Corporate Governance Charter

Enacted on October 8, 2021
Amended on February 7, 2024

Full text

SK Rent-a-Car Co., Ltd. (hereinafter referred to as the "Company") must continuously achieve stability and growth to permanently continue and develop. The Company will create value for the customers, shareholders, and society, play a key role in social and economic development, and further contribute to the overall happiness of mankind.
The company must increase the corporate value to continuously create shareholder values, contribute to economic development, and grow together with society by creating social values. At the same time, the company must strive to achieve the harmony and balance of the happiness of its stakeholders and consider the present and future happiness for long-term sustainability.
The Company clearly recognizes the significance of establishing sound corporate governance to realize this management philosophy. Therefore, the Company hereby declares the "SK Rent-a-car Corporate Governance Charter" to establish, maintain, and further enhance sound corporate governance.

Chapter 1 Protection of the Rights of Shareholders

Article 1(Rights of Shareholders)

①Shareholders have basic rights based on the rights of shareholders.
② Matters that will significantly change the existence of the company and shareholder rights shall be decided at the general meeting of shareholders in a way that will guarantee the rights of shareholders as much as possible.
③The company shall guarantee one vote per share.
④The essential rights of shareholders shall not be infringed upon. In addition, restrictions on voting rights for specific shareholders should be limited as stipulated by the statutes.

Article 2(General Meeting of Shareholders)

①The company shall provide the shareholders with sufficient information on the date, time, place, and agenda of the general meeting of shareholders in a sufficiently advanced period of time, and the date, time, and location of the general meeting of shareholders shall be decided to allow the shareholders to participate as much as possible.
②The company shall propose separate agendas so that the opinions of the shareholders can be accurately reflected on important agendas.
③The company shall enable the shareholders to exercise their voting rights as easily as possible.
④Resolutions at the general meeting of shareholders must be decided on transparently and fairly, and the board of directors must faithfully respond when the shareholders inquire and request explanations regarding the agenda at the general meeting of shareholders.

Chapter 2 Leadership of the Board of Directors

Article 3(Roles and Responsibilities of the Board of Directors)

①The board of directors must be of a size allowing for an effective and thoughtful discussion and decision-making and must be composed of a sufficient number of directors to activate the committees established within the board of directors.
②The board of directors shall have independent directors who can function independently from the management and controlling shareholders, and the independent directors shall constitute the majority of the total number of directors.
③The board of directors must consist of competent persons with the expertise to make substantial contributions to corporate management, and the tenure of the appointed directors must be respected.
④The board of directors shall be composed of directors from various backgrounds.

Article 4(Roles and Responsibilities of Directors)

①The directors shall perform their duties with due diligence as a good manager and make reasonable decisions by investing sufficient time and effort with sufficient information.
②The directors shall not divulge any confidential company secrets they obtained in connection with the performance of their duties to outsiders or use the benefit of themselves or a third party.
③The directors must not exercise their authority for the interests of themselves or a third party and must always pursue results that are in the best interests of the company and shareholders.
④When a director violates the statutes, articles of incorporation, or their duties, they shall be liable for the damages caused to the company. If the director had malicious intent or gross negligence, they shall also be liable for damages to third parties.

Article 5(Composition of the Board of Directors)

①The board of directors must be of a size allowing for an effective and thoughtful discussion and decision-making and must be composed of a sufficient number of directors to activate the committees established within the board of directors.
②Delete.
③ The board of directors must consist of competent persons with the expertise to make substantial contributions to corporate management, and the tenure of the appointed directors must be respected.
④The board of directors shall be composed of directors from various backgrounds.

Article 6 <Delete>

Article 7(Operation of the Board of Directors)

① As the leader of the board, the chairperson of the board of directors shall encourage an active discussion culture and lead the board of directors constructively.
②To ensure the efficient operation of the board of directors, the authority, responsibility, and operation procedures of the board of directors shall be in accordance with the regulations of the board of directors.
③In principle, regular board meetings shall be held once a month with temporary board meetings held from time to time as deemed necessary.
④Delete.
⑤The board of directors may delegate the authority to the representative director or committees within the board of directors except for important matters stipulated by the statutes, articles of incorporation, and the regulations of the board of directors.
⑥The board of directors may seek assistance from the external experts at the expense of the company as deemed necessary.

Article 8(Committees within the Board of Directors)

①The board of directors may establish committees within the board of directors to enhance the professional and efficient operation of the board of directors.
②The committee within the board of directors shall consist of an appropriate number of people, and the purpose, detailed operation, and authority shall follow the regulations of the board of directors and each committee.

Chapter 3 Role of Audi Systems

Article 9 (Auditors)

①Auditors constitute the Company’s internal audit system and shall promote compliance management and transparent management.
②Auditors shall independently perform duties prescribed by laws, regulations, and the Articles of Incorporation regarding accounting and business audits.
③The Company’s auditors shall comprise at least one person.
④Auditors shall have free access to information necessary for audit work and may seek professional assistance at the Company’s expense if necessary.
⑤Auditors shall report their major activities to the general meeting of shareholders, and the CEO shall disclose them in accordance with relevant laws and regulations through business reports or other measures.
⑥The Company shall establish a code of ethics and publish it on its website.

Article 10 (External Audit)

①External auditors maintain independence from the company, management, and controlling shareholders.
②External auditors attend general shareholders' meetings and explain any questions shareholders may have regarding the audit report.
③External auditors report important matters identified during external audit activities to the auditor and communicate regularly.

Chapter 4 Communication with Shareholders and Stakeholders

Article 11(Communication with Shareholders and Stakeholders)

①The company shall communicate with shareholders and various stakeholders to contribute to the sustainable growth of the company.
②To share joy and happiness with customers, the company shall respect the diverse opinions of the customers and actively reflect them in the company's business activities.
③The company shall pursue mutual benefits and joint development with its partners.
④Article 13, Paragraph ⑥ shall apply with respect to the communication under this Article.

Article 12 (Communication with Members)

①The company shall faithfully comply with the Labor Standards Act and other relevant statutes and strive to improve the working conditions and environment of its employees.
②The Company shall organize a council as required by laws and regulations and strive to communicate with its members actively.
③The company shall contribute to the growth and happiness of its members with a foundation built on a firm management philosophy.
④Article 13, Paragraph ⑥ shall apply with respect to the communication under this Article.

Article 13 (Disclosure of Information)

①The company shall provide stakeholders with the necessary information in a timely and fair manner and, in addition to disclosures required by law, disclose matters that may significantly impact decision-making.
②The company shall provide the shareholders with the necessary information in a timely and fair manner and disclose matters in addition to those that are required by the statutes and regulations that may significantly impact the decisions of the relevant parties.
③The CEO and the person in charge of the company's finances shall certify the accuracy and completeness of the financial report..
④The company shall strive to disclose contents as easily as possible for the stakeholders to understand and to make use of.
⑤The company shall designate a person in charge of the disclosure and establish an internal information delivery system that will promptly deliver the important information of the company to the person in charge of delivery.
⑥Paragraphs ① and ② shall be carried out fairly and equitably for all shareholders and stakeholders.

Addendum

This regulation shall enter into force on October 8, 2021.

Addendum

This regulation shall enter into force on February 7, 2024.

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