Hanwha Group expands independent board chairs to strengthen governance

Hanwha Group is significantly expanding the appointment of independent directors as board chairs across its listed affiliates, a move aimed at strengthening board transparency and independence while maximizing shareholder value and corporate worth.

The board of Hanwha — the group's holding company — said Wednesday it had appointed independent director Kwon Ik-hwan as its board chair. The appointment marks the second time within Hanwha Group that an independent director has been named board chair, following Hanwha Solutions in 2024.

Kwon is a legal expert who graduated from the 22nd class of the Judicial Research and Training Institute and previously served as head of planning and coordination at the Ministry of Justice, chief prosecutor of the Daejeon District Prosecutors' Office, and chief prosecutor of the Seoul Southern District Prosecutors' Office. He joined the Hanwha board in 2022 and has served as chair of its internal transactions committee and as a member of its audit committee and ESG committee.

Hanwha Systems and Hanwha Ocean are also set to appoint independent directors as board chairs, with the relevant procedures now under way. Both companies plan to complete the appointment process — including board resolutions — by October and November, respectively.

Hanwha Aerospace and Hanwha Engine are targeting independent board chair appointments in the first half of next year, after making some adjustments to their board compositions in line with changes in the external regulatory environment, including the implementation of amendments to the Commercial Act.

In step with the expansion of independent board chairs, Hanwha Group is also introducing institutional measures to strengthen the substantive role and authority of its boards.

The group plans to codify in its board rules the basis for operating a special committee — a non-standing advisory body composed solely of independent directors — that will provide counsel on major decisions where conflicts of interest among shareholders are a concern or where there is significant public interest. The special committee is expected to enhance shareholder protection and procedural fairness by conducting advance reviews of key issues and verifying them from an objective standpoint.

Each affiliate will also establish a dedicated board secretariat reporting directly to the board. The secretariat will support board operations and ensure directors receive sufficient advance information on key agenda items, enabling them to exercise independent and effective decision-making authority.

Separately from the independent chair appointment schedule, Hanwha Group's major listed affiliates plan to complete the codification of the special committee framework and the establishment of the board secretariat by November, following board resolutions and rule amendments. "We will secure competitiveness in global markets through advanced governance and continue to strengthen investor trust," a Hanwha Group official said.