Article 1 (Purpose)

The purpose of these Regulations is to set out the matters concerning the composition and operation of the Chairman Candidate Recommendation Committee (“the Committee”).

Article 2 (Composition)

  1. The Committee shall consist of all outside directors. However, the Chairman & Chief Executive Officer may become a member only if he or she has no intention to serve another term.
  2. The Committee head shall be elected by committee members from among the outside directors in the Committee.
  3. In the event the Committee head is absent or involved in an accident, another Committee member shall act on behalf of the Committee head in accordance with the priority set by the Committee.

Article 3 (Role and Rights)

  1. The Committee shall establish selection criteria for the position of chairman & chief executive officer, and review, select, and recommend chairman & chief executive officer candidates who possess the competencies and qualifications specified in the related laws and internal regulations. The Committee shall also approve the management succession plans every year in order to ensure the continuity and stable succession of the management of the company.
  2. In the event that a business with a special relationship with a Chairman candidate carries out a credit transaction with an affiliate of the Company, the Committee shall have the Credit Committee of the affiliate ensure the propriety of the relevant credit transaction. After being double checked a report of said financial transaction must be submitted to the Board.

Article 4 (Convocation)

  1. The Committee shall be convened whenever the Chairman sees a need.
  2. When convening a session, the Committee shall give notice to the members at least seven (7) days in advance. The foregoing may be omitted when the members have given their unanimous consent.

Article 5 (Resolution, etc.)

  1. The Committee shall review and resolve the following matters:
    1. Matters related to the recommendation of candidates for the position of chairman & chief executive officer
    2. Matters related to the establishment of management succession plans for the position of chairman & chief executive officer, management of the candidate group, and confirmation that the candidates meet the eligibility requirements
    3. Matters related to the establishment of eligibility requirements for the position of chairman & chief executive officer
    4. Other matters necessary for the recommendation of candidates for the position of chairman & chief executive officer and the management succession plans
  2. The Committee shall report all matters resolved by the Committee to the board of directors.
  3. The Committee shall report the management of the candidate group and the confirmation of candidates’ eligibility specified in Clause 1 of Sub-article 2 above to the board of directors.

Article 6 (Resolution Methods)

  1. The quorum required for the Committee to pass a resolution shall be the presence of a majority of the members and the consent of the majority of those present.
  2. The Board of Directors may allow directors to take part in the passing of a resolution by means of remote communication that allows a director/s to hear and contribute to a meeting without being there in person. In such cases, directors shall be deemed to have taken part in a meeting in person.
  3. A member who is judged by the Committee to have some form of special relationship with what is contained in any Committee resolution shall not exercise his/her voting right concerning said resolution. In such cases, the voting right of such a member shall not be deemed to have been a part of the voting rights that affected a relevant session.

Article 7 (Recommendation Process)

  1. The Committee shall recommend those who meet the interests of the company, the shareholders, and other stakeholders as chairman & chief executive officer candidates through fair and transparent processes.
  2. Through a fair process, the Committee shall verify that backup chairman & chief executive officer candidates meet the qualifications specified in the related laws, and internal regulations before making recommendations of chairman & chief executive officer candidates.
  3. If necessary, the Committee may take recommendations from outside sources, including shareholders, stakeholders, and external consulting agencies, when searching for chairman & chief executive officer candidates.
  4. The Committee may establish a detailed process for the recommendation of chairman & chief executive officer candidates.

Article 8 (Advisory Group for the Selection of Representative Director-Chairman Candidates)

When the need is recognized, the Committee may operate the Advisory Group for the Selection of Representative Director-Chairman candidates and entrust the relevant business to an expert institution.

Article 9 (Having Relevant People Present)

When necessary, the Chairman may request the presence of any people deemed to be relevant, and chosen from either inside or outside the Company, at any session so as to invite their opinions.

Article 10 (Meeting Minutes)

  1. All proceedings of the Committee’s sessions shall be recorded in the meeting minutes.
  2. The Board shall keep meeting minutes that reflect the agendas submitted, details of the proceeding, the results, who was opposed to a particular agenda item and the reason for said opposition. The meeting minutes shall be signed or sealed by those present and kept at a proper place in the headquarters.

Article 11 (Working-Level Department in Charge)

The working-level matters concerning the Committee shall be carried out by the Board Support Team in the Management Support Office.

Article 12 (Public Announcement)

When making recommendations of chairman & chief executive officer candidates, the company shall publicly announce the recommendation of candidates for the position of chairman & chief executive officer prior to notifying the general shareholders’ meeting, as specified in the governance announcement regulations.

SUPPLEMENTARY PROVISIONS

These Regulations shall be implemented on February 10, 2011.

SUPPLEMENTARY PROVISIONS

These Regulations shall be implemented on 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 February 6, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from August 1, 2016.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from December 22, 2017.