AfreecaTV redefined conventional one-way media into interactive media and is striving to provide the top entertainment service. We respond adequately to the demands of the rapidly changing media environment and stakeholders through consistent innovation and a sound governance structure in order to ensure appropriate checks and balances among stakeholders, the board of directors, and the management. We established the board of directors against this backdrop, and are sparing no effort in pursuing long-term growth and creating sustainable value.
The board oversees and resolves key business issues and represents stakeholders for sustainable growth. As of March 2022, the Board was composed of two executive directors and one outside director. A standing auditor was appointed by a resolution of the general meeting of shareholders to hold the management and the board in check.
|Category||Name||Job title||Key experience||Appointment status||Initial appointment date|
|CEO||Seo Soo Kiel||Director||
||Reappointment||Dec. 15, 2011|
|Jung Chan Yong||CEO||
||Reappointment||Dec. 15, 2011|
|Outside director||Jung Jae Min||Management Advisor||
||New Appointment||Mar. 30, 2021|
Decision-Making by the Board
As per the Regulations of the Board of Directors revised on Feb. 10, 2022, the CEO or a director separately appointed to the board chairs the board. In principle, a resolution requires the majority of directors in attendance and an approval by the majority of attending directors. All directors are provided equal speaking opportunities to ensure rational operation and decisionmaking of the board.
The board draws input for agendas from a variety of stakeholders through internal and external communication channels. This reflects the unique nature of AfreecaTV and allows us to efficiently identify key issues relating to the company and reach decisions that are balanced and aligned with stakeholder interests.
Board Independence and Transparency
AfreecaTV ensures the independence of the Board by appointing outside directors pursuant to the stipulations of Article 382 of the Commercial Act. A standing auditor is appointed by a resolution of the general meeting of shareholders to carry out audit works and hold the Board in check.
Changes in the board composition and resolution items are disclosed in the quarterly reports, and the activities and renumeration of the board are disclosed transparently in the annual business report.
Major disqualifications for outside directors
- Directors, executive directors and employees who are engaged in the regular business of the relevant company, or directors, auditors, executive directors and employees who have engaged in the regular business of the relevant company within the previous two years
- The largest shareholder, his/her spouse, lineal ascendants, and lineal descendants, in cases where the largest shareholder is a natural person
- Directors, auditors, executive directors and employees of the corporation, in cases where the largest shareholder is a corporation
- The spouses, lineal ascendants, and lineal descendants of directors, auditors and executive directors
- Directors, auditors, executive directors and employees of a parent company or a subsidiary company of the relevant company
- Directors, auditors, executive directors and employees of a corporation which has a significant interest in the relevant company, such as business relations with the company
- Directors, auditors, executive directors and employees of another company for which a director, executive director or employee of the relevant company serve as a director and executive director
To secure board expertise, AfreecaTV appoints experts with knowledge in relevant areas (e.g., information media, the press, platform business, entertainment, etc.) and practical experience as outside directors. Board members are provided with briefings as needed on report items and key management information. AfreecaTV operates a task force to support outside directors in the execution of their professional duties and briefings. We will continue to support our outside directors in various ways to enhance their expertise and ensure rational decision-making.
Fields of expertise
Activities of the Board of Directors
The board of directors makes resolutions on material matters and overseas the execution of duties of the directors and management pursuant to relevant laws and internal regulations. The board convenes on a regular basis as per the annual operation plan, and extraordinary meetings are held as needed. In 2021, the board convened three times to discuss five report items and ten agenda items. The attendance rate of the board in 2021 was 100%. Relevant materials are provided prior to board or committee meetings to allow for sufficient review. The board reported on and resolved the appointment of an outside director and the standing auditor, the publication of the ESG Report, the revision of the Articles of Incorporation, and other key managerial matters in 2021.
2021 32020 42019 5
- Number of board meetings
- (unit: times)
2021 1002020 1002019 100
- Board meeting attendance
- (unit: %)
ESG Committee and Consultative Body
AfreecaTV established the ESG Committee under the board in 2022. The ESG Committee resolves and reports on matters related to the company’s ESG management plans and performances. In July 2022, AfreecaTV established the Social Impact Group, an ESG workinglevel consultative body composed of the CTO, division heads, and department heads, to add to the momentum of ESG management. By doing so, we have successfully built an organic ESG system involving the board and working-level teams, which is the basis of the company’s differentiated ESG management.
|ESG Committee||CEO||Outside Director|
|ESG Consultative Body
‘Social Impact Group’
|CTO||Head of the eSports & Game Content Business Division|
|Head of the Social Media Business Division||Head of the Service Division|
|Head of the TL Division||Head of the Management Support Division|
|Head of the IR Team||Head of the Global Business Department|
|Head of the User Communication Department|
Shareholdings of Board Members
One member of the management (executive director) holds the following shares in AfreecaTV.
|Executive director||Jung Chan Yong||43,755|
* Since March 31, 2021, the number of shares held with voting rights has changed as above due to the exercise of stock options and pit trading.
The compensation limits for directors and auditors are determined by a resolution of the general meeting of shareholders. Compensation is set within this limit by the board based on an assessment of the management’s performance, duties, and competencies. For example, AfreecaTV considers board meeting attendance when determining diligence. The management performance of AfreecaTV’s executives is assessed fairly and objectively.
|Category||No. of persons||Total compensation||Average compensation per person|
* As of December 31, 2021, the average remuneration is the figure including directors and auditors who retired during the period.
AfreecaTV grants one voting right per share for all issued shares so that all shareholders have a fair number of voting rights. We have devised systems, such as proxy voting and electronic voting since 2021, to encourage shareholders to exercise their rights. We always work to enable transparent communication with our shareholders.
Shareholder composition(As of Mar. 31, 2022)
- Treasury shares
- SWEDBANK ROBUR
- National Pension
- Saint International
|Shareholder name||Stock ownership ratio(%)|
|Saint International Co., Ltd.||25.33%|
|SWEDBANK ROBUR GLOBALFOND||5.87%|
Shareholder Return Policy
The increase in the stock price of AfreecaTV has exceeded market growth every year on the back of its growth in business performance. Based on this, we have been paying out dividends stably for many years. We also acquire treasury shares flexibly depending on the market trend to enhance shareholder value. As part of these efforts, AfreecaTV is reviewing the adoption of a shareholder return policy. We plan to continue to pay out dividends every year in consideration of profit growth and cash flow for future investments.
Leveraging our strengths in two-way communication on our platform, we have disclosed our earnings release on a conference call through ALCON (AfreecaTV Live Conference) every quarter since 2016. We also disclose key information in Korean and English and provide company information transparently and diligently to stakeholders in and outside Korea through monthly IRs for overseas institutional investors. We participate in domestic and international conferences and hold NDRs to help investors achieve a more accurate understanding of AfreecaTV’s business. Thanks to our IR efforts, we received an award for excellent IR from the Korea Investor Relations Service in 2019 and again in 2020. Furthermore, we were also recognized in 2019 in Forbes’s ‘Asia's Best Under a Billion’ list of companies.
Environment#Energy Conservation Activities #Green Campaign #Environment-Oriented Content
Social#Media responsibility #Clean content #Employees #Strengthening partnership #Social contribution
Social Contributions#Social Contributions through Content #Social Contributions through Participation #1% Charity
Governance#Board of Directors #Independence #Shareholders
Risk Management#Proactive Risk Management #Self-Regulated Management #Risk Screening
Ethical Management#Code of Conduct #Ethic Compliance #Whistleblower System
Cyber Security#Information Protection System #Privacy Protection Training #ISMS #Cybersecurity