Directors, Board of Directors, and Committees

Chapter 5: Directors, Audit Committee, and Executives

Article 24 (Composition of Directors)

01 The Company's Board of Directors shall consist of 7 or fewer directors.

02 The Company's Board of Directors shall have at least two outside directors, who shall be at least one-quarter of the total number of directors. However, when the number of outside directors falls below the Board composition requirement due to a vacancy, compliance with the requirement must be achieved at the first general shareholders' meeting held after the vacancy.

Article 25 (Appointment of Directors)

01 Directors shall be appointed at general shareholders' meetings. Outside directors under Article 24.2 must be persons recommended by the Outside Director Nomination Committee, and directors to serve as Audit Committee members who are not outside directors under Article 34-4.2 shall be appointed separately.

02 When appointing two or more directors, cumulative voting as prescribed in Article 382-2 of the Commercial Act shall not apply.

Article 25-2 (Dismissal and Vacancy of Directors)

01 Dismissal of directors shall follow Article 385 of the Commercial Act.

02

Directors shall automatically lose their position when any of the following events occur:

(1) When submitting a resignation letter to the Company

(2) When receiving a bankruptcy ruling

(3) When receiving a ruling for commencement of adult guardianship or limited guardianship

(4) Upon death

Article 26 (Term of Directors)

The term of directors shall be determined at the time of appointment and shall be for up to 3 years. However, if the term expires before the regular general shareholders' meeting for the final settlement of accounts, the term shall be extended until the closing of that meeting.

Article 27 (CEO and Other Executives)

01 The Company shall appoint one or more CEOs from the Board of Directors.

02 The CEO shall represent the Company, execute matters decided at general shareholders' meetings and Board meetings, and have authority and responsibility to make decisions regarding other routine business matters of the Company.

03 The Company may have management execute matters resolved by the Board. Matters regarding management shall be stipulated in separate Board regulations.

04 In the CEO's absence, a director designated by the CEO shall perform the duties. If there is no designation, executives shall perform the duties in the order of President, Vice President, Executive Managing Director, and Managing Director.

Article 28 (Deleted)

Article 29 (Compensation)

01 Directors' compensation shall be determined by resolution of the general shareholders' meeting.

02 Directors' severance pay shall follow the Executive Severance Pay Regulations adopted by resolution of the general shareholders' meeting.

Chapter 6: Board of Directors and Committees within the Board

Article 30 (Composition and Authority of Board of Directors)

01 The Company's directors shall constitute the Company's Board of Directors.

02 The Board has authority to decide all important matters of the Company except matters designated as general shareholders' meeting resolutions by law or these Articles of Incorporation.

03 Separate Board regulations may be established to stipulate the delegation of authority and other necessary matters regarding Board operations.

Article 31 (Convening of Meetings)

01 The Company shall hold Board meetings at least once per quarter, and the CEO shall convene Board meetings. If any director requests the CEO to convene a Board meeting but a convocation notice is not given within 5 days, such director may directly convene the meeting.

02

The convener under the preceding paragraph must notify each director by sending a written document, fax, or electronic document stating the date, time, location, and specific agenda items of the Board meeting by the day before the Board meeting date, or notify by telephone or other notification means agreed upon by the directors. However, convocation procedures may be omitted or the convocation notice period may be shortened with the prior consent of all directors.

03 The Board may allow all or some directors to participate in resolutions by video conference or telephone conference without directly attending the meeting. In this case, such directors shall be deemed to have participated at the Board meeting in person.

Article 31-2 (Observers)

The Board or its committees may authorize observers to attend Board meetings or committees.

Article 32 (Chairman of the Board)

01 The Board shall appoint a Board chairman with a one-year term at the first Board meeting following the annual regular general shareholders' meeting each year.

02 In case the chairman does not designate a temporary chairman and does not attend the Board meeting, the chairman shall determine the order of directors who will perform the chairman's duties on behalf of the chairman.

03 When the chairman cannot attend a Board meeting, the chairman shall designate a temporary chairman from among inside directors to perform the chairman's duties. If there is no chairman designation, the Board chairman's duties shall be performed in the order determined in Article 32.2.

Article 33 (Quorum and Adoption of Resolutions)

01 Unless otherwise provided by law or these Articles of Incorporation, Board resolutions shall be made with the attendance of a majority of directors (including attendance of other non-executive directors) and approval of a majority of attending directors.

02

If the quorum under Article 33.1 is not met despite each director having legally received Board convocation notice as stipulated in these Articles of Incorporation, the Board shall be reconvened for the same agenda within 10 days to 3 weeks from the initially scheduled Board meeting date. The Company must give Board convocation notice under Article 31 for such a continued or postponed meeting. At such a continued or postponed meeting, the quorum shall be deemed satisfied by the attendance of a majority of registered directors for the agenda of the initially scheduled Board meeting, and resolutions on such agenda shall be adopted with the approval of a majority of attending directors.

Article 34 (Board Minutes)

Minutes must be prepared regarding Board proceedings. Minutes shall record the agenda items, progress, results, those opposed and their reasons for opposition, and attending directors shall sign and seal or sign.

Article 34-2 (Committees)

01

The Company may establish the following committees within the Board:

(1) Outside Director Nomination Committee

(2) Audit Committee

(3) Internal Transaction Committee

(4) Other committees that the Board deems necessary to establish

Article 34-5 (Duties of the Audit Committee)

01

When necessary to perform its duties, the Audit Committee may request business reports from subsidiaries. In this case, if subsidiaries do not report without delay or if it is necessary to verify the contents of the report, the Audit Committee may investigate the subsidiaries' business and financial condition.

02 The Audit Committee shall select the Company's external auditor.

03 In addition to Articles 34-5.1 through 34-5.6, the Audit Committee shall handle matters delegated by the Board.

04 The Board may not re-resolve Audit Committee resolutions.

Article 34-6 (Audit Records)

The Audit Committee must maintain audit records. Audit records shall document the audit implementation guidelines and results, and Audit Committee members who conducted the audit shall sign and seal, or sign.

Article 34-7 (Appointment of External Auditor)

The Company shall appoint an external auditor selected by the Audit Committee under the External Audit of Stock Companies Act and report this fact to the regular general shareholders' meeting convened after appointment, or notify shareholders in writing, by electronic document or post on the Company's website as prescribed in the Enforcement Decree of the External Audit of Stock Companies Act.

Corporate Governance