Appointment and Composition

The board of directors (BoD) determines the company’s management goals and strategies to promote growth and protect stakeholder interests, while also overseeing management without incident. To perform these functions effectively, the board is transparently composed and operated according to the relevant legal procedures. The BoD consists of directors appointed by the general meeting of shareholders in accordance with the Commercial Act and the Articles of Incorporation. As of the end of April 2024, the BoD comprises eight directors: one executive director, four non-executive directors, and three outside directors. For a more objective review, all outside director candidates are recommended by the Nomination Committee.
During the nomination of directors, detailed information about the candidates is provided through the general meeting notice and electronic voting system, with approvals then obtained at the general meeting. According to Article 363 of the Commercial Act and Article 21 of Classys’ Articles of Incorporation, shareholders are notified in writing or electronically two weeks prior to the meeting, including the date, location, and purpose of the meeting. If the agenda includes the nomination of a director(s), details such as the candidates’ names and resumes are provided.
Candidates for director position(s) are recommended through various channels, including shareholders and stakeholders. The evaluation and selection criteria for the candidate pool consider the diversity and expertise of BoD members, as well as the company’s direction. The focus is on whether candidates can exercise independent judgment from a wide range of perspectives without limiting race, nationality, gender, place of origin, religion, or professional field. After taking into consideration the evaluation content, candidates who share in the company’s vision and management philosophy and can suggest a meaningful developmental direction are selected and recommended. These selection criteria for outside director candidates are reviewed annually for appropriateness.

Careers and Term

* The above appointment date reflects the initial appointment date, even if reappointed.

Board Skill Matrix

*●: Chair
** Certified public accountant

Activities

Outside Directors Council

Introduction

To strengthen the independence of outside directors in supervising and supporting executive management, Classys operates an Outside Directors Council consisting of all our outside directors. Its composition is made up solely of outside directors, excluding management, ensures free and objective discussions within the council, and promotes the company’s growth and shareholder rights.
As decided by the outside directors, Park Jun-hong, an outside director who had previously served as the head of a global pharmaceutical and healthcare subsidiary, was appointed to lead the Outside Directors Council in 2023. The council collects opinions from outside directors and communicates them to the board and/or management. Additionally, Classys supports the operation of the council by providing all the necessary resources and, if needed, covers the costs of any consulting experts.

Members

* The above appointment date reflects the initial appointment date, even if reappointed.

Activities

Compensation Committee

Introduction

Classys is committed to ensuring objectivity and fairness in decisions regarding the compensation of executive directors. To that end, we have established a Compensation Committee composed exclusively of directors who have no personal or professional ties to the executive directors. This committee is tasked with aligning the executive compensation package with the company’s long-term goals and interests.
The Compensation Committee employs a holistic approach in evaluating compensation packages. This includes consideration of both short-term and long-term goals as well as a blend of financial and non-financial indicators. It conducts regular reviews and evaluations to check if compensations are appropriately made, considering both financial indicators—business performance, profitability, and stock performance—and non-financial indicators—sustainable management factors and productivity. This comprehensive evaluation guarantees that compensation for executive directors is in line with the company’s strategy and performance in both financial and non-financial areas.
Additionally, the committee reviews the balance between financial and non-financial incentives. Financial incentives include short-term performance-based bonuses and long-term performance-based rewards such as stock options, which are directly linked to pre-defined performance goals and the company’s long-term growth. Non-financial incentives include recognition of leadership, supportive work environments promoting innovation, and career growth.
The Compensation Committee and the BoD actively discuss evaluating and adjusting the compensation structure as needed. Through this approach, Classys aligns the interests of executive directors with those of the company, thus promoting sustainable long-term value creation.

Members

Activities

Nomination Committee

Introduction

Classys’ Nomination Committee reviews and evaluates candidates for outside director positions. Candidates must meet the qualifications required by relevant laws and the company’s articles of incorporation, have no significant conflicts of interest with Classys, and be able to make independent management decisions and supervise management effectively. The committee selects candidates with extensive knowledge and experience in areas such as the medical device industry, healthcare and beauty, accounting and finance, sales and marketing, diversity, and M&A. It prioritizes candidates who can independently make assessments from diverse perspectives, regardless of their race, nationality, gender, region of origin, religion, or professional background.
To ensure fairness in the recommendation and appointment process of outside directors, Classys provides detailed information about candidates, including their key career achievements, relationship with the company, and reasons for the recommendation, through a shareholders’ meeting notice and reference materials.

Members

Activities

Introduction

Audit Committee members, who are initially screened by considering factors such as legal requirements and independence, are finally appointed at the general shareholders’ meeting after being reviewed by the board of directors. The Audit Committee is composed of experts in accounting and finance as well as industry specialists who have no conflicts of interest with the company or management, allowing them to independently supervise management.
The committee deliberates on and supervises major management tasks, including auditing accounting operations, evaluating the internal accounting control system, checking the operation status of internal monitoring systems, reviewing shareholders’ meeting agenda items, and other matters prescribed by the company’s articles of incorporation. It also ensures that directors and management make reasonable decisions. In 2023, the Audit Committee held six meetings to deliberate and resolve a host of agenda items, such as selecting the committee chair, discussing internal accounting controls, and reviewing audit results.
Classys provides management data to the committee to enable a thorough review of all necessary information and offers regular updates on major company issues. Furthermore, to enhance management understanding and auditing expertise, two training sessions were conducted in 2023.

Members

* The above appointment date reflects the initial appointment date, even if reappointed.

Activities

Policies to ensure independence and expertise when appointing external auditor

For the appointment of an external auditor, the Audit Committee reviews proposals of firms and assesses candidates and approves the agenda item to appoint an external in accordance with the Act on External Audit of Stock Companies and a regulation regarding the appointment of an external auditor. Based on the approval of the Audit Committee, an external auditing contract is signed with external auditors. The Company consults with external auditors to determine the audit time, capacity, fees, and plan, ensuring the auditor’s independence. Also, the Audit Committee evaluates after the conclusion of the external audit whether the external auditor has fulfilled its duties and whether the content and frequency of communications were appropriate.

Appointment status

In accordance with Article 11-2 of the Act on External Audit of Stock Companies, we were requested to use a designated external auditor in 2022, after voluntarily appointing an external auditor for six consecutive years. In October 2021, the Securities & Futures Commission designated Nexia Samduk as an external auditor for three consecutive years from FY2022 through FY2024.

Provision of non-audit services by an external auditor

No non-audit services have been provided by Nexia Samduk to CLASSYS. The Audit Committee conducts preliminary reviews on the non-audit services from external auditors and approves only if they do not compromise independence and audit quality.