SOOP ESG2024

To meet stakeholder expectations in a rapidly changing media landscape, SOOP has established a professional, diverse and independent Board of Directors. Governance is a key foundation for SOOP's long-term growth and global competitiveness, and we are building a flexible governance structure to enhance transparency and maximize shareholder value by further strengthening the ESG Committee and Audit Committee in 2025.

Board Independence, Expertise, and Diversity

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  Independence

  • Verification of the independence of existing and candidate outside directors by establishing the company’s own independence criteria that conforms with global standards.
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  Expertise

  • Evaluation of various expertise, such as understanding of their duties as outside directors, leadership, global experience, risk management, strategy and ESG.
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  Diversity

  • Prevention of discrimination based on nationality, place of origin, race, religion, cultural background, etc., and secure the diversity essential in the digital transformation era.

Board Committees

ESG Committee

For the strategic execution of sustainability management and systematic management of ESG governance, SOOP has established and operates a ESG Committee under the Board of Directors. The ESG Committee is a specialized committee of the Board of Directors, established to promote sustainable management and enhance corporate value. It serves as the highest decision-making body for ESG matters, deliberating on key issues and overseeing the formulation and implementation of related strategies. Its key responsibilities include reviewing the results of ESG materiality assessments and key report findings, evaluating ESG strategies and their implementation performance and establishing governance-related guidelines such as the Board of Directors Diversity Guidelines and Outside Director Independence Guidelines. In 2024, the ESG Committee held two meetings to not only deliberate and decide on the main issues in the 2023 ESG Report, but also to establish an institutional foundation based on the Board’s governance principles. In 2025, the new CEO, Mr. Choi Young Woo, has been appointed as the chair of the ESG Committee, and his experience in establishing ESG strategies in the global media and content industry will further strengthen the effectiveness and accountability of our ESG framework.

Audit Committee

To enhance transparency and accountability in corporate governance, SOOP established an Audit Committee at the 28th annual general meeting of shareholders in 2024. The Audit Committee is organized in accordance with the Korean Commercial Code and the company’s Articles of Incorporation and consists of outside directors Jung Jae Min, Lim Soo Yeun, and non-executive director Kim Sung Woo. In March 2025, an additional outside director, Sun-Hee Kim, joined the committee. As a result, the Audit Committee now exceeds the legal requirement that at least one of its members be an expert in accounting or finance. The Audit Committee performs core audit tasks such as reviewing financial statements, enhancing the reliability of disclosures and preventing corruption and fraud, and is supported by a total of 23 working personnel from the Finance Team and Planning Team.

Composition of Audit Committee

Teams Supporting the Audit Committee

The remuneration of directors of SOOP, including the CEO, is determined by the board based on their positions, duties and management performances, within the maximum cap approved by the annual general meeting of shareholders. A inside director’s remuneration consists of a fixed salary and a performance-linked bonus. The fixed salary for directors is calculated based on their positions, standard increase rate for 2024, contributions to the company and salary levels in the same industry. Bonuses are paid in the form of regular bonuses or special bonuses, where regular bonuses are paid in consideration of management performance up to the limit of 200% of the base amount of annual salary. Other incomes and additional benefits are paid in accordance with the Benefits Regulations. SOOP does not pay any additional compensation to outside directors, such as performance bonuses or stock options, other than their base compensation. For purposes of transparent disclosure, SOOP discloses individual compensations in the business report for directors and statutory auditor whose annual remuneration exceeds KRW 500 million.

Equity and Capital Structure

Shareholder Return Policy

SOOP not only maintains sound financial health by effectively managing surplus funds based on stable cash flow but also strives to increase shareholder value through conducting share buybacks and dividends. In February 2024, SOOP announced a three-year shareholder return policy for the years 2023 to 2025. The balanced policy is grounded on transparency, specificity, predictability and consistency, and commits to returning at least 10% of the two-year average consolidated free cash flow (FCF) to shareholders. In 2024, total dividends amounted to approximately KRW 15.9 billion, with a cash dividend per share of KRW 1,500 as of December 31, 2024. The dividend was finalized on February 12, 2025, after the shareholders' meeting. Going forward, SOOP will continue to prioritize shareholder value and focus on strengthening corporate value, and will continue to pay dividends based on net income growth and cash flow availability for future investments.

Dividend Payout