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)
- 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.
- ②The board of directors shall supervise the execution of the duties of the directors.
Chapter 2 Composition
Article 4 (Composition)
The board of directors will be fully composed of directors.
Article 5 (Chairperson)
- 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.
- ②If the Chair of the BoD is unable to perform their duties due to unavoidable circumstances, a director designated by the Board shall act on behalf of the Chair.
Chapter 3 Meetings
Article 6 (Types)
- ①The board meetings will consist of regular and temporary meetings.
- ②Regular Board meetings shall, in principle, be held once per quarter.
- ③Temporary board meetings will be held from time to time as deemed necessary.
Article 7 (Persons Authorized to Convene)
- ①The Board shall be convened by the Chair (or a director designated by the Board) by notifying all directors and auditors.
- 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)
- ①When convening a BoD meeting, the date, time, venue, and agenda must be communicated to all directors and auditors via letter, e-mail, SMS, or verbally at least one day in advance.
- 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)
- 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.
- 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.
- ③Directors who are involved with a special interest in the resolution of a board meeting cannot exercise their voting rights.
- 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.
- ⑤No director shall exercise their voting right on any resolution by proxy.
Article 10 (Agenda)
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①The agenda of the board of directors are as follows.
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1. Matters concerning the general meeting of shareholders.
- (1) Matters concerning the convening of a general meeting of shareholders.
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(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.
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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) Decision on Joint Representative.
- (5) Establishment, operation, and the abolition of committees (excluding audit committees) within the board of directors.
- (6) Appointment and dismissal of members (excluding audit committees) on the board of directors.
- (7) Reconsideration of resolutions of the committee within the board of directors, but not for the resolution of the audit committee.
- (8) Appointment and dismissal of the manager and the changes to the location of the manager.
- (9) Appointment and dismissal of the compliance officers and the establishment, revision, and the abolition of compliance guidelines.
- (10) Enactment, amendment, or abolition of important company rules and regulations, including job approval regulations.
- (11) Establishment, relocation, or closure of domestic and overseas branches, sales operations, offices, local corporations, and business sites.
- (12) Matters related to the company’s merger, spin-off, merger division, comprehensive stock exchange, comprehensive stock transfer, etc.
- (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) Matters related to capital expenditures (CapEx), including investment in new facilities or facility expansions, for amounts exceeding KRW 3 billion per case.
- (17) Acquisition or disposal of assets exceeding KRW 1 billion per case, and any related or accompanying liabilities (regardless of whether through transfer/sale, lending/borrowing, lease, licensing, or any other form).
- (18) Investment in equities of another legal entity or disposition of such equities.
- (19) Establishment of joint ventures.
- (20) Transactions made with or for specially interested persons, including shareholders and affiliated companies (including investment, lending, provision of collateral, provision of guarantee, assumption of debt, borrowing, other liabilities, equivalent transactions, and changes in principal terms).
- (21) Any increase exceeding KRW 3 million from the initially approved amount for investment, guarantee, collateral provision, acquisition, or financing approved by the BoD based on items (16) through (20).
- (22) Conducting or participating in a shareholder derivative suit.
- (23) Donation of KRW 10 million or more, provided, however, that emergency relief for natural disasters such as typhoons, floods, fires, earthquakes, etc., or donation under the Social Welfare Community Chest Act may be executed in advance and reported subsequently.
- (24) Matters related to major ESG activities.
- (25) Application or commencement of the Company’s dissolution, liquidation, rehabilitation, bankruptcy, workout, or similar procedures.
- (26) Appointment of transfer agents and the location and scope of their delegated duties.
- (27) Execution of voting rights in other corporations financed by the company.
- (28) Matters related to significant lawsuits involving claims over KRW 1 billion.
- (29) Business transfer (takeover or handover) of all or a significant part of the business, lease or delegation of the entire business, agreements to share all business profits and losses with others, and the conclusion, modification, or cancellation of other equivalent agreements.
- (30) Discontinuation or abandonment of all or part of existing businesses.
- (31) Decisions on matters related to entering into new businesses.
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3. Financial matters
- (1) Changes in the capital structure (including capital increase, capital reduction, convertible bonds, and issuing equity securities, such as warrant bonds)
- (2) Offering and issuance of bonds for subscription.
- (3) Borrowing, guaranteeing, or providing collateral for funds over KRW 10 billion per case.
- (4) Transfer of reserves to capital.
- (5) Matters related to dividends (whether or not to pay dividends, the amount of dividends, payment date, and other necessary details)
- (6) Changes in the Company’s accounting standards.
- (7) Interim dividends.
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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.
- (4) Approval of a director’s involvement in competitive transactions or holding concurrent positions as stipulated by Article 397 of the Commercial Act.
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5. Personnel and Organizational Management
- (1) Employment or (re)appointment (including entering into agreements for this purpose), dismissal, and other personnel actions (including promotion, change of assignment, appointment, or concurrent employment) of the Company’s division heads, general managers, BU heads, or higher.
- (2) Establishment, changes, or abolition of divisions and BUs.
- (3) Establishment of policies on bonuses, special retirement pay, separation pay, or performance-based incentives, including unregistered executives, setting key performance indicators (KPI) standards for, and evaluating and enforcing them accordingly.
- (4) Payment of bonuses, special retirement pay, separation pay, or performance-based incentives outside of accepted business processes, employment regulations, or working conditions.
- (5) Granting and revoking stock options.
- (6) Subscription to executive liability insurance and other matters related to indemnification of executives.
- (7) Matters related to the remuneration of executives (including payment).
- (8) Employment or (re)appointment of advisors (including entering into agreements for this purpose), dismissal, and other personnel actions (including promotion, change of assignment, appointment, dispatch, or concurrent employment)
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6. 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.
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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. Results of the execution of voting rights in other corporations financed by the Company
- 6. Other matters regarding the business execution deemed to be important for management
- 7. Other matters that are stipulated in the relevant laws and regulations to be specifically subject to BoD reporting
- ③The Committee shall notify all directors and auditors who are not members of the Committee of its resolutions.
Article 10-2 (Delegation)
- 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.
- 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.
- 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)
- ①In principle, the director in charge of the proposal submitted to the board of directors shall explain the proposal.
- 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)
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①Where necessary for a prompt and efficient decision-making process, the Board of Directors may organize various committees.
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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.
- ③Unless otherwise provided for in relevant statutes, articles of incorporation, or this regulation, the committee shall consist of two or more directors.
- ④The committee shall select a person to represent the committee by the resolution of the board of directors.
- 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)
Auditors may attend the BoD meetings and express their opinions.
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)
- 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.
- 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)
- ①The minutes regarding the resolutions of the board of directors shall be prepared.
- ②The minutes shall include the meeting agenda, proceedings, outcomes, dissenters, and their reasons and shall be sealed or signed by the attending directors and auditors.
- ③Shareholders may request to view or copy the minutes of the board of directors within business hours.
- 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)
- ①A secretariat may be established to administer the operations of the BoD and its committees.
- 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.
- ③The BoD secretariat shall consist of one (1) secretary-general and secretariat staff appointed by the Chair based on the job assignment regulations.
- 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.
- 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 December 22, 2021.
Addendum
This regulation shall enter into force on Feb. 07, 2024.
Addendum
This regulation shall enter into force on August 20, 2024.
