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ESG

Committees

  • ESG Committee

    The ESG Committee reviews and analyzes
    strategies and major matters concerning the Environment
    Social values and Corporate Governance

    Independent Director
    Kim Seon Hee(chair), Yeom Jae Ho, Kim Byoung Ho,
    Lee Chan Keun, Pak Hyun Ju
    Inside Director
    Lee Sung Hyung
    Regulations
  • Nomination and Compensation
    Committee

    The Nomination and Compensation Committee recommends
    independent director candidates for consideration the Annual
    General Meeting evaluates the performance of the CEO
    (except when the CEO is a member of the Nomination and
    Compensation Committee) to decide on his/her reappointment,
    and deliberates on the appropriateness of compensation for
    inside directors.

    Independent Director
    Lee Chan Keun (chair), Kim Seon Hee
    Inside Director
    Chey Tae won
    Regulations
  • Audit Committee

    The Audit Committee audits the Company’s accounting and
    operations and handles matters entrusted by the Board pursuant
    to relevant laws, the Articles of Incorporation,
    and the Regulations of the Board of Directors.

    Independent Director
    Kim Byoung Ho(chair), Lee Chan Keun, Pak Hyun Ju
    Regulations
  • Governance Committee

    The Governance Committee identifies and reviews diverse issues
    related to enhancing corporate governance to reinforce the
    soundness and transparency of corporate governance.

    Independent Director
    Pak Hyun Ju (chair), Yeom Jae Ho, Kim Byoung Ho,
    Lee Chan Keun, Kim Seon Hee
    Regulations

ESG Committee

ESG Committee Status in 2024
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
2024 SK Inc. Management Plan and KPI Preliminary Review 6/6
Establishment of and Contribution to Group's U.S. Infra Entity Reported
Discussion on Governance Improvement Plan Reported 6/6
Disposal of Treasury Shares Preliminary Review 6/6
Authorization of 2024 Long Term Debt Procurement Preliminary Review
Report on Fulcrum Issue Reported
2023 SK Inc. KPI Results Update Reported 6/6
ESG Committee Status in 2023
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
2024 Total Transaction Amount with Major Affiliates Preliminary Review 6/6
Renewal of SK Brand Usage Agreement Preliminary Review
Additional Investment in Company PD Reported
Set Up of and Contribution to the Group's US Government Relations Entity Reported
Status on the Promotion of Efficiency of SKI's Assets Reported
Participation in Paid-In Capital Increase of Overseas Affiliates Preliminary Review 6/6
Results of SK Inc's 2023 KPI Preliminary Review 6/6
SK Inc. Scenario Planning Discussion
SK CDMO's Business Progress and Scenario Planning Discussion
Management Plan to SK Inc's DE&I Discussion
Change in Contract with Oversea Affiliates Preliminary Review 6/6
Execution of Trust Agreement for the Acquisition of Treasury Shares Preliminary Review
Assessment of 2023 SK Inc.'s Self-Investment Portfolio Discussion
SK Inc's Investment Strategy and Management System Upgrade Discussion
Results of Portfolio ESG's Annual Assessment Discussion
Results of the Risk Analysis of Portfolio Climate Change Discussion
Execution of Shareholder Agreement for Oversea Affiliates - 6/6
Execution of Shareholder Agreement for Oversea Affiliates Preliminary Review
Loan Funds to Oversea Affiliates Preliminary Review
Investment Strategy of Mobility Sector Discussion
Direction of Advanced Materials Investment Center's Portfolio Management Discussion
Participation in Equity Acquistion and Paid-in Capital Increase of a Subsidiary Preliminary Review 6/6
Transaction between SK Inc. and its Directors, etc. Preliminary Review 6/6
Payment of Interim Dividend Preliminary Review
Change in Contract with Oversea Affiliates Preliminary Review
Promotion of Company P's Outside Investment Reported
Review of Company C's Reported
Publication of Sustainability Report and Climate Change Response Report Reported
Restructuring of Company P Discussion 5/6
Acquisition of Shares of Company V Reported 5/6
Evaluation of 2022 SK Inc.'s Self-Investment Protfolio Reported
2023 ESG Activity Plan and Progress Report Reported
KPI Process Update Preliminary Review
Change SK Brand Usage Royalty Fee Preliminary Review 6/6
Donation to Center for Social value Enhancement Studies Preliminary Review 6/6
Support for Busan's Bid to Host the 2023 World Expo Preliminary Review
2023 SK Inc.'s Management Plan and KPI Preliminary Review 5/6
Retirement of Treasury Stocks Preliminary Review
Disposal of Treasury Shares for Stock Grant Preliminary Review
Use of Treasury Stocks to Pay 2022 Bonuses Preliminary Review 6/6
Establishment of Overseas Subsidiary and Participation in Paid-in Capital Increase of such Overseas Subsidiary Preliminary Review
Investment of E-Micromobility Reported
Use of Treasury Stocks for Stock Grant Preliminary Review 5/6
Transaction between SK Inc. and its Directors, etc. Preliminary Review 6/6
Authorization of 2023 Long Term Debt Procurement Preliminary Review
Trends in the Financial Market and Risk Assessment of Members' Finances Reported
Update on the 2022 SK Inc KPI Results Reported
ESG Committee Status in 2022
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
2023 Total Transaction Amount with Major Affiliates Preliminary Review 6/6
Result of SK Inc.'s Management Plan for Year 2022 (including KPI) Reported 6/6
Inspection of SK Inc.'s Investment Portfolios' Performance Results Reported
Integrated Management of Portfolio ESG Reported
Approval of Amendment to the Total Return Swap Agreement Preliminary Review 5/6
Issuance of Long-Term Commercial Paper Preliminary Review
Provision of Support for Busan's Bid to Host the World Expo 2030 Preliminary Review
Merger of Investment Vehicles in the U.S. Preliminary Review 6/6
Execution of Trust Agreement for the Acquisition of Treasury Shares Preliminary Review 6/6
Payment of Interim Dividend Preliminary Review 6/6
Approval of Amendment to the Total Return Swap Agreement Reported
Subion of Company M's Convertible Loan Note Reported
Participation in Paid-in Capital Increase of a Subsidairy Preliminary Review 6/6
Establishment of Overseas Subsidiary and Participation in Paid-in Capital Increase of such Overseas Subsidiary Preliminary Review 5/6
Amendment to the Sublease Agreement with SK Innovation Co., Ltd. Preliminary Review
Donation to Center for Social value Enhancement Studies Preliminary Review
Risk Management Plan Reported
Equity Investment in Company Y Preliminary Review 6/6
Social Value Creation for the Year of 2021 Discussion
Use of Treasury Shares for Stock Grant Preliminary Review 6/6
SK Inc.'s Management Plan for Year 2022 (including KPI) Preliminary Review
Participation in Paid-in Capital Increase of Overseas Affiliate Preliminary Review
Amendment to the Total Return Swap Agreement Preliminary Review
Report on Operational Plan for General Shareholders Meeting for FY 2021 Discussion
Use of Treasury Shares for Stock Grant Preliminary Review 6/6
Participation in Paid-in Capital Increase of Overseas Affiliate Preliminary Review
Delegation of 2022 Company Bonds Issuance Preliminary Review 6/6
Approval of extension of the maturity date of loans made to overseas affiliates Preliminary Review
Approval of amendment to the letter of intent and addendum to an agreeement between SK Inc. and SUPEX Council with respect to the ution of their mutual cooperation plan Preliminary Review
Report on the dividend policy of the subsidiaries Reported

Audit Committee

2024 Audit Committee Activities
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Confirmation of 2023 Assessment of Operation of Internal Accounting Management System Approved 3/3
Confirmation of 2023 Assessment of Internal Monitor Operation Status Approved
2023 Final Financial Results Reported 3/3
Analysis of 2023 Major Subsidiaries' Management Results Reported
2023 Operation Status of Internal Accounting Management System Reported
External Auditor's Report on 2023 Financial Statements and Internal Accounting Management System Reported
2024 SK Inc. Internal Audit Plans Reported 3/3
2023 Results of Ethical Misconduct Reporting Channel Reported
Plan on Evaluation of Procurements by Subsidiaries Reported
2023 Audit Committee Activities
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Results of Audit Findings of First Half of 2023 Reported 3/3
Results of 2023 Ethics Survey Reported
Results of the Inspection of 2023 Risk Prevention System Reported
2023 3Q Audit Findings and Changes to the Yearly Audit Plan Reported 3/3
SK Inc. and its Major Subsidiaries' Business Performance Report in 3Q of 2023 Reported
SK C&C's Audit Findings and Audit Plan Reported
Key Audit Findings for 2023 3Q Reported
Results of Audit Findings Reported
Result of the Ethical Misconduct Reporting Channel for the 3rd Q of 2023 Reported 3/3
Results of Corporate Audit Report Reported 3/3
External Auditor's Report on SK Inc's Assessment of Operation of Internal Accounting Management System Reported
Approval of 2023 4Q Transaction Size for Goods and Services with Affiliates Approved
Results of Audit Findings Reported
Results of 2023 SK Inc's Ethics Education Reported
Results of Key Audit Findings Reported
Participation in Equity Acquistion and Paid-in Capital Increase of Domestic Affiliate Approved 3/3
Audit Findings of First Half of 2023 and Yearly Audit Plan Reported 3/3
SK Inc. and its Major Subsidiaries' Business Performance Report in First Half of 2023 Reported
Audit Findings of Subsidiaries' Corporate Audit Reported
Implmentation Plan of Improved Subsidiaries' Corporate Audit Reported
Work Plan for the Evaluation of Subsidiaries' Corporate Audit Reported
Audit Findings of First Half of 2023 and Audit Plan for Second Half of 2023 (C&C) Reported
Audit Findings of First Half of 2023 and Audit Plan for Second Half of 2023 (MR) Reported
Approval of 2023 3Q Transaction Size for Goods and Services with Affiliates Approved 3/3
Review of Independence of External Auditor's Non-Audit Services Reported
Result of the Ethical Misconduct Reporting Channel for the First Half of 2023 Reported
Results of 2023 1Q Fiscal Year Reported 3/3
First Half of 2023 SK Inc. and its Major Subsidiaries' Business Performance Reported
Assessment Plan for the 2023 Operation of Internal Accounting Management System Reported
Work Plan for the Evaluation of Subsidiaries' Management Reported
Approval of Large-Scale Internal Transaction Related to 2023 Supex Council's Settlement of Operating Expenses Approved 3/3
Status Report and Management Policy of KPMG's Non-Audit Work Opportunities in Accordance with the International Ethics Standards Reported
Key Audit Findings of Second Half of 2022 Reported
Appointment of the Audit Committee Chairperson Approved 3/3
Plan for Conducting Regular Diagnosis Reported
Confirmation of 32nd General Shareholders Meeting Proposed Resolutions and Opinion on Document Investigation Approved 3/3
Confirmation of Audit Report Approved
2023 2Q Transaction Size of Goods and Services Approved
Assessment of 2022 External Auditor Services Reported
Outcome of the Pre-Certification of the Internal Accounting Control System Reported
Confirmation of 2022 Assessment of Internal Monitor Operation Status Approved 3/3
Confirmation of 2022 Assessment of Operation of Internal Accounting Management System Approved
External Auditor's Report on 2022 Financial Statements and Internal Accounting Management System Reported
Analysis of 2022 Major Subsidiaries' Management Results Reported
2022 Final Financial Results Reported
Key Audit Findings from the Second Half of YR2022 Reported 3/3
Status of 2022 Internal Accounting Management System Reported 3/3
Report of Internal Audit Team Reported
Result of the Ethical Misconduct Reporting Channel for the Second Half of 2022 Reported
FY2023 Compensation of External Auditor etc. Approved 3/3
Plan for Conducting Regular Diagnosis for SHE Reported


2022 Audit Committee Activities
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Approval of 2022 1Q Transaction Size for Goods and Services with Affiliatesa Approved 3/3
Report on the Status of External Auditor Designation Reported 3/3
Report on the Results of 2022 3Q Fiscal Year Reported 3/3
Report on 2022 3Q SK Inc and Its Major Subsidiaries' Management Results Reported
Report on the 2022 Result of Code of Ethics Practice Survey Reported
Report on the 2022 Inspection Results of the Risk Prevention System Reported
Result of 2022 Ethical Management Seminar for Leaders of SK Inc.'s Subsidiaries Reported
Report on Status of External Auditor Designation Reported 3/3
Outcome of Procurement Audit Reported
Outcome of Post Implementation Audit Reported
Detailed Guidelines on the Survey to Assess the Effectiveness of Internal Audit Reported
Approval of 2022 4Q Transaction of Goods and Services with Affiliate(s) Approved 3/3
Review of Independence of External Auditor's Non-Audit Services Reported 3/3
Results of FY2022 First Half Account Review Reported 3/3
Report on 2022 First Half SK Inc. and Major Subsidiaries' Management Results Reported
Report on the Key Findings of 2022 First Half Audit Reported
Report on 2022 Second Half Work Plan for the Management Evaluation Reported
Report on the Key Findings of 2022 First Half Audit Reported 3/3
Approval of 2022 3Q Transaction of Goods and Services with Overseas Affiliate Approved 3/3
Amendment to a Lease Agreement with Affiliate Approved
Report on SK Inc.'s Internal Auditor on the Status of its Activities and Plan Reported
Report on Ethical Misconducts in SK Inc. Reported
Results of FY2022 1Q Account Review Reported 3/3
Report on 2022 1Q SK Inc. and Major Subsidiaries' Management Results Reported
Report on 2022 Operation of Internal Accounting Management System Reported
Approval of Large-Scale Internal Transaction Related to Supex Council's Settlement of Operating Expense in 2022 Approved 3/3
Appointment of the Audit Committee Chairperson Approved 3/3
Confirmation of 31th General Shareholders Meeting Proposed Resolutions and Opinion on Document Investigation Approved 3/3
Confirmation of Audit Report Approved
Approval of 2022 2Q Transaction of Goods and Services with Affiliate Approved
Assessment of External Auditor's Services for FY2021 Reported
2021 Final Financial Results Reported 3/3
Analysis of 2021 Major Subsidiaries' Management Results Reported
External Auditor's Report on 2021 Financial Statements and Internal Accounting Management System Reported
Confirmation of 2021 Assessment of Operation of Internal Accounting Management System Approved
Confirmation of 2021 Assessment of Internal Monitor Operation Status Approved
Work Plan for the Evaluation of Subsidiaries' Management Reported
Report on 2021 Operation of Internal Accounting Management System Reported 3/3
Report of Internal Auditor Reported
Approval of Renewal of SK Brand License Agreement Approved 3/3
Report on the outcome of the inspection of SK Inc.'s risk prevention system in 2021 Reported
Follow-up report on Audit Committee meetings Reported

Governance Committee

Governance Committee Activities in 2023
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Submission for Resolution by the General Shareholders Meeting of Amendment to the Articles of Incorporation Preliminary Review 5/5
Governance Committee Activities in 2022
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Amendment of Regulations of the Board of Directors Preliminary Review 5/5
Amendment of Regulations of the Board of Directors and Committees Preliminary Review 5/5
Discussion re measures to improve the performance evaluation of the Board of Directors Discussion 5/5
Review of implementation of the Board Skills Matrix Preliminary Review 5/5

Nomination And Compensation Committee

Nomination And Compensation Committee Activities in 2024
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Recommendation of Outside Director Candidate as Audit Committee Chairman Approved 3/3
Recommendation of Outside Director Candidate Approved
Decision on 2024 Inside Directors' Compensation Package Reviewed 3/3
Nomination And Compensation Committee Activities in 2023
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
Grant of 2023 CEO, Inside Directors' Long-Term Performance Bonus (proposal) Reviewed 3/3
CEO Evaluations and Review Whether Each CEO is to Remain in Office Reviewed
Report on 2024 Independent Director Candidate Pool Reviewed 3/3
Grant of 2023 CEO, Inside Directors' Long-Term Performance Bonus (proposal) Reviewed
Report on the Management Process for SK Inc's CEO Candidate Pool Reviewed
Grant of 2023 CEO, Inside Directors' Long-Term Performance Bonus (proposal) Reviewed 3/3
Changes to CEO's Compensation Package (Draft) Reviewed 3/3
New CEO Candidate Pool Reviewed
Selection Process and Recommendation of 2024 Independent Director Candidates Reviewed
Submission for Resolution by the General Shareholders Meeting of Grant of Call Option Reviewed 3/3
Recommendation of 2023 Independent Director Candidates and Audit Committee Candidates Approved 3/3
CEO Candidate Pool Reviewed
SK Inc's Inside Directors' 2023 Compensation Package (draft) Reviewed
2023 Independent Director Candidates and Audit Committee Candidates Reviewed 3/3
Nomination And Compensation Committee Activities in 2022
Date Agenda Results of
Deliberation		 Attendance of
Independent
Directors
CEO Evaluations and Review Whether Each CEO is to Remain in Office Reviewed 3/3
SK Inc.'s New CEO Candidate Pool Reviewed 3/3
Review of SK Inc.'s New CEO Candidates Review 3/3
Recommendation of Independent Director Candidate - 3/3
Recommendation of Independent Director Candidate Approved
Recommendation of Independent Director Candidate as Audit Committee Member Approved
2022 Review of Independent Director Candidate and Independent Director Candidate as Audit Committee Member Review 3/3
Review of the compensation to SK Inc's Inside Directors for the year of 2022 Review 3/3

Differences from Corporate Governance Cod

기업지배구조 모법규준 차이 비교
Best Practice Recommendations Adopted by
SK Inc. (Y/N)		 Remarks
Development of a Code of Conduct and Ethics ○ Developed on November 1, 2002
Composition of Board of Directors (majority-independent board of directors) ○ As of 2022, 5 out of 9 are independent directors (56%)
Regular Board Meeting ○ Regular meetings of the Board of Directors are held once every month in principle
Cumulative Voting X -
Exercise of Voting Rights in Writing X -
Provision of Explanatory Notes and Agenda prior to the Board Meeting ○ Explanatory notes and meeting agenda are provided to each director at least 7 days prior to the Board Meeting
Public Disclosure of Detailed Activities of the Board, Board Attendance and Vote Position on Key Agenda (YEAs, NAYs) ○ Public disclosure of annual report
Regulations on the Operation of the Board Committee ○ Introduced regulations of the board of directors and supplementary rules on the operation of the board of directors
Independent Directors’ Independence ○ Organized the Nomination and Compensation Committee (inclusive of the function of the committee for recommending potential candidates for independent directors)
Special Committees of the Board of Directors ○ Audit Committee, Nomination and Compensation Committee (inclusive of the function of the committee for recommending potential candidates for independent directors), Governance Committee, ESG Committee
Directors and Officers Liability Insurance (insured at SK Inc.’s cost) ○ Currently maintaining directors and officers liability insurance
Audit Committee Composition (all independent directors) ○ Consist of three members of the Board (all members are independent directors and at least one member is a financial expert)
Certifying the Accuracy of the Annual Report, etc. ○ Certified by the CEO and the responsible officer
Explaining the differences from Corporate Governance Code ○ Posted on SK Inc.’s website

Information about External Auditor

External Auditor
Samjong KPMG
Contract Period
January 1, 2023 ~ December 31, 2025
Audit Opinion
Unqualified Opinion (FY 2022)

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