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.
The ceiling of remuneration for Directors shall be determined by resolution at the general meeting of shareholders
In principle, Directors are paid in cash.
Remuneration of Independent Directors
The Company does not pay any compensation other than basic salary and business trip expenses to the Independent Directors in order to maintain their independence. (The Company pays neither stock options nor pension benefits to Independent Directors)
* Independent Directors are entitled to stock options according to the Commercial Code and Securities Exchange Act, but the Company does not grant stock options to them to maintain their independence.
Registered Board members shall meet the following guidelines in trading securities of the Company.
Ban on Securities Trading, Based on Important Material Inside Information
Pursuant to the Securities Exchange Act and the guidelines of the Company, registered Board members may not deal in shares of the Company, using inside information.
Immediate Report and Disclosure of Securities Trading
The Company shall disclose ownership changes by registered Board members to the Financial Supervisory Service by the tenth day of the following month after the stock trading.
Return of Short Term Trading Profits to the Company
In conformity with the Securities Exchange Act, if registered Board members gain profits from selling Company shares within six months after buying them, or from buying Company shares within six months after selling them, they shall return the profits to the Company.
In this way, the Company discourages their securities trading of less than six months.
The Company purchases Directors' liability insurance after approval from the Board of Directors or Board committees, as provided by internal regulations.
Compensation Scope :
Compensation is paid to shareholders or others who suffer loss from Directors' violation of their fiduciary duty and duty of faithfulness in doing corporate business.
In conformity with the relevant clauses of the Commercial Code and the Securities and Exchange Act, Independent Directors, who play a crucial role in maintaining the independence of the Board of Directors, are entitled to get help from outside experts in making important decisions. Accordingly, the Company provides Independent Directors with outside help, including but not limited to legal and accounting advices.
The Company holds regular meetings (when the Board meets each quarter) and irregular meetings for Independent Directors without management present, to help them discuss management issues and make proposals more freely. The Company also spares no support to make sure Independent Directors discharge their duties more aggressively and independently.
New Independent Directors shall be provided with an orientation and yearly visits to overseas sites.