Board Composition
Inside Director
Jang Cheol Hyuk
Position Co-CEO
Job Supervision of All Businesses
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Co-CEO
SKINFOOD CFO
Samil PwC Director
Tak Young Jun
Position Co-CEO
Job Supervision of All Businesses
Tenure 3yrs
Date of Appointment 2024.03.27
Date of Initial Appointment 2024.03.27
Major Experience Curr) SM Entertainment Co-CEO
Curr) SM Entertainment COO
SM Entertainment Head of Singer Management Division
Choi Jung Min
Position Inside Director
Job Supervision of Global Business
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Inside Director
Curr) Head of SM Entertainment Global Business Center
Head of SM Entertainment International Support Center
Outside Director
Kim Kyu Shik
Position Outside Director (Board Chair)
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Outside Director
Curr) Chairman of Korean Corporate Governace Forum’s
Curr) Director/Portfolio Manager of Ternary Fund Management
Kim Tae Hee
Position Outside Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Outside Director
Curr) Representative Attorney at Pyeongsan Law Firm
Curr) Non-executive Judge at Prime Minister Tax Tribunal
Moon Jeong Bin
Position Outside Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Outside Director
Curr) Professor at Korea University Business Administration
Curr) Chief Editor of Journal of Strategic Management
Lee Seung Min
Position Outside Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Outside Director
Curr) Partner Attorney at Peter & Kim
Partner Attorney at SHIN & KIM LLC
Cho Seong Moon
Position Outside Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Outside Director
Curr) CEO of Chartmetric
Scrum Ventures Venture Partner
Non-executive Director
Lee Chang Hwan
Position Non-executive Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Non-executive Director
Curr) CEO of ALIGN Partners
Director of KKR Korea
Jang Yoon Joong
Position Non-executive Director
Job Supervision of Business Strategy
Tenure 3yrs
Date of Appointment 2023.03.31
Date of Initial Appointment 2023.03.31
Major Experience Curr) SM Entertainment Non-executive Director
Curr) Co-CEO of Kakao Entertainment USA
GSO of Kakao Entertainment
Activities of the Board of Directors
2023
- 1. The provision of the Provisional Outside Director Candidate Recommendation CommitteeApproved
- 2. The provisional outside director candidate recommendation committee member appointmentApproved
- 3. The disclosure of dividend payout ratioApproved
- 1. Detailed Implementation Plan for SM 3.0 Core Growth Strategy
- 1-1. The business cooperation contract conclusionApproved
- 1-2. Issuance of convertible bondsApproved
- 1-3. Capital increaseApproved
- 2. 2023 Safety/Health management planApproved
- 3. The lease termination agreementApproved
- 4. Signing a joint agreement on music copyright authorizationApproved
- 5. The charter of corporate governance enactmentApproved
- Major activities of compliance officers in 2022
- 1. FY22 financial statements, etc.Approved
- The results of the inspection of the operation of the internal accounting management system
- 1. DividendsApproved
- 2. Decision to convene the 28th AGMApproved
- shareholder proposal
- 1. Shareholder return policy establishmentApproved
- 2. A trust contract for the acquisition of treasury stocksApproved
- 1. The first agenda of February 7th, 2023 BoD changeApproved
- 1. A trust contract for the acquisition of treasury stocksApproved
- 1. Confirmation of FY22 financial statements, etc.Approved
- 2. Capital increase participationApproved
- 3. Capital increase participation and acquisition of old sharesApproved
- 4. Capital increase participationApproved after revision
Among the agenda items of the board of directors held on March 24th
item 4 was approved after revision of the amount of capital increase during the deliberation of directors and an auditor.
- 1. The revision of the board of directors' regulationsApproved
- 2. The chairman of the Board of Directors appointmentApproved
- 3. The introduction of a sole CEO system(Approval of the abolishment of the co-CEO regulation)Approved
- 4. CEO appointmentApproved
- 1. Contract with Weverse Company Inc.Approved
- 1. Establishment of committee and appointment of committee membersApproved
- 2. Establishment of committee regulationsApproved
- Identification of material issues on SM's sustainability management
- 1. Additional limit on Export-Import Bank of Korea's export growth fund loanApproved
- 1. Self-dealing contractApproved
- 1. Self-dealing contractApproved
- 2. Self-dealing contractApproved
- 3. Self-dealing contractApproved
- 4. Establishment of human rights management declarationApproved
- Changes of material issues on SM's sustainability management
- Sustainability management report
- 1. Participation in paid-in capital increaseApproved after revision
- 2. Digital content supply contract with Meta platformApproved
Among the agenda items of the board of directors held on July 10th,
item 1 was approved after revision of the amount of capital increase during the deliberation of directors and an auditor.
- 1. Self-dealing contractApproved
- 1. Self-dealing contractApproved
- 2. Participation in paid-in capital increaseApproved after revision
- 3. Conclusion of Sales and Purchase AgreementApproved
Among the agenda items of the board of directors held on August 10th,
item 2 was approved after revision of the amount of capital increase during the deliberation of directors and an auditor.
- 1. Branch abolitionApproved
- 2. Self-dealing contractApproved
- 3. Self-dealing contractApproved
- 4. Self-dealing contractApproved
- 5. Self-dealing contractApproved
- 6. Self-dealing contractApproved
- 1. Self-dealing contractApproved
- 2. Self-dealing contractApproved
- 3. RSU enforcementApproved
- 1. Self-dealing contractApproved
- 2. Self-dealing contractApproved
- 3. Amendment of agenda item 3 of the board meeting dated October 18, 2023Approved
- 1. Branch abolitionApproved
- 2. Self-dealing contractHolded
- 3. Self-dealing contractApproved
- 4. Self-dealing contractApproved
- 5. Self-dealing contractApproved
- 6. Self-dealing contractApproved
2022
- 1. Establishing a new corporationApproved
- 2. Conclusion of a stock transfer contractApproved
- 3. Proceeding the acquisition of new sharesApproved
- 4. Comprehensive transactions with SM Brand Marketing Co., LtdApproved
- 5. Comprehensive transactions with SM Life Design Co., LtdApproved
- Major activites of compliance officers in 2021
Among the board of directors' agendas, in the case of transactions between directors, etc. under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Among the agenda items of the board of directors held on January 11, 2022, agenda items 2 and 4/Director Lee Sung Su
- Among the agenda items of the board of directors held on January 11, 2022, agenda No. 5/Director Tak Young Jun
- 1. FY21 financial statements, etc.Approved
- 2. DividendsApproved
- 3. Decision to convene the 27th AGMApproved
- 4. Establishing an investment companyApproved
- 5. The disposal of treasury sharesApproved
- 6. Safety/Health management planApproved
- 7. Self-dealing contractApproved
- The results of the inspection of the operation of the internal accounting management system
- Shareholder proposals(Proposal of audit candidates) : Disposition of treasury stocks
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 7 of the board of directors agenda held on February 24, 2022 / Director Lee Sung Su
- 1. Self-dealingApproved
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 1 of the board of directors agenda held on March 7, 2022 / Director Lee Sung Su
- 1. The agenda addition of the 27th AGMApproved
- 1. The conclusion of the agreement attached to the joint business contractApproved
- 2. Capital increaseApproved
- 3. The contraction for the production of the performanceApproved
- 4. The partial withdrawal of the agenda of the 27th AGMApproved
- 1. The contraction for treasury stock acquisitionApproved
- SM Entertainment ESG training and report publishing plan
- 1. Revision of the employment rulesApproved
- 2. Plan of forming ESG consultative bodyApproved
- 3. Conclusion of a stock transfer contractApproved
- 1. Export-Import Bank of Korea’s export growth fund loanApproved
- 2. Progressing capital increaseHolded
In the case of the 2nd agenda of the board of directors held on June 16, 2022, we decided to review it again if necessary after further review.
- 1. Self-dealing contractApproved
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 1 of the board of directors agenda held on June 21, 2022 / Director Lee Sung Su
- 1. Production license agreement terminationApproved
- 2. Self-dealing contractApproved
- SM major contract review
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 2 of the board of directors agenda held on October 14, 2022 / Director Lee Sung Su
- 1. SM integrated space transfer project interior settlement agreementApproved
- 2. Self-dealing contractApproved
- 3. Compliance officer appointmentApproved
- 4. Change of the default contract for performance productionApproved
- ESG management strategy framework
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 2 of the board of directors agenda held on October 28, 2022 / Director Lee Sung
- 1. Capital increaseApproved
- 2. Counselor appointmentApproved
- 3. The official fan club community business partnership contractApproved
- Environment policy establishment
- 1. Self-dealing contractApproved
Among the board of directors' agendas, in the case of transactions between directors, etc.
under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.
- Proposition 1 of the board of directors agenda held on December 29, 2022 / Director Tak Young Jun
2021
- 1. Selling shares of Astory Co., LtdApproved
- 2. Sale of SM Studio CenterApproved
- Major activities for compliance support in 2020
- 1. The conclusion of the agreement attached to the production license contractApproved
- 1. Operating money loanApproved
- 1. Money loanApproved
- 1. The 26th financial statements, ectApproved
- 2. Decision to convene the 26th AGMApproved
- 3. The joint guarantee of share option loanApproved
- The results of the operation inspection of the internal accounting management system
- 1. The production license agreementApproved
- 2. Dream Maker’s joint guaranteeApproved
- 3. Disposal of assetsApproved
- 4. Safety/Health management planApproved
- 1. The establishment of SM Studio Co., LtdApproved
- 1. The trust contract for treasury stock acquisitionApproved
- 2. The extension of trust contract for treasury stock acquisitionApproved
- 1. Export-Import Bank of Korea’s Export Growth Fund LoanApproved
- 2. Dissolution of SM F&B Development CorporationApproved
- 1. Relocation of the head officeApproved
- 2. The brand use contractApproved
- 3. The joint guarantee of stock-option loanApproved
- 1. The cancellation of granting stock optionsApproved
- 1. The conclusion of the annex agreementApproved
- 2. The revision of the Employment RulesApproved
- 3. Directors' Self-TransactionsApproved
In the board of directors' agenda on August 10, 2021, ‘Approval of Directors' Self-Transactions’ is a transaction between directors, etc. under the Commercial Act, so CEO Lee Sung-soo, who has an interest in the agenda, did not exercise voting rights.
- 1. Disposal of assetsApproved
- 2. The enactment of the ‘Regulations on Management and Operation of Workplace Sports Teams’Approved
- 1. Branch installationApproved
- 1. The appointment of a counselorApproved
2020
- 1. Settlement of the 25th financial statements(consolidation)Approved
- 2. The report on the results of the operation inspection of the internal accounting(internal control) systemApproved
- 3. Decision to convene the 25th AGMApproved
- 4. The joint guarantee of share option loanApproved
- 5. Change of Lysn community operations management contractApproved
- 6. Change of co-representative directorApproved
- 1. Re-appointment of co-representative directorApproved
- 2. Dream Maker’s joint guaranteeApproved
- 3. The extension of the loan periodApproved
- 4. The agreement to change the production license agreementApproved
- 1. The extension of trust agreement for acquisition of treasury sharesApproved
- 1. Export-Import Bank of Korea’s Export Growth Fund loanApproved
- 1. The establishment of ethical standardsApproved
- 1. The participation in paid-in capital increaseApproved
- 2. The change of joint guaranteeApproved
- 3. DearU service commercialization contractApproved
- 4. Branch installationApproved
- 5. Branch abolitionApproved
- 1. Concluding a joint business agreementApproved
- 2. Issuance of new shares of SMEJ PlusApproved
- 3. Issuance of new shares and convertible bondsApproved
- 1. Conclusion of a trust contract for treasury stock acquisitionApproved
- 1. Conclusion of lease agreementApproved
- 1. Branch abolitionApproved
- 2. Directors' Self-TransactionsApproved
Committees under the Board of Directors
SM Entertainment operates the Outside Director Candidate Recommendation Committee, Internal Transactions Committee, Compensation Committee, and Governance Committee under the Board of Directors. The committee, composed of outside directors and other non-executive directors with expertise in various fields, reviews and deliberates on issues entrusted by the board of directors.
Organization Chart
Outside Director
Candidate
Recommendation
Committee
Intemal Transactions
Committee
Compensation
Committee
Govemance
Committee
Outside Director
Candidate
Recommendation
Committee
Intemal Transactions
Committee
Compensation
Committee
Govemance
Committee
An Overview of the Code of Ethics
With unwavering respect for laws and market regulations, SM Entertainment strives to become a trusted company. Our Code of Ethics is developed and implemented in adherence to the principles of responsible conduct and value judgment.
Code of Ethics
Treatment
of Shareholders and Investors
Equal treatment of all shareholders
and transparent dissemination of information
Treatment of Customers
Respecting and protecting customers
Treatment of Business Partners, etc
Fair competition and trade
Responsibility toward Society
Compliance with laws and regulations, contribution
to social development and environmental protection
Responsibility toward Employees
Equal treatment and promotion of safe
and favorable working conditions
Employee Code of Ethics
Task performance, asset protection, prevention
of conflicts of interest, etc.