①The board of directors (the “BoD”) is an institution that has comprehensive responsibility and authority over the management within the scope provided by relevant legislation. The BoD shall approve the management strategy, management goals, and business plans for the interest of the Company and the shareholder, and shall supervise the implementation of such strategy.
②The BoD shall perform the following functions:
-Resolution of important matters related to business goals and management strategies of the Company
-Supervision of the directors and executives
-Resolution of matters prescribed by legislation, the articles of incorporation and bylaws of the BoD
③The BoD may delegate its authority to the representative director or a committee on matters other than those prescribed by legislation, the articles of incorporation or the bylaws of the BoD.
①The Company shall have three (3) to eleven (11) directors appointed through the General Meeting of Shareholders in order to enable the expression of diverse views and efficient decision-making. However, in order to ensure the performance of the BoD’s function of independent and substantive supervision of management, more than half (1/2) of the total number of the directors shall be comprised of outside directors who shall be recommended by the Recommendation Committee on Candidates for Outside Directors.
②The BoD shall appoint a chairman with a 3 year term at the first meeting of the BoD after the annual general meeting of the shareholders. The chairman shall convene and preside over the meeting of the BoD, and shall cause the roles of the BoD to be effectively performed in all aspects.
③The BoD meeting shall be held on a regular basis. An Extraordinary BoD Meeting can be called when there is an urgent matter in addition to the ordinary BoD meetings. A bylaw that specifically prescribes the authority, responsibility, and procedures of the BoD meetings shall be established and maintained.
①A director shall comply with standard of qualification prescribed by relevant legislations. He or she shall have exemplary ethics, professionalism, and integrity, and should be able to represent the interests of the shareholders and stakeholders in a balanced manner.
②A director must be able to devote sufficient time for purposes of carrying out their duties, and shall have strategic mindset, practical knowledge, mature judgment, and thorough sense of responsibility.
③A director must not be discriminated against gender, age, nationality, ethnicity, religion, educational attainment, disability, etc; and be able to contribute to enhancing the Company value and shareholder interests.
④Outside directors shall have extensive expertise in the relevant field such as finance, economics, management, legal, accounting, etc., Outside directors shall have no material relationship with the Company and be capable of making independent decisions.
①Directors shall be appointed at the General Meeting of Shareholders based on the recommendation of the BoD.
②Outside directors shall be nominated by the Recommendation Committee on Candidates for Outside Directors. In order to make a balanced appointment of outside directors who are capable of making actual contributions to the corporate management with competent expertise, such a committee shall ensure that outside directors comprise a majority of the total number of committee members.
③The Company shall promote diversification of BoD members for flexible response to the changes of business environment based on various viewpoints and experiences.
①Outside directors shall participate independently in major decision-making of the Company through activities in the BoD, and shall supervise and support the management as a member of the BoD.
②Outside directors may request information necessary for the performance of their duties. In addition, the outside director may obtain advice from an external expert by appropriate procedure, and the Company shall be responsible for such expenses.
③In order to allow the outside director to timely and accurately understand the status of management of the Company, the Company shall regularly report or provide management information such as status updates and shall continuously provide training or establish training programs for the outside director.
① A director, as a manager in good faith, shall act in the best interest of the Company and its shareholders in accordance with his/her fiduciary duties of care and loyalty, and shall not disclose information obtained during the course or use it for his/her own interest or interest of a third party.
②If a director violates the legislation or the articles of incorporation or neglects his/her duties, the director is liable for damages to the Company. Where a director has conducted acts with intention or gross negligence, the director shall also be liable to a third party. However, if the director acted in the best interest of the Company during the course of making a business judgment based on good faith and reasonable determination, such business judgment of the director should be respected.
③In order to mitigate the burden related to the director’s liability and to secure a capable director, the Company shall enroll in directors liability insurance for the benefit of the director at the Company’s cost.
①The BoD may establish and operate Sub-Committees in order to increase expertise in conduct of business and efficiency in operation.
②The BoD shall organize and operate Audit Committee, the Recommendation Committee on Candidates for Outside Directors, the Corporate Governance and Communication Committee, and Compensation Committee as Sub-Committees, and may establish a temporary committee if necessary. The composition and operation of the committees shall be following bylaws separately established for each of the Sub-Committees.
③The Sub-Committees shall report their resolutions to the BoD, and the BoD may reconsider and decide again on matters resolved by the Sub-Committees.
①The purpose of the Corporate Governance and Communication Committee is to review the protection of shareholders’ interest, resolve or deliberate transparency in internal transactions and ethical management. The Corporate Governance and Communication Committee shall review the following:
-Matters for resolution
·Transactions stipulated in Article 542-9 of Korean Commercial Code
·Key policies relating to ethical management and social contribution
·Enactment/amendment of code of ethics, including code of conduct
-Matters for deliberation
·New investment in, expansion or disposal of facility, and capital contribution or disposal of equity in another legal entity in a certain amount or more, etc
·Transactions between directors and others, and the Company (Korean Commercial Code)
· Other matters the Committee finds material for the protection of shareholders’ rights
②The Corporate Governance and Communication Committee shall review major management matters such as mergers and acquisitions, acquisition and disposition of major assets related to the protection of shareholders’ interest, policy on the return of profits to shareholders including but not limited to dividends, buy-back, etc., and other matters that the committee has determined to be important. In order to strengthen communication with the shareholders, one of the outside directors of the committee shall be appointed as a representative in charge of the protection of shareholders’ rights.
③The roles of the outside director in charge of protection of shareholders’ rights are as follows:
-Participation in major IR events and communications between the BoD and shareholders through meetings with shareholders
-Delivery of opinions and proposals related to the protection of shareholders’ interest to the Corporate Governance and Communication Committee and the BoD
-Continuous development and proposal of policies to improve the protection of shareholders’ interest
④The Corporate Governance and Communication Committee shall only be comprised of outside directors in order to enhance independence and transparency. The Company shall provide all information and costs necessary for the Corporate Governance and Communication Committee’s activities to the extent possible, and shall provide continuous training or education programs in order to enhance expertise.
⑤The Corporate Governance and Communication Committee shall generally hold a meeting every quarter. If necessary, a meeting shall be held more frequently, and The Corporate Governance and Communication Committee shall report the results of the meeting to the BoD. In addition, the details of its annual activities shall be disclosed in various channels such as the Annual General Meeting of Shareholders and the Company’s sustainability report to allow all shareholders access to such information.
①The management activities of the BoD shall be evaluated fairly, and the results of such evaluation shall be appropriately reflected in the compensation of the directors.
②The Company executes regular evaluations for BoD and outside directors to enhance the efficiency of BoD.
③The BoD shall determine payment and compensation amount of the director including the expenses necessary for business within the scope determined by a resolution of the General Meeting of Shareholders.
④Compensation of a director must be reasonably proportional to their duties. It must be determined at an appropriate level in light of the Company’s financial status, and must be consistent with long-term improvement of profits for the Company and the shareholders.
⑤The BoD may delegate matters concerning remuneration to be received by directors including the ceiling amount of remuneration, etc to the Compensation Committee.