apr

ESG

APR aims to become a leading ESG company that secures ESG
competitiveness that meets the global standard and spread
positive influence throughout the industrial ecosystem.

  • Environment
  • Social
  • Governance
esg 상단 배너 esg 상단 배너

Environment

Practicing Eco-Friendly Logistics

We are committed to eco-friendly logistics by using
certified wood from responsibly managed forests.
Our packaging materials bear the FSC certification,
ensuring sustainable sourcing.
Unlike conventional inks that contribute to air pollution,
we utilize soy ink with a high plant-based content.
Additionally, we use 100% recyclable eco-friendly paper cushioning
to ensure the safe delivery while protecting the environment.

Zero Empty Bottle Collection Campaign

Our eco-friendly social contribution campaign focuses on collecting
used empty bottles to reduce unnecessary waste and promote a lifestyle
where the environment and our skin coexist harmoniously.
APR is proud to support and participate in this initiative.

Governance

  • Corporate Governance
  • Shareholders’ General Meeting
  • Board of Directors
  • Ethical Management
Corporate Governance Corporate Governance

APR is committed to enhancing shareholder value and protecting shareholder rights by establishing a governance structure that ensures transparency, integrity, and stability. To promote transparent governance, we provide stakeholders with insights into our governance status and the operation of related bodies through website announcements and disclosures. Furthermore, we have established a comprehensive set of internal regulations related to corporate governance, including our Articles of Association, Board of Directors regulations, and the Transparent Management Committee operation guidelines.

Corporate Governance Charter
Introduction

APR is dedicated to constantly challenging itself to improve the quality of customers’ lives across various fields and striving to become a leading global company. Through these efforts, we aim to continuously create value and pursue mutual benefits based on trust with various stakeholders, achieving sustainable growth.

To this end, APR establishes the "APR Corporation Governance Charter," which serves as the cornerstone of our sustainable management activities. Based on this Corporate Governance Charter, APR commits to practicing responsible and ethical management, enhancing shareholder interests, protecting stakeholder rights, and establishing a transparent and sound governance structure to increase corporate value and achieve sustainable growth.

Chapter 1: Shareholders
Article 1 (Rights of Shareholders)

① Shareholders, as owners of APR Co., Ltd. (hereinafter referred to as the "Company"), have the fundamental rights guaranteed by the Commercial Act and other relevant laws. These rights include the right to participate in profit distribution, the right to attend and vote at the general meetings of shareholders, and the right to receive regular and timely information necessary for the exercise of their shareholder rights.
② Matters that significantly impact the existence of the Company and the rights of shareholders, such as mergers, amendments to the articles of incorporation, and capital reductions, shall be decided at the general meeting of shareholders in accordance with principles that fully guarantee shareholder rights and through lawful procedures.
③ The exercise of shareholder rights should be conducted conveniently in accordance with the freewill of the shareholders. To facilitate the exercise of shareholder rights, the Company shall provide sufficient information regarding the date, location, and agenda of the general meeting of shareholders well in advance.

Article 2 (Equitable Treatment of Shareholders)

① Shareholders, as owners of the Company, have the fundamental rights guaranteed by the Commercial Act and other relevant laws. These rights include the right to participate in profit distribution, the right to attend and vote at the general meetings of shareholders, and the right to receive regular and timely information necessary for the exercise of their shareholder rights.
② Matters that significantly impact the existence of the Company and the rights of shareholders, such as mergers, amendments to the articles of incorporation, and capital reductions, shall be decided at the general meeting of shareholders in accordance with principles that fully guarantee shareholder rights and through lawful procedures.
③ The exercise of shareholder rights should be conducted conveniently in accordance with the free will of the shareholders. To facilitate the exercise of shareholder rights, the Company shall provide sufficient information regarding the date, location, and agenda of the general meeting of shareholders well in advance.

Article 3 (Responsibilities of Shareholders)

① Shareholders shall recognize the importance of their voting rights and actively exercise their voting rights in a manner that promotes the development and interests of the Company.
② Controlling shareholders, who exert influence over the management of the Company, shall act in the best interests of the Company and all shareholders, and strive to prevent any actions that could cause harm to the Company and other shareholders.

Chapter 2: Board of Directors
Article 4 (Functions of the Board of Directors)

① The Board of Directors is the highest decision-making body of the company and holds comprehensive authority over management as prescribed by relevant laws, the Articles of Incorporation, and the Board of Directors’ regulations.
② The Board of Directors establishes the company's core management strategies and objectives, deliberates on, and decides major management matters in the best interests of the company and its shareholders.
③ The Board of Directors oversees, manages, and supervises the activities of the management.
④ The Board of Directors may delegate authority to the CEO or committees within the Board except for significant matters specified by law, the Articles of Incorporation, or the Board of Directors’ regulations.

Article 5 (Composition of the Board of Directors)

① The Board of Directors shall be of a size that allows for effective and prudent discussion and decision-making, and it shall be composed of a sufficient number of directors to activate committees established within the Board.
② To ensure an independent and effective oversight function, at least one-quarter of the entire Board shall be composed of outside directors.
③ The Board of Directors may establish committees within the Board to ensure transparent and independent decision-making and to enhance expertise.

Article 6 (Qualifications of Directors)

① A director must meet the qualification standards prescribed by relevant laws and possess exemplary ethics, professional consciousness, and integrity, ensuring balanced representation of the rights and interests of all shareholders and stakeholders.
② A director should be able to allocate sufficient time for performing duties, possess innovative thinking, and a strong sense of responsibility.
③ A director should not be discriminated against based on factors such as gender, age, nationality, race, religion, education level, disability, etc., and should contribute to enhancing corporate values and shareholder rights.

Article 7 (Appointment of Directors)

① Directors shall be appointed at the shareholders' meeting.
② The representative director shall be appointed by resolution of the board of directors from among the directors elected at the shareholders' meeting.

Article 8 (Qualifications, Roles, and Powers of Outside Directors)

① An outside director must have no significant relationship with the company and should be capable of making independent decisions free from management and dominant shareholders.
② An outside director should possess top-level expertise or extensive practical experience in fields such as industry, finance, academia, law, or accounting, and provide substantive advice and support for company management based on such knowledge.
③ An outside director should independently participate in important management policy decisions of the company through board activities and oversee management.
④ An outside director may request the company to provide necessary information for performing duties and, if necessary, receive support from employees or external experts at the company's expense through prescribed procedures.

Article 9 (Duties and Responsibilities of Directors)

① Directors must make the best decisions to pursue the company's core values and enhance corporate value through active participation and involvement in the board.
② Directors must not disclose company information obtained in the course of duties to external parties or utilize it for personal or third-party interests.
③ Directors shall be liable for damages under laws if they violate laws or the articles of incorporation, or if they neglect their duties.
④ If directors have performed their duties with sufficient review and appropriate and rational judgment, their management decisions should be respected.
⑤ The company may purchase directors' liability insurance at its expense to recruit competent personnel as directors and ensure effective pursuit of accountability.
⑥ Directors must refrain from participating in any deliberation or decision-making process related to matters that could directly or indirectly influence their personal, business, or professional interests.

Article 10 (Evaluation and Compensation)

① Regular evaluations of the board and directors shall be conducted to enhance the efficiency of the board.
② The board shall design and operate a management evaluation and compensation system that can contribute to long-term shareholder value enhancement. Management activities should be evaluated fairly, and the results should be appropriately reflected in compensation.
③ Director compensation shall be governed by the executive compensation payment regulations approved by the shareholders' meeting.
④ Director compensation should be maintained at a reasonable proportion to their duties, be decided at an appropriate level reflecting the financial condition of the company, and be in line with the long-term interests of the company and shareholders.

Chapter 3: The Board of Audit and Inspection
Article 11 (Audit Committee)

① The audit committee shall consist of three or more directors appointed by the shareholders' meeting, with at least one member being an accounting or financial expert. Furthermore, to ensure independent and transparent audit functions, at least two-thirds of the committee members shall be outside directors.
② The audit committee shall review the legality of directors' and management's business execution, the integrity and validity of corporate financial activities, the accuracy of financial reporting, and the appropriateness of accounting standards. It shall also approve the appointment and dismissal of external auditors and report to the shareholders' meeting.
③ The audit committee shall have unrestricted access to necessary information for audit tasks and may, at the company's expense, seek advice from external institutions or experts as needed.

Article 12 (External Auditor)

① The company shall ensure that the external auditor maintains legal and substantial independence from the company, management, and controlling shareholders.
② The company shall arrange for the external auditor to attend the shareholders' meeting to explain any shareholder inquiries regarding audit reports.
③ The external auditor shall be appointed by the audit committee and shall report important matters identified during the external audit activities to the audit committee.

Chapter 4: Stakeholders
Article 13 (Protection of Stakeholders' Rights)

① The company endeavors to fulfill its corporate social responsibilities towards various stakeholders such as customers, employees, shareholders, creditors, business partners, and local communities.
② The company protects the rights of stakeholders under laws and contracts, respects the rights of workers by faithfully complying with labor laws such as the Labor Standards Act, and strives to improve the quality of life for workers.
③ Within the limits permitted by law, the company provides necessary information for the protection of stakeholders' rights and supports access to relevant information for stakeholders.

Chapter 5: Disclosures
Article 14 (Disclosure)

① The company regularly prepares and discloses business reports, quarterly reports, and semi-annual reports, and promptly and accurately discloses matters that may significantly impact the decision-making of shareholders and stakeholders beyond those required by law.
② The company does not favor or discriminate against specific individuals regarding the scope or timing of disclosing important corporate information, ensuring simultaneous access for all stakeholders.

Shareholders’ General Meeting

APR follows the principle of one-share-one-vote for shareholder meetings. As of December 31, 2023, the total number of outstanding common shares with voting rights is 7,275,378 shares. We ensure shareholder participation through electronic voting, allowing absentee shareholders to exercise their voting rights. Additionally, we protect shareholder rights through proactive and fair Investor Relations (IR) activities, promoting transparency via website disclosures to mitigate information asymmetry.

10th Annual General Meeting
Agenda Details Status
Agenda No. 1 Changes to the Articles of Incorporation Approved
Agenda No. 2 Changes of Executives Approved
Agenda No. 3 Amendment of Remuneration Policy for Executives Approved
Agenda No. 4 Amendment to Executive Retirement Provision Policy Approved
Agenda No. 5 Appointment of Joo Dong Oh as an Independent Director Approved
Agenda No. 6 Appointment of Joo Dong Oh as an Audit Committee Approved
Agenda No. 7 Approval of Maximum Remuneration for Directors Approved
Date of Meeting: March 29, 2024
Board of Directors
Composition of the Board of Directors

APR's Board of Directors represents various stakeholders, including shareholders, and oversees key management matters for the company's long-term growth, strictly adhering to the Board's operating regulations. Through oversight and decision-making, the Board aims to enhance operational efficiency through checks and balances, establishing an independent and transparent decision-making authority via a rigorous director appointment process.

Classification Name Profile Term
Internal Directors Byung-hoon Kim (Current) CEO of APR Corporation
(Former) CEO of Gilhanasai Co.
03.29.2023
~03.29.2029
Jae-ha Shin (Current) Vice-president of Apr Corporation
(Former) Management Innovation Team Manager of YoungToys Co.
06.22.2023
~06.22.2026
Independent Directors Hyeongi Kim (Current) Grant Thornton / CPA
(Previous) Samil Pwc
06.22.2023
~06.22.2026
Yu-ri Noh (Current) Nexia Samduk / CPA
(Previous) Samil Pwc
(Previous) Hana Financial Investment Co., Ltd.
06.22.2023
~06.22.2026
Joo-dong Oh (Current) DAESEUNG / Tax Accounter
(Previous) KPMG
(Previous) EY
03.29.2024
~03.29.2027
*As of the end of June 2023
  • Internal Directors

    Name Profile Term
    Byung-hoon Kim (Current) CEO of APR Corporation
    (Former) CEO of Gilhanasai Co.
    03.29.2023
    ~03.29.2029
    Jae-ha Shin (Current) Vice-president of Apr Corporation
    (Former) Management Innovation Team Manager of YoungToys Co.
    06.22.2023
    ~06.22.2026
  • Independent Directors

    Name Profile Term
    Hyeongi Kim (Current) Grant Thornton / CPA
    (Previous) Samil Pwc
    06.22.2023
    ~06.22.2026
    Yu-ri Noh (Current) Nexia Samduk / CPA
    (Previous) Samil Pwc
    (Previous) Hana Financial Investment Co., Ltd
    06.22.2023
    ~06.22.2026
    Joo-dong Oh (Current) DAESEUNG / Tax Accounter
    (Previous) KPMG
    (Previous) EY
    03.29.2024
    ~03.29.2027
*As of the end of June 2023
Board Committees
Transparent Management Committee

APR operates the Transparent Management Committee to enhance ESG management, establish a sound governance structure, and ensure responsible management. The committee, a board-level entity, comprises one internal director and three external directors, all of whom possess diverse expertise and experience in accounting and management. Through this committee, the company reviews and approves key ESG-related matters, enhancing both independence and management oversight functions. The Transparent Management Committee is predominantly composed of external directors, with the committee chairperson also being an external director, to ensure independent decision-making.

Classification Members Chairperson Key Functions and Roles
Transparent Management Committee Hyeongi Lee
Jae-ha Shin
Yu-ri Noh
Joo-dong Oh
Hyeongi Lee Independent Directors Enhancing corporate transparency
Deliberating and approving transactions with related parties and significant large-scale transaction
Reviewing major operational issues of the company
*As of March 2024
Members Hyeongi Lee , Jae-ha Shin, Yu-ri Noh, Joo-dong Oh
Chairperson Hyeongi Lee Independent Directors
Key Functions and Roles Enhancing corporate transparency
Deliberating and approving transactions with related parties and significant large-scale transaction
Reviewing major operational issues of the company
*As of March 2024
Audit Committee

APR operates an Audit Committee to enhance continuous shareholder value through lawful and rational decision-making. The Audit Committee, a board committee consisting of three outside directors with diverse expertise and experience in accounting and management, performs functions such as auditing the company's accounting and business operations in accordance with laws, articles of incorporation, or board regulations. The Audit Committee is composed of more than two-thirds outside directors, and the lead audit committee member is appointed as an outside director to ensure independent activities.

Classification Members Chairperson Key Functions and Roles
Audit Committee Hyeongi Lee
Yu-ri Noh
Joo-dong Oh
Hyeongi Lee Independent Directors Auditing the execution of duties by directors
Auditing the company's accounting and operations
Reviewing the validity of changes in accounting standards and other regulations
Evaluating the internal control system
*As of March 2024
Members Hyeongi Lee , Yu-ri Noh, Yu-ri Noh
Chairperson Hyeongi Lee Independent Directors
Key Functions and Roles Auditing the execution of duties by directors
Auditing the company's accounting and operations
Reviewing the validity of changes in accounting standards and other regulations
Evaluating the internal control system
*As of March 2024
Ethical Management

We pursue free and fair competition in all business activities, reinforcing mutual trust and cooperation with our customers, shareholders, employees, partners, and local communities to pursue shared interests. To ensure compliance with our Code of Ethics, we have established 'Ethical Principles' that guide our employees in maintaining consistent and correct ethical values, thereby strengthening our ethical management.

  • 도덕성의 원칙
    Morality

    Employees must conduct all activities related to their duties in accordance with moral standards acceptable to societal conscience. They must always practice the duty of integrity.

  • Fairness

    Employees must not unlawfully use or infringe upon the tangible and intangible assets of competitors, such as technology and business operations. They should strive to gain a legitimate competitive advantage through competence and perform their duties fairly and reasonably, addressing any conflicts of interest.

  • Confidentiality

    Both the company and its employees are required to maintain absolute confidentiality regarding any information acquired during the course of business.

  • Diligence

    Employees should appropriately respect, manage, and supervise their subordinates related to work, and make every effort to enhance mutual understanding and cooperation.

  • Objectivity

    Employees should maintain reasonable and sound discretion and objectivity as professionals while performing their duties.

  • Competence

    Employees should make every effort to improve their professional qualifications through the development of specialized knowledge and skills. They should closely collaborate with other departments and colleagues to enhance their overall work performance.

  • 도덕성의 원칙
    Morality

    Employees must conduct all activities related to their duties in accordance with moral standards acceptable to societal conscience. They must always practice the duty of integrity.

  • Fairness

    Employees must not unlawfully use or infringe upon the tangible and intangible assets of competitors, such as technology and business operations. They should strive to gain a legitimate competitive advantage through competence and perform their duties fairly and reasonably, addressing any conflicts of interest.

  • Confidentiality

    Both the company and its employees are required to maintain absolute confidentiality regarding any information acquired during the course of business.

  • Diligence

    Employees should appropriately respect, manage, and supervise their subordinates related to work, and make every effort to enhance mutual understanding and cooperation.

  • Objectivity

    Employees should maintain reasonable and sound discretion and objectivity as professionals while performing their duties.

  • Competence

    Employees should make every effort to improve their professional qualifications through the development of specialized knowledge and skills. They should closely collaborate with other departments and colleagues to enhance their overall work performance.