ESG

ESG
MANAGEMENT

Pan Ocean will solidify its position as a global leading shipping and logistics company
by enhancing corporate and shareholder value based on transparent management.

GOVERNANCE

Governance

Corporate Governance Charter

Envisioning advanced governance, we established and declared the Corporate Governance Charter in February 2022. Based on this charter, we will pursue the protection of the rights and interest of all stakeholders including shareholders and the development of a robust governance structure.

Corporate Governance Charter Preamble

Pan Ocean Co., Ltd., a global shipping company representing Korea, aims to become a global leading shipping logistics company by maximizing business capabilities accumulated in the shipping sector and revitalizing grain distribution and logistics businesses. Pan Ocean Co., Ltd. has established the Corporate Governance Charter, recognizing that it is essential in corporate governance to enhance shareholder value, form trust with various stakeholders, and promote rights and interests all together.

Shareholder Composition

(As of Dec. 31, 2023)
Shareholders Number of Shares Share Ratio (%) Transaction with Pan Ocean
Harim Holdings & specialized persons(12) 292,741,902 54.8 Not Applicable
National Pension Service 35,795,331 6.7 Not Applicable
THE GOVERNMENT OF SINGAPORE 8,418,508 1.6 Not Applicable
VANGUARD 7,218,132 1.4 Not Applicable
MORGAN STANLEY 6,103,705 1.1 Not Applicable
Others 184,291,934 34.4 Not Applicable
Total 534,569,512 100  

Voting Rights Exercised at AGM

2024 Annual General Meeting
(Unit: shares)
Agenda Number of voting shares attended at AGM Voting result Approval Rate Number of voting shares from the largest shareholder and related persons Attendance rate excluding the largest shareholder and related persons
Pros Cons or Abstention
1. To approve full year financial statements of 2022 368,723,321 364,810,436 3,912,885 98.9% 292,566,576 14.2%
2. Appointment of Independent Director and Audit committee Member (Jung Hak Soo) 72,469,045 70,300,022 2,169,023 97.0% 16,070,546 10.6%
3. To approve the ceiling on remuneration for directors of year 2024 368,723,321 331,840,417 36,882,904 90.0% 292,566,576 14.2%

Dividend

Cash dividend for FY2023: KRW 85 per share
Classification 2023 2022 2021 2020 2019
Par value (KRW) 1,000 1,000 1,000 1,000 1,000
Net income (KRW in millions, consolidated) 245,041 677,081 549,305 92,529 151,880
Net income (KRW in millions, separate) 239,540 676,532 526,659 90,928 153,711
Earnings per share (KRW, consolidated) 458 1,267 1,028 173 284
Total amount of cash dividend (KRW in millions) 45,438 80,185 53,457 26,728 -
Total amount of stock dividend (KRW in millions) - - - - -
Dividend payout ratio (%) 18.5 11.8 9.7 28.9 -
Price-dividend yield (%) 2.2 2.5 1.8 1.1 -
Cash dividend per share (KRW) 85 150 100 50 -
Stock dividend per share (shares) - - - - -

Board of Directors

As the supreme decision body at Pan Ocean, the Board of Directors consists of three inside directors and four independent directors as of end of March 2024, hence meeting the requirement provided in the Commercial Act. To ensure the Board runs efficiently based on checks and balances, the Articles of Association provide that the total number of the directors shall be at least four but not more than nine with independent directors being the majority. The recent appointment of a female independent director represents our resolution to promote diversity in the board composition.

Board composition
(As of end of March 2024)
Category Name Gender Tenure Expertise Professional experience
Inside Director Kim Hong Kuk Male 2015.07.18 ~ 2025.03.28 Corporate management CEO, Harim Holdings Co., Ltd.
Inside Director
(Chairman of BOD)
Ahn Joong Ho Male 2020.03.30 ~ 2026.03.29 Shipping/Corporate management CEO, Pan Ocean Co. Ltd.
Inside Director Cheon Se Gi Male 2015.07.18 ~ 2025.03.28 Finance/Law Head of Management Support Team, Harim Holdings Co., Ltd.
Independent Director Jeong Hak Soo Male 2021.03.30 ~ 2027.03.29 Agriculture/grain Chairman of the East Asia Agri. Association
Independent Director Oh Kwang Soo Male 2019.03.27 ~ 2025.03.28 Law Lawyer of DR & AJU Law Firm
Independent Director Kim Young Mo Male 2023.06.16 ~ 2026.06.16 Finance Former Vice-President of the KDB
Independent Director Koo Ja Eun Female 2023.03.29 ~ 2026.03.29 Accounting/tax Professor in Business Administration, University of Suwon
board activities
(2024)
Session Date Agenda and Content Approval Attendance
1st 2024.02.08 Agenda No.1 To approve Business Plan for 2024 Approved 7 / 7
Agenda No.2 To approve the date & venue and Agenda for Annual General Meeting for 2024
Agenda No.3 To approve financial statements of 2023
Agenda No.4 To approve dividend policy and cash dividend
Agenda No.5 To approve the 58th Annual Report
Agenda No.6 To approve appointment of Director & Audit Committee Member
Agenda No.7 To approve ceiling on remuneration of year 2024 for directors
Agenda No.8 To approve the standard of performance evaluation & incentive payment of year 2024 for CEO
Agenda No.9 To approve remuneration plan of the executive officers for year 2024
Agenda No.10 To approve 2024 Safety & Health Management Plan
Agenda No.11 To approve the paid-in capital increase in Singapore Subsidiary
2nd 2024.03.27 Agenda No.1 To approve the appointment of member of committees Approved 7 / 7
Agenda No.2 To approve internal transactions during 2Q FY 2024
Agenda No.3 To approve the Shipbuilding contract
board activities
(2023)
Session Date Agenda and Content Approval Attendance
1st 2023.02.10 Agenda No.1 To approve Business Plan for 2023 Approved 6 / 6
Agenda No.2 To approve the date & venue and Agenda for Annual General Meeting for 2023
Agenda No.3 To approve financial statements of 2022
Agenda No.4 To approve cash dividend
Agenda No.5 To approve the 57th Annual Report
Agenda No.6 To approve appointment of Directors & Audit Committee Members
Agenda No.7 To approve ceiling on remuneration for directors of year 2022
Agenda No.8 To approve the standard of performance evaluation & incentive payment of year 2023 for CEO
Agenda No.9 To approve remuneration plan of the executive officers for year 2023
Agenda No.10 To approve the paid-in capital increase in Singapore Subsidiary
Agenda No.11 To approve enactment of the regulation on the Anti-corruption Program (AP) and the appointment of the AP Manager
2nd 2023.03.29 Agenda No.1 To approve the appointment of CEO and Chairman of BOD Approved 7 / 7
Agenda No.2 To approve the appointment of member of committees
Agenda No.3 To approve internal transactions during 2Q FY 2023
3rd 2023.05.09 Agenda No.1 To approve to convene an extraordinary general meeting of shareholders Approved 6 / 6
Agenda No.2 To approve appointment of a Director & Audit Committee Member
4th 2023.06.16 Agenda No.1 To approve the appointment of member of committees Approved 7 / 7
Agenda No.2 To approve an increase in joint expense for the service of Group Consolidated Internal Control over Financial Reporting (“ICFR”)
Agenda No.3 To approve internal transactions during 3Q FY 2023
5th 2023.08.09 - - - 7 / 7
6th 2023.08.16 - - - 7 / 7
7th 2023.09.20 Agenda No.1 To approve internal transactions during 4Q FY 2023 Approved 7 / 7
8th 2023.10.16 Agenda No.1 To approve for expedite a long-term contract Approved 7 / 7
Agenda No.2 To Approve Ship Financing on 4 new 174,000 CBM LNG Carriers
Agenda No.3 To approve disposal of shares in a company
9th 2023.11.09 Agenda No.1 To approve an increase in internal transactions of FY 2023 Approved 7 / 7
10th 2023.11.20 Agenda No.1 To approve submission of a bid for the acquisition of shares Approved 7 / 7
11th 2023.12.21 Agenda No.1 To approve internal transactions of FY 2024 Approved 7 / 7

Committees within the Board of Directors

Pan Ocean has established and operated the Independent Director Nominating Committee, Audit Committee, Internal Transactions Committee, Remuneration Committee, and ESG Committee within the Board of Directors. All committees within the Board of Directors form a majority of independent directors to promote independent and objective operations. ESG Committee was established autonomously in May 2022 to promote sustainable management more comprehensively and systematically.

Committees within the Board of Directors
(As of end of March 2024)
Organization Responsibility Composition
Independent Director Nominating Committee
  • Assess the independence, diversity, and ability of potential candidates for Independent Director positions
  • Recommend candidates to the Board
Four Independnet Directors Oh Kwang Soo(Chairperson),
Jeong Hak Soo,
Kim Young Mo,
Koo Ja Eun
Audit Committee
  • Review and audit matters concerning management of the Company, including the Company’s financial situation
Four Independnet Directors Koo Ja Eun(Chairperson),
Jeong Hak Soo,
Oh Kwang Soo,
Kim Young Mo
Internal Transactions Committee
  • Voluntarily comply with fair transaction regulations to enhance corporate transparency
One Inside Director, Four Independent Directors Jeong Hak Soo(Chairperson),
Ahn Joong Ho,
Oh Kwang Soo,
Kim Young Mo,
Koo Ja Eun
Remuneration Committee
  • Ensure the objectivity and transparency of the decision-making process for Director compensation
Four Independnet Directors Oh Kwang Soo(Chairperson),
Jeong Hak Soo,
Kim Young Mo,
Koo Ja Eun
ESG Committee
  • Responsible for managing, supervising, evaluating, and reviewing strategies and key issues related to the company's environment, social and corporate governance
Four Independnet Directors Jeong Hak Soo(Chairperson),
Oh Kwang Soo,
Kim Young Mo,
Koo Ja Eun