Goto main

Governance

Board-Centric Mangement

Board Structure

Board Roles and Responsibilities
Board of Directors

SK Gas recognizes that pursuing the happiness of its employees and stakeholders simultaneously is essential for the company's sustainability and long-term growth. Thus, the board of directors is improving the governance structure to consider this aspect in decision-making processes. To this end, the company is strengthening responsible management centered on the board and discussing significant matters or issues requiring focused review through specialized committees within the board.

Please refer to the detailed content below Please refer to the detailed content below
  • Board of Directors
  • Personnel Committee
    CEO Evaluation
    Review of Executive Directors' Compensation
    ESG Committee
    Mid-to-Long-Term Growth Strategy and Management Plan from an ESG Perspective
    Review of ESG Activities and Performance
    Outside Director Candidate Recommendation Committee
    Recommendation of Outside Director Candidates
    Audit Committee
    Strengthening Independent and Professional Audit Functions
Functions and Responsibilities of the Board

SK Gas enshrines the primary functions and authorities of the board in the governance charter to practice board-centered management. The board supervises overall decision-making and execution of duties based on its inherent authority. Additionally, it advances SK's unique management philosophy embedded in the Social Value Measurement System (SVMS) and Double Bottom Line (DBL), seeking specific implementation plans.

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 directors are specified in the board regulations and governance charter. According to the Commercial Act, Outside Directors are limited to holding concurrent positions in no more than one other company to enhance their commitment. Employment in companies with conflicting interests is also restricted. Furthermore, directors are covered by liability insurance to indemnify the company and third parties for damages caused by intentional misconduct or gross negligence related to business activities or socio-economic events.

Download Governance Regulations
Board Composition
Board Composition Policy

In accordance with Article 382 of the Commercial Act, SK Gas appoints directors at the general meeting of shareholders, and the board is composed of up to eight directors as stipulated in the articles of incorporation.

To enhance the board's independence and transparency and solidify board-centered management, more than half (57%) of the board members are Outside Directors. The chairperson of the board is separated from the CEO and appointed as an Outside Director. The board operates four committees: Audit Committee, Outside Director Candidate Recommendation Committee, ESG Committee, and 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.

Check Detailed Board Competence Matrix
Board Composition Overview

(As of March 2024)

Current Board Composition
Category Name Appointment Date Term Attendance Rate Major Experience Expertise
Outside Director
(Board Chair)		 Yeon Geun Kim March 24, 2022 3 years 100%
  • Completed Ph.D. coursework in Tax Law at Korea University
  • CPA
  • Current Advisor at Kim & Chang
  • Former Commissioner of Seoul Regional Tax Office
 Accounting/Finance
Outside Director Hyun Jeong Jeon March 21, 2024 3 years 100%
  • Law major at Seoul National University
  • Completed Ph.D. coursework in Commercial Law at Seoul National University Graduate School
  • Current Partner at KCL & PARTNERS
  • Former Presiding Judge at Seoul Central District Court
 Law
Ju Kyeong Park March 23, 2023 3 years 100%
  • Master’s from Korea National Defense University
  • Current Guest Researcher at Korea Institute of Science and Technology Information
  • Current Distinguished Professor at Seoul Digital University
  • Former Deputy Chief of Staff at Army Headquarters
  • Former Head of Vaccine Transport Support Headquarters at Korea Disease Control and Prevention Agency
  • Former Guest Researcher at Korea Institute for Defense Analyses
 Safety/Security
Yang Hoon Son Mach 21, 2024 3 years 100%
  • Economics major at Yonsei University
  • Master’s in Economics from Yonsei University Graduate School
  • Ph.D. in Economics from the University of Florida
  • Former Professor at Incheon University’s Department of Economics
  • Former 10th President of the Korea Energy Economics Institute
 Energy
Inside Director Chang Won Chey March 23, 2023 3 years 92.3%
  • Psychology major at Seoul National University
  • Current Vice Chairman and CEO of SK Discovery
  • Current Vice Chairman of SK Research Institute of SUPEX Management
 Corporate Management
Byung Suk Yoon March 24, 2022 3 years 100%
  • Chemical Engineering major at Seoul National University
  • Master’s in Chemical Engineering from Seoul National University
  • MBA from the University of Michigan
  • Current President and CEO of SK Gas
  • Former Head of Solution & Trading at SK Gas
  • Former Partner at Boston Consulting Group’s Seoul Office
 Corporate Management
Other Non-Executive Director Kwang Hyun Jeon March 23, 2023 3 years 100%
  • Business Administration major at Korea University
  • Current CEO of SK Discovery and Non-Executive Director of SK Chemicals
  • Former CEO of SK Chemicals
  • Former CEO of Global Business at SK ecoplant
 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 the "Guidelines on Board Expertise and Diversity," SK Gas prioritizes recommending and appointing Outside Directors with expertise in areas such as law, IT, and accounting/finance. To reflect the demands of various stakeholders in management, the board pursues diversity in race, gender, age, nationality, education, religion, disability, and political orientation. As of 2023, one female Outside Director is serving on the board. SK Gas will continue to ensure that directors' qualities and competencies contribute to the company's long-term performance and development.

Board Independence, Expertise, and Diversity

(As of May 2024)

Board Independence, Professionalism, and Diversity (2021-2024)
Category Unit 2021 2022 2023 2024
Independence Percentage of outside directors on the board % 57.1 57.1 57.1 57.1
CEO and board chair separation Separated Separated Separated Separated
Limitation on other positions positions 1 1 1 1
Expertise Directors with industry experience % 42.85 42.85 42.85 57.14
Financial experts persons 2 2 2 2
Diversity Board diversity policy establishment Established Established Established Established
Female Directors % 14.3 14.3 14.3 14.3
Efficiency Average term years 5.3 6.3 5.6 4.7
Attendance rate % 97.8 96.8 96.7 100
Download Board Expertise and Diversity Guidelines
Board Competency Matrix
Board Competence Matrix
Competence Category Chang Won Chey Byung Suk Yoon Kwang Hyun Jeon Yeon Geun Kim Hyun Jeong Jeon Ju Kyeong Park Yang Hoon Son Percentage
Leadership ● ● ● ● ● ● 86%
Business Development/Strategy ● ● ● ● 57%
Finance/Accounting/Risk ● ● ● ● 57%
Legal/Regulatory ● ● ● 43%
ESG ● ● ● ● ● ● ● 100%
Core Industry (Energy/Chemicals/Power) ● ● ● ● 57%
Global ● ● ● ● 57%
M&A/Capital Markets ● ● ● ● ● 71%
Supply Chain/Security (Including IT) ● ● ● 43%
Board Activities Term ‘23~’26 ‘22~’25 ‘23~’26 ‘22~’25 ’24~’27 ‘23~’26 ‘24~’27 -
Affiliated Committees - ESG HR Chair, Personnel, Audit, Outside Director Candidate Recommendation Audit, Outside Director Candidate Recommendation, ESG Outside Director Candidate Recommendation, Audit, Personnel Outside Director Candidate Recommendation, ESG -
Independence & Diversity Independence ○ ○ ○ ○ 57%
Diversity Age 59 58 59 63 57 60 65 Average: 60
Gender Male Male Male Male Female Male Male Female 14%

Board Activities and Evaluation

Board Activities
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.

Check the Status of Outside Director Education Check the Status of Audit Committee Education
Board Committees Operation

To enhance the expertise and efficiency of the Board of Directors, SK Gas has established and operates specialized 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.

Main Functions, Composition, and Related Regulations of Each Committee
Committee Composition Main Functions Related Regulations
Outside Director Nomination Committee
  • All Outside Directors (4 members)
  • 1.Recommend candidates for Outside Directors to be appointed at the general shareholders' meeting
  • 2.Other necessary matters for recommending Outside Director candidates and matters delegated by the Board
 Corporate Governance Charter Outside Director Nomination Committee Regulations
Audit Committee
  • All Outside Directors (including financial experts)
  1. 1. Supervision of directors' and management's activities
  2. 2. Authority to:
    • Request convening of the Board/extraordinary shareholders' meeting
    • Request suspension of illegal activities by directors
    • Request business reports from directors
    • Represent the company in lawsuits involving directors
    • Request appointment/dismissal of external auditors and receive/report on the status of internal accounting management system
    • Review annual internal audit plans/results
    • Approve transactions between related parties as stipulated by the Fair Trade Commission/Commercial Act
    • Other matters stipulated by law/Articles of Incorporation/Board regulations and delegated by the Board
  3. 3. Other obligations as stipulated by the Articles of Incorporation/Audit Committee regulations
 Articles of Incorporation Corporate Governance Charter Audit Committee Regulations
ESG Committee
  • 2 Outside Directors
  • 1 internal director
  • 1.Provide advice and review ESG-based management for sustainable growth
  • 2.Authority (The Board considers the committee's review results and opinions but is not bound by them):
    • Establish and amend annual business plans
    • Develop mid-to-long-term strategic direction and business plans
    • Approve major ESG plans and activities
    • Make significant investment decisions
    • Other matters requiring committee review and delegated by the Board
 Corporate Governance Charter ESG Committee Regulations
Personnel Committee
  • 2 Outside Directors
  • 1 non-executive director
  • 1.Pre-review the following matters and report the results and opinions to the Board (The Board considers the committee's review results and opinions but is not bound by them):
    • Evaluation and proposal for retention/dismissal/appointment of the CEO
    • Recommendation of CEO candidates
    • Review appropriateness of individual remuneration for internal directors

    ※ Internal directors do not participate in discussions of their own related agenda items

  • 2.Receive reports on the following matters:
    • Evaluation and individual remuneration determination for key executives
    • Other matters delegated by the Board
 Corporate Governance Charter HR Committee Regulations

Reference Date: 2024-03-21

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
2024 Outside Director Nomination Committee Activities
Chair Hyun Jeong Jeon
Composition 4 Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon, Ju Kyeong Park, Yang Hoon Son)
Meeting Schedule Held as needed when agenda arises
2024 Main Activities
Category Date Details
Main Activities 2024-02-27
[Resolution]
1. Recommendation of Outside Director candidates
2. Recommendation of Outside Director candidates for Audit Committee
2023 Outside Director Nomination Committee Activities
Chair Hyun Jeong Jeon
Composition 3 Outside Directors (Hyun Jeong Jeon, Yeon Geun Kim, Sang-gu Lee)
Meeting Schedule Held as needed when agenda arises
2023 Main Activities
Category Date Details
Main Activities 2023-02-28
[Resolution]
1. Recommendation of Outside Director candidates
2023-12-19
[Report]
1. Discussion on Outside Director candidates
2022 Outside Director Nomination Committee Activities
Chair Jung Jong-ho
Composition 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim)
Meeting Schedule Held as needed when agenda arises
2022 Main Activities
Category Date Details
Main Activities 2022-02-28
[Resolution]
1. Recommendation of Outside Director candidates
2022-12-15
[Report]
1. Discussion on Outside Director candidates
2021 Outside Director Nomination Committee Activities
Chair Jung Jong-ho *Appointed as Chair on 2021.03.04
Composition 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim)
Role Recommendation of Outside Director candidates
2021 Main Activities
Category Date Details
Main Activities 2021-03-04
[Resolution]
1. Appointment of the Chair of the Outside Director Nomination Committee
2. Recommendation of Outside Director candidates
3. Recommendation of Outside Director candidates for Audit Committee
2021-05-07
[Resolution]
1. Recommendation of Outside Director candidates for Audit Committee
2020 Outside Director Nomination Committee Activities
Chair Byung Suk Yoon (Until 2020.03.27) *Chair vacant from 2020.03.27 to 2021.03.04
Composition 3 Outside Directors (Jong-ho Jung, Sang-gu Lee, Yeon-geun Kim)
Role Recommendation of Outside Director candidates
2020 Main Activities
Category Date Details
Main Activities 2020-03-03
[Resolution]
1. Appointment of the Chair of the Outside Director Nomination Committee
2. Recommendation of Outside Director candidates
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
2024 Main Activities
Chair Yeon Geun Kim
Composition 3 Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon, Ju-kyung Park)
2024 Main Activities
Category Date Details
Main Activities 2024-02-22
[Resolution]
1. Pre-approval of non-audit services by the external auditor
[Report]
1. Operational status of the internal control over financial reporting for 2023
2. Audit results for the 2023 fiscal year by the external auditor
2024-02-27
[Resolution]
1. Finalization of the Audit Committee’s audit report
2. Finalization of opinions on the agenda and documents for the 39th Annual General Meeting of Shareholders
3. Finalization of the evaluation report on the operational status of the internal control over financial reporting for 2023
[Report]
1. 2023 results and 2024 plans for internal audits, anti-corruption, and ethical management
2024-03-21
[Resolution]
1. Approval of Power Purchase Agreements (PPAs) contract for direct renewable energy transactions
2. Approval of the Q2 2024 transaction with Ulsan GPS
2023 Main Activities
Chair Yeon Geun Kim
Composition 3 Outside Directors (Yeon Geun Kim, Hyun-jeong Jeon, Ju-kyung Park)
2023 Main Activities
Category Date Details
Main Activities 2023-02-07
[Report]
1. Interim report on the 2022 year-end audit and internal accounting audit results
2023-02-24
[Report]
1. 2022 internal accounting management system operation status
2. 2022 internal audit and ethical management performance and 2023 plan
3. Implementation plan for management diagnosis results by JaeKyungDan
4. 2022 fiscal year audit results by external auditor
2023-02-28
[Resolution]
1. Finalization of the audit report by the chair of the audit committee
2. Finalization of the investigation opinion on the agenda and documents for the 38th regular shareholders' meeting
3. Finalization of the 2022 internal accounting management system operation status evaluation report
2023-03-23
[Resolution]
1. Pre-approval of non-audit services provided by the auditor
2023-04-21
[Resolution]
1. Approval of changes to the agreement on joint coal supply events
[Report]
1. Post-evaluation of the auditor's audit fee, audit time, and audit personnel
2023-05-18
[Report]
1. Provision of PCG (Parent Company Guarantee) to SKGI
2. Signing of SKMU terminal/regulator station usage contract
3. Provision of PCG (Parent Company Guarantee) to SKGT
2023-06-20
[Report]
1. Interim report on 2023 first-half audit performance
2. Report on internal accounting operation status check plan
2023-07-20
[Report]
1. Report on internal audit history
2023-09-13
[Resolution]
1. Approval of investment in Lotte SK Eneroot
[Report]
1. Report on audit plan
2023-10-26
[Resolution]
1. Pre-approval of non-audit services provided by the auditor
[Report]
1. Report on implementation audit plan for management diagnosis by JaeKyungDan
2023-11-27
[Report]
1. Results of the 2023 ethical management level measurement
2. Results of the 2023 leader's role model inspection
2023-12-06
[Resolution]
1. Approval of joint investment contract and investment for US ESS business
2023-12-19
[Resolution]
1. Renewal of SK brand contract
2. Setting of total transaction amount for affiliated companies in 2024
[Report]
1. Progress report on 2023 internal accounting management evaluation
2. Interim report on year-end audit and internal accounting management system audit performance
2022 Main Activities
Chair Yeon Geun Kim
Composition 3 Outside Directors (Yeon Geun Kim, Jong-ho Jung, Kwang-joon Kim)
2022 Main Activities
Category Date Details
Main Activities 2022-02-08
[Resolution]
1. Provision of payment guarantee for public bonds issued by Ulsan GPS Co., Ltd.
2022-02-25
[Report]
1. 2021 internal accounting management system operation status
2. 2021 internal audit and ethical management performance and 2022 plan
3. 2021 fiscal year audit results by external auditor
2022-02-28
[Resolution]
1. Designation of acting chair of the Audit Committee
2. Finalization of the audit report by the Audit Committee
3. Finalization of the investigation opinion on the agenda and documents for the 37th regular shareholders' meeting
4. Finalization of the 2021 internal accounting management system operation status evaluation report
2022-03-24
[Resolution]
1. Appointment of the chair of the Audit Committee
2022-04-21
[Report]
1. Post-evaluation of the auditor's audit fee, audit time, and audit personnel
2. Approval of investment in Ulsan GPS Co., Ltd.
2022-05-19
[Resolution]
1. Shareholder agreement related to Ulsan GPS PF
[Report]
1. Report on 2022 internal accounting management operation status check plan
2022-06-09
[Resolution]
1. Provision of payment guarantee for public bonds issued by Ulsan GPS Co., Ltd.
2. Provision of PCG (Parent Company Guarantee)
2022-06-16
[Resolution]
1. Investment in SKGI for APOC Commercial Financing
2022-07-21
[Resolution]
1. Signing of LPG supply contract
2. Provision of PCG (Parent Company Guarantee)
[Report]
1. Report on audit plan
2022-09-15
[Resolution]
1. Setting of total transaction amount for affiliated companies in 2023
2. Signing of construction contract for the second phase of the second site at Ulsan New Port's hinterland
[Report]
1. Report on the progress of 2023 audit contract
2. Report on the progress of 2022 internal accounting management evaluation
3. Report on key audit matters and year-end audit plan
2022-12-15
[Resolution]
1. Setting of total transaction amount for affiliated companies in 2023
2. Signing of construction contract for the second phase of the second site at Ulsan New Port's hinterland
[Report]
1. Report on the progress of 2023 audit contract
2. Report on the progress of 2022 internal accounting management evaluation
3. Report on key audit matters and year-end audit plan
2021 Key Activities
Chairman Yeon Geun Kim
Composition Three Outside Directors (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)
2021 Key Activities
Category Date Details
Major Activities 2021-02-25
[Resolution]
1. Approval of 2020 and 2021 hourly compensation for external auditors
[Report]
1. 2020 internal accounting management system operations
2. Results of the 2020 fiscal year external audit
3. 2020 internal audit and ethics management performance and 2021 plans
2021-03-04
[Resolution]
1. Designation of acting audit committee chair
2. Confirmation of the audit committee's audit report
3. Confirmation of investigation opinions on the agenda and documents for the 36th regular shareholders' meeting
4. Confirmation of the 2020 internal accounting management system operation evaluation report
5. Approval of coal supply agreement and confirmation letter
5-1. Approval of the joint coal supply event agreement
5-2. Approval of the submission of the coal supply contract implementation confirmation letter
6. Approval of investment in Ulsan GPS
2021-04-16
[Resolution]
1. Appointment of the audit committee chair
2021-05-07
[Resolution]
1. Designation of acting audit committee chair
2. Confirmation of investigation opinions on the agenda and documents for the first extraordinary shareholders' meeting of 2021
2021-06-28
[Report]
1. Internal accounting management operations inspection plan
2021-07-16
[Resolution]
1. Approval of investment in Ulsan GPS
2021-09-17
[Resolution]
1. Approval of amendments to sales contracts including Ulsan GPS
2021-10-25
[Resolution]
1. Approval of 2021 transaction limit increase for affiliates
2. Application for reappointment to align external auditors of parent and subsidiary companies
2021-11-29
[Report]
1. Report on the progress of the internal accounting management evaluation
2. Report from the external auditor
2021-12-17
[Resolution]
1. Setting the 2022 transaction volume for affiliates
2. Setting the audit fee and audit hours for external auditors
3. Approval of investment in Ulsan GPS
2021-12-21
[Resolution]
1. Disposal of shares in other companies
2020 Key Activities
Chairman Gwang-jun Kim
Composition Three Outside Directors (Gwang-jun Kim, Jong-ho Jung, Yeon-keun Kim)
2020 Key Activities
Category Date Details
Major Activities 2020-02-26
[Report]
1. 2019 internal accounting management operations
2. 2019 internal audit and ethics management performance and 2020 plans
2020-03-03
[Resolution]
1. Confirmation of the audit committee's audit report
2. Confirmation of investigation opinions on the agenda and documents for the 35th regular shareholders' meeting
3. Confirmation of the 2019 internal accounting management system operation evaluation report
2020-03-23
[Resolution]
1. Designation of acting audit committee chair
2020-03-27
[Resolution]
1. Investment in SKGI for participation in the Saudi PDH·PP project
2. Approval of the Ulsan LNG terminal tripartite utilization agreement
2020-04-24
[Resolution]
1. Participation in SK D&D's capital increase
2020-05-07
[Resolution]
1. Approval of the contract for the second storage tank at the Ulsan LNG terminal and the tripartite utilization agreement
2020-05-28
[Report]
1. Internal accounting management operations inspection plan
2020-08-27
[Resolution]
1. Approval of investment and investment agreement for Korea Energy Terminal's #2 LNG tank expansion project
2020-11-20
[Resolution]
1. Changes to SK Energy's hydrogen production LPG supply contract
[Report]
1. Progress report on the 2020 internal accounting management evaluation
2020-12-18
[Resolution]
1. Setting the 2021 transaction volume for affiliates
2. Contribution to the internal labor welfare fund
3. Renewal of the SK brand contract
2019 Key Activities
Chairman Gwang-jun Kim
Composition Three Outside Directors (Gwang-jun Kim, Jong-ho Jung, Yeon-keun Kim)
2019 Key Activities
Category Date Details
Major Activities 2019-02-08
[Resolution]
1. Revision of internal accounting management regulations
[Report]
1. 2018 internal accounting management system operations
2019-03-05
[Resolution]
1. Confirmation of the audit committee's audit report
2. Confirmation of investigation opinions on the agenda and documents for the 34th regular shareholders' meeting
3. Confirmation of the 2018 internal accounting management system operation evaluation report
2019-05-22
[Report]
1. Internal accounting management operations inspection plan
2. 2019 internal audit and ethics management plan
2019-06-26
[Resolution]
1. Approval of LPG supply contract
2019-09-19
[Resolution]
1. Approval and delegation of the loan limit for Ulsan GPS
2019-10-22
[Resolution]
1. Investment in Dangjin Eco Power
[Report]
1. Progress report on the external audit of internal accounting management
2019-12-27
[Resolution]
1. Approval and delegation of the investment limit for Ulsan GPS
2. Setting the 2020 transaction volume for affiliates
ESG Committee Activities
2024 ESG Committee Activities
Chairperson Hyun Jeong Jeon
Composition Two Outside Directors (Hyun Jeong Jeon, Yang Hoon Son), one inside director (Byung Suk Yoon)
Meeting Schedule Regular meetings - biannually; Ad-hoc meetings - as needed
2024 ESG Committee Key Activities
Category Date Details
Key Activities 2024-02-06
[Review]
1. Report on 2023 Business Performance and 2024 Business Plan
2024-03-05
[Review]
1. Report on Power Purchase Agreements (PPAs) Implementation and Response Plan
2024-03-20
[Review]
1. Report on Power Purchase Agreements (PPAs) contract signing
2. Report on Jigwanseoga (Pyeongtaek) establishment plan
2023 ESG Committee Activities
Chairperson Hyun Jeong Jeon
Composition Two Outside Directors (Hyun Jeong Jeon, Ju Kyeong Park) one inside director (Byung Suk Yoon)
Meeting Schedule Regular meetings - biannually; Ad-hoc meetings - as needed
2023 ESG Committee Key Activities
Category Date Details
Key Activities 2023-01-19
[Review]
1. Report on 2022 Business Performance and 2023 Business Plan
2023-02-24
[Review]
1. Contract for Construction of Bugo Yongyeon Fuel Supply Facility (GPS Pressure Station)
2023-03-21
[Report]
1. Execution of Donations for Energy Vulnerable Groups
2. Progress of Power Purchase Agreements (PPAs) and MOU Signing
2023-04-19
[Resolution]
1. Election of Committee Chair
[Report]
1. Execution of Donations for Jigwanseoga
2. Report on SV Measurement Results
3. MSCI Response Plan
2023-06-20
[Review]
1. Report on ESG Materiality Review Results and Sustainability Report Publication Plan
2. Report on CDP Evaluation Response Plan
2023-09-12
[Review]
1. Report on Human Rights Impact Assessment Results and Human Rights Management System Improvement Plan
2. Report on Investment in Lotte SK EnRoute
2023-10-25
[Review]
1. Report on KD Eco Hub Natural Gas Pipeline Transfer Contract
2. Report on Donation to Platon Academy
3. Report on Introduction of Internal Carbon Pricing System
2023-12-21
[Review]
1. Report on 2023 Key ESG Achievements and 2024 Plans
2. Report on Human Rights Impact Assessment Project Results and Human Rights Management Report
2022 ESG Committee Activities
Chairperson Yeon Geun Kim
Composition Two Outside Directors (Yeon Geun Kim, Hyun Jeong Jeon) one inside director (Byung Suk Yoon)
Meeting Schedule Regular meetings - biannually; Ad-hoc meetings - as needed
2022 ESG Committee Key Activities
Category Date Details
Key Activities 2022-01-14
[Review]
1. Review of 2022 Business Plan
2022-06-16
[Report]
1. Election of ESG Committee Chair
2. Sale of Eurasia Tunnel Shares (SPA Review)
2022-07-20
[Report]
1. Report on ESG Master Plan Progress
2. Establishment of Jigwanseoga
3. Publication of 2022 Sustainability Report
4. CDP (Carbon Disclosure Project) Response
2022-11-23
[Review]
1. Report on 2022 Key ESG Task Progress and 2023 Plans
2. Report on Climate Change Response Project Results and TCFD Report
3. Human Rights Management Improvement Plan
4. Establishment of Daesan LPG JV
2021 ESG Committee Activities
Chairperson Yeon Geun Kim
Composition Two Outside Directors (Yeon Geun Kim, Hyunjung Jun) one inside director (Byung Suk Yoon)
Meeting Schedule Regular meetings - biannually; Ad-hoc meetings - as needed
2021 ESG Committee Key Activities
Category Date Details
Key Activities 2021-03-30
[Report]
1. 2021 Q1 SV Implementation Results and Plans *sustainability management Committee Chair: Lee Sang-goo, Composition: Two Outside Directors (Lee Sang-goo, Yeon Geun Kim) one inside director (Haewon Lee)
2021-11-24
[Resolution]
1. Election of ESG Committee Chair
[Report]
1. Company-wide Mid- to Long-term Strategy and ESG Master Plan
2021-12-19
[Resolution]
1. Review of Asset Securitization Plan
[Report]
1. ESG Master Plan
2020 ESG Committee Activities
Chairperson Sang Goo Lee
Composition Two Outside Directors (Sang Goo Lee, Yeon Geun Kim) one inside director (Haewon Lee)
2020 ESG Committee Key Activities
Category Date Details
Key Activities 2020-04-16
[Resolution]
1. Election of sustainability management Committee Chair
[Report]
1. 2019 SV Creation Results
2. Draft of 2019 Sustainability Report
3. 2020 CSR Strategy Framework and Business Plan
2020-08-13
[Report]
1. ISO 14001 Certification Progress
2. CSR Project Plans for Ecological Protection
3. Progress of Social Enterprise Collaboration
2020-12-24
[Report]
1. 2020 SV Activities Review and 2021 Plans
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
2024 Personnel Committee Activities
Chairperson Yeon Geun Kim
Composition Two Outside Directors (Yeon Geun Kim, Ju Kyeong Park), one non-executive director (Kwang Hyun Jeon)
Meeting Schedule Regular meetings - three times a year; Ad-hoc meetings - as needed
2024 Personnel Committee Key Activities
Category Date Details
Key Activities 2024-01-19
[Report]
1. Key executive remuneration
[Review]
1. Internal director remuneration
2. CEO KPIs
2024-02-26
[Review]
1. Granting of stock options
2. Revision of executive severance pay regulations
2023 Personnel Committee Activities
Chairperson Yeon Geun Kim
Composition Two Outside Directors (Yeon Geun Kim, Sang Goo Lee), one non-executive director (Kwang Hyun Jeon)
Meeting Schedule Regular meetings - three times a year; Ad-hoc meetings - as needed
2023 Personnel Committee Key Activities
Category Date Details
Key Activities 2023-02-01
[Review and Report]
1. Key executive remuneration (Report)
2. 2023 CEO KPIs (Review)
3. Individual internal director remuneration (Review)
2023-07-18
[Review and Report]
1. CEO H1 Performance Review
2. Key executive H1 Performance Review
2023-10-25
[Review]
1. Review of CEO Compensation Structure
2023-11-23
[Review and Report]
1. Key executive evaluation report
2. CEO evaluation review
3. Review of CEO reappointment
  • (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.
2022 Personnel Committee Activities
Chairperson Jong Ho Jung
Composition Two Outside Directors (Jong-ho Jung, Sang-goo Lee), one non-executive director (Jae-hyun Ahn)
Meeting Schedule Regular meetings - three times a year; Ad-hoc meetings - as needed
2022 Personnel Committee Key Activities
Category Date Details
Key Activities 2022-01-14
[Review and Report]
1. 2022 CEO KPIs (Review)
2. Individual internal director remuneration (Review)
3. 2022 Director remuneration cap (Review)
4. Key executive remuneration (Report)
2022-02-25
[Review]
1. Granting of stock options
2022-07-19
[Review and Report]
1. Key executive H1 Performance Review (Report)
2. CEO H1 Performance Review (Review)
2022-11-17
[Review and Report]
1. Key executive evaluation (Report)
2. CEO evaluation (Review)
2022-12-21
[Review and Report]
1. Review of CEO reappointment (Review)
2021 Personnel Committee Activities
Chairperson Jong Ho Jung
Composition Two Outside Directors (Jong-ho Jung, Sang-goo Lee), one inside director (Byung Suk Yoon)
Meeting Schedule Regular meetings - three times a year; Ad-hoc meetings - as needed
2021 Personnel Committee Key Activities
Category Date Details
Key Activities 2021-09-17
[Resolution]
1. Election of Personnel Committee Chair
[Report]
1. Key executive roles and performance/competency review
2021-11-15
[Review and Report]
1. Key executive evaluation (Report)
1. CEO evaluation (Review)
2021-12-17
[Review]
1. Review of CEO reappointment (Review)
Board Evaluation and Compensation
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
Details in the below text Details in the below text
  1. Confirm evaluation questions, schedule, and method (Board Secretariat)
  2. Pre-explanation and guidance on board evaluation
  3. Implementation of board and committee evaluations
  4. Compilation of results and identification of improvement areas
  5. Disclosure of results and implementation of improvement activities
2023 Board Activities Evaluation Results
2023 Board Activities Evaluation Results: Board Composition, Roles, Responsibilities, Operations
Overall Score
(Out of 5)		 Board Composition Board Roles Board Responsibilities Board Operations Committee
Composition/Roles/Operations
4.99 5 4.95 5 5 5
  • Note: The company conducts self-evaluations of board activities during the report preparation period (2023) to enhance the independence and transparency of the board and its management. This evaluation is conducted exclusively by the four Outside Directors.
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)

Director Compensation Status (2020-2023)
Category 2020 2021 2022 2023
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 3,851 1,284 3 5,050 1,683 3 5,121 1,707 3 4,941 1,647
Outside Directors on Audit Committee 3 216 72 3 234 78 3 293 98 3 325 108
Auditors - - - - - - - - - - - -
CEO Compensation Ratio Compared to Employees
CEO Compensation Ratio Compared to Employees
Category Unit Amount
CEO Compensation (A) KRW million 2,841
Average Employee Compensation (B) KRW million 118
Median Employee Compensation (C) KRW million 104
CEO to Average Employee Compensation Ratio (A/B) Times 24
CEO to Median Employee Compensation Ratio (A/C) Times 27.3
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
SV/ESG-Based Performance Evaluation Goals (2019-2025)
Road-map 2019 2020 2021 2022 2023 2024 2025
Application of ESG-Based Performance Evaluation CEO All Executives All Executives All Executives All Executives Key Related Executives Key Related Executives
SV/ESG Proportion in KPI 20-30% 10-30% 20-70% 0-40%* 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.