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Objectives

The Sustainability Management Committee votes on the transparency of internal transaction and the protection of interests of shareholders while deliberating the social responsibility and ethical management of the company. As a sub-committee under the Board of Directors, it was renamed from its former title of Transparent Management Committee on March 22, 2021 by the resolution of the Board of Directors.

Composition

Five members (six in total) of the Committee are external directors and the other member is Chief Executive Officer(Ho-Sung Song)

  • Duk-Joong Kim External Director
    First Appointment Date
    March 24, 2017
    Last Appointment Date
    March 24, 2020
    Term
    3 years
    Remarks
    Chairman
  • Sang-Koo Nam External Director
    First Appointment Date
    March 22, 2013
    Last Appointment Date
    March 15, 2019
    Term
    3 years
    Remarks
    In charge of shareholder value protection
  • Cheol-Soo Han External Director
    First Appointment Date
    March 9, 2018
    Last Appointment Date
    March 22, 2021
    Term
    3 years
    Remarks
    -
  • Dong-One Kim External Director
    First Appointment Date
    March 24, 2017
    Last Appointment Date
    March 24, 2020
    Term
    3 years
    Remarks
    -
  • Wha-Sun Jho External Director
    First Appointment Date
    March 22, 2021
    Last Appointment Date
    March 22, 2021
    Term
    3 years
    Remarks
    -
  • Ho-Sung Song Internal Director
    First Appointment Date
    March 22, 2021
    Last Appointment Date
    March 22, 2021
    Term
    1 year
    Remarks
    -

* Requirements under Commercial Act: a sub-committee within the BoD shall be composed of two or more directors.

Operation

Date

Operation by Date
Date Agenda Items /
Reported Matters
Whether
approved
Remarks
27-Jan-2021 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2021)
  2. Approval of transaction limit with the largest shareholder (FY2021)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract
  5. Approval of capital increase of affiliate

Reported Matters
  1. FY2020 social outreach programs and donations
  2. Implementation of the code of ethics in FY2020 4th Quarter
  3. Operation of fair trade compliance program in FY2020 2nd Half
  4. Establishment of China Hydrogen Business Corporation
Approved -
22-Mar-2021 Agenda Items
  1. Appointment of the chairman of the Sustainability Management Committee

Reported Matters
  1. Report on safety and health plans
Approved -
22-Apr-2021 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 1th Quarter
  2. Implementation of the code of ethics in FY2021 1th Quarter
  3. ESG response and progress in 2021
Approved -
22-Jul-2021 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 1st Half
  2. Implementation of the code of ethics in FY2021 2th Quarter
  3. Operation of fair trade compliance program in FY2021 1st Half
Approved -
22-Jan-2020 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2020)
  2. Approval of transaction between directors and affiliates (FY2020)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2019 social outreach programs and donations
  2. Implementation of the code of ethics in FY2019 4th Quarter
  3. Operation of fair trade compliance program in FY2019 2nd Half
Approved -
23-Apr-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 1st Quarter
  2. Implementation of the code of ethics in FY2020 1st Quarter
  3. ESG Plan of kia in 2020
Approved -
23-Jul-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 1st Half
  2. Implementation of the code of ethics in FY2020 2nd Quarter
  3. Operation of fair trade compliance program
  4. Korea Corporate Governance Service ESG evaluation structure and response status
  5. Compliance Support System Operation Status
Approved -
26-Oct-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 3rd Quarter
  2. Implementation of the code of ethics in FY2020 3rd Quarter
  3. Smart Factory Business current Status
  4. UAM Business current Status
Approved -
30-Nov-2020 Reported Matters
  1. Approval of business plans about Purple M
  2. Change of company name and logo
- -
25-Jan-2019 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2019)
  2. Approval of transaction between directors and affiliates (FY2019)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2018 social outreach programs and donations
  2. Implementation of the code of ethics in FY2018 4th Quarter
  3. Operation of fair trade compliance program
Approved -
15-Mar-2019 Reported Matters
  1. Appointment of a member in charge of shareholder value protection
- -
25-Apr-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2019 1st Quarter
  2. Implementation of the code of ethics in FY2019 1st Quarter
Approved -
23-Jul-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2019 1st Half
  2. Implementation of the code of ethics in FY2019 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
23-Sep-2019 Agenda Items
  1. Approval of establishment of overseas joint venture
Approved -
24-Oct-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract
  3. Approval of transaction with the largest shareholder

Reported Matters
  1. Social outreach programs and donations in FY2019 3rd Half
  2. Implementation of the code of ethics in FY2019 3rd Quarter
Approved -
25-Jan-2018 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2018)
  2. Approval of transaction between directors and affiliates (FY2018)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2017 social outreach programs and donations
  2. Implementation of the code of ethics in FY2017 4th Quarter
  3. Operation of fair trade compliance program
Approved -
02-Mar-2018 Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
- -
09-Mar-2018 Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee

Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
Approved -
21-Mar-2018 Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
- -
28-Mar-2018 Agenda Items
  1. Approval of the exercise of voting rights on the spin-off merger of Hyundai Mobis
  2. Approval of the share transfer agreement of Hyundai Mobis and Hyundai Glovis after spin-off merger
  3. Approval of large internal transaction
Approved -
27-Apr-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2018 1st Quarter
  2. Implementation of the code of ethics in FY2018 1st Quarter
  3. Plan for restructuring business structure and governance of Hyundai Motor Group
Approved -
27-Jul-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2018 1st Half
  2. Implementation of the code of ethics in FY2018 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
26-Oct-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2018 social outreach programs and donations
  2. Implementation of the code of ethics in FY2018 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
26-Jan-2017 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2017)
  2. Approval of transaction between directors and affiliates (FY2017)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2016 social outreach programs and donations
  2. Implementation of the code of ethics in FY2017 4th Quarter
  3. Operation of fair trade compliance program
Approved -
17-Mar-2017 Agenda Items
  1. Approval of capital increase of Hyundai Capital Germany (HCG)
Approved -
24-Mar-2017 Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee
Approved -
27-Apr-2017 Agenda Items
  1. Approval of KMI’s new investment
  2. Approval of funding for KMI
  3. Approval of capital increase of HCCA
  4. Approval of capital increase of Beijing Hyundai Motor Co., Ltd.
  5. Approval of transaction with affiliates
  6. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2017 1st Quarter
  2. Implementation of the code of ethics in FY2017 1st Quarter
Approved -
27-Jul-2017 Agenda Items
  1. Approval of funding and payment guarantee of affiliates
  2. Approval of capital increase of affiliates
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2017 1st Half
  2. Implementation of the code of ethics in FY2017 2nd Quarter
  3. Operation of fair trade compliance program in FY2017 1st Half
Approved -
27-Oct-2017 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract
  3. Approval of transaction with the largest shareholder
  4. Approval of insurance transaction with financial affiliates

Reported Matters
  1. Social outreach programs and donations of FY2017 3rd Quarter
  2. Implementation of the code of ethics in FY2017 3rd Quarter
Approved -
Activities of the Sustainability Management Committee in 2021
Date Agenda Items / Reported Matters Whether
approved
Remarks
27-Jan-2021 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2021)
  2. Approval of transaction limit with the largest shareholder (FY2021)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract
  5. Approval of capital increase of affiliate

Reported Matters
  1. FY2020 social outreach programs and donations
  2. Implementation of the code of ethics in FY2020 4th Quarter
  3. Operation of fair trade compliance program in FY2020 2nd Half
  4. Establishment of China Hydrogen Business Corporation
Approved -
22-Mar-2021 Agenda Items
  1. Appointment of the chairman of the Sustainability Management Committee

Reported Matters
  1. Report on safety and health plans
Approved -
22-Apr-2021 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 1th Quarter
  2. Implementation of the code of ethics in FY2021 1th Quarter
  3. ESG response and progress in 2021
Approved -
22-Jul-2021 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 1st Half
  2. Implementation of the code of ethics in FY2021 2th Quarter
  3. Operation of fair trade compliance program in FY2021 1st Half
Approved -
Activities of the Sustainability Management Committee in 2020
Date Agenda Items / Reported Matters Whether
approved
Remarks
22-Jan-2020 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2020)
  2. Approval of transaction between directors and affiliates (FY2020)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2019 social outreach programs and donations
  2. Implementation of the code of ethics in FY2019 4th Quarter
  3. Operation of fair trade compliance program in FY2019 2nd Half
Approved -
23-Apr-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 1st Quarter
  2. Implementation of the code of ethics in FY2020 1st Quarter
  3. ESG Plan of kia in 2020
Approved -
23-Jul-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 1st Half
  2. Implementation of the code of ethics in FY2020 2nd Quarter
  3. Operation of fair trade compliance program
  4. Korea Corporate Governance Service ESG evaluation structure and response status
  5. Compliance Support System Operation Status
Approved -
26-Oct-2020 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2020 3rd Quarter
  2. Implementation of the code of ethics in FY2020 3rd Quarter
  3. Smart Factory Business current Status
  4. UAM Business current Status
Approved -
30-Nov-2020 Reported Matters
  1. Approval of business plans about Purple M
  2. Change of company name and logo
- -
Activities of the Sustainability Management Committee in 2019
Date Agenda Items / Reported Matters Whether
approved
Remarks
25-Jan-2019 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2019)
  2. Approval of transaction between directors and affiliates (FY2019)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2018 social outreach programs and donations
  2. Implementation of the code of ethics in FY2018 4th Quarter
  3. Operation of fair trade compliance program
Approved -
15-Mar-2019 Reported Matters
  1. Appointment of a member in charge of shareholder value protection
- -
25-Apr-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2019 1st Quarter
  2. Implementation of the code of ethics in FY2019 1st Quarter
Approved -
23-Jul-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2019 1st Half
  2. Implementation of the code of ethics in FY2019 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
23-Sep-2019 Agenda Items
  1. Approval of establishment of overseas joint venture
Approved -
24-Oct-2019 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract
  3. Approval of transaction with the largest shareholder

Reported Matters
  1. Social outreach programs and donations in FY2019 3rd Half
  2. Implementation of the code of ethics in FY2019 3rd Quarter
Approved -
Activities of the Sustainability Management Committee in 2018
Date Agenda Items / Reported Matters Whether
approved
Remarks
25-Jan-2018 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2018)
  2. Approval of transaction between directors and affiliates (FY2018)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2017 social outreach programs and donations
  2. Implementation of the code of ethics in FY2017 4th Quarter
  3. Operation of fair trade compliance program
Approved -
02-Mar-2018 Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
- -
09-Mar-2018 Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee

Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
Approved -
21-Mar-2018 Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group
- -
28-Mar-2018 Agenda Items
  1. Approval of the exercise of voting rights on the spin-off merger of Hyundai Mobis
  2. Approval of the share transfer agreement of Hyundai Mobis and Hyundai Glovis after spin-off merger
  3. Approval of large internal transaction
Approved -
27-Apr-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2018 1st Quarter
  2. Implementation of the code of ethics in FY2018 1st Quarter
  3. Plan for restructuring business structure and governance of Hyundai Motor Group
Approved -
27-Jul-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2018 1st Half
  2. Implementation of the code of ethics in FY2018 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
26-Oct-2018 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2018 social outreach programs and donations
  2. Implementation of the code of ethics in FY2018 2nd Quarter
  3. Operation of fair trade compliance program
Approved -
Activities of the Sustainability Management Committee in 2017
Date Agenda Items / Reported Matters Whether
approved
Remarks
26-Jan-2017 Agenda Items
  1. Approval of transaction limit with the largest shareholder (FY2017)
  2. Approval of transaction between directors and affiliates (FY2017)
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2016 social outreach programs and donations
  2. Implementation of the code of ethics in FY2017 4th Quarter
  3. Operation of fair trade compliance program
Approved -
17-Mar-2017 Agenda Items
  1. Approval of capital increase of Hyundai Capital Germany (HCG)
Approved -
24-Mar-2017 Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee
Approved -
27-Apr-2017 Agenda Items
  1. Approval of KMI’s new investment
  2. Approval of funding for KMI
  3. Approval of capital increase of HCCA
  4. Approval of capital increase of Beijing Hyundai Motor Co., Ltd.
  5. Approval of transaction with affiliates
  6. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2017 1st Quarter
  2. Implementation of the code of ethics in FY2017 1st Quarter
Approved -
27-Jul-2017 Agenda Items
  1. Approval of funding and payment guarantee of affiliates
  2. Approval of capital increase of affiliates
  3. Approval of transaction with affiliates
  4. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations of FY2017 1st Half
  2. Implementation of the code of ethics in FY2017 2nd Quarter
  3. Operation of fair trade compliance program in FY2017 1st Half
Approved -
27-Oct-2017 Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract
  3. Approval of transaction with the largest shareholder
  4. Approval of insurance transaction with financial affiliates

Reported Matters
  1. Social outreach programs and donations of FY2017 3rd Quarter
  2. Implementation of the code of ethics in FY2017 3rd Quarter
Approved -

Shareholder Value Protection Activities

Foreign Investor Governance NDR

NDRs are carried out to explain Kia’s governance policy and listen to the opinions of international investors.

When

The table of Shareholder Value Protection Activities
When In charge Area Investor Remarks
November 2019 Sang-Koo Nam
(external director/in charge of shareholder value protection)
Asia
(Hong Kong)
· BlackRock
· Sumitomo Mitsui Trust
· RBC Investment
· Pinebridge
-
August 2018 Sang-Koo Nam
(external director/in charge of shareholder value protection)
USA
(Boston, New York)
· Polaris Capital Management
· Boston Partners
· Atlantic Investments Management
· Archegos Capital Management
-
November 2017 Sang-Koo Nam
(external director/in charge of shareholder value protection)
UK
(London)
· Nomura Asset Management
· Edgbaston Investment Partners
· Polar Capital Partners
· M&G Investment Management
-
August 2016 Sang-Koo Nam
(external director/in charge of shareholder value protection)
Asia
(Singapore)
· Wellington Management
· Institutional Shareholder Services
· APG Asset Management
· Morgan Stanley
· GIC
-

Governance Seminar

Governance seminars by external experts are provided to directors at Kia to improve their expertise.

When

The table of Governance Seminar
When Audience Instructor Seminar subject Remarks
October 2019 All registered directors Young-Jae Ryu
(Chief Executive Officer of sustinvest)
Spread of ESG/stewardship investment and corporate response -
October 2018 All registered directors Gyeong-Seo Park
(Professor of business administration at Korea University)
Corporate governance structure of Korean companies and key issues -
October 2016 All registered directors Sang-Jo Kim
(Professor of international trade at Hansung University/Head of Solidarity for Economic Reform)
Challenges of the era of New Normal (Need for preemptive risk management) -