Management Information

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Authorities of Board of Directors

The board of directors supervises directors on the execution of their managerial duties. The board resolves various matters prescribed by Acts or by the articles of incorporation, matters delegated by the general meeting of shareholders, and matters related to management as listed below.

Matters to be Submitted



1.The following matters need to be submitted to the board of directors.




① Matters related to the general meeting of shareholders

(1) Convocation of the general meetings of shareholders

(2) Approving business reports

(3) Approving financial statements

(4) Changing the articles of incorporation

(5) Capital reduction

(6) Dissolutions, mergers, merger after division, and continuation of the company

(7) Retirement of shares

(8) A transfer of the whole or a substantial part of the business of the company

(9) The acquisition of the whole or any part of business of another company which significantly affects the business of the company

(10) The conclusion, alteration or rescission of a 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 a similar contract

(11) Appointment or removal of directors or members of audit committee

(12) Issuance of shares below par

(13) Indemnification of directors from their liability to company

(14) Determining stock dividends

(15) Determining interim dividends

(16) Granting stock options

(17) Salaries of directors or members of audit committee

(18) Approving transactions with interested persons including major shareholders of the company and reporting such transactions to the general meeting of shareholders in accordance with Article 542-9 (1) of the Commercial Act

(19) Large-scale internal trading under the Monopoly Regulation and Fair Trade Act

(20) Closure of shareholders register and specification of record date

(21) Other matters to be submitted to a general meeting of shareholders

(22) Decrease of reserves



② Matters related to management

(1) Determining or changing the basic management policy of the company

(2) Starting new businesses

(3) Capital planning and budgeting

(4) Appointment or dismissal of managers

(5) Establishing, changing or abolishing the basic organization

(6) Establishing, changing or abolishing important rules or articles of the company

(7) Establishing, relocating or closing branches, factories or business sites that require the registration of the business inside or outside the country

(8) Determining simple mergers, simple mergers after division, small-scale mergers, or small-scale mergers after division

(9) Approving business reports for the current year or business plans for the next year

(10) Establishing, incorporating or excluding subsidiaries

(11) Establishing, changing, or abolishing compliance standards



③ Matters related to finance

(1) Revaluation of property

(2) Important large-scale investment

(3) Establishing or increasing the total annual limit for obtaining loans (excluding loans secured by accounts receivable) or issuing corporate bonds, asset-backed short-term bonds, and corporate papers(CP)

(4) Disposal of a third party's investment or investment shares, or lending funds

(5) Disposal of assets

(6) Issuance of new shares (including the transfer of preemptive rights and disposal of forfeited stocks or fractional stocks)

(7) Offering of bonds

(8) Capitalization of reserves

(9) Issuance of convertible bonds

(10) Issuance of bonds with warrants

(11) Acquisition or disposal of company's own shares

(12) Providing collateral or payment guarantees for a third party



④ Matters related to human resources

(1) Human resource matters and salaries of executive officers

(2) Appointment of chief financial officers (CFO)

(3) Appointment and dismissal of the representative director

(4) Appointment of compliance officers



⑤ Matters related to directors, board of directors, and committees

(1) Approval of transactions between a director and the company

(2) Approval of director’s appropriation of company opportunities and assets

(3) Installing, operating, or abolishing committees of the board of directors

(4) Appointment or dismissal of members of committees of the board of directors

(5) Confirmation of resolutions made by committees of the board of directors, except for resolved by the audit committee.

(6) Decisions regarding a director's request for support by an expert

(7) Changing or abolishing the operating regulations for committees of the board of directors

(8) Approving the operation of competing businesses by a director and executing the intervention rights



⑥ Others

(1) Canceling the granting of stock options

(2) Matters prescribed by Acts or by the articles of incorporation, matters for which authority was delegated by the board of directors, and matters deemed necessary by the representative director

(3) Assigning stock transfer agents

Committee for Recommending Candidates for Outside Directors

01. Roles
The committee for recommending candidates for outside directors holds a meeting to recommend candidates when it is necessary to appoint outside directors.
02. Organization
The committee for recommending candidates for outside directors is restructured whenever an agenda to appoint outside directors is submitted to the general meeting of shareholders in accordance with the operating rules for the committee for recommending candidates for outside directors.

Audit Committee

01. Roles
The audit committee shall audits the accounting and the management affairs of the company.
02. Authority
1.The audit committee shall audit the accounting and the management affairs of the company. To this end, the audit committee may at any time request a director to report on relevant business and may investigate the affairs and the financial conditions of the company.

2.The audit committee may request the board of directors to convene an extraordinary general meeting of shareholders by presenting a written statement specifying the subject matter of the meeting and the grounds for the convocation.

3.The audit committee may request the company's subsidiary company to report on its business, if it is necessary for carrying out its duties. In this case, if the subsidiary company fails to make a report within reasonable time or if it is required to verify the contents of such reports, the audit committee may investigate the business affairs of the subsidiary company and the status of its financial conditions.

4.The audit committee resolves matters prescribed by Acts or by the articles of incorporation as well as matters for which the audit committee was delegated authority by the board of directors.
03. Organization
Outside Director (Shin, Hyun Han / Kim, Jae Jeong / Seong, Tae Yeon)
※ The term of office of a member of audit committee shall expire upon the expiration of his/her term of office as a director.

Management Committee

01. Roles
The management committee increases operational efficiency of the management of the company and the board of directors.
02. Authority
The management committee may review and resolve matters for which the committee was delegated authority by the board of directors as well as other day-to-day management matters.
03. Organization
Internal Director (Park, Jong Seok / Kim, Jeong Dae)