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Board of Directors

Board of Directors

Following the launch of the holding company, LG Corp., LG Electronics operates under an advanced corporate governance structure that comprises a professional administrator and a Board of Directors. This structure helps us deploy more transparent, value-creating management activities that help increase corporate and shareholder value.

Management System

When LG Electronics removed the Circulating Investment Structure of its affiliated companies (through the launch of a holding company system), this enabled the holding company to take full charge of investments. Consequently, LG Electronics has been able to focus on its own businesses while increasing the overall value of the Company. This corporate governance structure has laid the groundwork for increasing managerial transparency. Through a responsible management system comprising of the CEO of LG Electronics and a Board of Directors, we are taking huge steps in strengthening our competitiveness at both the domestic and international level, in order to maximize corporate and shareholder value.

Board of Directors

LG Electronics' Board of Directors maintains independence from its management and major shareholders. Currently, the Board has a total of seven directors, four of whom are outside directors. To ensure that external directors are appointed fairly and independently, the "External Director Recommendation Committee," comprised of one in-house director and one external director, nominates external directors following close examination of their qualifications. These outside directors are then voted on at the next shareholders' meeting.

Committees

The BOD is supported by three Board Committees. They are the Audit Committee, the Outside Director Candidate Recommendation Committee and the Management Committee. The Audit Committee consists of three Outside Directors, and is responsible for examining corporate financial records and accounting to ensure compliance with the accounting laws and transparency. The Management Committee reviews and determines the agendas delegated by the BOD and ordinary management activities. In 2010, the Management Committee reviewed a total of 52 agendas.

Evaluation and Compensation

Compensation for the BOD members is made within regulations pertaining to BOD compensation that has been approved at the General Shareholder's Meeting. The evaluation of management and executives of LGE is held annually. Top management and executives are evaluated to determine whether they have set and achieved challenging goals, whether their job objectives composed of quantitative and non-quantitative factors were achieved, as well as their capability through fair and objective process, and appropriate compensation corresponding to the outcome of the evaluation is determined.

Director

Bon-Joon Koo


Bon-Joon Koo

Representative Director / CEO, LG Electronics (Vice Chairman), Inside Director

View Biography

David Jung


David Jung

Representative Director / CFO, LG Electronics (President), Inside Director

Yu-Sig Kang


Yu-Sig Kang

Vice Chairman of LG Management Development Institute, Non-executive Director

Sang-Hee Kim


Sang-Hee Kim

Lawyer, Outside Director

Chang-Woo Lee


Chang-Woo Lee

Professor Seoul National University Outside Director

Kyu-Min Lee


Kyu-Min Lee

Advisor SK Research Institute for Super Management Outside Director


Chong-Nam Chu

Professor Seoul National University Outside Director

Audit Committee

To ensure complete independence from the company’s management and major shareholders, the Audit Committee is composed of three outside directors. The Committee's role is to examine various financial reports and enhance managerial transparency and fairness as supervisors. In addition, the committee members approve the appointment of outside auditors only after careful review of the candidates' professionalism, independence, reputation, capability, ability to audit international businesses, as well as possibilities of conflict of interest associated with the Company.

Chang-Woo Lee


Chang-Woo Lee

Professor Seoul National University Outside Director

Kyu-Min Lee


Kyu-Min Lee

Advisor SK Research Institute for Super Management Outside Director

Sang-Hee Kim


Sang-Hee Kim

Lawyer, Outside Director

MATTERS TO BE REFERRED TO THE BOARD

① THE FOLLOWING MATTERS SHALL BE REFERRED TO THE BOARD:

1. Matters to be resolved by the Board pursuant to the Korean Commercial Code and the Article of Incorporation

  • (1) Convening of the meeting of the shareholders
  • (2) Approval of the business report
  • (3) Prior approval of the financial statement
  • (4) The appointment and termination of the representative director
  • (5) The appointment and termination of the manager
  • (6) Establishment, transfer and closure of a branch office
  • (7) Terms of the new issuance of shares, treatment of forfeited stocks and broken-lot stocks
  • (8) New issuance of shares by way of a general public offering of shares
  • (9) Invitation of subscriptions for corporate bonds [Deleted on June 15, 2004; Newly adopted on March 19, 2010]
  • (10) Terms of the issuance of convertible bonds
  • (11) Terms of the issuance of preemptive rights bonds
  • (12) Assignability of preemptive rights
  • (13) Capital transfer of reserves
  • (14) Approval of transaction between the Company and a Director, etc. [Amended on April 27, 2012]
  • (15) Approval of a Director’s right to conduct competitive business, exercise of intervention rights
  • (16) Establishing, operating and dissolving committees and the appointment and termination of committee members [Amended on June 15, 2004]
  • (17) Adopting, amending and abolishing committee bylaws
  • (18) Resolution on matters that have been resolved by the committees, excluding such matters that have been resolved by the Audit Committee [Amended on March 19, 2010]
  • (19) Determination of simplified merger, simplified merger after division, small-scale merger and small-scale merger after division [Amended on June 15, 2004]
  • (20) Reporting of merger and consolidation [Newly adopted on June 15, 2004]
  • (21) Revocation of stock option grants
  • (22) Determination of interim dividend
  • (23) Designation of transfer agent
  • (24) Determination of closure period of register of shareholders and record date [Amended on June 15, 2004]
  • (25) Retirement of shares
  • (26) Approval of director’s usurpation of corporate opportunity and assets [Newly adopted on April 27, 2012]
  • (27) Establishment, amendment and abolition of compliance standards [Newly adopted on April 27, 2012]
  • (28) Appointment and dismissal of compliance officer [Newly adopted on April 27, 2012]


2. Matters to be submitted to the meeting of shareholders.

  • (1) Sale of all or a major portion of the business of the Company
  • (2) Lease of all of the business of the Company or the delegation of management, entering into a contract that ties the profit and loss of the Company with a third party, or entering into, amending or terminating such other equivalent contracts
  • (3) Acquisition of all or part of a business that materially affects the business of the Company [Amended on June 15, 2004; April 27, 2012]
  • (4) Stock dividends
  • (5) Reduction in capital
  • (6) Amendment to the Articles of Incorporation
  • (7) The appointment and termination of a Director or an Audit Committee member
  • (8) Compensation of a Director
  • (9) Granting of stock options
  • (10) Dissolution, merger, division, merger after division, continuation of the Company
  • (11) Issuance of shares below par value
  • (12) Release of liability of the Directors vis-à-vis the Company
  • (13) Reporting of transactions with the Company’s largest shareholder (including its specially related person) and the specially related person in accordance with Section 542-9 of the Korean Commercial Code [Newly adopted on June 15, 2004; Amended on March 19, 2010]
  • (14) Any other matters to be submitted to the meeting of shareholders by statute or pursuant to the Articles of Incorporation


3. Important Matters Concerning Financial Condition [Amended on June 15, 2004; April 27, 2012]

  • (1) The provision of guarantee, collateral, the acquisition and disposition of business or assets, investment and disposition of interest, investment in facilities, all as set forth in the [Schedule] [Amended on April 27, 2012]
  • (2) Establishing or increasing the annual limit on borrowings (excluding borrowings using trade receivables as collaterals) and issuance of corporate debentures and CPs (Commercial Papers)
  • (3) Large scale insider trading as defined in the Monopoly Regulation and Fair Trade Act
  • (4) Approval of transactions, or the total transaction amount, with the Company’s largest shareholder (including its specially related person) and the specially related person in accordance with Section 542-9 of the Korean Commercial Code [Newly adopted on June 15, 2004; Amended on March 19, 2010]
  • (5) Investment or disposal of interest that affects the inclusion, establishment and exclusion of subsidiaries as set forth in the Monopoly Regulation and Fair Trade Act [Newly adopted on March 19, 2010]


4. Matters relating to the medium- to long-term strategy and business plan of the Company

  • (1) Strategic business direction
  • (2) Evaluation of business performance of the current year, and agreeing on business plan and objectives for the following year.


5. Matters relating to Personnel [Amended on June 15, 2004; March 19, 2010]

  • (1) Personnel matters (other than relating to position) and compensation of executive officers
  • (2) Appointment of the Chief Financial Officer


6. Other matters set forth in the statute or in the Articles of Incorporation, matters delegated by the meeting of the shareholders or that are deemed necessary by the Chairman of the Board



② MATTERS TO BE REPORTED TO THE BOARD ARE AS FOLLOWS: [Newly adopted on June 15, 2004; Amended on April 27, 2012]

1. The resolution of matters that the Board has delegated to its Committees

2. A matter where a Director has taken an action, or is likely to take an action that, in the opinion of the Audit Committee, violates a statute or the Articles of Incorporation

3. The results of an evaluation by the compliance officer on whether the Company is in compliance with its compliance standards [Newly adopted on April 27, 2012]

4. Matters concerning the discharge of social responsibility of the Company [Newly adopted on April 27, 2012]

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