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Board of Directors

The Board of Directors has comprehensive authority over the management of the company that represents the company and its shareholders and supervises the management's activities in the interest of all stakeholders, determining key management objectives and basic management policies

Download Regulations of the B of D and Committees

3 Tabs

Operation of the Board of Directors

  • The B of D meeting is held on a regular basis each quarter, and extraordinary meeting can be held when necessary.
  • The B of D has arranged the『Regulations of the B of D』for effective operation, and prepares and maintains the minutes of the B of D.

Convocation of the Board of Directors

  • To convene a board meeting, the Chairman gives an advance notice seven (7) days before the meeting. However, for urgent situations, the notice must be given at least one day prior to the board meeting.
  • Each director may ask the chairman for convocation of board meetings, by stating the bill and the reason. At that time, the chairman of the board must convene a board meeting, unless there is justifiable reason to reject the director’s request.

Resolution Process

  • Unless otherwise set forth by law, a board resolution requires the attendance of more than half of the board and a majority vote from the directors present.
  • Directors can take part in a resolution through a communication method, without directly attending the board meeting.
  • With respect to resolutions under the Article 398 of Commercial Act, the director who has a stake in the company shall not be entitled to exercise a voting right, and the number of voting rights shall not be included in the number of these attending directors.

Responsibility and Duty of Directors

  • Directors shall not divulge any business secret of the company, which has come to knowledge in the course of performing duty.
    and, shall perform their duties in good faith for the interest of the company and shareholders.
  • If the director violates law or articles of incorporation, or carelessly perform the duty, he/she is responsible for compensation on the damage
  • The Company provides directors liability insurance at its own expense to have effectiveness of calling directors to account and recruitment of competent directors.

Delegation of Authority by the Board

  • The B of D delegated a certain rage of authority to the representative director or the Committees excluding items provided in the Law or Articles of Incorporation of the Company.

Submissions for Resolution

  • 01. Matters for resolution on Commercial Act
    1. 1.Convocation of a general meeting of shareholders
    2. 2.Approval of operational report
    3. 3.Approval of financial statements (balance sheet, statement of profit and loss or Statement of Disposition of Deficit, its supplementary schedules, etc.)
    4. 4.Change in the Articles of Incorporation of the Company
    5. 5.Decrease in capital stock (cancellation, retirement of stock)
    6. 6.Dissolution, merger, spin-off, partial merger, continuation of the Company
    7. 7.Transfer of whole or an important part of the company’s business, and acquisition of another company’s whole business
    8. 8.Conclusion, amendment or cancellation of the contract which contains a lease of the whole business, or delegation of the management, and the whole profit and loss from business with a third party, and its equivalent contract
    9. 9.Designation and dismissal of the representative director
    10. 10.Issuance of stock at below par value
    11. 11.Director’s exemption from responsibility for the company
    12. 12.Decision on the stock dividend
    13. 13.Granting of stock options
    14. 14.Director’s remuneration.
    15. 15.Decision on co-representative
    16. 16.Installation, transfer or discontinuance of a branch office
    17. 17.Issuance of new stock and increase in capital
    18. 18.Arrangement for subscription of debentures
    19. 19.Capital incorporation of reserves, surplus, and provisions
    20. 20.Issuance of Convertible Bond (CB), Exchangeable Bond (EB), Bond with Warrants (BW)
    21. 21.Approval of director’s side-work and transactions between the director and company
    22. 22.Installation and abolition of a committee in the board; designation and dismissal of the committee and committee members
    23. 23.Cancellation of stock options
    24. 24.Interim dividends
    25. 25.Cancellation, retirement of stock
    26. 26.Appointment of a compliance officer
    27. 27.Other bills to be presented to a general meeting of shareholders
  • 02. Significant matters about company management
    1. 1.Determination and change of basic policies for company management
    2. 2.Matters on business planning and operation
    3. 3.Other major management-relevant matters, which are expected to be presented at the board meeting
  • 03. Matters on finance
    1. 1.Borrowing beyond the scope of general commercial transactions, guarantee of debts, and acquisition, disposition and management of main assets
    2. 2.Plans for major new domestic and foreign investments
    3. 3.Issuance of oversea securities
    4. 4.Acquisition and disposition of treasury stock
    5. 5.Acquisition and disposition of important property
    6. 6.Disposition of deficits
    7. 7.Mortgage, pledge and collateral for significant property of the company
    8. 8.Regulations for the Board of Directors
    9. 9.Regulations for the committee under the board
    10. 10.Board operation policy
    11. 11.Internal control policy and procedures
    12. 12.Compliance control standards
    13. 13.Large scale internal trading under the 『Fair Trade Act』
      ※ Large scale internal trading with KRW 10 billion or more per case
  • 04. The following matters shall be reported at the board meeting
    1. 1.Matters for which the board requests reporting
    2. 2.Other matters about important management tasks