ESG

We are committed to corporate social responsibility initiatives that radiate light and warmth into our society.

Corporate Governance

General Governance Structure
Differences from the Code of Best Practices for Corporate Governance
NO. Recommended Best Practice Adoption
Status
Notes
1 Adoption of Corporate Governance Charter O Established in July 2022
2 Adoption of Employee Code of Ethics O Established in March 2015
3 Adoption and disclosure of cumulative voting system X Cumulative voting system not adopted
4 Composition of Board (Majority: outside directors) O 3 inside directors, 4 outside directors
(accounting for 57%)
5 Separation of Representative
Director and Board Chairperson
O Outside director appointed as Board Chair
(since March 2018)
6 Distribution of Director CVs before meetings O Meeting materials sent in advance
7 Holding regular board meetings (more than quarterly) O At least once per quarter (per board protocol)
8 Disclosure of board activities, attendance,
and voting results on major agenda items
O In annual, semi-annual, and quarterly
reports and on the website
9 Establishment of Outside Director Nomination Committee O 1 inside director, 2 outside directors
10 Establishment of Compensation Committee
(members are all outside directors)
O 3 outside directors
11 Establishment of Audit Committee
(members are all outside directors)
O 3 outside directors
12 Establishment of Provisions for the Roles and
Operating Procedures of the Board and Committees
O On the website
13 Subscription to D&O Insurance
at the Dong-A ST's expense
O Subscribed to D&O Insurance
14 Assessment of board activities O -
15 Guaranteed independence of external auditors O -
16 Verification of the accuracy and integrity of
Financial Statements by CEO and CFO
O -
17 Explanation for differences from the Best Practices O On the website
18 Disclosure of Audit Reports and ad hoc announcements
(Korean and English)
Only in Korean
19 Establishment of CEO Succession Planning O -
Corporate Governance Provisions
NO. Title Attachment
1 Articles of Incorporation

Download

2 Corporate Governance Charter

Download

3 Board Provisions

Download

4 Audit Committee Provisions

Download

5 Outside Director Nomination Committee Provisions

Download

6 Compensation Committee Provisions

Download

We disclose shareholder
-related matters.
General Shareholders' Meeting
Issued Shares

As of December 31,
2024 (unit: shares)

Share Data Types of Shares Notes
Common Shares Preferred Shares Total
I.Total Authorized Shares 30,000,000 - 30,000,000 -
II.Total Number of Shares Issued to Date 9,172,975 700,348 9,873,323 -
III.Total Shares Decreased to Date - 700,348 700,348 -
1. Reduction of Capital - - - -
2. Retirement of Shares - - - -
3. Redemption of Shares - - - -
4. Others - 700,348 700,348 -
IV.Outstanding Shares (II-III) 9,172,975 - 9,172,975 -
V.Number of Treasury Shares 189,436 - 189,436 -
VI.Float Shares (IV-V) 8,983,539 - 8,983,539 -
Major Shareholders

As of December 31,
2024 (unit: shares)

Shareholders Name Types of Shares Number of
Shares Owned
Percentage (%)
Largest Shareholders Dong-A Socio Holdings and 16 affiliate persons Common Shares 2,489,132 27.14
Major Shareholders National Pension Service Common Shares 661,007 7.21
Glaxo Group Limited Common Shares 722,016 7.87
Employee Stockholders Association Common Shares 564,156 6.15
Introduction of Electronic Voting, Written Voting and Cumulative Voting
Category Adoption Date of Adoption
Electronic Voting and Electronic Proxy Voting Adopted March 27, 2018
Write-in Voting Not adopted -
Cumulative Voting Excluded -
Dividends Over 5 Years
Category Type of Shares FY2024 FY2023 FY2022 FY2021 FY2020
12th 11th 10th 9th 8th
Face Value per Share (KRW) 5,000 5,000 5,000 5,000 5,000
(Consolidated) Net Income (Million KRW) -23,235 2,021 12,771 12,816 27,103
(Separate) Net Income (Million KRW) 15,136 17,299 9,020 11,969 27,653
(Consolidated) Earnings per Share (KRW) -144 1,311 1,606 1,519 3,212
Total Cash Dividends (Million KRW) 6,288 5,901 5,884 8,441 8,438
Total Stock Dividends (Million KRW) 898 843 841 - -
(Consolidated) Cash Dividends Payout Ratio (%) - 53.1 46.1 65.8 31.13
Cash Dividends Yield (%) Common Shares 1.4 1.1 1.1 1.4 1.2
Preferred Shares - - - - -
Stock Dividends Yield (%) Common Shares 0.3 6.1 1.5 - -
Preferred Shares - - - - -
Cash Dividends per Share (KRW) Common Shares 700 700 700 1,000 1,000
Preferred Shares - - - - -
Stock Dividends per Share (Shares) Common Shares 0.02 0.02 0.02 - -
Preferred Shares - - - - -
Voter Turnout at 12th Regular General Shareholders' Meeting (FY2024)
Agenda Item Meeting Purpose Resolution
Type
Approval
Status
Voting Rights
Present
Attendance Rate
Excluding Major
Shareholders
and Affiliate Persons
Votes in Favor Votes Against
/Abstentions
Agenda 1 Approval of the 11th Financial Statements (Including Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements Ordinary Resolution Approved 5,263,298 24.6% 5,183,474 79,824
Agenda 2 Appointment of Directors
(Candidate for Inside Director : Jae-Hong Park)
Ordinary Resolution Approved 5,263,298 24.6% 5,240,737 22,561
Agenda 3 Appointment of an Outside Director as a Member of the Audit Committee (Candidate for Outside Director : Bum-Joon Kim) Ordinary Resolution Approved 2,273,632 28.4% 2,218,017 55,615
Agenda 4 Approval of Director Remuneration Limit Ordinary Resolution Approved 5,263,256 24.6% 4,575,220 688,036
Voter Turnout at 12th Extraordinary General Shareholders' Meeting (FY2024)
Agenda Item Meeting Purpose Resolution
Type
Approval
Status
Voting Rights
Present
Attendance Rate
Excluding Major
Shareholders
and Affiliate Persons
Votes in Favor Votes Against
/Abstentions
Agenda 1-1 Appointment of Inside Director
(Candidate: Jae-hun Jung)
Ordinary Resolution Approved 4,499,887 27.0% 3,908,418 591,469
Agenda 1-2 Appointment of Inside Director
(Candidate: Dae-woo Lee)
Ordinary Resolution Approved 4,499,887 27.0% 4,488,913 10,974
Voter Turnout at 11th Regular General Shareholders' Meeting (FY2023)
Agenda Item Meeting Purpose Resolution
Type
Approval
Status
Voting Rights
Present
Attendance Rate
Excluding Major
Shareholders
and Affiliate Persons
Votes in Favor Votes Against
/Abstentions
Agenda 1 Approval of the 11th Financial Statements
(Including Statement of Appropriation of Retained Earnings)
and Consolidated Financial Statements
Ordinary Resolution Approved 4,470,635 27.9% 4,429,946 40,689
Agenda 2 Partial Amendment to the Articles of Incorporation Special Resolution Approved 4,470,635 27.9% 4,469,893 742
Agenda 3-1 Appointment of Directors
(Candidate for Outside Director: Dong-chul Kim)
Ordinary Resolution Approved 4,470,635 27.9% 4,469,183 1,452
Agenda 3-2 Appointment of Directors
(Candidate for Outside Director: Byung-won Jang)
Ordinary Resolution Approved 4,470,635 27.9% 4,469,183 1,452
Agenda 4-1 Appointment of Audit Committee Member
(Candidate for Audit Committee Member: Dong-chul Kim)
Ordinary Resolution Approved 1,841,776 27.9% 1,840,324 1,452
Agenda 4-2 Appointment of Audit Committee Member
(Candidate for Audit Committee Member: Byung-won Jang)
Ordinary Resolution Approved 1,841,776 27.9% 1,840,324 1,452
Agenda 5 Approval of Director Remuneration Limit Ordinary Resolution Approved 4,470,635 27.9% 4,468,865 1,770
Guidelines on Exercising Shareholder Proposal
  • Shareholders' rights to make proposals enable shareholders to propose certain matters be raised as agenda items for a general meeting of shareholders to the company’s directors. (Article 363-2 of the Commercial Act)
  • Shareholder proposals can be made by shareholders holding a certain percentage of shares, and the required shareholding percentage can be organized collectively by multiple shareholders. (Article 363-2, Paragraph 1, Article 542-6, Paragraphs 2 and 9 of the Commercial Act)
  • How to Exercise Shareholder Proposal Rights

    1) Submission Deadline: At least six weeks prior to the date of the year corresponding to the date of the ordinary general meeting of shareholders of the preceding year

    2) Method: Written or electronic document
    ※ Address: Shareholders’ Meeting Manager, Business Planning Office, Dong-A ST, 64 Cheonho-daero, Dongdaemun-gu, Seoul
    E-mail: ir@donga.co.kr

    3) Qualification Requirements (choose one)

    1. Shareholders holding at least 3% of the total voting shares
    (Based on Article 363-2, Paragraph 1 of the Commercial Act)

    2. Shareholders holding at least 1% of the total voting shares continuously for 6 months or more
    (Based on Article 542-6, Paragraph 2 of the Commercial Act)

    ※ In determining the qualification of shareholder holdings, the period starts from the day before the date of claiming a shareholder proposal (either written or electronic) to now. - Required Documents: Certificate of actual shareholder status and transaction history issued by the Korea Securities Depository (support document)

  • Procedures

    Once a shareholder proposal is received, a legal review of the proposal and shareholder's qualifications is carried out to determine whether to raise the item at the general meeting of the shareholder, which will be informed to the shareholders in writing or electronically. When the proposal is included in the meeting agenda, the proposing shareholder will be given an opportunity to explain it at the shareholders' meeting.

  • ※ N.B: The company may reject proposals for the following reasons under the Enforcement Decree of the Commercial Act (Article 12):

    1) If a proposal is a repetition from a previous meeting (within 3 years) where it only garnered less than 10% of the votes in favor

    2) If the proposal concerns the personal grievances of the shareholder.

    3) If the proposal relates to minority shareholders’ rights requiring ownership of shares exceeding a certain percentage.

    4) If the proposal concerns the dismissal of an incumbent executive during their term.

    5) If the proposal is for matters the company cannot materialize or be motivated by false claims or defamation towards specific individuals.

Dong-A ST's Board of Directors is composed and operated as follows.
Composition
Inside Directors (Full-time)

As of March 31, 2025

Jae-hun Jeong
(Representative Director)

Appointment Date: August 8, 2024

President of Dong-A ST

Master’s in Pharmacy from Sungkyunkwan University

Term: 3 years
Jae-hong Park

Appointment Date: March 31, 2025

President of Dong-A ST

Harvard Medical School : Institute of
Proteomics Postdoctoral Fellow

Term: 3 years
Dae-woo Lee

Appointment Date: August 8, 2024

Director of Business Planning and Management of Dong-A ST

International Economy, Seoul National University

Term: 3 years
Outside Directors (Part-time)

As of March 31, 2025

Byung-won Jang
(Chairperson of the Board)

Appointment Date: March 26, 2024

Special Professor at Ajou University College of Pharmacy

Vice President of the Korea Pharmaceutical and Bio-Pharma Manufacturers Association

Term: 3 years
Hak-joon Kim

Appointment Date: March 28, 2023

CEO of Yeouido Administrative Firm

Master’s in Social Pharmacy from Sungkyunkwan University

Term: 3 years
Dong-chul Kim

Appointment Date: March 26, 2024

Managing Partner at Law Firm (LLC) Hyun

Member of the Seoul Private Investment Project Evaluation Committee

Term: 3 years
Bum-joon Kim

Appointment Date: March 31, 2025

Professor of Accounting at the Catholic University of Korea

Member of Statutory Interpretation Deliberation Committee, Financial Services Commission

Term: 3 years
Operations
BOD Activities in 2025

No. Date Agenda Recognition Name of the Directors
Jae-hoon Jung
(Attendance rate: 100%)
Jae-hong Park
(Attendance rate: 83.3%)
Dae-woo Lee
(Attendance rate: 100%)
Byung-won Jang
(Attendance rate: 100%)
Bum-joon Kim
(Attendance rate: 100%)
Hak-joon Kim
(Attendance rate: 100%)
Dong-chul Kim
(Attendance rate: 100%)
Agree/Disagree
1 2025.02.06 Approval of Separate Financial Statements and Annual Business Report for the 12th Term Approved Agree Agree Agree Agree Agree Agree Agree
Resolution on Prior Approval of a Director’s Self-Dealing Transaction Approved Attended Agree Attended Agree Agree Agree Agree
Report on the Results of the 2024 ISO37001 CEO review - Attended Attended Attended Attended Attended Attended Attended
2 2025.02.19 Approval of the Consolidated Financial Statements for the 12th Term Approved Agree Agree Agree Agree Agree Agree Agree
Determination of the Record Date for Dividends Approved Agree Agree Agree Agree Agree Agree Agree
Declaration of Stock Dividends Approved Agree Agree Agree Agree Agree Agree Agree
Report on 2024 Business Performance and 2025 Business Plan - Attended Attended Attended Attended Attended Attended Attended
Report on the Operation status of the Internal Accounting Management System by the CEO - Attended Attended Attended Attended Attended Attended Attended
3 2025.02.27 Convocation of the 12th Annual General Meeting of Shareholders Approved Agree Agree Agree Agree Agree Agree Agree
4 2025.03.06 Resolution on the Establishment of a Joint Venture Company in Japan Approved Agree Absence Agree Agree Agree Agree Agree
Resolution on Delegation to the CEO for Execution and Extension Approval of Loans in 2025 Approved Agree Absence Agree Agree Agree Agree Agree
Execution of New Bank loans Approved Agree Absence Agree Agree Agree Agree Agree
Report on the results of the 2024 Board of Directors' Evaluation - Attended Absence Attended Attended Attended Attended Attended
Report on the Operation of the 2024 Sub-Committee under the Board of Directors - Attended Absence Attended Attended Attended Attended Attended
Evaluation Report on the Operation of the Internal Accounting Management System by the Audit Committee - Attended Absence Attended Attended Attended Attended Attended
5 2025.04.22 Resolution on the Composition of Board Committees Approved Agree Agree Agree Agree Agree Agree Agree
Report of 1Q 2025 Business Performances - Attended Attended Attended Attended Attended Attended Attended
Report on Safety and Health Management for 2024 and 2025 - Attended Attended Attended Attended Attended Attended Attended
Report on R&D Status of Dong-A ST - Attended Attended Attended Attended Attended Attended Attended
6 2025.05.08 Participation in Capital Increase of MetaVia, Inc. Approved Agree Agree Agree Agree Agree Agree Agree
BOD Activities in 2024

2024년 5월 8일 기준

No. Date Agenda Recognition Name of the Directors
Hee-ju Choi
(Attendance rate: 100%)
Jae-sang Ryu
(Attendance rate: 100%)
Hak-joon Kim
(Attendance rate: 100%)
Bum-joon Kim
(Attendance rate: 100%)
Min-young Kim
(Attendance rate: 100%)
Jae-hong Park
(Attendance rate: 75%)
Jae-hoon Jung
(Attendance rate: 62.5%)
Byung-won Jang
(Attendance rate: 100%)
Dong-chul Kim
(Attendance rate: 100%)
Dae-woo Lee
(Attendance rate: 100%)
Agree/Disagree
1 2024.02.07 Separate Financial Statements and Business Report Approved Agree Agree Agree Agree Agree Agree Absent - - -
Transaction Limits of
Affiliate Person
Approved Agree Agree Agree Agree Agree Attended Absent - - -
Unsecured Public Issues Approved Agree Agree Agree Agree Agree Agree Absent - - -
Appointment of Self
-Compliance Officer
Approved Agree Agree Agree Agree Agree Agree Absent - - -
ISO370041 CEO Review 2023 - Agree Agree Agree Agree Agree Agree Absent - - -
2 2024.02.23 Approval of Consolidated
Financial Statements for 11th BD
Approved Agree Agree Agree Agree Agree Agree Absent - - -
Convening of Regular General
Shareholders' Meeting
Approved Agree Agree Agree Agree Agree Agree Absent - - -
Report on Business
Performance 2023
- Attended Attended Attended Attended Attended Attended Absent - - -
Report on Current Internal
Accounting Management
System by Representative Director
- Attended Attended Attended Attended Attended Attended Absent - - -
3 2024.03.07 Acquisition of Ecowin Approved Agree Agree Agree Agree Agree Absent Agree - - -
Participation in AbTis
recapitalization
Approved Agree Agree Agree Agree Agree Absent Agree - - -
Representative Director
Dlegated for Execution,
Extension, and Refinancing of Bank Loans
Approved Agree Agree Agree Agree Agree Absent Agree - - -
Board Committee
operations in 2023
- Attended Attended Attended Attended Attended Absent Attended - - -
Evaluation Report by Audit
Committee on Internal
Accounting System
- Attended Attended Attended Attended Attended Absent Attended - - -
4 2024.04.24 Appointment of Board
Chairperson
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Formation of Board
Committees
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Approval of Payment
Guarantee for Dong-A
CHAMMED
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Investment and Joint
Development in Idience
Co., Ltd
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Approval of Environmental
Goals for the Year 2024
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Report on Q1 Business
Performance
- - - Attended Attended Attended Attended Attended Attended Attended -
Report on Evaluation of
the Board of FY 2023
- - - Attended Attended Attended Attended Attended Attended Attended -
Report on ESG Materiality
Assessment and ESG
Operation Plan
- - - Attended Attended Attended Attended Attended Attended Attended -
Report on Health and Safety
Management for the Years
2023-2024
- - - Attended Attended Attended Attended Attended Attended Attended -
5 2024.06.14 Follow-ups for Execution,
Extension, and Refinancing
of Bank Loans of 2Q 2024
- - - Attended Attended Attended Attended Attended Attended Attended -
Execution of a Fresh Bank
Loan
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Investment in NeuroBo
Pharmaceuticals
Approved - - Agree Agree Agree Agree Agree Agree Agree -
6 2024.06.28 Follow-ups for Recapitalization
for NeuroBo Pharmaceuticals
- - - Attended Attended Attended Attended Attended Attended Attended -
Acquisition of Stocks of
Major Shareholders of
Dong-A CHAMMED
Approved - - Agree Agree Agree Agree Agree Agree Agree -
Convening of 12th Extraordinary Meeting of Shareholders Approved - - Agree Agree Agree Agree Agree Agree Agree -
Determination of Base Record Date of the Extraordinary
Meeting of hareholder
Approved - - Agree Agree Agree Agree Agree Agree Agree -
7 2024.07.24 Establishment of ESG
Committee and Its Provisions
Approved - - Agree Agree Agree Agree Absence Agree Agree -
Amendment of BOD
Provisions
Approved - - Agree Agree Agree Agree Absence Agree Agree -
Report on Q2 Business
Performance
- - - Attended Attended Attended Attended Absence Attended Attended -
8 2024.08.08 Appointment of Represen
tative Director
Approved - - Agree Agree - Absence Agree Agree Agree Agree
Formation of Board
Committees
Approved - - Agree Agree - Absence Agree Agree Agree Agree
Appointment of Self-
Compliance Officer
Approved - - Agree Agree - Absence Agree Agree Agree Agree
Prior Approval of Board
Member's Involvement in
Competitive Business
Approved - - Agree Agree - Absence Agree Agree Agree Agree
9 2024.09.03 Approval of Asset Contribution for the Establishment of a Foundation Approved - - Agree Agree - Agree Agree Agree Agree Agree
10 2024.09.27 Resolution on Prior Approval of a Director’s Self-Dealing Transaction Approved - - Agree Agree - Agree Attended Agree Agree Agree
11 2024.10.30 Report of 3Q 2024 Business Performances - - - Attended Attended - Attended Attended Attended Attended Attended
Follow-up Report on Execution and Extension/Refinancing of loans for 3Q 2024 - - - Attended Attended - Attended Attended Attended Attended Attended
12 2024.12.11 Appointment of Compliance Manager Approved - - Agree Agree - Agree Agree Agree Agree Agree
Extension of Maturity for Credit Line Loan Approved - - Agree Agree - Agree Agree Agree Agree Agree
Conclusion of Joint Research Agreement Approved - - Agree Agree - Agree Agree Agree Agree Agree
Proposal for Amendment of Internal Accounting Control Regulations Approved - - Agree Agree - Agree Agree Agree Agree Agree
Follow-up Report on Execution and Extension/Refinancing of loans for 4Q 2024 - - - Attended Attended - Attended Attended Attended Attended Attended
13 2024.12.20 Resolution on Prior Approval of a Director’s Self-Dealing Transaction Approved - - Agree Agree - Agree Attended Agree Agree Agree
BOD Activities in 2023

2023년 3월 31일 기준

Mee
ting
No.
Date Agenda Approval Status Name of the Directors
Hee-ju Choi
(Attendance: 87.5%)
Jae-sang Ryu
(Attendance: 100%)
Hak-joon Kim
(Attendance: 100%)
Bum-joon Kim
(Attendance: 93.8%)
Min-young Kim
(Attendance: 100%)
Jae-hong Park
(Attendance: 87.5%)
Sung-geun Lee
(Attendance: 100%)
Jae-hoon Jeong
(Attendance: 75.0%)
Voting Results
1 January 20, 2023 Extension of Loans Approved Agree Agree Agree Agree Agree Agree Agree -
2 January 26, 2023 Acquisition of Treasury
Shares
Approved Agree Agree Agree Agree Agree Agree Agree -
3 February 10, 2023 Approval of Financial
Statements for 10th BD
Approved Absent Agree Agree Agree Agree Absent Agree -
Participation in Dong-A CHAMMED Recapitalization Approved Absent Agree Agree Agree Agree Absent Agree -
Approval of Transaction
Limit for Affiliate Persons
Approved Absent Agree Agree Agree Agree Absent Agree -
4 February 24, 2023 Report on Business
Performance 2022 and
Management Plans 2023
- Agree Agree Agree Agree Agree Agree Agree -
Approval of 10th Financial
Statements
Approved Agree Agree Agree Agree Agree Agree Agree -
Convening of 10th
Shareholders’ Meeting
Approved Agree Agree Agree Agree Agree Agree Agree -
Approval of Payment
Guarantee for Dong-A
CHAMMED
Approved Agree Agree Agree Agree Agree Agree Agree -
Report on Internal Accounting
System Operations by
Representative Director
- Attended Attended Attended Attended Attended Attended Attended -
Report on Health and Safety
Management Plan for the
Year 2023
- Attended Attended Attended Attended Attended Attended Attended -
Amendment of BOD
Provisions
Approved Attended Attended Attended Attended Attended Attended Attended -
Report on ISO37001 CEO
Review for the Year 2022
- Attended Attended Attended Attended Attended Attended Attended -
Report on ESG Materiality
Assessment and Operation
Plans
- Attended Attended Attended Attended Attended Attended Attended -
5 March 9, 2023 Evaluation Report by Audit
Committee on Internal
Accounting System
- Attended Attended Attended Attended Attended Attended Attended -
6 March 15, 2023 Execution of a Fresh Loan Approved Agree Agree Agree Agree Agree Agree Agree -
7 April 11, 2023 Approval of Issuance of
11th Unsecured Bond Public
Offering
Approved Agree Agree Agree Agree Agree Agree - Agree
8 April 26, 2023 Acquisition of Treasury
Shares
Approved Agree Agree Agree Agree Agree Agree - Agree
Formation of Board
Committees
Approved Agree Agree Agree Agree Agree Agree - Agree
Amendment of Audit
Committee Provisions
Approved Agree Agree Agree Agree Agree Agree - Agree
Appointment of Managers Approved Agree Agree Agree Agree Agree Agree - Agree
Report on Q1 Business
Performance for the Year 2023
- Attended Attended Attended Attended Attended Attended - Attended
Report on Environmental
Management for the Years
2022-2023
- Attended Attended Attended Attended Attended Attended - Attended
9 2023.05.08 Approval of Credit Extension Approved Agree Agree Agree Agree Agree Agree - Agree
Approval of Credit Refinancing Approved Agree Agree Agree Agree Agree Agree - Agree
10 May 26, 2023 Approval of Existing
Credit Refinancing
Approved Agree Agree Agree Agree Agree Agree - Agree
11 July 17, 2023 Signing of Line of Credit
Agreement
Approved Agree Agree Agree Agree Agree Agree - Agree
12 July 26, 2023 Acquisition of Treasury
Shares
Approved Absent Agree Agree Absent Agree Agree - Agree
Establishment of Rules for
CEO Succession
Approved Absent Agree Agree Absent Agree Agree - Agree
Report on Q2 Business
Performance for the Year
2023
- Absent Attended Attended Absent Attended Attended - Attended
Report on R&D Activities - Absent Attended Attended Absent Attended Attended - Attended
13 September 26, 2023 Approval of Payment
Guarantee for Dong-A
CHAMMED
Approved Agree Agree Agree Agree Agree Absent - Absent
14 October 25, 2023 Appointment of Compliance
Officer
Approved Agree Agree Agree Agree Agree Absent - Absent
Establishment of Compliance
Control Standards
Approved Agree Agree Agree Agree Agree Absent - Absent
Appointment of Executives Approved Agree Agree Agree Agree Agree Absent - Absent
Report on Q3 Business
Performance for the Year
2023
- Attended Attended Attended Attended Attended Absent - Absent
Acquisition of Treasury
Shares
- Attended Attended Attended Attended Attended Absent - Absent
15 2023.12.08 Decision on Stock Dividend Approved Agree Agree Agree Agree Agree Agree - Absent
Determination of Dividends
Record Date
Approved Agree Agree Agree Agree Agree Agree - Absent
16 December 19, 2023 Decision on Acquisition of
Existing Shares in AbTis
Approved Agree Agree Agree Agree Agree Agree - Absent
Decision on Acquisition of
New Shares in AbTis
Approved Agree Agree Agree Agree Agree Agree - Absent
2022년 이사회 운영현황
회차 개최일자 의안내용회차 가결
여부
이사의 성명
최희주
(출석률 100%)
류재상
(출석률 100%)
김학준
(출석률 100%)
김범준
(출석률 100%)
김민영
(출석률 100%)
박재홍
(출석률 100%)
이성근
(출석률 100%)
김근수
(출석률 100%)
엄대식
(출석률 100%)
한종헌
(출석률 83.3%)
찬반여부
1 2022.01.07 여신 연장 승인의 건 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
2 2022.01.21 여신 연장 승인의 건 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
3 2022.02.11 제9기 결산서류 승인의 건(별도) 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
4 2022.02.18 대표이사의 내부회계관리제도
운영실태 보고의 건
가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
5 2022.02.25 2021년 경영실적 및
2022년 경영계획 보고의 건
- 참석 참석 참석 - - - 참석 참석 참석 불참
제9기 결산서류 승인의 건(연결) - 참석 참석 참석 - - - 참석 참석 참석 불참
감사위원회의 내부회계관리제도
운영실태 평가 보고의 건
- 참석 참석 참석 - - - 참석 참석 참석 불참
2021년 ISO37001 최고 경영자
검토 결과 보고의 건
- 참석 참석 참석 - - - 참석 참석 참석 불참
2021년 ESG평가 내용 및
운영현황 보고의 건
- 참석 참석 참석 - - - 참석 참석 참석 불참
제9기 정기주주총회 소집의 건 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 불참
특수관계자와의 거래 규모
사전 승인의 건
가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 불참
6 2022.03.21 사모사채 발행의 건 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
신규 차입의 건 가결 찬성 찬성 찬성 - - - 찬성 찬성 찬성 찬성
7 2022.03.28 대표이사 선임의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
이사회 내 위원회 구성의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
8 2022.04.27 2022년 1분기 경영실적
보고의 건
- 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
9 2022.05.09 여신 연장 승인의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
사모사채 발행의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
한도대출 약정의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
10 2022.07.27 기업지배구조헌장 제정의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
동아제약 대구캠퍼스 자산 인수의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
2022년 2분기 경영실적 보고의 건 - 참석 참석 참석 참석 참석 참석 참석 - - -
2022년 안전보건관리 계획 보고의 건 - 참석 참석 참석 참석 참석 참석 참석 - - -
11 2022.09.14 타법인 주식 취득의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
12 2022.10.26 진단사업부 현물출자의 건 가결 찬성 찬성 찬성 찬성 찬성 참석 찬성 - - -
자기주식 취득의 건 가결 찬성 찬성 찬성 찬성 찬성 불참 찬성 - - -
주차장 부지 개발의 건 가결 찬성 찬성 찬성 찬성 찬성 불참 찬성 - - -
2022년 3분기 경영실적 보고의 건 - 참석 참석 참석 참석 참석 불참 참석 - - -
13 2022.12.21 주식배당 결정의 건 가결 찬성 찬성 찬성 찬성 찬성 찬성 찬성 - - -
Overview of Dong-A ST’s Board Committees
Committees
Committees in the Board of Directors

As of Aug. 8, 2024

Committee Member Object and Authority
Evaluation & Compensation Committee 3 Outside Directors

Object : To secure transparency and be objective in deciding compensation for management

Authority : To review processes of evaluating performance of the management, compensation plan, and execution

Committee for Recommending Candidates for Outside Director 1 Inside Director
2 Outside Directors

Object : To ensure fairness and independence in the process of recommending candidates for outside director

Authority : To Recommend candidates for outside director

Audit Committee 3 Outside Directors

Object : To strengthen independency and specialty of audit organization

Authority : To appoint director, auditor of subsidiaries, outside auditor

ESG Committee 1 Inside Director
4 Outside Directors

Object : Board-level decision-making from an ESG perspective and the pursuit of sustainable management

Authority : Decisions regarding the establishment of ESG-related strategies, policies, goals, and guidelines, as well as the management and supervision of internal transactions with affiliated companies, major shareholders, and related parties.

Committees in the Board of Directors

As of Mar. 31, 2025

Name of Director Audit Committee Committee for Recommending
Candidates for Outside Director
Evaluation & Compensation Committee ESG Committee
Jae-Hun Jung - - -
Jae-Hong Park - - - -
Dae-Woo Lee - - -
Bum-Joon Kim
(Chairman)
-
(Chairman)
Hak-Joon Kim -
(Chairman)
Dong-Chul Kim -
(Chairman)
Byung-Won Jang
(Chairman)
-
Committee for Recommending Candidates for Outside Director Operation

As of Mar. 31, 2025

Date Agenda Recognition Member of the Committee
Hak-
Joon
Kim
(Attendance : 100%)
Hee-
Joo
Choi
(Attendance : 100%)
Min-
Young
Kim
(Attendance : 100%)
Jae-
Hun
Jung
(Attendance : 100%)
Byung-
Won
Jang
(Attendance : 100%)
Agree/Disagree
2024.02.23 Designation of the Chairperson of
Committee for Recommending
Candidates for Outside Director Operation
Approved Agree Agree Agree - -
Recommendation of candidates outside
directors for the 11th Annual General meeting of Shareholders
Approved Agree Agree Agree - -
2025.02.27 Report on the Management of the Outside Director Candidate Pool for Dong-A ST - Attended - - Attended Attended
Recommendation of candidates outside
directors for the 12th Annual General meeting of Shareholders
Approved Agree - - Agree Agree
Evaluation & Compensation Committee Operation

As of Mar. 31, 2025

Date Agenda Recognition Member of the Committee
Jae-
Sang
Ryu
(Attendance 100%)
Dong-
Chul
Kim
(Attendance 100%)
Hak-
Joon
Kim
(Attendance 100%)
Bum-
Joon
Kim
(Attendance 100%)
Agree/Disagree
2024.02.23 Approval of the company’s performance evaluation
and compensation for 2023
Approved Agree Agree Agree -
Approval of the company’s performance evaluation
plan and compensation plan for 2024
Approved Agree Agree Agree -
2025.02.17 Designation of the Chairman of Committee for
Evaluation & Compensation Committee Operation
Approved - Agree Agree Agree
Approval of the company’s performance evaluation
and compensation for 2024
Approved - Agree Agree Agree
2025.03.06 Approval of the company’s performance evaluation
plan and compensation plan for 2025
Approved - Agree Agree Agree
ESG Committee Operation

As of May. 31, 2025

Date Agenda Recognition Member of the Committee
Bum-Joon Kim
(Attendance 100%)
Hak-Joon Kim
(Attendance 100%)
Byung-Won Jang
(Attendance 100%)
Dong-Chul Kim
(Attendance 100%)
Dae-Woo Lee
(Attendance 100%)
Agree/Disagree
2024.08.28 Appointment of the Chairman of the ESG Committee Approved Agree Agree Agree Agree Agree
Conclusion of Exclusive Sales Agreement with Ecowin Approved Agree Agree Agree Agree Agree
Approval and Reporting of Transaction Limits with Related Parties Approved Agree Agree Agree Agree Agree
Report on ESG Management Operations for the First Half of 2024 - Attended Attended Attended Attended Attended
Report on ESG Management Operation Plan for the Second Half of 2024 - Attended Attended Attended Attended Attended
2024.12.11 Approval of the Publication Plan for the Sustainability Report Approved Agree Agree Agree Agree Agree
Approval of the Materiality Assessment Plan for 2024 Approved Agree Agree Agree Agree Agree
Report on the ESG Evaluation Status for 2024 - Attended Attended Attended Attended Attended
2025.02.06 Prior Approval of Internal Transactions for 2025 Approved Agree Agree Agree Agree Agree
Report on Internal Transaction Results for 2024 - Attended Attended Attended Attended Attended
Report on the Results of the Materiality Assessment for 2024 - Attended Attended Attended Attended Attended
2025.03.06 Approval of the ESG Management Plan for 2025 Approved Agree Agree Agree Agree Agree
Report on ESG Management Performance for 2024 - Attended Attended Attended Attended Attended
Interim Report on the 2024 Sustainability Management Report - Attended Attended Attended Attended Attended
2025.05.28 Appointment of the Chairman of the ESG Committee Approved Agree Agree Agree Agree Agree
Approval of the FY2024 Corporate Governance Report Approved Agree Agree Agree Agree Agree
Audit Committee Operation

※ Refer to Audit Organization

Overview of Dong-A ST
Audit Organization
Audit Organization
Audit Committee

As of Mar 31, 2025

Category Name Appointed on Term Careers
Audit Committee member
(chairman)
Bum-Joon Kim March 31, 2025 3 years Professor, The Catholic University of Korea
Member, Statutory Interpretation and
Deliberation Committee, Financial Services
Commission
Audit Committee member Byung-Won Jang March 26, 2024 3 years Adjunct Professor, Ajou University College of Pharmacy
Vice President, Korea Pharmaceutical and Bio-Pharma Manufacturers Association
Audit Committee member Dong-Chul Kim March 26, 2024 3 years Managing Partner Attorney, Law firm HYUN Ltd.
Member, Seoul City Private Investment Evaluation Committee
2025 Audit Committee Operation

As of May. 31, 2025

Date Agenda Recognition Member of the Committee
Bum-
Joon
Kim
(Attendance : 100%)
Byung-
Won
Jang
(Attendance : 100%)
Dong-
Chul
Kim
(Attendance : 100%)
Agree/Disagree
2025.01.20 Approval of the Proposed Amendment to the Documentation Related to the Appointment of the External Auditor Approved Agree Agree Agree
Appointment of External Auditor Approved Agree Agree Agree
2025.02.19 Report on the Operational Status of the Internal Accounting Management System for 2024 - Attended Attended Attended
Report on the Operational Status of Internal Audit Controls for 2024 - Attended Attended Attended
2025.03.06 Approval of the Evaluation Report on the Operational Status of the Internal Accounting Management System for 2024 Approved Agree Agree Agree
Approval of the Evaluation Opinion on Internal Audit Controls for 2024 Approved Agree Agree Agree
Approval of the Audit Report by the Audit Committee for 2024 Approved Agree Agree Agree
Confirmation of Agenda Items and Document Review Opinions for the 12th Annual General Meeting of Shareholders Approved Agree Agree Agree
2025.05.08 Appointment of the Chairman of the Audit Committee Approved Agree Agree Agree
Approval of the Post-Evaluation of the External Auditor for 2024 Approved Agree Agree Agree
Approval of the Financial Statements for 1Q 2025 Approved Agree Agree Agree
2025.05.28 Report on the results of the 2025 Internal Accounting manager qualification assessment - Attended Attended Attended
Report on the plan of Internal Accounting Management System for 2025 - Attended Attended Attended
* 주1) 최희주 사외이사, 류재상 사외이사가 2024.03.25 임기만료로 퇴임하였습니다.
   주2) 장병원 사외이사, 김동철 사외이사가 2024.03.26 정기주주총회에서 감사위원회 위원으로 선임되었습니다.
2024 Audit Committee Operation

As of Dec. 31, 2024

Date Agenda Recognition Member of the Committee
Bum-
Joon
Kim
(Attendance : 100%)
Hee-
Joo
Choi
(Attendance : 100%)
Jae-
Sang
Ryu
(Attendance : 100%)
Byung-
Won
Jang
(Attendance : 100%)
Dong-
Chul
Kim
(Attendance : 100%)
Agree/Disagree
2024.02.23 FY2023 Report on operational status of the Internal Accounting Control system Reported Attended Attended Attended - -
FY2023 Report on the operational status of the internal Monitoring system Reported Attended Attended Attended - -
2024.03.07 Approval of Evaluation Report on the operational status of the Internal Accounting Control System Approved Agree Agree Agree - -
Approval of Evaluation Report on the operational status of the Internal Monitoring System Approved Agree Agree Agree - -
Report of 2023 2nd half internal audit results and operation status of the internal complaint system Reported Attended Attended Attended - -
Approval of 2024 annual internal audit plan Approved Agree Agree Agree - -
2024.03.14 Approval of audit report Approved Agree Agree Agree - -
Approval of the document investigation on 11th annual meeting of shareholders Approved Agree Agree Agree - -
2024.05.09 Approval of post evaluation by external auditor in FY2023 Approved Agree - - Agree Agree
Report on the results of the Internal Accounting Control System manager qualification evaluation Reported Attended - - Attended Attended
Approval of 2024 1Q Settlement of Accounts Approved Agree - - Agree Agree
Report on the plan of Internal Accounting Control System for 2024 Reported Attended - - Attended Attended
2024.08.06 FY2024 Approval of the Review Opinion on the Agenda and Documents for the Extraordinary Shareholders’ Meeting Approved Agree - - Agree Agree
2024.08.08 Approval of 2024 2Q Settlement of Accounts Approved Agree - - Agree Agree
FY2024 Report on internal Accounting Control System Design effectiveness Reported Attended - - Attended Attended
Report on the results of the internal audit for the first half of 2024 Reported Attended - - Attended Attended
2024.11.07 Approval of the Financial Statements for 3Q 2024 Approved Agree - - Agree Agree
Conclusion of Non-Audit Service Contract with External Auditor Approved Agree - - Agree Agree
Consent for the Appointment and Dismissal of the Head of the Internal Audit Department Approved Agree - - Agree Agree
Report on the 2024 First Half Evaluation of the Internal Accounting Management System - Attended - - Attended Attended
2024.12.11 Amendment of the Internal Accounting Management Regulations Approved Agree - - Agree Agree
Report on the Results of the Internal Audit and Operation Status of the Whistleblower System for the Second Half of 2024 - Attended - - Attended Attended
Approval of the Annual Internal Audit Plan for 2025 Approved Agree - - Agree Agree
* 주1) 최희주 사외이사, 류재상 사외이사가 2024.03.25 임기만료로 퇴임하였습니다.
   주2) 장병원 사외이사, 김동철 사외이사가 2024.03.26 정기주주총회에서 감사위원회 위원으로 선임되었습니다.
2023년 감사위원회 운영현황
회차 개최일자 의안내용 가결
여부
감사위원의 성명
김범준
(출석률 : 100%)
최희주
(출석률 : 100%)
류재상
(출석률 : 100%)
찬반여부
1 2023.02.24 내부회계관리자 임명 동의의 건 가결 찬성 찬성 찬성
FY2022 대표이사의 내부회계관리제도 운영실태 보고의 건 - 참석 참석 참석
FY2022 내부감시장치 운영현황 보고의 건 - 참석 참석 참석
FY2022 하반기 내부감사 결과 보고의 건 - 참석 참석 참석
FY2022 내부고발제도 운영 현황 보고의 건 - 참석 참석 참석
FY2023 내부감사 연간 계획 승인의 건 가결 찬성 찬성 찬성
2 2023.03.09 FY2022 내부회계관리제도 운영실태 평가보고서 승인의 건 가결 찬성 찬성 찬성
FY2022내부감시장치에 대한 평가의견서 승인의 건 가결 찬성 찬성 찬성
3 2023.03.17 FY2022 감사보고서 승인의 건 가결 찬성 찬성 찬성
제10기 정기주총 의안 및 서류 조사의견 확정의 건 가결 찬성 찬성 찬성
4 2023.05.11 FY2023 1분기 결산 승인의 건 가결 찬성 찬성 찬성
FY2022 외부감사인 사후평가 승인의 건 가결 찬성 찬성 찬성
FY2023 내부회계관리 계획 보고 - 참석 참석 참석
5 2023.08.10 FY2023 2분기 결산 승인의 건 가결 찬성 찬성 찬성
FY2023 상반기 내부감사 보고의 건 - 참석 참석 참석
6 2023.11.09 FY2023 3 분기 결산 승인의 건 가결 찬성 찬성 찬성
FY2023  상반기 내부회계관리 운영평가 보고의 건 - 참석 참석 참석
7 2023.12.19 외부감사인 용역 체결의 건 가결 찬성 찬성 찬성
2022년 감사위원회 운영현황
회차 개최일자 의안내용 가결
여부
감사위원의 성명
김범준
(출석률 100%)
최희주
(출석률 100%)
류재상
(출석률 100%)
김근수
(출석률 100%)
찬반여부
1 2022.01.28 FY2020년 외부감사인 사후평가 승인의 건 가결 - 찬성 찬성 찬성
외부감사인 선정의 건 가결 - 찬성 찬성 찬성
2 2022.01.28 대표이사의 내부회계관리제도 운영실태 보고의 건 - - 참석 참석 참석
내부감시장치 운영현황 보고의 건 - - 참석 참석 참석
3 2022.02.25 내부회계관리제도 운영실태 평가보고서 승인의 건 가결 - 찬성 찬성 찬성
내부감시장치에 대한 평가의견서 승인의 건 가결 - 찬성 찬성 찬성
2021년 하반기 내부감사 보고의 건 - - 참석 참석 참석
2022년 상반기 내부감사 계획 승인의 건 가결 - 찬성 찬성 찬성
4 2022.03.21 감사보고서 승인의 건 가결 - 찬성 찬성 찬성
제9기 정기주주총회 의안 및 서류 조사의견 확정의 건 가결 - 찬성 찬성 찬성
5 2022.03.28 감사위원회 위원장 선임의 건 가결 찬성 찬성 찬성 -
6 2022.05.12 2022년 1분기 결산 승인의 건 가결 찬성 찬성 찬성 -
2022년 내부회계관리 계획 보고 - 참석 참석 참석 -
7 2022.08.11 2022년 2분기 결산 승인의 건 가결 찬성 찬성 찬성 -
FY2021년 외부감사인 사후평가 승인의 건 가결 찬성 찬성 찬성 -
2022년 상반기 내부감사결과 보고의 건 - 참석 참석 참석 -
2022년 하반기 감사계획 승인의 건 가결 찬성 찬성 찬성 -
8 2022.11.10 2022년 3분기 결산 승인의 건 가결 찬성 찬성 찬성 -
보유세 조세불복 용역계약 체결의 건 가결 찬성 찬성 찬성 -
2022년 내부회계관리자 적격성 평가 결과 보고의 건 - 참석 참석 참석 -
내부회계관리자 승계 계획(안) 가결 찬성 찬성 찬성 -
2022년 상반기 내부회계관리제도 운영실태 보고의 건 - 참석 참석 참석 -
External Auditor
External Auditor Date of appointment Term Note
Samil PwC 2025.02.03 3 fiscal year
(FY2025~FY2027)
Reappointment
Audit Opinion Summary
Fiscal Year External Auditor Audit Opinion Note
FY2024 Samil PwC Unqualified -
FY2023 Samil PwC Unqualified -
FY2022 Samil PwC Unqualified -
Overview of Dong-A ST
Corporate Group and Affiliates
Dong-A Socio Group

As of Dec. 31, 2024

Listed

Dong-A Socio Holdings
Holding Company of Dong-A Socio Group
Dong-A ST
Manufacture of ETC drugs, overseas business, and medical equipment and diagnostics
ST Pharm
Manufacture of APIs (Active Pharmaceutical Ingredients)
MetaVia, Inc.
Overseas Subsidiary for New Drug Development

Unlisted

Dong-A Pharmaceuticals
Manufacture of OTC drugs, quasi-drugs including Bacchus and consumer healthcare products
STGEN BIO
Manufacture and developer of bio-pharmaceuticals
Soo Seok
Manufacture of bottle glass and PET
Yongma Logis
Logistic and storage service provider
DA Information
Provider of IT Solution
Indus Park
Developer of industrial real estates
Aben E&C
Construction
Dong-A Otsuka
Manufacture of food and beverage products
DONGCHEONSU
Manufacture of bottled water
AbTis
R&D for ADC medicines
Yongin-Giheung PFV
Real Estate Investment and Developments
Pinotline
Liquor wholesale and Retail
EcoWin
Production and sale of Biopesticides
EOLSU Co., Ltd, agricultural corporation
Cultivation, sales and distribution of agricultural products
DS Frontier Co., Ltd.
Acquisition and management of other companies
Dong-A Chammed
Production and sales of medical equipments
Neon Global co. Ltd.
Sale and supply of functional health drinks
Dong-A America Corp.
Production and sale of Bacchus and OTC drugs in North America
Suzhou Dong-A Beverage
Production and sales of drinks
Dong-A Brasil
Farmaceutica Ltda
의약품 판매
J Box co., Limited
Sales and supply of functional health drinks
Scion Global co., Limited
Sales and supply of functional health drinks
STP America research Corp
Pharmaceutical research and development
CHAMMED(TIANJIN)
COMMERCIAL., LTD.
Medical device sales
Anapath Research
Pharmaceutical research and development
Anapath Service
R&D for medicine
Levatio Therapeutics, LLC.
Pharmaceutical research and development
Dong-A ST India Pvt.
Pharmaceutical sales
Vernagen
Pharmaceutical research and development
Holdings Company
Healthcare
Biopesticide
F/B
Logistics
Packaging
Engineering
IT
Plant
Global