Article 1 (Purpose)

These regulations are intended to specify matters regarding the composition and management of the Nomination Committee (hereinafter referred to as the “Committee”).

Article 2 (Definition)

“Major Affiliated Companies” referred to in these regulations are the affiliated companies defined in Article 2, Clause 1 of the Regulations for Management Succession Plan.

Article 3 (Composition)

  1. The Committee shall consist of three to five directors, including one director from the Management Development and Compensation Committee. However, outside directors shall make up the majority of Committee members.
  2. The committee head shall be elected by committee members.
  3. In the event the committee head is absent or involved in an accident, another committee member shall act in his or her place, in accordance with the priority set by the Committee.

Article 4 (Role)

The Committee reviews and recommends candidates with the relevant expertise and competencies required for the position of CEO of Major Affiliated Companies and the qualifications specified in relevant laws and internal regulations. Each year, the Committee also establishes a management succession plan in order to secure the management continuity of the Major Affiliated Companies and the stability of management succession.

Article 5 (Convention)

  1. The Committee shall be convened, when deemed necessary, by the committee head.
  2. Upon the decision to convene the Committee, the date of the meeting shall be set and notified to the committee members seven days in advance. However, with unanimous agreement, this procedure may be omitted.

Article 6 (Resolution)

  1. The Committee shall deliberate on and resolve the following matters.
    1. Matters related to the recommendation of CEO candidates for the Major Affiliated Companies
    2. Matters related to the establishment of the management succession plans for CEOs of the Major Affiliated Companies and the management of the candidate group and the verification of their eligibility
    3. Matters related to the establishment of eligibility requirements for CEOs of the Major Affiliated Companies
    4. Other matters necessary for the recommendation of CEO candidates of the Major Affiliated Companies and the establishment of management succession plans
    5. Matters related to the review and recommendation of registered officer candidates, excluding the chairman & chief executive officer, and outside directors
    6. Matters related to the composition of the management committees of affiliated companies
    7. Matters related to the revision or abolition of the guidelines governing the operation of consultants to the affiliated companies of the Group
    8. Any other matters deemed necessary by the Board of Directors or the Committee
  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 verification of each candidate’s eligibility to the board of directors, as specified in the above Clause 1, Section 2 of Article 6.

Article 7 (Method of Resolution)

  1. Resolutions of the Committee shall be made when a majority of the members are present and with a majority vote of said members.
  2. The Committee may allow some or all of its members to participate in the resolution through remote communication channels, capable of simultaneously sending and receiving voice data, without physically attending the meeting. In this case, the relevant committee members are deemed to have attended the committee meeting.
  3. Any committee member who has a special interest in the resolution of the Committee shall not exercise their voting rights, and the relevant committee members shall not be counted toward the total number of voting members in attendance.

Article 8 (Recommendation Process)

  1. The Committee shall recommend those who meet the interests of all stakeholders, including the Major Affiliated Companies and shareholders, as CEO candidates of the Major Affiliated Companies through fair and transparent processes.
  2. The Committee shall verify, in an equitable manner, that the CEO candidates of the Major Affiliated Companies meet the qualifications specified in relevant laws, the Corporate Governance Code, and internal regulations before making any recommendation of CEO candidates.
  3. When seeking CEO candidates for the Major Affiliated Companies, the Committee may receive outside recommendations, including those from shareholders, stakeholders, and external consulting agencies, if necessary.
  4. The Committee shall establish a detailed recommendation process to ensure fair and transparent recommendations of CEO candidates for the Major Affiliated Companies.

Article 9 (Operation of Advisory Group)

When deemed necessary by the Committee, the Committee may establish and operate an advisory group for candidate selection and request professional agencies to carry out the research and recruitment of candidates.

Article 10 (Attendance of Related Persons and Requests for Material Submission)

When deemed necessary by the committee head, the Committee may request inside or outside concerned persons to attend the Committee so that their opinions may be heard, and may also request that the company and Major Affiliated Companies submit relevant materials or store documents.

Article 11 (Minutes)

  1. The Committee shall prepare minutes for all proceedings.
  2. The minutes shall contain the agenda, progress, results, and persons who expressed opposition and their reasons, and be sealed or signed by all present members for storage.

Article 12 (Department in Charge)

The support department of the board of directors shall be in charge of all activities of the Committee.

Article 13 (Public Announcement)

The company shall notify the relevant departments of the Major Affiliated Companies of the decisions made by the Committee so that they can make public announcements of the CEO candidates. The individual departments of the Major Affiliated Companies shall make such public announcements in accordance with the regulations on governance announcements.

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 1, 2016.