Governance

Board of Directors

SK Innovation’s board of directors holds board meeting once a month in principle, and materials are provided and reported in advance so that the board of directors can sufficiently review the agenda. In addition, when urgent issues arise, we hold a board meeting quickly as possible and make prompt decision to lead professional and transparent management activities.

Activities

Date Ageda Content Approval Attendance of Independent Directors (Total Attending Directors)
2025.12.17 Resolution items 1. ’25 SK Innovation CEO KPI Final Evaluation
2. Evaluation of CEO’s sustainable influence for 2025
3. CEO’s Incentive Bonus in 2025 and Annual Salary in 2026
4. 2026 SK Innovation Management Plan Establishment
5. 2026 SK Innovation CEO KPI Establishment
6. The total transaction amount setting for major affiliates in 2026
7. Approval of 2026 Transactions with Subsidiaries (Standard workplace for persons with disabilities)
8. Total transaction amount setting for mySUNI education services in 2026
9. Approval of 2026 transaction limits with SK Inc., SK Biotek Co., Ltd.
10. Re-approval of the 2025 transaction limit for SK Biotek Co., Ltd.
11. Approval of 2026 transaction limits with SK Forest Co., Ltd.
12. Quarterly Trading Limits on Goods & Services with SK Inc.
13. Approval for the deal with SK Pinx
14. Approval for the deal with Seonhyewon
15. Operation Services Contract for Shared Facilities in SK Headquarters Building of 2026
16. Approval of aircraft joint-management contract
17. Contribution for Employee Welfare fund of 2026
18. Approval of signing Assignment Agreement for Terminal Use Agreement in respect of Boryeong LNG Terminal
19. Prior Budget Limit Approval for 2026 Spot/Strip LNG Transactions with PRISM Energy International Pte. Ltd
20. SK Innovation E&S In-house Employee Welfare Fund Contribution
21. Execution of Cost Settlement Agreements with SK Innovation E&S and its Subsidiaries/Sub-subsidiaries
22. Approval of the Jongno Tower sublease transaction amount with SK Siltron/SK Ecoplant
23. ‘26 Information System Management Business Consignment Agreement with Subsidiary Company
24. ‘26 IT System Management Service Outsourcing and Service Fee Agreement with SK Corporation
25. Service Level Agreements for Shared Services with Paju Energy Service Co., Ltd., Narae Energy Service Co., Ltd., and Yeoju Energy Service Co., Ltd. of 2026
26. Approval of Service Level Agreement (SLA) with City Gas Subsidiary of 2026
27. Quarterly Trading on Goods & Services with SK ecoengineering
28. Approval of investment in the SPC for the Seosan solar power project
29. Approval of Service Level Agreement (SLA) Execution with Ensolve for 2026
30. Community Chest of Korea Donation
1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
8. Approved
9. Approved
10. Approved
11. Approved
12. Approved
13. Approved
14. Approved
15. Approved
16. Approved
17. Approved
18. Approved
19. Approved
20. Approved
21. Approved
22. Approved
23. Approved
24. Approved
25. Approved
26. Approved
27. Approved
28. Approved
29. Approved
30. Approved
6(18)
Reporting items 1. Final Investment Decision of Su Tu Trang Phase 2B Development Project of SK earthon’s Block 15-1 in Vietnam
2. Report on the Commitment to Capital Replenishment Obligations for the Solar Loan Fund
3. Performance and Improvement plan for the Compliance Program in 2024
4. 2025 BOD Evaluation Plan
5. F/U of committee activities
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2025.12.03 Resolution items 1. Renewal of management regulation of executive officers
1. Approved
5(7)
Reporting items 1. Reorganization of Executives, Selection of Executives
-
2025.11.26 Resolution items 1. Execution of Renewable Energy PPA (Power Purchase Agreement with SK Hynix
1. Approved
6(8)
Reporting items 1. The sale of SK On’s EUE JV shares and the acquisition of EVE Energy’s SKOJ JV shares.
2. Sale of Shares in ‘Horizon Singapore Terminals Pte Ltd. by SKO TI CIC
3. F/U of committee activities
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2025.11.14 Resolution items 1. Share Purchase Agreement for Boryeong LNG Terminal Co., Ltd.
- 5(7)
2025.10.29 Resolution items 1. Decision of CEO candidate
2. Renewal of management regulation of executive officer
1. Approved
2. Approved
6(8)
Reporting items 1. SK on Business Status
2. Financial results for the 3rd quarter ended on Sep 30, 2025
3. Status of SK Innovation E&S’ financial solutions
4. Progress Update on SK Energy’s Portfolio Company Exits
5. F/U of committee activities
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-
-
2025.10.22 Resolution items 1. Issuance of Convertible Bond and Subscription Agreement
1. Approved
6(8)
2025.09.24 Resolution items 1. Shareholders Agreement for Convertible Preferred Shares Issuance
2. Loan Agreement with Narae Energy Service and Yeoju Energy Service
3. 2025 SK innovation CEO KPI
4. Quarterly Trading Limits on Goods & Services with Narae Energy Service
5. Approval for the Conclusion of an Asset Transfer Agreement for the Total Safety Management System
6. Approval of Shared Facility Cost Transaction with SK ecoplant Co., Ltd.
7. CEO's Annual Salary in 2025
1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
6(8)
Reporting items 1. Update on the Progress of Financial Portfolio Options
2. F/U of committee activities
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-
2025.07.30 Resolution items 1. Purchase of SK On Shares and Increase of Investment Budget Cap
2. Approval for Merger of SK On and SK Enmove
3. Paid-In Capital Increase by Third-Party Allocation / Related Party's Participation in Paid-In Capital Increase
4. Issuance of Hybrid(Perpetual) Bond
5. Execution of Price Return Swap Agreement for SK On Shares
6. Execution of Price Return Swap Agreement for SK ie technology Shares
7. Approval of a Land Acquisition Agreement with Yong-in General Industrial Complex Co., Ltd. for Construction of a Yong-in Integrated Energy Supply Project
8. Approval of EPC Contract Execution with SK Ecoengineering for the Yong-in Integrated Energy Supply Project
9. Approval of Long-term Foreign Currency Borrowing
10. Approval of SK innovation CEO KPI Pivoting
11. Composition of Committes and Election of Committee members
1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
8. Approved
9. Approved
10. Approved
11. Approved
6(8)
Reporting items 1. Financial results for the 2nd quarter ended on June 30, 2025
2. F/U of committee activities
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-
2025.06.25 Resolution items 1. Purchase of SK Enmove Shares and Increase of Investment Budget Cap
2. Issuance of Exchangeable Bonds and Disposal of Treasury Stocks
3. Divestment of equity interest in SK Investment Management (‘SK IM’)
4. Contribution in Kind for the Establishment of SK Innovation’s Integrated U.S. Corporation
5. Major Contract Execution Related to Solar Power Generation Project of Sinan Jeungdo Solar Power Co., Ltd
6. Execution of Renewable Energy PPA (Power Purchase Agreement) with Youngnam Energy Service
7. Renewal of D&O Liability Insurance FY2025
1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
6(8)
Reporting items 1. SK on Business Status
2. Participation in the paid capital increase of STAC
3. Exercise of Put Option on ENN (Zhoushan) LNG Joint Venture Stake Held by Prism Energy International
4. Project for Enhancing Profitability through Improved Yields and Increased Processing Capacity of No.1 RFCC
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2025.05.28 Resolution items 1. Selection of CEO and Executive Officer 1. Approved 6(9)
2025.04.29 Resolution items 1. Amendment of pre-approved equity investment for Jeonnam Offshore Wind Power Co. Ltd
2. Approval of Large-scale Internal Trading for Operation Expenses of SUPEX Council in '25
3. Approval of Changing Operation Expenses of SUPEX Council in '24
1. Approved
2. Approved
3. Approved
6(10)
Reporting items 1. Financial results for the 1st quarter ended on Mar 31, '25
2. F/U of committee activities
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2025.03.28 Resolution items 1. Election of Board Chairperson
2. Composition of Committes and Election of Committee members
3. Revision of Bylaws of the Board of Directors
4. Providing a debt guarantee for HSAGP* in relation to ECA Financing
5. Approval of issuance limit for domestic unsecured corporate bonds in '25
6. Provision of Parent Company Guarantee for IGE’s financing
7. Execution of Renewable Energy PPA (Power Purchase Agreement with Related Parties
8. Extension of Contract for Gwangyang Power Plant Operation and Maintenance Services with Related Parties
9. '25 SK innovation Safety & Health Management Plan
10. Establishing a New SK R&D Center
11. Information System Management Outsourcing Contract with SK Inc.
12. Quarterly Trading Limits on Goods & Services with SK Inc.
13. Establishing the Total Service Contract Amount for 2025 with SK Innovation Outpost Corporation
1. Approved
2. Approved
3. Approved
4. Approved
5. Approved
6. Approved
7. Approved
8. Approved
9. Approved
10. Approved
11. Approved
12. Approved
13. Approved
6(10)
Reporting items 1. Vietnam Task Force (TF) Operation Plan
2. SK on Business Status
3. North America Hyundai JV(HSAGP) ECA Financing
4. The Implementation of next generation manufacturing systems based on the standard process
5. F/U of committee activities
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2025.02.26 Resolution items 1. Convocation of The 18th Annual General Shareholder Meeting and Agenda Items Settlement
2. Policy on Independent Directors
3. Partial Amendment to Compliance Guidelines
1. Approved
2. Approved
3. Approved with modification
5(8)
Reporting items 1. Final Report of 18th Financial Statement
2. Report on The Assessment of Internal Control over Financial Reporting
3. Amendment in Internal Control over Financial Reporting Regulation
4. Results of The Assessment of Internal Control over Financial Reporting
5. '24 Operation Results and 2024 Plans for Compliance/ Fair Trade Compliance Programs
6. UAC Benzene Production Optimization Investment Plan
7. F/U of committee activities
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2025.02.05 Resolution items 1. Dividend Plan for the '24 Fiscal Year
2. Approval of 18th Financial Statement
3. Approval of 18th Sales Report
4. Approval for sublease contract agreement with SK ecoplant Co., Ltd.
1. Approved
2. Approved
3. Approved
4. Approved
5(8)
Reporting items 1. SK on Business Status
2. 2024 Board evaluation
3. F/U of committee activities
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Communication with Stakeholders

Date of Training Events Content
2025.06.11 Female Independent Directors-SKI Female Executives Meeting (2nd) Discussion on Female Leadership and the Importance of Developing Female Talent
2025.04.16 Female Independent Directors-SKI Female Executives Meeting (1st) Discussion on Female Leadership and the Importance of Developing Female Talent
2024.06.11 SUPEX Talent Development Committee Lecture Lecture at the 2024 Group ELP (Executive Leadership Program) New Selection Training
2024.04.19 mySUNI Panel Discussion Participation as a panelist in the Global Marketing session
2024.04.11 SK Group New Independent Directors Workshop Update on the implementation of the SK Innovation Governance Story
2023.11.28 ACGA Meeting SK Innovation’s Governance innovation story and net zero status
2023.11.15 Women Corporate Directors Board-centered governance Innovation
2023.11.02-03 '23 Year Performance of SK Innovation Subsidiary Financial Story' and '24 Year Plan Session Share '23 Year Performance Look-back' and '24 Year Plan by Subsidiary
2023.10.31 SK Directors' Summit 2023 SK Group's Governance Innovation Strategy and Stakeholder-centered Management Expansion Plan
2023.09.05 Interview on the Governance Structure of the Korea ESG Standards Institute Current Status of SK Innovation Governance and Strategy for Improvement
2023.08.21-22 Icheon Forum 2023 Measures to respond to changes in business environment such as AI acceleration and to enhance corporate sustainability
2023.07.26 2023 Governance Sub-Forum for Advancement of Governance Story Sharing the current status of SK Innovation Governance Story and conducting Q&A sessions for members
2023.07.11 SK Inno News Interview Differences and Future Plans of SK Innovation's Board of Directors
2023.07.03 Council of Independent Directors of Group Companies SK Innovation's board of directors' evaluation plan
2023.04.19,
2023.04.26,
2023.05.03
GBS in-house broadcasting Operation of SK Innovation Governance Story and Board of Directors
2023.04.07 New Independent Directors of Group Workshop SK Innovation Governance Stroy Practice Status
2023.03.30 SK Innovation's 16th Annual Meeting of Shareholders Future Strategy of SK Innovation and Direction of Shareholder Return
2023.02.07 Interview with SK Innovation Management in 2023 Board role to implement SK Innovation Financial Stories
2022.10.06 CA100+ Conference Explanation and Q&A on Major ESG activities of SKI for CA100+ Members
2022.03.24 The Bell Business strategy Forum SK Innovation's ESG Management and Governance innovation Story
2022.02.16 BlackRock Conference call Discussion of SK's Financial Story and Governance Story
2021.09.29 Asia ESG Symposium Presented the story of SK Innovation's governance innovation at the symposium hosted by the Asian Daily under the theme of 'Sustainable Korean Governance: SK Innovation Governance Story'.
2021.08.04 ACGA (Asia Corporate Governance Associate) Conference Held Q&A sessions and declared commitment to innovating the governance structure of the Board of Directors and the company to major investors in the Asia-Pacific region, including BlackRock and a pension asset management institution in the Netherlands.
2021.07.01 SK Innovation Story Day Set the directions for corporate strategy based on advanced governance and declare commitment to managing the implementation of strategies.

Board evaluation method

Overall board evaluation

  • Self-evaluation

    Assessment of the activities of the Board of Directors for the composition, roles, responsibilities and operation of the Board

  • Quantitative performance

    Objective evaluation of the Board's contribution to corporate values and board-centered governance

  • Affiliated committee evaluation

    Evaluation of the composition and roles of committees

Board member evaluation

Absolute evaluation of the main capacities an executive director should possess

  • Providing references

    Providing quantitative activity indicators for each board member - Attendance rate, number of agenda items proposed, attendance of director training, and amount of communication with stakeholders.

  • Director peer evaluation

    Conducting peer evaluations of their leadership, understanding, and fidelity.

  • Confirming the evaluation and providing feedback

    Concluding and confirming the peer evaluation results and providing individual feedback.