Regarding corruption incidents that may occur in the course of business, Wonik QnC aims to prevent them in advance by identifying and evaluating risks based on ISO37001 and establishing preventative measures, and recognizing the importance of ethical values for all stakeholders by taking fair measures for corruption incidents that do occur.
Through promoting ethical culture, we strengthen anti-corruption initiatives and practice ethical management.
Compliance & Ethics Team
As a publicly traded company, Wonik QnC will implement and strengthen compliance control standard in 2023 to prevent legal risks that may develop during business operations.
By establishing a compliance management system and removing the risk of violating the law, we faithfully fulfill our role as a fair corporate citizen.
Compliance Management Team
Introduction of compliance control standard
Integrated risk management
Internalization of compliance management
Advancement of compliance management
With the implementation of the Compliance Control Standard, Wonik QnC intends to hire a compliance officer in 2024 and will rigorously carry out compliance control tasks such as reviewing the company's legal risks regularly and conducting training.
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| No. of shares | Shareholder name | No. of vested shares | Shareholding Ratio |
|---|---|---|---|
| 1 | Wonik Holdings Co.. Ltd. | 5,520,480 | 21.00% |
| 2 | Lee Yong-han | 5,087,420 | 19.35% |
| 3 | National Pension Service | 1,983,539 | 7.55% |
| 4 | Institutional Investors | 3,992,158 | 15.19% |
| 5 | Foreign Investors | 1,030,516 | 3.92% |
| 6 | Individual Investors | 8,673,887 | 33.00% |
| Total | 26,288,000 | 100.0% | |
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| No. of shares | Shareholder name | No. of vested shares | Shareholding Ratio | Remarks |
|---|---|---|---|---|
| 1 | Wonik Holdings Co.. Ltd. | 5,520,480 | 21.0% | The largest shareholder |
| 2 | Lee Yong-han | 5,087,420 | 19.4% | Registered directors |
| 3 | National Pension Service | 1,553,724 | 5.9% | |
| 4 | Other minority shareholders | 14,126,376 | 53.7% | 34,261 people |
| Total | 26,288,000 | 100.0% | ||
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| No. of shares | Shareholder name | No. of vested shares | Shareholding Ratio | Remarks |
|---|---|---|---|---|
| 1 | Wonik Holdings Co.. Ltd. | 5,520,480 | 21.0% | The largest shareholder |
| 2 | Lee Yong-han | 5,087,420 | 19.4% | Registered directors |
| 3 | National Pension Service | 1,944,407 | 7.5% | |
| 4 | Other minority shareholders | 13,687,419 | 52.1% | 19,623 people |
| Total | 26,288,000 | 100.0% | ||
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| Bill | Result | |
|---|---|---|
| Bill No.1 | Approval of the consolidation of operating reports and separate financial statements | Approved |
| Bill No.2 |
Election of Directors Proposal 2-1 : Appointment of Baek Hong-joo as an Inside Director Proposal 2-2 : Appointment of Lim Chang-bin as an Inside Director Proposal 2-3 : Appointment of Lee Hyun-kwon as an Outside Director |
Approved Approved Approved |
| Bill No.3 | Approval of directors' remuneration limit | Approved |
| Bill No.4 | Approval of audit remuneration limit | Approved |
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| Bill | Result | |
|---|---|---|
| Bill No.1 | Approval of the consolidation of operating reports and separate financial statements | Approved |
| Bill No.2 | Amendment of the Articles of Incorporation | Approved |
| Bill No.3 | Appointment of an Inside Director (candidate Lee Yong-han) | Approved |
| Bill No.4 | Approval of directors' remuneration limit | Approved |
| Bill No.5 | Approval of audit remuneration limit | Approved |
| Bill No.6 | Amendment to the executives’ severance pay policy | Approved |
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| Bill | Result | |
|---|---|---|
| Bill No.1 | Approval of the consolidation of operating reports and separate financial statements | Approved |
| Bill No.2 | Amendment of the Articles of Incorporation | Approved |
| Bill No.3 | Appointment of an Inside Director | Approved |
| Bill No.4 | Appointment of an auditor | Approved |
| Bill No.5 | Approval of directors' remuneration limit | Approved |
| Bill No.6 | Approval of audit remuneration limit | Approved |
Three inside directors (Baek Hong-joo, Lee Yong-han, and Lim Chang-bin) and one outside director (Lee Hyun-kwon) make up the Board of Directors. Baek Hong-joo was elected CEO by the board on March 29, 2022, with the responsibility of managing the company's operations professionally. He also serves as the chairman of the Board of Directors as a qualified individual able to immediately convene board meetings and seek management opinion on significant management issues.
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| Position | Name | Referral |
Activities (Responsibilities) |
Company transactions | Relation with the largest shareholder or major shareholders | Reappointment status | Number of reappointments | Tenure |
|---|---|---|---|---|---|---|---|---|
|
Inside Director (CEO) |
Baek Hong-joo | BOD |
Chairman of the Board General Manager |
Non-applicable | Non-applicable | No | - |
2022.03.29 ~2025.03.28 |
| Inside Director | Lee Yong-han | BOD | Overall company management | Non-applicable | Major shareholder | Yes | 6 |
2021.03.30 ~2024.03.29 |
| Inside Director | Lim Chang-bin | BOD | Overall company management | Non-applicable | Non-applicable | Yes | 2 |
2022.03.29 ~2025.03.28 |
| Outside director | Lee Hyun-kwon | BOD | Overall company management | Non-applicable | Non-applicable | No | - |
2022.03.29 ~2025.03.28 |
As part of its attempts to implement board-centered responsible management, Wonik QnC encourages the reporting/approval of important issues, particularly ESG-related issues, and the independence, diversity, and expertise of the Board of Directors.
The Board of Directors is the highest decision-making body with decision-making authority over major topics such as business objectives, including ESG management matters of Wonik QnC, and it aims to exercise the authority granted to it by laws, articles of incorporation, and board regulations. Specifically, we acknowledge that discussions on ESG management issues have a substantial impact on management. Hence, we incorporate ESG issues into core management issues and present annual performance and plans for the most significant ESG operations. In addition, we will continue to advocate for steps to improve corporate governance, allowing management strategies to be expanded and choices to be taken from an ESG viewpoint.
In 2023, Wonik QnC will establish a working group to promote ESG management, and in that TFT, Wonik QnC will raise awareness of ESG management and increase the involvement of the Board of Directors by regularly reporting on the status of ESG management to the Board of Directors, approving major decisions with the following goals, and subsequently establish and operate the ESG Committee as a committee within the Board of Directors to strengthen the expertise and level of ESG management.
Wonik QnC has created the following ESG promotion organizations (click here) and regularly meets with the Board of Directors to report/approve ESG management.
The Board of Directors’ activity history contains ESG-related concerns that have been reported or authorized.
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| Division | Content |
|---|---|
| Authority | The Board of Directors resolves matters prescribed in laws or articles of incorporation, matters delegated by the general meeting of shareholders, fundamental corporate management policies, and significant business development matters. |
| Composition | The Board of Directors shall consist of all of the Directors. |
| Convening | A meeting of the Board of Directors shall be called by the CEO or any other director selected by the Board of Directors, with three days' notice provided to each director and auditor. If all directors and auditors agree, however, the convening procedure may be omitted. |
| Chairman | In accordance with the terms of Article 37, Paragraph 2 of the Articles of Incorporation, the Chairman of the Board of Directors shall assemble the Board of Directors (The Board of Directors shall be convened by the CEO or a director designated by the Board of Directors, if any, by providing notice to each director and auditor three days prior to the date of the meeting). |
| Resolution method | A majority of the votes cast by the majority of directors present and voting. |
| Minutes of the Board of Directors | The minutes of the Board of Directors meetings shall be kept, sealed, or signed by the chairman, the directors present, and the auditor, and stored at the main office. |
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|
Meeting - (Order of Bill) |
Date of Holding | Bill Contents | Approved or Not | Outside Directors | Inside Director | ||||
|---|---|---|---|---|---|---|---|---|---|
|
Kim Deuk-joong (*1) |
Lee Hyun-kwon | Lim Chang-bin | Baek Hong-joo | Lee Yong-han |
Park Young-gyu (*2) |
||||
|
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
||||
| Vote for or Against | |||||||||
| 1-1 |
2022- 03-04 |
Approval of the 19th financial statements and operating report | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 1-2 |
2022- 03-04 |
Resolution to convene the General Meeting of Shareholders and determine the purpose of the meeting | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 1-3 |
2022- 03-04 |
Establishment of branch offices | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 2 |
2022- 03-29 |
Appointment of the Representative Director | Approved | Term expired |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Resignation |
| 3-1 |
2022- 04-19 |
Approval of the investment in Industrial Complex 5 | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
||
| 3-2 |
2022- 04-19 |
Approval of the safety and health plan | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
||
| 4-1 |
2022- 08-08 |
Approval to modify the investment plan of Industrial Complex 5 | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
||
| 4-2 |
2022- 08-08 |
Obligation guarantee of subsidiaries | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
||
| 4-3 |
2022- 08-08 |
Extension of loan | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
||
(*1) The term of office expired as of March 29, 2022.
(*2) Resigned from the Board of Directors at the general meeting of shareholders on March 29, 2022.
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|
Meeting - (Order of Bill) |
Date of Holding | Bill Contents | Approved or Not | Outside Directors | Inside Director | ||
|---|---|---|---|---|---|---|---|
| Kim Deuk-joong | Lim Chang-bin | Lee Yong-han | Park Young-gyu | ||||
|
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
||||
| Vote for or Against | |||||||
| 1 |
2020- 03-01 |
Report on the merger progress and announcement | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 2 |
2021- 03-12 |
Approval of the 18th Annual Separate and Consolidated Financial Statements | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 3 |
2021- 03-12 |
Convening of the 18th Annual General Meeting of Shareholders | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 4 |
2021- 03-12 |
Establishment of executive remuneration regulations | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 5 |
2021- 04-30 |
Repayment of Export-Import Bank’s On-lending Facility in the Amount of KRW 2.0 billion | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 6 |
2021- 05-21 |
Resolution to acquire shares of other corporations | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 7 |
2021- 06-15 |
Floatation of a loan (export growth fund) | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 8 |
2021- 07-02 |
Purchase of new factory site | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
| 9 |
2021- 07-30 |
Floatation of a loan (export growth fund) | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
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|
Meeting - (Order of Bill) |
Date of Holding | Bill Contents | Approved or Not | Outside Directors | Inside Director | |||
|---|---|---|---|---|---|---|---|---|
| Kim Deuk-joong | Lim Chang-bin | Lee Yong-han |
이재헌 (*1) |
Park Young-gyu (*2) |
||||
|
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
(Attendance: 100.0%) |
||||
| Vote for or Against | ||||||||
| 1 |
2020- 03-06 |
Approval of the 17th Annual Separate and Consolidated Financial Statements | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
| 2 |
2020- 03-10 |
Convening of the 17th Annual General Meeting of Shareholders | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
| 3 |
2020- 05-20 |
Approval of borrowing agreement with Korea Development Bank for industrial operating funds | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 4 |
2020- 05-29 |
Increase and postponement of trade finance | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 5 |
2020- 06-09 |
Obtaining a loan for an export growth fund | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 6 |
2020- 06-17 |
Borrowing industrial operation capital and extending the period of KRW trade bill loan | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 7 |
2020- 06-24 |
Joint liability on guarantee for borrowings from Nanowin Industrial Bank | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 8 |
2020- 08-14 |
Hana Bank Gumi Branch’s borrowing transaction | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 9 |
2020- 08-26 |
Wonik QnC’s borrowing of industrial operation capital from the Korea Development Bank | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
| 10 |
2020- 10-23 |
Provision of joint liability on guarantee for Nanowin's borrowing of industrial operation capital from the Korea Development Bank | Approved |
Attendance (in favor) |
Attendance (in favor) |
Attendance (in favor) |
- |
Attendance (in favor) |
(*1) The term of office expired on March 30, 2020.
(*2) Newly elected at the Annual General Meeting of Shareholders on March 26, 2020.
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| Name | Responsibilities | Gender | Appointment Date | Tenure | Specialty | Remarks |
|---|---|---|---|---|---|---|
| Lee Myeong-young | Fulltime auditor | Male | 2023.03.29 | 3 years | Business management |
- SK Hynix Management Support(CFO)(2012~2019) - SK Innovation CFO(2019~2021) - SK Innovation Executive Director(2019~2021) |
There is a full-time auditor at Wonik QnC, as well as an internal accounting organization and a compliance management organization that assist the auditor in fulfilling its risk supervisory obligations for the examined company. In addition, we intend to evaluate the formation of an Audit Committee in light of future legal and financial circumstances.
Enhancing the role and openness of the internal audit organization by evaluating its performance based on the accomplishment of its objectives
