Sustainability Management Committee

Sustainability Management Committee

Objective

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)

Classification Name First Appointment Date Last Appointment Date Term Remarks
External directors Duk-Joong Kim March 24, 2017 March 24, 2020 3 years Chairman
Sang-Koo Nam March 22, 2013 March 15, 2019 3 years In charge of shareholder value protection
Cheol-Soo Han March 09, 2018 March 22, 2021 3 years
Dong-One Kim March 24, 2017 March 24, 2020 3 years
Wha-Sun Jho March 22, 2021 March 22, 2021 3 years
Internal Director Ho-Sung Song March 22, 2021 March 22, 2021 1 years

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

Operation

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		 Approved -
■ 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 2th Half
  4. Establishment of China Hydrogen Business Corporation		 -
22-Mar-2021 □ Agenda Items
  1. Appointment of the chairman of the Sustainability Management Committee		 Approved -
■ Reported Matters
  1. Report on safety and health plans		 -
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		 Approved -
■ 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 2th Half		 -
23-Apr-2020 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2020 1th Quarter
  2. Implementation of the code of ethics in FY2020 1th Quarter
  3. ESG Plan of kia in 2020		 -
23-Jul-2020 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2020 1st Half
  2. Implementation of the code of ethics in FY2020 2th 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		 -
26-Oct-2020 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2020 3th Quarter
  2. Implementation of the code of ethics in FY2020 3th Quarter
  3. Smart Factory Business current Status
  4. UAM Business current Status		 -
30-Nov-2020 ■ Reported Matters
  1. Approval of business plans about Purple M
  2. Change of company name and logo		 - -
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		 Approved -
■ 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		 -
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		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2019 1th Quarter
  2. Implementation of the code of ethics in FY2019 1th Quarter		 -
23-Jul-2019 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2019 1st Half
  2. Implementation of the code of ethics in FY2019 2th Quarter
  3. Operation of fair trade compliance program		 -
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		 Approved -
■ Reported Matters
  1. Social outreach programs and donations in FY2019 3th Quarter
  2. Implementation of the code of ethics in FY2019 3th Quarter		 -
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		 Approved -
■ 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		 -
2-Mar-2018 ■ Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group		 - -
9-Mar-2018 □ Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee		 Approved -
■ Reported Matters
  1. Plan for restructuring business structure and governance of Hyundai Motor Group		 -
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		 Approved -
■ 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		 -
27-Jul-2018 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ 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		 -
26-Oct-2018 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ 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		 -
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		 Approved -
■ Reported Matters
  1. FY2016 social outreach programs and donations
  2. Implementation of the code of ethics in FY2016 4th Quarter
  3. Operation of fair trade compliance program		 -
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		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2017 1st Quarter
  2. Implementation of the code of ethics in FY2017 1st Quarter		 -
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		 Approved -
■ 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		 -
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		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2017 3rd Quarter
  2. Implementation of the code of ethics in FY2017 3rd Quarter		 -
Date Agenda Items / Reported Matters Whether approved Remarks
27-Jan-2016 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. FY2015 social outreach programs and donations
  2. Implementation of the code of ethics in FY2015 4th Quarter		 -
18-Mar-2016 □ Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee		 Approved -
27-Apr-2016 □ Agenda Items
  1. Appointment of a member in charge of shareholder value protection
  2. Approval of transaction with affiliates
  3. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2016 1st Quarter
  2. Implementation of the code of ethics in FY2016 1st Quarter		 -
27-Jul-2016 □ Agenda Items
  1. Approval of transaction with the largest shareholder
  2. Approval of transaction with affiliates
  3. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2016 2nd Quarter
  2. Implementation of the code of ethics in FY2016 2nd Quarter
  3. Operation of fair trade compliance program in FY2016 1st Half		 -
27-Oct-2016 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract
  3. Approval of insurance transaction with financial affiliates		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2016 3rd Quarter
  2. Implementation of the code of ethics in FY2016 3rd Quarter
  3. Report on foreign investor interviews by the member in charge of shareholder value protection		 -
Date Agenda Items / Reported Matters Whether approved Remarks
23-Jan-2015 ■ Reported Matters
  1. Social outreach programs and donations of FY2014 4th Quarter
  2. Implementation of the code of ethics in FY2014 4th Quarter		 - -
20-Mar-2015 □ Agenda Items
  1. Appointment of the Chairman of the Transparent Management Committee
  2. Approval of transaction with affiliates
  3. Approval of financial transaction with financial affiliates by contract		 Approved -
24-Apr-2015 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2015 1st Quarter
  2. Implementation of the code of ethics in FY2015 1st Quarter		 -
24-Jul-2015 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2015 2nd Quarter
  2. Implementation of the code of ethics in FY2015 2nd Quarter		 -
23-Oct-2015 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2015 3rd Quarter
  2. Implementation of the code of ethics in FY2015 3rd Quarter		 -
22-Dec-2015 □ Agenda Items
  1. Approval of purchasing shares of affiliates
  2. Approval of insurance transaction with financial affiliates		 Approved -
Date Agenda Items / Reported Matters Whether approved Remarks
24-Jan-2014 □ Agenda Items
  1. Social outreach programs of FY2013 4th Quarter
  2. Donations of FY2013 4th Quarter
  3. Implementation of the code of ethics in FY2013 4th Quarter		 - -
21-Mar-2014 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
25-Apr-2014 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs of FY2014 1st Quarter
  2. Donations of FY2014 1st Quarter
  3. Implementation of the code of ethics in FY2014 1st Quarter		 -
25-Jul-2014 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2014 2nd Quarter
  2. Implementation of the code of ethics in FY2014 2nd Quarter		 -
24-Oct-2014 □ Agenda Items
  1. Approval of transaction with affiliates
  2. Approval of financial transaction with financial affiliates by contract		 Approved -
■ Reported Matters
  1. Social outreach programs and donations of FY2014 3rd Quarter
  2. Implementation of the code of ethics in FY2014 3rd Quarter		 -
29-Dec-2014 □ Agenda Items
  1. Approval of insurance transaction with financial affiliates
  2. Reapproval of transaction with financial affiliates		 Approved -

Shareholder Value Protection Activities

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

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

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)		 -
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Transparent Management Committee

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