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  • The board of directors (the “BoD”) is an institution that has comprehensive responsibility and authority over the management
    within the scope provided by relevant laws and regulations. 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.
  • The BoD shall perform the following functions:
    • -mportant matters related to business goals and management strategies of the Company.
    • -Supervision of the directors and executives
    • -Matters prescribed by relevant laws, the articles of incorporation and regulations of the BoD
  • The BoD may delegate its authority to the representative director or a committee on the matters other than those prescribed by
    the articles of incorporation or the regulation of the BoD.

① The Company shall have three (3) to eleven (11) directors appointed through the General Meeting of Shareholders in order to enable expression of diverse views and efficient decision-making. However, in order to ensure 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.
② The BoD shall appoint a chairman with a 3 year term at the first meeting of the BoD after the annual 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.
③ The 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 regulation that specifically prescribes the authority, responsibility, and procedures of the BoD meetings shall be established and maintained.

  • A director shall comply with standard of qualification prescribed by relevant laws and regulations. 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.
  • A 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.
  • Outside 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.

  • Directors shall be appointed at the General Meeting of Shareholders based on the recommendation of the BoD.
  • Outside director shall be capable of making actual contributions to the corporate management with competent expertise. Outside directors shall be nominated by the Recommendation Committee on Candidates for Outside Directors (with outside directors constituting the majority of such committee for purpose of a balanced appointment) and shall be appointed at the General Meeting of Shareholders.

  • Outside directors shall participate 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.
  • Outside director may request for information necessary for performance of their duties. In addition, the outside director may obtain advice from an external expert in accordance with appropriate procedure, and the Company shall be responsible for the expenses.
  • In 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.

  • 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 the same for personal interest.
  • When a director violates the laws 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 malice 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.
  • In order to mitigate the burden related to 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.

  • The BoD may establish and operate Sub-Committees in order to increase expertise in conduct of business and efficiency in operation.
  • The BoD shall organize and operate Audit Committee, the Recommendation Committee on Candidates for Outside Directors, and Corporate Governance and Communication Committee as Sub-Committees, and may establish a temporary committee if necessary. Composition and operation of the committees shall be in accordance with regulations separately established for each of the Sub-Committees.
  • The Sub-Committees shall report their resolutions to the BoD, and the BoD may reconsider and decide again on matters resolved by the Sub-Committees.

  • The Corporate Governance and Communication Committee shall strive for protection of shareholders’ interest and review of transparency in internal transactions and ethical management. The Corporate Governance and Communication Committee shall review the following:
    • - Major management matters regarding protection of shareholders’ interest
    • - Related party transactions prescribed under the Korean Monopoly Regulation and Fair Trade Act
    • - Check implementation of program on voluntary compliance with rules on fair trade
    • - Major policies related to ethical management and social contributions
    • - Establishment/amendment of code of ethics and evaluation of status of implementation of the same
  • The Corporate Governance and Communication Committee shall review major management matters such as mergers and acquisitions, acquisition and disposition of major assets related to protection of shareholders’ interest, policy on return of profits to shareholders such as 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 outside directors of the committee shall be appointed as a representative in charge of protection of shareholders’ rights.
  • The 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 protection of shareholders’ interest to the Corporate Governance and Communication Committee and the BoD
    • - Continuous development and proposal of policies to improve protection of shareholders’ interest
  • The 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 operate training programs in order to enhance expertise.
  • The 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 Company’s sustainability report to allow all shareholders access to such information.

  • The 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.
  • The 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.
  • Compensation 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.
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