KT's board of directors has revised its ethics code to block outside directors from exercising excessive influence.
KT said on May 14 that the board updated mandate contracts for outside directors. It said the move is part of improving board systems to strengthen the independence and ethics of outside directors.
KT's board added a new provision to the outside director ethics code stating that outside directors do not exercise influence that undermines fairness or independence in relation to the company's personnel, business and investments.
The revised outside director mandate contract specifies that outside directors must comply with relevant rules, including laws, the articles of association, the corporate governance charter and the outside director ethics code.
It also includes provisions allowing measures through a board resolution if an outside director is found to have violated the duty to comply with relevant rules or violated rules related to independence or ethics. Measures include a warning, a recommendation not to exercise voting rights, a recommendation not to attend or participate in deliberations at board and committee meetings, and a recommendation to resign.
The board also required outside directors to complete a semiannual 'outside director ethics practice self-checklist' to assess their own compliance with the ethics code. It said the aim is to establish a board culture based on compliance and ethics.
KT board chair Yong-heon Kim (김용헌) said, "We pursued this system improvement to establish a responsible board operating framework." He said, "We will steadily improve corporate governance and contribute to the company's sustainable growth and enhancement of corporate value."