Governance

Board Committees

SK Innovation’s board has the Audit and Corporate Compliance Committee, HR Evaluation and Remuneration Committee, Strategy·ESG Committee and Internal Transactions committee. All committees are chaired by Independent Directors, review board agendas in advance and be reported important management issues to reinforce expertise in considering the board agendas.

Committee Charters

Committee Activities

2026

06.22 1. Status Report on IFRS 18 (Presentation and Disclosure in Financial Statements)
2. Corrective Action Plan for Ethics Management
3. Ethics Management Status and Action Plan
4. Management Action Plan for SKTI Derivative Audit
5. Management Action Plan for Hydrogen Business Audit
05.11 1. Report on 2026.1Q Financial Statements
2. External Auditor's Audit Report on the 2026.1Q Financial Statements
3. Operation plan for FY 2026 Internal Accounting Control System
4. Audit Results for Overseas Subsidiaries
5. Revision to the FY2026 Audit Office Work Plan (Approved)
04.15 1. Equity Investment for IGE
2. Audit Results for Hydrogen Business
3. Audit Results for SKTI Derivative
4. Audit Results for FY25 Executive Expenses
5. Whistleblowing Status and Results
6. Results of the FY25 Audit Committee Activity Evaluation
03.11 1. 2025 Auditor´s report verification (Approved)
2. Confirming Evaluation Results of FY 2025 Internal Monitoring System Operation (Approved)
3. The 19th AGM agenda items and document investigation result verification (Approved)
4. Assessment of External Auditor Services in 2025
5. Audit Results for #3 EAA
6. FY26 Audit Office KPI
7. Management Action Plan for SSNC JV Audit
8. Management Action Plan for SK Enmove Tianjin Audit
9. Providing a debt guarantee for SKBMP in relation to Long-Term Debt
02.27 1. Confirming Evaluation Results of FY 2025 Internal Monitoring System Operation (Approved)
2. Management Action Plan for E&S Renewable Energy Business Audit
3. Report on the Assessment of Internal Control over Financial Reporting
4. The present organization and human resources of Finance Division Group
5. Report on 2025 Financial Statements
6. External Auditor's Audit Report on the 2025 Financial Statements and the Operation of the Internal Control over Financial Reporting
02.09 1. Capital contribution to an overseas subsidiary
01.14 1. non-audit service of KPMG by SHA 9.2 (g) (Approved)
2. 2026 Audit Office Work Plan (Approved)
3. Approval of mySUNI Personnel Dispatch Settlement Transaction
4. Establishing the Total Service Contract Amount for 2026 with SK Innovation America, Inc.
5. Approval of the Shareholders’ Agreement for Namyangju Combined Heat and Power
05.27 1. 2026 Compensation & Evaluation Committee Operating Plan
04.15 1. Election of Committee Chairperson (Approved)
2. CEO’s Long-term Incentive
3. The Performance Evaluation Result of 2025 HR Evaluation and Remuneration Committee
02.09 1. Recommendation of candidates for Director 2026
2. Establishment of The Limit of Remuneration for Directors in 2026
06.22 1. Execution of the Shareholders' Agreement for the Quynh Lap LNG to Power Project in Vietnam and Approval of an Increase on SK innovation's 2026 Investment Budget Cap
2. SK IE Technology SKBMC Rabalancing
3. Progress on the Publication of the 2026 Integrated Report (FY25)
05.13 1. Review of a Business Transfer Agreement for the Renewables Division
2. Business Status Report
3. Increase in SKI Investment Budget Limit
4. Project I Implementation Plan
04.15 1. Election of Committee Chairperson (resolution)
2. Sale of Equity Holdings for Rebalancing
3. Equity Investment for IGE
4. The Integrated Performance Evaluation of 2025 Strategy·ESG Committee
03.11 1. Providing a debt guarantee for SKBMP in relation to Long-Term Debt
2. ''26 ESG Strategy & FY25 Integrated Report Publication Plan
02.09 1. Capital contribution to an overseas subsidiary
2. Signing of Memorandum of Understanding for the Renewables Business Transfer
01.14 1. North American ESS production Investment
06.22 1. Transfer of Ownership Stakes in Corporate Aircraft (Approved)
2. Lease Agreement for SK Seorin Building
04.15 1. Election of Committee Chairperson (Approved)
2. Approval of Large-scale Internal Trading for Operation Expenses of SUPEX Council in 2026 with SK Hynix (Approved with modification)
3. Approval of Large-scale Internal Trading for Operation Expenses of SUPEX Council in 2026
4. Approval for Subscription Fees for External Information Services for SK Innovation Affiliates
5. Setting the total transaction amount of ‘26 mySUNI training services for new member companies.
6. Equity Investment for IGE

Independent Director candidate recommendation procedures

HR Evaluation and Remuneration Committee secures the candidate pool to recruit talent with the expertise needed in the decision-making of the board and establishes a system for recommending Independent Director candidates that is fair and transparent, leading the whole process of director appointment.

ESG management system of the board

The Strategy·ESG Committee leads SK Innovation's overall management decision-making by carrying out management, guidance, and supervision of SK Innovation's functional enhancement and execution performance in each ‘E’ ‘S’ and ‘G’ area. It also necessarily conducts the pre-review of the board’s agendas from the perspective of ESG and leads active communication with external stakeholders based on their actual influence, such as attending ESG-related lectures, discussion sessions, and meetings with major investors.

  • Review of strategic direction for ESG, and execution, management, and supervision of key challenges

  • Final inspection of performance against the goals, and derivation of possible improvements

  • Publication of reports to increase ESG information disclosure

  • Invitations for ESG-related key stakeholders, and carrying out discussion sessions

  • Attending external ESG forums and events and communicating with stakeholders

  • Conducting pre-reviews of all boards' agendas from the perspective of ESG
  • Operating the periodical ESG performance management report process (report twice a year)
  • Inviting major stakeholders to have discussion sessions and expanding communication