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 63% 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 four outside directors): Transparent accounting/ do monitoring and supervising to secure fair management.
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, establish detailed rules for operating the board. (including a convening procedure and order of 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

Lim Hyeong-Kyu
Lim Hyeong-Kyu
Current)President of ICT, SK SUPEX Pursing Committee (Vice-Chairman)
Previous)Head of Samsung Advanced Institute of Technology
Appointment : 2014.03
Term : 2017 Ordinary General Meeting of Shareholders
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Director Lim Hyeong-KyuPresident of ICT, SK SUPEX Pursing Committee (Vice-Chairman)
Educational background
Seoul National University, electronic engineering major
KAIST, Master’s Degree in Electrical engineering and semiconductor engineering
University of Florida, Doctor’s Degree in semiconductor engineering
Main experience
1976Joined Samsung Semiconductor (dispatch for research)
1999Memory development department, Vice-president
2001 ~ 2004System LSI Business department, President
2004CTO
2005 ~ 2008Head of Samsung Advanced Institute of Technology
2008 ~ 2009Samsung strategic planning office, new business team, president
2014 ~ presentPresident of ICT, SK SUPEX Pursing Committee (Vice-Chairman)
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Park Sung-Wook
Park Sung-Wook
Current)CEO/Executive President of SK hynix / Chairman of Board of Directors
Previous)Executive Vice President of SK hynix
Appointment : 2012.02
Term : 2018 Ordinary General Meeting of Shareholders
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CEO & President Park Sung-WookCEO/Executive President of SK hynix
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 ~ presentSK hynix, CEO/ president
2014 ~ presentSK hynix, Chairman of Board of Directors
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Kim Du-Kyung
Kim Du-Kyung
Previous)Professional Advisory Professor of Korea Banking Institute Executive Director of Korea Federation of Banks
Appointment : 2012.02
Term : 2018 Ordinary General Meeting of Shareholders
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Director Kim Du-KyungPrevious) Professional Advisory Professor of Korea Banking Institute
Educational background
Seoul National University, Bachelor’s Degree in Applied Mathematics
Johns Hopkins University, Master’s Degree in Economics
Main experience
1974 ~ 2007Head of Financial Markets Department and Currency Department, The Bank of Korea
2007 ~ 2010Executive Director, Korea Federation of Banks
2011 ~ 2012.4Professional Advisory Professor, Korea Banking Institute
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Park Young-Jun
Park Young-Jun
Current)Professor, Dept. of Electrical and Computer Engineering, Seoul National University
Previous)Senior Researcher of GoldStar Semiconductor
Appointment : 2012.02
Term : 2018 Ordinary General Meeting of Shareholders
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Director Park Young-JunProfessor, Dept. of Electrical and Computer Engineering, Seoul National University
Educational background
Seoul National University, Bachelor’s and Master’s Degree in Electrical Engineering
University of Massachusetts, Doctor’s Degree in Electrical Engineering
Main experience
1983 ~ 1985Researcher, IBM
1985 ~ 1988Senior Researcher, GoldStar Semiconductor
1988 ~ presentProfessor, Dept. of Electrical and Computer Engineering, Seoul National University
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Kim Dae-Il
Kim Dae-Il
Current)Professor, Dept. of Economics, Seoul National University
Previous)Investigation Manager of Korea Development Institute
Appointment : 2012.02
Term : 2018 Ordinary General Meeting of Shareholders
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Director Kim Dae-IlProfessor, Dept. of Economics, Seoul National University
Educational background
Seoul National University, Bachelor’s Degree in Economics
University of Chicago, Master’s and Doctor’s Degree in Economics
Main experience
1992 ~ 1996Professor of Economics, Rice University
1996 ~ 1998Investigation Manager, Korea Development Institute
1998 ~ presentProfessor of Economics, Seoul National University
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Lee Chang-Yang
Lee Chang-Yang
Current)Professor, College of Business, KAIST
Previous)Head of Division of Industrial policy, Ministry of Trade, Industry & Energy
Appointment : 2012.02
Term : 2018 Ordinary General Meeting of Shareholders
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Director Lee Chang-YangProfessor, College of Business, KAIST
Educational background
Seoul National University, Bachelor’s Degree in Political Science
Seoul National University Master’s Degree in Public Administration
Harvard University, Master’s and Doctor’s Degree in Politics
Main experience
The 29th high civil service examination
1999 ~ 2000Head of Division of Industrial policy, Ministry of Trade, Industry & Energy
2000 ~ presentProfessor, College of Business, KAIST
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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 : 2017 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
1982The 26th high civil service examination
1991 ~ 1994Investigation Manager, Korea Development Institute
1998 ~ 2000Member of policy evaluation committee, Fair Trade Commission
2008Dean of Graduate School of Public Administration, Seoul National University
2012Head of public institution management evaluation team, Ministry of Strategy and Finance
1994 ~ presentProfessor, Graduate School of Public Administration, Seoul National University
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Kim Jun-Ho
Kim Jun-Ho
Current)President of Management support division, SK hynix
Previous)President of GMS, SK Telecom
Appointment : 2013.03
Term : 2016 Ordinary General Meeting of Shareholders
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Director Kim Jun-HoPresident of Management support division, SK hynix
Educational background
Korea University, Bachelor’s Degree in Law
Main experience
The 24th Bar Exam
2003 ~ 2004Senior prosecutor, Office of Policy Development, Ministry of Justice
2004 ~ 2007Vice president, Ethical management department SK Corporation
2008 ~ 2010CMS president of SK Energy / head of ethical management division of SK Corporation
2011 ~ 2012President of GMS, SK Telecom
2012 ~ 2013Executive vice president of Corporate Center, SK hynix
2013 ~ presentPresident, Management support division, SK hynix
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Park Jung-Ho
Park Jung-Ho
Current)CEO of SK Holdings
Previous)CEO of SK C&C
Appointment : 2016.03
Term : 2019 Ordinary General Meeting of Shareholders
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Director Park Jung-HoCEO of SK Holdings
Educational background
George Washington University, M.B.A
Main experience
2013 ~ 2014Head of SK Telecom Business Development Office
2015CEO of SK C&C
2015 ~ presentCEO of SK Holdings
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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 2 March 5, 2012]
(11)Establishment and correction of a business management system of the company to execute its corporate philosophy [established on 2 March 5, 2012]

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
15.12.23 1. 2016 Management Plan (proposal)
2. Deal with SK Telecom, etc. (proposal)
Pass 5(5)
15.10.21 1. Issuance of local currency debentures (proposal)
2. Deal with SK Telecom (proposal)
Pass 5(5)
15.07.22 1. Revision of investment in Icheon plant expansion and deal with SK E&C (proposal)
2. Deal with SK Telecom (proposal)
3. Acquisition of Treasury Stock
4. Issuance of local currency debentures (proposal)
5. Closure of branch office
Pass 5(5)
15.05.27 1. 2015 Revised Management Plan (proposal) Pass 5(5)
15.04.22 1. Deal with SK Telecom (proposal)
2. Appointment of Compliance Officer
Pass 5(5)
15.03.23 1. Appointment of Chairman of the Board of Directors
2. Appointment of CEO
3. Appointment of Member of Non-Executive Director Candidates Recommendation Committee
Pass 5(5)
15.02.25 1. Announcement of the 67th Regular Meeting of Shareholders (proposal) Pass 6(6)
15.01.28 1. The 67th (2014) Financial Statement (proposal)
2. The 67th (2014) Sales Report (proposal)
Pass 5(6)

Subcommittee

Composition of Subcommittee

A board of inspection
ChairmanKim Du-Kyung
CompositionFormed by four outside directors (Kim Do-Kyung, Kim Dae-Il, Lee Chang-Yang, Choi Jong-Won)
RolesDeliberating on audits of accounting and other operations and appointment of external auditors
A council for recommending candidates for outside directors
ChairmanPark Young-Jun
CompositionFormed by two outside directors (Park Young-Jun, Choi Jong-Won) / one board director (Park Sung-Wook)
RolesRecommending outside director candidate according to related legislations/Article of Incorporation and regulations of board of directors

Holding the Board of Directors

A board of inspection MORE

Date Content of Bill Passage of Bills Participation of outside director
15.12.21 1. Threshold for Intercompany Transactions of Affiliate (SK Securities) (proposal)
2. Deal with SK (proposal)
3. Deal with SK Hyeng (proposal)
4. Agreement for the appointment of Chief of Internal Audit Department
Pass 4(4)
15.09.21 1. Threshold for Intercompany Transactions of Affiliate (SK Securities) (proposal)
2. Deal with SK (proposal)
Pass 4(4)
15.07.20 1. Performance of 2016 First-half Internal Audit and Second-half Business Plan
2. Result of 2015 First-half Financial Settlement
3. Plans for the performance of external auditor
Reported 3(4)
15.06.22 1. Threshold for Intercompany Transactions of Affiliate (SK Securities) (proposal)
2. Deal with SK Innovation (proposal)
Pass 4(4)
15.04.20 1. Deal with SK Innovation(proposal) Pass 4(4)
15.03.23 1. Appointment of Chairman of Audit Committee
2. Deal with SK C&C (proposal)
Pass 4(4)
15.03.11 1. Threshold for Intercompany Transactions of Affiliate (SK Securities) (proposal)
2. Investigation of Legality of bills and documents for the 67th Regular Meeting of the Shareholders
3. Audit Report (proposal)
4. Written Opinion of Internal Monitoring System (proposal)
Pass 4(4)
15.02.23 1. Results of Fiscal Year 2014 Audit
2. Evaluation Report on Management Status of Internal Accounting Control System (proposal)
Reported
Pass
3(4)
15.01.26 1. Management Status of 2014 Internal Accounting Control System
2. Performance of 2014 Second-half Internal Audit and 2015 Business Plan
3. Purchase of Shares of Business Aircraft owned by SK Innovation
4. Deal with SK C&C (proposal)
Reported
Reported
Reported
Pass
4(4)

A council for recommending candidates for outside directors MORE

Date Content of Bill Passage of Bills Participation of outside director
14.03.05 1. Appointment of chairman of committee
2. Recommendation of outside director candidate for the 66th ordinary general meeting of shareholders
Pass 1(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>