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Information On The Board Of
Directors ("BOD")

Inside Director Profile

  • Seung Mo KIM (金承模)

    • CEO
    • Chairman of Board of Directors
    APPOINTMENT :
    Mar 29, 2023 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.S. Industrial Engineering, Sungkyunkwan University
    CEO, Q Cells Korea
    Director of Project Support Department, Hanwha Corporation
    CEO, Defense Division, Hanwha Corporation
    Non-Executive Director, Hanwha Aerospace
    CEO, E&C Division, Hanwha Corporation (Current)

  • Dong Kwan KIM (金東官)

    • CEO
    APPOINTMENT :
    Mar 28, 2024 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.A. Government, Harvard University
    CCO, HANWHA Q Cells & Advanced Materials Corporation
    Non-Executive Director, Satrec Initiative
    CEO, Hanwha Corporation (Current)
    CEO, Hanwha Solutions (Current)
    CEO, Hanwha Aerospace (Current)
    CEO, Hanwha Impact (Current)
    Non-Executive Director, Hanwha Ocean (Current)

  • Ki Won YANG (梁起源)

    • CEO
    • Member of ESG Committee
    APPOINTMENT :
    Mar 28, 2024 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.S. Chemical Engineering, Joongang University
    Director of Business Development Division, Hanwha Solutions
    Director of Strategic Planning Department, Hanwha Solutions
    CEO, Hanwha Momentum
    CEO, Global Division, Hanwha Corporation (Current)
    Non-Executive Director, Hanwha Robotics (Current)
Outside Director Profile

  • Suk Jae LEE (李碩宰)

    • Chairman of Outside Director Candidate Recommendation Committee
    • Chairman of Compensation Committee
    • Member of Audit Committee
    APPOINTMENT :
    Mar 28, 2024 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.A. Philosophy, Seoul National University
    M.A. Philosophy, Seoul National University
    Ph.D. Philosophy, Yale University
    Professor, Ohio State University
    Dean, College of Humanities, Seoul National University
    Director, Chey Institute for Advanced Studies (Current)
    Outside Director (Audit), Shinsegae I&C (Current)
    Director&Professor, Dept. of Philosophy, Seoul National University (Current)
    Outside Director, Hanwha Corporation (Current)

  • Ik Hwan KWON (權益煥)

    • Chairman of Internal Transaction Committee
    • Member of Audit Committee
    • Member of ESG Committee
    APPOINTMENT :
    Mar 28, 2024 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.L. Law, Seoul National University
    Chief Prosecutor, Daejeon District Prosecutors' Office
    Chief Prosecutor, Seoul Southern District Prosecutors' Office
    Representative Lawyer, Ik Hwan Kwon Law Firm
    Outside Director (Audit), SK Bioscience (Current)
    Lawyer, Kim & Chang Law Firm (Current)
    Outside Director, Hanwha Corporation (Current)

  • Hye Ryung BYON (卞惠鈴)

    • Chairman of ESG Committee
    • Member of Internal Transaction Committee
    • Member of Outside Director Candidate Recommendation Committee
    • Member of Compensation Committee
    APPOINTMENT :
    Mar 28, 2024 (Re-appointed)
    TERM :
    2 years
    CAREER
    B.S. Chemistry and Physics, Sookmyung Women's University
    Ph. D. Chemistry, POSTECH
    Postdoctoral Associate, MIT
    Adjunct Associate Professor, Tokyo Institute of Technology
    Principal Investigator, RIKEN, Japan
    Assistant Professor, KAIST (Current)
    Outside Director, Hanwha Corporation (Current)

  • Edwin FEULNER

    • Member of Outside Director Candidate Recommendation Committee
    APPOINTMENT :
    Mar 29, 2023
    TERM :
    2 years
    CAREER
    B.A. Business Administration and English, Regis University
    M.B.A. The Wharton School of the University of Pennsylvania
    Ph.D. Politics, The University of Edinburgh
    Analyst, Center for Strategic and International Studies
    President, The Heritage Foundation
    Chairman, The Asian Studies Center of The Heritage Foundation (Current)
    Outside Director, Hanwha Corporation (Current)

  • Yong Gyu LEE (李瑢圭)

    • Chairman of Audit Committee
    • Member of Internal Transaction Committee
    • Member of Compensation Committee
    APPOINTMENT :
    Mar 29, 2023
    TERM :
    2 years
    CAREER
    B.A. Economics, Seoul National University
    M.B.A. Accounting, Seoul National University
    M.A.S. Accounting, University of Illinois at Urbana-Champaign
    Ph.D. Business Administration (Accounting), Columbia University
    C.P.A. Senior Auditor/Staff Accountant, Samjong KPMG Accounting Corp.
    Assistant Professor of Accountancy, Baruch College–City University of NY
    Associate Professor of Accounting, Sungkyunkwan University
    Outside Director, Audit Committee, PlayD Corp., Korea (Current)
    Associate Professor of Accounting, Seoul National University (Current)
    Outside Director, Hanwha Corporation (Current)
BOD Composition
(Chairman: Seung Mo KIM / No. of Directors: 8)
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Inside Director
Position CEO
Name Dong Kwan Kim
Date Appointed 2024.03.28
Tenure 2 years
Responsibility Strategy Division CEO
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Inside Director
Position CEO
Name Seung Mo Kim
Date Appointed 2023.03.29
Tenure 2 years
Responsibility E&C Division CEO
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Inside Director
Position CEO
Name Ki Won Yang
Date Appointed 2024.03.28
Tenure 2 years
Responsibility Global Division CEO
Momentum Division CEO
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Outside Director
Position Director
Name Suk Jae Lee
Date Appointed 2024.03.28
Tenure 2 years
Responsibility Audit Committee Member
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Outside Director
Position Director
Name Ik Hwan Kwon
Date Appointed 2024.03.28
Tenure 2 years
Responsibility Audit Committee Member
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Outside Director
Position Director
Name Hye Ryung Byon
Date Appointed 2024.03.28
Tenure 2 years
Responsibility -
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Outside Director
Position Director
Name Edwin Feulner
Date Appointed 2023.03.29
Tenure 2 years
Responsibility -
Liability Insurance Covered
BOD Composition :Classification, Position, Name, Date Appointed, Tenure, Responsibility, Liability Insurance
Classification Outside Director
Position Director
Name Yong Gyu Lee
Date Appointed 2023.03.29
Tenure 2 years
Responsibility Audit Committee Member
Liability Insurance Covered
※ As of March 28, 2024
Committees under the BOD
Committees under the BOD:Committee Name, Inside Director, Outside Director, Key Responsibility, Remarks
Committee Name Composition Key Responsibility
Executive
Director		 Outside
Director
Audit Committee - 3
directors
(Yong Gyu Lee(Chairman), Ik Hwan Kwon, Suk Jae Lee)		 Conducting audits on the business and its accounting practices
Outside Director Candidate Recommendation Committee - 3
directors
(Suk Jae Lee(Chairman), Hye Ryung Byon, Edwin Feulner)		 Providing recommendations for outside director candidates
Internal Transaction Committee - 3
directors
(Ik Hwan Kwon(Chairman), Yong Gyu Lee, Hye Ryung Byon)		 Approving transactions of funds, securities, and assets of KRW 8 billion or more in value with domestic affiliatess
Approving transactions of goods and services of KRW 10 billion or more in quarterly cumulative value with relative companies
ESG Committee 1 director
(Ki Won YANG)		 2
directors
(Hye Ryung Byon(Chairman), Ik Hwan Kwon)		 Reviewing policies on sustainable management and compliance management
Compensation Committee 3
directors
(Suk Jae Lee(Chairman), Hye Ryung Byon, Yong Gyu Lee)		 Improving fairness and transparency in compensation for directors
※ As of March 28, 2024
  • 12024 BOD Operation
    2024 board of directors operational status table: Order, Holding date, Bills, Attendence
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Seung Mo
    KIM    		 Dong
    Kwan
    KIM    		 Ki Won
    YANG    		 Seung
    Heon
    KIM    		 Suk Jae
    LEE    		 Ik Hwan
    KWON    		 Hye
    Ryung
    BYON    		 Edwin
    FEULNER    		 Yong
    Gyu
    LEE    		 Note
    1 Feb 14, 2024 · Hanwha Corp. 2024 HSE Planning 9 out of
    9 Directors
    (3 Inside/
    6 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Donation to Hanwha Foundation of Culture Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Report on 2023 Performance and 2024 Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Report on 2023 4Q New/extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 72nd Financial Period(2023) Separate Financial Statement Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Report on the 2023 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Report on Compliance Performance in 2023 and Compliance Plan for 2024 Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2023 4Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Report on 248th Issuance of Private Placement Floating Rate Note (FRN) Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    2 Feb 22, 2024 · Establishment of Compensation Committee and Revision of the Regulations of the Board of Directors 9 out of
    9 Directors
    (3 Inside/
    6 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Appointment of Members of the Compensation Committee Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    3 Feb 28, 2024 · Convening the 72nd (2023) Annual General Meeting of Shareholders and Approval of Reporting and Agenda Items 9 out of
    9 Directors
    (3 Inside/
    6 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of the 72nd (2023) Financial Statement (including the statement on the disposition of retained earnings), Consolidated Financial Statement, and Business Report Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Partial Amendment of the Articles of Incorporation Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Appointment of Directors Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Appointment of Audit Committee Members as Outside Directors Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Director Compensation Limit Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Initiation of Electronic Voting for the 72nd Annual General Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Concurrent Position as Executive Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · 2023 Report on Evaluation Results of the Audit Committee of the Internal Accounting Control System Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    4 Mar 28, 2024 · Appointment of the CEO 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved After
    retirement    		 Approved Approved Approved Approved Approved Expiration of the term of outside director Seung Heon KIM on Mar 28
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transaction Limit with Financial Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Settlement of Hanwha Brand License for 2023 and Contract Modification for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Composition of Committees within the BOD Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · 250th Issuance of Unsecured Corporate Bonds Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Submission of Documents for License Renewal of Iraq Office Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    5 Apr 03, 2024 · Report on Key Business Issue 7 out of
    8 Directors
    (2 Inside/
    5 Outside)    		 Reported ◎ Absence ◎ ◎ ◎ ◎ ◎ ◎
    · Approval of SE(Solar Equipment) Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Approval of Momentum Division Split-off Plan Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Approval of Wind Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Approval of Plant Business Transfer Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Convening the 2024 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Initiation of Electronic Voting for the 2024 Temporary Meeting of Shareholders Approved Approved Absence Approved Approved Approved Approved Approved Approved
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Absence Approved Approved Approved Approved Approved Approved
    6 Apr 24, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    7 May 14, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Donation to Hanwha Foundation of Culture Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · 2024 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · New/extended Loans in 2024 1Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 1Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 1Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    8 Jul 01, 2024 · Report on Completion of Momentum Division Split-off and Approval for Public Notice 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Closure of Hanwha Corp. Czech Branch Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Agreement on Plant Business Transfer Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Concurrent Position as Executive Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Purchase of Directors & Officers Liability Insurance Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Revision of Regulations on Executive Remuneration Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    9 Jul 05, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Acquisition of Treasury Stocks (1st preferred stock) Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Setting Base Date for Confirming Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    10 Aug 13, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee and Debt Security for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Report on 2024 1H Performance and 2H Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · New/extended Loans in 2024 2Q and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 2Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 2Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    11 Aug 22, 2024 · Approval of Internal Transaction with a Domestic Affiliate 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Performance Guarantee to a Domestic Subsidiary Approved Approved Approved Approved Approved Approved Approved Approved Approved
    12 Sep 11, 2024 · Approval of Concurrent Position as Executive 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    13 Sep 25, 2024 · Retirement of Treasury Stocks (Capital Reduction) 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Convening the 2024 Temporary Meeting of Shareholders and Approval of Reporting and Agenda Items Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Initiation of Electronic Voting for the 2024 Temporary Meeting of Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Setting Base Date for Confirming Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Sales of New Stay Stocks Approved Approved Approved Approved Approved Approved Approved Approved Approved
    14 Oct 11, 2024 · Approval of Transactions with Interested Persons Including Major Shareholders 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions between the Directors, etc. and the Company Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Termination of Changwon Pungho Jangcheon District Land Purchase Contract Approved Approved Approved Approved Approved Approved Approved Approved Approved
    15 Nov 13, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Asset Transactions between Domestic Affiliates Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval for Signing Amendment Contract of the Iraq BNCP Project Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Hanwha Brand License Agreement for 2025 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Report on 2024 3Q Performance and 4Q Plans Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 3Q Committee Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · Report on 2024 3Q New/extended Loans and Payment Guarantee for Local Subsidiaries Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    · 2024 3Q Finances Performance Report Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    16 Nov 21, 2024 · Execution of Wind Power Business Transfer Completion Agreement etc. 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    17 Dec 04, 2024 · Retirement of Treasury Stocks 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Amendment of Internal Accounting Control Regulations Approved Approved Approved Approved Approved Approved Approved Approved Approved
    18 Dec 18, 2024 · Approval of Transactions between the Directors, etc. and the Company 8 out of
    8 Directors
    (3 Inside/
    5 Outside)    		 Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Approval of Transactions with Interested Persons Including Major Shareholders Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Delegation to the CEO of Corporate Bond Issuance Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Delegation of Authority to Approve New Borrowing / Payment Guarantee Contract and Renewal Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Provision of Debt Guarantee for Project Financing Agreement Approved Approved Approved Approved Approved Approved Approved Approved Approved
    · Report on Improvements to the Board Operation System Reported ◎ ◎ ◎ ◎ ◎ ◎ ◎ ◎
    ※ Note
    1. 1) To enhance outside directors’ understanding prior to the Board meeting and support the decision-making process, pre-briefing sessions are held on Board agenda items. Agenda materials are provided beforehand to allow ample review time, and if necessary, additional explanations may be obtained from relevant executives and employees.
    2. 2) In the case of important agenda items, independent external advisory firms (e.g., law firms, accounting firms) that have no vested interests in the Company are selected to provide professional and objective advice. These external advisors attend both the pre-briefing sessions and the Board of Directors meetings to present their opinions.
    3. 3) Upon the request of outside directors, additional pre-briefing sessions are held to facilitate a deeper understanding of the agenda items. (e.g., two pre-briefing sessions were held for BOD on February 14, 2024 and BOD on May 14, 2024.)
    4. 4) All proceedings of the Board of Directors meetings are thoroughly recorded and retained, and the opinions of outside directors are duly reflected.
    5. 5) The above procedures help directors deepen their understanding of the agenda items and participate more substantively in the decision-making process, thereby enhancing the transparency and reliability of the Board of Directors’ operations.
Composition of Audit Committee
Audit Committee Composition Table
Title Name Appointment of
Committee
Member
(Chairman)		 Term of
Committee
Member
(Chairman)		 Key
Responsibility
Audit Committee Composition Table Yong Gyu LEE Member:
Mar 29, 2023
Chairman:
Mar 28, 2024		 2 years Conducting audits on the business and its accounting practices
Committee Member/Outside Director Ik Hwan KWON Mar 28, 2024
(Re-appointed)		 2 years
Committee Member/Outside Director Suk Jae LEE Mar 28, 2024 2 years
※ As of December 18, 2024
Composition of Outside Director Candidate Recommendation Committee
Outside Director Candidate Recommendation Committee Composition Table
Title Name Appointment of
Committee
Member
(Chairman)		 Term of
Committee
Member
(Chairman)		 Key
Responsibility
Committee Chairman/Outside Director Suk Jae LEE Member:
Mar 28, 2024
Chairman:
Mar 28, 2024		 1 year Providing recommendations for outside director candidates
Committee Member/Outside Director Edwin FEULNER Mar 28, 2024 1 year
Committee Member/Outside Director Hye Ryung BYON Mar 28, 2024 1 year
※ As of December 18, 2024
Composition of Internal Transaction Committee
Insider Trading Committee Composition Table
Title Name Appointment of
Committee
Member
(Chairman)		 Term of
Committee
Member
(Chairman)		 Key
Responsibility
Committee Chairman/Outside Director Ik Hwan KWON Member:
Mar 28, 2024
Chairman:
Mar 28, 2024		 1 year Approving transactions of funds, securities, and assets of KRW 8 billion or more in value with domestic affiliatess
Approving transactions of goods and services of KRW 10 billion or more in quarterly cumulative value with relative companies
Committee Member/Outside Director Yong Gyu LEE Mar 28, 2024 1 year
Committee Member/Outside Director Hye Ryung BYON Mar 28, 2024 1 year
※ As of December 18, 2024
Composition of ESG Committee
ESG Committee Composition Table
Title Name Appointment of
Committee
Member
(Chairman)		 Term of
Committee
Member
(Chairman)		 Key Responsibility
Committee Chairman/Outside Director Hye Ryung BYON Member:
Mar 28, 2024
Chairman:
Mar 28, 2024		 1 year Reviewing policies on sustainable management and compliance management
Committee Member/Outside Director Ik Hwan KWON Mar 28, 2024 1 year
Committee Member/Inside Director Ki Won YANG Mar 28, 2024 1 year
※ As of December 18, 2024
Composition of Compensation Committee
Compensation Committee Composition Table
Title Name Appointment of
Committee
Member
(Chairman)		 Term of
Committee
Member
(Chairman)		 Key
Responsibility
Committee Chairman/Outside Director Suk Jae LEE Member:
Mar 28, 2024
Chairman:
Mar 28, 2024		 1 year Improving fairness and transparency in compensation for directors
Committee Member/Outside Director Hye Ryung BYON Mar 28, 2024 1 year
Committee Member/Outside Director Yong Gyu LEE Mar 28, 2024 1 year
※ As of December 18, 2024
  • 1 Operation of Audit Committee
    Operation of Audit Committee
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Yong Gyu
    LEE    		 Ik Hwan
    KWON    		 Suk Jae
    LEE    		 Seung
    Heon
    KIM    		 Note
    1 Feb 14, 2024 · Report on the Performance Status of Hanwha Corporation Internal Audit 3 out of 3 Directors
    (3 Outside)    		 Reported ◎ ◎ Before
    appointment    		 ◎
    · Report on the Performance Results of 2023 4Q Disclosure Reported ◎ ◎ ◎
    · Report on 2023 Performance and 2024 Plans Reported ◎ ◎ ◎
    · 72nd Financial Period(2023) Separate Financial Statement Report Reported ◎ ◎ ◎
    · Report on the 2023 Internal Accounting Control System Operational Status Evaluation Reported ◎ ◎ ◎
    · Covening an Evaluation Meeting on the Operation Status of the Internal Accounting Management System in 2023 Approved Approved Approved Approved
    2 Feb 28, 2024 · Adoption of Internal Accounting Management System Evaluation Report 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Submission of the Audit Opinion on the Internal Monitoring Device Approved Approved Approved Approved
    · Submission of Audit Report Approved Approved Approved Approved
    · Report on the 72nd Financial Statements (including the statement of disposition of retained earnings), Consolidated Financial Statements and Operating Reports Reported ◎ ◎ ◎
    · Report on External Audit Results Reported ◎ ◎ ◎
    3 Mar 14, 2024 · Approval of Audit Fees by External Auditors 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    4 Mar 28, 2024 · Appointment of the Chairman of Audit Committee 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved After
    retirement    		 Retirement of Seung Heon KIM on Mar 28,
    Appointment of Suk Jae LEE on Mar 28
    5 May 14, 2024 · Report on the Annual Operation Plan of the Internal Accounting Management System in 2024 3 out of 3 Directors
    (3 Outside)    		 Reported ◎ ◎ ◎
    · Report on the Revision Review of Internal Accounting Management Regulations Reported ◎ ◎ ◎
    · Report on the Performance Results of 2024 1Q Disclosure Reported ◎ ◎ ◎
    · 2024 1Q Key Business Performance and 2Q Plans Reported ◎ ◎ ◎
    · 2024 1Q Finances Performance Report Reported ◎ ◎ ◎
    · Report on 2024 1Q External Audit Results Reported ◎ ◎ ◎
    6 Aug 13, 2024 · Approval of Changes to Audit Fees of External Auditors in 2024 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Report on the Performance Results of 2024 2Q Disclosure Reported ◎ ◎ ◎
    · 2024 1H Key Business Performance and 2H Plans Reported ◎ ◎ ◎
    · 2024 2Q Finances Performance Report Reported ◎ ◎ ◎
    · Report on 2024 2Q External Audit Results Reported ◎ ◎ ◎
    7 Nov 13, 2024 · Report on the Performance Results of 2024 3Q Disclosure 3 out of 3 Directors
    (3 Outside)    		 Reported ◎ ◎ ◎
    · 2024 3Q Key Business Performance and 4Q Plans Reported ◎ ◎ ◎
    · 2024 3Q Finances Performance Report Reported ◎ ◎ ◎
    · Report on 2024 3Q External Audit Results Reported ◎ ◎ ◎
    8 Dec 03, 2024 · Amendment of Internal Accounting Control Regulations 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
  • 2Operation of Outside Director Candidate Recommendation Committee
    Operation of Outside Director Candidate Recommendation Committee
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Suk Jae
    LEE    		 Edwin
    FEULNER    		 Hye
    Ryung
    BYON    		 Seung
    Heon
    KIM    		 Note
    1 Feb 28, 2024 · Recommendation of Outside Director Candidates 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Before
    appointment    		 Approved Retirement of Seung Heon KIM on Mar 28,
    Appointment of Hye Ryung BYON on Mar 28
    2 Mar 28, 2024 · Appointment of the Chairman of Outside Director Candidate Recommendation Committee 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved After
    retirement
  • 3Operation of Internal Transaction Committee
    Operation of Internal Transaction Committee
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Ik Hwan
    KWON    		 Yong
    Gyu
    LEE    		 Hye
    Ryung
    BYON    		 Note
    1 Mar 28, 2024 · Appointment of the Chairman of Internal Transactions Committee 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    2 Apr 03, 2024 · Preliminary Deliberation on Approval of Solar Equipment Business Transfer 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Preliminary Deliberation on Approval of Wind Business Transfer Approved Approved Approved Approved
    · Preliminary Deliberation on Approval of Plant Business Transfer Approved Approved Approved Approved
    3 Apr 24, 2024 · Approval of Lease Contract for Hanwha Building in Janggyo-dong 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Extension of Hanwha Opportunity Pursuit General Private Real Estate Investment Trust Contract No.1 Approved Approved Approved Approved
    4 Jun 26, 2024 · Approval of Transaction Limit change with Affiliated Financial Institute 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Approval of Transaction Limit with Affiliated Financial Institute Approved Approved Approved Approved
    5 Dec 13, 2024 · Approval of Transaction Limit with Affiliated Financial Institute 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Approval of Internal Transactions with Affiliated Persons Approved Approved Approved Approved
  • 4Operation of ESG Committee
    Operation of ESG Committee
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Ki Won
    YANG    		 Hye
    Ryung
    BYON    		 Ik Hwan
    KWON    		 Suk
    Jae
    LEE    		 Note
    1 Feb 14,
    2024    		 · Hanwha Corp. 2024 HSE Planning 4 out of 4 Directors
    (1 Inside/
    3 Outside)    		 Approved Approved Approved Approved Approved
    · Report on Compliance Performance in 2023 and Compliance Plan for 2024 Reported ◎ ◎ ◎ ◎
    2 Mar 28, 2024 · Appointment of the Chairman of ESG Committee 3 out of 3 Directors
    (1 Inside/
    2 Outside)    		 Approved Approved Approved Approved After
    retirement    		 Retirement of Suk Jae LEE on Mar 28
    3 May 08, 2024 · Report on 2024 ESG Double Materiality Assessment results 3 out of 3 Directors
    (1 Inside/
    2 Outside)    		 Reported ◎ ◎ ◎
    · Report on the 2024 Supplier Evaluation and Registration Plan Reported ◎ ◎ ◎
    · Report on Completion of Fund Distribution for Korean Green Bonds Issued in 2023 (2 cases) Reported ◎ ◎ ◎
    · Report on ESG Management Performance for 1Q of 2024 and Major Plans for 2Q 2024 Reported ◎ ◎ ◎
    4 Aug 08, 2024 · Establishment of Code of Conduct Guideline for Hanwha Corporation’s Partner Companies 3 out of 3 Directors
    (1 Inside/
    2 Outside)    		 Approved Approved Approved Approved
    · Report on ESG Management Performance for 2Q of 2024 and Major Plans for 3Q 2024 Reported ◎ ◎ ◎
    5 Nov 07, 2024 · Report on ESG Management Performance for 3Q of 2024 and Major Plans for 4Q 2024 3 out of 3 Directors
    (1 Inside/
    2 Outside)    		 Reported ◎ ◎ ◎
  • 5Operation of Compensation Committee
    Operation of Compensation Committee
    No. Date Agenda/Reporting Items Attendance
    (Inside/
    Outside)    		 Result Suk
    Jae
    LEE    		 Hye
    Ryung
    BYON    		 Yong
    Gyu
    LEE    		 Note
    1 Feb 22, 2024 · Appointment of the Chairman of Internal Transactions Committee 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Preliminary Deliberation on the Limit of Compensation for Registered Directors Approved Approved Approved Approved
    · Preliminary Deliberation and on the Granting of Restricted Stock Units (RSU) in 2024 Approved Approved Approved Approved
    2 Mar 28, 2024 · Appointment of the Chairman of Compensation Committee 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    3 Jul 01, 2024 · Revision of Regulations on Executive Remuneration 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
    · Grant of Restricted Stock Units for 2024 Approved Approved Approved Approved
    4 Jul 04, 2024 · Approval of Transactions between the Directors, etc. and the Company 3 out of 3 Directors
    (3 Outside)    		 Approved Approved Approved Approved
Guidelines on Board Independence, Expertise, and Diversity

Independence

In order to maintain the independence of the Board of Directors, the qualifications of outside directors shall be verified at the time of their appointment, and an environment that ensures independence shall be established through Board Committees.

  • - More than half of the Board members (with a minimum of three) shall be outside directors.
  • - Directors shall be individuals with no legal disqualifications and no responsibility for any damage to corporate value or infringement of shareholder rights.
  • - An Outside Director Candidate Nomination Committee, composed entirely of outside directors, shall be operated to ensure fairness and independence in the nomination process.
  • - Outside directors shall be selected from individuals who have no direct contractual or transactional relationships with the Company.
  • - To enhance the oversight and support functions of outside directors, meetings with the Audit Committee, composed solely of outside directors, and with an external accounting firm serving as an external advisory BODy, shall be held separately from Board of Directors meetings.
  • - Outside directors shall not serve more than six years at the listed company, and not more than nine years including affiliated companies.

Expertise

The Board of Directors shall be composed of experts from diverse fields and be provided with various opportunities to enhance the directors’ expertise to ensure that the Board can make substantive contributions to corporate management.

  • - The Board shall be composed of professionals capable of making meaningful contributions to corporate management, all of whom shall have no legal disqualifications and bear no responsibility for any damage to corporate value or infringement of shareholder rights.
  • - Meeting materials and any external advisory documents shall be provided in advance, and sufficient explanations and open discussions of agenda items shall be carried out.
  • - The Company shall arrange training sessions for outside directors at least twice a year by inviting external lecturers to strengthen the Board’s expertise.

Diversity

The Board of Directors shall be composed of a broad range of experts to ensure diversity and thereby prevent the representation of any specific interest group.

  • - Directors shall not be limited to a single gender.
  • - Experts are drawn from various fields, including law, humanities, management, finance, and the sciences.
  • - Other aspects of diversity, such as nationality, race, and religion, shall be considered.