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Amorepacific Group

Corporate Governance

Audit Committee

title
Audit Committee
(total of 3 members) 		Chairperson Jong-hak Choe 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 Eon-soo Kim
Members Gyuha Chai
title
Audit Committee
(total of 3 members) 		Chairperson Jong-hak Choe
Members Eon-soo Kim
Members Gyuha Chai
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 - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim 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 statement on internal audit controls
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim Present - - - - - -
Result
title
3rd Audit Committee Meeting (20 April 2023)
Matters
for
Report		 Report on the status of Internal Accounting Control System
Discussion of key matters with outside auditor (in the absence of BoD)
Internal audit report by internal audit department
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Gyuha Chai Present - - - - - -
Result
title
4th Audit Committee Meeting (24 July 2023)
Matters
for
Report		 Report on the status of Internal Accounting Control System
Discussion of key matters with outside auditor (in the absence of BoD)
Internal audit report by internal audit department
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Gyuha Chai Present - - - - - -
Result
title
5th Audit Committee Meeting (23 October 2023)
Matters
for
Report		 Report on the status of Internal Accounting Control System
Discussion of key matters with outside auditor (in the absence of BoD)
Internal audit report by internal audit department
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim 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 statement on internal audit controls
3rd Audit Committee Meeting (20 April 2023)

<Matters for Report>

  • Report on the status of Internal Accounting Control System
  • Discussion of key matters with outside auditor (in the absence of BoD)
  • Internal audit report by internal audit department
4th Audit Committee Meeting (24 July 2023)

<Matters for Report>

  • Report on the status of Internal Accounting Control System
  • Discussion of key matters with outside auditor (in the absence of BoD)
  • Internal audit report by internal audit department
5th Audit Committee Meeting (23 October 2023)

<Matters for Report>

  • Report on the status of Internal Accounting Control System
  • Discussion of key matters with outside auditor (in the absence of BoD)
  • Internal audit report by 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
Report on internal control on capital
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim 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 statement on internal audit controls
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim 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 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Young-sun Kim Present Approved - - - - -
Result Approved
title
4th Audit Committee Meeting (25 April 2022)
Matters
for
Report		 Internal audit report by internal audit department
Report on the status of Internal Accounting Control System
Report on the appointment of an agent to conduct the examination of internal accounting operation
Discussion of key matters with outside auditor (in the absence of BoD)
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim Present - - - - - -
title
5th Audit Committee Meeting (22 July 2022)
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)
Report on Audit Committee’s evaluation plan of Internal Accounting Control System
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim Present - - - - - -
title
6th Audit Committee Meeting (26 October 2022)
Matters
for
Report		 Internal audit report by internal audit department
Report on the status of Internal Accounting Control System
Reporting of the issue prices of affiliates’ stock offering
Discussion of key matters with outside auditor (in the absence of BoD)
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim Present - - - - - -
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
  • Report on internal control on capital
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 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 (25 April 2022)

<Matters for Resolution>

  • Internal audit report by internal audit department
  • Report on the status of Internal Accounting Control System
  • Report on the appointment of an agent to conduct the examination of internal accounting operation
  • Discussion of key matters with outside auditor (in the absence of BoD)
5th Audit Committee Meeting (22 July 2022)

<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)
  • 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 internal audit department
  • Report on the status of Internal Accounting Control System
  • Reporting of the issue prices of affiliates’ stock offering
  • Discussion of key matters with outside auditor (in the absence of BoD)

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
Report on the sale of the stake in affiliates and ESG evaluation governance
Participants Attendance - - - - - -
Jeong-il Choe Present - - - - - -
Dong-yeop Shin Present - - - - - -
Jong-hak Choe Present - - - - - -
title
2nd Audit Committee Meeting (24 February 2021)
Matters
for
Report		 Submission of evaluation report on the operation of the Internal Accounting Control System
Submission of audit report by the Audit Committee
Submission of the letter of opinion on internal oversight measures by the Audit Committee
Participants Attendance - - - - - -
Jeong-il Choe Present - - - - - -
Dong-yeop Shin Present - - - - - -
Jong-hak Choe Present - - - - - -
title
3rd Audit Committee Meeting (27 April 2021)
Matters
for
Report		 Report on operation of the Internal Accounting Control System
Report on the appointment of an agent to conduct the examination of internal accounting operation
(Without the presence of the management) Discussion on key matters with the external auditor
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim 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 - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Young-sun Kim Present - - - - - -
title
5th Audit Committee Meeting (26 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 designation of auditor
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Young-sun Kim Present Approved - - - - -
Result Approved
title
6th Audit Committee Meeting (26 November 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 : Approval of submission of opinion with regard to the request of re-designation of the designated auditor
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Young-sun Kim Present Approved - - - - -
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
  • Report on the sale of the stake in affiliates and ESG evaluation governance
2nd Audit Committee Meeting (24 February 2021)

<Matters for Report>

  • Submission of evaluation report on the operation of the Internal Accounting Control System
  • 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
  • Report on the appointment of an agent to conduct the examination of internal accounting operation
  • (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 (26 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 designation of auditor

Approved

6th Audit Committee Meeting (26 November 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
Approval of submission of opinion with regard to the request of re-designation of the designated auditor

Approved

Independent Director Nomination Committee

title
Independent Director
Nomination Committee
(total of 4 members)		 Members Eon-soo Kim 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 Jong-hak Choe
Members Eun Jung Lee
Members Gyuha Chai
title
Independent Director
Nomination Committee
(total of 4 members)		 Members Eon-soo Kim
Members Jong-hak Choe
Members Eun Jung Lee
Members Gyuha Chai
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 - - - - - -
Young-sun Kim Present - - - - - -
Eon-soo Kim Present - - - - - -
Kyoung-mi Lee Present - - - - - -
Jong-hak Choe Not present - - - - - -
Result
title
2nd Independent Director Nomination Committee Meeting (14 February 2023)
Matters for Resolution Agenda No. 1 : Nomination of independent director candidate
Participants Attendance No. 1 - - - - -
Young-sun Kim Present Approve - - - - -
Eon-soo Kim Present Approve - - - - -
Kyoung-mi Lee Present Approve - - - - -
Jong-hak Choe Not present - - - - - -
Result Approved
title
3rd Independent Director Nomination Committee Meeting (04 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 - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Gyuha Chai Present - - - - - -
Eun Jung Lee 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

3rd Independent Director Nomination Committee Meeting (04 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

Status of 2022

Independent Director Nomination Committee Meeting
title
1st Independent Director Nomination Committee Meeting (7 February 2022)
Matters for Deliberation Nomination of independent directors as members of the Audit Committee
Participants Attendance - - - - - -
Young-sun Kim Present - - - - - -
Kyoung-mi Lee Present - - - - - -
Jong-hak Choe Not present - - - - - -
title
2nd Independent Director Nomination Committee Meeting (7 February 2022)
Matters for Resolution
(1 item)		 Agenda No. 1 : Nomination of independent directors as members of the Audit Committee
Participants Attendance No. 1 - - - - -
Young-sun Kim Present Approve - - - - -
Kyoung-mi Lee Present Approve - - - - -
Jong-hak Choe Not present - - - - - -
Result Approved
1st Independent Director Nomination Committee Meeting (7 February 2022)

<Matters for Deliberation>

  • Nomination of independent directors as members of the Audit Committee
2nd Independent Director Nomination Committee Meeting (7 February 2022)

<Matters for Resolution>

Agenda No. 1
Nomination of independent directors as members of the Audit Committee

Approved

Status of 2020

Independent Director Nomination Committee Meeting
title
1st Independent Director Nomination Committee Meeting (5 February 2020)
Matters for Deliberation Deliberation on nomination for independent director candidate
Participants Attendance - - - - - -
Jeong-il Choe Present - - - - - -
Dong-yeop Shin Present - - - - - -
Jong-hak Choe Present - - - - - -
title
2nd Independent Director Nomination Committee Meeting (4 March 2020)
Matters for Resolution
(1 item)		 Agenda No. 1 : Nomination of independent director candidate
Participants Attendance No. 1 - - - - -
Jeong-il Choe Present Approve - - - - -
Dong-yeop Shin Present Approve - - - - -
Jong-hak Choe Present Approve - - - - -
Result Approved
title
3rd Independent Director Nomination Committee Meeting (27 April 2020)
Matters for Resolution
(1 item)		 Agenda No. 1 : Appointment of Chairperson of Independent Director Nomination
Participants Attendance No. 1 - - - - -
Young-sun Kim Present Approve - - - - -
Jong-hak Choe Present Approve - - - - -
Kyoung-mi Lee Present Approve - - - - -
Result Approved
1st Independent Director Nomination Committee Meeting (5 February 2020)

<Matters for Deliberation>

  • Deliberation on nomination for independent director candidate
2nd Independent Director Nomination Committee Meeting (4 March 2020)

<Matters for Resolution>

Agenda No. 1
Nomination of independent director candidate

Approved

3rd Independent Director Nomination Committee Meeting (27 April 2020)

<Matters for Resolution>

Agenda No. 1
Appointment of Chairperson of Independent Director Nomination Committee

Approved

Internal Transaction Committee

title
Internal Transaction Committee
(total of 4 members)		 Chairperson Jong-hak Choe 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 by 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 Eon-soo Kim
Members Gyuha Chai
Members Sangmok Lee
title
Internal Transaction Committee
(total of 4 members)		 Chairperson Jong-hak Choe
Members Eon-soo Kim
Members Gyuha Chai
Members Sangmok 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 by 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 Agenda No. 1: Transaction between affiliated companies
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
2nd Internal Transaction Committee Meeting (20 April 2023)
Matters for Deliberation Agenda No. 1: Provision of collateral on affiliated company
Agenda No. 2: Partial amendment to the Internal Transaction Committee policy
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Sangmok Lee Present - - - - - -
Gyuha Chai Present - - - - - -
Result
title
3rd Internal Transaction Committee Meeting (24 July 2023)
Matters for Deliberation Agenda No. 1: Provision of collateral on affiliated company
Participants Attendance - - - - - -
Jong-hak Choe Present - - - - - -
Eon-soo Kim Present - - - - - -
Sangmok Lee Present - - - - - -
Gyuha Chai Present - - - - - -
Result
1st Internal Transaction Committee Meeting (30 January 2023)

<Matters for Deliberation>

Agenda No. 1
Transaction between affiliated companies
2nd Internal Transaction Committee Meeting (20 April 2023)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral on affiliated company

Agenda No. 2
Partial amendment to the Internal Transaction Committee policy
3rd Internal Transaction Committee Meeting (24 July 2023)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral on affiliated company

Status of 2022

Internal Transaction Committee Meeting
title
1st Internal Transaction Committee Meeting (7 February 2022)
Matters for Deliberation
(2 item)		 Agenda No. 1 : Transaction between affiliated companies
Agenda No. 2 : Provision of collateral on affiliated company
Participants Attendance No. 1 No. 2 - - - -
Jong-hak Choe Present Approved Approved - - - -
Eon-soo Kim Present Approved Approved - - - -
Seunghwan Kim Present Approved Approved - - - -
Result Approved Approved
title
2nd Internal Transaction Committee Meeting (25 April 2022)
Matters for Deliberation Agenda No. 1: Provision of collateral on affiliated company
Matters for Resolution Agenda No. 1: Appointment of the Chair of the Internal Transaction Committee
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
title
3rd Internal Transaction Committee Meeting (22 July 2022)
Matters for Deliberation Agenda No. 1: Provision of collateral on affiliated company
Agenda No. 2: Transaction between affiliated companies
Participants Attendance No. 1 No. 2 - - - -
Jong-hak Choe Present Approved Approved - - - -
Eon-soo Kim Present Approved Approved - - - -
Seunghwan Kim Present Approved Approved - - - -
Result Approved Approved
title
4th Internal Transaction Committee Meeting (26 October 2022)
Matters for Deliberation Agenda No. 1: Acquisition of shares as a result of capital increase of ETUDE, Espoir, and OSULLOC Farm Co.,Ltd.
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
1st Internal Transaction Committee Meeting (22 February 2022)

<Matters for Deliberation>

Agenda No. 1
Transaction between affiliated companies

Approved

Agenda No. 2
Provision of collateral on affiliated company

Approved

2nd Internal Transaction Committee Meeting (24 April 2022)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral on affiliated company

Approved

<Matters for Resolution>

Agenda No. 1
Appointment of the Chair of the Internal Transaction Committee

Approved

3rd Internal Transaction Committee Meeting (22 July 2022)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral on affiliated company

Approved

Agenda No. 2
Transaction between affiliated companies

Approved

4th Internal Transaction Committee Meeting (26 October 2022)

<Matters for Deliberation>

Agenda No. 1
Acquisition of shares as a result of capital increase of ETUDE, Espoir, and OSULLOC Farm Co.,Ltd.

Approved

Status of 2021

Internal Transaction Committee Meeting
title
1st Internal Transaction Committee Meeting (24 February 2021)
Matters for Deliberation Agenda No. 1 : Provision of collateral to affiliates
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
title
2nd Internal Transaction Committee Meeting (27 April 2021)
Matters for Deliberation Agenda No. 1 : Provision of collateral to affiliates
Participants Attendance No. 1 - - - - -
Jong-hak Choe Present Approved - - - - -
Eon-soo Kim Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
title
3rd Internal Transaction Committee Meeting (23 July 2021)
Matters for Deliberation Agenda No. 1 : The large-scale internal transaction due to a small-scale merger with Aestura and a small-scale stock exchange with Cosvision Corporation
Agenda No. 2 : Provision of collateral to affiliates
Participants Attendance No. 1 No. 2 - - - -
Jong-hak Choe Present Approve Approve - - - -
Eon-soo Kim Present Approve Approve - - - -
Seunghwan Kim Present Approve Approve - - - -
Result Approved Approved
1st Internal Transaction Committee Meeting (24 February 2021)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral to affiliates

Approved

2nd Internal Transaction Committee Meeting (27 April 2021)

<Matters for Deliberation>

Agenda No. 1
Provision of collateral to affiliates

Approved

3rd Internal Transaction Committee Meeting (23 July 2021)

<Matters for Deliberation>

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

Approved

Agenda No. 2
Provision of collateral to affiliates

Approved

Compensation Committee

title
Compensation Committee
(total of 3 members)		 Members Gyuha Chai 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-hak Choe
Members Sangmok Lee
title
Compensation Committee
(total of 3 members)		 Members Young-sun Kim
Members Jong-hak Choe
Members Sangmok 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

Status of 2023

Compensation Committee Meeting
title
1st Compensation Committee Meeting (1 February 2023)
Matters for Deliberation Agenda No. 1 : Amendment of company policy
Agenda No. 2 : Review of directors' remuneration limit
Participants Attendance - - - - - -
Young-sun Kim Present - - - - - -
Jong-hak Choe Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
2nd Compensation Committee Meeting (24 July 2023)
Matters for Resolution Agenda No. 1 : Appointment of the Chair of the Compensation Committee
Matters for Deliberation Agenda No. 1 : Amendment of Bylaws
Participants Attendance No. 1 - - - - -
Gyuha Chai Present Approve - - - - -
Jong-hak Choe Present Approve - - - - -
Sangmok Lee Present Approve - - - - -
Result Approved
1st Compensation Committee Meeting (1 February 2023)

<Matters for Resolution>

Agenda No. 1
Amendment of company policy

Agenda No. 2
Review of directors' remuneration limit
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 >

Agenda No. 1
Amendment of Bylaws

Approved

Status of 2022

Compensation Committee Meeting
title
1st Compensation Committee Meeting (7 February 2022)
Matters for Resolution
(2 item)		 Agenda No. 1 : Amendment and abolishment of company policy
Agenda No. 2 : Deliberation on maximum remuneration for directors
Participants Attendance No. 1 No. 2 - - - -
Young-sun Kim Present Approve Approve - - - -
Jong-hak Choe Present Approve Approve - - - -
Seunghwan Kim Present Approve Approve - - - -
Result Approved Approved
1st Compensation Committee Meeting (7 February 2022)

<Matters for Resolution>

Agenda No. 1
Amendment and abolishment of company policy

Approved

Agenda No. 2
Deliberation on maximum remuneration for directors

Approved

Status of 2021

Compensation Committee Meeting
title
1st Compensation Committee Meeting (24 February 2021)
Matters for Resolution
(2 item)		 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 - - - -
Young-sun Kim Present Approve Approve - - - -
Jong-hak Choe Present Approve Approve - - - -
Seunghwan Kim 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

Approved

Agenda No. 2
Approval of the limit on director remuneration

Approved

Executive Committee

title
Executive Committee
(total of 2 members)		 Chairperson Sangmok Lee 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 Sangmok Lee
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 Agenda No. 1 : Appointment of Chair of the Management Committee
Participants Attendance No. 1 - - - - -
Sangmok Lee Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (17 March 2023)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of the Management Committee

Approved

Status of 2022

Executive Committee Meeting
title
1st Executive Committee Meeting (24 March 2022)
Matters for Resolution
(1 item)		 Agenda No. 1 : Appointment of Chair of the Management Committee
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
title
2nd Executive Committee Meeting (10 August 2022)
Matters for Resolution
(1 item)		 Agenda No. 1 : Approval to join as cornerstone investor in CTG (China Tourism Group)
Participants Attendance No. 1 - - - - -
Seunghwan Kim Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (24 March 2022)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of the Management Committee

Approved

2nd Executive Committee Meeting (10 August 2022)

<Matters for Resolution>

Agenda No. 1
Approval to join as cornerstone investor in CTG (China Tourism Group)

Approved

Status of 2021

Executive Committee Meeting
title
1st Executive Committee Meeting (3 February 2021)
Matters for Resolution
(1 item)		 Agenda No. 1 : Appointment of Chair of the Management Committee
Participants Attendance No. 1 - - - - -
Dong-hyun Bae Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
title
2nd Executive Committee Meeting (21 June 2021)
Matters for Resolution
(1 item)		 Agenda No. 1 : Signing Seongam Building sales contract due to the change of buyer
Participants Attendance No. 1 - - - - -
Dong-hyun Bae Present Approve - - - - -
Kyungbae Suh Present Approve - - - - -
Result Approved
1st Executive Committee Meeting (3 February 2021)

<Matters for Resolution>

Agenda No. 1
Appointment of Chair of the Management Committee

Approved

2nd Executive Committee Meeting (21 June 2021)

<Matters for Resolution>

Agenda No. 1
Signing Seongam Building sales contract due to the change of buyer

Approved

Risk Management Committee

title
Risk Management
Committee
(total of 2 members)		 Chairperson Sangmok Lee 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
- -
title
Risk
Management Committee
(total of 2 members)		 Chairperson Sangmok Lee
Members Kyungbae Suh
- -
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 Agenda No. 1 : Appointment of Chair of the Risk Management Committee
Participants Attendance No. 1 - - - - -
Sangmok Lee Present Approved - - - - -
Kyungbae Suh Present Approved - - - - -
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
Participants Attendance - - - - - -
Sangmok Lee Present - - - - - -
Kyungbae Suh Present - - - - - -
Result
1st Risk Management Committee Meeting (17 March 2023)

<Matters for Resolution>

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

Approved

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

Status of 2022

Risk Management Committee Meeting
title
1st Risk Management Committee Meeting (24 March 2022)
Matters for Resolution Agenda No. 1 : Appointment of Chair of the Risk Management Committee
Participants Attendance No. 1 - - - - -
Kyungbae Suh Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
title
2nd Risk Management Committee Meeting (24 November 2022)
Matters for Report Analysis of the 2022 risk landscape
Crisis Response System Management Plan
BY23 potential risk control measures by brand/sector
Participants Attendance - - - - - -
Kyungbae Suh Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
1st Risk Management Committee Meeting (24 March 2022)

<Matters for Resolution>

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

Approved

2nd Risk Management Committee Meeting (24 November 2022)

<Matters for Report>

  • Analysis of the 2022 risk landscape
  • Crisis Response System Management Plan

Status of 2021

Risk Management Committee Meeting
title
1st Risk Management Committee Meeting (3 February 2021)
Matters for Resolution
(1 item)		 Agenda No. 1 : Appointment of Chair of the Risk Management Committee
Participants Attendance No. 1 - - - - -
Kyungbae Suh Present Approved - - - - -
Dong-hyun Bae Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
Result Approved
title
2nd Risk Management Committee Meeting (18 March 2021)
Matters
for
Report		 Key risks issues 2021
Participants Attendance - - - - - -
Kyungbae Suh Present - - - - - -
Dong-hyun Bae Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
3nd 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 - - - - - -
Seunghwan Kim Present - - - - - -
Result
1st Risk Management Committee Meeting (3 February 2021)

<Matters for Resolution>

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

Approved

2nd Risk Management Committee Meeting (18 March 2021)

<Matters for Report>

  • Key risks issues 2021
3nd 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 3 members)		 Chairperson Eon-soo 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 Eun Jung Lee
Members Sangmok Lee
title
ESG Committee
(total of 3 members)		 Chairperson Eon-soo Kim
Members Eun Jung Lee
Members Sangmok 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 - - - - - -
Eon-soo Kim Present - - - - - -
Kyoung-mi Lee Present - - - - - -
Young-sun Kim Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
2nd ESG Committee Meeting (20 April 2023)
Matters for Resolution Agenda No. 1 : Appointment of Chair of the ESG Committee
Matters
for
Report		 Diversity/Inclusion progress and plans
Participants Attendance No. 1 - - - - -
Eon-soo Kim Present Approved - - - - -
Eun Jung Lee Present Approved - - - - -
Sangmok Lee Present Approved - - - - -
Result Approved
title
3rd ESG Committee Meeting (24 July 2023)
Matters
for
Report		 Progress and plans to reduce plastic use
Participants Attendance - - - - - -
Eon-soo Kim Present - - - - - -
Eun Jung Lee Present - - - - - -
Sangmok Lee Present - - - - - -
Result
title
4th ESG Committee Meeting (23 October 2023)
Matters
for
Report		 ESG disclosure trends and Amorepacific Group’s response
Participants Attendance - - - - - -
Eon-soo Kim Present - - - - - -
Eun Jung Lee Present - - - - - -
Sangmok Lee 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 (20 April 2023)

<Matters for Report>

  • Diversity/Inclusion progress and plans

Approved

3rd ESG Committee Meeting (24 July 2023)

<Matters for Report>

  • Progress and plans to reduce plastic use
4th ESG Committee Meeting (23 October 2023)

<Matters for Report>

  • ESG disclosure trends and Amorepacific Group’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 - - - - - -
Eon-soo Kim Present - - - - - -
Jong-hak Choe Present - - - - - -
Kyoung-mi Lee Present - - - - - -
Seunghwan Kim Present - - - - - -
Result
title
2nd ESG Committee Meeting (25 April 2022)
Matters
for
Report		 2030 A MORE Beautiful Promise key achievements and plans
Participants Attendance - - - - - -
Eon-soo Kim Present - - - - - -
Eun Jung Lee Present - - - - - -
Sangmok Lee Present - - - - - -
Result
title
3rd ESG Committee Meeting (22 July 2022)
Matters
for
Report		 Launch of the management’s ESG performance evaluation
Participants Attendance - - - - - -
Eon-soo Kim Present - - - - - -
Eun Jung Lee Present - - - - - -
Sangmok Lee Present - - - - - -
Result
title
4th ESG Committee Meeting (31 Octorber 2022)
Matters
for
Report		 Brand-level execution of the 2030 Sustainability Management commitment
RE100 progress and plans
Participants Attendance - - - - - -
Eon-soo Kim Present - - - - - -
Eun Jung Lee Present - - - - - -
Sangmok 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 (25 April 2022)

<Matters for Report>

  • 2030 A MORE Beautiful Promise key achievements and plans
3rd ESG Committee Meeting (22 July 2022)

<Matters for Report>

  • Launch of the management’s ESG performance evaluation
4th ESG Committee Meeting (31 Octorber 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 item)		 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 - - - -
Kyungbae Suh Present Approved Approved - - - -
Dong-hyun Bae Present Approved Approved - - - -
Seunghwan Kim Present Approved Approved - - - -
Result Approved Approved
title
2nd ESG Committee Meeting (29 October 2021)
Matters
for
Report		 Report on ways of ESG performance management
Report on responses to sustainable palm oil
Matters for Resolution
(1 item)		 Agenda No. 1 : How to improve the operation of the ESG Committee
Participants Attendance No. 1 - - - - -
Kyungbae Suh Present Approved - - - - -
Dong-hyun Bae Present Approved - - - - -
Seunghwan Kim Present Approved - - - - -
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 ways of ESG performance management
  • Report on responses to sustainable palm oil

<Matters for Resolution>

Agenda No. 1
How to improve the operation of the ESG Committee

Approved

List