OCI 홀딩스

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) Chairman, Korea-Malaysia Economic Cooperation Committee
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
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.
(Current) Vice Chairman, Korea Listed Companies Association
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
ESG CommitteeManagement regulations
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.

2024

1. BOD Evaluation Results (Evaluation of Individual Director)

Category	Number of questions	Key assessment questions	Score (out of 5 points)
BOD Roles and Responsibilities	5	Is 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 Structure	3	Is the size of the Board appropriate for effective discussions and activities	4.8
BOD Independence	3	Do the Board members understand and respect each other's authorities and responsibilities	5.0
BOD Operation and Agenda	6	Is 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)

Category	Number of questions	Key assessment questions	Score (out of 5 points)
Audit Committee	5	Is 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 Committees	5	Is 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

Category	Number of questions	Key assessment questions	Score (out of 5 points)
Independent Directors' Self-Evaluation	8	Did 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

2024
2023
2022
2021

Board of Directors

Session	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Date	Agenda Item	Voting	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%)
1st	January 12, 2024	Acquisition of shares of other corporations (Hanmi Science Co., Ltd.) and decision on paid-in capital increase	Passed	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	-	-
2nd	January 24, 2024	Provision of fund supplementation commitment	Passed	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	-	-
3rd	February 7, 2024	Approval of the financial statements, consolidated financial statements, and business report for the 50th period	Passed	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	-	-
		Decision on the retirement of treasury shares	Passed	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	-	-
		Amendment of the board of directors regulations	Passed	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	In Favor	-	-
		Appointment of an advisor	Passed	In favor	In favor	In favor	In favor	In favor	In favor	In favor	-	-
4th	March 6, 2024	The convocation of the 50th annual general meeting of shareholders and introduction of electronic voting system	Passed	In favor	In favor	In favor	In favor	In favor	In favor	In favor	-	-
5th	March 12, 2024	Correction of agenda items for the 50th annual general meeting of shareholders	Passed	In favor	In favor	In favor	In favor	In favor	In favor	In favor	-	-
6th	March 18, 2024	Provision of fund supplementation commitment	Passed	In favor	In favor	In favor	In favor	In favor	In favor	In favor	-	-
6th	March 18, 2024	Provision of loan to specially related party (DCRE)	Passed	In favor	In favor	In favor	In favor	In favor	In favor	In favor	-	-
7th	March 29, 2024	Election of representative director	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Election of the chairman of the board	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Appointment of members of committees	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Conclusion of trust agreement for the acquisition of treasury shares	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Provision of debt guarantee	Passed	-	Voting rights not exercised	In favor	In favor	-	-	In favor	In favor	In favor
8th	April 8, 2024	Withdrawal of decision on acquisition of shares of other corporations (Hanmi Science Co., Ltd.) and paid-in capital increase (contract cancellation)	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
9th	April 30, 2025	Two report items	-	-	Present	Present	Present	-	-	Present	Present	Present
10th	June 20, 2024	Provision of loan to specially related party (DCRE)	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
11th	August 5, 2025	Decision on the retirement of treasury shares	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Conclusion of trust agreement for the acquisition of treasury shares	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Approval of comprehensive share exchange	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Designation of the record date	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
12th	September 11, 2024	Provision of loan to specially related party (DCRE)	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
13th	September 26, 2024	Approval of small-scale share exchange	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
14th	October 14, 2024	Provision of payment guarantee to specially related party (OCIKUMHO Sdn. Bhd.)	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
15th	October 31, 2024	Appointment of non-registered executive	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
15th	October 31, 2024	Appointment of non-registered executive	Passed	-	Voting rights not exercised	In favor	In favor	-	-	In favor	In favor	In favor
16th	November 21, 2024	Conclusion of trust agreement for the acquisition of treasury shares	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Provision of payment guarantee to specially related party	Passed	-	Voting rights not exercised	In favor	In favor	-	-	In favor	In favor	In favor
		Amendment of internal accounting management regulations	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
		Amendment of audit committee regulations	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
17th	December 6, 2024	Designation of the record date for the 51st Annual General Meeting of Shareholders	Passed	-	In favor	In favor	In favor	-	-	In favor	In favor	In favor
17th	December 6, 2024	Approval of transactions with specially related party	Passed	-	Voting rights not exercised	In favor	In favor	-	-	In favor	In favor	In favor

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

Independent Director Candidate Recommendation Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Woo Hyun Lee (100%)	Mi Chung Ahn (100%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Jina Kang (100%)
1st	Jina Kang(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn	February 7, 2024	Recommendation of the candidate Lee Woo Hyun for inside director	Passed	Voting rights not exercised	In favor	In favor	In favor	In favor
			Recommendation of the candidate Lim Joo Hyun for inside director	Passed	In favor	In favor	In favor	In favor	In favor
			Recommendation of the candidate Nam Kyu Kim for inside director	Passed	In favor	In favor	In favor	Against	In favor
			Recommendation of the candidate Ok Jin Kim for outside director and audit committee member	Passed	In favor	In favor	In favor	In favor	In favor
			Recommendation of the candidate Hyun Seung Lee for outside director and audit committee member	Passed	In favor	In favor	In favor	In favor	In favor
			Recommendation of the candidate Charles Y-S Chang for outside director and audit committee member	Passed	In favor	In favor	In favor	In favor	In favor

Remuneration Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Woo Sug Baik (100%)	Mi Chung Ahn (100%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Jina Kang (100%)
1st	Mi Chung Ahn(*), Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina Kang	February 7, 2024	Provision of special merit retirement paymentfor director Woo Sug Baik	Passed	Voting rights not exercised	In favor	In favor	In favor	In favor
2nd		March 6, 2024	Approval of the limit to directors’ remuneration for 2024	Passed	In favor	In favor	In favor	In favor	In favor

Internal Trading Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Mi Chung Ahn (100%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Jina Kang (100%)	Hyun Seung Lee (100%)	Ok Jin Kim (100%)
1st	Boo Whan Han(*), Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	February 7, 2024	One report item	-	Present	Present	Present	Present	-	-
2nd	Hyun Seung Lee(*), Mi Chung Ahn, Ok Jin Kim, Jina Kang	March 29, 2024	Appointment of the chairman of the Internal Trading Committee	Passed	In favor	-	-	In favor	In favor	In favor

ESG Committees

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	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%)
1st	Jin Sug Suh(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	February 7, 2024	Two report items	-	Present	Present	Present	Present	Present	-	-
2nd	Jin Sug Suh(*), Mi Chung Ahn, Jina Kang, Ok Jin Kim, Hyun Seung Lee	September 26, 2024	Two report items	-	Present	Present	-	-	Present	Present	Present
3rd		December 17, 2024	Two report items	-	Present	Present	-	-	Present	Present	Present