Amorepacific
Corporate Governance
Additional Information for Reference
Board Independence
Overview
Amorepacific appoints independent directors for the majority of the Board of Directors to further strengthen its independence. To verify the independence of the director, Amorepacific appoints independent directors as per its [Guideline on Director Independence].
Directors who do not meet the below conditions for independent director are qualified under the requirements of a director stipulated in the Commercial Act or relevant laws and regulations of the Republic of Korea.
A member of the Board of Directors who does not fall under any of the following guidelines is considered an independent director.
1.
Such director was, within the last five years, employed by the company
2.
Such director has an immediate family member who was, within the last three years, employed by the company or its subsidiary in an executive position
3.
When the number of shares owned by a shareholder of the company and the one who has a special relationship with the shareholder (specially related person) determined by Presidential Decree (Article 34 Paragraph 4 of the Enforcement Ordinance of the Commercial Act) is the largest, excluding non-voting shares and as per the total outstanding shares, then such shareholder (largest shareholder) or their specially related person
4.
Such director who owns more than 10% of the total outstanding shares, excluding non-voting shares, on their own account, in whosever name, or the shareholder (major shareholder), his or her spouse and lineal ascendant and descendant who exercise de facto influence over major management decisions of the company including the appointment and dismissal of directors, executive officers and auditors, or a spouse or direct ascendant or descendant of such shareholder
5.
A person who currently works, or within the last two years worked, for any of the following corporations or entities (an attorney-at-law or a foreign legal consultant who works for a law firm, a law firm (limited liability), a law firm partnership, a law office or partnership operated by at least two attorneys-at-law in a uniform manner in accepting and handling cases or performing legal affairs as attorneys-at-law and distributing dividends or sharing expenses, joint law firm, or a law office specializing in foreign legal consulting, if such a law firm is involved) as a director, executive officer, auditor, or employee
A.
A corporation whose total amount of transactions with the company during the last three fiscal years is at least 10/100 of the total assets (referring to the total assets of the company on the balance sheet as of the end of the most recent fiscal year) or the gross sales (referring to the gross sales of the company on the income statement as of the end of the most recent fiscal year)
B.
A corporation who has entered into a single contract with the company during the latest fiscal year for an amount of at least 10/100 of the gross sales of the company
C.
A corporation whose aggregate amount of money, securities, and other certificates or deeds lent or borrowed by the company and other obligations guaranteed by the company, including collaterals provided, is at least 10/100 of the equity capital (referring to the equity capital of the company on the balance sheet as of the end of the latest fiscal year)
D.
A corporation, at least 5/100 of whose equity capital (referring to the equity capital of the corporation in which the company has invested) has been invested by the company as of the date of the company’s annual shareholder meeting
E.
A corporation which has a technology partnership agreement with the company
F.
An accounting firm appointed as the auditor of the company
G.
A law firm, law firm (limited liability), law firm partnership, law office or partnership operated by at least two attorneys-at-law in a uniform manner in accepting and handling cases or performing legal affairs as attorneys-at-law and distributing dividends or sharing expenses, joint law firm, or law office specializing in foreign legal consulting, accounting firm, or tax firm that provides the company with main legal advice or business consulting under an advisory agreement, or a corporation that otherwise provides the company with consulting services
6.
An attorney-at-law (including foreign legal consultants who work for the attorney-at-law), certified public accountant, or certified tax accountant who conducts accounting audit on the company, serves as a tax agent for the company, or provides the company with legal advice or business consulting services under an advisory agreement, or any individual who provides the company with consulting services
7.
A person whose share holdings are at least 1/100 of the total number of issued and outstanding shares of the company
Board Diversity
Overview
Amorepacific appoints directors with working experience or knowledge of a diverse range of background to its Board of Directors to contribute to the growth of the company and improve shareholders’ value.
For the Board to genuinely contribute to company management, Amorepacific appoints those competent with expertise in various fields and accountability as directors, in pursuant to its [Guideline on Board of Directors Diversity].
Guideline on Board of Directors Diversity1.
Amorepacific searches for board candidates with expertise in various fields such as management, accounting, finance, HR, management strategy, marketing, services, consumers, IT, digital, economy, and regions.
2.
Amorepacific is dedicated to expanding the number of female directors.
3.
Amorepacific does not discriminate when appointing directors due to gender, region, academic background, disability, nationality, race, etc.
4.
Amorepacific considers diversity when appointing directors, in deciding the direction of forming its Board of Directors.