Transparent Management Committee

Transparent Management Committee

Objective

The Transparent 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 Ethics Committee on March 18, 2016 by the resolution of the Board of Directors.

Composition

All members (five in total) of the Committee are external directors.

Classification Name First Appointment Date Last Appointment Date Term Remarks
External directors Kwi-Nam Lee March, 20, 2015 March 9, 2018 3 years Chairman
Sang-Koo Nam March 22, 2013 March 15, 2019 3 years In charge of shareholder value protection
Cheol-Soo Han March 9, 2018 March 9, 2018 3 years
Duk-Joong Kim March 24, 2017 March 24, 2017 3 years
Dong-One Kim March 24, 2017 March 24, 2017 3 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
25-Jan-2019 □ 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
-
15-Mar-2019 ■ Reported Matters
  Appointment of a member in charge of shareholder value protection
Approved -
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 Motors’ governance policy and listen to the opinions of international investors.

When In charge Area Investor Remarks
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 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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