Governance Structure

Chapter 1 General Provisions

Article 1 (Purpose)

The purpose of this regulation is to stipulate the necessary matters for the efficient operation of the board of directors.

Article 2 (Scope of Application)

The matters concerning the board of directors shall be governed by this regulation unless otherwise stipulated in statutes or in the articles of incorporation.

Article 3 (Definition of Terms)

1. ①The board of directors shall deliberate and vote on the important matters stipulated in the statutes or the articles of incorporation, matters delegated by the general meeting of shareholders, basic policies of company management, and business execution.
2. ②The board of directors shall supervise the execution of the duties of the directors.

Article 3-2 (Implementation of the Management Philosophy)

1. ①The board of directors shall develop practical methods for the solid realization of the company's management philosophy and continue to improve them.
2. ②The board of directors shall implement the company's management philosophy as a basis for its business activities and execute it to maintain and develop the corporate culture of "SK."
3. ③The board of directors shall endeavor to enhance the value of the SK Brand.
4. ④If deemed necessary to maintain and develop the value of the SK Brand and the corporate culture of SK, the board of directors shall establish and implement mutual plans of cooperation with other companies that share the corporate culture with SK Brand.

Chapter 2 Composition

Article 4 (Composition)

The board of directors will be fully composed of directors.

Article 5 (Chairperson)

1. ①The chairperson of the board of directors will be appointed by the board of directors, and the term of the chairperson of the board of directors shall be the tenure of the director.
2. ②In the event that the chairperson of the board of directors is unable to perform their duties, the representative director shall act on their behalf. In the event that the representative director is unable to perform such duties, the matter shall be decided by the board of directors.

Chapter 3 Meetings

Article 6 (Types)

1. ①The board meetings will consist of regular and temporary meetings.
2. ②In principle, regular board meetings will be held once a month.
3. ③Temporary board meetings will be held from time to time as deemed necessary.

Article 7 (Persons Authorized to Convene)

1. ①The chairperson of the board of directors or the representative director will notify each director to convene a meeting.
2. ②Any other director or auditor not designated as a person with convocation authority under the provisions of the preceding paragraph may request the convocation of the Board of Directors by explaining the agenda and reason to the person with convocation authority. If the person with convocation authority refuses to convene the Board of Directors without justifiable reasons, the director or auditor who requested the convocation of the Board of Directors may convene it.

Article 8 (Convocation Procedures)

1. ①When convening a board meeting, the date of the meeting must be fixed and the date, location, and agenda of the meeting must be sent to each director by letter, e-mail, SMS, or verbally seven days prior to the meeting.
2. ②The convocation procedure under Paragraph ① for the Board of Directors may be skipped upon unanimous agreement by all directors and auditors.

Article 9 (Resolution Methods)

1. ①Unless otherwise provided in the statutes, the attendance of the majority of all directors present shall be necessary for the resolutions of a board meeting. However, for the resolution of matters falling under Article 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets) and Article 398 (Transactions between Directors, etc. and Company) of the Commercial Act, at least two-thirds of the number of directors shall be necessary.
2. ②The board meeting may allow all or some of the directors to participate in resolutions through telecommunication methods that simultaneously transmit and receive the audio for all directors without the directors attending in person, and the director shall be deemed to have attended the board meeting in person.
3. ③Directors who are involved with a special interest in the resolution of a board meeting cannot exercise their voting rights.
4. ④The number of directors unable to exercise their voting rights pursuant to Paragraph 3 shall not be included in the total number of directors present.
5. ⑤No director shall exercise their voting right on any resolution by proxy.

Article 10 (Agenda)

1. ①The agenda of the board of directors are as follows.
   • 1. Matters concerning the general meeting of shareholders
     • (1) Matters concerning the convening of a general meeting of shareholders
     • (2) Proposal of matters requiring the approval (reporting) of the general meeting of shareholders
       • - Approval of financial statements (including consolidated financial statements)
       • - Changes in the articles of incorporation
       • -The dissolution and merger of the company
       • - A decrease in capital
       • - Approval of business reports
       • - Deliberation on whether to submit a shareholders' proposal as an agenda for the general meeting of shareholders
       • - Other agendas to be submitted to the general meeting of shareholders
   • 2. Matters concerning the management
     • (1) Decisions and changes of the basic policy regarding company management
     • (2) Approval of management plans (including budgets)
     • (3) Appointment and dismissal of the CEO
     • (4) Establishment, operation, and the abolition of committees (excluding audit committees) within the board of directors
     • (5) Appointment and dismissal of members (excluding audit committees) on the board of directors
     • (6) Reconsideration of resolutions of the committee within the board of directors, but not for the resolution of the audit committee
     • (7) Appointment and dismissal of the manager and the changes to the location of the manager
     • (8) Appointment and dismissal of the compliance officers and the establishment, revision, and the abolition of compliance guidelines
     • (9) Establishment, revision, and the abolition of the corporate governance charter
     • (10) Stipulation, revision, and the abolition of important company rules and regulations
     • (11) Establishment, relocation, or the closing of branches
     • (12) Decisions on simplified share swaps, simplified merger, simplified merger after divestiture, small-scale share swaps, small-scale merger, and small-scale merger after divestiture
     • (13) Revision or abolition of the board regulations
     • (14) Establishment, revision, and the abolition of committee regulations within the board of directors
     • (15) Establishment, revision, and the abolition of internal accounting management regulations
     • (16) Investment or withdrawal of an existing business that is equal or more in amount to 1.5% of the company's equity capital at the end of the preceding business year (based on sales of the preceding year)
     • (17) Provision of guarantees or securities that is equal or more in amount to 1.5% of the company's equity capital at the end of the preceding business year
     • (18) Acquisition or disposition of assets that is equal or more in amount to 1.5% of the company's equity capital (Based on the acquisition value. However, includes cases where the disposal value is equal to 1.5% of the company's equity capital at the end of the preceding business year even if the acquisition value is less than 1.5% of the company's equity capital at the end of the preceding business year) at the end of the preceding business year
     • (19) Disposition of shareholdings or equity shares of other companies that is equal or more in amount to 1.5% of the company's equity capital (Based on the acquisition value. However, includes cases where the disposal value is equal to 1.5% of the company's equity capital at the end of the preceding business year even if the acquisition value is less than 1.5% of the company's equity capital at the end of the preceding business year) at the end of the preceding business year. However, the acquisition of securities for investment purposes related to funding the management shall be excluded.
     • (20) Matters determined by the board of directors as stipulated in the Monopoly Regulation And Fair Trade Act among the provision or transaction of funds, securities, assets, goods, and services for with special relationships (including major changes)
     • (21) Execution or participation in the litigation of representative suits by shareholders
     • (22) Pursuant to Items (16) to (19), if the amount of the provision, acquisition, disposal, and funding of the investment, guarantee, security, and investment increases by more than 20% compared to the initial amount approved by the board of directors
     • (23) Matters of the board of directors stipulated in relevant statutes such as the Commercial Act for transactions with the largest shareholders and persons of special relationships
     • (24) Development and modification of the practices for the realization of the management philosophy set forth in Article 3-2 Paragraph 1 of this regulation
     • (25) Donations of more than one billion KRW for the relief of natural disasters such as typhoons, floods, fires, earthquakes, etc. under the Community Chest of Korea Act may be reported after the execution
   • 3. Financial matters
     • (1) Issuance of new shares
     • (2) Offering and issuance of bonds for subscription
     • (3) Borrowing of funds that exceed an amount equivalent to 5% of the company's equity capital at the end of the preceding business year
   • 4. Matters concerning directors
     • (1) Appointment or dismissal of the duties of the director
     • (2) Approval of transactions between the company and a director or a person as stipulated in Article 398 of the Commercial Act
     • (3) Approval of the use of business opportunities by the director as stipulated in Article 397-2 of the Commercial Act
   • 5. Other matters
     • (1) Matters determined by board meeting resolutions as stipulated in the articles of incorporation
     • (2) Matters to be specifically determined by board meeting resolutions or approval as stipulated in relevant statutes and regulations
     • (3) Matters delegated by the general meeting of shareholders and deemed necessary by the chairperson of the board of directors or the representative director
2. ②Directors (or the relevant executive in charge of the relevant duty if the person in charge of the specific duty is decided independently) shall report the following matters to the board of directors.
   • 1. Quarterly and semi-annual business performance
   • 2. Report on the operation status of the internal accounting management system
   • 3. Evaluation report on the operation status of the internal accounting management system
   • 4. Matters acknowledged by the audit committee as the director violating or likely to violate the statutes or the articles of incorporation
   • 5. Other matters regarding the business execution deemed to be important for management
3. ③The committee must notify all directors who do not belong to the committee regarding the resolutions

Article 10-2 (Delegation)

1. ①Except for matters that must be decided by the board of directors such as those stipulated in statutes, the articles of incorporation, or this regulation, the representative director is entrusted with the authority to decide and execute the resolution.
2. ②Within the scope of the authority delegated by the board of directors, the representative director may delegate or entrust the execution of a matter to an executive in charge of relevant affairs.
3. ③In the event that the representative director is unable to perform their duties, the director designated by the representative director shall act on their behalf, and if no director has been designated by the representative director, the board of directors shall decide

Article 10-3 (Explanation of Proposals)

1. ①In principle, the director in charge of the proposal submitted to the board of directors shall explain the proposal.
2. ②If necessary in the deliberation of the proposal, the chairperson may have executives, employees, external experts, etc. who are not a member of the board of directors attend and explain the proposal or express their opinions

Article 11 (Committees within the Board of Directors)

1. ①Where necessary for a prompt and efficient decision-making process, the Board of Directors may organize various committees.
   Auditors may attend the Board of Directors to state their opinions.
   • 1. Independent Director Candidate Recommendation Committee
   • 2. Audit Committee
   • 3. ESG Committee
2. ②The board of directors may delegate its authority to the committee except for the following cases.
   • 1. Proposals requiring the approval of the general meeting of shareholders
   • 2. Appointment and dismissal of the CEO
   • 3. Establishment of the committee and the appointment and dismissal of its members
   • 4. Other matters stipulated in the statutes and articles of incorporation
3. ③Unless otherwise provided for in relevant statutes, articles of incorporation, or this regulation, the committee shall consist of two or more directors.
4. ④The committee shall select a person to represent the committee by the resolution of the board of directors (except for the audit committee).
5. ⑤The regulations on the composition, convocation, resolution, authority, operation, etc. of each committee shall follow the provisions of each committee

Article 12 (Attendance of the Auditor) Deleted (2021. 3. 24)

Article 12-2 (Attendance of Related Persons)

If deemed necessary, the chairperson may invite related executives and/or outsiders to listen to their opinions.

Article 13 (Right to Supervise the Duties of Directors)

1. ①When the board of directors deems that a director is violating the statutes or the articles of incorporation, handles it in a significantly unreasonable manner, or is likely to execute it as such, the board of directors may request the director in question to submit, investigate, and explain the relevant data.
2. ②In the case of Paragraph 1, the board of directors may request to suspend or modify the execution of the relevant duty.

Article 14 (Minutes)

1. ①The minutes regarding the resolutions of the board of directors shall be prepared.
2. ②Meeting minutes shall include the agenda, the course of the proceedings, the results, opposing members, and reasons for opposition. The minutes shall be sealed or signed by the attending directors and auditors.
3. ③Shareholders may request to view or copy the minutes of the board of directors within business hours.
4. ④The company may turn down the request under Paragraph 3 with reason. In such an event, the shareholder may view or copy the minutes of the board of directors with the permission of the court.

Article 15 (Secretariat and Secretary of the Board of Directors)

1. ①The board of directors secretariat shall be established to handle the affairs of the board of directors and the committees within the board of directors.
2. ②The secretariat of the board of directors shall be directed and supervised by the chairperson, assist each director, and be in charge of the affairs of the board of directors.
3. ③The secretariat of the board of directors shall consist of one secretary general and member to assist the secretary general, and the representative director shall appoint and dismiss the secretary general and members of the secretariat in accordance with the duties.
4. ④The secretary general of the board of directors shall govern the board of directors, and one of the secretariat members may be designated as the assistant secretary to act as the delegate.
5. ⑤The secretariat of the board of directors may request assistance from any organization in the company in relation to the work of the board of directors and committees within the board of directors, and the requested organization shall actively cooperate.

Addendum

This regulation shall enter into force on March 3, 2008.

Addendum

This regulation shall enter into force on May 2, 2019.

Addendum

This regulation shall enter into force on March 4, 2020.

Addendum

This regulation shall enter into force on March 24, 2021.

Addendum

This regulation shall enter into force on Feb. 07, 2024.