Pan Ocean will solidify its position as a global leading shipping and logistics company
by enhancing corporate and shareholder value based on transparent management.
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.
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.
| 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 |
| 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% |
| 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) | - | - | - | - | - |
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.
| 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 | Ahn Joong Ho | Male | 2020.03.30 ~ 2026.03.29 | Shipping | CEO, Pan Ocean Co. Ltd. |
| Inside Director | Cheon Se Gi | Male | 2015.07.18 ~ 2025.03.28 | Corporate management | 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 |
| 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 | ||||
| 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 |
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.
| Organization | Responsibility | Composition | |
|---|---|---|---|
| Independent Director Nominating Committee |
|
Four Independnet Directors | Oh Kwang Soo(Chairperson), Jeong Hak Soo, Kim Young Mo, Koo Ja Eun |
| Audit Committee |
|
Four Independnet Directors | Koo Ja Eun(Chairperson), Jeong Hak Soo, Oh Kwang Soo, Kim Young Mo |
| Internal Transactions Committee |
|
One Inside Director, Four Independent Directors | Jeong Hak Soo(Chairperson), Ahn Joong Ho, Oh Kwang Soo, Kim Young Mo, Koo Ja Eun |
| Remuneration Committee |
|
Four Independnet Directors | Oh Kwang Soo(Chairperson), Jeong Hak Soo, Kim Young Mo, Koo Ja Eun |
| ESG Committee |
|
Four Independnet Directors | Jeong Hak Soo(Chairperson), Oh Kwang Soo, Kim Young Mo, Koo Ja Eun |
