Resolutions of Board of Directors’ meeting
On March 29, 2005, our board of directors held a meeting, right after the 5th annual meeting of shareholders, to elect a new Chief Executive Officer, or CEO, and representative director. As a result of our board of directors meeting, we abolished our joint representative director system and the board of directors elected David Woong-Jin Yoon as our new Chief Executive Officer and representative director. Mr. Yoon previously served on our audit committee as an independent director. Mr. Richard Hyonkook Kim resigned from his post as CEO at our shareholders’ meeting held on the same day but will continue to remain as our key executive director and will focus more on our corporate strategy, business development and investor relations activities. Mr. Kim will also be responsible for overseeing our overseas subsidiaries.
The career details of Mr. Yoon, our new CEO, is as follows.
David Woong-Jin Yoonwas elected as our independent director at our shareholders’ meeting in December 2004. Mr. Yoon had been the president and chief executive officer of R&A Holdings Korea Co., Ltd., company specializing in domestic and overseas investments, since January 2004. From 2002 to January 2004, Mr. Yoon served as the president and chief executive officer of Crosscert, a digital security company partially owned by Verisign. From 1997 to 2002, Mr. Yoon served as a managing director of Clarion Capital, a private equity investment company. While at Clarion, Mr. Yoon served as CEO of two IT invested companies. From 1994 to 1997, Mr. Yoon worked as a consultant at Boston Consulting Group, and from 1988 to 1992, he worked as a supervising senior accountant at KPMG. Mr. Yoon holds a bachelor’s degree in accounting and a master’s degree in business taxation from University of Southern California, and a MBA from Wharton School at University of Pennsylvania. Mr. Yoon is a certified public accountant in the United States.
Directors
Executive directors
The following table sets forth the names, age, positions at our company and the election dates of our executive directors as of March 29, 2005:
Name | Age | Position | Date elected as a director | |||||
Jung Ryool Kim | 50 | Chairman | April 4, 2000 | |||||
David Woong-Jin Yoon | 41 | Representative Director and Chief Executive Officer | December 24, 2004 | |||||
Richard Hyonkook Kim | 40 | Chief Strategy Officer | August 13, 2004 | |||||
Kwan Shik Seo | 44 | Chief Financial Officer | April 14, 2004 | |||||
Independent directors
Under the Nasdaq listing requirements Rule 4350(c), we are required to appoint a majority of our board of directors. The independence standards under the Nasdaq rules exclude, among others, any person who is a current or former employee of a company (for the current year or the past three years) or of any of its affiliates, as well as any immediate family member of an executive officer of a listed company or of any of its affiliates. We also comply with the Nasdaq listing requirements regarding audit committee requirements.
The following table sets forth the names, age, positions at our company and the election dates of our independent directors as of March 29, 2005:
Name | Age | Position | Date elected as a director | |||||
Myung Whan Suh | 49 | Independent director and audit committee member | December 24, 2004 | |||||
Chan Joong Park | 41 | Independent director and audit committee member | March 29, 2005 | |||||
So Young Choi | 36 | Independent director and audit committee member | March 29, 2005 | |||||
Jong Mahn Park | 39 | Independent director | March 29, 2005 | |||||
Mu Sik Jung | 30 | Independent director | March 29, 2005 | |||||
Hyung Oh Yoo | 40 | Independent director | March 29, 2005 | |||||
At our annual meeting of shareholders held on March 29, 2005, in accordance with applicable Korean laws and regulations, we asked our shareholders to elect five directors nominees meeting the definition of ‘‘independent directors’’ under Rule 4200 of the Nasdaq listing requirements. Prior to the shareholders’ meeting, three of our directors who were not independent resigned from their directorship positions. As a result, we currently have a majority of our board of directors comprised of independent directors in accordance with the Nasdaq listing requirements under Rule 4350(c).
Committees of the board of directors
Under our articles of incorporation, we currently have three committees that serve under our board of directors:
- the audit committee
— the director nomination committee; and
— the compensation committee.
Audit committee
The audit committee currently consists of the following directors: Myung Whan Suh, Chan Joong Park andHyung Oh Yoo, all of which are independent as set forth in the Nasdaq listing requirements. We replaced Mr. Yeon Ho Moon and Mr. David Woong-Jin Yoon with independent directors elected at the annual general meeting of shareholders held on March 29, 2005. All of our independent directors are financially literate and have accounting or related financial management expertise.
Director nomination committee
The Director nomination committee consists of the following three directors: Chan Joong Park,Jong Mahn Park andHyung Oh Yoo, all of which are independent as set forth in the Nasdaq listing requirements. We replaced Mr. Yeon Ho Moon and Mr. David Woong-Jin Yoon with independent directors elected at the annual general meeting of shareholders held on March 29, 2005.
Compensation committee
The Compensation committee consists of following three directors:Mu Sik Jung, Chan Joong Park and So Young Choi, all of which are independent as set forth in the Nasdaq listing requirements. We replaced Mr. Yeon Ho Moon and Mr. David Woong-Jin Yoon with independent directors elected at the annual general meeting of shareholders held on March 29, 2005.