Hyundai Capital Services (‘Company’) makes an effort for sustainable growth with shareholders, clients, employees, and the society and strives to make a transparent and sound corporate governance structure take root in the Company so as to enhance the stability of business management and further to contribute to the advancement of the financial industry.

The Board of Directors of the Company, which is the highest decision making body, consists of nine members in total who are selected from diverse fields in pursuit of expert and independent opinions and efficient decision making. The Company’s BOD members qualify to become BOD members in accordance with the Act on Corporate Governance of Financial Companies, having expertise, an exemplary sense of ethics, responsibilities, and fairness. The majority of the BOD are composed of outside directors in order to ensure independence from the management.

As of the 2Q of 2024, the Company’s BOD consists of a total of five outside directors, two inside directors (including CEO), and two non-executive directors. They come from diverse fields including finance, business management, economics, treasuries, accounting and legal affairs, having abundant work experiences and expert knowledge. The Board Skills Matrix of individual directors is as follows.

Hyundai Capital ensures independence of the Board of Directors to allow it to fulfill its role of overseeing senior management and making important business decisions to protect shareholders’ interests. For these purposes, we have appointed a senior outside director who represents outside directors and created the Board of Outside Directors which is made up of solely outside directors empowered to discuss pressing issues independently of senior management. We make sure that the majority of the board are outside directors and their level of professional expertise is sophisticated enough to give constructive feedback to the organization and provide checks and balances on decisions made by senior management.

Hyundai Capital convenes a Board of Directors Meeting once a quarter on a regular basis and extraordinary board meetings on an as-needed basis. We define board independence in its decision-making process specified in the Articles of Incorporation and make sure that it requires two thirds or more of the votes cast by the board directors to approve any transactions between a registered director and the company in line with the Commercial Code. In 2023, eight board meetings were convened with 37 items put on the agenda and the average attendance rate of directors was 97%.
In addition, we have six committees reporting to the board to help it make decisions efficiently including the Board of Outside Directors, Audit Committee, Risk Management Committee, Officer Candidates Recommendation Committee, Remuneration Committee and Executive Committee. The board and its committees are evaluated in terms of their composition, roles, responsibilities, management, etc. and outside directors are also evaluated individually once a year. Outside directors evaluate the board and individual committees that they are part of in terms of whether the board and the committees were in compliance with laws, whether sufficient information was provided for them to make the right decisions, whether the board composition was appropriate, etc. With the board’s approval, a team looking after board management puts in place the evaluation frameworks to assess outside directors’ expertise, fairness, ethics and integrity and reports the evaluation results to the board.

Hyundai Capital has the Risk Management Committee under the board. At the committee, we are managing and controlling different types of risks that the company needs to take during the course of business by recognizing/measuring/assessing them in a reasonable manner to make sure the company stably runs its business even when risk has arisen. Also, the committee creates basic risk management guidelines and strategies, decides how much risk that the company is allowed to take, and approves risk management policies created/revised, etc. In addition, to efficiently manage different types of risks arising from business, we are running a sub-committee of the Risk Management Committee named ‘Risk Control Committee’ which consists of Chief Risk Officer, officers/executives looking after finance/corporate management, debt collections, business units and corporate strategy.
The role of the Risk Control Committee is to put controls in place to enable the company to effectively manage risk based on basic risk management guidelines and standards approved by the Risk Management Committee.