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Sustainability Management Committee

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 Outside directors and the other member is Chief Executive Officer(Ho Sung Song)

  • Cheol-Soo Han External Director
    First Appointment Date
    March 9, 2018
    Last Appointment Date
    March 9, 2021
    Term
    3 years
    Remarks
    Chairman
  • Wha-Sun Jho External Director
    First Appointment Date
    March 22, 2021
    Last Appointment Date
    March 22, 2024
    Term
    3 years
    Remarks
    Chairman
  • Chyun Chan-hyuk External Director
    First Appointment Date
    March 17, 2022
    Last Appointment Date
    March 17, 2025
    Term
    3 years
    Remarks
    -
  • Shin Jae-yong External Director
    First Appointment Date
    March 17, 2022
    Last Appointment Date
    March 17, 2025
    Term
    3 years
    Remarks
    -
  • Jennifer Hyunjong Shin External Director
    First Appointment Date
    March 29, 2022
    Last Appointment Date
    March 29, 2025
    Term
    3 years
    Remarks
    -
  • Ho Sung Song Internal Director
    First Appointment Date
    March 22, 2021
    Last Appointment Date
    March 22, 2024
    Term
    3 year
    Remarks
    -

Operation

Date

Operation by Date
Date Agenda Items /
Reported Matters		 Whether
approved		 Remarks
27-Jan-2023 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2023)
  2. Approval of transaction limit with the largest shareholder (FY2023)
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2022 social outreach programs and donations
  2. Implementation of the code of ethics in FY2022 4th Quarter
  3. Operation of fair trade compliance program in FY2022 2th Half
  4. Report on safety and health plans in 2023
  5. Report on establishment plan of Guangzhou joint stock company
Approved -
15-Fed-2023 Reported Matters
  1. Report on used car certification business progress
 - -
17-Mar-2023 Agenda Items
  1. Approval of additional transaction between directors and affiliates (FY2023)
 Approved -
25-Apr-2023 Agenda Items
  1. Approval of participation in capital increase of other corporation
  2. Approval of participation in capital increase of an affiliate
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Mid- to long-term ESG strategy
  2. Social outreach programs and donations in FY2023 1th Quarter
  3. Implementation of the code of ethics in FY2023 1th Quarter
 Approved -
26-Jan-2022 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2022)
  2. Approval of transaction limit with the largest shareholder (FY2022)
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2021 social outreach programs and donations
  2. Implementation of the code of ethics in FY2021 4th Quarter
  3. Operation of fair trade compliance program in FY2021 2th Half
  4. Report on safety and health plans in 2022
 Approved -
28-Jan-2022 Agenda Items
  1. Approval of changes to internal transactions with affiliates
 Approved -
25-Fed-2022 Agenda Items
  1. Appointment of the chairman of the Sustainability Management Committee

Reported Matters
  1. 2022 Investor Day held
 Approved -
29-Mar-2022 Agenda Items
  1. Appointment of a member in charge of protection of shareholder rights
 Approved -
25-Apr-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2022 1th Quarter
  2. Implementation of the code of ethics in FY2022 1th Quarter
  3. 2022 ESG Promotion Plan
 Approved -
22-Jul-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2022 1st Half
  2. Implementation of the code of ethics in FY2022 2th Quarter
  3. Operation of fair trade compliance program in FY2022 1st Half
 Approved -
10-Aug-2022 Reported Matters
  1. Approval of investment in other corporation
  2. Approval of establishment of North American AI Lab
 - -
06-Oct-2022 Agenda Items
  1. Approval of selling the shares of an affiliate
 Approved -
17-Oct-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract
  2. Approval of transactions with the largest shareholder
  3. Approval of addition of transaction limit with the largest shareholder (FY2022)

Reported Matters
  1. Report of Quality cost in FY2022 3rd Quarter
  2. Social outreach programs and donations in FY2022 3rd Quarter
  3. Implementation of the code of ethics in FY2022 3rd Quarter
 Approved -
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 -
27-Oct-2021 Agenda Items
  1. Approval of change of transaction between directors and affiliates (FY2021)
  2. Approval of change of transaction limit with the largest shareholder (FY2021)
  3. Approval of transactions with the largest shareholder, etc.
  4. Approval of transaction with affiliates
  5. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 3rd Quarter
  2. Implementation of the code of ethics in FY2021 3rd Quarter
  3. Kia ESG Operation Status in 2021
  4. health and safety promotion status in 2021
  5. UAM business status
 Approved -
09-Dec-2021 Agenda Items
  1. Approval of investment in affiliates
  2. Approval of insider transactions with affiliates
  3. Approval of the transaction additional company between directors and the company

Reported Matters
  1. Purple M Business Status
 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 -
Activities of the Sustainability Management Committee in 2023
Date Agenda Items / Reported Matters Whether
approved		 Remarks
27-Jan-2023 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2023)
  2. Approval of transaction limit with the largest shareholder (FY2023)
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2022 social outreach programs and donations
  2. Implementation of the code of ethics in FY2022 4th Quarter
  3. Operation of fair trade compliance program in FY2022 2th Half
  4. Report on safety and health plans in 2023
  5. Report on establishment plan of Guangzhou joint stock company
Approved -
15-Fed-2023 Reported Matters
  1. Report on used car certification business progress
 - -
17-Mar-2023 Agenda Items
  1. Approval of additional transaction between directors and affiliates (FY2023)
 Approved -
25-Apr-2023 Agenda Items
  1. Approval of participation in capital increase of other corporation
  2. Approval of participation in capital increase of an affiliate
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Mid- to long-term ESG strategy
  2. Social outreach programs and donations in FY2023 1th Quarter
  3. Implementation of the code of ethics in FY2023 1th Quarter
 Approved -
Activities of the Sustainability Management Committee in 2022
Date Agenda Items / Reported Matters Whether
approved		 Remarks
26-Jan-2022 Agenda Items
  1. Approval of transaction between directors and affiliates (FY2022)
  2. Approval of transaction limit with the largest shareholder (FY2022)
  3. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. FY2021 social outreach programs and donations
  2. Implementation of the code of ethics in FY2021 4th Quarter
  3. Operation of fair trade compliance program in FY2021 2th Half
  4. Report on safety and health plans in 2022
 Approved -
28-Jan-2022 Agenda Items
  1. Approval of changes to internal transactions with affiliates
 Approved -
25-Fed-2022 Agenda Items
  1. Appointment of the chairman of the Sustainability Management Committee

Reported Matters
  1. 2022 Investor Day held
 Approved -
29-Mar-2022 Agenda Items
  1. Appointment of a member in charge of protection of shareholder rights
 Approved -
25-Apr-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2022 1th Quarter
  2. Implementation of the code of ethics in FY2022 1th Quarter
  3. 2022 ESG Promotion Plan
 Approved -
22-Jul-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2022 1st Half
  2. Implementation of the code of ethics in FY2022 2th Quarter
  3. Operation of fair trade compliance program in FY2022 1st Half
 Approved -
10-Aug-2022 Reported Matters
  1. Approval of investment in other corporation
  2. Approval of establishment of North American AI Lab
 - -
06-Oct-2022 Agenda Items
  1. Approval of selling the shares of an affiliate
 Approved -
17-Oct-2022 Agenda Items
  1. Approval of financial transaction with financial affiliates by contract
  2. Approval of transactions with the largest shareholder
  3. Approval of addition of transaction limit with the largest shareholder (FY2022)

Reported Matters
  1. Report of Quality cost in FY2022 3rd Quarter
  2. Social outreach programs and donations in FY2022 3rd Quarter
  3. Implementation of the code of ethics in FY2022 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 -
27-Oct-2021 Agenda Items
  1. Approval of change of transaction between directors and affiliates (FY2021)
  2. Approval of change of transaction limit with the largest shareholder (FY2021)
  3. Approval of transactions with the largest shareholder, etc.
  4. Approval of transaction with affiliates
  5. Approval of financial transaction with financial affiliates by contract

Reported Matters
  1. Social outreach programs and donations in FY2021 3rd Quarter
  2. Implementation of the code of ethics in FY2021 3rd Quarter
  3. Kia ESG Operation Status in 2021
  4. health and safety promotion status in 2021
  5. UAM business status
 Approved -
09-Dec-2021 Agenda Items
  1. Approval of investment in affiliates
  2. Approval of insider transactions with affiliates
  3. Approval of the transaction additional company between directors and the company

Reported Matters
  1. Purple M Business Status
 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 -

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 		-