
Environmental
Social
Governance
ESG
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 policyST 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:
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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 |
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| 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 | - | ○ | ● | ○ | |||||||