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BoD Composition

BoD Image
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
BoD Image
José Muñoz
President & CEO
Appointment Date: 2023.03.23 (3 years term)
Global management (Standing)
Directors & Officers Liability Insurance
Ph.D Nuclear Engineering, Universidad Politécnica de Madrid
HMC CEO
BoD Image
Dong Seock Lee
President & CEO
Appointment Date: 2024.03.21 (3 years term)
General management (Standing)
Directors & Officers Liability Insurance
University of Ulsan, Bachelor of Economics
President of Domestic Productions and CSO
BoD Image
Eunsook Jin
Executive Vice President
Appointment Date: 2025.03.20 (2 years term)
Directors & Officers Liability Insurance
Seoul National University, Masters in Computer Science
Executive Vice President of HMC ICT Management Division
Former NHN CTO
BoD Image
Seung Jo Lee
Executive Vice President & CFO
Appointment Date: 2024.03.21 (2 years term)
Directors & Officers Liability Insurance
Korea University, Bachelor in Business Management
Executive 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)

Business Skills Matrix(BSM)
Category Internal Director Independent Director
Eui-Sun Chung José Muñoz Dong-Seok Lee Eunsook Jin Seung Jo Lee Dal-Hoon Shim Ji-Yun Lee Seung Hwa Chang Yoon Hee Choi Suyi Kim Jim Myong Doh Benjamin Tan
Skills Index Leadership
12/12 (100%)
 ● ● ● ● ● ● ● ● ● ● ● ●
Accounting/
Finance/
Management
10/12 (83.3%)
 ● ● ● ● ● ●   ●   ● ● ●
Industry/
Technology
8/12 (66.7%)
 ● ● ● ● ●   ●     ● ●  
Law/Policy
4/12 (33.3%)
     ●     ●   ● ●      
Global
Competency
9/12 (75.0%)
 ● ●     ● ● ● ●   ● ● ●
ESG
10/12 (83.3%)
 ● ● ● ● ●     ● ● ● ● ●
Diversity
Index		 Appointment
Year		 2022 2023 2024 2025 2024 2024 2024 2023 2023 2025 2025 2025
Birth Year 1970 1965 1964 1968 1969 1959 1974 1963 1964 1973 1961 1960
Gender M M M F M M F M F F M M
 

Board Committees

Details on Audit Committee

Audit Committee
Current Status (Total Members : 5)
Current Status
Classification Name Appointment Date Term
Independent Director Dal Hoon Shim Mar 21, 2024 3 years
Ji Yun Lee Mar 21, 2024
Seung Wha Chang Mar 23, 2023
Suyi Kim Mar 20, 2025
Jim Myong Doh Mar 20, 2025
Seminar for the Audit Committee
Date Seminar Institution Members in attendance Contents
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
2024.07.25 Outside Instructor
(Deloitte)		 Dal Hoon Shim, Chi Won Yoon, Sang Seung Yi, Ji Yun Lee, Seung Wha Chang The Role of the Internal Audits in ESG
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
Stock Inssurance Information
Committee Composition Name Major Function Remarks
Recommendation
Committee on
Candidates for
Independent Directors		 Independent Director Ji Yun Lee Recommend
Independent director
nominees		 *Committee Chair
Jim Myong Doh -
Benjamin Tan -
Internal Director José Muñoz -
Audit Committee Independent Director Dal Hoon Shim Approve financial
statements, internal
auditing process		 *Committee Chair
Ji Yun Lee -
Seung Wha Chang -
Suyi Kim -
Jim Myong Doh -
Compensation
Committee		 Independent Director Yoon Hee Choi Objectify and justify
compensation
assessment		 *Committee Chair
Dal Hoon Shim -
Seung Wha Chang -
Sustainability
Management
Committee		 Independent Director Seung Wha Chang Increase shareholder
rights, interests and
BOD transparency		 *Committee Chair
Dal Hoon Shim -
Ji Yun Lee -
Yoon Hee Choi *Representative
Director for
Compliance
Management
Suyi Kim -
Jim Myong Doh -
Benjamin Tan *Representative
Director for
Shareholders
Internal Director José Muñoz -

BoD Activities

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
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
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
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
1. Establishment Status of NA Green Logistics JV
2. Progress on the IPO of HMI		 Reported
The 3rd General
Meeting		 25-Jul-24 1. Approval of the 57th 2Q Quarterly Dividend
2. Approval of Equity Transaction and Capital Increase of Overseas Corporation		 Approved
1. Management Performance for 2024 2Q
2. Participation in Capital Increase of a CV HRS Company		 Reported
Extraordinary
Meeting		 22-Aug-24 1. Approval of Disposition of Treasury Stock
2. Approval of Policies with Value-up Program		 Approved
The 4th General
Meeting		 24-Oct-24 1. Approval of the 57th 3Q Quarterly Dividend
2. Competition by Directors
3. Approval of Delisting of GDRs		 Approved
1. Management Performance for 2024 3Q Reported
Extraordinary
Meeting		 27-Nov-24 1. Approval of Transaction between Directors, etc. and the Company
2. Approval of Transaction Limits with Interested Parties
3. Approval for Acquisition of Treasury Stock
4. Approval of Cash Deficiency Support Agreement for Overseas Corporation		 Approved
1. Additional Investment Participation in FCEV Refueling Infrastructure Investment Corporation
2. Report on Safety & Health Major Issue		 Reported
Extraordinary
Meeting		 20-Dec-24 1. Appointment of CEO Approved
1. Participation in Capital Increase of Overseas Joint Venture 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
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
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
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
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
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
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
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
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
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
1. Management Performance for 2022 2Q
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
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
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
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
1. Business results of FY2021 1st quarter Reported
The 3rd General
Meeting		 22-Jul-21 1. Approval of FY2021 interim dividend payment Approved
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
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
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
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
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
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
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
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
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
1. Establishment of Fuel Cell Business in China Reported

Corporate Governance Charter

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Articles of incorporation

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