빙그레

• Percentage of external directors
  33.3 %
• Number of board meetings held
  and attendance rate
  16 (100%)
• 등기이사 1인당 평균 보수액
  6.2 억원
• No. of education sessions for
  directors/auditors (attendance rate)
  4 (100%)

(As of 2023)

• Composition of the board of directors

  The board of directors of our company consists of a total of six members, with two of them being independent directors.

  Name(a direct name)	Appointment date	term of office	Field of Expertise
  Changwon Jeon (CEO/Chairman)	2008.3	2023.03 ~ 2026.03	Management
  Hoyeon Kim (Inside Director)	2014.3	2023.03 ~ 2026.03	Management
  Junghwan Park (Inside Director)	2016.3	2022.03 ~ 2025.03	Production and Purchasing
  Jaehak Ko (Inside Director)	2024.3	2024.03 ~ 2027.03	Finance and Accounting
  Myeonggil Kang (External Director)	2024.3	2024.03 ~ 2027.03	External Director
  Daesik Oh (External Director)	2022.3	2022.03 ~ 2025.03	External Director

  Appointment and Term of Directors

  Directors are appointed by the resolution of shareholders at the general meeting, and director candidates are selected through the recommendation of the Nominating Committee and Board of Directors. The total number of directors should be three or more, but no more than eight, and the number of outside directors should be at least one-fourth of the total number of directors. When appointing two or more directors, the concentrated voting system specified in Article 382-2 of the Commercial Act is not applied. The term of office for directors is three years, and after the expiration of the term, they may be reappointed through the general meeting of shareholders. However, the maximum tenure for outside directors is six years.

  Independence of Directors

  The Board of Directors has the authority to make decisions on matters stipulated by laws, articles of incorporation, delegated by the general meeting of shareholders, and important matters related to the basic policies and execution of business management. It also has the power to supervise the execution of duties by directors or the CEO. The Board of Directors sends a notice of convocation to each director and auditor at least one week before the date of the board meeting. Resolutions are passed with the attendance of a majority of the total number of board members and the approval of a majority of the attending directors. Directors are appointed at the general meeting of shareholders, and candidates for directorship to be appointed at the general meeting of shareholders are recommended and selected by the Board of Directors, and the finalized proposal is submitted to the general meeting of shareholders.

  Operation

  • Types of Board Meetings

    Regular board meetings are generally held once per quarter, and special board meetings are held as needed.

  • Convening Board Meetings

    Board meetings are convened by the chairman, who must notify each director and auditor at least one week before the meeting date. Each director may request the chairman to convene a board meeting by providing the agenda and the reasons if it is deemed necessary for performing their duties. If the chairman unreasonably refuses to convene the board meeting, the director who requested the meeting can convene it.

  • Resolutions of the Board Meetings

    Resolutions of the board meetings are made by a majority of the directors in attendance, with a majority of the attending directors required. Resolutions regarding matters covered by Article 397-2 (Prohibition of Utilizing Corporate Opportunities) and Article 398 (Prohibition of Self-Dealing) of the Commercial Act require a vote of at least two-thirds of the directors. Directors who are unable to attend the meeting in person may participate in the board meeting using means of remote communication that allow for simultaneous voice transmission and reception by all directors. Directors with a special conflict of interest regarding a resolution of the board meeting are not allowed to exercise their voting rights. In such cases, the number of voting rights that cannot be exercised is not included in the total voting rights of the attending directors.

  Key Matters of Deliberation

  • 1

    Matters related to the General Meeting of Shareholders

    Convening and deliberation of the General Meeting of Shareholders Approval of the business report Approval of financial statements, etc.

  • 2

    Matters related to Management

    New business ventures Establishment, relocation, or closure of head office, factories, and overseas offices Simplified mergers, simplified split mergers, small-scale mergers, etc.

  • 3

    Matters related to Finance

    Issuance of new shares Issuance of bonds, convertible bonds, and stock acquisition rights Acquisition and disposal of treasury stock, capital reduction, etc.

  • 4

    Others

    Granting of stock purchase options Other matters stipulated by laws or articles of incorporation, matters delegated by the General Meeting of Shareholders, and matters deemed necessary by the CEO

  Responsibilities and Obligations

  • 1

    Duty of Care of Directors

    Directors are required to exercise the care of a diligent manager in performing their duties.

  • 2

    Duty of Loyalty of Directors

    Directors are obligated to faithfully perform their duties for the benefit of the company in accordance with the provisions of laws and the articles of incorporation.

  • 3

    Prohibition of Concurrent Business Activities

    Directors are not allowed to engage in the same type of business activities as the company without approval from the Board of Directors or any committee authorized by the Board of Directors. However, if a director is already engaged in such business activities at the time of appointment and the company is aware of it, the director may continue to conduct those business activities.

  Other

  • 1

    Directors' Liability Insurance Coverage

    Based on internal regulations, we have obtained approval from the Board of Directors or a committee to enroll in directors' liability insurance to cover potential damages incurred by directors.

  • 2

    Engagement of External Experts for Directors

    It is explicitly stated in the Board of Directors' regulations that all directors and auditors are eligible to receive assistance from external experts at the expense of the company.

• Independence of Auditor Appointment

  Our company does not have a separate Audit Committee. Instead, one auditor appointed through a resolution of the General Meeting of Shareholders performs the audit duties.

  Name(a direct name)	Key Contents of Election Criteria	Election Criteria Compliance	Related Laws and Regulations
  Ki-taek Hong (Full-time Auditor)	Appointment of at least one full-time auditor	Satisfied (1 auditor)	Commercial Act Article 542-10, Paragraph 1
  	Other Disqualification Requirements (No special relationship with controlling shareholders, etc.)	Satisfied (No applicable conditions)	Commercial Act Article 542-10, Paragraph 2

  Appointment and Term of Auditors

  Auditors are appointed by the resolution of shareholders at the general meeting, and candidates for auditors are selected through the recommendation of the Board of Directors. Regarding the appointment of auditors, if the total voting rights of shares owned by a shareholder, including the shareholder exercising voting rights, their special related parties, persons who hold shares based on their own or their special related parties' calculations, and persons to whom voting rights have been delegated by the shareholder or their special related parties, exceed 3/100 of the total voting shares, the shareholder cannot exercise voting rights for the shares exceeding that threshold. The term of auditors is three years, and they may be reappointed through the general meeting of shareholders after the expiration of their term.

  Independence and Operational Status of Auditors

  Our company's auditors, for the purpose of financial audit, have access to examine accounting books and related documents, review financial statements, consolidated financial statements, and their accompanying schedules, and apply appropriate audit procedures such as reconciliations, inspections, inquiries, and other necessary measures. For operational audit, they attend board meetings and other important meetings, receive reports on business operations from directors when deemed necessary, review relevant documents, and utilize appropriate methods to assess their content. Auditors have the right to obtain consent for the appointment of the head of the internal audit department and are responsible for overseeing the internal audit department's audit plan, reviewing and approving contracts for non-audit services by external auditors in advance, and overseeing the overall audit operations.

  Audit Firm

  Name	Appointment Date	Term	Recent Audit Opinion
  Samjong KPMG	November, 2022	2023 ~ 2025	Qualified

  Risk Management System

  Head of Crisis Management Division Overall responsibility for internal responseOverall responsibility for internal measures and remediation

  Board of Directors CEO Collaboration

  Head of Crisis Management Team

  Internal responseGuidance and reporting of internal guidelines Collaborating Departments Production/Operations/Innovation Center/Marketing/Purchasing, etc.
  Department-specific crisis management responsibilities

  ESG Manager ESG list management Head of Field Response
  Division Overall responsibility for external responseMedia/Online/Consumer response

  Binggrae actively distinguishes and manages financial and non-financial risks that can arise throughout its business operations to prevent them in advance. The company also prepares to respond quickly in crisis situations by establishing situation-specific processes and conducting simulation training. The scope of risks for the company has expanded beyond traditional risks such as legal, tax, safety, and quality to encompass a wide range of financial and non-financial risks, including environmental, social responsibility, coexistence issues, and information protection. All risks are assessed in terms of four perspectives: human casualties, regulatory violations, financial losses, and damage to external image. The Risk Management Department promptly shares and reports this information to the management team and relevant departments.

  Risk Management Process

  • Risk Identification and Assessment
    • Identify and assess risks by understanding their types and analyzing the stages of risks
    • Evaluate the level of risk and issue alerts when necessary.
    • Establish and maintain cooperative relationships with internal and external stakeholders.
  • Developing Response Strategies
    • Analyze the root causes of risks and develop appropriate response measures.
    • Secure and manage resources required for risk management.
    • Activate coordination systems with external expert organizations if internal resolution is not feasible.
  • Reporting
    • Present risk analysis results, response measures, and other relevant information to committees.
    • mplement business continuity plans.
  • Preventive Activities
    • Develop measures to prevent the recurrence of risks and validate the effectiveness of the risk response system.

  The risk levels are categorized as R3 (Departmental Response Crisis) to R2 (Departmental and Stakeholder Response Crisis) and R1 (Enterprise-wide Response Crisis). In the case of a major crisis (one that is deemed to have a significant and serious impact), the Crisis Management Headquarters will be convened to take swift action.