Environmental
Social
Governance

Governance

Composition and Operation

 
 
ST Pharm establishes key management policies through the Board of Directors to promote sustainable growth and maximize corporate value. The BOD makes rational and transparent management decisions by internalizing the management system. As the highest decision-making body in the company, the BOD consists of four members (one inside director and three outside directors)
The BOD holds regular and extraordinary meetings, with regular meetings held once a quarter and extraordinary meetings held when necessary. The BOD resolves on matters stipulated by laws and regulations or the Articles of Association, matters delegated by the AGM, basic policies for company management, and important matters related to the business operation, and supervises the performance of directors' duties.
 

Independence
The BOD is an independent organization that represents the interests of shareholders and stakeholders while overseeing the execution of the duties of directors and management, with the goal of supporting the sustainable growth of the company. To ensure objective and independent decision-making, free from the influence of management or special interests, more than half of the Board is composed of independent outside directors, and the BOD Chairperson is appointed as an outside director by the resolution of the BOD.
Board independence policy
ST Pharm Co., Ltd. (the "Company") is committed to achieving the high standards of corporate governance expected by our stakeholders. In particular, the independence of the Board of Directors, which holds the authority for significant decision-making, is a critical standard for our operations.
In accordance with this Board Independence Policy, the Chairperson of the Board is an Outside Director, and the Company maintains a target where Outside Directors constitute 50% or more of the Board's composition.
The independence of ST Pharm's Board is grounded in the Korean Commercial Code, the Financial Investment Services and Capital Markets Act, and international best practices. To be considered independent, a director must satisfy the following criteria:

 
  1. Past Employment: Must not have held an executive position within the Company or its affiliates (group companies) within the last three years.
  2. Family Ties: Must not be an immediate family member of an executive of the Company or its affiliates.
  3. Contractual Relationships: Must not have a contractual relationship with the Company or its affiliates, including but not limited to consulting, advisory, or professional service agreements.
  4. Business Connections: Must not be associated with a significant customer or supplier of the Company or its affiliates.
  5. Non-Profit Affiliations: Must not be affiliated with a non-profit organization that receives substantial donations from the Company or its affiliates.
  6. External Auditors: Must not be an external auditor (or an employee thereof) of the Company or its affiliates.
  7. Conflict of Interest: Must be free from any other conflicts of interest that the Board determines would compromise their independence.
The Board of Directors holds the authority to determine the independence of Outside Directors, and all assessments of independence are conducted in accordance with this policy.

Expertise
ST Pharm's BOD is composed of experts in various fields with extensive professional knowledge in accounting, law, management, or practical experience in the pharmaceutical industry. Leveraging their diverse backgrounds and expertise, BOD members deliberate and make decisions on important matters related to the company's management policies and business execution, including sustainability management. 
Conflicts of Interest 
hen appointing outside directors, ST Pharm receives a “Confirmation of Outside Director Candidate” to check for any conflicts of interest and prevent situations in which a director’s personal interests conflict with those of the company. Items to be checked for outside director candidates include 1) positions held concurrently, 2) mutual ownership of shares with suppliers and stakeholders, 3) controlling shareholders, and 4) transactions with related parties and outstanding amounts (total amount of debt). The current status of concurrent positions held by BOD members is disclosed in our business report.
BOD Composition and Competency Indicator (as of Dec 31, 2024)
Classification Internal Directors Outside Directors
Name Moo-Je Sung Dong-Pyo Kim Cheol-Hong Kim Seung-Beom Han
Gender
Male Male Male Male
Position CEO,
ST Pharm
Professor,
Department of chemical Engineering
CEO,
HAON Accounting Corporation 
Managing Attorney,
the Way Law Firm
Date of Appointment June 19, 2024 March 25, 2022 March 25, 2024 June 19, 2024
Board Skills Matrix Accounting/Tax  V - - -
Leadership V V V V
Business V - V V
Laws - - - V
Pharmaceutical Industry 
(R&D)
V V - -
Board of Directors
Composition
of Committees
Recommending Candidates
for Outside Directors
-
Evaluation and Compensation  -
Audit -