Board of Directors Regulations
Article 1 (Purpose) The regulations aim to define the matters related to the organization and operations of the Board of Directors.
Article 2 (Scope of Application)
- ① The regulations shall apply to the matters related to the Board of Directors unless otherwise provided in the applicable laws or the articles of incorporations.
- ② The details related to the operations of the Board of Directors may be determined by the Board of Directors Steering Committee.
Article 3 (Composition)
- ① The Board of Directors shall be composed of all directors. The number of outside directors shall be a majority of the total number of directors.
- ② Outside directors may separately be defined in accordance with outside director-related operating regulations.
Article 4 (Role of the Board of Directors)
- ① The Board of Directors shall resolve the matters prescribed in the relevant law or the articles and delegated by resolution of a general meeting of shareholders, basic corporate management policies, and the important matters related to work performance.
- ② The Board of Directors shall have the environment and the system for the risk management, which correspond to the management strategies of the company and its subsidiaries.
- ③ The Board of Directors shall supervise the overall internal control.
- ④ The Board of Directors shall supervise how directors perform their duties.
Article 5 (Directors' Rights and Obligations)
- ① Directors may participate in the decision making process related to the work performance of the company and request the provision of information necessary for job performance through the Board of Directors.
- ② Directors shall follow relevant laws such as the commercial code and internal regulations and faithfully perform their duties for the company as good managers.
- ③ When they find the fact which may significantly damage the company, directors shall immediately report it to the Audit Committee.
- ④ Directors shall neither leak the business secrets of the company obtained while performing their jobs nor use them for self- or the third party's interests even after retirement as well as during their terms of office.
- ⑤ Outsider directors shall submit the confirmation to clarify that they have no special-interest relationships with the corporate management and the major shareholder, which may undermine the neutrality of job performance, to the company when taking office.
Article 6 (Rights and Responsibilities of the Board of Director Related to Subsidiaries and Others)
- ① The Board of Directors shall have the rights to advise, recommend corrective measures, and make a request for data submission in relation to the management issues of subsidiaries within the legal limit.
- ② The Board of Directors and directors shall not do any of the acts described in the following clauses in exercising the rights specified in Section 1:
- 1. Do not undermine the management soundness of subsidiaries and others, consumer rights and interests, and a sound order in financial transactions;
- 2. Do not leak the business secrets of the company obtained while performing their jobs even after retirement as well as during their terms of office;
- 3. Do not violate relevant laws.
- ③ The Board of Directors shall prepare the internal control standards needed to supervise all subsidiaries and others, and appoint a compliance office to check up the compliance.
Article 7 (Chairman of the Board of Directors)
- ① The Board of Directors shall appoint the chairman of the Board among directors according to regulations specified by the Board of Directors every year.
- ② When the chairman of the Board is absent due to unforeseen circumstances, the director shall deputize for the chairman in the exercise of the latter's duties in the order prescribed in advance by the Board of Directors.
- ③ When it appoints a non-outside director as the chairman, the Board of Directors shall appoint the person representing outside directors (hereinafter, referred to as 「the lead outside director」).
- ④ The lead outside director shall perform the work prescribed in the following clauses:
- 1. Convene and preside over the outside directors' meeting composed of all outside directors;
- 2. Support so that outside directors can get work performance status reports and relevant data from executives such as the chairperson of the Board of Directors, the management, and others;
- 3. Perform the works necessary to improve the roles and responsibilities of outside directors.
Article 8 (Representative Director/CEO)
- ① The representative director shall be elected among directors by resolution of the Board of Directors.
- ② The CEO shall perform the matters resolved by the Board of Directors and generalize corporate works in accordance with the determination made by the Board of Directors.
- ③ When the representative director/CEO is absent due to unforeseen circumstances, the executive director shall deputize for the representative director in the exercise of the latter's duties. When the CEO and the executive director are absent, the person determined by the Board of Directors shall deputize for the representative director (Newly established on December 16, 2011.)
Article 9 (Convocation of the Board of Directors Meeting)
- ① There are two types of board meetings, regular and special. The chairperson of the Board of Directors shall convene board meetings.
- ② The regular meeting shall be held once per quarter. On the other hand, the special meeting shall be convened without delay when the chairman recognizes that it is necessary or a majority of the directors on the register, the Audit Committee or the representative director/CEO requests to call a meeting.
Article 10 (Convocation Notice)
When a board meeting is convened, a written convocation notice which the purpose of the meeting is clearly stated shall be given to every directors by fax, telegram, registered mail or electronic means (computer communications, e-mail and others) seven (7) days before the scheduled start date of the meeting. However, the convocation period may be shortened when there is an urgent reason. The convocation procedures may be omitted with the consent of the entire directors.
Article 11 (Resolutions and Others)
- ① The matters specified in the following clauses shall be resolved by the Board of Directors: however, the right may be delegated to the committee within the Board of Directors or the CEO within the limits of the relevant law and the Articles of Incorporation.
- 1. Matters related to the general meeting of shareholders;
- A. Decision on the convocation of the general meeting of shareholders and agenda items submitted for consideration
- B. Approval of the financial statement and the business report
- C. Matters delegated by the General Meeting of Shareholders
- 2. Matters related to general management
- A. Determine the mid to long-term and the annual management plans of the company including subsidiary management plans
- B. Matters related to significant organizational changes such as dissolution, business transfer, and merger (Newly enacted on February 4, 2015.)
- C. Budget and settlement including the remuneration of directors and employees
- 3. Matters related to subsidiary management
- A. The transfer and exclusion of the subsidiary with the amount exceeding 1% of its equity capital per case, and the investment in the existing subsidiaries However, in case of the transfer and exclusion of the company controlled by a subsidiary, the company controlled by a subsidiary, with the investment size less than 1% of the equity capital of the holding company at the time of transfer and exclusion shall be excluded as the case not required to gain the approval of the financial supervisory authority.
- 4. Matters related to the enactment, enforcement, and abolition of important regulations
- A. Matters related to changes in the Articles of Incorporation (Newly enacted on February 4, 2015.)
- B. Matters related to internal governance standards (Newly enacted on February 4, 2015.)
- C. Matters related to the board of Directors regulations and the committee regulations within the Board of Directors
- D. Matters related to the regulations of the Chairman Nomination Committee
- E. Matters related to outside director-related operating regulations
- F. Matters related to the regulations of the Group Executive Nomination Committee (Newly enacted on February 4, 2015.)
- G. Matters related to CEO management succession regulations (Newly enacted on February 4, 2015.)
- H. Matters related to executive officer-related operating regulations
- I. Matters related to executive compensation regulations
- J. Matters related to executive severance pay regulations
- K. Matters related to internal control regulations
- L. Matters related to the regulations of the provision and management of customer information
- M. Matters related to the bylaws to be resolved by the Board of Directors in others
- N. When the regulation specified in the above clauses is enforced or abolished, the enforcement, abolition and simple wording correction caused by a change in the superordinate regulation such as relevant laws, supervisory regulations and the Articles of Incorporation shall be delegated to the representative director/CEO.
- 5. Matters related to directors and others
- A. Matters related to all governance policies and principles (Newly enacted on February 4, 2015.)
- B. Matters related to the establishment of the CEO management succession plan and the management of the CEO candidate group (Newly enacted on February 4, 2015.)
- C. Appointment of the chairman and the lead outsider director
- D. Appointment and dismissal of the CEO
- E. Appointment and dismissal of committee members within the Board of Directors (except audit committee members)
- F. Determination of director candidates (Amended on February 4, 2015.)
- G. Determination of directors' remuneration within the limits delegated by the general meeting of shareholders
- H. Performance evaluation of outside directors
- I. Performance evaluation and compensation for directors and executive officers
- J. Matters related to the approval of the transactions between directors and the company
- K. Matters related to the appointment and dismissal of the compliance officer
- L. Matters related to the appointment of advisors, honorary directors, advisory committee members and others (but, except for the case that it is necessary to carry out a specific contract)
- 6. Matters related to important contracts and lawsuits
- A. The contract with an estimated total value exceeding twenty (20) billion won per case (the service contract exceeding ten (10) billion won per case)
- B. The filing, abandonment and withdrawal of the lawsuit exceeding twenty (20) billion won.
- 7. Matters related to capital and financing
- A. Issue of new shares and capital reduction
- B. Capital transfer from reserves
- C. Borrowing of funds
- D. Issuance of bonds
- 8. Other matters
- A. Granting and cancellation of stock options
- B. Appointment and dismissal of managers
- C. Acquisition of the treasury shares of the company
- D. Payment of the contribution/donation exceeding one (1) billion per case
- E. Matters required to be resolved by the Board of Directors according to the relevant law
- F. Matters specially submitted for consideration by the committee within the Board of Directors.
- G. Other matters deemed necessary by the representative director/CEO
- ② The equity specified in the above clauses shall be based on the latest one among the total ownership interests in the balance sheet at the end of the previous fiscal year or the end of June in the relevant fiscal year before the board meeting in which the relevant agenda item will be submitted for consideration. However, when this standard cannot be applied due to special circumstances, the applicable standard may differently be determined by resolution of the Board of Directors.
- ③ The matters specified in the following clauses shall be reported to the Board of Directors:
- 1. The result of carrying out the resolutions adopted by the Board of Directors
- 2. Resolutions adopted by the committee within the Board of Directors
- 3. Settlement results by quarter
- 4. Matters related to the appointment and dismissal of the management
- 5. Appointment and dismissal of the person responsible for the clerical support organization in the Board of Directors
- 6. Matters defined to be reported to the Board of Directors in other regulations
- 7. Other matters deemed necessary to be reported to the Board of Directors and the representative director
Article 12 (Committees of the Board of Directors)
- ① The Board of Directors may the committees specified in the following clauses. The roles, management and others of these committees shall be defined according to the committee regulations separately defined.
- 1. The Board of Directors Steering Committee
- 2. The Chairman Nomination Committee (Newly enacted on February 4, 2015.)
- 3. The Group Executive Nomination Committee (Newly enacted on February 4, 2015.)
- 4. The Audit Committee
- 5. The Outside Director Nomination Committee
- 6. The Risk Management Committee
- 7. The Management Development and Compensation Committee
- 8. The Audit Committee Member Nomination Committee
- ② The outside director shall not consecutively hold office for more than 2 years in the committee within the Board of Directors. However, an exception shall be made under unavoidable circumstances (for example, when the inconsistency in the end dates of the term in office and a term limit may cause a significant obstacle to the composition of the committee within the Board of Directors) (Amended on February 4, 2015.)
- ③ In addition to the committees specified in Section 1, the special committee may be established by resolution of the Board of Directors when it is necessary for the consideration or resolution of a special issue.
- ④ If necessary, the Board of Directors may delegate some of the matters specified in Section 1, Article 11 to the committee so that it can deliberate or determine them within the limits of the relevant law and the Articles of Incorporation.
- ⑤ The committee shall notify every director of its resolutions. When he/she has any objection to the resolution, the director being notified of the resolution may request the chairman of the Board of Directors to convene a board meeting within three (3) business days after being notified. The Board of Directors may resolve the matter resolved by the committee again. However, the Board of Directors shall not resolve the solution of the Audit Committee again.
Article 13 (Resolution method)
- ① Unless otherwise provided in the law or the Articles of Incorporation, all resolutions of the Board of Directors shall require the attendance of a majority of the directors on the register and the affirmative vote of a majority of directors present at the meeting.
- ② The board of directors may allow all or part of directors to participate in the resolution process through an effective means of two-way communications that all directors can transmit and receive voices at the same time without attending a meeting in person. In this case, the relevant directors shall be deemed to have attended the meeting of the Board of Directors in person (Amended on July 20, 2012.)
- ③ Each director shall have one vote. However, the director who has a special interest in a resolution shall not exercise his/her voting right. In this case, the number of the voting rights which cannot be exercised shall not be included in the number of the voting rights of the directors present at the meeting.
Article 14 (Proposal Description)
The HQ director in charge of the agenda item shall explain the agenda item proposed at the board meeting. When deemed necessary by the chairman, the head of the relevant department may attend the meeting to make an additional explanation for the proposed item and answer questions.
Article 15 (Listening to Other People's Opinions)
When it is necessary for deliberation on an agenda item, the chairman may have the management, relevant employees or external personnel at the Board meeting and listen to their opinions.
Article 16 (Clerical Support Organization in the Board of Directors)
- ① The Department of Strategic Planning shall take charge of the clerical support organization of the Board of Directors for the effective management of the Board of Directors and each committee and the activation of the work support for outside director (Amended on August 22, 2013 and December 29, 2014.)
- ② The clerical support organization of the Board of Directors shall assist the Board of Directors and support the activities of the Board of Director such as the provision of management information. It shall help outside directors to receive the support or consultation from executives and staff members or external experts when it is necessary to perform their duties. It also supports required expenses within a reasonable range.
- ③ The Executive Secretariat shall take charge of the matters related to the protocol of the Board of Directors (Amended on December 28, 2012 and March 31m 2014.)
제17조(Minutes)
- ① The agenda items, methods, procedures, results, dissenting directors and dissenting opinions shall be written in the board of director meeting minutes. The chairman and a directors present at the meeting shall sign/seal or sign.
- ② The head of the strategic planning department shall attend the meeting to write the minutes (Amended on August 22, 2013 and December 29, 2014.)
- ③ The minutes shall be written and sent to every director within fourteen (14) days after the end date of the Board meeting. However, the period may be extended with the chairman's approval when it is absolutely necessary.
- ④ When it should urgently be submitted under any other circumstances such as the submission at the request of the supervisory authority, the minutes may be submitted to the relevant authority with the chairman's approval before it is approved.
Additional Provision
Article 1 (Enforcement Date) This regulation shall enter into force on March 15, 2011
