust agreement for the acquisition of treasury sharesPassed-In favorIn favorIn favor--In favorIn favorIn favor
Approval of comprehensive share exchangePassed-In favorIn favorIn favor--In favorIn favorIn favor
Designation of the record datePassed-In favorIn favorIn favor--In favorIn favorIn favor
12thSeptember 11, 2024Provision of loan to specially related party (DCRE)Passed-In favorIn favorIn favor--In favorIn favorIn favor
13thSeptember 26, 2024Approval of small-scale share exchangePassed-In favorIn favorIn favor--In favorIn favorIn favor
14thOctober 14, 2024Provision of payment guarantee to specially related party (OCIKUMHO Sdn. Bhd.)Passed-In favorIn favorIn favor--In favorIn favorIn favor
15thOctober 31, 2024Appointment of non-registered executivePassed-In favorIn favorIn favor--In favorIn favorIn favor
Appointment of non-registered executivePassed-Voting rights not exercisedIn favorIn favor--In favorIn favorIn favor
16thNovember 21, 2024Conclusion of trust agreement for the acquisition of treasury sharesPassed-In favorIn favorIn favor--In favorIn favorIn favor
Provision of payment guarantee to specially related partyPassed-Voting rights not exercisedIn favorIn favor--In favorIn favorIn favor
Amendment of internal accounting management regulationsPassed-In favorIn favorIn favor--In favorIn favorIn favor
Amendment of audit committee regulationsPassed-In favorIn favorIn favor--In favorIn favorIn favor
17thDecember 6, 2024Designation of the record date for the 51st Annual General Meeting of ShareholdersPassed-In favorIn favorIn favor--In favorIn favorIn favor
Approval of transactions with specially related partyPassed-Voting rights not exercisedIn favorIn favor--In favorIn favorIn favor

* OCIM Sdn. Bhd. changed its name to OCI TerraSus Sdn. Bhd. as of February 4, 2025

Independent Director Candidate Recommendation Committee

* Chairman
SessionMemberDateAgenda ItemVotingNames of Directors and Voting Results (Attendance Rate)
Woo Hyun Lee
(100%)
Mi Chung Ahn
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Jina Kang
(100%)
1stJina Kang(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Mi Chung AhnFebruary 7, 2024Recommendation of the candidate Lee Woo Hyun for inside directorPassedVoting rights not exercisedIn favorIn favorIn favorIn favor
Recommendation of the candidate Lim Joo Hyun for inside directorPassedIn favorIn favorIn favorIn favorIn favor
Recommendation of the candidate Nam Kyu Kim for inside directorPassedIn favorIn favorIn favorAgainstIn favor
Recommendation of the candidate Ok Jin Kim for outside director and audit committee memberPassedIn favorIn favorIn favorIn favorIn favor
Recommendation of the candidate Hyun Seung Lee for outside director and audit committee memberPassedIn favorIn favorIn favorIn favorIn favor
Recommendation of the candidate Charles Y-S Chang for outside director and audit committee memberPassedIn favorIn favorIn favorIn favorIn favor

Remuneration Committee

* Chairman
SessionMemberDateAgenda ItemVotingNames of Directors and Voting Results (Attendance Rate)
Woo Sug Baik
(100%)
Mi Chung Ahn
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Jina Kang
(100%)
1stMi Chung Ahn(*), Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina KangFebruary 7, 2024Provision of special merit retirement paymentfor director Woo Sug BaikPassedVoting rights not exercisedIn favorIn favorIn favorIn favor
2ndMarch 6, 2024Approval of the limit to directors’ remuneration for 2024PassedIn favorIn favorIn favorIn favorIn favor

Internal Trading Committee

* Chairman
SessionMemberDateAgenda ItemVotingNames of Directors and Voting Results (Attendance Rate)
Mi Chung Ahn
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Jina Kang
(100%)
Hyun Seung Lee
(100%)
Ok Jin Kim
(100%)
1stBoo Whan Han(*), Kyung Hwan Chang, Mi Chung Ahn, Jina KangFebruary 7, 2024One report item-PresentPresentPresentPresent--
2ndHyun Seung Lee(*), Mi Chung Ahn, Ok Jin Kim, Jina KangMarch 29, 2024Appointment of the chairman of the Internal Trading CommitteePassedIn favor--In favorIn favorIn favor

ESG Committees

* Chairman
SessionMemberDateAgenda ItemVotingNames of Directors and Voting Results (Attendance Rate)
Jin Sug Suh
(100%)
Mi Chung Ahn
(100%)
Boo Whan Han
(100%)
Kyung Hwan Chang
(100%)
Jina Kang
(100%)
Hyun Seung Lee
(100%)
Ok Jin Kim
(100%)
1stJin Sug Suh(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina KangFebruary 7, 2024Two report items-PresentPresentPresentPresentPresent--
2ndJin Sug Suh(*), Mi Chung Ahn, Jina Kang, Ok Jin Kim, Hyun Seung LeeSeptember 26, 2024Two report items-PresentPresent--PresentPresentPresent
3rdDecember 17, 2024Two report items-PresentPresent--PresentPresentPresent