Corporate Governance
Shareholders
General Meeting of Shareholders
Hanmi Science is making various efforts to enhance the convenience of shareholders' attendance at general meetings and to ensure their exercise of voting rights. We operate an electronic voting system to facilitate the strengthening of shareholders' rights and the exercise of their voting rights. Notifications containing information such as the convocation of general meetings and agenda items are sent to shareholders holding 1% or more of the company's shares within the period stipulated in our articles of incorporation and are disclosed on the Korea Exchange's electronic disclosure system, among others. Furthermore, we strive to hold general meetings on dates that avoid concentrated shareholder meeting days to increase shareholder participation.
Category | Date of Meeting | Agenda | Resolution Details |
Annual General | 2025.03.26 | Agenda Item No. 1: Approval of the 52nd Financial Statements | Proceeded as a reporting matter |
Agenda Item No. 2: Appointment of Directors | |||
Agenda Item No. 2-1: Appointment of Lim Ju Hyun as Inside Director | Approved as proposed | ||
Agenda Item No. 2-2: Appointment of Kim Jae-gyo as Inside Director | Approved as proposed | ||
Agenda Item 2-3: Appointment of Sim Byung-hwa as Inside Director | Approved as proposed | ||
Agenda Item 2-4: Appointment of Kim Sung Hoon as Inside Director | Approved as proposed | ||
Agenda Item 2-5: Appointment of Choi Hyeon Man as Outside Director | Approved as proposed | ||
Agenda Item 2-6: Appointment of Kim Young Hoon as Outside Director | Approved as proposed | ||
Agenda Item 3: Appointment of Shin Yong Sam as Outside Director who will serve on the Audit Committee | Approved as proposed | ||
Agenda Item 4: Appointment of Audit Committee Members | |||
Agenda Item 4-1: Appointment of Choi Hyeon Man as Audit Committee Member | Approved as proposed | ||
Agenda Item 4-2: Appointment of Kim Young Hoon as Audit Committee Member | Approved as proposed | ||
Agenda Item 5: Approval of Director Remuneration Limit | Approved as proposed | ||
Board of Directors
The Board of Directors of Hanmi Science serves as the supreme standing decision-making body, resolving matters stipulated by laws or articles of incorporation, matters delegated by the general meeting of shareholders, and important matters regarding the company's fundamental management policies and business execution, while also supervising the directors' performance of their duties. To ensure effective performance of its duties, the Board of Directors' regulations (Article 13) allow each director to request the submission of relevant materials, investigations, and explanations if there is a concern that their duties may violate laws or the articles of incorporation. Furthermore, the Board of Directors' regulations (Article 10) stipulate that directors with a special interest in a resolution cannot exercise their voting rights. The Board of Directors of Hanmi Science is divided into regular board meetings held quarterly and extraordinary board meetings convened as needed when matters requiring board resolution arise. As of March 31, 2026, the Board of Directors of Hanmi Science consists of 10 members in total (4 inside directors, 3 independent directors, and 3 non-executive directors). To prevent conflicts of interest and ensure efficient board operations while reflecting the characteristics of the healthcare industry, the Chairman of the Board is appointed through a board resolution. Currently, Choi Hyeon Man, an independent director, serves as the Chairman of the Board, and the specific roles of the Board of Directors are defined in Chapter 5 of the Articles of Incorporation and the Board of Directors' regulations.
Hanmi Science Board of Directors Composition Status | As of : 2026.03.31 | ||||
Category | Name | Position | Responsibilities | Major Career | Term Expiration |
|---|---|---|---|---|---|
Inside | Kim Jae-gyo | Vice Chairman | Overall | ㆍVice President, Head of IND Division, Meritz Securities | 2028.03.26 |
Lim Ju Hyun | Vice Chairman | Global Business | ㆍPresident, Hanmi Pharmaceutical Co., Ltd. | 2028.03.26 | |
Lim Jong Hoon | President | Overall | ㆍVice President, Hanmi Pharmaceutical Co., Ltd. | 2027.03.28 | |
Sim Byung-Hwa | Vice President | Management | ㆍExecutive Director / Head of CSR TF, Samsung Biologics | 2028.03.26 | |
Independent | Choi Hyeon Man | Independent | Audit Committee Member | ㆍCEO of Mirae Asset Global Investments | 2028.03.26 |
Kim Young Hoon | Independent | Audit Committee Member | ㆍPersonnel Reviewer, National Court Administration | 2028.03.26 | |
Shin Yong Sam | Independent | Audit Committee Member | ㆍCurrent) Professor at Seoul St. Mary's Hospital | 2028.03.26 | |
Non-Executive | Bae Bo Kyung | Non-Executive | Non-Executive | ㆍCurrent) Director of Third Nature Experience | 2027.03.28 |
Shin Dong-guk | Non-Executive | Non-Executive | ㆍCEO of Gahyun Co., Ltd. | 2027.11.28 | |
Kim Nam-gyu | Non-Executive | Non-Executive | ㆍCurrent) CEO of La Defense Partners | 2029.03.31 | |
Board Composition Based on Expertise and Diversity
Hanmi Science's independent directors are comprised of healthcare industry experts and accounting professionals, reflecting the specific characteristics of the healthcare industry. Furthermore, the company ensures diversity by appointing two female directors (one inside director, one non-executive director) to the board.
Board Skill Matrix
Category | Inside Director | Independent Director | Non-Executive Director | ||||||||
Kim | Lim | Lim | Sim | Choi | Kim | Shin | Bae | Shin | Kim | ||
Expertise | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Industry | ● | ● | ● | ● | ● | ● | |||||
Laws and | ● | ● | |||||||||
Finance and Accounting | ● | ● | ● | ● | |||||||
Management | ● | ● | ● | ● | ● | ● | ● | ||||
Global | ● | ● | ● | ● | |||||||
Risk | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
Diversity | Gender | Male | Female | Male | Male | Male | Male | Male | Female | Male | Male |
Age1) | 58 | 51 | 48 | 57 | 64 | 51 | 61 | 67 | 75 | 49 | |
Hanmi Science Board of Directors Appointment and Compensation
Hanmi Science directors are appointed transparently and fairly, based on their ability to contribute to the company's development, with the approval of the regular general meeting of shareholders following recommendation from the Board of Directors. Furthermore, details regarding the recommender of director candidates, their relationship with the largest shareholder, and transactions with the company are disclosed on the electronic disclosure system prior to the general meeting of shareholders. Directors' compensation is paid within the limits approved by the general meeting of shareholders, in accordance with the Commercial Act and Hanmi Science's Articles of Incorporation. The approved compensation limit at the 2025 general meeting of shareholders was 5 billion KRW, and the total actual compensation paid was 3.879 billion KRW. During evaluation, factors such as board and committee attendance rates, independence, and expertise are comprehensively considered, and independent directors and management are comprehensively evaluated once a year based on performance in areas such as business operations, achievements, and management innovation.
Independent Director Support Organization
Department Name | NO. of Employees | Position (Years of Service) | Key Activities |
Finance Group | 7 | 1 Group Leader, 6 Team Members | Support for Board of Directors |
Key Resolutions of the Board in 2025
In 2025, a total of 10 board meetings were held, and matters such as the settlement report, the Audit Committee's internal accounting control system, and the operating regulations for the stock-based compensation system were resolved.
No. | Date of Meeting | Key Details |
01 | 2025.02.06 | ㆍSettlement Report on Separate and Consolidated Financial Statements for 2024 |
ㆍApproval of Amendments to Internal Accounting Control Regulations | ||
02 | 2025.02.13 | ㆍAppointment of New CEO |
03 | 2025.03.05 | ㆍConvening of the 52nd Annual General Meeting of Shareholders and Determination of Meeting Objectives |
ㆍResults of Operational Status Review of CEO and Internal Accounting Managers | ||
04 | 2025.03.24 | ㆍApproval of the 52nd Financial Statements |
05 | 2025.03.26 | ㆍAppointment of Chairman of the Board |
06 | 2025.04.25 | ㆍSettlement Report on Separate and Consolidated Financial Statements for 2025 Q1 |
ㆍAppointment of Compliance Officer | ||
07 | 2025.06.05 | ㆍRegarding Investment in Other Corporations |
08 | 2025.06.10 | ㆍRegarding Investment in Other Corporations (Re-discussion) |
09 | 2025.07.25 | ㆍSettlement Report on Separate and Consolidated Financial Statements for 2025 Q2 |
10 | 2025.10.29 | ㆍSettlement Report on Separate and Consolidated Financial Statements for 2025 Q3 |
Audit Committee
The Audit Committee of Hanmi Science is an audit body designed to supervise and support management in maximizing corporate value through checks and balances, and all its members are independent directors. The Audit Committee operates with quarterly regular meetings and ad-hoc meetings convened as needed, in accordance with its operating regulations.
In 2025, a total of 5 Audit Committee meetings were held to discuss matters related to Hanmi Science's financial statements and the operational status of internal accounting controls, as well as management risks that could significantly impact Hanmi Science's business activities.
Composition Status of Hanmi Science's Audit CommitteeAs of: 2026.03.31 | ||||
Category | Name | Related to Accounting and Financial Experts | ||
Relevant | Type of Expert | Relevant Experience | ||
Independent | Kim Young Hoon | - | - | - |
Choi Hyeon Man | ○ | Individuals with Experience in Financial Institutions, Government, or Securities-Related Organizations | ㆍ1997 Founding Member of Mirae Asset, CEO of Asset Management | |
Shin Yong Sam | - | - | - | |
2025 Audit Committee Training Status
Training Provider | Attending Audit Committee Members | Key Training Content |
PwC Korea Audit Committee | 3 members | ㆍInternal Accounting Control System Evaluation |
Audit Committee Support Organization
Department Name | NO. of Employees | Position (Years of Service) | Key Activities |
Finance Group | 7 | 1 Group Leader, 6 Team Members | Support for Board of Directors and Audit Committee Operations |
Compliance | 15 | 1 Executive Director, 1 Director, 1 Group Leader, | Compliance-related Tasks and Inspections (Audits) |
Key Resolutions of the Audit Committee in 2025
No. | Date of Meeting | Key Details |
1 | 2025.02.06 | • Review and confirmation of Q4 2024 financial statements |
2 | 2025.03.26 | • Matter of appointing the Audit Committee Chairperson |
3 | 2025.04.25 | • In-person meeting between external auditor and Audit Committee (Deloitte Anjin LLC) |
4 | 2025.07.25 | • In-person meeting between external auditor and Audit Committee (Deloitte Anjin LLC) |
5 | 2025.10.29 | • In-person meeting between external auditor and Audit Committee (Deloitte Anjin LLC) |
Future Plans
Moving forward, Hanmi Science will strive to improve its advanced governance structure and enhance corporate value. In particular, as part of efforts to strengthen the independence, transparency, and expertise of the board of directors, the company plans to establish and operate various committees within the board.
Protecting Shareholder Rights through Shareholder-Friendly Policies
Hanmi Science is strengthening shareholders' rights by continuously expanding its shareholder-friendly policies. Furthermore, it publishes a corporate governance report annually, transparently disclosing corporate governance information as a leading healthcare company in South Korea.
Shareholder Composition
Category | Unit | 2025 | 2024 | 2023 |
Total Number of Shares Issued | shares | 68,391,550 | 68,391,550 | 69,956,940 |
Major Shareholder and Related Parties | 38,192,426 | 43,927,700 | 39,561,356 | |
Minority Shareholders and Others | 25,210,907 | 19,441,919 | 22,843,575 | |
National Pension Service | 4,310,373 | 4,344,087 | 5,358,732 | |
Treasury Stock | 677,844 | 677,844 | 2,193,277 |
Status of Share Ownership by Management
As of December 31, 2025, a total of 4 executives (Board of Directors) own shares of our company.
Category | Name | Number of Shares Owned (shares) |
Inside Director | Kim Jae-gyo | 3,800 |
Inside Director | Lim Ju Hyun | 5,175,990 |
Inside Director | Lim Jong hoon | 3,483,808 |
Non-Executive Director | Shin Dong-guk | 11,239,739 |
Shareholder Return
Hanmi Science strives to provide higher shareholder value based on continuous growth and solid financial performance. This reflects our strong commitment to sustainable profit generation and shareholder return policies. Moving forward, Hanmi Science will continue to do its best to provide high value to shareholders, including through increasing dividends per share.
Cash Dividend Status
Category | Unit | 2021 | 2022 | 2023 | 2024 | 2025 |
Par Value Per Share | KRW | 500 | 500 | 500 | 500 | 500 |
Cash Dividend Per Share | KRW | 200 | 200 | 200 | 300 | 300 |
Total Dividends | KRW 1M | 13,191 | 13,333 | 13,553 | 20,314 | 20,325 |
Cash Dividend Yield | % | 0.4 | 0.6 | 0.5 | 1.0 | 0.8 |
(Consolidated) Cash Dividend Payout Ratio | % | 30.7 | 19.3 | 11.8 | 34.2 | 17.4 |
Long-term Plans for Stock Acquisition, Disposal and Retirement
Hanmi Science plans to utilize 70% of its treasury shares for retirement and 30% for employee stock compensation, considering the enhancement of shareholder value and linkage with employee performance compensation policies.
Category | Holding Purpose (Ratio) | Disposal Target | Plan within Disposal Period | |
|---|---|---|---|---|
Purpose | Total Quantity | |||
Treasury Shares' | Common Shares | Retirement | 448,286 shares | 448,286 shares scheduled for retirement |
Employee Stock | 80,000 shares | Approximately 80,000 shares2) scheduled for disposal | ||
80,000 shares | Scheduled for disposal after separate Board of Directors and Shareholders' Meeting resolutions | |||
32,123 shares | Scheduled for disposal after separate board of directors and general meeting of shareholders resolution | |||
Acquisition Method | Acquisition of treasury shares for specific purposes | |||
2) Calculated considering the number of shares paid for employee compensation, the actual disposal quantity may vary depending on the compensation amount based on management performance, the employee's stock compensation selection ratio, and the stock price at the time of compensation.