general meeting of shareholders
General meeting of shareholders is the Company's highest decision-making body which deliberates and decides important issues concerning the Company, reflecting the opinions of shareholders.
General meetings of shareholders shall be either ordinary or extraordinary meetings.
- Ordinary general meeting: Within three months after the end of each fiscal year.
- Extraordinary general meeting: Whenever necessary (provided that those who have the authority to call extraordinary general meetings, as prescribed in the articles of incorporation and the Commercial Code, shall convene the meetings in accordance with the relevant procedures.
Those who have the authority to call ordinary and extraordinary general meetings in accordance with the articles of incorporation and the Commercial Code are as set forth below:
- Board of Directors
- Audit Committee
- Shareholders: In accordance with Article 366 of the Commercial Code, shareholders who have more than 1.5% of outstanding shares with voting rights of the Company for more than six months may
In accordance with Article 17-3 of the Articles of Incorporation, to convene a general meeting of shareholders, a written or electronic notice thereof setting forth the time, date, place and agenda of the meeting shall be sent to the shareholders at least two weeks in advance.
* The Company sends notice three weeks prior to a general meeting of shareholders, to inform shareholders of the meeting as soon as possible.
Voting right
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Each shareholder shall have one vote per share.
* The Company does not have any system that discriminates shareholders' voting rights, including dualclass voting structure.
Method of Adopting Resolutions
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Ordinary Resolution
In accordance with the Commercial Code and the Articles of Incorporation, resolutions shall be adopted if approved by a majority of shares of of the shareholders present at the general meeting of shareholders and by one fourth (1/4) or more of outstanding shares.
* Items of Ordinary Resolution
Election of Directors and Auditors, remuneration for Directors and Auditors, approval of financial statements, etc. -
Special Resolution
In accordance with the Commercial Code and the Articles of Incorporation, resolutions for matters of greater significance, including but not limited to the amendment to the Articles of Incorporation and mergers & acquisitions, shall be passed if approved by two thirds (2/3) of shares of of the shareholders present at the general meeting of shareholders and by one third (1/3) or more of outstanding shares.
* Items of Special Resolution
Amendment to the Articles of Incorporation, transfer of part or the whole operation of business, dismissal of Directors and Auditors, capital reduction, issuance of shares below par value, issuance of convertible bonds or bonds with warrant to those other than shareholders, approval of merger contracts, grant of stock options, approval of split or merger of the Company, etc. - Regarding exercise of voting rights, the Company does not have voting with written consent in place.
Protection of Minority Shareholders Concerning General Meeting of Shareholders
- The Company makes efforts to protect minority shareholder rights. Shareholders' rights in the Company are as set forth:
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Right to Convene General Meetings of Shareholders
; In accordance with the Commercial Code, shareholders who have more than 1.5% of outstanding shares with voting rights of the Company for more than six months may request to convene extraordinary general meetings. -
Right to Present Shareholder Proposals
In accordance with the Commercial Code, shareholders who have more than 0.5% of outstanding shares with voting rights of the Company for more than six months may present shareholder proposals to general meetings of shareholders. The Company puts as many shareholder proposals as possible on agenda for a general meeting of shareholders.
* Pursuant to the Commercial Code and the Articles of Incorporation,the Company submitted a shareholder proposal for the amendment to the Articles of Incorporation to adopt cumulative voting, to the 30th general meeting of shareholders in 1999. The Company submitted another shareholder proposal for appointment of Executive Directors, to the 32nd general meeting of shareholders in 2001. But both proposals were voted down at the respective meeting.
| Agenda | Result | ||
|---|---|---|---|
| 38th | A. Agenda Item No.1 : Approval of Balance Sheet, Profit and Loss Statement, and Statement of Appropriation of Retained Earnings(Draft) for the 38th Fiscal Year (from January 1, 2006 to December 31, 2006) | Approval | |
| B. Agenda Item No. 2 : | Agenda 2-1: Appointment of Independent Directors (Mr. Goran S. Malm, Mr. Kap-Hyun Lee) |
Approval | |
| Agenda 2-2: Appointment of Executive Director (Mr. Hak-Soo Lee) |
Approval | ||
| Agenda 2-3: Appointment of Members of Audit Committee (Mr. Kap-Hyun Lee) |
Approval | ||
|
C. Agenda Item No.3 : Approval of the the Limit on the Renumeration for Directors (The requested ceiling for the 39th Fiscal Year: KRW 110 billion) * Report items : Audit Results, Business Reports |
Approval | ||
| 37th |
A. Agenda Item No.1: Approval of Balance Sheet, Profit and Loss Statement and
Statement of Appropriation of Retained Earnings for the 37th Fiscal Year (January 1, 2005 ~ December 31, 2005) |
Approval | |
| B. Agenda Item No.2: Appointment of Directors | Agenda 2-1: Appointment of Independent Directors (Gwi- Ho Chung, Jae-Sung Hwang, Oh Soo Park, Chae-Woong Lee, and Dong-Min Yoon) |
Approval | |
| Agenda 2-2: Appointment of Executive Directors (Kun-hee Lee, Jong-yong Yun, Yoon-woo Lee, and Doh-seok Choi) |
Approval | ||
| Agenda 2-3: Appointment of Members of Audit Committee (Jae-Sung Hwang and Chae-Woong Lee) |
Approval | ||
|
C. Agenda Item No.3 : Approval of the Compensation Ceiling for the Directors (The requested ceiling for the 38th Fiscal Year: KRW 60 billion) * Report items : Audit Results, Business Reports |
Approval | ||
| 36th | A. Agenda Item No.1: Approval of Balance Sheet, Income Statement, and Statem ent of Appropriation of Retained Earnings (Draft) for the 36th Fiscal Year (from January 1, 2004 to December 31, 2004) | Approval | |
| B. Agenda Item No.2: Appointment of an Executive Director (In-Joo Kim) | Approval | ||
|
C. Agenda Item No.3 : Approval of the Compensation Ceiling for the Directors (The requested ceiling for the 37th Fiscal Year: KRW 60 billion) * Report items: Audit Results, Business Reports, Stock Retirement * Appointment of External Auditors |
Approval | ||
* Election of Directors
The election of Directors is split in separate periods so that only a percentage of the total number of Directors come up for election in a given year.
* Report of Appointment of External Auditors
The Company has its own regulations in place to appoint External Auditors by review at the Audit Committee and by decision at the Board meeting and to report to the general meeting of shareholders in accordance with relevant laws including the Commercial Code and laws on External Auditors.
Pursuant to relevant laws, the Board of Directors of the Company selected PricewaterhouseCoopers, the world-renowned audit firm, as its External Auditor and reported to shareholders at the 36th general meeting of shareholders. The term of office of External Auditors is three years.
Pursuant to the laws on External Auditors, External Auditors shall only be in charge of a maximum of two consecutive audits (less than six years) on a company, but as provided in exception to the laws under Executive Order (for foreign-based audit firms), the Company may not rotate its audit firms. In other words, the Company is not required, by domestic laws, to rotate its External Auditors.



















