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Amorepacific

Corporate Governance

Audit Committee

title
Audit Committee
(total of 3 members)
Chairperson Hee-joon Ahn The Committee is to audit the accounting and activities of the company in accordance with laws and regulations, Articles of Incorporation or Board of Directors Policy, and implement duties delegated by the Board of Directors.
Members Hwi-seong Lee
Members Seong Jin Jo
title
Audit Committee
(total of 3 members)
Chairperson Hee-joon Ahn
Members Hwi-seong Lee
Members Seong Jin Jo
The Committee is to audit the accounting and activities of the company in accordance with laws and regulations, Articles of Incorporation or Board of Directors Policy, and implement duties delegated by the Board of Directors.

Status of 2023

Audit Committee Meeting
title
1st Audit Committee Meeting (30 January 2023)
Matters for Report Internal audit report by internal audit department
Report on the status of Internal Accounting Control System
Discussion of key matters with outside auditor (in the absence of BoD)
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
2nd Audit Committee Meeting (14 February 2023)
Matters for Report Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
Submission of Audit Committee’s audit report
Submission of Audit Committee’s written statement on internal audit controls
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
3rd Audit Committee Meeting (20 April 2023)
Matters for Report Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Internal audit report by the Internal Audit Department
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
4th Audit Committee Meeting (24 July 2023)
Matters for Report Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Internal audit report by the Internal Audit Department
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
5th Audit Committee Meeting (23 October 2023)
Matters for Report Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Internal audit report by the Internal Audit Department
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
1st Audit Committee Meeting (30 January 2023)

<Matters for Report>

  • Internal audit report by internal audit department
  • Report on the status of Internal Accounting Control System
  • Discussion of key matters with outside auditor (in the absence of BoD)
2nd Audit Committee Meeting (14 February 2023)

<Matters for Report>

  • Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
  • Submission of Audit Committee’s audit report
  • Submission of Audit Committee’s written statement on internal audit controls
3rd Audit Committee Meeting (20 April 2023)

<Matters for Report>

  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Internal audit report by the Internal Audit Department
4th Audit Committee Meeting (24 July 2023)

<Matters for Report>

  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Internal audit report by the Internal Audit Department
5th Audit Committee Meeting (23 October 2023)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Internal audit report by the Internal Audit Department

Status of 2022

Audit Committee Meeting
title
1st Audit Committee Meeting (7 February 2022)
Matters for Report Internal audit report by internal audit department
Discussion of key matters with outside auditor (in the absence of BoD)
Report on the status of Internal Accounting Control System
Report on appointment of assigned auditor
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
title
2nd Audit Committee Meeting (23 February 2022)
Matters for Report Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
Submission of Audit Committee’s audit report
Submission of Audit Committee’s written statement on internal audit controls
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
title
3rd Audit Committee Meeting (24 March 2022)
Matters for Resolution
(1 item)
Agenda No. 1: Appointment of Chairperson of Audit Committee
Participants Attendance No. 1 - - - - -
Hee-joon Ahn Present Approve - - - - -
Hwi-seong Lee Present Approve - - - - -
Seong Jin Jo Present Approve - - - - -
Result Approved
title
4th Audit Committee Meeting (24 March 2022)
Matters for Report Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
5th Audit Committee Meeting (22 July 2022)
Matters for Report Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Report on Audit Committee’s evaluation plan of Internal Accounting Control System
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
title
6th Audit Committee Meeting (26 October 2022)
Matters for Report Internal audit report by the Internal Audit Department
Reporting of compliance
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Participants Attendance - - - - - -
Hee-joon Ahn Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Result
1st Audit Committee Meeting (7 February 2022)

<Matters for Report>

  • Internal audit report by internal audit department
  • Discussion of key matters with outside auditor (in the absence of BoD)
  • Report on the status of Internal Accounting Control System
  • Report on appointment of assigned auditor
2nd Audit Committee Meeting (23 February 2022)

<Matters for Report>

  • Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
  • Submission of Audit Committee’s audit report
  • Submission of Audit Committee’s written statement on internal audit controls
3rd Audit Committee Meeting (24 March 2022)

<Matters for Resolution>

Agenda No. 1
Appointment of Chairperson of Audit Committee

Approved

4th Audit Committee Meeting (24 March 2022)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
5th Audit Committee Meeting (22 July 2022)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Report on Audit Committee’s evaluation plan of Internal Accounting Control System
6th Audit Committee Meeting (26 October 2022)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Reporting of compliance
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor

Status of 2021

Audit Committee Meeting
title
1st Audit Committee Meeting (3 February 2021)
Matters for Report Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Internal audit report by the Internal Audit Department
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Jin-yeong Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
title
2nd Audit Committee Meeting (24 February 2021)
Matters for Report Submission of evaluation report on the Internal Accounting Control System by the Audit Committee
Submission of Audit report by the Audit Committee
Submission of the letter of opinion on internal oversight measures by the Audit Committee
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Jin-yeong Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
title
3rd Audit Committee Meeting (27 April 2021)
Matters for Report Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seon Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
title
4th Audit Committee Meeting (23 July 2021)
Matters for Report Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Report on Audit Committee’s evaluation plan of Internal Accounting Control System
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
title
5th Audit Committee Meeting (27 October 2021)
Matters for Report Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Matters for Resolution
(1 item)
Agenda No. 1: Resolution on the request of re-designation of auditor
Participants Attendance No. 1 - - - - -
Yeong-ho Eom Present Approve - - - - -
Hwi-seong Lee Present Approve - - - - -
Seong Jin Jo Present Approve - - - - -
Result Approved
1st Audit Committee Meeting (3 February 2021)

<Matters for Report>

  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Internal audit report by the Internal Audit Department
2nd Audit Committee Meeting (24 February 2021)

<Matters for Report>

  • Submission of evaluation report on the Internal Accounting Control System by the Audit Committee
  • Submission of Audit report by the Audit Committee
  • Submission of the letter of opinion on internal oversight measures by the Audit Committee
3rd Audit Committee Meeting (27 April 2021)

<Matters for Report>

  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
4th Audit Committee Meeting (23 July 2021)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor
  • Report on Audit Committee’s evaluation plan of Internal Accounting Control System
5th Audit Committee Meeting (27 October 2021)

<Matters for Report>

  • Internal audit report by the Internal Audit Department
  • Report on operation of the Internal Accounting Control System
  • (Without the presence of the management) Discussion on key matters with the external auditor

<Matters for Resolution>

Agenda No. 1
Resolution on the request of re-designation of auditor

Approved

Independent Director Nomination Committee

title
Independent Director
Nomination Committee
(total of 3 members)
Members Hwi-seong Lee Purpose of the CommitteeThe Committee has the authority to nominate candidates for independent directors at the Shareholders General Meeting.
MandateIn the case the Committee nominates a candidate for independent director, a Independent Director Nomination Committee is held as a non-standing committee. The Committee is responsible to verify the independency of the nominee against the company and the largest shareholder and the nominee’s capability required by a global company and make its recommendation to the Board of Directors.
Members Seong Jin Jo
Members In-a Choe
title
Independent Director
Nomination Committee
(total of 3 members)
Members Hwi-seong Lee
Members Seong Jin Jo
Members In-a Choe
Purpose of the CommitteeThe Committee has the authority to nominate candidates for independent directors at the Shareholders General Meeting.
MandateIn the case the Committee nominates a candidate for independent director, a Independent Director Nomination Committee is held as a non-standing committee. The Committee is responsible to verify the independency of the nominee against the company and the largest shareholder and the nominee’s capability required by a global company and make its recommendation to the Board of Directors.

Status of 2023

Independent Director Nomination Committee Meeting
title
1st Independent Director Nomination Committee Meeting (30 January 2023)
Matters for Deliberation Deliberation on nomination for independent director candidates
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
In-a Choe Present - - - - - -
Result
title
2nd Independent Director Nomination Committee Meeting (14 February 2023)
Matters for Resolution
(1 item)
Agenda No. 1: Nomination of independent director candidate
Participants Attendance No. 1 - - - - -
Hwi-seong Lee Present Approve - - - - -
Seong Jin Jo Present Approve - - - - -
In-a Choe Present Approve - - - - -
Result Approved
title
3rd Independent Director Nomination Committee Meeting (11 December 2023)
Matters for Report Reporting of BY24 Independent Director Candidate Recommendation Committee operating plan
Matters for Deliberation Deliberation on the pool of candidates for Independent Directors
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
In-a Choe Present - - - - - -
Result
1st Independent Director Nomination Committee Meeting (30 January 2023)

<Matters for Deliberation>

  • Deliberation on nomination for independent director candidates
2nd Independent Director Nomination Committee Meeting (14 February 2023)

<Matters for Resolution>

Agenda No. 1
Nomination of independent director candidate

Approved

1st Independent Director Nomination Committee Meeting (11 December 2023)

<Matters for Report>

  • Reporting of BY24 Independent Director Candidate Recommendation Committee operating plan

<Matters for Deliberation>

  • Deliberation on nomination for independent director candidates

Status of 2022

Independent Director Nomination Committee Meeting
title
1st Independent Director Nomination Committee Meeting (7 February 2022)
Matters for Deliberation Deliberation on nomination for independent director candidates
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seong Lee Present - - - - - -
Gyeong-ja Kim Present - - - - - -
Result
title
2nd Independent Director Nomination Committee Meeting (23 February 2022)
Matters for Deliberation Nomination of independent directors to be appointed at the 16th (Year 2021) Shareholders General Meeting
Participants Attendance No. 1 - - - - -
Yeong-ho Eom Present Approve - - - - -
Hwi-seong Lee Present Approve - - - - -
Gyeong-ja Kim Present Approve - - - - -
Result Approved
1st Independent Director Nomination Committee Meeting (7 February 2022)

<Matters for Deliberation>

  • Deliberation on nomination for independent director candidates
2nd Independent Director Nomination Committee Meeting (23 February 2022)

<Matters for Deliberation>

  • Nomination of independent directors to be appointed at the 16th (Year 2021) Shareholders General Meeting

Approved

Status of 2021

Independent Director Nomination Committee Meeting
title
1st Independent Director Nomination Committee Meeting (3 February 2021)
Matters for Deliberation Deliberation on the recommendation of an outside director who becomes the member of the Audit Committee
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Jin-yeong Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
Result
title
2nd Independent Director Nomination Committee Meeting (24 February 2021)
Matters for Deliberation Recommendation of an outside director who becomes the member of the Audit Committee
Participants Attendance - - - - - -
Yeong-ho Eom Present - - - - - -
Jin-yeong Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
Result
1st Independent Director Nomination Committee Meeting (3 February 2021)

<Matters for Deliberation>

  • Deliberation on the recommendation of an outside director who becomes the member of the Audit Committee
2nd Independent Director Nomination Committee Meeting (24 February 2021)

<Matters for Deliberation>

  • Recommendation of an outside director who becomes the member of the Audit Committee

Internal Transaction Committee

title
Internal Transaction Committee
(total of 4 members)
Chairperson Hwi-seong Lee Purpose of the CommitteeThe Committee deliberates on matters required for review before presenting to the Board of Directors regarding transactions with persons of special relationship as the counterparty.
MandateThe Committee shall deliberate on matters delegated by the Board of Directors, matters that require review before presenting to the Board of Directors, or matters related to internal transactions that require the approval of the Board of Directors defined by the Monopoly Regulation and Fair Trade Act and the Commercial Act.
Matters for Deliberation : Matters concerning internal transactions defined as matters that require the approval of the Board of Directors stipulated in the Monopoly Regulation and Fair Trade Act and the Commercial Act or other matters concerning internal transactions deemed necessary by the Board of Directors or the Committee
Members Hee-joon Ahn
Members Seong Jin Jo
Members Seunghwan Kim
title
Internal Transaction Committee
(total of 4 members)
Chairperson Hwi-seong Lee
Members Hee-joon Ahn
Members Seong Jin Jo
Members Seunghwan Kim
Purpose of the CommitteeThe Committee deliberates on matters required for review before presenting to the Board of Directors regarding transactions with persons of special relationship as the counterparty.
MandateThe Committee shall deliberate on matters delegated by the Board of Directors, matters that require review before presenting to the Board of Directors, or matters related to internal transactions that require the approval of the Board of Directors defined by the Monopoly Regulation and Fair Trade Act and the Commercial Act.
Matters for Deliberation : Matters concerning internal transactions defined as matters that require the approval of the Board of Directors stipulated in the Monopoly Regulation and Fair Trade Act and the Commercial Act or other matters concerning internal transactions deemed necessary by the Board of Directors or the Committee

Status of 2023

Internal Transaction Committee Meeting
title
1st Internal Transaction Committee Meeting (30 January 2023)
Matters for Deliberation Transaction between affiliated companies
Large-scale product and service transaction with affiliated company
Provision of collateral on affiliated company
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Hee-joon Ahn Present - - - - - -
Result
title
2nd Internal Transaction Committee Meeting (20 April 2023)
Matters for Deliberation TBA (Tranfer of Business Agreement) of the Jincheon factory
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Hee-joon Ahn Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
3rd Internal Transaction Committee Meeting (24 July 2023)
Matters for Deliberation Provision of collateral on affiliated company
Transaction between affiliated companies
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Hee-joon Ahn Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
1st Internal Transaction Committee Meeting (30 January 2023)

<Matters for Deliberation>

  • Transaction between affiliated companies
  • Large-scale product and service transaction with affiliated company
  • Provision of collateral on affiliated company
2nd Internal Transaction Committee Meeting (20 April 2023)

<Matters for Deliberation>

  • TBA (Tranfer of Business Agreement) of the Jincheon factory
3rd Internal Transaction Committee Meeting (24 July 2023)

<Matters for Deliberation>

  • Provision of collateral on affiliated company
  • Transaction between affiliated companies

Status of 2022

Internal Transaction Committee Meeting
title
1st Internal Transaction Committee Meeting (7 February 2022)
Matters for Resolution
(3 items)
Agenda No. 1: Transaction between affiliated companies
Agenda No. 2: Large-scale product and service transaction with affiliated company
Agenda No. 3: Provision of collateral on affiliated company
Participants Attendance No. 1 No. 2 No. 3 - - -
Hwi-seong Lee Present Approve Approve Approve - - -
Yeong-ho Eom Present Approve Approve Approve - - -
Seong Jin Jo Present Approve Approve Approve - - -
Sangmok Lee Present Approve Approve Approve - - -
Result Approved Approved Approved
title
2nd Internal Transaction Committee Meeting (22 July 2022)
Matters for Deliberation Provision of collateral on affiliated company
Meeting Agenda Appointment of the Chair of the Internal Transaction Committee
Participants Attendance No. 1 - - - - -
Hwi-seong Lee Present Approve - - - - -
Seong Jin Jo Present Approve - - - - -
Hee-joon Ahn Present Approve - - - - -
Sangmok Lee Present Approve - - - - -
Result Approved
title
3rd Internal Transaction Committee Meeting (26 October 2022)
Matters for Deliberation Transaction between affiliated companies
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Seong Jin Jo Present - - - - - -
Hee-joon Ahn Present - - - - - -
Sangmok Lee Present - - - - - -
Result
1st Internal Transaction Committee Meeting (7 February 2022)

<Matters for Deliberation>

  • Transaction between affiliated companies

Approved

  • Large-scale product and service transaction with affiliated company

Approved

  • Provision of collateral on affiliated company

Approved

2nd Internal Transaction Committee Meeting (22 July 2022)

<Matters for Deliberation>

  • Provision of collateral on affiliated company

Approved

<Meeting Agenda>

  • Appointment of the Chair of the Internal Transaction Committee

Approved

3rd Internal Transaction Committee Meeting (26 October 2022)

<Matters for Deliberation>

  • Transaction between affiliated companies

Status of 2021

Internal Transaction Committee Meeting
title
1st Internal Transaction Committee Meeting (3 February 2021)
Matters for Resolution
(2 items)
Agenda No. 1: Deliberation of large-scale product and service transactions with affiliates
Agenda No. 2: Deliberation of transactions between affiliates
Participants Attendance No. 1 No. 2 - - - -
Hwi-seong Lee Present Approve Approve - - - -
Yeong-ho Eom Present Approve Approve - - - -
Jin-yeong Kim Present Approve Approve - - - -
Sangmok Lee Present Approve Approve - - - -
Result Approved Approved
title
2nd Internal Transaction Committee Meeting (27 April 2021)
Matters for Resolution
(1 item)
Agenda No. 1: Deliberation of transactions between the company and directors
Participants Attendance No. 1 - - - - -
Hwi-seong Lee Present Approve - - - - -
Yeong-ho Eom Present Approve - - - - -
Jin-yeong Kim Present Approve - - - - -
Sangmok Lee Present Approve - - - - -
Result Approved
title
3rd Internal Transaction Committee Meeting (23 July 2021)
Matters for Resolution
(2 items)
Agenda No. 1: The large-scale internal transaction with Amorepacific Group due to a small-scale merger with Aestura and a small-scale stock exchange with Cosvision Corporation
Agenda No. 2: Approval of large-scale product and service transactions with affiliates
Participants Attendance No. 1 No. 2 - - - -
Hwi-seong Lee Present Approve Approve - - - -
Yeong-ho Eom Present Approve Approve - - - -
Jin-yeong Kim Present Approve Approve - - - -
Sangmok Lee Present Approve Approve - - - -
Result Approved Approved
title
4th Internal Transaction Committee Meeting (27 October 2021)
Matters for Resolution
(2 items)
Agenda No. 1: Acquisition of shares due to paid-in capital increase of Cosvision Corporation
Agenda No. 2: Lease contract with Osulloc
Participants Attendance No. 1 No. 2 - - - -
Hwi-seong Lee Present Approve Approve - - - -
Yeong-ho Eom Present Approve Approve - - - -
Jin-yeong Kim Present Approve Approve - - - -
Sangmok Lee Present Approve Approve - - - -
Result Approved Approved
1st Internal Transaction Committee Meeting (3 February 2021)

<Matters for Resolution>

Agenda No. 1
Deliberation of large-scale product and service transactions with affiliates

Approved

Agenda No. 2
Deliberation of transactions between affiliates

Approved

2nd Internal Transaction Committee Meeting (27 April 2021)

<Matters for Resolution>

Agenda No. 1
Deliberation of transactions between the company and directors

Approved

3rd Internal Transaction Committee Meeting (23 July 2021)

<Matters for Resolution>

Agenda No. 1
The large-scale internal transaction with Amorepacific Group due to a small-scale merger with Aestura and a small-scale stock exchange with Cosvision Corporation

Approved

Agenda No. 2
Approval of large-scale product and service transactions with affiliates

Approved

4th Internal Transaction Committee Meeting (23 July 2021)

<Matters for Resolution>

Agenda No. 1
Lease contract with Osulloc

Approved

Agenda No. 2
Lease contract with Osulloc

Approved

Compensation Committee

title
Compensation Committee
(total of 3 members)
Members Jae Yeon Lee Purpose of the CommitteeThe Compensation Committee shall discuss, deliberate, and make decisions on matters related to compensation for executives.
MandateDiscuss, deliberate, and make decisions on matters delegated by the Board of Directors, matters that require preliminary review before presenting to the Board of Directors, and other matters related to compensation for executives.
Agendas : matters related to the appropriateness assessment of remuneration limit of directors submitted to the Annual General Meeting by the Board of Directors, or matters deemed necessary
Members Jong-dae Kim
Members Seunghwan Kim
title
Compensation Committee
(total of 3 members)
Members Jae Yeon Lee
Members Jong-dae Kim
Members Seunghwan Kim
Purpose of the CommitteeThe Compensation Committee shall discuss, deliberate, and make decisions on matters related to compensation for executives.
MandateDiscuss, deliberate, and make decisions on matters delegated by the Board of Directors, matters that require preliminary review before presenting to the Board of Directors, and other matters related to compensation for executives.
Agendas : matters related to the appropriateness assessment of remuneration limit of directors submitted to the Annual General Meeting by the Board of Directors, or matters deemed necessary

Status of 2023

Compensation Committee Meeting
title
1st Compensation Committee Meeting (01 February 2023)
Matters for Resolution
(2 items)
Agenda No. 1: Amendment of company policy
Agenda No. 2: Review of directors' remuneration limit
Participants Attendance No. 1 No. 2 - - - -
Sang-kyun Cha Present Approve Approve - - - -
Jong-dae Kim Present Approve Approve - - - -
Result Approved Approved
title
2nd Compensation Committee Meeting (24 July 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Appointment of the Chair of the Compensation Committee
Matters for Deliberation Amendment of Bylaws
Participants Attendance No. 1 - - - - -
Jae Yeon Lee Present Approve - - - - -
Jong-dae Kim Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
1st Compensation Committee Meeting (01 February 2023)

<Matters for Resolution>

Agenda No. 1
Amendment of company policy

Approved

Agenda No. 2
Review of directors' remuneration limit

Approved

2nd Compensation Committee Meeting (24 July 2023)

<Matters for Resolution>

Agenda No. 1
Appointment of the Chair of the Compensation Committee

Approved

<Matters for Deliberation>

  • Amendment of Bylaws

Approved

Status of 2022

Compensation Committee Meeting
title
1st Compensation Committee Meeting (9 February 2022)
Matters for Resolution
(2 items)
Agenda No. 1: Amendment and abolishment of company policy
Agenda No. 2: Approval of maximum remuneration for directors
Participants Attendance No. 1 No. 2 - - - -
Gyeong-ja Kim Present Approve Approve - - - -
Sang-kyun Cha Present Approve Approve - - - -
Sae-hong Ahn Present Approve Approve - - - -
Result Approved Approved
title
2nd Compensation Committee Meeting (27 April 2022)
Matters for Deliberation Amendment of Bylaws
Matters for Resolution
(1 item)
Agenda No. 1: Appointment of the Chair of the Compensation Committee
Participants Attendance No. 1 - - - - -
Sang-kyun Cha Present Approve - - - - -
Jong-dae Kim Present Approve - - - - -
Sae-hong Ahn Present Approve - - - - -
Result Approved
1st Compensation Committee Meeting (9 February 2022)

<Matters for Resolution>

Agenda No. 1
Amendment and abolishment of company policy

Approved

Agenda No. 2
Approval of maximum remuneration for directors

Approved

2nd Compensation Committee Meeting (27 April 2022)

<Matters for Deliberation>

  • Amendment of Bylaws

Approved

<Matters for Resolution>

Agenda No. 1
Appointment of the Chair of the Compensation Committee

Approved

Status of 2021

Compensation Committee Meeting
title
1st Compensation Committee Meeting (24 February 2021)
Matters for Resolution
(2 items)
Agenda No. 1: Amendment of Executive Severance Pay Rules
Agenda No. 2: Approval of the limit on director remuneration
Participants Attendance No. 1 No. 2 - - - -
Jin-yeong Kim Present Approve Approve - - - -
Gyeong-ja Kim Present Approve Approve - - - -
Sae-hong Ahn Present Approve Approve - - - -
Result Approved Approved
1st Compensation Committee Meeting (24 February 2021)

<Matters for Resolution>

Agenda No. 1
Amendment of Executive Severance Pay Rules
Agenda No. 2
Approval of the limit on director remuneration

Approved

Executive Committee

title
Executive Committee
(total of 2 members)
Chairperson Seunghwan Kim Purpose of the CommitteeThe Executive Committee is established to increase expertise and efficiency of management decisions. The Committee is to deliberate and make decisions on business matters delegated by the Board of Directors.
MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall management of the company.
Agendas : Important matters related to company management among matters that involve business, financials and others
Members Kyungbae Suh
title
Executive Committee
(total of 2 members)
Chairperson Seunghwan Kim
Members Kyungbae Suh
Purpose of the CommitteeThe Executive Committee is established to increase expertise and efficiency of management decisions. The Committee is to deliberate and make decisions on business matters delegated by the Board of Directors.
MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall management of the company.
Agendas : Important matters related to company management among matters that involve business, financials and others

Status of 2023

Executive Committee Meeting
title
1st Executive Committee Meeting (17 March 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Appointment of Chair of Management Committee
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
2nd Executive Committee Meeting (21 June 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Guarantee regarding AMOREPACIFIC Trading Co., Ltd. loan
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
3rd Executive Committee Meeting (11 July 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Payment guarantee with regard to the borrowing of AMOREPACIFIC Global Operations Limited
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
4th Executive Committee Meeting (12 August 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Payment guarantee with regard to the borrowing of Amorepacific US Inc
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (17 March 2023)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of Management Committee

Approved

2nd Executive Committee Meeting (21 June 2023)

<Matters for Resolution>

Agenda No. 1
Guarantee regarding AMOREPACIFIC Trading Co., Ltd. loan

Approved

3rd Executive Committee Meeting (11 July 2023)

<Matters for Report>

  • Payment guarantee with regard to the borrowing of AMOREPACIFIC Global Operations Limited

Approved

4th Executive Committee Meeting (12 August 2023)

<Matters for Resolution>

Agenda No. 1
Payment guarantee with regard to the borrowing of Amorepacific US Inc

Approved

Status of 2022

Executive Committee Meeting
title
1st Executive Committee Meeting (14 July 2022)
Matters for Resolution
(1 item)
Agenda No. 1 : Payment guarantee with regard to the borrowing of Hong Kong AGO
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
2nd Executive Committee Meeting (09 November 2022)
Matters for Resolution
(1 item)
Agenda No. 1 : Change in governance structure of foreign subsidiaries
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
3rd Executive Committee Meeting (09 December 2022)
Matters for Resolution
(1 item)
Agenda No. 1 : Guarantee regarding AMOREPACIFIC US Inc. loan
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (14 July 2022)

<Matters for Resolution>

Agenda No. 1
Payment guarantee with regard to the borrowing of Hong Kong AGO

Approved

2nd Executive Committee Meeting (09 November 2022)

<Matters for Resolution>

Agenda No. 1
Change in governance structure of foreign subsidiaries

Approved

3rd Executive Committee Meeting (09 December 2022)

<Matters for Report>

  • Guarantee regarding AMOREPACIFIC US Inc. loan

Approved

Status of 2021

Executive Committee Meeting
title
1st Executive Committee Meeting (19 March 2021)
Matters for Resolution
(1 item)
Agenda No. 1 : Appointment of Chair of Management Committee
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
title
2nd Executive Committee Meeting (17 May 2021)
Matters for Resolution
(1 item)
Agenda No. 1 : Payment guarantee with regard to the borrowing of Amorepacific US Inc.
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
title
3rd Executive Committee Meeting (14 July 2021)
Matters for Report Payment guarantee with regard to the borrowing of Hong Kong AGO
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
title
4th Executive Committee Meeting (13 December 2021)
Matters for Resolution
(1 item)
Agenda No. 1 : Guarantee regarding Amorepacific US Inc. loan
Participants Attendance No. 1 - - - - -
Sae-hong Ahn Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (19 March 2021)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of Management Committee

Approved

2nd Executive Committee Meeting (17 May 2021)

<Matters for Resolution>

Agenda No. 1
Payment guarantee with regard to the borrowing of Amorepacific US Inc.

Approved

3rd Executive Committee Meeting (14 July 2021)

<Matters for Report>

  • Payment guarantee with regard to the borrowing of Hong Kong AGO

Approved

4th Executive Committee Meeting (13 December 2021)

<Matters for Resolution>

Agenda No. 1
Guarantee regarding Amorepacific US Inc. loan

Approved

Risk Management Committee

title
Risk Management
Committee
(total of 3 members)
Chairperson Seunghwan Kim Purpose of the CommitteeThe Risk Management Committee is to discuss, deliberate and make decisions on matters related to the overall business risk.
MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall business risk.
Matters for Report or Agendas: Matters regarding prevention of risks, matters on management of risks that occurred, and matters on improvement measures after closure of risks
Members Kyungbae Suh
Members Jong Mahn Park
title
Risk Management
Committee
(total of 3 members)
Chairperson Seunghwan Kim
Members Kyungbae Suh
Members Jong Mahn Park
Purpose of the CommitteeThe Risk Management Committee is to discuss, deliberate and make decisions on matters related to the overall business risk.
MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall business risk.
Matters for Report or Agendas: Matters regarding prevention of risks, matters on management of risks that occurred, and matters on improvement measures after closure of risks

Status of 2023

Risk Management Committee Meeting
title
1st Risk Management Committee Meeting (17 March 2023)
Matters for Resolution
(1 item)
Agenda No. 1 : Appointment of Chair of the Risk Management Committee
Participants Attendance No.1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Jong Mahn Park Present Approve - - - - -
Result Approved
title
2nd Risk Management Committee Meeting (30 November 2023)
Matters for Report BY23 major risk analysis and review
Risk control and key trends
BY24 risk management plan (proposal at brand/company level)
Participants Attendance - - - - - -
Seunghwan Kim Present - - - - - -
Kyungbae Suh Present - - - - - -
Dong Soon Lee Present - - - - - -
Jong Mahn Park Present - - - - - -
Result
1st Risk Management Committee Meeting (18 March 2023)

<Matters for Report>

  • Appointment of Chair of the Risk Management Committee

Approved

2nd Risk Management Committee Meeting (30 November 2023)

<Matters for Resolution>

  • BY23 major risk analysis and review
  • Risk control and key trends
  • BY24 risk management plan (proposal at brand/company level)

Status of 2022

Risk Management Committee Meeting
title
1st Risk Management Committee Meeting (24 November 2022)
Matters for Report Key risk issues 2022
Crisis Response System Management Plan
BY23 potential risk control measures by brand/sector
Participants Attendance - - - - - -
Sae-hong Ahn Present - - - - - -
Kyungbae Suh Present - - - - - -
Dong Soon Lee Present - - - - - -
Sangmok Lee Present - - - - - -
Result
1st Risk Management Committee Meeting (24 November 2022)

<Matters for Report>

  • Key risk issues 2022
  • Crisis Response System Management Plan
  • BY23 potential risk control measures by brand/sector

Status of 2021

Risk Management Committee Meeting
title
1st Risk Management Committee Meeting (18 March 2021)
Matters for Report Key risk issues 2021
Participants Attendance - - - - - -
Kyungbae Suh Present - - - - - -
Sae-hong Ahn Present - - - - - -
Sangmok Lee Present - - - - - -
Result
title
2nd Risk Management Committee Meeting (19 March 2021)
Matters for Resolution
(1 item)
Agenda No. 1 : Appointment of Chair of the Risk Management Committee
Participants Attendance No. 1 - - - - -
Kyungbae Suh Present Approve - - - - -
Sae-hong Ahn Present Approve - - - - -
Sangmok Lee Present Approve - - - - -
Result Approved
title
3rd Risk Management Committee Meeting (17 November 2021)
Matters for Report 2021 key risks and response measures, outlook on potential risks
Participants Attendance - - - - - -
Kyungbae Suh Present - - - - - -
Sae-hong Ahn Present - - - - - -
Sangmok Lee Present - - - - - -
Result
1st Risk Management Committee Meeting (18 March 2021)

<Matters for Report>

  • Key risk issues 2021
2nd Risk Management Committee Meeting (19 March 2021)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of the Risk Management Committee

Approved

3rd Risk Management Committee Meeting (17 November 2021)

<Matters for Report>

  • 2021 key risks and response measures, outlook on potential risks

ESG Committee

title
ESG
Committee
(total of 7 members)
Chairperson Jong-dae Kim Purpose of the CommitteeESG Committee shall discuss, deliberate, and decide on the overall matters related to ESG.
MandateThe Committee shall discuss, deliberate, and decide on the matters delegated by the Board of Directors, the matters requiring review in advance to be brought to the Board of Directors and other matters concerning overall management risks.
The matters for reporting or presenting to the Board : Supervision and response to ESG risks such as external regulations, communication with ESG-related stakeholders, ESG strategy establishment and detailed action plans, ESG-related implementation monitoring and improvement response
Members Hwi-seong Lee
Members In-a Choe
Members Jae Yeon Lee
Members Seunghwan Kim
Members Jong Mahn Park
Members Jiyoun Lee
title
ESG
Committee
(total of 7 members)
Chairperson Jong-dae Kim
Members Hwi-seong Lee
Members In-a Choe
Members Jae Yeon Lee
Members Seunghwan Kim
Members Jong Mahn Park
Members Jiyoun Lee
Purpose of the CommitteeESG Committee shall discuss, deliberate, and decide on the overall matters related to ESG.
MandateThe Committee shall discuss, deliberate, and decide on the matters delegated by the Board of Directors, the matters requiring review in advance to be brought to the Board of Directors and other matters concerning overall management risks.
The matters for reporting or presenting to the Board : Supervision and response to ESG risks such as external regulations, communication with ESG-related stakeholders, ESG strategy establishment and detailed action plans, ESG-related implementation monitoring and improvement response

Status of 2023

ESG Committee Meeting
title
1st ESG Committee Meeting (30 January 2023)
Matters for Report BY22 ESG external evaluation findings and proposed improvements
Materiality assessment findings and action items
Participants Attendance - - - - - -
Jong-dae Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
In-a Choe Present - - - - - -
Dong Soon Lee Present - - - - - -
Result
title
2nd ESG Committee Meeting (28 April 2023)
Matters for Report Diversity/Inclusion progress and plans
Participants Attendance - - - - - -
Jong-dae Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
In-a Choe Present - - - - - -
Jae Yeon Lee Present - - - - - -
Seunghwan Kim Present - - - - - -
Dong Soon Lee Present - - - - - -
Jong Mahn Park Present - - - - - -
Result
title
3rd ESG Committee Meeting (24 July 2023)
Matters for Report Measures and plans to reduce plastic use
Participants Attendance - - - - - -
Jong-dea Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
In-a Choe Present - - - - - -
Jae Yeon Lee Present - - - - - -
Seunghwan Kim Present - - - - - -
Dong Soon Lee Present - - - - - -
Jong Mahn Park Present - - - - - -
Result
title
4th ESG Committee Meeting (27 October 2023)
Matters for Report ESG disclosure trends and Amorepacific’s response
Participants Attendance - - - - - -
Jong-dea Kim Present - - - - - -
Hwi-seong Lee Present - - - - - -
In-a Choe Present - - - - - -
Jae Yeon Lee Present - - - - - -
Seunghwan Kim Present - - - - - -
Dong Soon Lee Present - - - - - -
Jong Mahn Park Present - - - - - -
Result
1st ESG Committee Meeting (30 January 2023)

<Matters for Report>

  • BY22 ESG external evaluation findings and proposed improvements
  • Materiality assessment findings and action items
2nd ESG Committee Meeting (28 April 2023)

<Matters for Report>

  • Diversity/Inclusion progress and plans
3rd ESG Committee Meeting (24 July 2023)

<Matters for Report>

  • Measures and plans to reduce plastic use
4th ESG Committee Meeting (27 October 2023)

<Matters for Report>

  • ESG disclosure trends and Amorepacific’s response

Status of 2022

ESG Committee Meeting
title
1st ESG Committee Meeting (7 February 2022)
Matters for Report Report on measures to strengthen ESG governance
Report on global ESG trends and improvement measures for external evaluation
Participants Attendance - - - - - -
Gyeong-ja Kim Present - - - - - -
Yeong-ho Eom Present - - - - - -
Hwi-seong Lee Present - - - - - -
Sae-hong Ahn Present - - - - - -
Dong Soon Lee Present - - - - - -
Result
title
2nd ESG Committee Meeting (27 April 2022)
Matters for Report 2030 A MORE Beautiful Promise '21 performance review and '22 action plan
Meeting Agenda Agenda No. 1 : Appointment of Chair of the ESG Committee
Participants Attendance No.1 - - - - -
Hwi-seong Lee Present Approve - - - - -
Jong-dea Kim Present Approve - - - - -
In-a Choe Present Approve - - - - -
Sae-hong Ahn Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
title
3rd ESG Committee Meeting (28 July 2022)
Matters for Report Launch of the management’s ESG performance evaluation
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Jong-dea Kim Present - - - - - -
In-a Choe Present - - - - - -
Sae-hong Ahn Present - - - - - -
Dong Soon Lee Present - - - - - -
Result
title
4th ESG Committee Meeting (31 October 2022)
Matters for Report Brand-level execution of the 2030 Sustainability Management commitment
RE100 progress and plans
Participants Attendance - - - - - -
Hwi-seong Lee Present - - - - - -
Jong-dea Kim Present - - - - - -
In-a Choe Present - - - - - -
Sae-hong Ahn Present - - - - - -
Dong Soon Lee Present - - - - - -
Result
1st ESG Committee Meeting (7 February 2022)

<Matters for Report>

  • Report on measures to strengthen ESG governance
  • Report on global ESG trends and improvement measures for external evaluation
2nd ESG Committee Meeting (27 April 2022)

<Matters for Report>

  • 2030 A MORE Beautiful Promise '21 performance review and '22 action plan

<Meeting Agenda>

Agenda No. 1
Appointment of Chair of the ESG Committee
3rd ESG Committee Meeting (28 July 2022)

<Matters for Report>

  • Launch of the management’s ESG performance evaluation
4th ESG Committee Meeting (31 October 2022)

<Matters for Report>

  • Brand-level execution of the 2030 Sustainability Management commitment
  • RE100 progress and plans

Status of 2021

ESG Committee Meeting
title
1st ESG Committee Meeting (27 April 2021)
Matters for Resolution
(2 items)
Agenda No. 1: Appointment of Chair of the ESG Committee
Agenda No. 2: Approval of 2030 Sustainable Management Strategy and Specific Goals
Participants Attendance No. 1 No. 2 - - - -
Gyeong-ja Kim Present Approve Approve - - - -
Yeong-ho Eom Present Approve Approve - - - -
Hwi-seong Lee Present Approve Approve - - - -
Sae-hong Ahn Present Approve Approve - - - -
Dong Soon Lee Present Approve Approve - - - -
Result Approved Approved
title
2nd ESG Committee Meeting (29 October 2021)
Matters for Report Report on responses to sustainable palm oil
Matters for Resolution
(1 item)
Agenda No. 1 : ESG investment plan
Participants Attendance No. 1 - - - - -
Gyeong-ja Kim Present Approve - - - - -
Yeong-ho Eom Present Approve - - - - -
Hwi-seong Lee Not present - - - - - -
Sae-hong Ahn Present Approve - - - - -
Dong Soon Lee Present Approve - - - - -
Result Approved
1st ESG Committee Meeting (27 April 2021)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of the ESG Committee

Approved

Agenda No. 2
Approval of 2030 Sustainable Management Strategy and Specific Goals

Approved

2nd ESG Committee Meeting (29 October 2021)

<Matters for Report>

  • Report on responses to sustainable palm oil

<Matters for Resolution>

Agenda No. 1
ESG investment plan

Approved