The company filed its annual corporate governance report for FY2025, disclosing a 40% compliance rate with the 15 core governance indicators set by the Korea Exchange. Compared with the prior period, the company newly adopted electronic voting, avoided concentrated AGM dates, and began holding quarterly meetings between the internal audit body and external auditors without management present. However, key gaps remain: no 4-week advance AGM notice, no formal CEO succession plan, no internal control/risk management policy, no independent audit support organization, no board gender diversity, and the board chair is not an independent director. The board consists of just 2 inside directors and 1 outside director, and the largest shareholder (Kwak Dong-shin) holds 55.75% with minority shareholders at 38.43%. Consolidated FY2025 revenue rose to KRW 576.7 bn (vs. KRW 558.9 bn prior), though operating profit slipped slightly to KRW 251.4 bn; net income recovered to KRW 214.0 bn.
Full Translation
Amended Filing — Common
Corporate Governance Report Disclosure
[000001] Corporate Governance Report Filing
[000002] I. Company Overview
1. Company Name: Hanmi Semiconductor Co., Ltd.
2. Disclosure Period and Report Reference Date:
- Disclosure period start: 2025-01-01
- Disclosure period end: 2025-12-31
- Report reference date: 2026-06-01
2-1. Current ~ Two Periods Prior Fiscal Years:
- Current period: 2025-01-01 ~ 2025-12-31
- Prior period: 2024-01-01 ~ 2024-12-31
- Two periods prior: 2023-01-01 ~ 2023-12-31
3. Personnel Responsible for Preparing the Corporate Governance Report:
- Disclosure Officer: Kim Jung-young, Vice President, IR Division, Tel: 032-580-1707, Email: mavekim@hanmisemi.com
- Working-level Staff: Cho Jae-hoon, Assistant Manager, IR Department, Tel: 032-580-1707, Email: 2021089@hanmisemi.com
4. Table 1-0-0: Company Overview
- Largest shareholder, etc.: Kwak Dong-shin
- Largest shareholder ownership ratio: 55.75%
- Minority shareholder ownership ratio: 38.43%
- Industry: Non-financial
- Main products: Semiconductor manufacturing equipment
- Subject to Fair Trade Act business group designation: No
- Subject to Public Institutions Operation Act: No
- Business group name: Not applicable
Summary Financials (KRW millions):
- (Consolidated) Revenue: Current 576,685 / Prior 558,917 / Two prior 159,009
- (Consolidated) Operating profit: Current 251,390 / Prior 255,392 / Two prior 34,571
- (Consolidated) Net income: Current 214,008 / Prior 152,614 / Two prior 267,168
- (Consolidated) Total assets: Current 813,332 / Prior 710,872 / Two prior 723,839
- Separate total assets: Current 798,623 / Prior 820,007 / Two prior 743,388
[000003] Status of Compliance with Core Governance Indicators
Compliance rate: 40%
5. Status of Compliance with Core Governance Indicators (Current Period / Prior Period):
- AGM convocation notice issued 4 weeks in advance: No / No
- Electronic voting conducted: Yes / No
- AGM held outside concentrated dates: Yes / No
- Predictability provided on cash dividends: Yes / Yes (Cash dividend record date separated from AGM voting record date)
- Dividend policy and implementation plan notified to shareholders at least once a year: No / No
- CEO succession policy established and operated: No / No
- Risk management and other internal control policies established and operated: No / No
- Board chairperson is an outside director: No / No
- Cumulative voting system adopted: No / No
- Policy established to prevent appointment of executives responsible for damaging corporate value or violating shareholder rights: No / No
- Board members not all of a single gender: No / No
- Independent internal audit department (internal audit support organization) established: No / No
- Accounting or finance expert exists in internal audit body: Yes / Yes (Accounting/finance expert pursuant to Article 37-2 of the Enforcement Decree of the Commercial Act)
- Internal audit body holds meetings with external auditor at least once per quarter without management attendance: Yes / No
- Procedure ensuring internal audit body has access to important management information: Yes / Yes
[000004] II. Corporate Governance Status
[100000] 1. General Corporate Governance Policy
A. Overall description of the company's policy direction and key considerations regarding corporate governance:
The Company strives to build a transparent and sound governance structure to implement a sustainable management system and enhance shareholder value. Through fair and transparent responsible management, we pursue mutual prosperity based on the enhancement of rights and interests of stakeholders including shareholders, customers, and employees, and on mutual trust and respect. The Company's Board of Directors is the core body that makes strategic decisions on important management matters and independently supervises management. Through institutional mechanisms in the Articles of Incorporation and Board Regulations, the Company ensures that the Board operates and is supported in performing its functions smoothly and effectively. For the independence and soundness of the Board, as of the report submission date, the Company maintains a structure of 2 inside directors and 1 outside director, with at least one-quarter of directors appointed as outside directors. Pursuant to Article 9, Paragraph 3 of the Board Regulations, directors with a special interest in a Board resolution may not exercise voting rights. In addition, the Board receives annual reports on the operation of the internal accounting control system, supporting management in sound decision-making and effectively supervising the execution of management's duties as the company's highest decision-making body. Through these governance principles and policies, the Company will strive to secure transparency and soundness of management and build a sustainable management system.
B. Unique governance characteristics of the company:
For the independence and soundness of the Board, as of the report submission date, the Company maintains a structure of 2 inside directors and 1 outside director, with at least one-quarter of directors appointed as outside directors. Pursuant to Article 9, Paragraph 3 of the Board Regulations, directors with a special interest in a Board resolution may not exercise voting rights. The Board also receives annual reports on the operation of the internal accounting control system, supporting management in sound decision-making and effectively supervising the execution of management's duties as the highest decision-making body. Through these governance principles and policies, the Company will strive to secure transparency and soundness of management and build a sustainable management system.
[Translation truncated]
Past performance does not guarantee future results. Small sample sizes may not be representative. For informational purposes only.