Board-Centric Mangement
Board Structure
Board Roles and Responsibilities
Board of Directors
SK Gas understands that our company can only thrive and grow sustainably if we focus on the happiness of both our employees and everyone connected to us. Because of this, we are making our company's leadership (the Board of Directors) stronger and more accountable to make decisions that support this idea. The Board uses its power to decide what needs to be done for the company to run well and to oversee how things are being done. We are also building on SK's special way of thinking about business, which includes creating social value (SVMS) and focusing on both financial and social results (DBL), and we are figuring out practical ways to put these ideas into action.
Board Functions
- Setting Management Goals and Strategies
- Reviewing Accounting Transparency and Sustainability
- Appointing and Supervising the CEO and Executives
- Evaluating Management Performance and Deciding Compensation Levels
- Reviewing ESG Policy Improvements
- Making Decisions on Matters Significantly Impacting the Company or Related to External Trust
Duties and Responsibilities of Directors
The duties and responsibilities of our Board members in their respective roles and tasks are clearly defined in the Board Regulations and the Governance Charter. In accordance with the Korean Commercial Law, we limit Outside Directors to holding no more than one concurrent position to ensure their full commitment. Additionally, their employment is restricted at companies where conflicts of interest may arise. Furthermore, SK Gas maintains Directors and Officers (D&O) liability insurance to cover potential damages to the company and third parties in the event of a director's bad faith or gross negligence related to business operations or economic, environmental, and social matters.
Board Composition
Board Composition Policy
SK Gas follows Article 382 of the Commercial Act to appoint directors during the General Meeting of Shareholders. According to our Articles of Incorporation, the Board of Directors consists of a maximum of eight members.
To enhance the Board's independence and transparency, and to reinforce management centered on the Board, more than half (57%) of the directors are Outside Directors. Furthermore, the Chairman of the Board is a separate individual from the CEO and is appointed as an Outside Director. The Board operates four standing committees: the Audit Committee, the Outside Director Nomination Committee, the ESG Committee, and the Personnel Committee.


Board Election Process
SK Gas ensures fairness and objectivity in appointing inside and Outside Directors by disclosing qualifications, selection background, and independence requirements. Inside director candidates are recommended by the board, evaluated for their qualifications and qualities, and then elected at the general meeting of shareholders.
Outside director candidates are recommended by the Outside Director Candidate Recommendation Committee and elected individually on an annual basis. The evaluation of director candidates considers independence, expertise, integrity, managerial mindset, social reputation, and the diversity of the board composition and management environment. According to Article 542-8 of the Commercial Act, Outside Directors are finally elected at the general meeting of shareholders through a transparent process conducted by the Outside Director Candidate Recommendation Committee.
Board Composition Overview
(As of March 2025)
Category | Name | Appointment Date | Term | Attendance Rate | Major Experience | Expertise | |
---|---|---|---|---|---|---|---|
Outside Director (Board Chair) |
Hyun-Jeong Jeon | March 21, 2024 | 3 years | 100% |
|
|
Law |
Outside Director | Yang-Hoon Son | March 21, 2024 | 3 years | 100% |
|
|
Energy |
Ju Kyeong Park | March 23, 2023 | 3 years | 100% |
|
|
Safety/Security | |
Yong-Chae Jeong | March 20, 2025 | 3 years | Newly Appointed |
|
|
Accounting/Finance/M&A | |
Inside Director | Chang Won Chey | March 23, 2023 | 3 years | 92.3% |
|
|
Corporate Management |
Byung Suk Yoon | March 24, 2022 | 3 years | 100% |
|
|
Corporate Management | |
Other Non-Executive Director | Hyun-Ho Son | March 20, 2025 | 3 years | Newly Appointed |
|
|
Corporate Management |
- *On March 21, 2024, at the annual general meeting of shareholders, Yang Hoon Son was newly appointed, and Hyun Jeong Jeon was reappointed as director/audit committee member.
Board Independence, Expertise, and Diversity
Board Independence
SK Gas complies with the "Guidelines on the Independence of Outside Directors" and constitutes more than half of the board with Outside Directors. Outside directors undergo a verification process by the Outside Director Candidate Recommendation Committee to ensure no significant contractual or transactional relationships with the company. Outside directors are limited to holding concurrent positions in no more than one other company, and their reappointment is restricted to one term (approximately six years). The chairperson of the board is separate from the CEO, and all committee chairs within the board are appointed as Outside Directors to enhance independence.
Board Expertise and Diversity
In accordance with our "Guidelines on Board Expertise and Diversity," SK Gas prioritizes the recommendation and appointment of Outside Directors with expertise in fields such as law, IT, and accounting/finance. To ensure that the demands of various stakeholders are reflected in our management, the Board of Directors incorporates diversity in its composition, encompassing aspects such as race, gender, age, nationality, education, religion, disability, and political orientation.
Board Competency Matrix
Competence Category | Chang Won Chey | Byung Suk Yoon | Hyun-Ho Son | Hyun Jeong Jeon | Ju Kyeong Park | Yang Hoon Son | Yong-Chae Jeong | Percentage | ||
---|---|---|---|---|---|---|---|---|---|---|
Leadership | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 100% | ||
Business Development/Strategy | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 71% | ||||
Finance/Accounting/Risk | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 57% | |||||
Legal/Regulatory | ●Applicable | ●Applicable | 28% | |||||||
ESG | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 100% | ||
Core Industry (Energy/Chemicals/Power) | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 57% | |||||
Global | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 57% | |||||
M&A/Capital Markets | ●Applicable | ●Applicable | ●Applicable | ●Applicable | ●Applicable | 71% | ||||
Supply Chain/Security (Including IT) | ●Applicable | ●Applicable | 28% | |||||||
Board Activities | Term | ‘23~’26 | ‘25~’28 | ‘25~’28 | ‘24~’27 | ’23~’26 | ‘24~’27 | ‘25~’28 | - | |
Affiliated Committees | - | ESG | Personnel | Audit, Outside Director Candidate Recommendation, Personne | Audit, Outside Director Candidate Recommendation, Personne | Outside Director Candidate Recommendation, ESG | Audit, Outside Director Candidate Recommendation, ESG | - | ||
Independence & Diversity | Independence | - | ○ | ○ | ○ | 57% | ||||
Diversity | Age | 60 | 59 | 55 | 58 | 61 | 66 | Average: 60 | ||
Gender | Male | Male | Male | Female | Male | Male | Female 14% |
Board Operations
Board Operations
Board Operations
SK Gas' Board of Directors actively gathers and incorporates the opinions of shareholders and stakeholders across various areas such as social, environmental, and economic issues. The board reviews and decides on these matters and deliberates on business investment risks. Regular board meetings are held more than 10 times a year for approving financial statements, convening regular shareholder meetings, and reporting quarterly business results. Additionally, temporary board meetings are convened more than 2-3 times a year for deliberating on investment risks. Meetings are convened at least seven days in advance upon the direction of the board chair or a designated director, and decisions are made by the majority of directors present, except as otherwise required by law.
Support for Board Operations
A dedicated organization, the Board Secretariat, led by an executive, supports the effective operation of the board. The Secretariat establishes regular board meeting schedules and ensures that sufficient information is provided promptly to Outside Directors upon request. It also organizes and supports board workshops, joint workshops under the parent company SK Discovery, and participation in SK Group workshops.
Board Meeting Status
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2025-01-24 |
|
3/3 | 4/4 | Approved |
2025-02-04 |
|
3/3 | 4/4 | Approved |
2025-02-24 |
|
3/3 | 4/4 | Approved |
2025-03-20 |
|
3/3 | 4/4 | Approved |
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2024-01-29 |
|
3/3 | 4/4 | Approved |
2024-02-06 |
|
3/3 | 4/4 | Approved |
2024-02-27 |
|
3/3 | 4/4 | Approved |
2024-03-21 |
|
3/3 | 4/4 | Approved |
2024-04-19 |
|
3/3 | 4/4 | Approved |
2024-05-17 |
|
3/3 | 4/4 | Approved |
2024-06-21 |
|
3/3 | 4/4 | Approved |
2024-07-19 |
|
3/3 | 4/4 | Approved |
2024-09-20 |
|
3/3 | 4/4 | Approved |
2024-10-18 |
|
3/3 | 4/4 | Approved |
2024-11-22 |
|
3/3 | 4/4 | Approved |
2024-12-11 |
|
3/3 | 4/4 | Approved |
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2023-01-20 |
|
2/3 | 4/4 | - |
2023-02-07 |
|
3/3 | 4/4 | Approved |
2023.02.28 |
|
2/3 | 4/4 | Approved |
2023.03.23 |
|
2/3 | 4/4 | Approved |
2023.04.21 |
|
3/3 | 4/4 | Approved |
2023.05.18 |
|
3/3 | 4/4 | Approved |
2023.06.20 |
|
3/3 | 4/4 | Approved |
2023.07.20 |
|
3/3 | 4/4 | Approved |
2023.09.13 |
|
3/3 | 4/4 | Approved |
2023.11.27 |
|
2/3 | 4/4 | Approved |
2023.12.06 |
|
3/3 | 4/4 | Approved |
2023.12.19 |
|
3/3 | 4/4 | Approved |
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2022-01-24 |
|
3/3 | 4/4 | - |
2022-02-08 |
|
3/3 | 4/4 | Approved |
2022-02-28 |
|
3/3 | 4/4 | Approved |
2022-03-24 |
|
3/3 | 4/4 | Approved |
2022-04-21 |
|
3/3 | 4/4 | Approved |
2022-05-19 |
|
3/3 | 4/4 | Approved |
2022-06-09 |
|
3/3 | 4/4 | Approved |
2022-06-16 |
|
3/3 | 4/4 | Approved |
2022-07-21 |
|
2/3 | 4/4 | Approved |
2022-08-31 |
|
3/3 | 4/4 | Approved |
2022-09-15 |
|
3/3 | 4/4 | Approved |
2022-10-26 |
|
2/3 | 4/4 | Approved (However, Item 2 resolution deferred) |
2022-11-08 |
|
3/3 | 4/4 | Approved |
2022-11-25 |
|
3/3 | 4/4 | - |
2022-12-15 |
|
2/3 | 4/4 | Approved |
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2021-02-09 |
|
3/3 | 4/4 | Approved |
2021-03-04 |
|
3/3 | 4/4 | Approved |
2021-03-30 |
|
3/3 | 4/4 | Approved |
2021-04-16 |
|
3/3 | 4/4 | Approved |
2021-05-07 |
|
3/3 | 4/4 | Approved |
2021-05-21 |
|
2/3 | 4/4 | Approved |
2021-06-28 |
|
3/3 | 4/4 | Approved |
2021-07-16 |
|
3/3 | 4/4 | Approved |
2021-09-17 |
|
2/3 | 4/4 | Approved |
2021-10-25 |
|
3/3 | 4/4 | Approved |
2021-11-29 |
|
3/3 | 4/4 | Approved |
2021-12-17 |
|
3/3 | 4/4 | Approved |
2021-12-21 |
|
2/3 | 4/4 | Approved |
Date | Main Agenda | Internal Directors Attendance | Outside Directors Attendance | Remarks |
---|---|---|---|---|
2020-02-07 |
|
3/3 | 4/4 | Approved |
2020-03-03 |
|
3/3 | 4/4 | Approved |
2020-03-23 |
|
3/3 | 4/4 | Approved |
2020-03-27 |
|
3/3 | 4/4 | Approved |
2020-04-24 |
|
3/3 | 4/4 | Approved |
2020-05-07 |
|
3/3 | 4/4 | Approved |
2020-05-28 |
|
3/3 | 4/4 | Approved |
2020-06-19 |
|
3/3 | 4/4 | Approved |
2020-08-27 |
|
3/3 | 4/4 | Approved |
2020-09-18 |
|
3/3 | 4/4 | Approved |
2020-10-16 |
|
3/3 | 4/4 | Approved |
2020-11-20 |
|
3/3 | 4/4 | Approved |
2020-12-18 |
|
3/3 | 4/4 | Approved |
Board Committees
To enhance the expertise and efficiency of the Board of Directors, SK Gas has established and operates specilized committees within the Board in accordance with the Articles of Incorporation (Article 35), the Corporate Governance Charter, and the Board regulations. Each committee has its own regulations that specify the purpose, authority, responsibilities, standards, procedures, and main functions.
Audit Committee
The Audit Committee is composed entirely of Outside Directors, including a chair who is an accounting/finance expert. The committee supervises the soundness and appropriateness of the company's financial activities, including evaluating the operation status of the internal accounting management system and reviewing major company matters. External directors who serve on the Audit Committee are appointed based on recommendations from the Independent Director Nomination Committee, ensuring their independence. The reasons for the appointment of all audit committee members are disclosed in the business report. SK Gas specifies the composition, duties, and authority of the Audit Committee in the Articles of Incorporation, the Corporate Governance Charter, and the Audit Committee Regulations to ensure the independence and active authority of the audit committee members.
To enhance the expertise of the audit committee members, internal accounting-related training is conducted twice a year, and the legal and substantial independence of external auditors appointed by the audit committee is ensured. SK Gas limits the remuneration of audit committee members to ensure they can perform audit tasks independently from management and controlling shareholders. The remuneration of audit committee members is determined by comprehensively considering the time and effort invested in performing audit committee duties and the level of legal responsibility associated with those duties. The Audit Committee meets at least once a quarter and, if necessary, may have external auditors, the head of the internal audit department, financial officers, and management attend the meetings.
The Audit Committee also engages in regular quarterly communication with external auditors. After each meeting, minutes are prepared and signed by the audit committee members.
Audit Committee Meeting Status
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : Yong-Chae Jeong, Hyun-Jeong Jeon, Ju-Kyeong Park |
Chairperson | Yong-Chae Jeong |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2025-02-20 |
|
2025-02-24 |
|
|
2025-03-20 |
|
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : Yeon Geun Kim, Hyun Jeong Jeon, Ju-kyung Park |
Chairperson | Yeon Geun Kim |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2024-02-22 |
|
2024-02-27 |
|
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2024-03-21 |
|
|
2024-04-19 |
|
|
2024-05-17 |
|
|
2024-06-21 |
|
|
2024-07-19 |
|
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2024-09-20 |
|
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2024-10-18 |
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2024-11-22 |
|
|
2024-12-11 |
|
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : Yeon Geun Kim, Hyun Jeong Jeon, Ju-kyung Park |
Chairperson | Yeon Geun Kim |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2023-02-07 |
|
2023-02-24 |
|
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2023-02-28 |
|
|
2023-03-23 |
|
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2023-04-21 |
|
|
2023-05-18 |
|
|
2023-06-20 |
|
|
2023-07-20 |
|
|
2023-09-13 |
|
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2023-10-26 |
|
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2023-11-27 |
|
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2023-12-06 |
|
|
2023-12-19 |
|
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : Yeon Geun Kim, Jong-ho Jung, Kwang-joon Kim |
Chairperson | Yeon Geun Kim |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2022-02-08 |
|
2022-02-25 |
|
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2022-02-28 |
|
|
2022-03-24 |
|
|
2022-04-21 |
|
|
2022-05-19 |
|
|
2022-06-09 |
|
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2022-06-16 |
|
|
2022-07-21 |
|
|
2022-09-15 |
|
|
2022-12-15 |
|
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : (until the EGM on June 17, 2021: Yeon-keun Kim, Jong-ho Jung, Gwang-jun Kim; after the EGM on June 17, 2021: Yeon-keun Kim, Jong-ho Jung, Hyun-jeong Jeon) |
Chairperson | Yeon Geun Kim |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Major Activities | 2021-02-25 |
|
2021-03-04 |
|
|
2021-04-16 |
|
|
2021-05-07 |
|
|
2021-06-28 |
|
|
2021-07-16 |
|
|
2021-09-17 |
|
|
2021-10-25 |
|
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2021-11-29 |
|
|
2021-12-17 |
|
|
2021-12-21 |
|
Main Functions |
|
Meeting Schedule | At least once a quarter |
Composition | All Outside Directors (including financial experts) : Gwang-jun Kim, Jong-ho Jung, Yeon-keun Kim |
Chairperson | Gwang-jun Kim |
Related Regulations | Articles of Incorporation, Corporate Governance Charter, Audit Committee Regulations |
Category | Date | Details |
---|---|---|
Major Activities | 2020-02-26 |
|
2020-03-03 |
|
|
2020-03-23 |
|
|
2020-03-27 |
|
|
2020-04-24 |
|
|
2020-05-07 |
|
|
2020-05-28 |
|
|
2020-08-27 |
|
|
2020-11-20 |
|
|
2020-12-18 |
|
ESG Committee
The ESG Committee identifies and assesses the economic, environmental, and social issues of ESG management, reviewing the company's management strategy and direction for sustainable growth. Furthermore, the committee sets targets for ESG activities and plays a role in reviewing detailed execution plans, activity reports, and information disclosure to facilitate sound decision-making regarding ESG risks and opportunities.
ESG Committee Activities
Main Functions |
|
Meeting Schedule | Regular meetings - biannually; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Yong-Chae Jeong, Yang-Hoon Son), 1 inside director (Byung Suk Yoon) |
Chairperson | - |
Related Regulations | Corporate Governance Charter ESG Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities |
|
Main Functions |
|
Meeting Schedule | Regular meetings - biannually; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Hyun Jeong Jeon, Yang-Hoon Son), 1 inside director (Byung Suk Yoon) |
Chairperson | Hyun Jeong Jeon |
Related Regulations | Corporate Governance Charter ESG Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2024-02-05 |
|
2024-03-05 |
|
|
2024-03-18 |
|
|
2024-06-18 |
|
|
2024-07-17 |
|
|
2024-09-19 |
|
|
2024-10-16 |
|
|
2024-12-09 |
|
Main Functions |
|
Meeting Schedule | Regular meetings - biannually; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Hyun Jeong Jeon, Ju Kyeong Park), 1 inside director (Byung Suk Yoon) |
Chairperson | Hyun Jeong Jeon |
Related Regulations | Corporate Governance Charter ESG Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2023-01-19 |
|
2023-02-24 |
|
|
2023-03-21 |
|
|
2023-04-19 |
|
|
2023-06-20 |
|
|
2023-09-12 |
|
|
2023-10-25 |
|
|
2023-12-21 |
|
Main Functions |
|
Meeting Schedule | Regular meetings - biannually; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon), 1 inside director (Byung Suk Yoon) |
Chairperson | Yeon Geun Kim |
Related Regulations | Corporate Governance Charter ESG Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2022-01-14 |
|
2022-06-16 |
|
|
2022-07-20 |
|
|
2022-11-23 |
|
Main Functions |
|
Meeting Schedule | Regular meetings - biannually; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon), 1 inside director (Byung Suk Yoon) |
Chairperson | Yeon Geun Kim |
Related Regulations | Corporate Governance Charter ESG Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2021-03-30 |
|
2021-11-24 |
|
|
2021-12-19 |
|
Personnel Committee
The Personnel Committee evaluates CEO candidates and recommends them to the Board of Directors and the General Meeting of Shareholders. It is also responsible for evaluating internal directors and key executives, as well as deliberating on individual director remuneration. The performance of key management is assessed based on KPIs that include ESG strategic tasks such as achieving net-zero greenhouse gas emissions and ensuring industrial health and safety. Details of the remuneration are disclosed in the business report.
Personnel Committee Activities
Main Functions |
|
Meeting Schedule | Regular meetings - three times a year; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Hyun-Jeong Jeon, Ju Kyeong Park), 1 non-executive director (Hyun-Ho Son) |
Chairperson | - |
Related Regulations | Corporate Governance Charter, HR Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities |
|
Main Functions |
|
Meeting Schedule | Regular meetings - three times a year; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Yeon Geun Kim, Ju Kyeong Park), 1 non-executive director (Kwang Hyun Jeon) |
Chairperson | Yeon Geun Kim |
Related Regulations | Corporate Governance Charter, HR Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2024-01-29 |
|
2024-02-26 |
|
|
2024-07-18 |
|
|
2024-11-21 |
|
|
2024-12-10 |
|
Main Functions |
|
Meeting Schedule | Regular meetings - three times a year; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Yeon Geun Kim, Sang Goo Lee), 1 non-executive director (Kwang Hyun Jeon) |
Chairperson | Yeon Geun Kim |
Related Regulations | Corporate Governance Charter, HR Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2023-02-01 |
|
2023-07-18 |
|
|
2023-10-25 |
|
|
2023-11-23 |
|
- (Note 1) The "review" by the Personnel Committee is a free expression of opinions/pre-review on non-binding agenda items, and there is no approval/disapproval vote.
- (Note 2) Regarding the Personnel Committee, the term of office for Director Jung Jong-ho expired on March 23, 2023, Director Ahn Jae-hyun resigned, and Directors Yeon Geun Kim and Kwang Hyun Jeon were newly appointed as members of the Personnel Committee.
Main Functions |
|
Meeting Schedule | Regular meetings - three times a year; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Jong-ho Jung, Sang-goo Lee), 1 non-executive director (Jae-hyun Ahn) |
Chairperson | Jong Ho Jung |
Related Regulations | Corporate Governance Charter, HR Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2022-01-14 |
|
2022-02-25 |
|
|
2022-07-19 |
|
|
2022-11-17 |
|
|
2022-12-21 |
|
Main Functions |
|
Meeting Schedule | Regular meetings - three times a year; Ad-hoc meetings - as needed |
Composition | 2 Outside Directors (Jong-ho Jung, Sang-goo Lee), 1 non-executive director (Byung Suk Yoon) |
Chairperson | Jong Ho Jung |
Related Regulations | Corporate Governance Charter, HR Committee Regulations |
Category | Date | Details |
---|---|---|
Key Activities | 2021-09-17 |
|
2021-11-15 |
|
|
2021-12-17 |
|
Outside Director Nomination Committee
The Outside Director Nomination Committee recommends candidates for Outside Directors who possess expertise and independence through a transparent and fair selection process. The committee reviews whether the candidates have any disqualifications as stipulated by the Commercial Act and related regulations, and verifies their expertise. Additionally, the committee considers the expertise and diversity of the Board composition and the independence of Outside Directors when recommending final candidates to the general shareholders' meeting. The background of director appointments and their recommenders are disclosed in the business report.
Outside Director Nomination Committee Meeting Status
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 4 Outside Directors (Hyun Jeong Jeon, Ju Kyeong Park, Yang Hoon Son, Yong-Chae Jeong) |
Chairperson | - |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2025-02-24 |
|
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 4 Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon, Ju Kyeong Park, Yang Hoon Son) |
Chairperson | Hyun Jeong Jeon |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2024-02-27 |
|
2024-06-21 |
|
|
2024-12-11 |
|
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 3 Outside Directors (Hyun Jeong Jeon, Yeon Geun Kim, Sang-gu Lee) |
Chairperson | Hyun Jeong Jeon |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2023-02-28 |
|
2023-12-19 |
|
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim) |
Chairperson | Jung Jong-ho |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2022-02-28 |
|
2022-12-15 |
|
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim) |
Chairperson | Jung Jong-ho *Appointed as Chair on 2021.03.04 |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2021-03-04 |
|
2021-05-07 |
|
Main Functions |
|
Meeting Schedule | Held as needed when agenda arises |
Composition | 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim) |
Chairperson | Byung Suk Yoon (Until 2020.03.27) *Chair vacant from 2020.03.27 to 2021.03.04 |
Related Regulations | Corporate Governance Charter, Outside Director Nomination Committee Regulations |
Category | Date | Details |
---|---|---|
Main Activities | 2020-03-03 |
|
Status of Outside Director Education
Training Date | Conducting Entity | Attending Outside Directors | absence reasons | key training content |
---|---|---|---|---|
2024-09-06 | SUPEX Council Autonomous Responsible Management Support Group | Hyun-Jeong Jeon | - | Ethical Management Training for Outside Directors |
2024-11-07 | SUPEX Council | All | - | Implementation Plan for Board of Directors 2.0, Strategies for Securing Competitiveness in the AI Era, Changes in the Business Environment Resulting from the US Presidential Election |
Training Date | Conducting Entity | Attending Outside Directors | absence reasons | key training content |
---|---|---|---|---|
2024-09-06 | SUPEX Council Autonomous Responsible Management Support Group | Hyun-Jeong Jeon | - | Ethical Management Training for Outside Directors |
2024-11-07 | SUPEX Council | All | - | Implementation Plan for Board of Directors 2.0, Strategies for Securing Competitiveness in the AI Era, Changes in the Business Environment Resulting from the US Presidential Election |
Training Date | Conducting Entity | Attending Outside Directors | absence reasons | key training content |
---|---|---|---|---|
2023-09-15 | SUPEX Governance Committee (Lecturer: Jin-won Yoon, Chairman) |
All | Ethical Management Training for Outside Directors |
Training Date | Conducting Entity | Attending Outside Directors | absence reasons | key training content |
---|---|---|---|---|
2022-01-24 | Internal Training | All | Board Workshop (Mid-to-Long-Term Business Portfolio, etc.) | |
2022-02-16 | BlackRock Investment Stewardship | Hyun-Jeong Jeon | Personal reasons (Jong-ho Jung, Sang-goo Lee, Yeon-geun Kim) | A Look Ahead with BlackRock Investment Stewardship |
2022-05-12 | Professor In-cheol Choi | All | New Discoveries about Human Nature | |
2022-05-13 | Internal Training | All | Board Workshop (Financial Story / SHE / DT) | |
2022-10-31 | SUPEX Council (Lecturer: Jeongseok No, CEO of B Factory) (External Training) |
Sang-goo Lee, Hyun-Jeong Jeon | For those who wish to attend | Advancements and Future of AI |
2022-10-31 | SUPEX Council (Lecturer: Il-goo Kim, Chief Economist of Hanwha Investment & Securities) (External Training) |
Jong-ho Jung | For those who wish to attend | Global Environmental Changes and Investments |
2022-11-25 | Internal Training | All | SK Gas LNG Fuel Supply Business I | |
2022-12-15 | Internal Training | All | SK Gas LNG Fuel Supply Business II |
Training Date | Conducting Entity | Attending Outside Directors | absence reasons | key training content |
---|---|---|---|---|
2021-03-30 | Eui-taek Jung, SV Promotion Manager (Internal Training) | All | General ESG, Evaluation Criteria, Sustainability Report | |
2021-05-13 | Byung-seok Yoon, CEO, Seong-mo Lee, Head of Planning and Finance (Internal Training) | All | 2018-2020 SK Gas Growth Strategy and 2021-2025 Mid-to-Long-Term Strategy Plan | |
2021-11-05 | Byung-seok Yoon, CEO (Internal Training) | All | SK Gas Financial Story |
Status of Audit Committee Education
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2024-09-06 | EY Han Young | Hyun-Jeong Jeon | - |
|
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2024-09-06 | EY Han Young | Hyun-Jeong Jeon | - |
|
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2023-06-20 | Samil PwC | Yeon-geun Kim, Hyun-Jeong Jeon, Joo-kyung Park | - |
|
2023-12-11 | Samil PwC | Hyun-Jeong Jeon | For those who wish to attend |
|
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2022-05-19 | Samil PwC | Yeon-geun Kim, Jong-ho Jung, Hyun-Jeong Jeon | - |
|
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2021-06-28 | Samil PwC | Yeon-geun Kim, Jong-ho Jung, Hyun-Jeong Jeon | - |
|
2021-07-15 | Audit Committee Forum | Hyun-Jeong Jeon | New Audit Committee member training, existing members did not attend |
|
Training Date | Conducting Entity | Attending Outside Directors | Absence Reasons | Key Training Content |
---|---|---|---|---|
2020-06-19 | Samil PwC | Kwang-jun Kim, Jong-ho Jung, Yeon-geun Kim | - |
|
Board Performance Evaluation
Board Operations Evaluation
Purpose/Frequency
The board conducts an annual evaluation of its operations and those of its committees to improve governance through efficient management.
Subjects/Method/Criteria
The Board Secretariat evaluates Outside Directors. The evaluation criteria include the appropriateness, diligence, sufficiency, and effectiveness of the board's and committees' composition, roles, responsibilities, and operations. The evaluation is conducted using a 5-point scale and subjective questions, with each Outside Director self-assessing using a board evaluation diagnosis form.
Reporting of Evaluation Results
The evaluation results are reported to the board and disclosed annually in the business report and the sustainability management report.
Board Evaluation Process


- Confirm evaluation questions, schedule, and method (Board Secretariat)
- Pre-explanation and guidance on board evaluation
- Implementation of board and committee evaluations
- Compilation of results and identification of improvement areas
- Disclosure of results and implementation of improvement activities
Board Compensation
The compensation for internal directors is determined transparently and fairly within the limits approved by the General Meeting of Shareholders, considering the company's performance and the regulations on executive management. External directors' compensation is determined similarly within the limits of the directors' remuneration, considering industry standards, responsibilities, and independence.
(Unit: KRW million)
Category | 2021 | 2022 | 2023 | 2024 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Persons | Total Compensation | Average Compensation per Person | Number of Persons | Total Compensation | Average Compensation per Person | Number of Persons | Total Compensation | Average Compensation per Person | Number of Persons | Total Compensation | Average Compensation per Person | |
Registered Directors | 3 | 5,050 | 1,683 | 3 | 5,121 | 1,707 | 3 | 4,941 | 1,647 | 3 | 4,342 | 2,171 |
Outside Directors on Audit Committee | 3 | 234 | 78 | 3 | 293 | 98 | 3 | 325 | 108 | 3 | 350 | 117 |
Auditors | - | - | - | - | - | - | - | - | - | - | - | - |
CEO Compensation Ratio Compared to Employees
Category | Unit | Amount |
---|---|---|
CEO Compensation (A) | KRW million | 2,241 |
Average Employee Compensation (B) | KRW million | 118 |
Median Employee Compensation (C) | KRW million | 107 |
CEO to Average Employee Compensation Ratio (A/B) | Times | 18.9 |
CEO to Median Employee Compensation Ratio (A/C) | Times | 20.9 |
Executive Performance Evaluation
Each year, the executive team sets KPIs (Key Performance Indicators) for key tasks, which are finalized through internal review procedures. The CEO’s KPIs are finalized through the deliberation of the Personnel Committee under the Board of Directors. The performance evaluation of the CEO and key executives considers both financial and non-financial performance comprehensively. Non-financial performance, such as "Social Value and ESG Management," is leveraged as a tool for business innovation to enhance corporate competitiveness and sustainable value.
Since 2019, SK Gas has incorporated Social Value (SV) and ESG into the KPIs of all executives, aiming not just to include these as simple metrics but to elevate the creation of SV and the execution of ESG strategic tasks through its products and services.
SV/ESG-Based Performance Evaluation Goals
Road-map | 2019 | 2020 | 2021 | 2022 | 2023 | After 2024 |
---|---|---|---|---|---|---|
Application of ESG-Based Performance Evaluation | CEO | All Executives | Key Related Executives | |||
SV/ESG Proportion in KPI | 20-30% | 10-30% | 20-70% | 0-40%* | 0-40%* | 0-40%* |
- * From 2022, SV/ESG tasks are integrated with EV tasks and strategic tasks, so the proportion is not separately categorized.
Executive Compensation
All executives' compensation is determined based on their position, responsibilities, expertise, and contributions to the company. The base salary is determined comprehensively considering these factors. Performance bonuses are awarded based on the achievement of quantifiable targets such as sales, operating profit, and pre-tax profit, as well as non-quantifiable targets such as the achievement of strategic tasks including ESG initiatives and leadership in creating management performance. The Personnel Committee under the Board of Directors reviews the individual performance and capabilities of key executives, including the CEO, and deliberates on their annual salary and performance bonuses. To align the interests of management and shareholders and ensure responsible long-term performance, the company grants stock options to executives.
Since 2021, SK Gas has transparently disclosed the individual compensation of directors and auditors who received more than 500 KRW million in the business report to ensure transparent compensation for management and directors, including the CEO.