About us

Board of director-centered management, a working board of directors
SK hynix practices effective and transparent board of director-centered management and ceaselessly tries to maximize stockholders’ profits and corporate values and to establish advanced governance structures in order to pursue sustainable development.

Overview

01. Enhancing independence of Board of directors
More than 60% of the board of directors comprises outside directors; Six out of nine directors are outside directors.
02. Organizing independent committee
Pursue professionalism and speed in decision-making
  • A council for recommending candidates for outside directors.
  • A board of inspection (formed by four outside directors)
    Transparent accounting/ do monitoring and supervising to secure fair management.
  • Sustainability Management Committee
    Deliberation of compliance management systems and activities including the company's anti-trust, anti-corruption, SHE, subcontracting, etc.
    Establishment of sustainability management strategies and review of the results
    Deliberation on execution of more than one billion won of contributions
  • Compensation Committee [consisting of three outside directors]
    Review the remuneration limit of directors and granting stock options to the management
  • Investment Strategy Committee
    Review important strategic partnerships and investments (equity investment, license, etc.)
03. Transparent and fair recommendation of outside director candidates
Secure transparency and fairness in the process to appoint outside directors through the council for recommending candidates for outside directors.
01. Establishing Corporate Governance Charter
Principles and directions of corporate governance, propose a plan for board of directors-centered transparent management.
02. Publishing a manual regarding the work of director (Directors' Manual)
Publish a manual regarding the work of directors to enhance efficiency in the operation of the board of directors and to standardize jobs.
  • Introduce the company history and the management conditions of the previous year.
  • Rules necessary for conducting jobs.
  • Formation : Various rules related to the directors’ board, such as principles for directors’ behavior, ethical codes, standards for performance of duties (including commentaries) and company statutes.
03. Improving operation of Board of directors and subcommittee
Regularize board meetings.
System for providing directors’ information
  • Bills
  • Promotional and public data
  • Financial information
  • Board for sharing information
  • Various regulations of Board of directors
System for providing directors’ information (BOD.skhynix.com)
The system for providing directors’ information promotes the realization of a ubiquitous board of directors through providing information about bills and various real-time management information (about finance, business and promotional data) and through enabling directors and the company to exchange information at all times.

Board of Directors

Composition of Board of Directors

Lee Seok-Hui
Lee Seok-Hee
Current)Chief Executive & CEO of SK hynix
Previous)Chief Operating Officer of SK hynix
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders
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CEO Lee Seok-HeeChief Executive & CEO of SK hynix
Educational background
Ph.D, Materials Engineering, Graduate School of Stanford Univ.
Main experience
2000 ~ 2010Intel
2010 ~ 2013Professor, KAIST
2013 ~ 2014Director of Future Technology Research Institute, SK hynix
2014 ~ 2016Chief of DRAM Development Div., SK hynix
2016 ~ 2017General President and General Director of SK hynix
2018Chief Operating Officer of SK hynix
2018 ~ presentChief Executive & CEO of SK hynix
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Park Jung-Ho
Park Jung-Ho
Current)President & CEO of SK Telecom Co., Ltd. / Chairman of the board of directors, SK hynix
Previous)President & CEO of SK Co., Ltd
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders
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Director Park Jung-HoPresident & CEO of SK Telecom Co., Ltd. / Chairman of the board of directors, SK hynix
Educational background
George Washington University, M.B.A
Main experience
2012Head of SK Telecom Business Development Office
2013 ~ 2014Head of C&C Corporate Development
2015President & CEO of SK C&C
2015 ~ 2016President & CEO of SK Co., Ltd
2016 ~ presentPresident & CEO of SK Telecom Co., Ltd.
2019 ~ presentChairman of the board of directors, SK hynix
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Ha Yung-ku
Ha Yung-ku
Current)Advisor, Kim & Chang
Previous)Chairman, Korea Federation of Banks
Appointment : 2019.03
Term : 2022 Ordinary General Meeting of Shareholders
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Director Ha Yung-kuAdvisor, Kim & Chang
Educational background
M.B.A., Northwestern University
Main experience
2001 ~ 2004KorAm Bank
2004 ~ 2014Chairman & CEO, Citigroup Korea
2014 ~ 2017Chairman, Korea Federation of Banks
2016 ~ 2017Member, Financial Market Reform Committee
2018 ~ presentAdvisor, Kim & Chang
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Song Ho-Keun
Song Ho-Keun
Current) Chair Professor/ Dean at the Department of Humanities & Social Sciences at Pohang University of Science and Technology
Previous) Policy advisory committee member, Constitutional Court of Korea
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders
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Director Song Ho-KeunChair Professor/ Dean at the Department of Humanities & Social Sciences at Pohang University of Science and Technology
Educational background
Ph.D. in Sociology, Graduate School of Harvard University
Main experience
1989 ~ 1993Associate professor, Hallym University
1999 ~ 2002Director, Th Institute for Social Development & Policy Research, SNU
2004 ~ 2006Advisory committee member, The Board of Audit & Inspection of Korea
2006 ~ 2007Director, The Office of International Affairs, SNU
2009Member of Social Integration Committee
2016Policy advisory committee member, Constitutional Court of Korea
2004 ~ 2009Columnist, JoongAng Ilbo
2010 ~ PresentColumnist, JoongAng Ilbo
2015 ~ PresentInspection commissioner, POSCO Cheongam Foundation
1998 ~ 2018Professor at College of Social Sciences, SNU
2018Chair professor, SNU
2018 ~ PresentChair Professor/ Dean at the Department of Humanities & Social Sciences at Pohang University of Science and Technology
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Cho Hyun-Jae
Cho Hyun-Jae
Previous) Representative Director, MBN
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders
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Director Cho Hyun-Jae
Educational background
Dept. of Spanish, Hankuk University of Foreign Studies
Main experience
2008 ~ 2010Managing Director, Maeil Business News Korea
2010 ~ 2011Representative Director & New Media Director, Maegyeong.com
2011 ~ 2013Representative Director, MBN
2013 ~ 2014Head of Reporting HQ, MBN
2014 ~ 2016Representative Director, MBN
2015 ~ 2018Non-executive Director, Korea Rehabilitation Agency
2017 ~ 2019Visiting Professor, Gwangju University
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Yoon Tae-Hwa
Yoon Tae-Hwa
Current) Professor, Dept. of Business Administration, Gachon University
Previous) 25th Chairman, KAIA
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders
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Director Yoon Tae-HwaProfessor, Dept. of Business Administration, Gachon University
Educational background
Ph.D. in Business Administration, Graduate School of Yonsei University
Main experience
1985 ~ 1987CAP, An Gwon Accounting Firm
1989 ~ 1998Professor, Korea Banking Institute
2012 ~ 2018Non-executive Judge, Tax Tribunal
2013The 24th Chairman of Korean Academic Society of Taxation
2016The 25th Chairman of KAIA
2016 ~ 2019Non-executive Auditor of Korea Employment Information Service (KEIS)
2018 ~ PresentChairman at the Audit Advisory Committee of Korea Asset management Corporation
2018 ~ PresentRepresentative Civil Auditor of National Tax Service
2019 ~ PresentChairman at the KOSDAQ Disclosure Committee of Korea Exchange
1998 ~ PresentProfessor, Dept. of Business Administration, Gachon University
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Shin Chang-Hwan
Shin Chang-Hwan
Current)School of Electronic and Electrical Engineering, College of Information and Communication Engineering, Sungkyunkwan University
Previous)IBM Micro Electronics
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders
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Director Shin Chang-HwanSchool of Electronic and Electrical Engineering, College of Information and Communication Engineering, Sungkyunkwan University
Educational background
Ph.D Electrical Engineering and Computer Science, University of California at Berkeley
Main experience
2010IBM Micro Electronics
2011Xilinx
2012 ~ 2018Professor, School of Electrical & Computer Engineering, College of Engineering, University of Seoul
2018 ~ presentSchool of Electronic and Electrical Engineering, College of Information and Communication Engineering, Sungkyunkwan University
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Shin Chang-Hwan
Han Ae-Ra
Current)Professor, School of Law, Sungkyunkwan University
Previous)Research judge, Supreme Court of Korea
Appointment : 2020.03
Term : 2023 Ordinary General Meeting of Shareholders
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Director Han Ae-RaProfessor, School of Law, Sungkyunkwan University
Educational background
Harvard Law School, LL.M.
Main experience
2010 ~ 2011Judge, Seoul High Court
2011 ~ 2013Professor, Judicial Research and Training Institute
2013 ~ 2014Presiding Judge, Changwon District Court
2014 ~ 2016Research judge, Supreme Court of Korea
2016 ~ 2018Lawyer, Kim & Chang
2018 ~ presentProfessor, School of Law, Sungkyunkwan University
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Oh Jong-Hoon
Oh Jong-Hoon
Current)EVP & Head of SK hynix Global Sales & Marketing
Previous)SVP & Head of SK hynix DRAM Development & Business
Appointment : 2019.03
Term : 2022 Ordinary General Meeting of Shareholders
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Director Oh Jong-HoonEVP & Head of SK hynix Global Sales & Marketing
Educational background
B.S., Dept. of Electronic Engineering, Seoul National University
Main experience
1987 ~ 1998Hyundai Electronics
2009 ~ 2012SK hynix DRAM Technical Marketing in U.S. Office
2012 ~ 2014VP & Head of SK hynix Product Planning & Enabling Office
2014 ~ 2017SVP & Head of SK hynix DRAM Product Development Division
2018SVP & Head of SK hynix DRAM Development & Business
2019 ~ presentEVP & Head of SK hynix Global Sales & Marketing
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Power of Board of Directors

  • The board of directors determines matters decided by the law and company statutes and other important matters for performing company tasks.
  • The board of directors supervises the job performance of directors and management.

1. Decisions in relation to commercial law

(1)Calling of shareholders’ meetings
(2)Approval for sales reports
(3)Approval for balance sheets, statements of profits and losses, statements of retained earnings or statements of disposition of deficits and supplementary schedules
(4)Appointment and dismissal of the CEO
(5)Determination of joint representatives
(6)Establishment, relocation or closure of branches
(7)Issuance of new stocks
(8)Subscription of bonds
(9)Capitalization of reserves
(10)Issuance of convertible bonds, exchangeable bonds and bonds with warrants <revised on April 9, 1999>
(11)Approval for directors’ competition and transactions between directors and the company
(12)Establishment and abolishment of councils and appointment and dismissal of members of councils [established on April 29, 2000] <revised on Aug. 14, 2001>
(13)Granting and cancellation of stock options [established on April 29, 2000] <revised on Aug. 14, 2001>
(14)Decision to correct resolutions made by councils excluding the inspection board [established on Aug. 14, 2001] <revised on 2012.3.5>
(15)Minor stock exchanges [established on Aug. 14, 2001]
(16)Small-size merger and division-merger [established on June 1, 2005]
(17)Decision on business transfer sized 1/10 or less of company assets and sales [established on June 1, 2005]
(18)Approval for transactions with the company’s largest shareholder (including his or her specially related persons) and to report to the shareholders’ meeting [established on June 1, 2005] <revised on 2007.11.23, 2010.4.21>
(19)Appointment and dismissal of executives [established on June 1, 2005]

2. Important matters related to company management

(1)Bills to be submitted to stockholders’ meetings
(2)Matters related to business plans and their operation
(3)Budget and balancing accounts of the company
(4)Matters regarding a plan to make new investment of more than a larger amount of money between 1.5% of the company equity and 100 billion won, loaning (excluding short-term loans within a year), debt guarantees, investment and acquisition, disposal and management of assets (the equity follows securities market disclosure rules) <revised on Nov. 23, 2007, April 21, 2010 and March 5, 2012>
(5)<Deleted on March 5, 2012>
(6)Issuance of overseas securities
(7)<Deleted on April 9, 1999>
(8)Establishment, revision and abrogation of regulations for each council [established on Aug. 14, 2001] <revised on April 21, 2010>
(9)<Deleted on March 5, 2012>
(10)Following behaviors corresponding to more than 5% of the larger sum between the capital or the equity determined by the law about monopoly regulation and fair trade as a matter to be approved by the directors’ board, or 5 billion won. If the board of inspection includes three or more outside directors and the number of outside directors is 2/3 of the total board members or more, the authority to determine those matters will be entrusted to the board of inspection.
A)To provide the capital, securities or assets to or for specially related persons and trade those with specially related persons
B)To provide or trade goods and services to or for a company for which the same persons or their relatives invest 20% or more of the total sum of quarter transaction or its subsidiaries [established on March 5, 2012]
(11)Establishment and correction of a business management system of the company to execute its corporate philosophy [established on March 5, 2012]
(12)The board of directors shall deliberate on contributions of more than one billion won unless there is any committee dedicated to deliberating preliminarily on sustainability management and social value creation. However, it may make contributions and report the results later when they are made for emergency situations—force majeure including tycoon, flood, fire, earthquake, etc.—or according to Community Chest of Korea Act[established on February 22, 2017] <revised on 2018.3.28>

3. Other matters entrusted by the law, company statutes or stockholder’s meetings and matters that the CEO or chairman of the board thinks important for company management and submits to the directors’ board

Holding the Board of Directors MORE

Round of the meeting Date Content of Bill Passage of Bills Participation of outside director
9 2019-12-18 1. Delegation of issuance of bonds for 2020 (draft)
2. Transaction with SKHYCL (draft)
3. Transaction with SK Telecom, etc. (draft)
4. Contribution of donation (draft)
passed (6/6)
8 2019-10-23 No agenda for resolution - (6/6)
7 2019-09-27 1. Contribution of fund to the Large and SME Agricultural and Fishery Partnership Foundation (draft)
2. Transaction with SK Telecom, etc. (draft)
passed (6/6)
6 2019-07-24 No agenda for resolution - (6/6)
5 2019-06-26 1. Transaction with SK Telecom, etc. (draft)
2. Appointment of committee members (draft)
passed (6/6)
4 2019-04-24 1. Delegation of issuance of bonds for 2019 (draft)
2. Case of change of party to the SUPEX Council Agreement
3. Transaction with SK Innovation (draft)
4. Transaction with SK Telecom (draft)
passed (6/6)
3 2019-03-27 1. Case of appointment of Chairperson of BOD
2. Contribution of donation to the Korea Foundation for Advanced Studies, etc. (draft)
3. Transaction with SK Telecom, etc. (draft)
4. Transaction with SK Airgas (draft)
passed (6/6)
2 2019-02-28 1. Grant and change of method of granting of stock option (draft)
2. Convocation of 71st annual shareholders’ meeting (draft)
3. Smart Energy Center construction plan (draft)
passed (5/5)
1 2019-01-23 1. 71st (2018) Financial Statements (draft)
2. 71st (2018) Operating Business Report (draft)
3. Introduction of e-voting system (draft)
4. 2019 Business Management Plan (draft)
Passed (5/5)

Subcommittee

Composition of Subcommittee

A board of inspection
Composition : Ha Yung-ku, Shin Chang-Hwan, Yoon Tae-Hwa, Han Ae-Ra (four outside directors)
Date of appointment : 2020.3, 2020.3, 2018.3, 2020.3
Term : The term of auditors is the same with directors.
Roles : Deliberation on auditing of accounts and jobs and appointment of outside auditors, etc.
A council for recommending candidates for outside directors
Composition : Ha Yung-ku, Cho Hyun-Jae (two outside directors) / Lee Seok-Hee (one inside director)
Roles : Recommending outside director candidate according to related legislations / Article of Incorporation and regulations of board of directors
Sustainability Management Committee
Composition : Song Ho-Keun, Cho Hyun-Jae, Han Ae-Ra (three outside directors) / Oh Jong-Hoon (one inside director)
Roles : Deliberation of compliance management systems and activities including the company's anti-trust, anti-corruption, SHE, subcontracting, etc.
Establishment of sustainability management strategies and review of the results
Deliberation on execution of more than one billion won of contributions
Compensation Committee
Composition : Song Ho-Keun, Cho Hyun-Jae, Yoon Tae-Hwa (three outside directors)
Roles : Review the remuneration limit of directors and compensation matters for the management
Investment Strategy Committee
Composition : Ha Yung-ku, Shin Chang-Hwan (two outside directors) / Lee Seok-Hee (one inside director)
Roles : Review important strategic partnerships and investments (equity investment, license, etc.)

Holding the Board of Directors

A board of inspection MORE

Round of the meeting Date Content of Bill Passage of Bills Participation of outside director
10 2019-12-16 1. Regular designated auditor’s (Samil) audit plan
2. Transaction with SK HYENG (draft)
3. Transaction with SK (draft)
Reported
Passed
Passed
(3/3)
9 2019-10-21 1. 2019 Q3 ethical management record Reported (3/3)
8 2019-09-23 1. Details of major changes of internal accounting control system
2. Transaction with SK (draft)
Reported
Passed
(3/3)
7 2019-07-22 1. 2019 1H financial settlement record
2. 2019 1H ethical management record
3. Plan for execution of external audit
Reported (3/3)
6 2019-06-24 1. Annual operation plan for internal accounting control system 2019
2. Transaction with SK (draft)
Reported
Passed
(3/3)
5 2019-04-22 1. 2019 Q1 ethical management record
2. Transaction with SK (draft)
Reported
Passed
(3/3)
4 2019-03-25 1. Transaction with SK (draft) Passed (3/3)
3 2019-03-13 1. Case of investigation of legality of agenda and documents to be submitted to the 71st annual shareholders’ meeting
2. Audit report (draft)
3. Memorandum for internal monitoring tool (draft)
Passed (3/3)
2 2019-02-25 1. 2018 financial year accounting audit result
2. Assessment report of status of operation of 2018 internal accounting control system (draft)
Passed (3/3)
1 2019-01-22 1. Report of assessment of status of design / operation of 2018 internal accounting control system
2. 2018 Q4 ethical management record and 19 business plan
Reported (3/3)

Committee for recommending non-executive director candidates MORE

Round of the meeting Date Content of Bill Passage of Bills Participation of outside director
1 2019-02-25 1. Case of appointment of chairperson
2. Recommendation of outside director candidates for the 71st annual shareholders’ meeting (draft)
Passed (2/2)

Sustainability management committee MORE

Round of the meeting Date Content of Bill Passage of Bills Participation of outside director
4 2019-12-09 1. Contribution of corporate donation to Happiness Sharing Fund 2020 (draft)
2. Ways for advancement of diversity and tolerance
3. Strategy for pursuit of renewable energy
4. Case of sponsorship of Community Chest of Korea 2020
Reported (2/2)
3 2019-09-18 1. DBLMS advancement project
2. Contribution of fund to the Large and SME Agricultural and Fishery Partnership Foundation (draft)
Reported (2/2)
2 2019-06-05 1. Status of sustainable management promotion system and ways to strengthen it
2. Plan for publication of sustainable management report
Reported (2/2)
1 2019-03-11 1. Plan for promotion of ECO Alliance
2. Plan for promotion of Youth Hope Sharing 2019
3. Contribution of donation to the group social contributions (draft)
4. Contribution to the Handball Development Foundation (draft)
Reported (2/2)

Articles of Incorporation

The ultimate purpose of our business operation is the happiness of SK People.
By growing the happiness of SK People along with the happiness of stakeholders, SK People who are the main actors of business operations should pursue sustainable happiness.

To this end, the Management Philosophy is established& implemented as follows to form the basis of business operations.

As the foundation of the pursuit of happiness, the corporate enterprise must have stability and growth and exist and develop permanently. To achieve this, SK People shall simultaneously pursue the happiness of SK People and the happiness of its stakeholders.

All values created for the happiness of stakeholders is social value. By growing economic value through the creation of social value, a relationship of trust with stakeholders can be developed.

  • Earn customer trust by satisfying them with a variety of value and ultimately develop together with them.
  • Build a fair and competitive business ecosystem with its business partners, and achieve mutual development through cooperation based on it.
  • Raise the company value by continuously creating shareholder value.
  • Grow together with society while making various contributions such as environmental protection, job creation, improving the quality of life, and supporting local communities.
All SK People shall make consistent efforts to keep the happiness of the stakeholders in harmonious balance, and consider the present and future happiness at the same time to ensure its longevity.

[Added February 13, 2012]  <Amended March 24, 2017><Amended March 20, 2020>