0/0
Governance
Establishing an Advanced Corporate Governance Framework
HanmiGlobal strives to build an advanced corporate governance system that raises long-term shareholder value while safeguarding the balanced interests of all stakeholders. Centered on shareholders, the Board of Directors, and the audit body, the company is working to entrench a Board-led model of responsible management.
Shareholders
- An electronic voting system is in place
- The Annual General Meeting is scheduled outside Korea’s peak AGM period to encourage participation.
- Steady dividend payments are made to protect shareholder rights and maximize shareholder value.
Board of Directors
- The Chair of the Board is separate from the CEO
- An independent outside director serves as the Board Chair.
- A majority of ESG Committee members are outside directors.
Audit Body
- A full-time statutory auditor with accounting or finance expertise is in post.
- The auditor may meet external auditors without management present.
- Formal procedures grant the auditor direct access to all material management information.
HanmiGlobal has enacted a Corporate Governance Charter that sets a clear standard for transparent decision-making and balanced value creation. Guided by this charter, we strive to enhance shareholder value while protecting the legitimate interests of employees, clients, and other stakeholders.
“Every employee is an owner of the company. Leveraging superior technical expertise, we deliver differentiated, best-in-class services, drive continuous innovation in the construction industry, and contribute to human progress. Sound governance and a transparent culture are the bedrock of becoming a globally respected enterprise. To that end, HanmiGlobal has adopted this charter to embed a professional management system that balances the authority of the Board and executive leadership.”
- Excerpt from the HanmiGlobal Corporate Governance Charter
Shareholders
Shareholder Overview
As of 31 December 2024, HanmiGlobal had 10,957,550 common shares issued, of which 10,140,550 carry voting rights. All shares are ordinary shares subject to a “one share, one vote” rule, ensuring equal rights for every shareholder. Holdings of the largest shareholder, related parties, and any owner of 5 % or more are disclosed in detail in the company’s annual report. In 2015, HanmiGlobal launched a company-wide Employee Stock Ownership Plan, which the Ministry of Labor has recognized as a best practice labor–management model; employees held 0.5 % of outstanding shares at year-end 2024. Minority shareholders who each own less than 1 % collectively account for 62.8 % of the total shares outstanding.
Shareholder Return Policy
HanmiGlobal pursues a stable dividend policy tied to operating results while prioritizing long-term corporate value that ultimately benefits shareholders. The Board targets a payout of at least 30 % of the parent company’s net profit, but the final amount is determined after reviewing the capital needed for future growth and overall performance. For fiscal 2024, the company distributed KRW 4,056 million in cash dividends, resulting in a 37.8 % standalone payout ratio.
Communicating with Shareholders
HanmiGlobal actively uses Korea’s disclosure system to give all shareholders timely and equal access to information. Business reports and quarterly or semi-annual filings are released in March, May, August, and November so investors can follow full-year and interim results. Before each annual general meeting, the company files the agenda in advance on the electronic disclosure platform, allowing shareholders to review every item and exercise their voting rights with full knowledge of the issues. Both the business report and the external auditor’s report are posted on the Financial Supervisory Service’s DART system at least one week before the meeting, and the voting results are disclosed afterward. Beyond these scheduled reports, HanmiGlobal issues ad hoc filings whenever material decisions are made, keeping the market fully informed. The introduction of an electronic voting system has further improved convenience for minority shareholders, giving them a greater voice in corporate affairs and reinforcing the company’s commitment to transparent governance.
Board of Directors
The Board of Directors is HanmiGlobal’s highest decision-making body. Guided by the company’s philosophy of board-centered, accountable management, all matters of material importance are resolved transparently through board resolutions. The Board supports and oversees management so that the executive team pursues sustainable growth while remaining true to the founder’s vision and the firm’s management principles. Even when an item does not legally require board approval, management must report significant business issues to the Board, enabling effective supervision.
Board Composition
As of 31 December 2024, the Board comprises ten directors—six inside directors and four outside directors. To reinforce independence, the positions of CEO and Chair are separated, and an outside director serves as Chair. Board Operating Rules have been adopted to prevent any dominant shareholder from making unilateral decisions that could harm minority shareholders. To strengthen the independence of all directors, including outside directors, the company discloses comprehensive information on each nominee before the general meeting: the recommending party, relationships with major shareholders, any transactions with the company, and other relevant details.
Board Level Committees
To maximize long-term shareholder value by embedding sustainability and reinforcing transparent governance, HanmiGlobal created an ESG Committee within the Board of Directors in 2021 and has since worked to refine the company’s ESG management system. The committee is composed of three directors, two of whom are independent outside directors. It monitors the company’s key environmental, social, and governance issues, reviews its sustainability strategies and objectives, and provides oversight to ensure that ESG management is strengthened in a systematic, board-driven manner.
Board Compensation
Director remuneration is paid in accordance with HanmiGlobal’s executive personnel and compensation regulations, taking into account rank, position, and individual performance, and is kept within the aggregate limit approved by the General Meeting of Shareholders. Outside directors are also compensated within the same shareholder-approved ceiling. All payments to directors, including outside directors, are disclosed in the annual report; for any executive who receives KRW 500 million or more, the report specifies both the amount and the basis for its calculation.
Audit Body
Appointment of a Full-Time Statutory Auditor
To strengthen oversight and safeguard independence, HanmiGlobal appoints a full-time statutory auditor with certified professional credentials. Reporting directly to this auditor, the Audit Office formulates and executes the annual audit plan, assesses the effectiveness of internal control systems, verifies corrective actions on issues raised by external auditors, and investigates as well as follows up on internal whistle blower reports concerning accounting irregularities.
Statutory Auditor Duties
The full-time statutory auditor performs all responsibilities in accordance with HanmiGlobal’s Audit Regulations, maintaining complete independence from both management and controlling shareholders. In close coordination with the Accounting Department and the external auditor, the statutory auditor reviews the fairness of the company’s financial statements. By attending Board meetings and obtaining detailed reports from relevant divisions and subsidiaries, the auditor supervises major management decisions and verifies that internal control procedures are properly implemented.
External Auditor Engagement
To safeguard independence and professionalism, the statutory auditor appoints the external auditor only after securing approval from the Auditor Appointment Committee, following HanmiGlobal’s auditor selection rules. After each audit, the statutory auditor also evaluates the external auditor’s performance. From the planning stage through fieldwork to final reporting, the statutory auditor meets the external auditor face to face or in writing, without management present, to exchange information and monitor progress.
Internal Accounting Control System
HanmiGlobal operates its internal accounting control system in accordance with the Act on External Audit of Stock Companies, the Act’s Enforcement Decree, and all related auditing and accounting regulations, thereby strengthening the reliability of the company’s financial statements. Under Article 9 of the company’s Internal Accounting Control Rules, the CEO evaluates the system’s effectiveness every fiscal year and reports the findings to the full-time statutory auditor, the Board of Directors, and the General Meeting of Shareholders. Any shortcomings discovered during this review are discussed with the relevant control departments and are corrected without delay.
Compliance and Ethics Management
Compliance and Ethics Management System
Since its founding, HanmiGlobal has worked to eliminate corruption and unhealthy practices in the construction sector, creating customer value and enhancing industry value through honest and transparent business conduct. With “Integrity” as a core value, the company builds trust with stakeholders by adhering to strict ethical standards and fair trade principles. A formal Code of Ethics provides the policy foundation, while rigorous audits and continuous monitoring ensure that the guidelines are followed in practice. These efforts extend beyond HanmiGlobal’s own employees to subsidiaries, suppliers/subcontractors, and business partners, reinforcing a culture of compliance and ethics across the entire value chain.
HanmiGlobal Business Ethics Code
HanmiGlobal adopted its Business Ethics Code in April 2002 and renews employees’ written pledges of compliance every January, including all domestic and overseas subsidiaries. The Risk Management Office, which reports directly to the Chairman, operates independently to manage ethics and compliance. It develops and enforces proactive policies to prevent legal breaches, conducts continuous auditing and investigations into any misconduct reports, and delivers regular ethics training—all aimed at enhancing transparency and reinforcing ethical awareness across the workforce.
Anti-Corruption and Fair Trade Policy
HanmiGlobal incorporates its anti-corruption and fair competition rules into the Business Ethics Code, revising the code as necessary with CEO approval.
6.9 Conflict of Interest
- - All employees must avoid any situation in which their personal interests conflict with the company’s interests. If a potential or actual conflict arises, they must immediately notify their department head, the Head of Risk Management, or the Internal Auditor and take the corrective measures provided.
- - Situations that can present a conflict of interest include:
- * receiving money, gifts, entertainment, or other financial benefits from suppliers, subcontractors, clients, competitors, affiliates, or agents;
- * accepting excessive gifts, entertainment, or rebates from anyone connected with the company’s business;
- * holding a secondary job, directly or indirectly, with a competitor, distributor, supplier, or client of HanmiGlobal.
6.10 Gifts and Entertainment
- - No employee may accept, directly or indirectly, any money, gift, or hospitality from an individual or organization that could influence, or appear to influence, a business decision.
6.11 Anti-Bribery in Global Markets
- - HanmiGlobal complies with the anti-bribery laws of every country in which it operates, and employees must not offer, approve, or provide bribes to any stakeholder under any circumstances.
6.12 Dealings with Government Agencies and Government Contractors
- - When bidding for or performing government work, employees must follow all procurement and tender rules and must not give gifts or gratuities to public officials.
- - Substituting unauthorized contracts for approved ones is prohibited, as is making false statements or submitting false documents to officials or government entities at any stage of a tender.
Compliance and Ethics Initiatives
Internal Audits
HanmiGlobal conducts both continuous monitoring and ad hoc inspections that examine employee compliance and diagnose work processes. All domestic and overseas sites, subsidiaries, and affiliates fall within the audit scope. When violations are identified, disciplinary measures are imposed under internal rules, and policies and training programs are updated so that lessons learned are shared and recurrence is prevented.
Project Level Ethics Pledges
From the earliest project stage, HanmiGlobal encourages owners, contractors, and other participants to sign a Project Ethics Pledge. The pledge commits every party to legal and ethical compliance, transparent and fair work practices, and zero tolerance for bribery or corruption.
“One-Strike-Out” policy
For cases of corruption or sexual harassment, HanmiGlobal applies a strict “One-Strike-Out” principle. Violators are dismissed or otherwise sanctioned without exception, and the policy is continuously communicated across the organization so that all personnel understand its scope and consequences.
Anti-Corruption and Fair Trade Training
HanmiGlobal delivers ethics training through multiple channels, including three company-wide “Ethical Management Topic Training” sessions each year to raise ethical awareness. In addition, a “No Holiday Gifts, No Holiday Favors” campaign is run each festive season for all employees, vendors, and other stakeholders, providing continuous instruction designed to prevent corruption and promote fair competition.
Supply Chain Ethics Compliance
Strict ethical standards apply throughout the supply chain. Vendors are screened for performance and integrity from pre-qualification through evaluation, and each contract contains an Ethics Compliance Undertaking. Compliance is verified during execution, and firms that violate laws or company policies are not considered for future contracts. The same requirements bind joint venture and consortium partners, ensuring consistent ethical behavior across all collaborative projects.
Cyber Whistle Blower Hotline
To reinforce the company’s self policing capability, HanmiGlobal provides several confidential reporting channels, including a cyber hotline, a telephone line, and a dedicated e mail address, backed by a formal whistle blower protection policy and an internal whistleblower reward scheme that grants incentives when reports are substantiated. If retaliation is anticipated or occurs, the responsible party is disciplined under internal regulations, and additional measures are taken to safeguard the reporter.
Strengthening Risk Management
Risk Management Framework
HanmiGlobal continually reinforces its risk management framework to identify, prevent, and respond to threats before they affect sustainable operations. The company has established an enterprise risk management (ERM) system that detects changes in the business environment, pinpoints key risks, and then plans, executes, monitors, and improves countermeasures across every business unit. Scenario-based monitoring and forecasting help prepare proactive responses to priority management risks. To reduce exposure, HanmiGlobal keeps overseas subsidiaries and branches under continuous review and closely supervises high-risk ventures such as development, investment, and project finance deals. The company also strengthens collaboration between business divisions and group affiliates so that unexpected risks can be managed swiftly, ensuring stable and sustainable growth.
Risk Management Process
-
1. Identify external and
internal issues and
stakeholder expectations- • Analyze past performance and key changes in the business environment
- • Capture stakeholder needs
-
2. Define and assess risks
- • Specify each identified risk
- • Evaluate likelihood and potential impact
-
3. Select priority risks
- • Prioritize risks and choose those requiring focused management
-
4. Formulate mitigation measures
- • Review mitigation plans for errors and refine them
- • Develop and implement additional actions when new risks arise
-
5. Conduct regular monitoring
- • Track current risk status and emerging trends
- • Verify on-site execution of established countermeasures
-
6. Update and supplement countermeasures
- • Identify and close gaps between plans and actual practice
- • Add controls for newly entered business areas
-
7. Improve the
risk management system- • Determine response strategies: accept, transfer, mitigate, or avoid
- • Set management targets, schedules, and responsible units
Risk Management Organization
Enterprise Level Risk Management
HanmiGlobal monitors the entire project life cycle, from bid stage through close out, by defining key processes for every phase and tracking the risks that could jeopardize target outcomes. Projects requiring heightened oversight (e.g., potential serious accidents or regulatory violations) are placed on a risk dashboard, allowing early detection and rapid cross-functional response. Core risk indicators are quantified so that management can judge whether the control procedures are working as intended.
Order-Intake /
Contracts
- Backlog value
- Canceled/terminated/reduced contracts
- Contract management index
Safety /
Compliance
- Technical personnel or serious accident cases
- Regulatory violation score
- External reputation damage incidents
Client
- Personnel replacement requests from owners
Collections
- Collection rate
- Unbilled work in progress
- Long outstanding receivables
Profitability /
Finance
- Loss amount
- Current ratio and debt to equity ratio
HR /
Workforce Management
- Turnover rate
- Idle staff ratio
Order Intake Risk Management
At each month end, HanmiGlobal verifies the exact size of its order backlog and checks that it remains above the minimum threshold set by management, thereby supporting stable operations. The company also tracks the annual backlog reduction ratio caused by project suspensions, contract terminations, or scope reductions and assesses whether the percentage stays within target limits. This discipline protects the company’s financial resilience and bolsters long-term business sustainability.
Contract Risk Management
To reinforce consistency and efficiency in contract administration, HanmiGlobal uses a Contract Management Index. The index is calculated from the average score of a year-to-date contract management checklist and provides a quantitative gauge of how systematically each stage of the contracting process is being handled.
Safety Risk Management
HanmiGlobal designates the annual number of technical personnel accidents and serious industrial incidents as a critical safety metric and has set a zero-incident target. This goal underscores the company’s determination to prevent any loss of life or major injury, to foster a safe working environment, and to safeguard the health and well-being of all employees.
Compliance Risk Management
To minimize legal exposure, HanmiGlobal manages its Regulatory Violation Score so that the yearly total remains zero. The score counts every administrative penalty, fine, surcharge, or demerit imposed for non-compliance. The company also tracks reputational incidents, aiming for no occurrences each year. These controls strengthen the culture of compliance and protect HanmiGlobal’s external reputation.
Customer Risk Management
HanmiGlobal keeps the client-requested personnel replacement rate at a very low threshold relative to the total on-site staff, thereby preserving project stability and team continuity. The company also tracks new lawsuits and confirmed loss amounts, aiming to achieve zero cases and zero monetary losses each year. These measures help control customer-related risk and support long-term partnerships.
HR Risk Management
The annual voluntary turnover rate is closely monitored and managed to remain at or below 4.0 percent for regular employees. Centering on resignations that staff initiate themselves, this target helps stabilize the organization and improve the long-term efficiency of human resources management. By raising employee satisfaction and loyalty while preventing the loss of high-performing talent, the company strengthens its overall competitiveness.
Organization Level Risk Management
HanmiGlobal performs risk management at every operating tier, including project sites, business divisions, and corporate support functions. For each unit, priority risks are identified to reflect its specific characteristics and stakeholder relationships. The process covers a broad spectrum of risk factors, including environment, human rights and labor, health and safety, and ethics and compliance. After evaluating likelihood and impact, the company selects the key risks, devises mitigation plans, and monitors implementation on an ongoing basis.