About us

ABOUT USCorporate Governance

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
About 60% of all directors, or five per eight 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 three outside directors)
    Transparent accounting/ do monitoring and supervising to secure fair management.
  • Sustainability Management Committee
    Deliberation on execution of more than one billion won of contributions
    Establishment of sustainability management strategies and review of the results
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. (formed by two outside directors and one board director)
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 : 2017.03
Term : 2020 Ordinary General Meeting of Shareholders
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Director Lee Seok-HeeChief Executive & CEO of SK hynix
Educational background
Bachelor, Inorganic Materials Engineering, Seoul National Univ.
Master, Graduate School of Seoul National Univ.
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 ~ 2017Chief Operating Officer, SK hynix and Operating Officer for Management Support, SK hynix
2018Chief Operating Officer of SK hynix
2018 ~ presentChief Executive & CEO of SK hynix
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Park Sung-Wook
Park Sung-Wook
Current)President of ICT Committee, SK SUPEX Council / Vice-Chairman of SK
Previous)Chief Executive & Vice-Chairman of SK hynix / Chairman of the Board of Directors
Appointment : 2009.03
Term : 2018 Ordinary General Meeting of Shareholders
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CEO Park Sung-WookPresident of ICT Committee, SK SUPEX Council / Vice-Chairman of SK
Educational background
University of Ulsan, Bachelor’s Degree in Material Science & Engineering
KAIST, Doctor’s Degree in Materials Science and Engineering
Main experience
2000 ~ 2002Hynix Semiconductor Inc., Director/Executive Director of HSA
2003 ~ 2007Hynix Semiconductor Inc., Managing director, head of R&D center
2007 ~ 2013SK hynix, vice-president
2013 ~ 2016SK hynix, CEO/ president
2014 ~ 2018SK hynix, Chairman of the Board of Directors
2017 ~ 2018Chief Executive & Vice-Chairman of SK hynix / Chairman of the Board of Directors
2018 ~ presentPresident of ICT Committee, SK SUPEX Council / Vice-Chairman of SK
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Choi Jong-Won
Choi Jong-Won
Current)Professor, Graduate School of Public Administration, Seoul National University
Previous)Dean of Graduate School of Public Administration, Seoul National University
Appointment : 2014.03
Term : 2020 Ordinary General Meeting of Shareholders
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Director Choi Jong-WonProfessor, Graduate School of Public Administration, Seoul National University
Educational background
Seoul National University, Department of Economics
Seoul National University, Master’s Degree in Public Administration
University of Michigan, Doctor’s Degree in Politics
Main experience
1991 ~ 1994Researcher of KDI
2008Dean of Graduate School of Public Administration at Seoul National University
2009 ~ 2012Non-standing member of Fair Trade Commission
2012Head of Public Institution Management Evaluation Group
1994 ~ presentProfessor, Graduate School of Public Administration at Seoul National 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 : 2017.03
Term : 2020 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
Bachelor, Electrical Engineering, Korea University
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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Song Ho-Keun
Song Ho-Keun
Current) Chair professor of Humanities and Social Sciences, Pohang University of Science and Technology / Head of College
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 of Humanities and Social Sciences, Pohang University of Science and Technology / Head of College
Educational background
Dept. of Sociology, Seoul National University
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
2017 ~ PresentInspection commissioner, POSCO Cheongam Foundation
1998 ~ 2018Professor at College of Social Sciences, SNU
2018Chair professor, SNU
2018 ~ PresentChair professor of Humanities and Social Sciences, Pohang University of Science and Technology / Head of College
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Cho Hyeon-Jae
Cho Hyeon-Jae
Current) Visiting Professor, Gwangju University
Previous) Representative Director, MBN
Appointment : 2018.03
Term : 2021 Ordinary General Meeting of Shareholders
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Director Cho Hyeon-JaeVisiting Professor, Gwangju University
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 ~ PresentNon-executive Director, Korea Rehabilitation Agency
2017 ~ PresentVisiting Professor, Gwangju University
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Yun Tae-Hwa
Yun 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 Yun Tae-HwaProfessor, Dept. of Business Administration, Gachon University
Educational background
BA, Business Administration, Yonsei University
Ph.D. in Business Administration, Graduate School of Yonsei University
Main experience
1985 ~ 1987CAP, An Gwon Accounting Firm
1989 ~ 1998Professor, Korea Banking Institute
2012 ~ PresentNon-executive Judge, Tax Tribunal
2013The 24th Chairman of Korean Academic Society of Taxation
2016The 25th Chairman of KAIA
2016 ~ PresentNon-executive Auditor, Korea Employment Information Service
2017 ~ PresentAudit Advisory Committee Member, KAMCO
1998 ~ PresentProfessor, Dept. of Business Administration, Gachon University
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Park Jung-Ho
Park Jung-Ho
Current)Chief Executive and President of SK Telecom
Previous)Chief Executive and President of SK Co., Ltd
Appointment : 2017.03
Term : 2020 Ordinary General Meeting of Shareholders
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Director Park Jung-HoChief Executive and President of SK Telecom
Educational background
Korea University, Department of Business Administration
George Washington University, M.B.A
Main experience
2012Head of SK Telecom Business Development Office
2013 ~ 2014Head of C&C Corporate Development
2015Chief Executive and President of SK C&C
2015 ~ 2016Chief Executive and President of SK Co., Ltd
2016 ~ presentChief Executive and President of SK Telecom
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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

Date Content of Bill Passage of Bills Participation of outside director
17.12.20 1. Granting of stock options (proposal)
2. Transaction with SK Telecom (proposal)
3. Transaction with SKHYCL (proposal)
4. Donation (proposal)
5. Change of the SUPEX pursing council agreement party
6. Paid-in capital increase for SKHYSI (proposal)
7. Additional investment for the 4th quarter of 2017 (proposal)
Passed 6(6)
17.10.25 1. Transaction with SKHYCL (proposal)
2. Donation for the public silver housing project of Ministry of Land, Infrastructure and Transport (proposal)
Passed 6(6)
17.09.27 1. Transaction with SK ENC (proposal)
2. Investment for takeover of TMC stakes
Passed 6(6)
17.07.26 1. Revised management plan (proposal)
2. Paid-in capital increase for Wuxi production corporation (proposal)
3. Transaction with SK Telecom (proposal)
4. Transaction with SK China (proposal)
Passed 5(6)
17.05.24 1. Transfer of foundry business operation, conclusion of an annexed agreement and investment (proposal) Passed 6(6)
17.05.19 1. Loan agreement for takeover of TMC stakes Passed 6(6)
17.05.12 No agenda - 6(6)
17.04.26 1. Donation to Korea Foundation for Advanced Studies (KFAS), etc. (proposal)
2. Transaction with SK Innovation (proposal)
3. Transaction with SK Telecom (proposal)
Passed 6(6)
17.03.22 1. Transaction with SK ENC (proposal)
2. Transaction with SK Telecom, etc. (proposal)
3. Transaction with SK (proposal)
Passed 5(5)
17.02.22 1. Convocation of the 69th annual general meeting of stockholders
2. Revision of regulations on board of directors (proposal)
Passed 4(5)
17.01.25 1.The 69th 2016 financial statements (proposal)
2. The 69th 2016 business report (proposal)
Passed 4(5)

Subcommittee

Composition of Subcommittee

A board of inspection
ChairmanChoi Jong-Won
CompositionFormed by three outside directors (Choi Jong-Won, Shin Chang-Hwan, Kim Do-Kyung, Yun Tae-Hwa)
RolesDeliberating on audits of accounting and other operations and appointment of external auditors
A council for recommending candidates for outside directors
Chairman 
CompositionFormed by two outside directors (Choi Jong-Won, Cho Hyeon-Jae) / one board director (Park Sung-Wook)
RolesRecommending outside director candidate according to related legislations/Article of Incorporation and regulations of board of directors
Sustainability Management Committee
ChairmanSong Ho-Keun
CompositionFormed by two outside directors (Song Ho-Keun, Cho Hyeon-Jae) / one board director (Lee Seok-Hee)
RolesDeliberation on execution of more than one billion won of contributions
Establishment of sustainability management strategies and review of the results

Holding the Board of Directors

A board of inspection MORE

Date Content of Bill Passage of Bills Participation of outside director
17.12.18 1. Internal transaction limit for SK subsidiary (SK Securities) (Proposal)
2. Transaction with SK Hyeng Co., Ltd. (Proposal)
3. Transaction with SK Co., Ltd. (Proposal)
4. Paid-in capital increase for post-processing corporation of Chongging (Proposal)
Passed 5(5)
17.10.23 1. Internal audit achievements and future plans Reported 5(5)
17.09.25 1. Internal transaction limit for SK subsidiary (SK Securities) (Proposal)
2. Transaction with SK Co., Ltd. (Proposal)
Passed 5(5)
17.07.24 1. Financial achievements for the 1st half of 2017
2. Schedule for external audits
3. Achievements of internal audit for the 1st half of 2017 and work plan for the 2nd half of 2017
Reported 3(5)
17.06.26 1. Internal transaction limit for SK subsidiary (SK Securities) (Proposal)
2. Transaction with SK Co., Ltd. (Proposal)
3. Transaction with Essencore Ltd. (Proposal)
Passed 5(5)
17.04.24 1. Internal audit achievements and future plans Reported 5(5)
17.03.15 1. Internal transaction limit for SK subsidiary (SK Securities) (Proposal)
2. Schemes to be submitted to the 69th annual meeting of stockholders and legality of documents
3. Audit report (Proposal)
4. Opinion about the internal monitoring system (proposal)
Passed 4(4)
17.02.20 1. Audit results for the 2016 fiscal year
2. Submission of the report on the evaluation of internal accounting control system operating conditions (proposal)
Reported
Passed
4(4)
17.01.23 1. Internal accounting control system operating conditions for 2016
2. Results of internal audits for 2016 and 2017 work plans
3. Transactions with SKHYCL (proposal)
4. Approval of appointment for the chief of internal audit department
5. Approval of appointment for external auditors (proposal)
Reported
Reported
Passed
Passed
Passed
3(4)

Committee for recommending non-executive director candidates MORE

Date Content of Bill Passage of Bills Participation of outside director
17.02.22 1. Recommendation of non-executive director candidates for the 69th annual general meeting of stockholders (proposal) Pass 2(2)

Articles of Incorporation

The Company shall preserve long-term profit of its shareholders by securing the survival of business, at a minimum, and continuing to evolve and progress in such a drastically changing business environment. To this end, the Company will establish the Management Philosophy as follows and implement it as the basis of management activities.

[Mission]

The Company shall achieve its ultimate goal of sustained progress by maintaining stability and growth. Furthermore, it shall create value for its customers, people and shareholders, thereby contributing to social and economic development and human well-being.

[Value]

The Company aims to:

  • gain trust from its customers by ensuring consistent customer satisfaction, and ultimately transform itself into a corporate entity whose progress goes hand in hand with theirs.
  • ensure that all its people develop with a sense of achievement in their work, while they contribute to the Company’s sustained progress during their tenure at the Company.
  • upgrade its corporate value so as to create shareholder value.
  • grow along with the wider community through the creation of social values in addition to facilitating economic prosperity.
  • should make a consistent effort to find a balance between the happiness of stakeholders and consider this in both the present and the future to remain sustainable over the long-term.
[Added February 13, 2012]  <Amended March 24, 2017>