Boryung

Governance

You can check reports such as information on stockholders of Boryung.

Company Overview
Shareholders
Board of Directors
Audit Organization
Key Indicators of Governance
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Company Overview

Boryung has become a company that contribute to human health over the past 60 years since its establishment in 1957.

Company overview

Company overview
Company name	Boryung Coporation	CEO	Jay Kim (Kim Jung-gyun), Daniel Chang (Jang Doo-hyun)
Established	November 11, 1963	Listed (on KOSPI)	October 24, 1988
Industry	Pharmaceutical	Share capital	KRW 34.3 billion (As end of - 2021)
Base date	December	Total assets	KRW 828.69 billion (As end of - 2021)
HQ	Boryung Building, 136 Changgyeonggung-ro, Jongno-gu, Seoul, Republic of Korea	Contact	+82-2-708-8000

Shareholders

Boryung will strive to guarantee shareholders rights and build a shareholder-friendly corporate culture.

Shares Outstanding

As of December 31, 2021

Shares Outstanding
	Number of ordinary shares issued (in share)	Amount per share	Share capital
Common	68,690,000	KRW 500	KRW 34,345,000,000
Preferred	-	-	-
Total	68,690,000	KRW 500	KRW 34,345,000,000

Treasury Shares

As of December 31, 2021

Treasury Shares
	Number of shares	Remark
Common	2,804,290
Preferred	-
Total	2,804,290	Acquisition of treasury shares by trust contract, etc.

Shareholder return over the past 5 years

Based on K-IFRS (Korean International Financial Reporting Standards) consolidated statement

Dividend status for past 5 years
		The 58th	The 57th	The 56th	The 55th	The 54th
Par value (KRW)		500	500	500	500	2,500
Profit (KRW 1 million)		43,119	26,860	32,222	20,306	56,478
(Based on Separate financial statements) Profit (KRW 1 million)		27,120	27,048	34,348	22,902	55,352
Basic earnings per share (KRW)		689	462	744	544	1,334
Annualized Payout (KRW 1 million)		6,589	4,511	4,204	2,522	6,800
Annualized Payout (Shares)		-	-	-	-	-
Dividend payout ratio (%)		15.28	16.68	13.05	12.42	12.04
Cash Dividend yield (%)	Common	0.7	0.5	0.7	0.6	1.9
Cash Dividend yield (%)	Preferred	-	-	-	-	-
Share Dividend yield (%)	Common	-	-	-	-	-
Share Dividend yield (%)	Preferred	-	-	-	-	-
Dividend per share (KRW)	Common	100	100	100	60	800
Dividend per share (KRW)	Preferred	-	-	-	-	-
Dividend per share (Shares)	Common	-	-	-	-	-
Dividend per share (Shares)	Preferred	-	-	-	-	-

Shareholder Structure

The largest shareholders and related parties

As of December 31, 2021

The largest shareholders and related parties
Shareholder	Relationship		Number of shares owned and ownership percentage
			Beginning of term		End of term
			Number of shares	Ownership (%)	Number of shares	Ownership (%)
Boryung Holdings Co., Ltd.	Oneself	Common	18,542,523	38.94	25,484,748	37.1
Kim Seung-ho	Executive Director of the affiliates	Common	296,692	0.62	0	0
Kim Eun-seon	Executive Director	Common	5,412,040	11.37	7,142,296	10.4
Jay Kim (Kim Jung-gyun)	Executive Director	Common	619,520	1.3	817,583	1.19
Medience Co., Ltd.	Affiliates	Common	2,305,502	4.84	3,042,582	4.43
Boryung Jungbo Foundation	Foundation	Common	60,715	0.13	471,670	0.69
Total		Common	27,236,992	57.2	36,958,879	53.81

Minority Shareholders

As of December 31, 2021

Minority Shareholders
	Number of shareholders	Percentage	Number of shares	Percentage	Remark
Minority Shareholders	37,046	99.92%	23,796,157	34.64%	-

Result of Annual General Shareholders Meeting

Result of Annual General Shareholders Meeting
	The 56th (FY 2019)		The 57th (FY 2020)		The 58th (FY 2021)
Total number of the common shares	44,200,000		47,620,000		68,690,000
Total number of the common shares with voting rights	42,040,090		45,110,967		65,885,710
Shares present	27,475,867		31,186,242		44,605,096
Attendance rate	65.4%		69.1%		67.7%
The largest shareholders and related parties	23,316,182		27,236,992		36,958,879
Attendance rate excluding the largest shareholder and related parties	22.2%		22.1%		26.4%
Agenda	Agenda No.1: Approval of financial statements	Agree 97.5%, Disagree 2.5%	Agenda No.1: Approval of financial statements	Agree 98.5%, Disagree 1.5%	Agenda No.1: Approval of financial statements	Agree 98.8%, Disagree 1.2%
	Agenda No.2: Appointment of Executive Director (An Jae-hyeon)	Agree 99.2%, Disagree 0.8%	Agenda No.2: Appointment of Executive Director (Kim Eun-seon)	Agree 99.2%, Disagree 0.8%	Agenda No.2-1: Appointment of Executive Director (Jay Kim)	Agree 97.1%, Disagree 2.9%
	Agenda No.3: Amendments to the Articles of Incorporation	Agree 85.3%, Disagree 14.7%	Agenda No.3: Amendments to the Articles of Incorporation	Agree 99.7%, Disagree 0.3%	Agenda No.2-2: Appointment of Executive Director (Daniel Chang)	Agree 97.2%, Disagree 2.8%
	Agenda No.4: Granting of stock options	Agree 91.3%, Disagree 8.7%	Agenda No.4: Approval of Director Remuneration Limit	Agree 93.3%, Disagree 6.7%	Agenda No.2-3: Appointment of Executive Director (Kim Sung-jin)	Agree 97.2%, Disagree 2.8%
	Agenda No.5: Approval of Director Remuneration Limit	Agree 100%	Agenda No.5: Approval of Auditor Remuneration Limit	Agree 99.0%, Disagree 1.0%	Agenda No.2-4: Appointment of Independent Director (Park Yun-sik)	Agree 97.2%, Disagree 2.8%
	Agenda No.6: Approval of Auditor Remuneration Limit	Agree 100%			Agenda No.2-5: Appointment of Independent Director (Cha Tae-jin)	Agree 97.2%, Disagree 2.8%
					Agenda No.3: Appointment of the Auditor (Lee Jae-sul)	Agree 78.0%, Disagree 22.0%
					Agenda No.4: Amendments to the Articles of Incorporation	Agree 99.3%, Disagree 0.7%
					Agenda No.5: Granting of stock options	Agree 93.4%, Disagree 6.6%
					Agenda No.6: Approval of Director Remuneration Limit	Agree 99.2%, Disagree 0.8%
					Agenda No.7: Approval of Auditor Remuneration Limit	Agree 99.2%, Disagree 0.8%

Board of Directors

Boryung’s Board of Directors (the “Board”) is currently composed of 4 Executive Directors and 2 Independent Directors.
The Board leverages its expertise and skills in various fields to ensure efficient and strategic decision making.

Board Composition

As of March 25, 2022 (After the 58th Annual General Shareholders Meeting)

Board Composition
Name	Positions	Date of appointment	Term	Area of expertiese	Liability insurance
Jay Kim (Kim Jung-gyun)	Chairman of the Board & CEO	2022.03.25	3 years	Overall management	Subscribed
Daniel Chang (Chang Doo-hyun)	CEO	2022.03.25	3 years	Overall management	Subscribed
Kim Eun-seon	Executive Director	2021.03.26	3 years	Overall management	Subscribed
Kim Sung-jin	Chief Strategy Officer	2022.03.25	3 years	Overall management	Subscribed
Park Yun-sik	Independent Director	2022.03.25	3 years	Overall management	Subscribed
Cha Tae-jin	Independent Director	2022.03.25	3 years	Overall management	Subscribed

Board Committees

As of June 30, 2022

Board Committees
Name	Members	Responsibilities
Personnel Committee	Kim Eun-seon Jay Kim (Kim Jung-gyun) Cha Tae-jin	① Matters concerning the limit of remuneration for Board of directors ② Matters concerning the evaluation of executives, performance compensation policies, and related internal regulations ③ Determination of details of the terms of the contract, etc. related to grant of stock options ④ Matters concerning the appointment and dismissal of managers, counselors, and advisors ⑤ Recommendation of candidates for independent directors ⑥ Other matters delegated by the Board of directors
Investment Committee	Jay Kim Kim Sung-jin Park Yun-sik	① Matters concerning investment of 5/100 or more of the total assets amount; ② Matters concerning investment of 5/100 or more of equity capital; ③ Matters concerning major investments that require changes to plans other than those reflected in annual/medium- and long-term management plans; ④ Other matters delegated by the Board of directors

Activities

Activities
	Date	Agenda	Results	Executive Director				Independent Director
	Date	Agenda	Results	An Jae-hyeon (Attendance rate: 100%)	Lee Sam-su (Attendance Rate: 100%)	Kim Eun-seon (Attendance Rate: 100%)	Daniel Chang (Attendance Rate: 100%)	Park Yun-sik (Attendance Rate: 100%)	Cheon In-gu (Attendance Rate: 100%)
1	2021.02.25	Agenda No.1: Holding of the 57th Annual General Shareholders Meeting	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.2: Recommendation of director candidates	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.3: Decision on agenda for the 57th Annual General Shareholders Meeting	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.4: Implementation of the electronic voting	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.5: Approval of the health and safety plan	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.6: Extension of trust contract for acquiring treasury shares	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.7: Resolution on stock option evaluation	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.8: Approval of Related Party Transactions	Approved	Agree	Agree	Agree	Agree	Agree	Agree
2	2021.04.19	Agenda No.1: Contribution of the shares held by VIGENCELL to the employee’s stock ownership association	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.2: Extension of the term of overdrafts	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.3: Resolution on Seasoned Equity Offering	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.4: Resolution on Bonus Issue	Approved	Agree	Agree	Agree	Agree	Agree	Agree
3	2021.08.30	Agenda No.1: Appointment of CEO	Approved	Agree	Agree	Agree	Agree	Agree	Agree
3	2021.08.30	Agenda No.2: Approval of LBA (Legacy Brands Acquisition)	Approved	Agree	Agree	Agree	Agree	Agree	Agree
4	2021.10.26	Agenda No.1: Change on person in charge of anti-bribery and compliance manager	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.2: Receipt of new loans for facilities	Approved	Agree	Agree	Agree	Agree	Agree	Agree
		Agenda No.3: Receipt of new loans for facilities	Approved	Agree	Agree	Agree	Agree	Agree	Agree
5	2021.11.25	Agenda No.1: Report on management review of ISO37001 anti-bribery management system	Approved	Agree	Agree	Agree	Agree	Agree	Agree
6	2021.12.15	Agenda No.1: Investment in RECUON	Approved	Agree	Agree	Agree	Agree	Agree	Agree
6	2021.12.15	Agenda No.2: Capital increase for Boryung Consumer Healthcare	Approved	Agree	Agree	Agree	Agree	Agree	Agree

Audit Organization

Boryung has established an audit organization under the direction and control of a full-time auditor to properly conduct internal audits and smoothly achieve audit objectives (hereinafter referred to as the audit team), and the independence of the full-time auditors and the audit team is ensured in accordance with the internal auditing guidelines in order to perform objective tasks.

Audit

Audit
Title	Name	Date of appointment	Terms	Liability insurance
Auditor	Lee Jae-sul	2022.03.25	3 years	Subscribed

Independent Auditor

Independent Auditor
Name	Date of appointment	Contract terms	Recent Result
KPMG Samjong Accounting Corp.	2021.12.13	2022.01.01 ~ 2024.12.31	Unqualified Opinion

Key Indicators of Governance

Boryung strives to establish a sound governance structure that upholds the rights and interests of shareholders and focuses on the interests and balance of stakeholders.

Compliance of key indicators of governance

Compliance of key indicators of governance
	Key indicators	2021
Shareholders	Send the convocation notice four weeks prior to the annual general shareholders meeting	O
	Implement the electronic voting	O
	Set the date for the annual general shareholders meeting to avoid a concentration period	X
	Notify shareholders of the dividend policy and the dividend implementation plan at least once a year	O
Board of Directors	Develop and implement a succession policy for CEO (including an emergency appointment policy)	O
	Develop and operate internal control policy	O
	Separate the Chairman of the Board and the CEO	X
	Adopt a cumulative voting	X
	Develop a policy to prevent corporate damages or violation of shareholders’ rights	O
	Ensure that the term of appointment of an independent director not exceed six years	O
Audit	Provide training for an internal auditor at least once a year	X
	Establish an independent audit department (organization supporting a statutory auditor)	O
	Assure the presence of accounting or financial experts in the audit	O
	Hold a quarterly meeting of the independent auditors (held by the audit) without management	O
	Allow auditors to access management-related information in the process	O

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