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Governance

Board of Directors
the role of the board of directors
GS Energy's board of directors supports management to carry out responsible management,

If there is a problem with standards, procedures, and methods, it functions so that reasonable management activities can be carried out through correction requests. The board of directors decides on matters delegated by the general shareholders' meeting, the basic policies of the company's management and major matters related to the execution of duties, and oversees the performance of directors and management.2023년 3월말 기준

두 사람이 악수를 하고 있는 사진 회의실에 의자와 컵, 펜 종이가 진열된 사진
Board composition and independence

GS Energy forms a board of directors by ensuring the independence, diversity and expertise of the board.
In order to achieve independence of the board of directors, a person who does not have a reason for disqualification as a director under the relevant laws and regulations is elected at the general shareholders' meeting, and there is no discrimination based on gender when selecting a board of directors to meet the diversity of the board of directors.
As of March 2023, it consists of one internal director, one representative director, and four other non-executive directors, and the chairman of the board is elected in consideration of his experience and expertise in the energy business field.

Current status of board composition
Category Name Term of office Specialization Key experiences/roles
Inside directors(CEO) Heo Yongsu 2025-03-14 Management 現GS Energy Co., Ltd CEO
前GS EPS Co., Ltd CEO
Outside non-executive directors Jeong Chansu 2025-03-14 Management 現 GS EPS Co., Ltd CEO
前 GS E&R Co., Ltd CEO
Heo Sehong 2025-03-14 Management 現 GS caltex Co., Ltd CEO
前 GS global Co., Ltd CEO
Hong Sungi 2024-03-19 Finance 現 GS Co., Ltd CEO
前 GS Co., Ltd Head of the finance team
Heo Junhong 2026-03-21 Management 現 Samyangts Co., Ltd CEO
前 GS caltex Co., Ltd Vice President of Lubricating Oil Business Division

As of the end of March 2023

Board Transparency
Directors are appointed by the resolution of shareholders at the general shareholders' meeting in accordance with Article 382 of the Commercial Act.

According to this regulation, a majority of the Outside Director Candidate Recommendation Committee must consist of outside directors, and the term of office of a director may be three years, and re-elected through a general shareholders' meeting after the term expires.
According to this regulation, a majority of the Outside Director Candidate Recommendation Committee must consist of outside directors, and the term of office of a director may be three years, and re-elected through a general shareholders' meeting after the term expires.

management of directors
Regular board meetings are held quarterly, and temporary board meetings are convened and promoted if necessary.

GS Energy operates the board of directors in accordance with the operating regulations of the board of directors. In order to convene a board of directors, the chairman convenes, and the chairman sets a meeting date and requires each director to be notified in writing or verbally at least 12 hours in advance. In addition, with the consent of all directors, the board of directors can be convened at any time without the previous procedure. In 2022, a total of 8 board meetings were held to discuss a total of 33 agendas.
The attendance rate was 100%

Current status of the board of directors
Category 2020 2021 2022
Number of Meetings 15 15 16
resolution agenda 35 50 53
attendance rate 97.78% 98.89% 94.31%
Board Performance Evaluation and Compensation

The board of directors design remuneration policies for major executives to match shareholders' and long-term interests and disclose their details transparently. The activities of internal directors within the board of directors are evaluated on an objective and comprehensive basis, including systematic metrics and leadership within the company, the degree of core competency building, and other contributions to the company.

Board remuneration status
Category Number of people Unit Total Remuneration Average remuneration per person
Same time director 1 One million won 2045 2045

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