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I. Introduction Hyundai Mobis (short for Mobile and System) is
an Auto Parts Company
headquartered in Seoul, South Korea. It was established in 1977
as Hyundai Precision & Industries Corporation. In 2000, the
company changed its name to Hyundai Mobis. The company forms the
'parts and service' arm for the South Korean automakers Hyundai
Motor Company and Kia Motors. The company offers chassis, cockpit,
and front-end modules; safety products, including airbags;
headlights; anti-lock brake system and electronics stability
control products; steering parts; multimedia systems; UVO systems;
injection moulded plastic parts, such as instrument panels,
carriers, and bumpers; and steel wheel rims and decks. It also
supplies after-sales service parts for vehicles. Concentrating its
resources on A/S parts sales, module parts manufacture and parts
export, Hyundai MOBIS has firmly established its position as the
leading auto parts specialist company.
Hyundai Motor Company
It is the Parent Company of Hyundai Mobis. Hyundai branded
vehicles are manufactured by Hyundai Motor Company, which along
with Kia comprises the Hyundai Kia Automotive Group. Headquartered
in Seoul, South Korea, Hyundai operates the world's largest
integrated automobile manufacturing facility in Ulsan, which is
capable of producing 1.6 million units annually. The company
employs about 75,000 people around the world. Hyundai vehicles are
sold in 193 countries through some 6,000 dealerships and showrooms
worldwide. In 2010, Hyundai sold over 1.7 million vehicles
worldwide. Popular models include the Sonata midsize sedan and
Elantra compact.
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II. Company Profile Name : MOBIS Co., Ltd.
President and CEO : Chung Myungchul
Establishment : June 25, 1977 (Enlisted on the Korea Stock
Exchange on September 5, 1989)
Headquarters : 203 Teheran Road (Yeoksam-dong), Gangnam-gu,
Seoul, Korea
Business Domains Module Parts Manufacturing MOBIS is a leading
company in vehicle modularization, an approach recognized as
revolutionary in the automotive industry in the 21st century. MOBIS
manufactures and supplies the chassis module, cockpit module and
front-end module, the three core modules for carmakers, through the
Just-In-Sequence (JIS) process. From planning to design, simulation
and manufacturing, the advanced module parts at MOBIS are perfected
through collaboration with carmakers from the very initial stage of
development.
Core Parts Manufacturing MOBIS makes ceaseless R&D efforts
to develop eco-friendly and high fuel - efficiency core parts that
enhance the driving performance and convenience of vehicles, while
protecting drivers and pedestrians at the same time. Our specific
focus is on converging automotive parts technology with electronics
and IT in step with advanced automobile market trends. On top of
our eco-friendly technologies, which have been backed up by our
supply of motors and battery systems for hybrid cars, we are
continuing to expand our market power with consistent R&D
investments in automotive parts for advanced eco-friendly
vehicles.
After Sales Parts MOBIS supplies after sales parts to Hyundai
and Kia Motors worldwide. In order to ensure timely delivery of
parts, MOBIS has built a cutting-edge logistics system and
extensive distribution infrastructure that manages 2 million auto
parts in stock for 194 types of automobiles, providing these
service parts at a moments notice and ensuring the highest level of
customer satisfaction.
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III. Board of directors
BOD Composition as of Apr. 30, 2014 Name Position
Responsibility/Additional Job
Inside directors Chung Mongkoo Chairman Chief executive officer
Chung Myungchul President Chief executive officer Chung Euisun Vice
Chairman Director Choi Byungchul Vice President Director
Outside directors Lee Taewoon Director Senior Partner, The One
Law Firm Park Chanwook Director CEO, P&B Tax Affairs Consulting
Lee Byungjoo Director Advisor, Bae, Kim & Lee LLC
Lee Wooil Director Professor, Department of Mechanical and
Aerospace Engineering, Seoul National University
Kim Kichan Director Professor, Business School, The Catholic
University of Korea
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IV. Articles of Incorporation General Provisions Article 1 Trade
Name
The name of the Company is, in Korean, "Hyundai Jadongcha Chusik
Hoesa" and in English, "Hyundai Motor Company" (for short, "HMC")
(hereinafter referred to as the "Company") Article 2 Business
Purpose
1) To manufacture and sell all kinds of vehicles and component
parts thereof 2) To manufacture and sell general machines and
component parts thereof 3) To manufacture and sell castings and
forgings (excluding fuel-consuming
equipment) 4) To repair all kinds of vehicles 5) To engage in
the issuing of offer sheets 6) To engage in the import and export
business 7) To manage an agency for automobile inspection 8) To
manage the Hyundai Professional Football Club 9) To engage in the
stevedore business 10) To wholesale vehicle parts and to
manufacture and sell automobile supplies 11) To lease real estate
12) To install and operate training facility of the youth 13) To
engage in the automobile management business (sale or purchase
of
used car, auto scrap business, recycling business etc.) and
related franchise business
14) To manage an agency for automobile registration 15) To
service all kinds of vehicles and heavy machinery (including
motor-
remarking and motor-servicing) 16) To sell service tools related
with vehicles 17) To sell petroleum, petroleum related and
petroleum based products thereof 18) To manage a parking lot 19) To
sell car washing machine and to manage businesses incidental to
car
washing 20) To set up gas facilities 21) To manufacture and sell
special purpose vehicles and component parts
thereof 22) To manufacture and sell machines and their parts
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23) To engage in electronic commerce and internet related
businesses and mail order business
24) To operate education business and lifelong education
facilities 25) To engage in all kinds of additional
telecommunication business and
special category telecommunication business including
information provision business for vehicle, and sale and lease
business of equipment relating thereto; and
26) To engage in tourist business. 27) To engage in development
and sales of resources in overseas. 28) To manufacture iron and
steel products
Article 3 Location
The Company shall have its principal office in Seoul and, when
deemed necessary for business purposes, may establish factories,
branch offices or sub-branch offices at such places at home or
abroad by a resolution of the Board of Directors
Article 4 Method of Public Notice
Public notice by the Company shall be given by publication in
"The Korea Economic Daily," a daily newspaper of general
circulation published in Seoul.
Shares Article 5 Total Number of Shares to be Issued and Face
Value per Share
The total number of shares that may be issued by the Company
shall be 600,000,000 shares, and the face value of shares issued
shall be 5,000 Won per share.
Article 6 Classes of Shares and Share Certificates
All shares to be issued by the Company shall be common shares or
preferred shares, each in registered form, and share certificates
shall be issued in eight (8) denominations of one (1), five (5),
ten (10), fifty (50), one hundred (100), five hundred (500), one
thousand (1,000) and ten thousand shares (10,000). Article 6.2
Number and Characteristics of Preferred Shares
1) The number of preferred non-voting shares that may be issued
by the Company shall be 150 Million.
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2) With respect to preferred non-voting shares, the dividend
ratio for preferred shares shall be determined by the Board of
Directors at the time of issuance on the basis of par value;
provided, that the minimum dividend ratio for preferred shares
shall be two (2) percent. However, with respect to the new shares
allotted to holders of preferred shares in the merged company due
to the merger of company, the minimum dividend ratio for preferred
shares may be one (1) percent.
3) In addition to preferential dividend in accordance with
Paragraph (2) above, the additional dividend on preferred shares
shall be declared by participating in distribution of dividend at
same ratio of dividend on common shares, at the time of
distribution of dividend on common shares
Article 6.3 Number and Characteristics of Convertible Preferred
Shares
1) The Company may issue the preferred shares set forth in
Article 6-2, Paragraph (1) in type of the convertible preferred
shares, and total number of the issued shares shall be 25 Million
shares.
2) One (1) convertible preferred share shall be converted into
one-half (0.5) share upon the request of the shareholder.
The period during which the conversion may be requested shall be
determined by the Board of Directors at the time of issuance within
seven (7) years from the issuing date of the convertible preferred
shares. Article 7-2 shall apply mutatis mutandis as to the
distribution of dividends or interest for shares issued upon the
conversion.
Article 7 Pre-emptive Rights
A. The Company's shareholders shall have pre-emptive rights to
subscribe to new shares in proportion to their respective
shareholding ratios. However, if any shares not subscribed result
from a shareholder waiving or losing his pre-emptive right, or if
fractional shares result from the allocation of the new shares,
such shares shall be disposed of in accordance with a resolution of
the Board of Directors.
B. Notwithstanding the provisions of Paragraph (1), the Board of
Directors may allocate new shares to persons other than the
shareholders by a resolution of the Board of Directors in the
following cases for the purpose of management of the Company
including introduction of new technology and improvement in
financial structure:
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1. If the Company offers new shares or causes underwriters to
underwrite new shares in accordance with the relevant provisions of
the Capital Market and Financial Investment Business Act.
2. If the Company preferentially allocates new shares to members
of the Employee Stock Ownership Association in accordance with the
relevant provisions of the Capital Market and Financial Investment
Business Act.
3. If the Company issues new shares by the issuance of
depositary receipts (DR) in accordance with the Regulation on the
Foreign Exchange Transaction.
4. If the Company issues new shares, to the extent not exceeding
30,000,000 shares, to foreign financial institutions or to foreign
investors under the Foreign Investment Promotion Act who have
executed a joint venture agreement with the Company.
5. If the Company issues new shares by the exercise of stock
option in accordance with the relevant provisions of the Commercial
Code.
6. If the Company issue new shares in the manner of the Capital
Increase by Public Offering in accordance with the relevant
provisions of the Capital Market and Financial Investment Business
Act.
7. If the Company issue new shares for the contribution in the
form of property in kind.
8. If the Company issue new shares in the manner of debt equity
swap by the financial institutions including bank etc.
9. If the Company issue, if necessary, new shares to any
companies aligned with the Company, including the joint venture
companies in domestic or foreign countries, the licensor companies,
the companies providing low materials or component parts.
Article 7.2 Issue Date of New Shares for the purpose of
Dividend
In case the Company issues new shares by right issue, bonus
issue or stock dividend, the new shares shall be deemed to be
issued at the end of business year immediately preceding the
business year when the new shares are issue.
Article 7.3 Stock Option
1) The Company may grant the officers and employees of the
Company and its affiliates under the Securities and Exchange Act
the stock options by a special resolution of the General Meeting of
Shareholders, to the extent not
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exceeding fifteen percent (15%) of the total number of issued
shares; provided that, the Company may grant the stock options by a
resolution of the Board of Director, to the extent not exceeding
one percent (1%) of the total number of issued shares. (Grant to a
BOD member of the Company can be made only according to the
resolution of the General Meeting of Shareholders)
2) An officer or employee who has contributed, or is capable of
contributing, to the establishment and management of the Company or
its affiliates and the improvement of technology thereof, shall be
entitled to such stock option, except for such officers or
employees in any of the following cases:
1. The largest shareholder of the Company and its Related Party
thereof (as defined in Article of the Enforcement Decree of the
Commercial Code; the same shall apply hereinafter); provided,
however, that the person who acquired its status as Related Party
by becoming an officer of the relevant company (including a person
whose officer is a non-standing officer of its affiliates) shall be
excluded;
2. Major Shareholders of the Company (as defined in Article of
the Commercial Code; the same shall apply hereinafter), and its
Related Party thereof; provided, however, that the person who
acquired its status as Related Party by becoming an officer of the
relevant company (including a person whose officer is a
non-standing officer of its affiliates) shall be excluded; or
3. Anyone who shall become a Major Shareholder of the Company by
the exercise of stock option.
3) The shares to be issued upon the exercise of stock option (in
case the Company shall pay the difference between the exercise
price of stock option and the market price of shares in cash or by
treasury shares, the shares which shall be the basis for
calculation), shall be common shares and preferred shares, all in
registered form, which shall be determined by a resolution
stipulated in Paragraph (1) above.
4) The Company shall not give stock options to all the officers
and employees then in office at the same time. The total number of
shares subject to the stock option to be given to one (1) officer
or employee shall not exceed ten percent (10%) of the total number
of shares issued and outstanding.
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5) The exercise price per share for stock options shall not be
less than any of the following prices. In the event that the
exercise price is adjusted after the granting of stock option, the
same shall apply.
A. In the event of issuance and delivery of new shares, the
higher of (i) the market price of the shares, which is calculated
as the arithmetic average of the trade volume weighted average
closing prices of the shares for the past two (2) months, one (1)
month and one (1) week as of the date on which the stock option is
granted and (ii) par value of the shares;
B. In cases other than those in Item A above, the market price
of the shares which is calculated in accordance with Item A
above
C. In the event of issuance and delivery of new shares, the
higher of (i) the market price of the shares, which is calculated
as the arithmetic average of the trade volume weighted average
closing prices of the shares for the past two (2) months, one (1)
month and one (1) week as of the date on which the stock option is
granted and (ii) par value of the shares;
D. In cases other than those in Item A above, the market price
of the shares which is calculated in accordance with Item C
above.
6) A stock option may be exercised within the six (6) year
period from the date when two (2) years have passed from the date
of the General Meeting of Shareholders or Board of Directors at
which a resolution to grant such stock option was adopted.
7) In any of the following cases, the Company may, by a
resolution of the Board of Directors, cancel the stock option;
a. If the officer or employee voluntarily resigns or is removed
from his/her office after he/she was given the stock option;
b. If the officer or employee inflicts on the Company
substantial damage, whether intentionally or by accident; or
c. If there occurs any other event for cancellation as
prescribed in the agreement on granting such stock option.
8) With respect to the distribution of dividends for shares
issued upon the exercise of stock option, the provision of Article
7-2 shall apply mutatis mutandis.
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Article 8 Issuance of Shares at the Current Value
The Company may issue all or part of the new shares at their
current value, in which case the price of new shares shall be
determined by a resolution of the Board of Directors.
Article 9 Issuance of convertible Bonds
1) The Company may issue convertible bonds to persons other than
the shareholders to the extent that the aggregate face value of the
bonds shall not exceed 1,500 Billion Won for the purpose of
management of the Company including introduction of new technology
and improvement in financial structure.
2) The convertible bonds mentioned in Paragraph (1) may be
issued with partial conversion rights in accordance with the
resolution of the Board of Directors.
3) The shares to be issued upon conversion shall be either
common shares to the extent that the total face value of the
convertible bonds shall not exceed 1,000 Billion Won or preferred
shares to the extent that the total face value of the convertible
bonds shall not exceed 500 Billion Won. The conversion price shall
be at or above the face value of the shares as determined by the
Board of Directors at the time of the issuance of the relevant
convertible bonds.
4) The period during which the conversion may be requested shall
commence on the date following the date of issuance of the
convertible bonds and end on the date immediately preceding the
date of redemption; provided that, the Board of Directors may, by
its resolution, adjust the conversion period within the above
period.
5) With respect to the distribution of dividends or interest for
shares issued upon a conversion of the convertible bonds described
in Paragraph (1), the conversion into new shares shall be deemed to
have taken place at the end of the fiscal year immediately
preceding the fiscal year in which such a conversion is
requested.
Article 10 Issuance of Bonds with Warrants
1) The Company may issue bonds with warrants to persons other
than the shareholders to the extent that the aggregate face value
of the bonds shall not exceed 1,500 Billion Won for the purpose of
management of the
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Company including introduction of new technology and improvement
in financial structure.
2) The aggregate value of new shares which may be subscribed for
by the holders of the bonds with warrants shall be determined by
the Board of Directors; provided that, the amount of such new
shares shall not exceed the aggregate face value of the bonds with
warrants.
3) The shares to be issued upon the exercise of warrants shall
be either common shares to the extent that the total face value of
the bonds with warrants shall not exceed 1,000 Billion Won or
preferred shares to the extent that the total face value of the
bonds with warrants shall not exceed 500 Billion Won. The issue
price shall be at or above the face value of the shares as
determined by the Board of Directors at the time of the issuance of
the relevant bonds with warrants.
4) The period during which warrants may be exercised shall
commence on the date following the date of issuance of such bonds
and end on the date immediately preceding the date of redemption;
provided that, the Board of Directors may, by its resolution,
adjust the subscription period within the above period.
5) With respect to the distribution of dividends or interest for
shares issued upon an exercise of warrants in the case of the bonds
with warrants described in Paragraph (1), the issuance of new
shares shall be deemed to have taken place at the end of the fiscal
year immediately preceding the fiscal year in which the issue price
of the new shares is fully paid.
Article 11 Transfer Agent
1) The Company shall retain a transfer agent. 2) The transfer
agent, the location where its services are to be rendered, and
the scope of its duties shall be determined by the Board of
Directors of the Company and shall be publicly announced.
3) The Company shall keep the Register of Shareholders, for a
duplicate thereof, at the location where the transfer agent
performs its duties. The transfer agent shall handle the activities
of making entries in the Register of Shareholders, registering the
creation and cancellation of pledges over shares, indication of
trust assets and cancellation thereof with respect to shares,
issuing share certificates, receiving reports, and other related
businesses.
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4) Those activities by the transfer agent described in Paragraph
(3) shall be performed in accordance with the Regulations for
Securities Agency Business of the Transfer Agent.
Article 12 Report on Residences, Names, and Registered Seals of
Shareholders
1) Shareholders and registered pledges shall report their names,
addresses, and seals or signatures to the transfer agent as set
forth in Article 11.
2) Shareholders and registered pledges who reside in a foreign
country shall report their appointed agents and the addresses in
Korea, to which notices are to be sent.
3) Any changes in the matters referred to in Paragraphs (1) and
(2) above shall be reported to the transfer agent.
Article 13 Closing of the Register of the Shareholders
1) The Company shall suspend entry of any alterations regarding
rights in the Register of Shareholders from January 1 to January 15
of each year. (Amended on March 9, 2007)
2) When an Extraordinary General Meeting of Shareholders is
convened and where otherwise deemed necessary, the Company may make
the suspension referred to in the above Paragraph (1) for a
specified period of time upon resolution of the Board of
Directors.
General Meeting of Shareholders Article 14 Convening and Person
Authorized to Convene General Meeting
1) The Ordinary General Meeting of Shareholders shall be
convened by the Representative Director pursuant to a resolution of
the Board of Directors within 3 months after the end of each fiscal
year.
2) The Extraordinary General Meeting of Shareholders may be
convened by the Representative Director whenever deemed necessary
pursuant to a resolution of the Board of Directors.
3) Matters other than those which were notified to the
shareholders in advance may not be resolved at the General Meeting
of Shareholders; provided, that the foregoing shall not apply when
all shareholders of the Company consent thereon.
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Article 15 Public Notice of the Convening of the General
Meeting
1) In convening a General Meeting of Shareholders, a written
notice or electronic document stating the agenda of the meeting
shall be dispatched to each shareholder at least two (2) weeks
before the date set for such meeting.
2) Notice of the convening of the General Meeting to the
shareholders holding shares less than the number of shares as
provided in the Commercial Code may be deemed to be made by two or
more notices in not less than two daily newspapers, or a report in
the electronic disclosure system of the Financial Supervisory
Service of the Korea Exchange.
Article 16 The Representative Director shall be the Chairman of
the General Meeting of Shareholders (Chairman) In the absence or
incapacity of the Representative Director, a director designated by
him shall act for him. In the absence or incapacity of such
designation, the President, Vice Presidentshall act for him as
Chairman in such order of priority.
Article 17 Quorum and Method of Resolution 1) At the General
Meeting of Shareholders, each shareholder shall have one
(1) vote for each share owned. 2) Except as otherwise provided
by the relevant laws and regulations, or in
the case described in Paragraph (4) below, a resolution of the
General Meeting of Shareholders shall be adopted by an affirmative
vote of a majority of the voting shares of the Company present at
the General Meeting of Shareholders and one-fourth (1/4) of the
total number of the issued and outstanding shares.
3) The Chairman may vote as a shareholder. 4) A resolution for
the following matters shall be adopted by an affirmative
vote of two-thirds (2/3) of the voting shares of the Company
present at the General Meeting of Shareholders and one-half (1/2)
of the total number of the issued and outstanding shares of the
Company:
1. Dismissal of a Director; and 2. Dissolution of the
Company.
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Article 18 Voting by Proxy
A shareholder may exercise his voting right by a proxy who is a
shareholder of the Company.
The proxy shall submit to the Company the document evidencing
his authority to act as a proxy before the commencement of each
General Meeting of Shareholders.
Article 19 Exercise of Voting Right in Disunity
1) In case where a shareholder holding two (2) or more voting
rights whishes to exercise his voting right in disunity, he shall
notify the Company, in witting, of such intention and the reason
thereof, no later than three (3) days prior to the date set for the
General Meeting of Shareholders.
2) The Company may disapprove the shareholders exercising voting
right in disunity, unless the shareholder acquired the shares as a
trustee or otherwise holds the shares for and on behalf of other
person.
Article 20 Maintenance of Order
The Chairman of the General Meeting of Shareholders may order
any person who engages in conduct or speak with the intent to
hinder the proceedings of the General Meeting of Shareholders or
who disturbs the order thereof to stop and refrain from such
conduct or speech or to leave the place. Any person ordered to stop
and refrain from his conduct or speech or to leave the place shall
obey the order.
The Chairman may restrict the length and frequency of the speech
of shareholders to expedite the proceedings of the meeting.
Article 21 Minutes of the General Meeting
The minutes of the proceedings of the General Meeting of
Shareholders shall be taken. The substance of the course of the
proceedings of the General Meeting of Shareholders and the results
thereof shall be recorded in the minutes, and shall be preserved
after being signed by or affixed with the names and seals of the
Chairman and the directors present.
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Directors and Board of Directors Article 22 Number and Method of
Election of Directors
1) The Company shall have three (3) to eleven (11) Directors who
shall be elected at the General Meeting of Shareholders; provided,
however, more than half (1/2) of the total number of the Directors
shall be comprised of Outside Directors who shall be recommended by
the Recommendation Committee on Candidates for Outside
Directors.
2) A resolution for the election of Directors shall be adopted
by an affirmative vote of a majority of the voting shares of the
Company present at the General Meeting of Shareholders and one-
fourth (1/4) of the total number of the issued and outstanding
shares. However, the concentrated vote shall not apply to the
election of Directors.
Article 23 Term of Office of Directors
The term of office of a Director shall be three (3) years;
provided, however, that the term of office of a director shall be
extended until the closing of the Ordinary General Meeting of
Shareholders convened with respect to the fiscal year which is the
last ending during his term in office.
Article 24 Supplementary Election of Directors
1) In the case of any interim vacancy of a director, a
substitute director shall be elected at an Extraordinary General
Meeting of Shareholders. However, if the number of Directors is not
fewer than that required by law and such a vacancy is not deemed
prejudicial to the execution of business, the supplementary
election for a vacancy may be withheld or suspended until the
re-election day at the next Ordinary General Meeting of
Shareholders.
2) The term of a directors elected to fill a vacancy shall be
the remaining term of his predecessor.
Article 25 Representative Director
1) The Company shall appoint one (1) or more Representative
Directors from among directors by a resolution of the Board of
Directors, and the Representative Directors shall respectively
represent the Company.
2) The Company may appoint an Honorary Chairman, by a resolution
of the Board of Directors, from among the founder or a
Representative Director and Chairman who has rendered distinguished
services to the Company.
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Article 26 Duties of Representative Directors
1) The Representative Director shall represent the Company and
shall be responsible for the general administration of the business
of the Company.
2) In the absence or incapacity of the Representative Director,
the President, Vice Presidents ...shall act for him in such order
of priority.
Article 27 Remuneration for Directors
1) With respect to the remuneration for Directors and any
expenses and costs necessary for their services, the Board of
Directors shall decide whether or not to pay the foregoing and the
amount thereof, within the maximum amount determined by a
resolution of the General Meeting of Shareholders.
2) Severance allowance for Directors shall be paid in accordance
with the Regulation on Personnel Administration of Management
Officers.
Article 28 Responsibility of Directors
1) The Directors shall be responsible to the Company and any
third party for the negligence of their duties, etc. in accordance
with the Korean Commercial Code and other laws.
2) In accordance with the above provision, a monetary
responsibility cap for the directors negligence of their duties is
six fold of (in case of outside directors, threefold of) his or her
compensation of one year from the day prior to such event. However,
if the director caused damage by intentional or significant
malpractice, or if the relevant code does not adopt the monetary
responsibility cap, then the company shall not adopt the monetary
responsibility cap.
3) The Directors shall perform their duties in good faith for
the Company pursuant to the provisions of relevant laws and these
Articles of Incorporation.
4) The Company shall indemnify the Directors and Auditors from
any legal expenses, losses, damages or liabilities borne or paid by
them in relation to the service of their duties; provided that such
loss, damages or liabilities are not incurred by the breach of the
relevant Directors obligation due to its wilful misconduct or gross
negligence, and that such indemnification by the Company is
permitted by law.
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Article 29 Board of Directors
1) The Board of Directors of the Company shall comprise the
Directors and shall resolve the matters prescribed in the laws and
regulations and these Articles of Incorporation and those important
matters related to the administration of the business of the
Company, and shall supervise the execution of business by the
Directors and Management Personnel of the Company.
2) The Board of Directors may establish any separate regulations
which prescribe matters concerning the delegation of its rights,
the constitution of a sub-committee under its control, and other
matters necessary for the operation of the Board of Directors.
3) Meetings of the Board of Directors shall be convened by the
Chairman of the Board of Directors or any Director determined
thereby. Notice of convening the meeting shall be given in writing
or verbally to each of the Directors and Auditors, by one (1) day
prior to the date set for such meeting; provided that, when the
consent of all the Directors and the Auditors has been obtained, a
meeting of the Board of Directors may be held without conforming to
these procedures.
4) A resolution of the Board of Directors shall be adopted by
the majority vote of the Directors present at the relevant meeting
at which 50% of all Directors of the Company are present. However,
the company shall follow relevant provisions if the relevant
provision states otherwise.
Article 29.2 Chairman of the Board of Directors
1) The Chairman of the Board of Directors shall be elected with
the term of three (3) years at the first Board of Directors meeting
to be held after the Ordinary General Meeting of Shareholders.
2) In the event that the Chairman of the Board of Directors is
absent at the Board of Directors meeting and does not designate a
temporary chairman to act for him, the Board of Directors shall
decide the order of priority of the Directors to serve as chairman
of the Board of Directors in his place.
3) If the Chairman is not able to attend the Board of Directors
meeting, he shall designate a temporary chairman from among the
Directors to act for him. In the event that he fails to designate
as such, a Director shall serve as chairman of the Board of
Directors in the order of priority provided in Paragraph (2)
above.
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Article 29.3 Agenda
The Chairman of the Board of Directors shall propose the agenda
to be considered thereat; provided, however, if any Director
intends to propose an agenda, he/she shall present the details
thereof to the Chairman of the Board of Directors.
Article 29.4 Management Personnel
1) The Company shall have the Management Personnel for the
enforcement of matters determined by the Board of Directors.
2) Matters concerning the Management Personnel shall be
determined by the separate regulation of the Board of
Directors.
Article 29.5 Issuance of corporate bond
1) The company may issue corporate bond upon the approval of the
Board of Directors.
2) The Board of Directors may authorize representative directors
to issue corporate bonds within a period of one year after the
Board of Directors determines the amount and terms of corporate
bonds.
Article 30 Minutes of the Meeting of the Board of Directors
1) The Company shall maintain the Minutes of the proceedings of
the Board of Directors.
2) The agenda, substance of the proceedings of the meeting of
Board of Directors, the result thereof, name of Directors who
objected to a resolution, and the reason thereof shall be recorded
in the minutes, to which the chairman and all directors present
shall affix their respective seal impressions next to their printed
names or affix their signatures.
Article 31 Sub-Committee under the Board of Directors
1) The Recommendation Committee on Candidates for Outside
Directors and the Audit Committee shall be established as
Sub-Committees under the Board of Directors and, other
Sub-Committees may be established that deliberate and decide the
management strategies of the Company or such other matters as
delegated by the Board of Directors.
2) The Sub-Committee under the Board of Directors shall consist
of two (2) or more Directors, and matters relating to composition
and operation thereof shall be decided by resolutions of the Board
of Directors.
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3) Any matter that falls under any of the following categories
shall not be delegated to a Sub-Committee:
1. Proposal of any matter that requires approval from the
General Meeting of Shareholders;
2. Appointment and dismissal of the Representative Director; 3.
Establishment of a Sub-Committee, and appointment and dismissal
of its members; or 4. Any other matter decided by the Board of
Directors.
4) Each Sub-Committee shall give a notice of its resolutions to
each Director. In this case, a Director upon the notification may
request convening of a Board of Directors meeting and the Board of
Directors may resolve otherwise on the matter already resolved at
the relevant Sub-Committee.
Article 31.2 Recommendation Committee on Candidates for Outside
Director
The Majority of the Committee members shall be composed of
Outside Directors. The Committee shall recommend candidates for
Outside Directors who shall be elected at the General Meeting of
Shareholders.
Article 31.3 Audit Committee
1) The Audit Committee shall consist of three (3) or more
Directors; provided, however, that two thirds (2/3) or more of the
total number of the members shall consist of Outside Directors.
However, in the event that the number of Outside Directors fails to
satisfy the two thirds (2/3) requirement for constitution of the
Audit Committee due to vacancy, such vacancy should be filled at
the first General Meeting of shareholders convened after such
vacancy has occurred.
2) An appointment and/or dismissal of members of the Audit
Committee shall be adopted at the General Meeting of Shareholders
by means of resolution determined in relevant laws and regulations
including the Commercial Code, etc.
3) Members of the Audit Committee shall be qualified under the
relevant laws and regulations including the Commercial code,
etc.
4) The Audit Committee shall appoint the person who shall
represent the Committee out of members who are Outside Directors by
its resolution. Two or more of the members may be appointed to
represent the Committee jointly.
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Article 31.4 Committees outside the Board of Directors
The Company may set up a Committee outside the Board of
Directors which may consists of Director(s), management personnel,
and/or outsiders, to the extent necessary, to carry out a specific
corporate action. (Amended on March 9, 2007) Article 32 Duties of
Audit Committee
1) The Audit Committee shall audit the conduct of Directors
duties. 2) The Audit Committee shall audit the accounting and the
conduct of the
business of the Company, and prepare an audit report with
respect to the financial statements of the Company and report to
the General Meeting of Shareholders.
3) The Audit Committee may, at any time, access or make copies
of books, records and documents related to the accounting of the
Company. The Auditors may also request any Director to report with
respect to the business, or may investigate all business and
financial conditions of the Company.
4) If a Director commits, or is suspected of committing, any
acts in violation of the laws and regulations or these Articles of
Incorporation, the Audit Committee shall promptly report the
forgoing facts to the Board of Directors.
5) The Audit Committee shall examine the agenda or documents
which are to be submitted by Directors to the General Meeting of
Shareholders, and state their opinion at the General Meeting of
Shareholders on whether there is any violation of the laws and
regulations or these Articles of Incorporation, or any
substantially unreasonable matters.
6) The Audit Committee may request the subsidiary of the Company
to report on its business if it is necessary to perform their
duties. In this case, if the subsidiary fails to make an immediate
report, or if it is necessary to confirm the contents of the
report, the Audit Committee may investigate the business and
financial conditions of the subsidiary.
7) The Audit Committee shall approve the appointment and/or
dismissal of the outside auditors.
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Article 32.2 Audit Committee's Audit Report
The Audit Committee shall prepare an Audit Report with respect
to its audit. The Audit Report shall record the substance and
results of its audit and be affixed with the printed names and seal
impressions or signatures of the members who performed the
audit.
Article 33 Advisors
1) The Representative Director may have advisors and
consultants, if necessary.
2) The Representative Director may determine and pay
remuneration for the advisors and consultants, and any costs and
expenses necessary for the enforcement of business affairs thereby,
according to the same level as those applicable to the Management
Personnel.
Accounting Article 34 Fiscal Year
The fiscal year of the Company shall begin on the first day of
January and end on the 31st day of December of each year.
Article 35 Preparation of Financial Statements
The Representative Director shall prepare the following
documents, detailed statements incidental thereto and a business
report, and submit them to the Ordinary General Meeting of
Shareholders after they have been audited by the Audit
Committee:
1) Balance sheet; 2) Profit and loss statement; 3) Other
documents required by relevant regulation indicating financial
position and business performance of the company.
Article 36 Disposition of Profits
The profits of the Company for any fiscal period shall be
disposed of as follows; provided that, the profits may be disposed
of otherwise by resolutions of the General Meeting of
Shareholders:
1) Earned surplus reserves; 2) Other reserve required by law; 3)
Dividends to shareholders;
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4) Voluntary reserves; 5) Earned surplus to be carried
forward.
Article 37 Payment of Dividends
1) Dividends shall be paid in either cash or shares. 2)
Dividends mentioned in Paragraph (1) may be paid to the
shareholders and
the registered pledges recorded in the Company's Register of
Shareholders as of the last day of each period for the settlement
of accounts; provided, however, that dividends may be paid in cash
to the shareholders who hold the shares at the end of March, June
or September from the commencement of the fiscal year by a
resolution of the Board of Directors.
Article 37.2 Retirement of Shares with Profits
1) The Company may retire its shares to the extent of the
profits distributable to Shareholders.
2) The detailed matters on retirement of shares with profits
such as classes and number of shares and the method of retirement,
etc. shall be determined by a resolution of the Board of
Directors.
Article 38 Extinctive Prescription for the Claim for the Payment
of Dividends
1) The right to claim payment of dividends shall be extinguished
by prescription if it is not exercised within five (5) years.
2) Dividends after the expiration of the prescription period set
out in Paragraph (1) shall belong to the Company.
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V. Financial Analysis
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24
Financial Analysis of the company
Growth of Sales
Chart 1
Here Sales of the company increased by 11.1% compare with
previous year.
2011 2012 2013Sales 262,94,579 307,89,019 341,98,594
0
50,00,000
100,00,000
150,00,000
200,00,000
250,00,000
300,00,000
350,00,000
400,00,000
Axis
Title
Sales
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25
Profitability
Table 1 Operating Profit Ratio
Year Operating Profit Sales Operating profit Ratio 2011
2,637,271 26,294,579 10.0% 2012 2,906,385 30,789,019 9.4% 2013
2,924,404 34,198,594 8.6%
Chart 2
But here operating profit ratio is getting down for the
company.
Table 2 Netprofit Margin
Year Net Profit Sales Netprofit Margin 2011 3,026,845 26,294,579
11.5% 2012 3,542,013 30,789,019 11.5% 2013 3,396,421 34,198,594
9.9%
Chart 3
Net profit ratio decreasing of the company compare with the
previous years
10.0
9.4
8.6
7.58.08.59.09.5
10.010.5
2011 2012 2013
Operating Profit Ratio
Operating Profit Ratio
11.5 11.5
9.99
10
11
12
2011 2012 2013
Net Profit
Net Profit
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26
Table 3 Return on Equity
Year Net Profit Shareholders Funds Return on equity 2011
3,026,845 1,38,21,210 21.9% 2012 3,542,013 1,70,28,908 20.8% 2013
3,396,421 2,02,16,791 16.8%
Chart 4
Turnover Ratio
Tabla 4 Total Assets Turnover
Year Sales Total Assets Total Assets Turnover 2011 26,294,579
22,575,648 116.5% 2012 30,789,019 30,046,996 102.5% 2013 34,198,594
34,430,309 99.3%
Chart 5
21.9 20.816.8
2011 2012 2013
Return on Equity
Return on Equity
116.5
102.599.3
2011 2012 2013
Total Assets Turnover
Total Assets Turnover
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Table 5 Invetory Turnover
Year Sales Average Iventory Inventories Tuurnover 2011
26,294,579 18,36,983 1,431.4% 2012 30,789,019 19,68,481 1,564.1%
2013 34,198,594 23,14,155 1,477.8%
Chart 6
Tabale 6 Receivables Turnover
Year Sales Account Receivables Receivables Turnover 2011
26,294,579 4748885 553.7 2012 30,789,019 5230001 588.7 2013
34,198,594 5678000 602.3
Chart 7
Finally at the end of the financial analysis the companys
financial level is less in compare with previous years.
1431.4
1564.1
1477.8
2011 2012 2013
Inventory Turnover
Inventory Turnover
553.7
588.7602.3
2011 2012 2013
Receivables Turnover
Receivables Turnover
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VI. Conclusion The company has been successful in meeting the
demanding requirements
in international markets in terms of complicity of work as well
as Technology
etc. Hyundai Mobis has over the year established its reference
in to 193 countries across the world. This unit gives more
employment i.e. to thousands and thousands of workers around the
world. It gives more protection and safety to the staff working in
it besides more concentration to the welfare of the workers.
Finally, I pray God requesting to develop the unit more and in
day by day. Hyundai Mobis should run in successful manner in future
also.