스킵네비게이션

Kor Eng

Corporate Governance

Chapter 5 Directors, Audit Committee, and Officers

Article 24 Composition of the Board of Directors
  1. 24.1 The Board of Directors of the Company shall consist of no more than seven directors.
    24.2 The Board of Directors of the Company shall include no fewer than two outside directors, constituting at least one-fourth of the total number of directors. However, in the event that the number of outside directors falls below the required composition due to vacancies, such deficiency must be rectified at the first general meeting of stockholders convened after the occurrence of such vacancy.


Article 25 Appointment of Directors
  1. 25.1 Directors shall be appointed at the general meeting of stockholders. Outside directors as defined in Article 24.2 shall be appointed from candidates recommended by the Outside Director Candidate Recommendation Committee, and directors who are not appointed as outside directors but are to be classified as members of the Audit Committee pursuant to Article 34-4.2 shall be appointed separately.
    25.2 When appointing two or more directors, the cumulative voting system as stipulated in Article 382-2 of the Commercial Act shall not apply.


Article 25-2 Dismissal and Vacancies of Directors
  1. 25-2.1 The dismissal of a director shall be conducted in accordance with Article 385 of the Commercial Act.
    25-2.2 A director shall automatically lose his or her position in the event of any of the following circumstances:
    25-2.2.1. Upon submitting a resignation letter to the Company;
    25-2.2.2. In the event of being declared bankrupt;
    25-2.2.3. In the event of receiving a ruling for the commencement of adult guardianship or limited guardianship;
    25-2.2.4. In the event of death.


Article 26 Term of Office of Directors
  1. The term of office for directors shall be determined at the time of appointment within a maximum period of (3) three years. However, if the term of office expires before the regular general meeting of stockholders concerning the final financial statements, the term shall be extended until the conclusion of that meeting.


Article 27 Chief Executive Officer and Other Officers
  1. 27.1 The Company shall appoint one or more chief executive officers from among the Board of Directors.
    27.2 The chief executive officer shall represent the Company, execute the matters decided by the general meeting of stockholders and the board of directors, and possess the authority and responsibility to make decisions regarding the Company’s day-to-day operations.
    27.3 The Company may establish an executive management team to implement the decisions made by the Board of Directors. Matters concerning the executive management team shall be governed by separate regulations established by the Board of Directors.
    27.4 In the event of the chief executive officer’s incapacity, the duties shall be carried out by a director designated by the chief executive officer. If no designation has been made, the duties shall be performed in order of precedence by the president, vice president, executive director, and senior managing director among the officers.


Article 28 (Deleted)


Article 29 (Compensation)
  1. 29.1 The compensation of directors shall be determined by a resolution of the general meeting of stockholders.
    29.2 The severance compensation for directors shall be governed by the Executive Severance Pay Regulations adopted by a resolution of the general meeting of stockholders.



Chapter 6 Board of Directors and Committees within the Board of Directors

Article 30 Composition and Authority of the Board of Directors
  1. 30.1 The directors of the Company shall constitute the Board of Directors.
    30.2 The Board of Directors has the authority to decide on all significant matters of the Company, except for those matters that are stipulated as requiring a resolution of the General Meeting of Stockholders by law or these Articles of Association.
    30.3 The Board of Directors may establish separate regulations to govern the delegation of authority and other necessary matters related to the operation of the Board.


Article 31 Convening of Meetings
  1. 31.1 The Company shall convene the Board of Directors at least once every quarter, and meetings of the Board shall be convened by the chief executive officer. However, if a director requests the chief executive officer to convene a meeting and notification of the meeting has not been made within five days, that director may convene the meeting directly.
    31.2 The Company shall convene the Board of Directors at least once each quarter, with the meetings being called by the chief executive officer. However, in the event that a director requests the chief executive officer to convene a meeting and notification has not been provided within five days, said director may directly convene the meeting. However, the procedure for convening a meeting may be omitted, or the notice period may be shortened, provided that prior consent is obtained from all directors.
    31.3 The Board of Directors may allow all or some directors to participate in the deliberations through video conferencing or telephone conferencing without being physically present at the meeting. In such cases, the participating director shall be deemed to be present at the meeting of the Board of Directors.


Article 31-2 Observers
  1. The Board of Directors or any committee within the Board may appoint observers who are authorized to attend the meetings of the Board or the committees.


Article 32 Chairperson of the Board of Directors
  1. 32.1 The Board of Directors shall elect a chairperson for a term of one year at the first meeting of the Board following the annual general meeting of stockholders.
    32.2 In the event that the chairperson is absent from the Board of Directors meeting without designating an acting chairperson, the chairperson shall designate the order of succession among the directors who will perform the duties of the chairperson in their absence.
    32.3 In the event that the chairperson is unable to attend the Board of Directors meeting, a temporary chairperson shall be designated from among the inside directors to carry out the duties of the chairperson. If no designation is made, the duties shall be performed in the order established in Article 32.2.


Article 33 Quorum and Adoption of Resolutions
  1. 33.1 Unless otherwise provided by law or these Articles of Association, resolutions of the Board of Directors shall be adopted with the presence of a majority of directors (including any non-executive directors) and the approval of a majority of those present.

    33.2 In the event that a quorum for the meeting, as stipulated in Article 33.1, is not met despite all directors having lawfully received the notice of the Board meeting in accordance with these Articles of Association, a subsequent Board meeting concerning the same agenda shall be convened within three weeks from the original scheduled date, and the Company shall issue notice for this continued or postponed meeting in accordance with Article 31. At such continued or postponed meetings, the quorum shall be deemed to be satisfied with the attendance of a majority of the incumbent directors concerning the agenda originally scheduled for the Board meeting, and resolutions shall be adopted with the approval of a majority of the directors present.


Article 34 Minutes of the Board of Directors
  1. Minutes shall be prepared to document the proceedings and decisions of the Board of Directors. The minutes shall include the agenda items, details of the proceedings, the outcomes, the names of any dissenting directors along with their reasons for dissent, and shall be signed or sealed by the attending directors.


Article 34-2 Committees
  1. 34-2.1 The Company may establish the following committees within the Board of Directors:
    34-2.1.1. Outside Director Candidate Recommendation Committee;
    34-2.1.2. Audit Committee;
    34-2.1.3. Internal Transaction Committee;
    34-2.1.4. Other committees established as deemed necessary by the Board of Directors.
    34-2.2 The details regarding the composition, authority, and operation of each committee shall be governed by internal regulations established by a resolution of the Board of Directors, and in matters not specified in the internal regulations, the provisions applicable to the Board of Directors shall apply mutatis mutandis.


Article 34-3 Outside Director Candidate Recommendation Committee
  1. The Outside Director Candidate Recommendation Committee shall be composed of a majority of outside directors among its total members, and shall be responsible for recommending candidates to the general meeting of stockholders. The Committee shall perform the function of recommending candidates for the appointment of outside directors.


Article 34-4 Composition of the Audit Committee
  1. 34-4.1 The Company shall establish an Audit Committee in lieu of an auditor, in accordance with the provisions of Article 34-2.
    34-4.2 The Audit Committee shall consist of three or more directors. At least two-thirds of the committee members must be outside directors, and any non-outside director serving on the committee must not fall under any of the categories specified in Article 542-10, Paragraph 2 of the Commercial Act.
    34-4.3 Following the appointment of directors at the general meeting of stockholders, the directors shall elect members of the Audit Committee from among themselves. In this case, one member of the Audit Committee shall be appointed as a committee member, separate from the other directors, by a resolution of the general meeting of stockholders.
    34-4.4 The appointment of members of the Audit Committee shall be made by a majority of the voting rights of attending stockholders, provided that the votes represent at least one-quarter of the total number of issued stocks. However, if voting rights can be exercised electronically in accordance with Article 368-4, Paragraph 1 of the Commercial Act, the appointment of members of the Audit Committee may be resolved by a majority of the voting rights of attending stockholders.
    34-4.5 The Audit Committee shall select a representative to act on behalf of the committee by its resolution. In this case, the chairperson shall be an outside director.
    34-4.6 In the event that the number of outside directors falls below the required composition for the Audit Committee as specified in this Article due to resignation, death, or other reasons, the Company must rectify this deficiency at the first general meeting of stockholders convened after the occurrence of such event.
    34-4.7 The appointment and dismissal of members of the Audit Committee shall require the approval of stockholders holding a majority of the total issued stocks, excluding non-voting stocks. Stockholders holding more than three percent (3%) of the total issued stocks (in the case of a majority stockholder, when appointing or dismissing a non-outside director of the Audit Committee, the stocks owned by their related parties and those specified by the Enforcement Decree of the Commercial Act shall be aggregated) shall not exercise voting rights with respect to the stocks in excess of this limit.


Article 34-5 Duties and Functions of the Audit Committee
  1. 34-5.1 The Audit Committee shall audit the Company’s accounting and operations.
    34-5.2 The Audit Committee shall, if necessary, prepare a written statement outlining the purpose and reasons for convening a meeting. It may be submitted to the directors (in the case where there is a convener, it refers to the convener; the same applies hereinafter) to request the convening of a meeting of the Board of Directors.
    34-5.3 If a request is made under Article 34-5.2 and the director does not promptly convene the Board of Directors, the Audit Committee that made the request may convene the Board.
    34-5.4 The Audit Committee may submit a written request outlining the purpose and reasons for convening to the Board of Directors to request the convening of an extraordinary general meeting of stockholders.
    34-5.5 The Audit Committee may request reports on operations from subsidiaries whenever necessary to perform its duties. In such cases, if the subsidiary fails to provide the report promptly, or if there is a need to verify the contents of the report, the Audit Committee may investigate the operations and financial status of the subsidiary.
    34-5.6 The Audit Committee shall select the external auditor of the Company.
    34-5.7 The Audit Committee shall handle matters delegated by the Board of Directors in addition to those specified in Articles 34-5.1 to 34-5.6.
    34-5.8 The Board of Directors shall not have the authority to re-resolve decisions made by the Audit Committee.


Article 34-6 Audit Report
  1. The Audit Committee shall prepare an audit report regarding the audit, which shall include the procedures of the audit and the results thereof. The audit report shall be duly signed or sealed by the members of the Audit Committee who conducted the audit.


Article 34-7 (Appointment of External Auditors)
  1. The Company shall appoint an external auditor selected by the Audit Committee in accordance with the provisions of the Act on External Audits of Stock Companies and shall report such appointment at the regular general stockholders’ meeting convened thereafter. Alternatively, the Company shall notify stockholders through written or electronic documents, or publish such appointment on the Company’s website, in accordance with the Enforcement Decree of the Act on External Audits of Stock Companies.