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Board of Directors

Composition & Operation of the Board

Composition & Principle of the Board

SK bioscience has declared the 'Corporate Governance Charter’ to establish a governance structure to realize its management philosophy. We appoint directors based on the principles of independence, expertise, and diversity. Accordingly, the Board of Directors appoints outside directors with expertise in various fields, avoiding bias towards any particular area, to ensure that not only career, gender, race, and nationality but also a wide range of perspectives and values coexist.

As of March 31, 2024, the Board is composed of a total of seven directors(two executive directors, four outside directors, and one other non-executive director), with the outside directors accounting for 57%, which is more than a majority. We ensure the independence of the Board so that it can fulfill its unique role of checks and balances based on its independent decision-making authority and continue efficient management activities centered on the Board. Accordingly, in March 2022, we elected Outside Director Ik-Hwan Kwon as Chair of the Board to strengthen oversight and checks on management by separating the roles of CEO and Chair of the Board.

Board Composition
  • Jaeyong Ahn
    Executive Director

    Jaeyong Ahn

    Term of Office

    ~2027. 3.

    • Appointment Date

      2024. 3. (reappointment)

    • Gender

      Male

    • Expertise

      Corporate Management

    • Board Attendance Rate in 2023

      100%

    Occupation

    • (Current) President and CEO of SK bioscience
    • (Former) Managing Director of VAX Division, SK chemicals
    • (Former) Head of LS Strategic Planning, SK chemicals and Head of Business Management, SK gas

    Position and Committee

    • President and CEO
    • Member of the ESG Committee
  • Hun Kim
    Executive Director

    Hun Kim

    Term of Office

    ~2027. 3.

    • Appointment Date

      2024. 3. (reappointment)

    • Gender

      Male

    • Expertise

      Bio-industry

    • Board Attendance Rate in 2023

      100%

    Occupation

    • (Current) President of Global Business and SK bioscience USA Inc.
    • (Former) CTO of SK bioscience
    • (Former) CTO of VAX Division and Head of VAX Division, SK chemicals
    • (Former) Researcher at Vaccine Research Group, GC Pharma

    Position and Committee

    • President of Global Business and SK bioscience USA
  • Ik-Hwan Kwon
    Outside Director

    Ik-Hwan Kwon

    Term of Office

    ~2027. 3.

    • Appointment Date

      2024. 3. (reappointment)

    • Gender

      Male

    • Expertise

      Law

    • Board Attendance Rate in 2023

      100%

    Occupation

    • (Current) Attorney at KIM & CHANG Law Firm
    • (Former) Attorney at Kwon Ik-Hwan Law Firm
    • (Former) Prosecutor at Seoul Southern District Prosecutors’ Office
    • (Former) Chief of Public Security Division, Supreme Prosecutors’ Office

    Position and Committee

    • Chair of the Board
    • Chair of the Outside Director Candidate Recommendation Committee
    • Chair of the Internal Transaction Committee
    • Member of the Nomination and Compensation Committee
    • Member of the Audit Committee
  • Chang-Jin Moon
    Outside Director

    Chang-Jin Moon

    Term of Office

    ~2026. 3.

    • Appointment Date

      2023. 3. (reappointment)

    • Gender

      Male

    • Expertise

      Health · Administration

    • Board Attendance Rate in 2023

      100%

    Occupation

    • (Former) Vice President of CHA University
    • (Former) Chair of the Board, Korea Health Promotion Institute
    • (Former) Vice Minister of Health and Welfare of Korea

    Position and Committee

    • Chair of the ESG Committee
    • Member of the Audit Committee
    • Member of the Outside Director Candidate Recommendation Committee
  • Jeong-Wook Choi
    Outside Director

    Jeong-Wook Choi

    Term of Office

    ~2026. 3.

    • Appointment Date

      2023. 3. (reappointment)

    • Gender

      Male

    • Expertise

      Finance · Accounting

    • Board Attendance Rate in 2023

      100%

    Occupation

    • (Former) Head of Tax and Accounting, Jipyeong Law Firm
    • (Former) Leader of Tax Division, Samjong KPMG
    • (Former) Manager in Tax Division, Kim & Chang Law Firm

    Position and Committee

    • Chair of the Audit Committee
    • Chair of the Nomination and Compensation Committee
    • Member of the Internal Transaction Committee
  • Sun Hyun Park
    Outside Director

    Sun Hyun Park

    Term of Office

    ~2027. 3.

    • Appointment Date

      2024. 3.

    • Gender

      Male

    • Expertise

      Corporate Strategy, Board Management

    • Board Attendance Rate in 2023

      -

    Occupation

    • (Current) Professor of Strategy and International Management, College of Business, Seoul National University
    • (Former) Visiting Scholar, Organization and Management Theory Division, Northwestern University
    • (Former) Assistant Professor of Management and Organization, Marshall School of Business, University of Southern California

    Position and Committee

    • Member of the Internal Transaction Committee
    • Member of the ESG Committee
    • Member of the Outside Director Candidate Recommendation Committee
  • Jae-hyun Ahn
    Other Non-executive Director

    Jae-hyun Ahn

    Term of Office

    ~2026. 3.

    • Appointment Date

      2023. 3.

    • Gender

      Male

    • Expertise

      Corporate Management

    • Board Attendance Rate in 2023

      92.8%

    Occupation

    • (Current) President and CEO of SK chemicals
    • (Former) CEO of SK discovery
    • (Former) President and CEO of SK ecoplant

    Position and Committee

    • Corporate Management
Board Diversity & Expertise

SK bioscience is committed to securing the professionalism and diversity of its Board to reflect a variety of stakeholder perspectives and make balanced decisions. The Company selects candidates for outside directors who possess the necessary experience and knowledge for board duties, or who demonstrate expertise in areas such as corporate management, core industries, law and regulation, finance and accounting, and risk management. SK bioscience adheres to the principle of equal opportunities and considers the unique characteristics of Korean society while avoiding bias toward specific backgrounds. The Company takes into account diverse experiences and backgrounds, including nationality, race, religion, and ethnicity, when selecting outside directors. Through these efforts, we aim to lay a foundation for balanced decision-making and sustainable growth.

Board Skills Matrix

(As of March 31, 2024)

2024년 3월 말 기준 이사회 역량 구성표
Category Jaeyong Ahn Hun Kim Ik-Hwan Kwon Chang-Jin Moon Jeong-Wook Choi Sun Hyun Park Jae-hyun Ahn
Leadership ● ● ● ● ● ● ●
Business Development and Strategy ● ● ● ●
Finance/Accounting and
Risk Management		 ● ● ●
Law/Regulations ● ● ●
ESG ● ● ● ● ● ●
Key Industry(Bio) ● ● ● ●
Global ● ● ● ● ● ●
M&A/Capital Market ● ● ● ● ●
HR/Remuneration ● ● ●
Composition of the Committees under the Board

The Board of SK bioscience has established five committees under its umbrella to efficiently fulfill the roles and responsibilities of the Board. Among these Board committees, the Audit Committee, the Internal Transaction Committee, and the Outside Director Candidate Recommendation Committee are composed entirely of outside directors to ensure independence and transparency.

The Board of Directors, which is the highest decision-making body, and the ESG Committee address issues related to initiatives to strengthen ESG management and the corporate strategy and direction for the Company’s growth.

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Board of Directors

  • 감사위원회

    • 주주총회 관련 사항
    • 감사보고서 제출, 영업보고 요구 등 이사 및 이사회 사항
    • 회계감사, 업무감사, 외부감사인 선임 등 감사 관련 사항
    • 사외이사 3인:Jeong-Wook Choi (위원장), Ik-Hwan Kwon,Chang-Jin Moon
    • 재무실
    • 법무특허실

  • 인사위원회

    • 대표이사 평가 및 유임여부 검토
    • 사내이사 보수액 정적성 검토
    • 주요 임원의 평가 및 보수액 책정 결과 검토
    • 사외이사 2인:Jeong-Wook Choi (위원장),Ik-Hwan Kwon
    • 기타비상무이사 1인:Jae-hyun Ahn
    • 기업문화실

  • ESG위원회

    • 회사의 지속가능한 선장을 위한 경영전략
    • ESG방향성에 대한 이사회의 자문 및 검토
    • 사외이사 2인:Chang-Jin Moon (위원장),Sun Hyun Park
    • 사내이사 1인:Jaeyong Ahn
    • ESG위원회 사무국

  • 사외이사후보 추천위원회

    • 독점규제 및 공정거래에 관한 법률, 상법 등 관련 법령에서 이사회 승인 대상으로 정하고 있는 특수관계인 간의 거래 검토
    • 사외이사 3인:Ik-Hwan Kwon (위원장),Chang-Jin Moon,Sun Hyun Park
    • 이사회사무국

  • 내부거래위원회

    • 독점규제 및 공정거래에 관한 법률, 상법 등 관련 법령에서 이사회 승인 대상으로 정하고 있는 특수관계인 간의 거래 검토
    • 사외이사 3인:Ik-Hwan Kwon (위원장),Jeong-Wook Choi,Sun Hyun Park
    • 이사회사무국
Operation of the Board
Enhancing Expertise of Outside Directors

We also support outside directors to attend regular forums, conferences, and seminars to improve their understanding of overall management including the bio-industry, ESG management, HR, and audit.

이사회 교육 일자, 교육 실시 주체,참석 사외이사, 주요 교육 내용
Date Institutions Attendance Rate Contents
2023.01.13. SK discovery All Outside Directors
  • Seminars on SK Group management agenda and overview
2023.05.11. SK discovery All Outside Directors
  • Training on major tasks for each affiliate under SK discovery
  • Board Skills Matrix (BSM) introduction plan
  • SK discovery and its affiliates' management goals and key tasks
Directors Liability

SK bioscience has purchased Directors and Officers(D&O) liability insurance at the Company’s expense to protect its directors in the event of legal liability or damages related to corporate activities or economic, environmental, and social events. This is stipulated in the Corporate Governance Charter to enable Outside Directors to perform their duties more actively.

Directors’ Liability Insurance Coverage Status

이사의 손해배상책임보험 가입 여부, 보험료, 총보상한도, 비고
Insured Corporation Insurance Premium Total Coverage Limit Note
SK bioscience KRW 56 million/Year KRW 30 billion Insurance Period
2023. 8. 1~2024. 7. 31

Board Meetings and Evaluation

Board Meetings and Attendance

In principle, the Board of SK bioscience holds regular board meetings at least once every quarter. If necessary, temporary board meetings are held from time to time to make decisions on significant agenda items. To ensure that Board members are well-prepared and able to conduct thorough reviews, we provide seven days’ notice before the meeting along with comprehensive report materials. These materials also include the contact information of the person in charge of the relevant division, enabling questions and answers regarding the agenda in advance.

In 2023, a total of 14 Board meetings were held, with an average attendance rate of 98.7% for all Board meetings. Board members actively expressed their opinions on the Company’s major resolutions. The main resolutions and reports included the results of safety and health implementation in 2022 and the establishment of the safety and health plan for 2023, the report on the activities of the compliance officer and the activity plan, the revision of the ESG Committee Regulations, and the publication of the 2nd ESG Report. In 2023, we introduced the Board Skills Matrix(BSM) to further enhance ‘board-centered management’ and plan to hold meetings attended only by outside directors without the participation of company employees.

Board Attendance Rate
2021~2023 이사회 참석률
Category 2021 2022 2023
All 100% 96% 98.7%
Outside Directors
(non-standing)		 100% 98% 100%
Board Meetings in 2023

As of December 31, 2023

2023년 이사회 개최 현황
No. of Meetings held No. of Agenda
14 times 64 items(26 voting, 38 reporting)
Committee Meetings and Attendance

The committees under the Board keep minutes in accordance with regulations and disclose their activities on the website. Each committee discusses and resolves issues that align with the purpose and authority of its establishment, and the member attendance rate for all committees is 100%.

Committee Meetings

As of December 31, 2023

2023년 12월 31일 위원회 운영 현황
Category No.of Meetings held Agenda
Audit Committee 8

[Agenda]

  • 1. Approval of 2023 audit plan
  • 2. Finalization of the evaluation opinion on the operation of internal control system
  • 3. Approval of compliance requirements, procedures, and evaluation criteria for the appointment of external auditors for 2024-2026

[Report]

  • 1. Report on internal accounting control system service results
  • 2. Report on 2023 businesss ethics operations
Nominationand Compensation Committee 7

[Review]

  • 1. Review of 2023 company-wide KPIs
  • 2. Review of executive directors compensation
  • 3. Review of 2023 CEO continuation in office

[Report]

  • 1.Report on the CEO compensation structure improvement
Outside Director CandidateRecommendation Committee 2

[Agenda]

  • 1.Recommendation of outside director candidate (Candidate : Chang-Jin Moon)
  • 2.Recommendation of outside director candidate (Candidate : Mi Jin Cho)
  • 3.Recommendation of outside director candidate (Candidate : Jeong-Wook Choi)

[Review]

  • 1.Review of the outside director candidate pool
InternalTransaction Committee 3

[Review]

  • 1.Construction contract with SK ecoplant, etc.

[Report]

  • 1.Follow-up report on the lease contract modification with SK chemicals
  • 2.Report on the construction of Songdo Global R&PD Center
ESG Committee 8

[Review]

  • 1.Review of the construction of Songdo Global R&PD Center
  • 2.Review of SKYPAC G2+ investment

[Report]

  • 1.Report on RE100 implementation
  • 2.Report on ESG Report publication
  • 3.Report on the project of human rights impact assessment and
    due diligence system enhancement
Board Evaluation & Remuneration
Board Evaluation

SK bioscience conducts regular evaluations of the Board and its members’ activities once a year to enhance the credibility of governance and improve the efficiency of Board operations. We set out the evaluation criteria in the ‘Guidelines for Independence of Outside Directors and Diversity of the Board of Directors’, which we have established in accordance with the ESG standards of the Korea Institute of Corporate Governance and Sustainability(KCGS). Moreover, we transparently disclose the evaluation results so that stakeholders can obtain sufficient information on the activities of the Board. In 2023, we carried out a self-evaluation survey and received an overall rating of 4.6 out of 5.

Board Evaluation Results

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  • 이사회의 구성:4.5
  • 이사회의 역할:4.6
  • 이사회의 책임:4.7
  • 이사회의 운영:4.5
  • 위원회의 구성:4.9
  • 위원회의 역할/운영:4.6
  • 종합:4.6
Evaluation of Individual Outside Directors

SK bioscience conducts individual evaluations of outside directors once a year to advance our governance. To ensure the objectivity of the evaluation, we use evaluation indicators that reflect the opinions of ESG rating agencies, specialized organizations, and investors.

Evaluation Indicators of Outside Directors

(Score Unit : out of 5 points)

사외이사 개별평가지표(총 5점 만점 환산)
Evaluation Method Indicators Weight Average Score
Qualitative Assessment (self-evaluation survey) Independence 10% 0.5
Fidelity 25% 1.25
Understanding 25% 1.11
Contribution 40% 1.97
Total 100% 4.83
Board Members Remuneration System

The remuneration payment limit for directors of SK bioscience is determined through the approval at the Annual General Meeting of shareholders to strengthen management transparency and secure compensation justification. We pay salaries and bonuses within the limits approved at the Annual General Meeting, after careful deliberation on the appropriateness of the remuneration for directors. For executive directors, the Nomination and Compensation Committee under the Board reviews the appropriateness of the remuneration and pays it within the approved limits, comprehensively considering factors such as position, leadership, expertise, and contribution to the Company. As for outside directors, fixed remuneration is provided to ensure management independence and transparency.

CEO Evaluation and Remuneration

The remuneration of the CEO of SK bioscience is also paid within the limits of remuneration for directors set at the Annual General Meeting after reporting to the Nomination and Compensation Committee and the Board. We set the salary by comprehensively considering the financial performance of the year, performance in securing future growth engines, and ESG performance, and then get approval from the Board. Bonuses are divided into Profit Sharing(PS) and Target Incentive(TI). In addition, we operate a Long-Term Incentive Plan that compensates the CEO for their contribution to the Company’s mid- to long-term growth.

In 2023, the CEO's KPIs included a 5% focus on ESG-related initiatives. Additionally, tasks closely related to ESG, such as organizational capacity build-up and SHE(Safety, Health, Environment) operational enhancements, were set at 5% and 3%, respectively. These were reflected in the overall evaluation. The Nomination and Compensation Committee and the Board review and assess the CEO's KPIs, using the results as quantitative metrics for determining the CEO's bonus.

근로 소득,
Category Description
Earned Income Salary Annual salary received in exchange for work
Bonus Compensation paid periodically in addition to regular salary, based on specific timing or conditions
Stock Option Exercise Profit Profit generated when exercising stock options granted by the Board and the Annual General Meeting
Other Earned Income Income generated outside of regular work compensation (e.g., welfare benefits)
Retirement Income Income generated upon retirement
Other Income Income generated unrelated to work