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Composition

(◎ Chairperson)

Committees of BOD Composition (Name, Members(Executive director, Non-executive director, Independent director), Roles, Remarks)
Name Members Roles Remarks
Executive
director		 Non-executive
director		 Independent
director

Audit
Committee

Regulation

- -

Song Min-Sup ◎Chairperson

Ahn Hae-Young

Suh Ji-Hee
  • Matters related to general meetings of
    shareholders
  • Matters related to directors/Board of
    Directors, including submission of
    audit reports and request of sales reports
  • Matters related to audits, including
    accounting audits and appointment of
    external auditors
  • Consent to the appointment and
    dismissal of the director of the internal
    audit department
  • Internal trading/Self-trading
  • Ethical Management

ESG/Strategic
Committee

Regulation

Lee Dong-Hoon

 Kim Yeon-Tae

Kim Min-Ji ◎Chairperson

Song Min-Sup

Suh Ji-Hee
  • Strategy/management plan
  • Investment and planning management
  • Financial matters
  • Mid-to-long-term business strategies
  • Enhancement of social values
  • Establishment and revision of the Articles
    of Incorporation, Governance Charter,
    and Board of Directors Regulation

Nomination
and
Compensation
Committee

Regulation

- Kim Yeon-Tae

Ahn Hae-Young ◎Chairperson

Kim Min-Ji
  • Recommendation of candidates for
    independent directors
  • Evaluation/appointment of CEO
  • Appropriation of individual remuneration
    for executive directors

Activities

2024 sk biopharmaceuticals Audit Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.05. Report on Financial Statements for the 13th term (2023) Reported 100%
Report on the Business Report for the 13th term (2023) Reported
2023 Report on the Operational Status of Internal Accounting Management System Reported
Report on the results of the internal audit of the Audit Committee's accounting supervision in Q4 2023 Reported
2nd 03.07. Confirmation of Report on 2023 Evaluation of Operational Status of Internal Accounting Management System Approved 100%
Confirmation of Opinions on the Legality and Validity of the Agenda and Documents Submitted at the 13th Ordinary General Meeting of Shareholders Approved
Finalization of Audit Report for the 13th term Approved
2023 Finalization of the Report on the Evaluation of the Operation of Internal Monitoring Devices Approved
Approval of 2024 Annual Audit∙Ethical Management Plan Approved
Report on the results of the internal audit of the 2023 financial statements and internal accounting by the external auditor. Reported
3rd 04.18. Appointment of Chairperson of Audit Committee Approved 100%
SUPEX Council contribution transaction Reviewed
Adequacy Assessment for Resource Input of External Auditor Reviewed
4th 05.09. Report of Business Performance for the Q1 2024 Reported 100%
Report on the results of the internal audit of the Audit Committee's accounting supervision in Q1 2024 Reported
2024 Design of Internal Accounting Management System and Report on the Operational Evaluation plan Reported
Report on the results of the 2024 Q1 accounting review by an external auditor Reported
Report on the Operation plan for the management system for ethical management in 2024 Reported
System Construction Agreement with SK Inc. Reviewed
5th 06.20. Report on ISO 37001 Post-Audit Results and Approval of the Mid- to Long-Term Audit Plan Approved 100%
Approval for the purchase of commercial drug substances with SK Biotek Co., Ltd. Reviewed
6th 07.16. Contract for AWS Cloud Infrastructure Operation with SK Inc. Reviewed 100%
7th 08.08. Plan for Initiating Management Diagnosis of SK Biopharmaceuticals Reported 100%
Report of Business Performance for the Q2 2024 Reported
Report on the Results of the Internal Audit of the Audit Committee's Accounting Supervision in Q2 2024 Reported
Report on the Results of the 2024 Q2 Accounting Review by an External Auditor Reported
Securing the Right to Business Negotiation 225Ac with TerraPower Reviewed
8th 09.25. Report on the Results of Ethical Management and Improvement Plan for approval in 2024 Approved 100%
Approval of 2024 Internal Audit Results and Follow-up Actions Approved
Report on the 2024 Compliance Audit Results Reported
M365 Upgrade Deployment with SK Inc. Reviewed
9th 11.08. Report of Business Performance for the Q3 2024 Reported 100%
Result of Internal Audits on accounting-related items supervised by the Audit Committee Q3 2024 Reported
Report on the Results of the 2024 Q3 Accounting Review by an External Auditor Reported
Reviewing the improvement plan for the non-audit service approval process Reviewed
10th 11.28. Request for re-approval of transactions with the SUPEX Council (Change of Party) Reviewed 100%
Request for approval of renewing the basic transaction with SK Biotek Co., Ltd. Reviewed
The Service Agreement with SK Biotek Co., Ltd. Reviewed
11th 12.12. Result of an annual Audit and Ethics Management Program (2024) Approved 100%
Renewal of the Consignment Contract on Management of Information System with SK Inc. Reviewed
Fees for the Consignment Contract on Management of Information System with SK Inc. Reviewed
Request for approval of mySUNI-related transaction with SK Innovation Reviewed
Commodity transactions with SK Life Science, Inc. Reviewed
Service Transactions with SK Life Science, Inc. Reviewed
Service Transactions with SK Biopharmaceutical Science and Technology (Shanghai) Reviewed
Service Transactions with SK Life Science Labs, Inc. Reviewed
2023 sk biopharmaceuticals Audit Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.09. Approval of 2023 Annual Audit Plan. Approved 100%
Report on the Financial Statements for the 12th term (2022). Reported
Report of the Business Report for the 12th term (2022). Reported
2022 Report on the Operational Status of Internal Accounting Management System Reported
2nd 03.09. Confirmation of Report on 2022 Evaluation of Operational Status of Internal Accounting Management System Approved 100%
Confirmation of Opinions on the Legality and Validity of the Agenda and Documents Submitted at the 12th Ordinary General Meeting of Shareholders Approved
Finalization of Audit Report for the 12th term Approved
2022 Finalization of the Report on the Evaluation of the Operation of Internal Monitoring Devices Approved
Report on the results of internal inspections of supervisory matters in accounting and internal accounting. Reported
Report on the results of the internal audit of the 2022 financial statements and internal accounting by an external auditor. Reported
3rd 05.11. Report of Business Performance for the Q1 2023 Reported 100%
Report on the results of the internal audit of the Audit Committee's accounting supervision in Q1 2023 Reported
Report on the internal accounting management system plan for 2023 Reported
Report on the results of the 2023 Q1 accounting review by an external auditor Reported
Report on the plan for the management system for ethical management in 2023 Reported
4th 06.29. Interim report of the annual business audit in 2023 and Report on actions taken on ethical management issues Reported 100%
5th 07.20. Revision of Internal Audit Regulations Reported 100%
Report on the progress of ISO37001 (Anti-Corruption Management System) certification Reported
Establishment of operating procedures and manuals for anti-corruption management systems Reported
6th 08.17. Report of Business Performance for the Q2 2023 Reported 100%
Report on the results of the internal audit of the Audit Committee's accounting supervision in Q2 2023 Reported
Report on the results of the 2023 Q2 accounting review by an external auditor Reported
7th 09.14. Report on the status/result of Ethical Management and enhancement measures for approval in 2023 Approved 100%
8th 09.26. Review of the Audit Resource Approved 100%
Report on the Self-regulatory System Inspection Results Approved
Report on the Long-term Risk Pool Management Plan Approved
9th 11.09. Report of Business Performance for the Q3 2023 Reported 100%
Report on the results of the internal audit of the Audit Committee's accounting supervision in Q3 2023 Reported
2023 Results of Design Evaluation of Internal Accounting Management System Reported
Report on the results of the 2023 Q3 accounting review by an external auditor Reported
10th 12.05. Procedures and standards for the appointment of external auditor Approved 100%
11th 12.14. 2024-2026 Appointment of external auditor Approved 100%
Approval of the adequacy for resource input of external auditor Approved
Approval of 2023 Annual Audit and Ethical management Results Approved
Results of 2023 ethical management level measurement Reported
Results of 2023 Leadership Initiative Examination Reported
2022 sk biopharmaceuticals Audit Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.08. Approval of 2022 Annual Audit Plan. Approved 100%
Report on the Financial Statements for the 11th term (2021). Reported
2021 Report on the Operational Status of the Internal Accounting Management System Reported
2nd 03.08. Approval of the Final Version of Fincial Statements for the 11th term Approved 100%
2021 Confirmation of Report on Evaluation of Operational Status of Internal Accounting Management System Approved
Confirmation of Opinions on the Legality and Validity of the Agenda and Documents Submitted at the 11th Ordinary General Meeting of Shareholders Approved
Finalization of Audit Report Approved
2021 Finalization of the Report on the Evaluation of the Operation of Internal Monitoring Devices Approved
Financial Statements for the 11th term (2021) and Results of External Audit of Internal Accounting Management System Reported
3rd 04.21. Appointment of the Chairperson of the Audit Committee Approved 100%
Establishment of Internal Audit Regulations Reported
Amendment of SK LSI Reporting, Investigation & Discipline Policy Reported
4th 05.12. Report of Business Performance for the Q1 2022 Reported 100%
Report on the results of Internal Inspections of the Audit Committee's accounting supervision in the Q1 2022 Reported
Report on the Design of Internal Accounting Manangment System and Operational Evaluation Plan Reported
Report on the results of the External Auditor's accounting review for the Q1 2022 Reported
Business Report of Autonomous·Responsible Management Support Team Reported
5th 06.16. Interim report on Annual Business Audit Reported 100%
6th 08.11. Pre-certification service of internal accounting for connection between SK Corporation and SK Biopharm Corporation by external auditors Approved 100%
Report on Business Performance for Q2 2022 Reported
Results of internal inspection of the Audit Committee's accounting supervision for Q2 2022. Reported
Results of the External Auditor's accounting review for Q2 2022. Reported
7th 09.29. Amendment of internal audit policy Approved 100%
Results of Ethical Management Survey Reported
8th 11.10. Conclusion of an audit contract with an external auditor designated by the Financial Supervisory Service Approved 67%
Business Performance for Q3 2022 Reported
Results of the Audit Committee's accounting supervision for Q3 2022. Reported
2022 Results of Design Evaluation of Internal Accounting Management System Reported
Results of the External Auditor's accounting review for Q3 2022 Reported
9th 12.15. Approval of 2022 Annual Business Audit Results Approved 100%
Results of 2022 Leadership Initiative Examination Reported
Results of 2022 ethical management level measurement Reported
2021 sk biopharmaceuticals Audit Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.08. Report on the operational status of the internal accounting management system in 2020 Reported 100%
Report on the financial statements of the tenth term (for the year 2020) Reported
2nd 03.03. Finalization of an evaluation report on the operational status of the internal accounting management system in 2020 Approved 100%
Confirmation of opinions on the legality and feasibility of the agenda and submitted documents of the 10th Ordinary General Meeting of Shareholders Approved
Confirmation of the audit report Approved
Confirmation of opinions on the current status of operation of internal monitoring devices in 2020 Approved
Results of external audit of financial statements and internal accounting management system for 2020 Reported
3rd 05.12. Report on business performance for the second quarter of 2011 Reported 100%
Report on the results of the accounting review for the second quarter of the year by an external auditor Reported
4th 08.10. Report on Business performance for the First Half of 2021. Reported 100%
Report on the Results of the External Auditor's Accounting Review for the First Half of 2021 Reported
5th 11.11. Report of Business Performance for the third quarter of 2021 Reported 100%
Report on the Results of the External Auditor's Accounting Review for the Third quarter of 2021 Reported
6th 12.01. Concluding an audit contract with the External Auditor designated by the Financial Supervisory Service Approved 100%
2020 sk biopharmaceuticals Audit Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 01.30. External auditor selection procedure and standard (establishment of external auditor appointment regulation) Approved 100%
2nd 02.06. Appointed external auditors Approved 100%
Approved remuneration for external auditors Approved
Finalized agenda and document opinions for the 1st special meeting of shareholders in 2020 Approved
Business management report on subsidiaries Reported
3rd 02.21. Business management report on subsidiaries Reported 100%
4th 02.28. Business management report on subsidiaries Reported 100%
5th 03.05. Finalized agenda and document opinions for the 9th regular general meeting of shareholders Approved 100%
Finalized the audit report Approved
6th 03.27. Revised the internal accounting management regulation Approved 100%
Entrusted the right to enact and revise the internal accounting management system guideline Approved
7th 03.30. Business management report on subsidiaries Reported 67%
8th 08.13. Reported semiannual review results of external auditors Reported 100%
9th 11.12. Approved appropriateness of audit resources for the 11th business year Approved 100%
Third quarter accounting results of external auditors Reported
Internal accounting condition inspection plan Reported
Third quarter management performance Reported
2024 sk biopharmaceuticals ESG/Strategic Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 01.04. Export of Cenobamate technology to Korea and RoW region Reviewed 100%
Updates on Open Innovation Fund (LifeSci) Investment Reviewed
2nd 01.29. Approval of KPI Results in 2023 Approved 100%
3rd 02.05. 2024 KPI Establishment Approved 100%
4th 04.18. Appointment of Chairperson of ESG/Strategic Committee Approved 100%
License-out of Non-opioid Pain Drug Candidates Reviewed
5th 05.09. Selection of Key ESG Issues for SK Biopharmaceuticals in 2024 Approved 100%
6th 07.16. Licensing Agreement for Radioactive Drug Candidate Reviewed 100%
7th 10.29. Direction of the KPI Structure for 2025 Discussed 80%
8th 12.12. 2025 KPI Establishment Approved 100%
Short-Term Management Plan for 15th Term (2025) Approved
2023 sk biopharmaceuticals ESG/Strategic Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.09. 2022 KPI Performance Rating Approved 66.7%
Selection of 2023 Key Agenda for Sustainable Management Approved
2nd 04.27. Appointment of Chairperson of ESG/Strategic Committee Approved 100%
2023 KPI Establishment Approved
3rd 05.11. Investment in Open Innovation Fund (LifeSci) Reviewed 100%
4th 06.29. Investment in the acquisition of Proteovant Reviewed 100%
Liquidation of Kinisi Therapeutics and withdrawal of Relenopride License Reviewed
5th 08.17. Signed MENA regional strategic alliance partnership agreement and Cenobamate technology export agreement Reviewed 100%
6th 09.14. Approval of SK Biopharmaceuticals Environmental policy Approved 100%
7th 12.14. Resolution of Short-Term Management Plan for 14th Term (2024) Approved 100%
2023 SKBP KPI Interim Assessment Review Discussed
2022 sk biopharmaceuticals ESG/Strategic Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.08. Resolution for KPI Performance Evaluation for 2021 Approved 100%
2022 KPI Establishment Approved
2nd 03.21. Strategical Investment to Digital Therapeutics Development Company Reported 100%
3rd 05.12. Appointment of the Chairperson of ESG/Strategic Committee Approved 100%
Establishment of Important Agenda for Sustainable Management of SK Biopharmaceuticals in 2022 Approved
4th 07.14. Signed a long-term loan agreement with NH Nonghyup Bank. Reviewed 67%
Export Cenobamate technology to LATAM (Latin America) Reviewed
5th 11.10. 2022 SKBP KPI Interim Assessment Report Discussed 100%
Report on pending issues of SK Biopharmaceuticals Partner company Discussed
6th 12.15. Resolution of Short-Term Management Plan for 13th Term (2023) Approved 67%
2021 sk biopharmaceuticals ESG/Strategic Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 05.12. Appointment of the chairperson of the ESG/Strategic Committee Approved 100%
Establishment of an annual target (KPI) Reviewed
2nd 06.29. 2021 Sustainability Report Reviewed 100%
2021 Financial Story Reviewed
3rd 08.10. Concluding Long-term loan agreement with a bank Reviewed 100%
Status on Open Innovation Progress Reviewed
4th 11.11. Out-licensing in China and establishment of a new corporation Reviewed 100%
5th 11.24. Report on the tentative performance of SK Biopharmaceuticals KPI in 2021 Reported 100%
Report of the short-term management plan for the 12th term (2022) Approved
6th 12.23. Out-licensing of cenobamate in Canada Reviewed 100%
2024 sk biopharmaceuticals Nomination and Compensation Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 01.29. Review on the major achievements and Approval of CEO KPI Results in 2023 Approved 100%
Review of Internal Directors Remuneration in 2024 Reviewed
Review of candidates for external directors Reviewed
2nd 02.05. Establishment of goals (KPI) for the CEO in 2024 Approved 100%
Recommendation of candidates for external directors Approved
2024 Review of Directors Remuneration Limits Reviewed
3rd 04.18. Appointment of Chairperson of Nomination and Compensation Committee Approved 100%
2024 CEO Long-term Incentive Reviewed
2024 Review of Internal Directors Remuneration Reviewed
Board Skills Matrix Update Reviewed
4th 08.08. Direction of Securing a Pool of Independent Director Candidates Reviewed 100%
5th 11.28. CEO Evaluation and Retention Review Reviewed 100%
2025 Review of candidates for external directors. Reviewed
6th 12.12. Review on the major achievements and Approval of CEO KPI in 2024 Approved 100%
Establishment of goals (KPI) for the CEO in 2025 Approved
Review of Internal Directors Renumeration in 2025 Reviewed
2023 sk biopharmaceuticals Nomination and Compensation Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.09. Recommendation of candidates for external directors. Approved 100%
2nd 03.09. 2022 Approval of CEO KPI Results. Approved 100%
2023 Review of Internal Directors Remuneration Reviewed
2023 Review of Directors Remuneration Limits. Reviewed
3rd 03.28. Proposal for appointment of CEO Reviewed 100%
4th 04.27. Appointment of the chairperson of Nomination and Compensation Committee Approved 100%
Establishment of goals (KPI) for the CEO in 2023 Approved
5th 07.20. CEO Compensation Plan Reviewed 100%
6th 11.09. Operation of CEO Succession Plan Reviewed 100%
Plan for Securing Independent Directors Reviewed
2022 sk biopharmaceuticals Nomination and Compensation Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 02.08. 2021 Approval of CEO KPI Results. Approved 100%
2022 Review of Internal Directors Remuneration. Approved
2022 Review of Directors Remuneration Limits. Reviewed
2022 Review of Independent Directors Re-appointment. Reviewed
2nd 03.08. Proposal for appointment of CEO Reviewed 100%
3rd 04.21. Appointment of the Chairperson of the Nomination and Compensation committee. Approved 100%
Establishment of CEO KPI for 2022 Approved
4th 11.30. Plan for appointment of Independent Directors Reported 100%
2022 CEO Evaluation and Retention Review Reviewed
Re-appointment and Job Assignments of Operational Executive Officers Reviewed
2021 sk biopharmaceuticals Nomination and Compensation Committee (Round, Date Held, Agenda, Results of Deliberation, Director Participation)
Round Date Held Agenda Results of
Deliberation		 Director
Participation
1st 05.12. Appointment of the Chairperson of the Nomination and Compensation Committee Approved 100%
Examination of individual remuneration for inside directors in '21 Reviewed
2nd 06.29. Approval of the CEO’s 2021 KPI Approved 100%
3th 11.11. Report on the plan to secure outside directors Reported 100%
4th 11.25. Review of CEO evaluation operation (proposal) Reviewed 100%
Evaluation of CEO in 2021 and review of re-election Reviewed

Comparison with Exemplary Standards of Corporate Governance

Comparison with Exemplary Standards of Corporate Governance (Recommendations for Exemplary Standards, Whether or not to be adopted, Remarks)
Recommendations for Exemplary Standards Whether
or not to
be
adopted		 Remarks
Introduction of a corporate governance charter. ○(adopted) Introduced in April 2021.
Introduction of the code of ethics for executives and employees. ○(adopted) Enacted in December, 2016.
Composition of the board of directors (majority of independent directors) ○(adopted) Four independent directors, one non-executive director, and two executive directors.
Separation of the representative director from the chairman of the board of directors or the appointment of a senior independent director. ○(adopted) Appointment of independent directors as the chairman of the board of directors (from Apr. 2023 to the present).
Appointment of senior independent directors (from Jan. 4, 2021 to the present).
Public announcement of the details of activities of the board of directors, the attendance rate, and whether to favor or disapprove major agenda items. ○(adopted)
Composition of the Candidate Recommendation Committee for Independent Director. ○(adopted) Two independent directors and one non-executive director.
Organization of the Compensation Deliberation Committee. ○(adopted) Two independent directors and one non-executive director.
Composition of the audit committee (independent directors only). ○(adopted) Three independent directors.
Introduction of regulations concerning the roles and operating procedures of the board of directors and various committees. ○(adopted)
Purchasing a liability insurance policy for directors at the expense of the company. ○(adopted)
Evaluation of the activities of the board of directors. ○(adopted)
Maintaining the independence of external auditors. ○(adopted)
Certification of the accuracy and completeness of the financial reports of the representative director and the person in charge of finance. ○(adopted)
Explaining the difference from the exemplary standards. ○(adopted)
Disclosure of audit reports and important occasional disclosures. ○(adopted)

External Auditor

External Auditor Information

External Auditor External Auditor Information (Name, Date Appointed, Contract Period)
Name Date Appointed Contract Period
Emst & Young Hanyoung Corp. 2024. 1. 23 2024. 1. 1. ~ 2026. 12. 31

Auditor’s Opinion (Last 3 years)

External Auditor Auditor’s Opinion (Last 3 years) (Year, Auditor, Opinion, Remarks)
Year Auditor Opinion Remarks
2023 Samil PwC Unqualified -
2022 Samil PwC Unqualified -
2021 Samil PwC Unqualified -
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