Among the "big four" general trading companies in Korea, three have their CEOs also serving as board chairs. That share is much higher than the concurrent role ratio (35.7%) among the top 30 companies by market capitalization on the main bourse. While major listed companies have recently been separating the CEO and board chair roles to improve corporate governance and bolster board independence, general trading companies are moving more slowly.
An analysis on the 25th of the 2025 fiscal year corporate governance reports that the four general trading companies recently disclosed shows that at Samsung C&T, an outside director serves as board chair. The current board chair at Samsung C&T is outside director Choi Joong-kyung. Since 2021, Samsung C&T has appointed an outside director as board chair.
By contrast, POSCO International, LX International, and Hyundai Corporation have not separated the CEO and board chair roles. The CEO doubles as board chair, with the board run under the CEO-centered structure.
At POSCO International under POSCO Group, CEO and President Lee Gye-in serves as board chair. According to the corporate governance report disclosed by POSCO International, the company did not comply with the indicators on whether an outside director serves as board chair and on establishing and operating a CEO succession policy, out of the 15 core governance indicators, resulting in a compliance rate of 86.7%.
POSCO International said, "Given the business need to swiftly push ahead with global investment and energy operations, the CEO serves as chair to maximize management efficiency through organic linkage between execution and oversight."
At LX International, CEO and Executive Vice President Gu Hyeok-seo also serves as board chair. Its core governance indicator compliance rate was 73.3%, with four items not observed. LX International said, "Given the nature of operating across diverse sectors, and considering the importance of business understanding, expertise, and management efficiency, we appointed the CEO, not an outside director, as board chair."
At Hyundai Corporation, Chair and CEO Chung Mong-hyuk serves as board chair, and the board is run under an owner-centered structure. Hyundai Corporation did not comply with six core governance indicators, leaving its compliance rate at 60%. The company cited swift decision-making and policy continuity as reasons for having the CEO double as board chair.
A board of directors is the top decision-making body of corporations and a supervisory body that checks management. Global proxy advisors such as ISS set guidelines calling for separating the board chair and chief executive officer (CEO) roles and having an outside director serve as board chair. They view separation of the CEO and board chair as a key factor in judging board independence.
According to CEO Score of the Corporate Data Research Institute, as of the end of June last year, among 204 listed companies in Korea with total assets of 2 trillion won or more, 109 (53.4%) had CEOs concurrently serving as board chairs.
However, narrowing the scope to the top 30 by market capitalization on the main bourse as of the 19th of this month (28 companies excluding Samsung Electronics preferred shares and the KODEX 200 ETF), the CEO-chair concurrency ratio falls further to 35.7% (10 companies). The higher the market cap, where foreign investor demand is concentrated, the more they separate the CEO and board chair roles. But if three more companies in which an inside director other than the CEO doubles as board chair are added, the share of boards chaired by inside directors (including CEOs) rises to 46.4%.
Governance experts say it is hard to conclude that governance is weak just because the CEO doubles as board chair, but given the board's core role of overseeing and checking management, separation is appropriate.
Cho Myung-hyun, a professor at Korea University Business School, said, "The board's original function is to oversee management, and it is problematic if the head of the body that is being overseen (the CEO) becomes the head of the overseeing body (the board)."
Some corporations in which the CEO or an inside director serves as board chair have adopted the lead outside director system. To supplement the board's function of checking management, they select a lead outside director from among outside directors to play a representative role.
Lead outside directors can demand reports on key pending issues from management or gather outside directors' opinions and convey them to management. Samsung SDS and Samsung SDI under the Samsung Group, and Hyundai Motor, Kia, and Hyundai Mobis under Hyundai Motor Group are representative examples. However, POSCO International, LX International, and Hyundai Corporation have not adopted the lead outside director system.
Corporations also recognize concerns that the board's function of checking management may weaken when the CEO doubles as board chair. POSCO International said, "To address concerns that the oversight function could weaken due to the concurrent chair role, we operate an outside-director-centered oversight mechanism, including keeping the proportion of outside directors on the board above a majority."
Kim Hee-kyung, managing attorney at Law Firm Doyoung, said, "In Korea, there is a strong tendency for CEOs to seek to lead decision-making by concurrently serving as board chair, but in this structure, the decision-making itself is not transparent," adding, "Distinguishing mixed board structures is the most urgent issue to resolve in Korea's corporate governance."