BOARD OF DIRECTORS REGULATIONS
Article 1 (Purpose)
The purpose of these regulations is to set out all matters relating to operation of the Board of Directors.
Article 2 (Scope of Application)
Unless otherwise specifically stated in all relevant laws, regulations or Articles of Incorporation of the Company, any and all matters relating to the Board of Directors shall be executed pursuant to regulations hereunder.
Article 2-2 (Authorities)
① The Board of Directors shall adopt all resolutions required by the relevant laws, regulations and Articles of Incorporation of the Company, and important matters delegated by general shareholders’ meetings or relating to Company’s management policies as well as business operations.
② The Board of Directors shall supervise every business executed by the directors.
Article 3 (Composition)
The Board of Directors shall be comprised of all directors (including internal directors, outside directors and non-standing directors).
Article 4 (Chairperson)
① The chairperson of the Board of Directors shall be appointed from among the directors by a resolution of the Board of Directors.
② Should the chairperson of the Board of Directors be absent or unable to execute his or her duties, other officers shall act on behalf of the chairperson in the order of priority as follows: Chairperson, Vice-chairperson, President and Vice-president of the Company.
③ The term of office of the chairperson of the Board of Directors shall continue until his or her resignation, removal or retirement.
Article 5 (Meetings)
① The Board of Directors may convene either an ordinary and/or extraordinary meeting.
② The ordinary meeting shall be convened once every month; provided however, that the date and time shall be subject to change, at the sole discretion of the chairperson of the Board of Directors.
③ The extraordinary meeting may be convened at any time whenever deemed necessary.
Article 6 (Call of Meeting)
① The chairperson shall call for the board of directors meetings; provided however that should the chairperson be absent or unable to execute his or her duties, other officers shall act on behalf of the chairperson in the order priority set forth in Article 4-(2).
② The chairperson may call for a meeting upon request of either the director or Audit Committee, which specifies the purpose and agenda thereof; provided however, that should a meeting not be called by a chairperson without justifiable reason, the said director or Audit Committee shall have the right to call for a meeting.
Article 7 (Notice of Convening of Meetings)
① The convening of meetings shall be notified, in writing or verbally, to each director at least one (1) day before the date of said meeting.
② The unanimous consent of all directors may omit the foregoing procedure, and a meeting will be convened at any time deemed necessary.
Article 8 (Agenda)
① The Board of Directors meeting shall be held to discuss the agenda as follows:
1. Matters relating to the call for a general shareholders’ meeting and the agenda thereof.
a) Call for a general shareholders’ meeting;
b) Closing of shareholders’ register and record date;
c) Shareholders’ proposal review and decision whether the said proposal be submitted to a general shareholder’s meeting;
d) Approval of business reports;
e) Approval of financial statements;
f) Amendment of Articles of Incorporation;
g) Paid-in capital reduction;
h) Dissolution, merger, division, division-merger or continuation of the Company;
i) Transfer of the whole or a substantial part of the business of the Company, or acquisition of whole or part of the other company’s business which may result in significant effect on the Company’s business;
j) Conclusion, alternation or termination of any contract for lease of the whole business, entrusting the operations thereof, or for sharing with another person the entire profits and losses from the business or of any equivalent contract thereof;
k) Issue of shares below par value;
l) Relieving of directors’ responsibility to the Company;
m) Cash dividend, stock dividend or dividend-in-kind;
n) Grating stock options;
o) Remuneration of directors;
p) Retirement of shares;
q) Appointment and/or removal of director and audit committee member;
r) Transaction of the Company’s principal shareholders (and their affiliated persons) and their affiliated persons, transaction of shareholders and reporting to a general shareholders’ meeting
s) Reduction of legal reserves; and
t) Any matters which are reserved for a plenary session of the general shareholders’ meeting.
2. Matters relating to general business operations
a) Appointment and/or removal of a representative director;
b) Appointment of a co-representative director;
c) Opening, relocation or closure of a branch office;
d) Establishment and/or termination of the Committee and appointment and/or removal of members thereof;
e) Establishment, amendment or repeal of regulations on the Committee;
f) Appointment and/or removal of a general manager;
g) Appointment and/or removal of a compliance officer and/or establishment, amendment or repeal of compliance codes and codes of practices;
h) Short form merger, short form division-merger, small scale merger and small scale division-merger
i) Issuance of a public notice which replaces reporting to a general shareholders’ meeting on division, division-merger, statutory merger or consolidation;
j) Quarterly dividends;
k) Appointment of a transfer agent and his/her office and scope of services; and
l) Establishment, amendment or repeal of any important provision of the Bylaw or any equivalent rule thereto.
3. Matters relating to financial affairs
a) Executing a new investment or disposal of an existing investment exceeding two and one-half percent (2.5/100) of the Company’s equity capital, or overseas direct investment;
b) Conclusion of a material contract;
c) Issuance of new shares;
d) Issuance of bonds or delegating bond-issue authority to a representative director;
e) Capitalization of reserves;
f) Disposal of forfeited shares and fractional shares;
g) Acquisition and disposal of material assets;
h) Borrowings exceeding five percent (5/100) of the Company’s equity capital;
i) Collateral or debt guarantees exceeding two and one-half percent (2.5/100) of the Company’s equity capital;
j) Acquisition and disposal of treasury stocks; and
k) Retirement of treasury stock.
4. Miscellaneous
a) Approval pursuant to Article 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets) and Article 398 (Transactions between Directors and the Company);
b) Assignment and withdrawal of director’s duties;
c) Approval of the concurrent employment of a director;
d) Withdrawal of stock options;
e) Approval on a large scale of internal trading under Article 11-(2) of the Monopoly Regulation and Fair Trade Act and Article 17-(8) of the Enforcement Decree thereof; and
f) Any matter relating to relevant laws, regulations or Articles of Incorporation of the Company, or deemed necessary by a representative director.
② Any and all matters other than those stipulated in paragraph 1 above shall be determined and executed by a representative director.
③ Unless they conflict with all relevant laws, regulations and Articles of Incorporation of the Company, any matter stipulated in paragraph 1 above may be assigned by the Board of Directors to a committee established pursuant to Article 9.
Article 9 (Delegation of Authority)
① The Board of Directors may delegate its authority to adopt a resolution to a representative director unless prohibited by all relevant laws, regulations or Articles of Incorporation of the Company.
② Any matter delegated to a representative director by the Board of Directors may be authorized to a relevant officer by a representative director unless exceeding its authority as delegated by the Board of Directors.
Article 10 (Committees under the Board of Directors)
① The Board of Directors may, in pursuit of efficient and timely decision making establish and operate one or more standing committee(s) pursuant to provisions of the Articles of Incorporation.
1. The Audit Committee shall provide assistance to the directors in fulfilling their responsibility to the shareholders relating to accounting matters and business operations, and shall oversee the establishment and maintenance of processes to assure compliance with all relevant laws, regulations and Articles of Incorporation of the Company. Also, the committee shall report any actual or anticipated non-compliance, fraud or illegal practice to the Board of Directors.
2. The Outside Director Nomination Committee shall provide assistance to the Board of Directors in fulfilling its responsibility to the shareholders by identifying individuals qualified to become outside directors at a general shareholders’ meeting.
3. The Board of Directors may establish and operate any other committee(s) deemed necessary at its discretion.
② The Board of Directors may delegate its authority to committee(s) excluding matters as follows:
1. A proposal which is subject to a resolution by a general shareholder’s meeting;
2. Appointment and/or removal of a representative director;
3. Establishment of committee(s) and appointment and/or removal of committee members; and
4. Any matter required by the Articles of Incorporation of the Company.
③ Each committee shall be comprised of two (2) or more directors; provided however, that the Audit Committee shall be comprised of three (3) or more directors.
④ Each committee shall elect its chairperson by adopting a resolution.
⑤ All other matters relating to the committee’s operation shall be determined by the Board of Directors.
Article 10-3 (Supervision over the Directors)
위원회는 결의된 사항을 이사회에 보고하여야 한다. 이 경우 이를 보고 받은 이사회는 위원회가 결의한 사항에 대하여 다시 결의할 수 있다.
Article 10-3 (Supervision over the Directors)
① In a case where it is deemed that any director’s, either actual or anticipated, act in non-compliance with all relevant laws, regulations or Articles of Incorporation of the Company, the Board of Directors may demand clarification or explanation from a responsible director and perform the Company’s internal audit function accordingly.
② The Board of Directors may suspend or alter any business executed by a director disciplined under paragraph 1 above.
Article 11 (Adopting Resolutions)
① Unless otherwise specifically stated in all relevant laws, regulations or Articles of Incorporation of the Company, a quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting; provided however, that a resolution pursuant to Article 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets) and Article 398 (Transactions between Directors and Company) shall be adopted by the affirmative vote of two-thirds of all directors in office.
② The Board of Directors may give permission for all or any of the directors to not attend and participate in adopting resolutions through telecommunications means by which all directors can send and receive voice messages to each other simultaneously. In such case, the directors not directly attending a meeting shall be deemed to have attended the same.
③ No director having a special interest in any resolutions of the Board of Directors shall be allowed to exercise his/her vote upon such resolution.
④ Director(s) whose voting right is limited pursuant to paragraph 3 above shall not be included in the numbers of directors presenting at the meeting.
Article 12 (Attending of Persons Concerned to the Board of Directors)
The chairperson may, whenever deemed necessary at his or her own discretion, invite any officers and/or employees of the Company, or any third party persons who are not member of the Board of Directors for the purpose of hearing of their opinion.
Article 13 (Minutes of Meeting)
① The minutes of each meeting shall be recorded by the Board of Directors.
② All agendas, proceedings, results, minority directors and their counterarguments of every meeting shall be recorded in the minutes, which shall be kept in the Company after every director present at each meeting has affixed his or her signature and seal thereto.
Article 14 (Secretary)
① The Board of Directors shall have a secretary.
② The secretary shall be under the supervision of the chairperson and shall provide assistance to the directors, send a notice of call for board of director’s meetings, prepare the agenda for meetings and maintain a Minutes of the Meeting.
REMUNERATION COMMITTEE REGULATIONS
< Chapter 1 General Provisions >
Article 1 (Purpose)
The purpose of these regulations is to set out all matters required for efficient operation of the Remuneration Committee (hereinafter referred to as the “Committee”).
Article 2 (Scope of Application)
Unless otherwise specifically stated in all relevant laws, regulations, Articles of Incorporation or Board of Directors Regulations of the Company, any and all matters relating to the Committee shall be subject to regulations hereunder.
Article 3 (Duties and Authorities)
The Committee, as delegated by the Board of Directors shall have a right to execute:
1. Decisions on remuneration policy for officers of the Company;
2. Review on feasibility of remuneration policy for officers and whether officers are being rewarded in a fair manner internally and in a competitive manner externally;
3. Officers’ performance index for a long-term incentive plan; and
4. Any other matters relating to officers’ remuneration delegated by the Board of Directors.
< Chapter 2 Composition of Committee>
Article 4 (Composition)
① The appointment and removal of all members of the Committee (hereinafter referred to as the “committee member”) shall be made by a resolution of the Board of Directors.
② The Remuneration Committee shall be comprised of two (2) or more directors.
Article 5 (Chairperson)
① The chairperson of the Committee shall be appointed from among the committee members by a resolution pursuant to Article 8.
② The chairperson shall represent the Committee in every aspect and preside over all committee meetings.
③ Should the chairperson be absent or unable to execute his or her duties, other committee members shall act on behalf of chairperson in an order priority which has been defined by the Committee.
< Chapter 3 Committee Meeting >
Article 6 (Call of Meeting)
① The chairperson shall call for the committee meetings; provided however that should the chairperson be absent or unable to execute his or her duties, other committee members shall act on behalf of chairperson in the order priority set forth in Article 5-(3).
② The chairperson may call for a meeting upon request of committee members, specifying the purpose and agenda thereof; provided however, that should a meeting not be called by a chairperson without justifiable reason, the said committee member shall have a right to call for a meeting. In such a case, a meeting shall be called pursuant to Article 7-(2).
Article 7 (Notice of Convening of Meetings)
① The convening of meetings shall be notified, in writing or verbally, to each committee member at least one (1) day before the date of said meeting.
② The unanimous consent of all committee members may omit the foregoing procedure and a meeting will be convened at any time deemed necessary.
Article 8 (Adopting Resolutions)
① A quorum for holding a meeting of the Committee shall be a majority of all committee members, and all resolutions of the Committee shall be adopted by the affirmative votes of a majority of committee members present at the meeting.
② The Committee may give permission for all or any of the committee members to not attend and participate in adopting resolutions through telecommunications means by which all committee members can send and receive voice messages to each other simultaneously. In such case, the committee members not directly attending a meeting shall be deemed to have attended the same.
③ No committee member having a special interest in any resolutions of the Committee shall be allowed to exercise his/her vote upon such resolution.
④ Committee member(s) whose voting right is limited pursuant to paragraph 3 above shall not be included in the numbers of committee members presenting at the meeting.
Article 9 (Agenda)
A Committee meeting shall be held to discuss agenda as follow:
1. Establishment or amendment of officer’s remuneration policy;
2. Evaluation on officers’ performance index for a long-term incentive plan; and
3. Any other matters relating to officers’ remuneration deemed necessary by either the Board of Directors or the Committee.
Article 10 (Attending of Persons Concerned with the Committee)
The Committee may, whenever deemed necessary at its own discretion, invite any officers and/or employees of the Company, or any third party persons who are not members of the Committee for the purpose of hearing of their opinion.
Article 11 (Obligation of Notice)
The Committee shall promptly notify all directors of resolutions adopted.
Article 12 (Minutes of Meeting)
① The minutes of each meeting shall be recorded by the Committee.
② All agendas, proceedings, results, minority members and their counterargument of every meeting shall be recorded in the minutes, which shall be kept in the Company after every committee member present at each meeting has affixed his or her signature and seal thereto.
< Chapter 4 Supplementary Provisions >
Article 13 (Secretary)
① The Committee may have a secretary under the supervision of the chairperson. The secretary shall be responsible for all activities and documentation of the Committee.
② The secretary shall be selected from among the officers or senior managers of the human resource department of the Company.
Article 14 (Amendment or Repeal)
Either amendment or repeal of these regulations shall be subject to a resolution of the Board of Directors.
OUTSIDE DIRECTOR NOMINATION COMMITTEE REGULATIONS
Article 1 (Purpose)
The purpose of these regulations is to set out all matters required for efficient operation of the Outside Director Nomination Committee (hereinafter referred to as the “Committee”).
Article 2 (Scope of Application)
Unless otherwise specifically stated in laws, Articles of Incorporation or Board of Directors Regulations, any and all matters relating to the Committee shall be subject to regulations hereunder.
Article 3 (Authorities)
① The Committee shall have a right to nominate qualified candidates to become outside directors at the general shareholders’ meeting.
② Qualified candidates nominated by the Committee shall include candidates recommended by shareholders who are entitled pursuant to Article 542-6(2) of the Commercial Code.
Article 4 (Composition)
① The appointment and removal of all members of the Committee (hereinafter referred to as the “committee member”) shall be made by a resolution of the Board of Directors.
② The Committee shall be comprised of two (2) directors or more; provided however that half of members shall be appointed from among the outside directors.
Article 5 (Chairperson)
① The chairperson of the Committee shall be appointed from among the committee members by a resolution pursuant to Article 8.
② The chairperson shall represent the Committee in every aspect and preside over all committee meetings.
③ Should the chairperson be absent or unable to execute his or her duties, other committee members shall act on behalf of the chairperson in an order priority which has been defined by the Committee..
Article 6 (Call of Meeting)
① The chairperson shall call for the committee meetings; provided however that should the chairperson be absent or unable to execute his or her duties, other committee members shall act on behalf of the chairperson in the order priority set forth in Article 5-(3).
② The chairperson may call for a meeting upon request of committee members, specifying the purpose and agenda thereof; provided however, that should a meeting not be called by a chairperson without justifiable reason, the said committee member shall have a right to call for a meeting.
Article 7 (Notice of Convening of Meetings)
① The convening of meetings shall be notified, in writing or verbally, to each committee member at least one (1) day before the date of said meeting
② The unanimous consent of all committee members may omit the foregoing procedure and a meeting may be convened at any time deemed necessary.
Article 8 (Adopting Resolutions)
A quorum for holding a meeting of the Committee shall be a majority of all committee members and all resolutions of the Committee shall be adopted by the affirmative votes of a majority of committee members present at the meeting. The Committee may give permission for all or any of the committee members to not attend and participate in adopting resolutions through telecommunications means by which all committee members can send and receive voice messages to each other simultaneously. In such case, the committee members not directly attending a meeting shall be deemed to have attended the same.
Article 9 (Agenda)
The Committee meeting shall be held to discuss the agenda as follows:
① Nomination of qualified candidates for outside directors; and
② Any other matters necessary for outside director nomination.
Article 10 (Attending of Persons Concerned to the Committee)
The Committee may, whenever deemed necessary at its own discretion, invite any officers and/or employees of the Company, or any third party persons who are not members of the Committee for the purpose of hearing of their opinion.
Article 11 (Obligation of Notice)
The Committee shall promptly notify all directors of resolutions adopted.
Article 12 (Minutes of Meeting)
① The minutes of each meeting shall be recorded by the Committee.
② All proceedings and results of every meeting shall be recorded in the minutes, which shall be kept in the Company after every committee member present at each meeting has affixed his or her signature and seal thereto.
Article 13 (Secretary)
① The Committee shall have a secretary.
② The secretary shall execute all activities and documentation of the Committee pursuant to instructions of a chairperson.
Article 14 (Amendment or Repeal)
Either amendment or repeal of these regulations shall be subject to a resolution of the Board of Directors.
AUDIT COMMITTEE REGULATIONS
Article 1 (Purpose)
The purpose of these regulations is to set out all matters required for efficient operation of the Audit Committee (hereinafter referred to as the “Committee”).
Article 2 (Scope of Application)
Unless otherwise specifically stated in laws, regulations, Articles of Incorporation or Board of Directors Regulations of the Company, any and all matters relating to the Committee shall be subject to regulations hereunder.
Article 3 (Duties)
① The Committee shall perform the Company’s internal audit function relating to accounting matters and financial reporting practices.
② The Committee’s internal audit function shall include:
a) Director’s compliance with all relevant laws, regulations and Articles of Incorporation of the Company;
b) Financial solvency and relevance of the Company’s financing activities and integrity of financial statements;
c) Reliability of changes in the Company’s important accounting policies and accounting estimate;
d) Evaluation on internal control systems;
e) Evaluation on independent auditors activities;
f) Approval on appointment and/or removal of an independent auditor; and
g) Execution of remedial measures against audit results.
③ The Committee may, after the approval of a representative director, undertake reviews and (if necessary) present its opinion on matters as follows:
a) Establishment or amendment of Articles of Incorporation, regulations, standards, codes or bylaws;
b) Master business plan and budget plan thereof;
c) Provisional and final settlement of accounts and appropriation of retained earnings;
d) Revaluation of assets/properties held by the Company and their depreciation;
e) Matters relating to important legal suits, proceedings or arbitration;
f) Matters relating to property damage and/or personal injury as well as spoilage expenses; and
g) Matters relating to new businesses or large-scale investments.
④ Any and all matters relating to the Committee’s operation shall be requested, demanded and disclosed in writing.
⑤ Unless otherwise specifically stated herein, any and all matters relating to the Committee shall be executed pursuant to all relevant laws, regulations, Articles of Incorporation of the Company.
Article 4 (Obligations)
① The auditors shall perform their duties and obligations faithfully and shall not disclose any confidential information of the Company obtained while serving as auditor unless required by relevant laws or regulations.
② Should auditor’s non-performance cause losses or damages to the Company, he or she shall be jointly and severally liable to the Company for any claims relating thereto.
③ Should auditor’s willful misconduct or negligence cause losses or damages to the third party, he or she shall be jointly and severally liable to the said party for any claims relating thereto.
Article 5 (Composition)
① The appointment and removal of all members of the Committee (hereinafter referred to as the “committee member”) shall be made by a general shareholders’ meeting.
② The Committee shall be comprised of three (3) or more directors; provided however, that two-thirds (2/3) of committee members shall be outside directors.
③ The chairperson shall be appointed from among the outside directors by a resolution of the Committee.
④ Should the chairperson be absent or unable to execute his or her duties, other committee members shall act on behalf of the chairperson in an order priority which has been defined by the Committee.
Article 6 (Term of Office and Removal)
① Unless otherwise specifically stated in all relevant laws, regulations, Articles of Incorporation of the Company or resolutions adopted by a general shareholders’ meeting, the term of office of the committee member shall continue, regardless of whether his or her term of office has been extended, until his or her resignation, removal or retirement.
② The removal of the committee members shall be made by a resolution adopted by a general shareholders’ meeting.
③ Should either resignation or the death of committee member(s) selected from among the outside directors result in an insufficient number to constitute a quorum pursuant to Article 5-2, new committee members shall be elected at the first general shareholders’ meeting convened immediately thereafter.
Article 7 (Secretary)
① The Committee shall have a secretary.
② The Committee may have a secretary under the supervision of the chairperson. The secretary shall be responsible for all activities and documentation of the Committee.
③ The appointment and/or removal of a secretary shall be made by a representative director upon request of the Committee.
Article 8 (Audit Committee Meetings)
① The chairperson shall call for the committee meetings and shall notify committee members and other attendees of the date, time and place of the meeting at least one (1) day before the date of said meeting; provided however, that the unanimous consent of all committee members may omit the foregoing procedure, a meeting will be convened at any time deemed necessary.
② The Committee may, whenever deemed necessary, convene a joint meeting with the Board of Directors or other Committees.
③ A quorum for holding a meeting of the Committee shall be a majority of all committee members and all resolutions of the Committee shall be adopted by the affirmative votes of a majority of committee members present at the meeting.
④ The Committee may give permission for all or any of the committee members to not attend and participate in adopting resolutions through telecommunications means by which all committee members can send and receive voice messages to each other simultaneously. In such case, the committee members not directly attending a meeting shall be deemed to have attended the same.
Article 9 (Attending of Persons Concerned to the Committee)
The Committee may, whenever deemed necessary at its own discretion, invite any directors, officers, senior managers, employees, or head of the audit department of the Company or independent auditors who are not members of the Committee for the purpose of hearing of their opinion.
Article 10 (Access to Information)
The Committee shall have a right to access any information relating to its operations and may receive the advice of independent experts.
Article 11 (Use of Company’s Organization)
① The Committee may employee any organization of the Company as its subsidiary body whenever deemed necessary.
② The use of Company’s organization pursuant to the paragraph ① above shall require the consent of a representative director.
Article 12 (Reporting Obligation and Notice)
The chairperson shall report the results of the audit committee meeting to the board of directors.
Article 13 (Minutes of Meeting)
① The minutes of each meeting and audit shall be recorded by the Committee.
② All proceedings and results of every meeting shall be recorded in the minutes, which shall be kept in the Company after every committee member present at each meeting has affixed his or her signature and seal thereto.
Article 14 (Amendment or Repeal)
Either amendment or repeal of these regulations shall be subject to a resolution of the Board of Directors.
