Hyundai Mobis : 2022 Corporate Governance Report

2022 Hyundai Mobis

Corporate Governance Report

Hyundai Mobis Co., Ltd.

In accordance with Article 24-2 of the KOSPI Market Disclosure Regulations, Hyundai Mobis has published this Report to help investors understand the current status of corporate governance. This Report on Hyundai Mobis corporate governance structure has been prepared and is current as of December 31, 2022, and any changes taking place as of the end of May 2023 have been separately specified. Please also be advised that, as for the details of the governance-related activities within the Report, those of the period subject to disclosure (running from January 1, 2022 until December 31, 2022) are provided, and the results of material changes, if any, that were made between the record date of this Report and the end of May 2023 have been separately specified with the effective date of such changes.

• This English version report is a translation of the original report in Korean that was disclosed on May 31, 2023.

Contents

Ⅰ . Overview

Ⅱ. Status of Corporate Governance

1. Corporate Governance Policy

Ⅰ . Overview

• Company name : Hyundai Mobis Co., Ltd.
• Prepared by : (Principal) Taekjin Choi, Senior Manager of the IR Team (TEL: 02-2018-5207) (Deputy) Chaeyoung Youn, Manager of the IR Team (TEL: 02-2018-5235)
• Date of Report : December 31, 2022
• Company Overview

1. As of the end of 2022

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Ⅱ. Status of Corporate Governance

1. Corporate Governance Policy

1. Principles of Governance

As a global company, Hyundai Mobis is endeavoring to secure credible relationship with all stakeholders and faithfully carry out management activities through building sound corporate governance. The Company promotes the transparent and responsible management under the supervision of a professional and independent board of directors, and pursues the promotion of the rights of the shareholders, customers, partners and all the other stakeholders in a balanced manner. Through such, the Company attempts to position itself with continuously sustainable future.

1. Direction and Priority of Policy A. Shareholders

In accordance with the Articles of Incorporation and the Corporate Governance Charter, Hyundai Mobis endeavors to (1) provide fair voting rights to the shareholders and support the convenient exercise of such rights, and to (2) provide the corporate information to the shareholders in a timely and fair manner.

First, for convenience of the shareholders to exercise their voting rights and also to promote their participation at the shareholders' meeting, the meetings were convened on days avoiding AGM concentration dates. To secure the quorum for voting and for the convenience of exercising the shareholders' voting rights, we conducted electronic voting and solicitation of proxy votes by proxy documents. Moreover, for the shareholders who were unable to attend shareholders' meeting in person, Hyundai Mobis began live broadcast of the annual shareholders' meeting to allow the shareholders to view the meeting online since 2021. Furthermore, Hyundai Mobis has established shareholder return policies and implemented them in order to ensure that the shareholders will be entitled to an appropriate level of shareholder returns.

Meanwhile, in order to provide information to the shareholders in a timely manner, we publicly announced the date, time, place and agenda for the 46th Annual Shareholders' Meeting approximately 36 days before the actual meeting, which is significantly ahead of the deadline (i.e., 28 days in advance) suggested in the KCGS's code of governance practice as well as the legal deadline (i.e., 2 weeks in advance). In addition, to ensure that all shareholders will have fair access to the key corporate information, we post key IR materials in Korean and English on our website, including the shareholder value maximization policy and business results. To further enhance understanding and accessibility for domestic and foreign shareholders, we contact investors through meetings and conference calls regarding the agenda of the annual shareholders' meeting, business results, and large-scale investments, among others.

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B. Board of Directors

To secure the soundness and stability of our corporate governance, we have appointed independent directors with expertise across various fields, and when appointing independent directors as per the Articles of Incorporation and the Corporate Governance Charter1, we select directors with expertise in various fields such as business administration, economics, law, and technologies related to our businesses. When appointing directors, Hyundai Mobis actively considers diversity factors including gender, race or ethnicity, nationality, or origin to prevent any favoritism towards specific backgrounds and occupations. Furthermore, in accordance with the Guidelines on Diversity of the Board of Directors2, Hyundai Mobis has conducted "diversity verification" to confirm whether the members of the board fully satisfy the foregoing diversify requirements when deciding on the composition of its board.

Furthermore, to strengthen the independence and transparency of corporate governance,

1. the Audit Committee, which supervising the overall operation of the company, consists solely of independent directors, and (2) the majority of the Corporate Sustainability Management Committee, the Independent Director Candidate Recommendation Committee and the Compensation Committee are independent directors, and (3) all the committees are chaired by independent directors.

Hyundai Mobis expanded and reorganized the previous Ethics Committee into the Corporate Governance & Communication Committee on March 17, 2017, with the goal of enhancing shareholder value and protecting shareholders' interests. On top of pursuing transparency in internal transactions and ethical management, which was the purpose of the previous Ethics Committee, a review of the protection of shareholders' interest was added to the mandate of the Committee. In addition, on February 18, 2021, Hyundai Mobis expanded and reorganized the previous Corporate Governance & Communication Committee into the Corporate Sustainability Management Committee, in order to (i) generally manage and improve ESG (Environmental, Social, and Governance) and (ii) enhance the risk management system for occupational safety and health as well as serious accidents.

On December 12, 2019, Hyundai Mobis established the Compensation Committee to implement a desirable compensation system for senior management that accounts for the management performance and market environment. On February 14, 2020, Hyundai Mobis enacted the regulations on payment of compensations for registered directors through the Compensation Committee.

Furthermore, Hyundai Mobis evaluated the Board of Directors in 2021 for the first time. Through the global management assessment agency Egon Zehnder, Hyundai Mobis conducted a professional and objective evaluation on various aspects of Board of Directors, including the composition, regulations and operational efficiency. Hyundai Mobis sought to substantially enhance its governance structure by collecting expert opinions and cases of advanced practices through external evaluation, as well as establish a roadmap for optimizing

1. Enacted in December 2019
2. Refer to page.99 Guidelines on Diversity of the Board of Directors

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