Pan Ocean will solidify its position as a global leading shipping and logistics company
by enhancing corporate and shareholder value based on transparent management.
Envisioning advanced governance, we established and declared the Corporate Governance Charter in February 2022. Based on this charter, we will pursue the protection of the rights and interest of all stakeholders including shareholders and the development of a robust governance structure.
Pan Ocean Co., Ltd., a global shipping company representing Korea, aims to become a global leading shipping logistics company by maximizing business capabilities accumulated in the shipping sector and revitalizing grain distribution and logistics businesses. Pan Ocean Co., Ltd. has established the Corporate Governance Charter, recognizing that it is essential in corporate governance to enhance shareholder value, form trust with various stakeholders, and promote rights and interests all together.
| Shareholders | Number of Shares | Share Ratio (%) | Transaction with Pan Ocean |
|---|---|---|---|
| Harim Holdings & specialized persons(13) | 293,585,543 | 54.8% | Not Applicable |
| National Pension Service | 36,465,315 | 6.8% | Not Applicable |
| VANGUARD | 9,053,443 | 1.7% | Not Applicable |
| BLACKROCK | 8,469,213 | 0.7% | Not Applicable |
| KOPERNIK | 7,306,221 | 0.8% | Not Applicable |
| Others | 179,689,777 | 33.6% | Not Applicable |
| Total | 534,569,512 | 100.0% |
| Agenda | Number of voting shares attended at AGM | Voting result | Approval Rate | Number of voting shares from the largest shareholder and related persons | Attendance rate excluding the largest shareholder and related persons | |
|---|---|---|---|---|---|---|
| Pros | Cons or Abstention | |||||
| 1. To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2024 | 386,350,601 | 382,311,150 | 4,039,451 | 99.0% | 289,523,471 | 18.1% |
| 2-1. Appointment of Executive Director (Hong Kuk Kim) | 386,350,601 | 346,984,567 | 39,366,034 | 89.8% | 289,523,471 | 18.1% |
| 2-2. Appointment of Executive Director (Se Gi Cheon) | 386,350,601 | 347,659,107 | 38,691,494 | 90.0% | 289,523,471 | 18.1% |
| 2-3. Appointment of Independent Director (Seung Oh Park) | 386,350,601 | 385,580,818 | 769,783 | 99.8% | 289,523,471 | 18.1% |
| 3. To approve the appointment of Audit committee Member (Seung Oh Park) | 92,469,446 | 91,641,158 | 828,288 | 99.1% | 16,070,546 | 14.3% |
| 4. To approve the ceiling on remuneration for directors of year 2025 | 386,350,601 | 385,123,392 | 1,227,209 | 99.7% | 289,523,471 | 18.1% |
| Classification | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| Par value (KRW) | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 |
| Net income (KRW in millions, consolidated) | 268,143 | 245,041 | 677,081 | 549,305 | 92,529 |
| Net income (KRW in millions, separate) | 249,107 | 239,540 | 676,532 | 526,659 | 90,928 |
| Earnings per share (KRW, consolidated) | 502 | 458 | 1,267 | 1,028 | 173 |
| Total amount of cash dividend (KRW in millions) | 64,148 | 45,438 | 80,185 | 53,457 | 26,728 |
| Total amount of stock dividend (KRW in millions) | - | - | - | - | - |
| Dividend payout ratio (%) | 23.9 | 18.5 | 11.8 | 9.7 | 28.9 |
| Price-dividend yield (%) | 3.6 | 2.2 | 2.5 | 1.8 | 1.1 |
| Cash dividend per share (KRW) | 120 | 85 | 150 | 100 | 50 |
| Stock dividend per share (shares) | - | - | - | - | - |
As the supreme decision body at Pan Ocean, the Board of Directors consists of three inside directors and four independent directors as of end of March 2025, hence meeting the requirement provided in the Commercial Act. To ensure the Board runs efficiently based on checks and balances, the Articles of Association provide that the total number of the directors shall be at least four but not more than nine with independent directors being the majority. The recent appointment of a female independent director represents our resolution to promote diversity in the board composition.
| Category | Name | Gender | Tenure | Expertise | Professional experience |
|---|---|---|---|---|---|
| Inside Director | Kim Hong Kuk | Male | 2015.07.18 ~ 2028.03.28 | Corporate management | CEO, Harim Holdings Co., Ltd. |
| Inside Director (Chairman of BOD) |
Ahn Joong Ho | Male | 2020.03.30 ~ 2026.03.29 | Shipping/Corporate management | CEO, Pan Ocean Co. Ltd. |
| Inside Director | Cheon Se Gi | Male | 2015.07.18 ~ 2028.03.28 | Finance/Law | Head of Management Support Team, Harim Holdings Co., Ltd. |
| Independent Director | Jeong Hak Soo | Male | 2021.03.30 ~ 2027.03.29 | Agriculture/grain | Chairman of the East Asia Agri. Association |
| Independent Director | Kim Young Mo | Male | 2023.06.16 ~ 2026.06.16 | Finance | Former Vice-President of the KDB |
| Independent Director | Park Seung Oh | Male | 2025.03.26 ~ 2028.03.26 | Finance | Former President of Hana Capital Co., Ltd. |
| Independent Director | Koo Ja Eun | Female | 2023.03.29 ~ 2026.03.29 | Accounting/tax | Professor in Business Administration, University of Suwon |
| Session | Date | Agenda and Content | Approval | Attendance | |
|---|---|---|---|---|---|
| 1st | 2024.02.11 | Agenda No.1 | To approve Business Plan for 2025 | Approved | 7 / 7 |
| Agenda No.2 | To approve the date & venue and Agenda for Annual General Meeting for 2025 | ||||
| Agenda No.3 | To approve financial statements of 2024 | ||||
| Agenda No.4 | To approve cash dividend | ||||
| Agenda No.5 | To approve the 59th Annual Report | ||||
| Agenda No.6 | To approve appointment of Directors & Audit Committee Member | ||||
| Agenda No.7 | To approve ceiling on remuneration of year 2025 for directors | ||||
| Agenda No.8 | To approve the standard of performance evaluation & incentive payment of year 2025 for CEO | ||||
| Agenda No.9 | To approve remuneration plan of the executive officers for year 2025 | ||||
| Agenda No.10 | To approve 2025 Safety & Health Management Plan | ||||
| 2nd | 2025.03.26 | Agenda No.1 | To approve the appointment of CEO | Approved | 7 / 7 |
| Agenda No.2 | To approve the appointment of member of committees | ||||
| Agenda No.3 | To approve internal transactions during 2Q FY 2025 | ||||
| Session | Date | Agenda and Content | Approval | Attendance | |
|---|---|---|---|---|---|
| 1st | 2024.02.08 | Agenda No.1 | To approve Business Plan for 2024 | Approved | 7 / 7 |
| Agenda No.2 | To approve the date & venue and Agenda for Annual General Meeting for 2024 | ||||
| Agenda No.3 | To approve financial statements of 2023 | ||||
| Agenda No.4 | To approve dividend policy and cash dividend | ||||
| Agenda No.5 | To approve the 58th Annual Report | ||||
| Agenda No.6 | To approve appointment of Director & Audit Committee Member | ||||
| Agenda No.7 | To approve ceiling on remuneration of year 2024 for directors | ||||
| Agenda No.8 | To approve the standard of performance evaluation & incentive payment of year 2024 for CEO | ||||
| Agenda No.9 | To approve remuneration plan of the executive officers for year 2024 | ||||
| Agenda No.10 | To approve 2024 Safety & Health Management Plan | ||||
| Agenda No.11 | To approve the paid-in capital increase in Singapore Subsidiary | ||||
| 2nd | 2024.03.27 | Agenda No.1 | To approve the appointment of member of committees | Approved | 7 / 7 |
| Agenda No.2 | To approve internal transactions during 2Q FY 2024 | ||||
| Agenda No.3 | To approve the Shipbuilding contract | ||||
| 3rd | 2024.05.13 | Agenda No.1 | To approve acquisition of shares in a company | Approved | 7 / 7 |
| Agenda No.2 | To approve internal transactions | ||||
| Agenda No.3 | To approve the Shipbuilding contract | ||||
| 4th | 2024.06.19 | Agenda No.1 | To approve internal transactions during 3Q FY 2024 | Approved | 7 / 7 |
| Agenda No.2 | To approve Issuance of Guaranteed Note | ||||
| 5th | 2024.08.12 | Agenda No.1 | To approve fund donation | Approved | 7 / 7 |
| Agenda No.2 | To approve Capital Reduction of the Chinese Subsidiary | ||||
| 6th | 2024.09.23 | Agenda No.1 | To approve internal transactions during 4Q FY 2024 | Approved | 7 / 7 |
| Agenda No.2 | To approve Issuance of the 22nd Unsecured Public Corporate Bonds | ||||
| 7th | 2024.10.24 | Agenda No.1 | To approve the purchase of secondhand carrier | Approved | 7 / 7 |
| 8th | 2024.11.08 | Agenda No.1 | To approve the amendments of regulation on Audit Committee and Internal control over Financial Reporting | Approved | 7 / 7 |
| 9th | 2024.12.17 | Agenda No.1 | To approve internal transactions of FY 2025 | Approved | 6 / 7 |
Pan Ocean has established and operated the Independent Director Nominating Committee, Audit Committee, Internal Transactions Committee, Remuneration Committee, and ESG Committee within the Board of Directors. All committees within the Board of Directors form a majority of independent directors to promote independent and objective operations. ESG Committee was established autonomously in May 2022 to promote sustainable management more comprehensively and systematically.
| Organization | Responsibility | Composition | |
|---|---|---|---|
| Independent Director Nominating Committee |
|
Four Independnet Directors | Jeong Hak Soo, Kim Young Mo, Park Seung Oh, Koo Ja Eun |
| Audit Committee |
|
Four Independnet Directors | Koo Ja Eun(Chairperson), Jeong Hak Soo, Kim Young Mo, Park Seung Oh |
| Internal Transactions Committee |
|
One Inside Director, Four Independent Directors | Jeong Hak Soo(Chairperson), Ahn Joong Ho, Kim Young Mo, Park Seung Oh, Koo Ja Eun |
| Remuneration Committee |
|
Four Independnet Directors | Jeong Hak Soo, Kim Young Mo, Park Seung Oh, Koo Ja Eun |
| ESG Committee |
|
Four Independnet Directors | Jeong Hak Soo(Chairperson), Kim Young Mo, Park Seung Oh, Koo Ja Eun |
