Governance structure

Lead Corporate Governance
Structure

KT has adopted the recommended best practices of corporate governance corresponding to global standards and established a transparent corporate governance led by a professional manager and independent BOD. In particular, the company divided the role of CEO and BOD Chairperson and established an objective, independent governance in 2002. Also, it enacted and proclaimed the ‘KT Corporate Governance Charter’ in 2007 to promote companywide transparent management.

KT Corporate Governance Structure Charter

Organize BOD and Ensure its
Independence

KT corporate governance is to realize ‘Independent Board of Directors.’ KT BOD consists of 10 directors – 8 outside and 2 inside - so that transparent decision can be made through efficient check and professional advice. For Chairperson & CEO, the Board will recommend a candidate and then a general meeting of shareholders will decide whether to appoint (Article 33 of Articles of Association). The chairperson of the board of directors, one outside director, will be appointed by BOD resolution according to job description of BOD Chairperson (Article 39 of Articles of Association). For inside directors other than the chairperson, the chairperson will get the consent of the Director Candidates Recommendation Committee and the approval of the Board of Directors and recommend one out of management executives to the general meeting of shareholders every year.

“Improve Corporate Governance and Promote Transparent Management”
Transparent Governance
  • 01 Independent board of directors
    • Independence in composition and operation of the board of directors
      • 80% of the board members consist of outside directors; CEO separated from the board chair. All members of the Corporate Governance · Audit · Evaluation and Compensation · Related-Party Transactions · Director Candidates Recommendation Committees composed of outside directors.
    • Transparency in election committee.
      • Director Candidates Recommendation committee operated (every outside director), an external agency is utilized to investigate candidates for post outside director.
    • Special authority given to the outside directors.
      • Evaluation of CEO management contract and recommendation of dismissal, remunerations for CEO or inside directors, and determining payment methods.
  • 02 Enhancement of shareholder value
    • Shareholder Return
      • Retirement of shares / Dividend.
    • Shareholder’s Rights
      • Introduce cumulative voting and letter voting.
      • Provide timely business information.
    • Shareholder Protection
      • Control internal transactions and self-dealings.
  • 03 Responsible management by professional managers
    • Appointment and Management contract
      • CEO candidates are recommended through the Director Candidates Recommendation Committee and the Board, elected during the general shareholders meeting. The Board and new CEO signs a management contract, allowing the board of directors to assess CEO’s management performance every year.
    • Remuneration and dismissal
      • CEO remuneration is determined based on management performance.
      • The board of directors may plead for CEO dismissal to the general shareholders assembly, in the cases where CEO’s performance rate in management contract terms fails to reach a satisfactory level.

With regard to outside directors, the director candidate recommendation committee will recommend one to the general meeting of shareholders considering board diversity and complementarity skills. The committee recommends the best experts from various fields who can give professional advice according to rigorous recommendation standards. The BOD Chairperson will come from the pool of outside directors and be appointed by the BOD resolution for its independence, and his/her term is 1 year. The Articles of Association and BOD responsibilities are displayed in the KT homepage, and any BOD document with disclosure obligation by law is disclosed in the DART periodically.