Governance

BoD
Board Committees
Overview
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BoD Composition

Euisun Chung

Executive Chair & CEO

Appointment Date: 2022.03.24 (3 years term)

General management (Standing)

Directors & Officers Liability Insurance

University of San Francisco, Masters in Business Administration

2006 World Economic Forum (WEF) Next Generation Leaders

Jaehoon Chang

President & CEO

Appointment Date: 2024.03.21 (3 years term)

General management (Standing)

Directors & Officers Liability Insurance

Boston University, Master in Business Administration

HMC CEO

Dong Seock Lee

Executive Vice President & CEO

Appointment Date: 2024.03.21 (3 years term)

General management (Standing)

Directors & Officers Liability Insurance

University of Ulsan, Bachelor of Economics

Executive Vice President and CSO of Domestic Productions

Jose Munoz

President & GCOO

Appointment Date: 2023.03.23 (3 years term)

Global management (Standing)

Directors & Officers Liability Insurance

Ph.D Nuclear Engineering, Universidad Politécnica de Madrid

Global COO, President of HMC North America

Seung Jo Lee

Senior Vice President & CFO

Appointment Date: 2024.03.21 (2 years term)

Directors & Officers Liability Insurance

Korea University, Bachelor in Business Management

Senior Vice President of HMC Planning & Finance Division

Diversity & Independence

Hyundai Motor Company Investor Relations - See Hyundai's corporate governance charter and Diversity & Independence at the official Hyundai Worldwide website.

Established on February 2016
Revised on October 2019
Revised on March 2021

Guidelines

Guidelines on the Diversity of the Board of Directors

Hyundai Motor Company (“HMC” or the “Company”) endeavors to compose its Board of Directors (the “BoD”) with directors from various backgrounds so that the BoD can make important decisions from a broader point of view by widely considering the interests of various stakeholders, including shareholders and customers.

• Diversity

- Nationality: HMC selects director candidates with various nationalities to establish an advanced global governance structure.

- Age: HMC enhances the BoD’s efficiency by harmonizing experienced leadership with flexibility in response to the changing business environment.

- Gender: HMC applies the principle of gender equality in opportunities to operate the BoD from various perspectives.

- Experiences and backgrounds: HMC ensures that its directors are not concentrated in certain backgrounds, while also considering the particular characteristics of Korean society.

- Race and Ethnicity: Efforts to gain creative thinking from diverse races and ethnic communities

- Religion: Respect for the diversity of religion, avoiding bias from certain religions

- Other: Comprehensive consideration of other factors related to diversity

• Recommendation channels

- To promote various stakeholders’ interests, HMC utilizes various and independent channels of recommending directors, including the shareholder recommendation system.

In deciding the composition of the BoD, the BoD confirms whether the composition of its directors fully satisfies the foregoing diversity requirements through a “diversity verification” process.

HMC will continuously endeavor to operate its BoD in a more efficient manner with the input of various perspectives and experiences.

Guidelines on the Independence of Independent Directors

HMC composes the majority of its directors with Independent Directors.

The appointment of all directors is presented to the general shareholder's meeting as an individual agenda item.

In addition, non-executive directors are prohibited from serving as directors, executive officers, and/or auditors of two or more other companies other than the company itself. This allows them to faithfully perform their duties as non-executive directors.

To verify the independence of HMC’s Independent Directors, HMC not only complies with applicable laws and regulations, but also applies global guidelines and establishes more stringent independence requirements. Based on such requirements, the BoD and Recommendation Committee on Candidates for Independent Directors verify the independence of HMC’s Independent Director candidates and re-appointed Independent Directors.

Independent Directors are considered independent when they satisfy the following requirements:

① The Independent Director has not served as the Company’s executive over the last five years

② The Independent Director’s lineal ascendant/descendant has not served as an executive of the Company or any of its subsidiaries over the last three years

③ The Independent Director is not an executive or employee of a business entity (i) whose aggregate transaction amount with the Company during the last three fiscal years is or exceeds 10% of the Company’s total assets or sales, or (ii) which executed a transaction agreement with the Company in the amount equivalent to or exceeding 10% of the Company’s total sales on a single contract basis during the latest fiscal year

④ The Independent Director is not in a personal business relationship with the Company or the Company’s management

⑤ The Independent Director is not employed by and has no business relationship with another Independent Director of the Company

⑥ The Independent Director has no other interest in the matters decided by the BoD

In addition to the foregoing requirements, when determining the independence of the Company’s Independent Directors, the BoD will comprehensively consider what kinds of other material relationships the Independent Directors have with the Company, including situations in Korea/abroad and overall circumstances surrounding the Independent Directors and the Company.

Business Skills Matrix(BSM)

Business Skills Matrix(BSM)
Category		Internal Director					Independent Director
Category		Eui-Sun Chung	Jae-Hoon Chang	Dong-Seok Lee	Jose Munoz	Seung Jo Lee	Chi-Won Yoon	Eugene M. Ohr	Sang-Seung Lee	Dal-Hoon Shim	Ji-Yun Lee	Seung-Hwa Chang	Yoon-Hee Choi
Skills Index	Leadership 12/12 (100%)	●	●	●	●	●	●	●	●	●	●	●	●
	Accounting/ Finance/ Management 10/12 (83.3%)	●	●	●	●	●	●	●	●	●		●
	Industry/ Technology 6/12 (50.0%)	●	●	●	●	●					●
	Law/Policy 6/12 (50.0%)			●		●			●	●		●	●
	Global Competency 9/12 (75.0%)	●	●		●	●	●	●		●	●	●
	ESG 9/12 (75.0%)	●	●	●		●	●	●	●			●	●
Diversity Index	Appointment Year	2022	2024	2024	2023	2024	2022	2022	2022	2024	2024	2023	2023
	Birth Year	1970	1964	1964	1965	1969	1959	1968	1963	1959	1974	1963	1964
	Gender	M	M	M	M	M	M	M	M	M	F	M	F

Board Committees

Details on Audit Committee

Audit Committee

Current Status (Total Members : 5)

Current Status
Classification	Name	Appointment Date	Term
Independent Director	Chi Won Yoon	Mar 24, 2022	3 years
	Sang Seung Yi	Mar 24, 2022
	Dal Hoon Shim	Mar 21, 2024
	Ji Yun Lee	Mar 21, 2024
	Seung Wha Chang	Mar 23, 2023

Seminar for the Audit Committee

Date	Seminar Institution	Members in attendance	Contents
2021.07.22	Outside Instructor (EY)	Dal Hoon Shim, Eun Soo Choi, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee	Impact of COVID-19 on ICFR(Internal Control over Financial Reporting) and Response Strategies
2022.07.18	Outside Instructor (EY)	Dal Hoon Shim, Eun Soo Choi, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee	Recent fraud cases, the Role of ICFR and Audit Committee
2023.07.26	Outside Instructor (Deloitte)	Dal Hoon Shim, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee, Seung Wha Chang	Information Security Controls and the Role of the Audit Committee

Date

Seminar Institution

Members in attendance

Contents

2021.07.22

Outside Instructor

(EY)

Dal Hoon Shim, Eun Soo Choi, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee

Impact of COVID-19 on ICFR(Internal Control over Financial Reporting) and Response Strategies

2022.07.18

Outside Instructor

(EY)

Dal Hoon Shim, Eun Soo Choi, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee

Recent fraud cases, the Role of ICFR and

Audit Committee

2023.07.26

Outside Instructor

(Deloitte)

Dal Hoon Shim, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee, Seung Wha Chang

Information Security Controls and the Role of the Audit Committee

External Auditor

External Auditor
Company Name	Appointment Date	Contract Period
Hanyoung Accounting Firm	Jan 21, 2023	Jan 1, 2023 ~ Dec 31, 2025

Overview

Composition

Details on Board Composition

주식 발생 정보
Committee	Composition	Name	Remarks
Recommendation Committee on Candidates for Independent Directors	Independent Director	Sang Seung Yi	Recommend Independent director nominees for AGM	*Committee Chair
		Eugene M. Ohr		-
		Yoon Hee Choi		-
	Internal Director	Euisun Chung		-
	Internal Director	Jae Hoon Chang		-
Audit Committee	Independent Director	Dal Hoon Shim	Approve financial statements, internal auditing process	*Committee Chair
		Chi Won Yoon		-
		Sang Seung Yi		-
		Ji Yun Lee		-
		Seung Wha Chang		-
Compensation Committee	Independent Director	Chi Won Yoon	Objectify and justify compensation assessment	*Committee Chair
	Independent Director	Dal Hoon Shim		-
	Internal Director	Seung Jo Lee		-
Sustainability Management Committee	Independent Director	Sang Seung Yi	Increase shareholder rights, interests and BOD transparency	*Committee Chair
		Chi Won Yoon		*Representative Director for Shareholders
		Eugene M. Ohr		-
		Dal Hoon Shim		-
		Ji Yun Lee		-
		Seung Wha Chang		-
		Yoon Hee Choi		* Representative Director for Compliance Management
	Internal Director	Jaehoon Chang		-

BoD Activities

2024 BoD Operation

2024 BoD Operation
Classification	Date	Content	Whether approved
The 1st General Meeting	25-Jan-24	1. Approval of Financial Statements for FY 2023 2. Approval of the FY 2023 Business Report 3. Approval of the Business Plan for FY 2024 4. Approval on Safety and Health Plan 5. Approval on Establishing the Financial Consumer Protection Charter and Ameding Relevant Standards	Approved
The 1st General Meeting	25-Jan-24	1. Compliance Activities and Plans 2. Operating Result of Internal Accounting Control System in 2023 3. Global Automotive Safety Status	Reported
Extraordinary Meeting	16-Feb-24	1. Approval of Convocation of and Agenda to be Submitted to the 56th Regular General Meeting of Shareholders 2. Approval for Participation of Increase in Capital : Overseas Corporation 3. Approval of Business Transfer from an Affiliate 4. Competition by Directors · Director Chi-Won Yoon : SK Inc. · Director Seung-Wha Chang : Cheil Worldwide Inc.	Approved
Extraordinary Meeting	16-Feb-24	1. Evaluation Result of Internal Accounting Control System in 2023	Reported
Extraordinary Meeting	21-Mar-24	1. Appointment of CEO 2. Appointment of Committee Member(s) · Item #2-1 : Appointment of Member(s) for Sustainability Management Committee · Item #2-2 : Appointment of Member(s) for Recommendation Committee on Candidates for Independent Directors · Item #2-3 : Appointment of Member(s) for Compensation Committee 3. Competition by Directors · Director Dal Hoon Shim : Samhwa Paints Industrial · Director Seung Jo Lee : Hyundai Capital / Hyundai Card / Hyundai Commercial 4. Approval of Treasury Stock Cancellation 5. Approval for Adoption of Stock-based Executive Compensation	Approved
The 2nd General Meeting	25-Apr-24	1. Approval of the 57th 1Q Quarterly Dividend 2. Approval for Disposition of Treasury Stock 3. Approval of Participation in Capital Increase of Overseas Corporation and Acquisition of Share 4. Approval of Participation in Capital Increase of Overseas Corporation	Approved
The 2nd General Meeting	25-Apr-24	1. Management Performance for 2024 1Q	Reported
Extraordinary Meeting	04-Jun-24	1. Approval of Payment Guarantee for Overseas Corporation 2. Approval of the Promotion for Platform Brokerage Business	Approved
Extraordinary Meeting	04-Jun-24	1. Establishment Status of NA Green Logistics JV 2. Progress on the IPO of HMI	Reported

2023 BoD Operation

2023 BoD Operation
Classification	Date	Content	Whether approved
The 1st General Meeting	26-Jan-23	1. Approval of Financial Statements for FY 2022 2. Approval of the FY 2022 Business Report 3. Approval of the Business Plan for FY 2023 4. Approval on Safety and Health Plan 5. Approval of the Appointment of Compliance Officer 6. Approval of Treasury Stock Cancellation	Modified Approved
The 1st General Meeting	26-Jan-23	1. Operating Result of Internal Accounting Control System in 2022 2. Compliance Activities and Plans 3. Domestic Certified Used car Project Plan 4. Capital Increase for Overseas Production Corporation(HTBC, China) 5. HTWO Guangzhou Joint Venture (JV) Establishment Plan Report	Reported
Extraordinary Meeting	22-Feb-23	1. Approval of Convocation of and Agenda to be Submitted to the 55th Regular General Meeting of Shareholders 2. Approval for Extension of Adopting Electronic Voting System 3. Approval of Disposition of Treasury Stocks	Approved
Extraordinary Meeting	22-Feb-23	1. Operating Result of Internal Accounting Controlling System in 2022 2. Mid to Long Term Strategy of Hyundai Capital Captive Financials	Reported
Extraordinary Meeting	22-Mar-23	1. Appointment of Committee Member(s) · Item #1-1 : Appointment of Member(s) for Sustainability Management Committee · Item #1-2 : Appointment of Member(s) for Recommendation Committee on Candidates for Independent Directors · Item #1-3 : Appointment of Member(s) forCompensation Committee 2. Competition by Directors · Director Gang Hyun Seo : Hyundai Capital / Hyundai Card / Hyundai Commercial · Director Seung Wha Chang : LG · Director Yoon-Hee Choi: Hanjin KAL	Approved
The 2nd General Meeting	25-Apr-23	1. Approval of Participation in Capital Increase of Other Company 2. Approval of the Establishment of an Overseas Joint Venture 3. Approval of Disposition of Treasury Stock	Approved
The 2nd General Meeting	25-Apr-23	1. Management Performance for 2023 1Q 2. Business Progress and Investment Plan for Supernal	Reported
Extraordinary Meeting	24-May-23	1. Approval of the Establishment of an Overseas Joint Venture	Approved
The 3rd General Meeting	26-Jul-23	1. Approval of the 56th 2Q Quarterly Dividend 2. Substitution of Voluntary Compliance Manager	Approved
The 3rd General Meeting	26-Jul-23	1. Management Performance for 2023 2Q 2. Global Automotive Safety Status 3. Report on Safety & Health Major Issues	Reported
Extraordinary Meeting	29-Aug-23	1. Approval of a Strategic Collaboration with a Corporation 2. Establishment of the Internal Control Standards on Financial Consumer Protection and Standards on Financial Consumer Protection	Approved
Extraordinary Meeting	30-Aug-23	1. Approval of Important Management Matters of Overseas Subsidiary	Approved
The 4th General Meeting	26-Oct-23	1. Approval of the 56th 3Q Quarterly Dividend 2. Approval of Transactions between Directors, etc. and the Company 3. Approval of Disposition of Treasury Stock 4. Approval on the Loan for the Construction of a New Battey Supplier Plant	Approved
The 4th General Meeting	26-Oct-23	1. Management Performance for 2023 3Q	Reported
Extraordinary Meeting	19-Dec-23	1. Competition by Director · Director Gang Hyun Seo : Hyundai Steel 2. Approval of Transactions between Directors, etc. and the Company	Approved
Extraordinary Meeting	19-Dec-23	1. Approval for the Sale of HMMR Shares	Approved

2022 BoD Operation

2022 BoD Operation
Classification	Date	Content	Whether approved
The 1st General Meeting	25-Jan-22	1. Approval of Financial Statements for FY 2021 2. Re-approval of Financial Statements for FY 2014 ~ 2020 3. Approval of the FY 2021 Business Report 4. Approval of the Business Plan for FY 2022 5. Approval of the Plan for Safety and Health 6. Approval of the Limit on Issuance of Corporate Bonds 7. Approval of Appointment of Manager	Approved
The 1st General Meeting	25-Jan-22	1. Operating Status of Internal Accounting Controlling System in 2021 2. Details of and Plan for Compliance Support Activities 3. Geopolitical Risk of Russia and China	Reported
Extraordinary Meeting	23-Feb-22	1. Approval of Convocation of and Agenda to be Submitted to the 54th Regular General Meeting of Shareholders	Approved
Extraordinary Meeting	23-Feb-22	1. Operating Result of Internal Accounting Controlling System in 2021	Reported
Extraordinary Meeting	24-Mar-22	1.Appointment of Representative Director(s) 2. Appointment of Executive Chair of the Board of Directors 3. Appointment of Committee Member(s) · Appointment of Member(s) for Sustainability Management Committee · Appointment of Member(s) for Recommendation Committee on Candidates for Independent Directors · Appointment of Member(s) for Compensation Committee 4. Competition by Directors · Director Euisun Chung : Kia, Hyundai Mobis · Director Sang-Seung Yi :Samsung C&T · Director Dalhoon Shim : Samhwa Paints Industrial	Approved
The 2nd General Meeting	25-Apr-22	1. Capital Increase of Overseas Subsidiary	Approved
The 2nd General Meeting	25-Apr-22	1. Management Performance for 2022 1Q 2. Supernal Business Progress and Investment Plan 3. Report of Safety & Health Major Issues	Reported
Extraordinary Meeting	30-Jun-22	1. Review of Transactions between Directors, etc. and the Company 2. Amendment of Sustainability Management Committee Regulation 3. Approval of Investment in Equity : New Company in the U.S.	Approved
Extraordinary Meeting	30-Jun-22	1. Report on Major Business Issue · Participation in Capital Increase of Boston Dynamics by New Investment Company in the U.S. 2. Status of Establishment of EV(Electric Vehicle) Specialized Corporation in the U.S.	Reported
The 3rd General Meeting	21-Jul-22	1. Approval of the 55th Interim Dividend 2. Approval of liquidity support for Wiring Harness Suppliers	Reported
The 3rd General Meeting	21-Jul-22	1. Management Performance for 2022 2Q	Reported
Extraordinary Meeting	07-Sep-22	1. Approval of Exchange of Treasury Stock with Other Entity	Approved
Extraordinary Meeting	07-Sep-22	1. Approval of Exchange of Treasury Stock with Other Entity	Approved
The 4th General Meeting	24-Oct-22	1. Approval of Transacition between Directors, etc. and the Company 2. Approval of Disposition of Treasury Stocks	Approved
The 4th General Meeting	24-Oct-22	1. Management Performance for 2022 3Q 2. Countermeasures for the US IRA	Reported

2021 BoD Operation

2021 BoD Operation
Classification	Date	Content	Whether approved
The 1st General Meeting	26-Jan-21	1. Approval of financial statements for the 53rd fiscal year 2. Approval of the 53rd annual report 3. Approval of the business and investment plan for 2021 4. Appointment of Compensation Committee member 5. Appointment of fair trade compliance program supervisor 6. Approval of corporate bond issue limit	Approved
The 1st General Meeting	26-Jan-21	1. Report on assessment of FY2020 internal accounting management system 2. Activities & plan of compliance management	Reported
Extraordinary Meeting	23-Feb-21	1. Approval of Convocation of and Agenda to be Submitted to the 53rd Ordinary General Meeting of Shareholders	Approved
Extraordinary Meeting	23-Feb-21	1. Report on results of FY2020 internal accounting management system	Reported
Extraordinary Meeting	04-Mar-21	1. Re-approval of financial statements of the 53rd fiscal year	Approved
Extraordinary Meeting	24-Mar-21	1. Appointment of Chief Executive Officer	Reported
		2. Amendment of Rule · Amendment of Rule and Regulation of B.O.D. · Amendment of Rule and Regulation of Sustainability Management Committee · Amendment of Corporate Governance Charter
		1. Appointment of Committee member · Appointment of Sustainability Management Committee member · Appointment of Recommendation Committee member · Appointmnet of Compensation Committee member
		1. Approval of dual-directorship · Gang Hyun Seo : Hyundai Capital, Hyundai Card, Hyundai Commercial
		1. Approval of plan for Safety and Health
The 2nd General Meeting	22-Apr-21	1. Guarantee of Payment for Subsidiaries in Overseas 2. Appointment of Manager	Approved
The 2nd General Meeting	22-Apr-21	1. Business results of FY2021 1st quarter	Reported
The 3rd General Meeting	22-Jul-21	1. Approval of FY2021 interim dividend payment	Approved
The 3rd General Meeting	22-Jul-21	1. Business results of FY2021 2nd quarter 2. Establishing an overseas sales subsidiary 3. Capital Increase for Overseas production subsidiary 4. Capital Increase for Overseas Joint Venture	Reported
Extraordinary Meeting	16-Sep-21	1. Approval of disposal of treasury stock	Approved
Extraordinary Meeting	16-Sep-21	1. Conclusion of Hyundai Card Shareholders’ Agreement 2. Mid- to Long-Term Sales Production Operation Strategy in North America	Reported
The 4th General Meeting	26-Oct-21	1. Approval of Transaction between Directors, etc. and the Company	Approved
The 4th General Meeting	26-Oct-21	1. Management Performance for 2021 3Q 2. KSA CKD Plant Review	Reported
Extraordinary Meeting	18-Nov-21	1. Approval of Acquisition of Treasury Stocks	Approved
Extraordinary Meeting	18-Nov-21	1. ESG Rating Result (DJSI) 2. Development Status of Fuel Cell System	Reported

2020 BoD Operation

2020 BoD Operation
Classification	Date	Content	Whether approved
The 1st General Meeting	22-Jan-20	1. Approval of financial statements for the 52nd fiscal year 2. Approval of the 52nd annual report 3. Approval of the business and investment plan for 2020 4. Appointment of Compensation Committee member 5. Appointment of fair trade compliance program supervisor 6. Appointment of Compliance Officer - Sang Sik Kim : (Current, Head of Compliance Group )	Approved
The 1st General Meeting	22-Jan-20	1. Report on assessment of FY2019 internal accounting management system 2. Activities & plan of fair trade compliance program 3. Activities & plan of compliance management 4. Progress of Establishment of Hyundai Motor Singapore	Reported
Extraordinary Meeting	19-Feb-20	1. Approval of Convocation of and Agenda to be Submitted to the 52nd Ordinary General Meeting of Shareholders 2. Approval of the electronic voting system	Approved
Extraordinary Meeting	19-Feb-20	1. Report on results of FY2019 internal accounting management system	Reported
Extraordinary Meeting	3-Mar-20	1. Re-approval of financial statements for the 52nd fiscal year	Approved
Extraordinary Meeting	3-Mar-20	1.Report on COVID-19 updates and action plan	Reported
Extraordinary Meeting	19-Mar-20	1. Appointment of BOD Chairperson 2. Appointment of Corporate Governance & Communication Committee member 3. Appointment of Recommendation Committee member 4. Approval of dual-directorship - Sang-Hyun Kim : Hyundai Card, Hyundai Commercial 5. Approval of corporate bond issue limit	Approved
The 2nd General Meeting	23-Apr-20	1. Business results of FY2020 1st quarter 2. Current situation and countermeasure for COVID 19	Reported
The 3rd General Meeting	23-Jul-20	1. Approval of revised business and investment plan for 2020	Approved
The 3rd General Meeting	23-Jul-20	1. Business results of FY2020 1st half 2. Activities & plan of fair trade compliance program 3. Countermeasure for COVID 19	Reported
Extraordinary Meeting	14-Oct-20	1. Approval of election of honorary president and inauguration of new president	Approved
The 4th General Meeting	26-Oct-20	1. Approval of acquisition and disposal of treasury stock 2. Approval of transaction between directors (and et cetera), and company	Approved
The 4th General Meeting	26-Oct-20	1. Business results of FY2020 3rd quarter 2. UAM business plan 3. Acquisition of shares in overseas joint venture for production 4. Acquisition of shares of overseas sales agents	Reported
Extraordinary Meeting	10-Dec-20	1. Approval of equity investment in Boston Dynamics	Approved
Extraordinary Meeting	10-Dec-20	1. Establishment of Fuel Cell Business in China	Reported

Corporate Governance Charter

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Articles of incorporation

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