G (Governance) 1 페이지

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ESG

G (Governance)
  • a board of directors
  • an audit organization
  • general shareholders' meeting
  • Dividend status

Matters concerning the board of directors

The company's board of directors is currently composed of three internal directors, one outside director, and a total of four directors, and CEO Joo Sung-il is the chairman. Directors are appointed through the general shareholders' meeting, and candidates for directors to be appointed at the general shareholders' meeting are recommended by the board of directors and submitted as agendas to the general shareholders' meeting. The Company's board of directors decides on matters stipulated in laws or articles of association, matters delegated by the general shareholders' meeting, basic policy of company management, and important matters related to business execution, and oversees the performance of directors' duties. We don't have a separate committee on the board of directors. The details of the director are as follows.

Matters concerning the board of directors

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Sortation Name position strength Appointment Date term of office
an in-house director JU SHOONG EHL Chairman of the CEO the chairman of the board of director ·Graduated from Hanyang University's Department of Materials Engineering ·Samsung Electronics Semiconductor Manufacturing Technology Team Leader ·Vice President of Hynix Semiconductor Production 2023-03-20
(Re-appointment)		 Until the Annual General Meeting to be held in 2026
an in-house director LEE JAE HO CEO President ·Graduated from Chonbuk National University's Department of Precision Mechanical Engineering ·Head of Hynix Semiconductor Equipment Development Team 2023-03-20
(Re-appointment)		 Until the Annual General Meeting to be held in 2026
an in-house director JOO JAE YOUNG Head of Strategic Planning Group ㆍUniversity of Michigan, MBA ·SK Hynix Sales Marketing Headquarters ·Kiwoom Securities IB Business Division 2024-03-25
(Re-appointment)		 Until the Annual General Meeting to be held in 2027
Outside director Park Hee-kyun Outside director ·Graduate in Materials Engineering, Seoul National University ㆍNorth Carolina State University MS, Ph.D ·Samsung Electronics Semiconductor Sysyem LSI Business Division ·Samsung Austin factory manager, corporate manager 2024-03-25
(Re-appointment)		 Until the Annual General Meeting to be held in 2027

Details of board activities

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Session Date of holding Details of the bill approval Whether an in-house director Outside director
JU SHOONG EHL
(100% attendance rate)		 LEE JAE HO
(100% attendance rate)		 JOO JAE YOUNG
(100% attendance rate)		 Park Hee-kyun
(100% attendance rate)
1 2025-02-05 Report on the operation status of the internal accounting management system in 2024 approval agreementagreementagreementagreement
2 2025-02-07 Approval of the 23rd financial statement (2024) approval agreementagreementagreementagreement
Approval of the 23rd business report (2024) approval agreementagreementagreementagreement
Report on the operation status of the internal accounting management system in 2024 approval agreementagreementagreementagreement
3 2025-02-21 Calling of the 23rd regular general shareholders' meeting (2024) approval agreementagreementagreementagreement
Approval of treasury stock report approval agreementagreementagreementagreement
4 2025-05-28 Participation in paid-in capital increase of TES Investment Partners Co., Ltd approval agreementagreementagreementagreement
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Session Date of holding Details of the bill approval
Whether		 an in-house director Outside director
JU SHOONG EHL
(100% attendance rate)		 LEE JAE HO
(100% attendance rate)		 JOO JAE YOUNG
(100% attendance rate)		 Park Hee-kyun
(100% attendance rate)
1 2024-02-02 Report on the operation status of the internal accounting management system in 2023 approval agreementagreementagreementagreement
2 2024-02-07 Approval of the 22rd financial statement (2023) approval agreementagreementagreementagreement
Approval of the 22rd business report (2023) approval agreementagreementagreementagreement
Report on the operation status of the internal accounting management system in 2023 approval agreementagreementagreementagreement
3 2024-02-21 Calling of the 22rd regular general shareholders' meeting (2023) approval agreementagreementagreementagreement
Introduction of electronic voting system and electronic power of attorney system approval agreementagreementagreementagreement
4 2024-04-01 Calling of the 22rd regular general shareholders' meeting (2023) approval agreementagreementagreementagreement
5 2024-09-04 New borrowing of facility loans approval agreementagreementagreementagreement
6 2024-10-07 Acquisition of investment securities by another corporation approval agreementagreementagreementagreement
Approval of executive concurrent positiona approval agreementagreementagreementagreement
7 2024-12-20 Regarding cash dividends for the 23rd fiscal year (2024) approval agreementagreementagreementagreement
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Session Date of holding Details of the bill approval
Whether		 an in-house director Outside director
JU SHOONG EHL
(100% attendance rate)		 LEE JAE HO
(100% attendance rate)		 JOO JAE YOUNG
(100% attendance rate)		 Park Hee-kyun
(100% attendance rate)
1 2023-01-20 Report on the operation status of the internal accounting management system in 2022 approval agreementagreementagreementagreement
2 2023-01-25 Report on the operation status of the internal accounting management system in 2022 approval agreementagreementagreementagreement
3 2023-02-03 Approval of financial statements for the 21st term (2022) approval agreementagreementagreementagreement
Approval of the 21st (2022) business report approval agreementagreementagreementagreement
4 2023-02-21 The convening of the 21st regular general shareholders' meeting (2022) approval agreementagreementagreementagreement
Introduction of electronic voting system and electronic power of attorney system approval agreementagreementagreementagreement
5 2023-03-20 Appointment of CEO approval agreementagreementagreementagreement
6 2023-06-14 Investment of new facilities approval agreementagreementagreementagreement
7 2023-12-20 Regarding cash dividends for the 22nd fiscal year (2023) approval agreementagreementagreementagreement
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Session Date of holding Details of the bill approval
Whether		 an in-house director Outside director
JU SHOONG EHL
(100% attendance rate)		 LEE JAE HO
(100% attendance rate)		 JOO JAE YOUNG
(100% attendance rate)		 Park Hee-kyun
(100% attendance rate)
1 2022-01-19 Report on the operation status of the internal accounting management system in 2021 approval agreementagreementagreementagreement
2 2022-01-25 Report on the operation status of the internal accounting management system in 2021 approval agreementagreementagreementagreement
3 2022-02-04 Approval of the 20th financial statements (2021) approval agreementagreementagreementagreement
Approval of the 20th business report (2021) approval agreementagreementagreementagreement
4 2022-02-23 Calling of the 20th regular shareholders' meeting (2021) approval agreementagreementagreementagreement
Introduction of electronic voting system and electronic power of attorney system approval agreementagreementagreementagreement
5 2022-03-22 The conclusion of a trust contract for the acquisition of treasury stocks approval agreementagreementagreementagreement
6 2022-05-25 Revision of internal accounting management regulations approval agreementagreementagreementagreement
7 2022-07-19 The conclusion of a trust contract for the acquisition of treasury stocks approval agreementagreementagreementagreement
8 2022-08-10 Disposal of treasury stocks approval agreementagreementagreementagreement
9 2022-12-22 Regarding cash dividends for the 21st fiscal year (2022) approval agreementagreementagreementagreement

Matters concerning the audit and inspection organization

The Company appoints one full-time auditor through the general shareholders' meeting in accordance with the relevant laws and regulations. Auditors may attend the board of directors to oversee the work of the directors, and may attend the board of directors to state their opinions. In addition, you can check the contents by requesting the submission of books and related documents related to all tasks such as accounting. The personal information of the audit is as follows.

a full-time auditor

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Sortation Name Relationship with largest shareholder, etc strength Appointment Date term of office
Auditor ROH YOO HO - ㆍ Graduate in business administration at Yonsei University
ㆍ Managing Director, Finance, SK Hynix
ㆍ Executive Director, SsangYong C&B CFO Co., Ltd
ㆍ CEO of Mona Lisa Co., Ltd 		2023-03-20
(New appointment)		 It will be held in 2026 Until the date of the regular general shareholders' meeting

Gratitude Activity History

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Session Date Agenda Attendance Status
1 2025-02-05 Report on the Operation of the Internal Accounting Control System for 2024 Attended
2 2025-02-07 Approval of the Financial Statements for the 23rd Term (2024) Attended
Approval of the Business Report for the 23rd Term (2024) Attended
Evaluation Report on the Operation of the Internal Accounting Control System for 2024 Attended
3 2025-02-21 Convening of the 23rd Regular Shareholders' Meeting (2024) Attended
Approval of the Treasury Stock Report Attended
4 2025-05-28 Participation in the Capital Increase of TES Investment Partners Co., Ltd. Attended
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Session Date of holding Details of the bill AttendWhether
1 2024-02-02 Report on the operation status of the internal accounting management system in 2023 Attend
2 2024-02-07 Approval of financial statements for the 22nd fiscal year (2023) Attend
Approval of the 22nd (2023) business report Attend
Report on the operation status of the internal accounting management system in 2023 Attend
3 2024-02-21 The convening of the 22nd regular general shareholders' meeting (2023) Attend
Introduction of electronic voting system and electronic power of attorney system Attend
4 2024-04-01 Establishment of a subsidiary specializing in investment Attend
5 2024-09-04 New borrowing of facility loans Attend
6 2024-10-07 Acquisition of investment securities by another corporation Attend
Approval of executive concurrent position Attend
7 2024-12-20 Regarding cash dividends for the 23rd fiscal year (2024) Attend
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Session Date of holding Details of the bill AttendWhether
1 2023-01-20 Report on the operation status of the internal accounting management system in 2022 Attend
2 2023-01-25 Report on the operation status of the internal accounting management system in 2022 Attend
3 2023-02-03 Approval of financial statements for the 21st term (2022) Attend
Approval of the 21st (2022) business report Attend
4 2023-02-21 The convening of the 21st regular general shareholders' meeting (2022) Attend
Introduction of electronic voting system and electronic power of attorney system Attend
5 2023-03-20 Appointment of CEO Attend
6 2023-06-14 Investment of new facilities Attend
7 2023-12-20 Regarding cash dividends for the 22nd fiscal year (2023) Attend
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Session Date of holding Details of the bill AttendWhether
1 2022-01-19 Report on the operation status of the internal accounting management system in 2021 Attend
2 2022-01-25 Report on the operation status of the internal accounting management system in 2021 Attend
3 2022-02-04 Approval of the 20th financial statements (2021) Attend
Approval of the 20th business report (2021) Attend
4 2022-02-23 The convening of the 20st regular general shareholders' meeting (2021) Attend
Introduction of electronic voting system and electronic power of attorney system Attend
5 2022-03-22 The conclusion of a trust contract for the acquisition of treasury stocks Attend
6 2022-05-25 Revision of internal accounting management regulations Attend
7 2022-07-19 The conclusion of a trust contract for the acquisition of treasury stocks Attend
8 2022-08-10 Disposal of treasury stocks Attend
9 2022-12-22 Regarding cash dividends for the 21st fiscal year (2022) Attend

Current status of shareholders' meeting for the last three years of TES

Status of shareholders' meeting

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Sortation 23rd (2024)
Regular shareholders' meeting		 22rd (2023)
Regular shareholders' meeting		 21rd (2022)
Regular shareholders' meeting		 Note
Date of convocation resolution 2025-02-21 2024-02-21 2023-02-21
Date of announcement of convocation 2025-03-05 2024-02-26 2023-03-03
Date of shareholders' meeting 2025-03-24 2024-03-25 2023-03-20
Time between the date of public announcement and the date of general shareholders' meeting 19 days before the general shareholders' meeting 28 days before the general shareholders' meeting 17 days before the general shareholders' meeting
the venue of the event Conference room at 2374-36 headquarters, Jungbu-daero, Yangji-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do
Notification of shareholders on matters related to the general shareholders' meeting Announcement of the convocation of the electronic disclosure system/sending notice of convocation (shareholders who own more than 1% of shares)
Date of concentration at regular shareholders' meeting 3/21, 3/27, 3/28 3/22, 3/27, 3/29 3/24, 3/30, 3/31
Avoiding the concentration date of the regular general shareholders' meeting YES YES YES
Whether to hold a written vote NO NO NO
Whether to conduct electronic voting or not YES YES YES
Whether to recommend the exercise of voting rights by proxy YES YES YES
Shareholder status Largest Shareholder, etc 5,796,165 (29.3%) 5,796,165 (29.3%) 5,796,165 (29.3%)
national pension 572,856 (2.9%) 421,157 (2.1%) 621,748 (3.1%)
Other shareholders 11,172,205 (56.5%) 11,323,904 (57.3%) 11,123,313 (56.3%)
treasury stock 2,227,000 (11.3%) 2,227,000 (11.3%) 2,227,000 (11.3%)
Total number of issued shares 19,768,226 (100%) 19,768,226 (100%) 19,768,226 (100%)

Status of exercise of voting rights by agenda item at general shareholders' meeting

- Total number of issued shares with voting rights of 1,7541,226 / 7,497,717 shares of participating shareholders (42.7% attendance rate)
- 1,701,552 shares in attendance excluding the largest shareholder and related persons (attendance rate 9.7%)

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Sortation Resolution classification whether or not to pass Purpose of the meeting (agenda) approval rate
thAgendum No. 1 a common resolution be passed Approval of the 23rd financial statement (dividend KRW 600/share) 99.8%
Agendum No. 2 a common resolution be passed Approval of remuneration limit for directors 83.9%
thAgendum No. 2 a common resolution be passed Approval of the audit fee limit 99.6%

- Total number of issued shares with voting rights of 1,7541,226 / 7,497,717 shares of participating shareholders (42.7% attendance rate)
- 1,701,552 shares in attendance excluding the largest shareholder and related persons (attendance rate 9.7%)

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Sortation Resolution classification whether or not to pass Purpose of the meeting (agenda) approval rate
thAgendum No. 1 a common resolution be passed Approval of the 22nd financial statement (KRW 500/share dividend) 99.0%
Agendum 2: Appointment of directors
Agendum 2-1 a common resolution be passed Appointment of Joo Jae-young as an inside director (re-appointment) 96.7%
Agendum 2-2 a common resolution be passed Appointment of Park Hee-kyun as an outside director (re-appointment) 99.0%
Agendum 3 a common resolution be passed Approval of remuneration limit for directors 85.8%
Agendum 4 a common resolution be passed Approval of the audit fee limit 98.7%

- Total number of issued shares with voting rights 1,7541,226 / 7,597,532 shares of participating shareholders (43.3% attendance rate)- 1,701,552 shares in attendance excluding the largest shareholder and related persons (attendance rate 9.7%)
- 1,801,367 shares in attendance excluding the largest shareholder and related persons (attendance rate 10.3%)

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Sortation Resolution classification whether or not to pass Purpose of the meeting (agenda) approval rate
thAgendum No. 1 a common resolution be passed Approval of the 21st financial statement (dividend KRW 500/share) 97.0%
Agendum No. 2 a common resolution be passed Partial amendment to the articles of incorporation 99.7%
Agendum 3: Appointment of directors
Agendum 3-1 a common resolution be passed Appointment of Joo Sung-il as an inside director (re-appointment) 96.2%
Agendum 3-2 a common resolution be passed 사내이사 이재호 선임의 건 (재선임) 97.1%
Agendum 4: Appointment of full-time auditor
Agendum 4-1 a common resolution be passed Appointment of Yoo-ho Noh as a full-time auditor (new appointment) 93.9%
Agendum 5 a common resolution be passed Approval of remuneration limit for directors 78.4%
Agendum 6 a common resolution be passed Approval of the audit fee limit 99.4%

Current Status of Cash Dividend for the Last 5 Years of TES

In accordance with the articles of incorporation, the company is paying dividends through a resolution at the general shareholders' meeting. The Company proposes a dividend (draft) as a general shareholders' meeting agenda by comprehensively considering management performance, investment resources, financial structure, and market conditions within the scope of dividendable profits, and we continue to strive to return the company's profits to shareholders through an appropriate level of dividend according to these policies. As a result, the Company has been conducting settlement cash dividends continuously since the 12th period (2013), In the latest fiscal year (2024), cash dividends of 24.7% based on dividend payout ratio were conducted. In the future, we plan to conduct dividends in consideration of the company's future growth and shareholder returns in a balanced way.

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Sortation 23rd term
(2024)		 22rd term
(2023)		 21rd term
(2022)		 20rd term
(2021)		 19rd term
(2020)
Date of Disclosure of Cash Dividend 2024-12-20 2023-12-20 2022-12-22 2021-12-22 2020-12-18
Date of Decision on Cash Dividend (Date of General Shareholders' Meeting) 2025-03-24 2024-03-25 2023-03-20 2022-03-21 2021-03-22
Cash dividend payment date 2025-03-31 2024-03-31 2023-03-31 2022-03-31 2021-04-06
Period between the date of decision and the date of payment 7days 6days 11days 10days 15days
Amount of face value per share (KRW) 500 500 500 500 500
(Consolidated) Current Net Income (KRW million) 42,654 1,566 46,767 73,988 30,019
(Consolidated) Earnings per Share (KRW) 2,432 89 2,601 3,936 1,580
Cash dividend per share (KRW) 600 500 500 560 450
Total amount of cash dividends (KRW million) 10,525 8,771 8,771 10,384 8,500
(Consolidated) cash dividend payout ratio (%) 24.7% 560.1% 18.8% 14.0% 28.3%
(Consolidated) Cash dividend yield (%) 3.8% 2.4% 2.9% 1.9% 1.6%
※ Note: 12 consecutive settlement dividends (12 consecutive years), 2.5% average dividend yield over the past five years

Company Name : TES Co., Ltd Representatives : Joo Sung-il and Lee Jae-ho
Address : 2374-36 JUNGBUDAERO, YANGJI-MYUN, CHEOIN-GU, YONGIN-SI, GYEONGGI-DO, 17162 KOREA
TEL : +82.31.323.2552 FAX : +82.31.323.2555

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