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 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
(Current) Vice president, Bukwang Pharm. Co., Ltd
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 23, 2022Three years from election
(Current) Managing Partner, ERUUM & LEEON Intellectual Property Law Firm
(Current) Adjunct Professor, Yonsei University
Outside Director/Member of Audit Member, Medipost
Representative Director, SL BIGEN. Co., Ltd.
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 23, 2022Three 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
(Current) Representative Director, Seoul Miramar Co. (Grand Hyatt Seoul)
(Current) 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
Hyun Seung Lee
Outside Director/Member of Audit Committee
Elected on March 29, 2024Three years from election
(Current) 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, Hyun Seung Lee, Ok Jin Kim
Remuneration CommitteeManagement regulations
Matters related to remuneration, etc. of Directors
Mi Chung Ahn(*), Woo Hyun Lee, Jina Kang, Hyun Seung Lee, Ok Jin Kim
Audit CommitteeManagement regulations
Audit and inspection, etc.
Ok Jin Kim(*), Mi Chung Ahn, Jina Kang, Hyun Seung Lee
Internal Trading CommitteeManagement regulations
Matters regarding large-scale internal trading
Hyun Seung Lee(*), Mi Chung Ahn, Jina Kang, Ok Jin Kim
ESG CommitteeManagement regulations
Matters concerning sustainable management
JinSeok Seo(*), Mi Chung Ahn, Jina Kang, Hyun Seung Lee, Ok Jin Kim

Performances of the BOD and its Committees

2023
2022
2021

Board of Directors

Session	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Date	Agenda Item	Voting	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%)
1st	January 18, 2023	Offering of cash deficiency support (CDS)	Passed	In favor	Voting rights not exercised	In favor	N/A	In favor	In favor	In favor	Absent
		Alteration of the spin-off plan	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	Absent
		Appointment of an adviser	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	Absent
2nd	February 7, 2023	Approval of safety and health management plan for 2023	Passed	Absent	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Reappointment of unregistered executives	Passed	Absent	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Approval of the financial statements, consolidated financial statements, and business report for the 49th period	Passed	Absent	In favor	In favor	N/A	In favor	In favor	In favor	In favor
3rd	March 2, 2023	Issuance of corporate bonds	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Appointment of unregistered executives	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		The convocation of the 49th annual general meeting of shareholders and introduction of electronic voting	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
4th	April 25, 2023	Appointment of unregistered executives	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Election of chairman and representative director	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Appointment of unregistered executives	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Revision of regulations including the Regulations on the Board of Directors	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
5th	May 2, 2023	Approval of a notice that substitutes for a shareholder’s general meeting to report the completion of the spin-off	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Election of representative director	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Election of the chairman of the board	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Appointment of members of committees	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
		Appointment of compliance officer	Passed	In favor	In favor	In favor	N/A	In favor	In favor	In favor	In favor
6th	June 22, 2023	Appointment of an adviser	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
7th	July 27, 2023	Approval of rights issue by means of tender offer and in-kind contribution	Passed	In favor	In favor	-	In favor	In favor	In favor	Absent	In favor
8th	August 24, 2023	Provision of payment guarantee to specially related persons	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
9th	September 21, 2023	Approval of large-scale internal trading	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
9th	September 21, 2023	Lending to specially related person (DCRE)	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
10th	October 26, 2023	Participation in rights issue based on in-kind contribution toward OCI Company Ltd. and signing an in-kind contribution contract	Passed	In favor	In favor	-	In favor	In favor	In favor	Absent	In favor
11th	December 13, 2023	Designation of the record date for the 50th annual general meeting of shareholders	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
		Approval of a transaction with specially related persons	Passed	In favor	Voting rights not exercised	-	In favor	In favor	In favor	In favor	In favor
		Reappointment of unregistered executives and an adviser	Passed	In favor	In favor	-	In favor	In favor	In favor	In favor	In favor
12th	December 18, 2023	Provision of guarantee to specially related person (OCIM Sdn. Bhd.)	Passed	In favor	Absent	-	In favor	In favor	In favor	In favor	In favor

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%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Mi Chung Ahn (100%)	Jina Kang (100%)
1st	Mi Chung Ahn(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Jina Kang	February 17, 2023	Nomination of candidates for directors	Passed	In favor	In favor	In favor	In favor	In favor
2nd (note1)	Jina Kang(*), Woo Hyun Lee, Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn	May 2, 2023	Appointment of the chairperson of the Independent Director Candidate Recommendation Committee	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%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Mi Chung Ahn (100%)	Jina Kang (100%)
1st	Woo Sug Baik(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	March 2, 2023	Approval of the limit to directors’ remuneration for 2023	Passed	In favor	In favor	In favor	In favor	In favor
2nd (note1)	Mi Chung Ahn(*),Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina Kang	May 2, 2023	Appointment of the chairperson of the Remuneration Committee	Passed	In favor	In favor	In favor	In favor	In favor
3rd	Mi Chung Ahn(*),Woo Sug Baik, Boo Whan Han, Kyung Hwan Chang, Jina Kang	June 22, 2023	Approval of the revision of directors’ remuneration	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	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Mi Chung Ahn (50%)	Jina Kang (75%)
1st	Boo Whan Han(*), Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	January 18, 2023	One report item	-	Present	Present	Present	Absent
2nd		April 25, 2023	One report item	-	Present	Present	Present	Present
3rd (note1)		July 27, 2023	One report item	-	Present	Present	Absent	Present
4th		October 26, 2023	One report item	-	Present	Present	Absent	Present

ESG Committees

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Teak Joung Kim (100%)	Jin Sug Suh (100%)	Boo Whan Han (100%)	Kyung Hwan Chang (100%)	Mi Chung Ahn (100%)	Jina Kang (100%)
1st	Teak Joung Kim(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	February 17, 2023	Four report items	-	Present	-	Present	Present	Present	Present
2nd		April 25, 2023	One report item	-	Present	-	Present	Present	Present	Present
3rd (note1)	Jin Sug Suh(*), Boo Whan Han, Kyung Hwan Chang, Mi Chung Ahn, Jina Kang	May 2, 2023	Appointment of the chairperson of the ESG Committee	Passed	-	In favor	In favor	In favor	In favor	In favor
4th		September 21, 2023	Two report items	-	-	Present	Present	Present	Present	Present
5th		December 13, 2023	Two report items	-	-	Present	Present	Present	Present	Present

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