audit committees
A sharp increase in the number of Independent Directors made it difficult for the Company to convene Board meetings as often as is needed. Therefore, the Company set up committees under the Board in accordance with relevant laws and delegated some of the Board authority to the committees, each of which is filled with Directors who can bring their expertise and experience to the assigned committee.
Board committees, established and operating in accordance with Article 28-2 of Articles of Incorporation, are as set forth:
- Management Committee
- Audit Committee
- Independent Director Recommendation Committee
- Related Party Transactions Committee
* Others
The Company has the Compensation Committee which consists of Executive Directors and major Senior Vice Presidents though it is not a committee under the Board of Directors. Also, although the Company does not have a separate corporate governance Committee, the Board works to maintain a high level of corporate transparencies through the Independent Director Recommendation Committee and the Related Party Transactions Committee.
Each agenda approved by board committees is instantly notified to all Directors, and each Director may call for the convocation of Board meetings within two days from the notice. The Board of Directors may put the resolutions approved by the committees for voting at the Board meeting.
The Audit Committee is a committee under the Board of Directors that supervises and supports management in a way that may maximize corporate value through checks and balances. It was established in 2000 to replace the then existing auditors.
The Audit Committee comprises of three Directors, more than two thirds of whom shall be Independent Directors. The committee members are appointed by resolution at the Board meeting.
The current members are all Independent Directors, and the Head of the committee is Independent Director Jae-sung Hwang. To strengthen the independence of the committee, the Company makes sure that all the committee members are Independent Directors and accounting/finance experts.
| Audit Committee members | ||
|---|---|---|
|
Jae-Sung Hwang (Head of Committee, Independent Director) |
Kap-Hyun Lee (Independent director) |
Chae-Woong Lee (Independent director) |
Regular meeting: Audit Committee meetings shall be held at least once every quarter
Convening of Meetings
The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.
Method of Resolution
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.
In accordance with relevant laws and regulations, the Audit Committee shall have the following authority:
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Authority to audit business of the Company
The committee shall perform audits on activities of the Board of Directors and the Representative Director in the entire field of operation of the Company - Authority to request reports on the business status of the Company and investigate assets of the Company The committee shall request Directors and employees to report the operation of the Company and investigate the business status and assets of the Company.
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Authority to receive reports from Directors
If a Director finds any facts which may cause substantial losses to the Company, the Director shall promptly report to the committee thereof. -
Authority to investigate subsidiaries of the Company
The committee of the Company shall request business reports from subsidiaries of the Company when ever necessary. If the subsidiary does not report to the committee immediately or it is necessary to verify the reports, the committee shall investigate the business status and assets of the subsidiary. - Authority to request to stop any acts in violation of laws and regulations or the Articles of Incorporation If a Director's actions in violation of relevant laws and regulations or the articles of incorporation cause unrecoverable losses to the Company, the committee may request the Director to stop such violation.
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Authority to Institute Various Actions
The committee may institute actions for cancellation of resolution at general meetings of shareholders, invalidation of issuance of new shares and invalidation of capital reduction. In such a case, the commit tee shall be exempted from the obligation to provide security -
Authority to request the convocation of a general meeting of shareholders
The committee may call extraordinary general meetings of shareholders by presenting the purpose and reasons for such meetings in writing to the Board. - Authority to get professional assistance at the Company's expense.
- Authority to recommend candidates for external auditors
- Any other authority granted to the committee by relevant laws and regulations, the articles of incorporation or a Board resolution
For the Audit Committee to maintain independence and check-and balance, the Company entitles the audit committee members the following authorities by regulation:
Duty of Good Faith
Each member shall discharge his/her duties in good faith.
Duty to investigate and report to a general meeting of shareholders
The committee shall investigate whether agenda items and documents to be submitted by to the general meeting of shareholders are in any violation of laws or the Articles of Incorporation, or contain substantially unreasonable matters, and present their opinions at the general meeting of shareholders.
Duty to investigate and report to the Board
If a Director commits, or is suspected of having committed, any acts in violation of laws or the Articles of Incorporation, the committee shall promptly report the foregoing fact to the Board.
Duty to Prepare Report on the Audit Results
The committee shall prepare reports covering audit results. In the report, the committee shall record the process/method and results of the audit, and the report should include the signature or seal of all the audit members who performed the audit.
Duty to Prepare and Submit Audit Report
The committee shall receive business reports from Directors no later than six weeks before a general meeting of shareholders, and submit an audit report on the business reports to the Directors no later than one week before the general meeting of shareholders.
Duties under the Act on External Audit of Stock Companies
If the committee finds a Director's dishonest activity or violation of laws or the articles of incorporation in discharging his/her duties, it shall promptly report to external auditors thereof.
| March 4, 2008 | |
|---|---|
| Agenda | Attendance |
| Review of agendas of the 39th general meeting of shareholders | 3/3 present |
| Assessment of FY 2007 internal control system | |
| March 3, 2008 | |
|---|---|
| Agenda | Attendance |
| FY 2007 consolidated financial statements (draft) | 3/3 present |
| January 31, 2008 | |
|---|---|
| Agenda | Attendance |
| Review and appointment of an independent auditor | 3/3 present |
| January 14, 2008 | |
|---|---|
| Agenda | Attendance |
| FY 2007 financial statements and annual report | 3/3 present |
| FY 2007 internal accounting management system | |
| Q407 non-audit service contracts | |
| Report on the ongoing selection process of an independent auditor | |
| FY 2007 audit results and FY 2008 direction of audit | |



















