Directors and Board of Directors

(1) The Company shall have three (3) to eleven (11) Directors who shall be elected at the General Meeting of Shareholders; provided, however, more than half (1/2) of the total number of the Directors shall be comprised of Outside Directors who shall be recommended by the Recommendation Committee on Candidates for Outside Directors.

(2) A resolution for the election of Directors shall be adopted by an affirmative vote of a majority of the voting shares of the Company present at the General Meeting of Shareholders and one- fourth (1/4) of the total number of the issued and outstanding shares. However, the concentrated vote shall not apply to the election of Directors.

The term of office of a Director shall be three (3) years; provided, however, that the term of office of a director shall be extended until the closing of the Ordinary General Meeting of Shareholders convened with respect to the fiscal year which is the last ending during his term in office.

(1) In the case of any interim vacancy of a director, a substitute director shall be elected at an Extraordinary General Meeting of Shareholders. However, if the number of Directors is not fewer than that required by law and such a vacancy is not deemed prejudicial to the execution of business, the supplementary election for a vacancy may be withheld or suspended until the re-election day at the next Ordinary General Meeting of Shareholders.

(2) The term of directors elected to fill a vacancy shall be the remaining term of his predecessor.

(1) The Company shall appoint one (1) or more Representative Directors from among directors by a resolution of the Board of Directors, and the Representative Directors shall respectively represent the Company.

(2) The Company may appoint an Honorary Executive Chair, by a resolution of the Board of Directors, from among the founder or a Representative Director and Executive Chair who has rendered distinguished services to the Company.

(1) The Representative Director shall represent the Company and shall be responsible for the general administration of the business of the Company.

(2) In the absence or incapacity of the Representative Director, the President, Vice Presidents, .... shall act for him in such order of priority.

(1) With respect to the remuneration for Directors and any expenses and costs necessary for their services, the Board of Directors shall decide whether or not to pay the foregoing and the amount thereof, within the maximum amount determined by a resolution of the General Meeting of Shareholders.

(2) Severance allowance for Directors shall be paid in accordance with the Regulation on Personnel Administration of Management Officers.

(1) The Directors shall be responsible to the Company and any third party for the negligence of their duties, etc. in accordance with the Korean Commercial Code and other laws.

(2) In accordance with the above provision, a monetary responsibility cap for the directors’ negligence of their duties is sixfold of (in case of outside directors, threefold of) his or her compensation of one year from the day prior to such event. However, if the director caused damage by intentional or significant malpractice, or if the relevant code does not adopt the monetary responsibility cap, then the company shall not adopt the monetary responsibility cap.

(3) The Directors shall perform their duties in good faith for the Company under the provisions of relevant laws and these Articles of Incorporation.

(4) The Company shall indemnify the Directors and Auditors from any legal expenses, losses, damages or liabilities borne or paid by them in relation to the service of their duties; provided that such loss, damages or liabilities are not incurred by the breach of the relevant Director’s obligation due to its willful misconduct or gross negligence and that such indemnification by the Company is permitted by law.

(1) The Board of Directors of the Company shall comprise the Directors and shall resolve the matters prescribed in the laws and regulations and these Articles of Incorporation and those important matters related to the administration of the business of the Company, and shall supervise the execution of business by the Directors and Management Personnel of the Company.

(2) The Board of Directors may establish any separate regulations which prescribe matters concerning the delegation of its rights, the constitution of a sub-committee under its control, and other matters necessary for the operation of the Board of Directors.

(3) Meetings of the Board of Directors shall be convened by the Executive Chair of the Board of Directors or any Director determined thereby. Notice of convening the meeting shall be given in writing or verbally to each of the Directors and Auditors, by one (1) day prior to the date set for such meeting; provided that, when the consent of all the Directors and the Auditors has been obtained, a meeting of the Board of Directors may be held without conforming to these procedures.

(4) A resolution of the Board of Directors shall be adopted by the majority vote of the Directors present at the relevant meeting at which 50% of all Directors of the Company are present. However, the company shall follow relevant provisions if the relevant provision states otherwise.

(1) The Executive Chair of the Board of Directors shall be elected with the term of three (3) years at the first Board of Directors meeting to be held after the Ordinary General Meeting of Shareholders.

(2) If the event that the Executive Chair of the Board of Directors is absent at the Board of Directors meeting and does not designate a temporary Executive Chair to act for him, the Board of Directors shall decide the order of priority of the Directors to serve as Executive Chair of the Board of Directors in his place.

(3) If the Executive Chair is not able to attend the Board of Directors meeting, he shall designate a temporary Executive Chair from among the Directors to act for him. In the event that he fails to designate as such, a Director shall serve as Executive Chair of the Board of Directors in the order of priority provided in Paragraph (2) above.

The Executive Chair of the Board of Directors shall propose the agenda to be considered thereat; provided, however, if any Director intends to propose an agenda, he/she shall present the details thereof to the Executive Chair of the Board of Directors.

(1) The Company shall have the Management Personnel for the enforcement of matters determined by the Board of Directors.

(2) Matters concerning the Management Personnel shall be determined by the separate regulation of the Board of Directors.

(1) The company may issue a corporate bond upon the approval of the Board of Directors.

(2) The Board of Directors may authorize representative directors to issue corporate bonds within a period of one year after the Board of Directors determines the amount and terms of corporate bonds.

(1) The Representative Director shall annually establish safety and health plans of the Company in accordance with applicable laws and regulations including the Occupational Safety and Health Act,
(2) In accordance with the above provision, the Company shall report its safety and health plans to the board of directors and obtain the approval thereof.

(1) The Company shall maintain the Minutes of the proceedings of the Board of Directors.

(2) The agenda, substance of the proceedings of the meeting of Board of Directors, the result thereof, name of Directors who objected to a resolution, and the reason thereof shall be recorded in the minutes, to which the Executive Chair and all directors present shall affix their respective seal impressions next to their printed names or affix their signatures.

(1) The Recommendation Committee on Candidates for Outside Directors, the Audit Committee, the Remuneration Committee and the Sustainability Management Committee shall be established as Sub-Committees under the Board of Directors and, other Sub-Committees may be established that deliberate and decide the management strategies of the Company or such other matters as delegated by the Board of Directors.

(2) The Sub-Committee under the Board of Directors shall consist of two (2) or more Directors, and matters relating to composition and operation thereof shall be decided by resolutions of the Board of Directors. 

(3) Any matter that falls under any of the following categories shall not be delegated to a Sub-Committee:

1. Proposal of any matter that requires approval from the General Meeting of Shareholders;

2. Appointment and dismissal of the Representative Director;

3. Establishment of a Sub-Committee, and appointment and dismissal of its members; or

4. Any other matter decided by the Board of Directors.

(4) Each Sub-Committee shall give notice of its resolutions to each Director. In this case, a Director upon the notification may request the convening of a Board of Directors’ meeting and the Board of Directors may resolve otherwise on the matter already resolved at the relevant Sub-Committee.

The Majority of the Committee members shall be composed of Outside Directors. The Committee shall recommend candidates for Outside Directors who shall be elected at the General Meeting of Shareholders.

(1) The Audit Committee shall consist of three (3) or more Directors; provided, however, that two-thirds (2/3) or more of the total number of the members shall consist of Outside Directors. However, in the event that the number of Outside Directors fails to satisfy the two-thirds (2/3) requirement for constitution of the Audit Committee due to vacancy, such vacancy should be filled at the first General Meeting of shareholders convened after such vacancy has occurred.

(2) An appointment and/or dismissal of members of the Audit Committee shall be adopted at the General Meeting of Shareholders by means of resolution determined in relevant laws and regulations including the Commercial Code, etc.

(3) Members of the Audit Committee shall be qualified under the relevant laws and regulations including the Commercial code, etc.

(4) The Audit Committee shall appoint the person who shall represent the Committee out of members who are Outside Directors by its resolution. Two or more of the members may be appointed to represent the Committee jointly.

The Company may set up a Committee outside the Board of Directors which may consist of Director(s), management personnel, and/or outsiders, to the extent necessary, to carry out a specific corporate action. (amended on March 9, 2007)

(1) The Audit Committee shall audit the conduct of Directors’ duties.

(2) The Audit Committee shall audit the accounting and the conduct of the business of the Company, and prepare an audit report with respect to the financial statements of the Company and report to the General Meeting of Shareholders.

(3) The Audit Committee may, at any time, access or make copies of books, records and documents related to the accounting of the Company. The Auditors may also request any Director to report with respect to the business, or may investigate all business and financial conditions of the Company.

(4) If a Director commits, or is suspected of committing, any acts in violation of the laws and regulations or these Articles of Incorporation, the Audit Committee shall promptly report the foregoing facts to the Board of Directors.

(5) The Audit Committee shall examine the agenda or documents which are to be submitted by Directors to the General Meeting of Shareholders, and state their opinion at the General Meeting of Shareholders on whether there is any violation of the laws and regulations or these Articles of Incorporation, or any substantially unreasonable matters.

(6) The Audit Committee may request the subsidiary of the Company to report on its business if it is necessary to perform their duties. In this case, if the subsidiary fails to make an immediate report, or if it is necessary to confirm the contents of the report, the Audit Committee may investigate the business and financial conditions of the subsidiary.

(7) The Audit Committee may select external auditor(s) of the Company and request their dismissal.

The Audit Committee shall prepare an Audit Report with respect to its audit. The Audit Report shall record the substance and results of its audit and be affixed with the printed names and seal impressions or signatures of the members who performed the audit.

(1) The Representative Director may have advisors and consultants, if necessary.

(2) The Representative Director may determine and pay remuneration for the advisors and consultants, and any costs and expenses necessary for the enforcement of business affairs thereby, according to the same level as those applicable to the Management Personnel.