Article 1 (Purpose)

The purpose of these Regulations is to set forth the provisions regarding matters related to the composition and operation of the Board of Directors.

Article 2 (Scope of Application)

• ① Matters regarding the Board of Directors shall be decided in accordance with these Regulations unless provided otherwise in the laws and ordinances or the Articles of Incorporation.
• ② If detailed rules are necessary for operation of the Board of Directors, such rules may be established by the Steering Committee of the Board of Directors.

Article 3 (Composition)

• ① The Board of Directors shall consist of all directors.
• ② The Board of Directors shall verify by itemized list the qualification of director required in relevant regulation and in case where a firm in special relation with candidate of director has loan transaction with subsidiaries, the company shall require the loan committee of subsidiaries etc to report the adequacy of loan transaction and The Board of Directors shall verify it.

Article 3-2 (Chairman of board)

• ① The Board shall elect the chairman of board (hereinafter mentioned as ‘chairman’) from among directors every year .
• ② In case the chairman is absent or disabled, a director designated by the Board shall give the convening notice and shall convene the Board meeting and the person who convenes the Board meeting shall be the chairman of the Board meetings.
• ③ If a non- outside director is appointed as BOD Chairman, then the board shall appoint Senior Outside Director representing the Outside Directors
• ④ Senior Outside Director shall carry out the duties described in the following paragraphs;
  • 1. Convene and preside over the Outside Director Meeting composed of all of the Outside Directors
  • 2. Support the process for Outside Director to receive reports and relevant material on business operational status from Chairman, management team and other executives/employees
  • 3. Other responsibilities necessary to enhance the role and obligation of Outside Director
• ⑤ The company shall provide necessary support to the Senior Outside Director to carry out the duties stipulated in Clause 4.
• ⑥ The company shall disclose the facts involved with Clause 1 and Clause 3 after the closing of the BOD meeting without delay.

Article 4 (Authorities and Responsibilities)

• ① The Board of Directors shall approve the management strategy, management goals and business plan of the Holding Company(the “Company”) and supervise the implementation thereof.
• ② The Board of Directors shall be equipped with the environment and system for risk management that is suitable to the management strategy of the Company and the Affiliated Companies(the “Affiliates”).
• ③ The Board of Directors may advise, recommend correction, and request submission of data regarding managerial matters of the Company’s complete subsidiaries, etc. In this case, the Board of Directors shall be responsible for following matters.
  • 1. The Board of Directors shall not impair managerial soundness of complete subsidiaries, etc., customers’ interest, and sound order of financial transactions;
  • 2. The directors of the Company shall not reveal, either in their service or after retirement, the business confidentiality of complete subsidiaries, etc., which was known in the due course of their business as director;
  • 3. The Board of Directors shall not violate the relevant laws and regulations.

Article 5 (Convening of Meetings)

The meetings of the Board of Directors shall be convened by the Chairman more than once per each quarter.

Article 6 (Notice of Convening)

The meetings of the Board of Directors shall be convened upon determined date, by giving notice to each of the directors at least seven (7) days prior to the scheduled date of such meeting; provided, however, that the said procedures may be omitted with the consent thereon of all the directors.

Article 7 (Resolutions)

• ① The following matters shall be decided by the resolution of the Board of Directors; provided, however, that a part of such authority may be delegated to the committees within the Board of Directors to the extent not in violation of the relevant laws and ordinances and the Articles of Incorporation.
  • 1. Convening of a general meeting of shareholders and matters related to the agenda to be discussed;
  • 2. Matters regarding establishment, abolishment, and amendment of major rules and regulations;
    • a. Regulations on Board of Directors and regulations on committees under the Board of Directors; and Regulations on Operation of Outside Directors
    • b. Other major regulations that are deemed subject to resolution of the Board of Directors;
  • 3. Matters regarding general management;
    • a. Approval and evaluation of the business plan of the Company including the business plan of the Affiliates;
    • b. Approval of formulating a budget and account closing;
    • c. Significant structural changes including merger and spin-off;
    • d. Inclusion or exclusion of the Affiliates (Except investment conversion for corporate restructuring)
    • e. Investment in subsidiaries;
  • 4. Matters regarding capital and funding;
    • a. Issue of new shares and capital reduction;
    • b. Conversion of reserve fund into capital; or
    • c. Issue of bonds;
  • 5. Matters regarding directors, etc.;
    • a. Appointment and dismissal of the Representative Director such as the Representative Director-Chairman, etc.
    • b. Establishment, adjustment and abolishment of the committees under the Board of Directors, and the appointment and dismissal of the members of such committees (excluding appointment and dismissal of the members of the Audit Committee);
    • c. Determination of directors’ remuneration within the limit delegated by the meeting of shareholders; or
    • d. Approval of transactions between directors and the Company;
    • e. Matters regarding evaluation criteria of Outside Directors
    • f. Matters regarding Senior Outside Directors and designation of the chairman of the board
  • 6. Matters regarding major contracts, etc.;
    • a. Investment, the total amount of which in one transaction is in excess of 1/100 of the equity capital of the Company;
    • b. Funding for financial support to the Affiliates, of which the total amount in one transaction is in excess of 3/100 of the equity capital of the Company;
    • c. Acquisition and disposal of major assets, the total amount of which in one transaction is in excess of 1/100 of the equity capital of the Company;
    • d. The “equity capital” referred to in paragraphs (a) through (c) shall be decided on the basis of “total capital” on the balance sheet either as of the end of the fiscal year immediately prior to the Board of Directors’ meeting to which the relevant agenda is submitted or as of the end of June of the fiscal year in which the Board of Directors’ meeting is held, whichever is latest; provided, however, that, if such standard is not suitable due to special reasons, etc., a changed standard can be applied upon resolution of the Board of Directors;
  • 7. Others;
    • a. Appointment and dismissal of managers;
    • b. Matters deemed necessary by the Board of Directors, committees within the Board of Directors, or the Representative Director-Chairman; or
    • c. Matters that need to be decided by resolution of the Board of Directors under the relevant laws and regulations.
• ② The following matters shall be reported to the Board of Directors.
  • 1. Implementation of the matters resolved by the Board of Directors and the outcome thereof;
  • 2. Matters that should be reviewed and resolved by the committees under the Board of Directors;
  • 3. Matters that should be reported to the Board of Directors under other regulations; or
  • 4. Any other matters that are recognized by the Board of Directors or the Representative Director / Chairman as necessary to be reported to the Board of Directors.

Article 8 (Method of Resolution)

• ① All resolutions of the Board of Directors shall be adopted by the presence of more than one half (1/2) of all directors and a majority vote of the directors present at the meeting, except as otherwise provided in the laws and regulations or the Articles of Incorporation.
• ② The Board of Directors may allow all directors to take part in the adoption of a resolution by means of a communication system of transmitting and receiving visual images and sounds simultaneously, without the personal attendance of all or part of them at the meeting. In this case, the relevant directors shall be deemed to have attended the meeting.
• ③ A director having a special interest in respect of the matter for deliberation by the Board of Directors shall not exercise the voting right, and such director shall not be included in the directors present for the calculation of the votes.

Article 9 (Attendance of Relevant Persons)

If deemed necessary, the Chairman may have any internal or external relevant persons attend the Board of Directors meeting to provide opinions thereto.

Article 10 (Committees within Board of Directors and Temporary Committees)

• ① The following committees shall be established within the Board of Directors, the composition and operation, etc. of which shall be decided by regulations of each committee to be determined separately.
  • 1. Steering Committee of Board of Directors;
  • 2. Audit Committee;
  • 3. Outside Director Nomination Committee;
  • 4. Risk Management Committee; and
  • 5. Management Development and Compensation Committee.
• ② The Board of Directors may establish an extraordinary committee, if necessary.
• ③ The committees shall report to the Board of Directors regarding their resolutions, and the Board of Directors may re-resolve the resolutions of such committees.

Article 11 (Minutes)

• ① Deliberations of meetings of the Board of Directors shall be recorded in minutes.
• ② The minutes of the Board of Directors meetings shall set forth the agenda, summary of progress, results thereof, objecting directors, and reasons thereto, and shall affix the seal or signatures of the directors in attendance.