Management Information

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Authorities of the Board of Directors

The board of directors supervises directors on the execution of their managerial duties. The board resolves various matters by passing acts or through 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) The convocation of the general meetings of shareholders

(2) The approval of business reports

(3) The approval of financial statements

(4) The modification of the articles of incorporation

(5) The conduct of capital reduction

(6) The conduct of dissolutions, mergers, mergers after division, and the continuation of the company

(7) The retirement of shares

(8) The transfer of the company business in whole or in substantial parts

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

(10) The conclusion, alteration or rescission of a contract for lease of the whole business the entrustment of the operations thereof, the sharing with another individual the entire profits and losses of the business or transactions off a similar nature

(11) The appointment or removal of directors or members of the audit committee

(12) The issuance of shares below par

(13) The indemnification of directors from their liability to the company

(14) The determination of stock dividends

(15) The determination of interim dividends

(16) The granting of stock options

(17) The salaries of the directors or members of the audit committee

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

(19) The conduct of large-scale internal trading under the Monopoly Regulation and Fair Trade Act

(20) The closure of the shareholders registry and the specification of the record date

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

(22) The decrease in reserves



② Matters related to management

(1) The determination or amending of changing the basic management policy of the company

(2) The launch of new business ventures

(3) The conduct of capital planning and budgeting

(4) The appointment or dismissal of managers

(5) The dstablishment, modification or abolishment of the basic organization

(6) The establishment, modification, or abolishment of important company rules or articles

(7) The establishment, relocation or foreclosure of branches, factories, or business sites that require the registration of the business inside or outside the country

(8) The engagement in simple mergers, simple mergers after division, small-scale mergers, or small-scale mergers after division

(9) The approval of business reports for the current year or business plans for the next year

(10) The establishment, incorporation or exclusion of subsidiaries

(11) The establishment, modification, or abolishment of compliance standards



③ Matters related to finance

(1) The revaluation of property

(2) The conduct of important large-scale investments

(3) The establishment or increase of the total annual limit for obtaining loans (excluding loans secured by accounts receivable) or the issuance of corporate bonds, asset-backed short-term bonds, and corporate papers(CP)

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

(5) The disposal of assets

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

(7) The offering of bonds

(8) The capitalization of reserves

(9) The issuance of convertible bonds

(10) The issuance of bonds with warrants

(11) The acquisition or disposal of the company's own shares

(12) The provision of collateral or payment guarantees to a third party



④ Matters related to human resources

(1) The management of human resources and the provision of salaries to executive officers

(2) The appointment of chief financial officers (CFO)

(3) The appointment and dismissal of the representative director

(4) The appointment of compliance officers



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

(1) The approval of transactions between a director and the company

(2) The approval of a director’s appropriation of company opportunities and assets

(3) The installment, operation, or abolishment of committees established by the board of directors

(4) The appointment or dismissal of members of committees established by the board of directors

(5) The confirmation of resolutions made by committees established by the board of directors, with the exceptation of resolutions presented by the audit committee.

(6) The approval of a director's request for support by an expert

(7) The modification or abolishment of the operating regulations for committees established by the board of directors

(8) The approval for the operation of competing businesses by a director and the execution of the intervention rights



⑥ Others

(1) The cancelation of the granting of stock options

(2) The deliberation of 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) The assigning of stock transfer agents

Committee for Recommending Candidates for Outside Directors

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

Audit Committee

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

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

3.The committee may request the company's subsidiary company to report on its business operations if it is necessary for carrying out the committee’s duties. In this case, if the subsidiary company fails to make a report within a 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 condition.

4. The audit committee shall resolve matters by prescribing acts or by the articles of incorporation. Moreover, the committee shall also resolve matters wasfor those that are delegated by the board of directors.
03. Organization
Outside Director (Hyun Han Shin / Jae Jeong Kim/ Tae Yeon Seong)
※ The term of office of a member of the audit committee shall expire upon the termination of his/her term of office as a director.

Management Committee

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