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 resolution 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 resolution in advance.

In 2024, a total of 17 Board meetings were held, with an average attendance rate of 97.5% 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 2023 and the establishment of the safety and health plan for 2024, the report on the activities of the compliance officer and the activity plan, the approval of the PPA transaction with SK E&S, obtaining the Health-friendly Company certification, and receiving the Ministry of Health and Welfare’s commendation.

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 attendance rate for all committees is 100%.

Committee Meetings

Operation of Audit Committee

SK bioscience operates the Audit Committee under the Board of Directors to strengthen the compliance monitoring system and enhance management transparency. The Audit Committee conducts audits of the Company's accounting and finance, as well as its overall business, in accordance with laws and regulations. It also receives reports from the compliance implementation organization on the operation status of the Company's compliance program and internal accounting management system, and reviews their adequacy. In accordance with the Audit Committee regulations set forth in the Commercial Law, the Audit Committee is composed entirely of outside directors and includes one accounting and finance expert. The Audit Committee fulfills its responsibilities and duties to establish more professional and transparent governance.

ESG Committee

In 2021, SK bioscience established the ESG Committee comprising one executive director and two outside directors under the Board. To ensure an effective operation of the Committee, the Company revised the ESG Committee Regulations. The primary role of the ESG Committee is to review and advise on management strategies and directions for the Company’s sustainable growth. Additionally, the ESG Committee is responsible for setting goals of ESG activities and developing detailed action plans. It also conducts reviews of activities and information disclosures, which allow the Committee to make well-informed decisions regarding ESG risks and opportunities.

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 2024, we carried out a self-evaluation survey and received an overall rating of 4.9 out of 5.

Board Evaluation Results

• 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.

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, progress in securing future growth engines, ESG performance, and capability and leadership as a CEO, and then get approval from the Board. Bonuses are divided into Profit Sharing (PS) and Target Incentive (TI).

The KPIs for CEO evaluation include not only business performance, but also management issues such as HR and SHE, which are closely related to ESG, to ensure that the Company's environment is well prepared from a mid- to long-term perspective. In 2024, ESG, HR, and SHE were also evaluated by allocating 10% of the evaluation points.

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.