Article 1 (Purpose)

The purpose of these Regulations is to set forth the provisions for the composition and operation of the Steering Committee of the Board of Directors (“Committee”) as contemplated by the Articles of Incorporation and the Regulations on Board of Directors.

Article 2 (Composition)

  1. The Committee shall consist of a maximum of six directors including the Chairman or Senior Outside Director. However, outside directors shall make up the majority of Committee members.
  2. Chairman shall be either outside director and Chairman of the Board of Directors or an appointed outside director.
  3. In case of absence of committee Chairman or accident, one of the outside directors shall perform the duties of the Chairman in accordance with the line of succession as determined by the Board of Directors.

Article 3 (Duties)

The Committee’s functions are to deliberate on and resolve matters regarding the realization of reasonable corporate governance, matters regarding effective operation of the Board of Directors and the committees within the Board of Directors, and matters authorized by the Board of Directors.

Article 4 (Convening of Meetings)

  1. The Committee meetings shall be convened on occasion as deemed necessary by the chairman.
  2. The Committee meetings shall be convened upon determined date, by giving notice to each of the Committee members 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 Committee members.

Article 5 (Resolutions)

  1. The Committee shall deliberate on and resolve the following matters.
    1. Matters regarding the operation and procedures of the Board of Directors and the committees under the Board of Directors;
    2. Matters regarding restructuring of corporate governance; and 3. Any other matters recognized by the Board of Directors or the Committee as necessary.
    3. Any change in the size of the Board of Directors.
    4. Any other matters recognized by the Board of Directors or the Committee as necessary.
  2. The Committee shall report to the Board of Directors the matters resolved at the Committee meeting.

Article 6 (Method of Resolution)

  1. All resolutions of the Committee shall be adopted by affirmative vote of a majority of all members.
  2. The Committee may allow all members 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 members shall be deemed to have attended the meeting.
  3. A Committee member having a special interest in respect of the matter for deliberation by the Committee shall not exercise the voting right, and such member shall not be included in the members of the Committee for the calculation of the votes.

Article 7 (Attendance of Relevant Persons)

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

Article 8 (Minutes)

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

Article 9 (Supervising Department in Charge)

The operations support team shall be responsible for the administration of duties related to the Committee.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from December 1, 2005.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from April 15, 2012.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from July 1, 2013.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from October 24, 2014.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from October 23, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from August 1, 2016.