Authority

Our Company's decision-making and supervisory process enhances corporate transparency and accountable management and thus, constitutes an environment where corporate value can be maximized.

Matters to be submitted to the Board of Directors in accordance with the Regulation of the Board of Directors are as follows:

(1) Related to the Convening of General Meetings of Shareholders and Matters to Be Submitted to the Meetings
[Matters prescribed by relevant laws and regulations or Articles of Incorporation]
  1. Convening of general meetings of shareholders (Article 362 of the Commercial Code)
  2. Approval of business reports and financial statements (Article 447 and Article 447-2 of the Commercial Code)
  3. Amendment to the Articles of Incorporation (Article 434 of the Commercial Code)
  4. Capital reduction (Article 438 of the Commercial Code)
  5. Dissolution (Article 517 of the Commercial Code), merger (Article 522 of the Commercial Code), and continuance (Article 519 of the Commercial Code) of the Company
  6. Transfer of the whole or an important part of the business of the Company (Article 374 of the Commercial Code)
  7. Conclusion, alteration or cancellation of a contract for leasing the whole business, for giving a mandate to manage such business, or for sharing with another person the entire profits and losses from the business, or of a similar contract
  8. Ex post facto incorporation (Article 375 of the Commercial Code)
  9. Election and dismissal of Directors (Article 382 and Article 385 of the Commercial Code)
  10. Issuance of shares at a price below par (Article 417 of the Commercial Code)
  11. Exemption of Directors from liabilities to the Company (Article 400 of the Commercial Code)
  12. Approval of stock dividends (Article 464-2 of the Commercial Code)
  13. Grant of stock options (Article 189-4 of Securities and Exchange Act)
  14. Remuneration of Directors (Article 388 of the Commercial Code)
  15. Appointment of Chairman of general meetings of shareholders (which is applicable only when the Chairman of the general meetings of shareholders is appointed at a Board meeting)
  16. Appointment of a person who has the authority to convene general meetings of shareholders (which is applicable only when the Chairman of the general meetings of shareholders is appointed by the Board.)
  17. Other matters to be submitted to general meetings of shareholders
(2) Matters Concerning Management of the Company
[Additional matters prescribed by the Regulation of the Board of Directors]
  1. Determination and change of basic policy for management of the Company
  2. Approval of business plans and quarterly and semi-annual reports
(3) Matters Concerning Finance

The presence of the majority of all Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors attending the meeting; provided that Board meetings may take place via electronic means, such as conference call, within the scope provided by relevant laws.

[Matters prescribed by relevant laws and regulations or our Articles of Incorporation]
  1. Transfer of reserves to capital of the Company (Article 461 of the Commercial Code)
  2. Matters concerning issuance of shares
    Determination of issuance of new shares (Article 416 of the Commercial Code)
    Issuance of convertible bonds and bonds with warrants (Article 513 and Article 516 of the Commercial Code)
  3. Acquisition, disposition, and redemption of treasury stock
  4. Conclusion or renewal of internal transactions with related parties, etc.(Article 40 of Articles of Incorporation)

* Internal transactions are as follows:

1)
Offering or trading funds such as advance payment and loans, provision of security, payment guarantee and investment in other corporate entities in the amount of more than KRW 10 billion
2)
Conclusion of a single contract worth more than 3% of the sales for the recent fiscal year
3)
Transactions similar to those expressed in a and b
 
(Please note that provided internal transactions do not include continuous and typical business transactions for procurement of components or production and sales of products with related parties which engage in the same business as the Company and/or are affiliates with the Company.)
[Additional Matters Prescribed by the Disclosure Regulation]
  1. Investment in or disposal of other corporate entities in the amount of more than 10% of the Company's capital stock (Article 5-5 of the Disclosure Regulation)
  2. Foreign direct investment worth more than 10% of the Company's capital stock (Article 5-5-2 of the Disclosure Regulation)
  3. Asset revaluation (Article 5-9 of the Disclosure Regulation)
  4. Stock split and consolidation of shares (Article 5-10 of the Disclosure Regulation)
  5. Material change in accounting standards (Article 5-20 of the Disclosure Regulation)
  6. Provision of security or payment guarantee in the amount of more than 10% of the new capital stock of the Company in each case
    Provision of security: only in case the Company provides others with security
    Payment guarantee: Guarantee of bidding, contract, defect, or payment of difference, and tax payment guarantee, shall be excluded from this category (hereinafter, the same shall apply to the Disclosure Regulation)
  7. Conclusion of loan agreements in the amount of more than 50% of the equity of the Company (Article 5-23 of the Disclosure Regulation)
  8. Listing of the Company on the overseas stock exchanges (Article 5-24 of the Disclosure Regulation)
  9. Other important matters such as purchase of treasury funds of investment & trust companies, or early refund thereof (Refer to "purchase of treasury funds of investment & trust companies, or early refund thereof") (Article 5-27 of the Disclosure Regulation)
  10. Disposition of any forfeited shares in the case of capital increase by the Company through rights issue (Article 5-28 of the Disclosure Regulation)
  11. Advance payment or extension of loan in the amount equal to 10% of the capital stock of the Company (Article 5-29 of the Disclosure Regulation)
  12. Donation of an amount of more than 10% of the capital stock of the Company (Article 5-29 of the Disclosure Regulation)
(4) Matters Concerning Directors, Board of Directors and Committees
[Matters Prescribed by Relevant Laws and Regulations or Articles of Incorporation]
  1. Approval of Directors holding a position in another company of a competitive and/or similar business field to the Company, and approval of transactions between a Director and the Company (Article 397 and Article 398 of the Commercial Code)
  2. Appointment of the Chairman of the Board (Articles of Incorporation)
  3. Appointment of the Representative Director, and determination of joint lead Directors (Article 389 of the Commercial Code)
  4. Grant or cancellation of titles and/or duties of a Director (Articles of Incorporation)
  5. Establishment of committees, and appointment and dismissal of members thereof
(5) Others
  1. Amendment and abolishment of the operating regulations for the Board of Directors and the committees
  2. Other matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by generals meeting of shareholders, and matters deemed necessary by the lead Director.