Article 1 (Purpose)

These Regulations are intended to specify matters necessary for the performance of announcement duties with regard to the governance of Hana Financial Group (hereinafter referred to as the “Company”).

Article 2 (Principle of Disclosure)

  1. The Company shall prepare matters for disclosure clearly and based on objective facts so that shareholders and customers of the Company can easily understand.
  2. The Company shall prepare internal governance regulations or disclosure documents that include important matters related to Company governance. Details of such regulations or documents may be referenced or quoted in other internal regulations.

Article 3 (Notandum)

When disclosing personal information with regard to the governance announcement, employees shall be aware of the regulations on personal information management, including the requirement of receiving prior consent.

Article 4 (Regular Disclosure)

  1. The Company shall prepare an annual report on corporate governance and the remuneration system that includes the following, and shall disclose the report twenty (20) days prior to the following year’s general shareholders’ meeting. Regarding the disclosure of the annual report, in the event the Company conducts business for subsidiaries, etc., it shall ensure that details on such business activities are included so as to make the report as inclusive as possible.
    1. Corporate governance policy (Internal Governance Regulations, Ethics Code, etc.) and governance status
    2. Matters related to the board of directors and the committees under it, as indicated in the following subsections:
      • A. Roles, responsibilities, and standard of management for the board of directors and the committees under it
      • B. Evaluation criteria for directors
      • C. Names and work experience of members of the board of directors, committees under the board of directors, appointed outside directors (if any), and other members
      • D. Number of meetings held by the board of directors and the committees under it and the attendance records for individual directors
      • E. Reason for the appointment of the chief executive officer, when such appointment is made, as the chairman of the board of directors
    3. Matters related to the nomination committees (referring to the Outside Director Nomination Committee, the Auditor Nomination Committee, and the Chairman Nomination Committee. hereinafter the same in this Article) in the following subsections:
      • A. The composition, rights, and responsibilities of the nomination committee;
      • B. Names and work experience of members of the nomination committee;
      • C. Standards for appointment of officers (referring to outside directors, auditors, chairmen & chief executive officers only; hereinafter the same in this Clause), including eligibility requirements for the candidates, procedures for recommendation, and method of performance evaluation;
      • D. Relationships between officer candidates and proponents (including all former proponents of relevant outside director candidates, when recommending current outside directors or former outside directors as outside director candidates);
      • E. Whether the officer candidates meet the eligibility requirements and the basis to make such conclusions, in accordance with related laws;
      • F. Relationships between outside director candidates and the Company (including its affiliates), its officers, and major shareholders;
      • G. Reasons for the recommendation of outside director candidates and the work experience of outside director candidates;
      • H. Evaluation of outside directors and whether outside directors have been reappointed;
      • I. Management status of the outside director candidate group;
      • J. Details reported to the board of directors by the Outside Director Nomination Committee regarding recommendations from the outside director candidate group;
      • K. Details reported to the Outside Director Nomination Committee by the Outside Director Support Department regarding management of the outside director candidate group on a regular basis;
      • L. Work experience and reasons for the recommendation of chairman & chief executive officer candidates;
      • M. Other matters related to the recommendation of officer candidates determined by the board of directors.
    4. Matters related to the activities of outside directors in the following subsections:
      • A. Dates and agendas (including reported items) of meetings held by the board of directors and committees under it and the attendance record and vote results of individual outside directors
      • B. Whether the Company has subscribed to liability insurance for outside directors, and the status of that liability insurance;
      • C. Status of education and training on the company’s strategy, finance, accounting, and risk management provided for outside directors
      • D. Whether outside directors have maintained their eligibility requirements in accordance with Article 33, Clause 2 of the Articles of Association
      • E. Details of donations etc. to non-profit corporations etc. of which outside directors etc. are members, in accordance with Article 5, Clause 6 of the Regulations for the Operation of Outside Directors
      • F. Overviews of evaluations and results of outside directors based on their activities;
      • G. Designation and operational status of the outside director support department
      • H. Terms of office of individual outside directors
      • I. Breakdown and total amount of remuneration for individual outside directors
      • J. All other benefits provided for individual outside directors
      • K. Details of contracts between the Company and organizations of which outside directors, etc., are members.
      • L. Details of the appointment of outside directors for the last five years
    5. Matters related to the management succession of the chairman & chief executive officer listed in the following subsections:
      • A. Regulations for the Management Succession Plan
      • B. Overview of the recommendation process for chairman & chief executive officer candidates
      • C. Whether candidates meet the eligibility requirements and the basis to make such conclusions, in accordance with related laws
      • D. Details on the progress of the management succession for the position of chairman & chief executive officer
      • E. Details related to the management of the chairman & chief executive officer candidate group
      • F. Suitability of the management succession plan for the position of chairman & chief executive officer as examined by the board of directors
      • G. Designation and operational status of the support department for the management succession of the position of chairman & chief executive officer
    6. Details of the activities of the audit committee
    7. Matters related to remuneration listed in the following subsections:
      • A. Decision-making procedures for the company’s remuneration system, including the composition, deliberation, and resolution procedure of the remuneration committee
      • B. Main features of the remuneration system, including performance evaluation, relationship between performance and remuneration, postponement of performance-based remuneration, and other standards of the remuneration system
      • C. Detailed and comprehensive information on remuneration, as specified below, and remuneration for employees responsible for financial investment tasks:
        • (1) Amount of remuneration during the fiscal year (basic and performance-based remuneration and number of beneficiaries)
        • (2) Amounts and types of performance-based remuneration (cash, stocks, equity-linked products, etc.) and standards for refunds of performance-based remuneration and allocation of different types of remuneration.
        • (3) Postponed performance-based remuneration (confirmed and unconfirmed payments)
        • (4) Amount of postponed remuneration paid during current fiscal year
        • (5) Amount of retirement-related remuneration, number of beneficiaries, and maximum amount per person paid during the fiscal year
        • (6) Amount of remuneration paid to employees during the fiscal year and amounts of remuneration and performance-based remuneration by position (including detailed information on remuneration paid to officers and employees)
    8. Details of the activities of the risk management committee
    9. Matters related to the general shareholders’ meeting listed in the following subsections:
      • A. Total number of issued shares and number of voting shares
      • B. Percentage of shares in favor of and against individual agenda
    10. Recommendations or instructions related to corporate governance by the Financial Services Commission or the head of the Financial Supervisory Service, and details or plans for improvement of the Company
    11. Other important matters related to corporate governance specified by the Articles of Association
  2. Notwithstanding Clause 1, should the board of directors etc. fail to disclose, through the annual report on the corporate governance and remuneration system, details on performance-based remuneration for the previous year within the period specified in Clause 1, the board of directors shall disclose additional details on performance-based remuneration for the previous year by the 15th day of the month after the board of directors etc., which determines matters such as this, is held.

Article 5 (Disclosure of Details on Recommendations of Outside Director Candidates)

  1. When the Outside Director Nomination Committee recommends outside director candidates, the Company shall disclose the following information, according to the forms specified in related laws and regulations, before the notification day of the general shareholders’ meeting (or the announcement day when making public announcements instead of notifications, or the day of the general shareholders’ meeting when omitting the convening process) and shall provide the details and methods to verify such disclosure when giving notification of the general shareholders’ meeting.
    1. Overview of procedures for outside director candidates
    2. Names and work experience of members of the outside director nomination committee
    3. Relationships between outside director candidates and proponents (including all former proponents of relevant outside director candidates, when recommending either current or former outside directors as outside director candidates)
    4. Relationships between outside director candidates and the Company (including the affiliated companies), its officers, and major shareholders
    5. Whether the outside director candidates meet the eligibility requirements and the basis to make such conclusions, in accordance with related laws and Article 33, Clause 2 of the Articles of Association
    6. Reason for the recommendation of outside director candidates
    7. Work experience of outside director candidates
    8. Other matters specified by the board of directors as necessary for the recommendation of outside director candida

Article 6 (Disclosure of Details on Recommendations of CEO)

  1. When the Chairman Nomination Committee recommends candidates for the position of chairman & chief executive officer, the Company shall disclose the following information, according to the forms specified in related laws and regulations, before the notification day of the general shareholders’ meeting and shall provide the details and methods to verify such disclosure when giving notification at the general shareholders’ meeting.
    1. Overview of recommendation process for chairman & chief executive officer candidates
    2. Names and work experience of members of the group CEO nomination committee
    3. Relationships between candidates of the group CEO nomination committee and proponents
    4. Whether the candidates meet the eligibility requirements and the basis to make such conclusions, in accordance with related laws
    5. Reasons for the recommendation of chairman & chief executive officer candidates
    6. Work experience of chairman & chief executive officer candidates
    7. Other matters specified by the board of directors as necessary for the recommendation of chairman & chief executive officer candidates

Article 7 (Disclosure on a Rolling Basis)

  1. All appointments and dismissals (including resignations) of directors shall be disclosed by the Company through the company website within seven (7) business days from the date of each such dismissal or resignation, in accordance with Article 7 of the Act on the Corporate Governance of Financial Companies.
  2. When outside directors serve more than two successive years as committee members under the board of directors determined by the board of directors including the management development and compensation committee, the Company shall disclose the fact without delay.
  3. After the general shareholders’ meeting, the Company shall disclose the total number of issued shares, number of voting shares, and percentage of shares in favor of and against individual agenda through the company website.
  4. When the board of directors appoints a chairman of the board of directors or a senior outside director from among outside directors since it has appointed one who is not an outside director as the chairman of the board of directors, the company shall disclose the fact.
  5. The company shall conclude the appointment process as soon as possible from the time of initiation of the management succession process. However, in the event of unavoidable delays, including acts of God or significant disqualification or accident of the appointed candidate, the Company shall announce the reason for the delay, the individual who will be named acting CEO until the appointment of a new CEO, the management plan, and the CEO appointment schedule

Article 8 (Disclosure of Non-compliance with Regulations)

When unable to comply with internal regulations due to extraneous circumstances, the Company shall disclose the relevant details and reason(s) for the non-compliance.

Article 9 (Preparation and Review of Disclosure Documents)

Disclosure documents shall be prepared according to the methods and forms specified by the Act on Governance of Financial Companies or the Korea Federation of Banks.

Article 10 (Disclosure Method)

The person in charge of disclosure shall report to the board of directors or obtain the approval of the Company before carrying out said disclosure through the websites of the Company.

Article 11 (Department in Charge)

  1. The board of directors support department shall be in charge of all activities related to the corporate governance announcement. Related departments shall provide all possible cooperation in order to carry out the disclosure in a timely manner.
  2. The department in charge shall provide notification of the resolutions of the group officer nomination committee so that the affiliated companies may disclose the management succession plans and recommendation details for CEO.

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 July 21, 2017.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from October 27, 2017.

[Attachment 1] Details on the Recommendation of Outside Director Candidates

  1. Overview of the Procedure for the Recommendation of Outside Director Candidates
  2. Matters Related to the Outside Director Nomination Committee
  3. Regarding Outside Director Candidates
    1. OOO
      • I. Evaluation of the Outside Director Candidate
      • J. Examination Report for the Outside Director Candidate
    2. OOO

      The form is the same as the above Form III. 1.

    3. < Preparation Guide >
      1. Outline, in detail, the internal process for the recommendation of outside director candidates in “I. Overview of Procedures for the Recommendation of Outside Director Candidates.”
      2. Prepare “III. Regarding Outside Director Candidates” for each candidate and, in “D. Proponent,” indicate the name of the proponent who recommended the candidate to the outside director nomination committee.
      3. Provide, in detail, the work experience of the outside director candidate in “III.1. B. Work Experience.”
      4. Indicate the periods of employment and major achievements as an outside director of relevant financial institutions, if applicable, in “III. 1. C. Outside Director Experience.”
      5. Indicate kinships, as defined in the Civil Law, friendships formed in high school or at institutions of higher learning, and colleague relationships established in the same group of companies (refer to the group of companies defined in the “Monopoly Regulation and Fair Trade Act”) in “III. 1. D. 2)Relationship with the Candidate” and “III.1. E. 3) Relationships with Officers.”
      6. Write down the passive (disqualification) requirements, as defined in the Financial Business Act, of the outside director candidate and whether the candidate satisfies the requirements in “III. 1. F. 1) Passive Requirements.”
      7. Write down the requirements specified in Article 33, Clause 2 of the Articles of Association and indicate, in detail and item by item, whether the candidate satisfies the requirements in “III. 1. F. 2) Active Requirements.”
      8. Write down all positions in which the candidate works for more than 50 hours a year for the purpose of earning profit and the annual work hours for each position in “III. 1. G. Candidate’s Own Explanation, 3) Other Positions Currently Held.”
      9. Provide the details of each vote, either “yes” or “no,” of each member in “III. 1. H. Resolution of the Outside Director Nomination Committee.”
      10. In accordance with Article 12, Clause 1 and 2 of the Regulations for the Operation of Outside Directors, include the evaluation in “III. 1. I. Evaluation of the Outside Director Candidate.”
      11. As specified in Article 7, Clause 5 of the Regulations for the Operation of Outside Directors, include the evaluation report in “III. 1. J. Examination Report for the Outside Director Candidate.”

[Attachment 2] Details of the Activities of the Board of Directors and Outside Directors

  1. Board of Directors Meeting: Meeting Date (Time) and Agenda Notification Date
  2. Details on the Annual Accumulated Activities of the Board of Directors

    * Indicate relevant numbers under “Meetings Held” and “Participation” (only when the relevant outside director participated as a member) and include meeting hours under “Hours of Activity.”

  3. Matters Related to Education and Training for Outside Directors

    * Indicate the total number of hours by adding the hours of education and training sessions participated after appointment as outside director of the relevant financial institution in “2. Accumulated Hours of Education.”

  4. Whether the Outside Director Satisfies the Eligibility Requirements

    * Refer to No. 6 and 7 of the Preparation Guide in Attachment 1.

  5. Details of Donations Etc.to Non-profit Corporations Etc.to Which the Outside Directors Etc. Belong
    1. 1)Indicate the names and positions of the trustees or employees of the relevant corporation and specify the relationship with the outside director in the parentheses.
    2. 2)When donations are made by the affiliated companies or non-profit corporations established by the relevant financial institution, instead of by the relevant financial institution itself, specify the relationship with the relevant financial institution in the parentheses.
    3. 3)Provide any donations reported in accordance with Article 5, Clause 6 of the Regulations for the Operation of Outside Directors, but exclude donations to non-profit corporations for business purposes.
    4. 4)Provide donations made over the last two years from the disclosure date (refer to the donations specified in Article 5, Clause 6 of the Regulations for the Operation of Outside Directors),but exclude donations to non-profit corporations for business purposes.

[Attachment 3]Details on the Recommendation of CEO Candidates

  1. Overview of Procedures for the Recommendation of CEO Candidates
  2. Matters Related to the Group CEO Nomination Committee
  3. Regarding CEO candidates
    1. OOO
    2. < Preparation Guide >
      1. Outline, in detail, the internal process for the recommendation of CEO candidates in “I. Overview of Procedures for the Recommendation of CEO Candidates.”
      2. Prepare “III. Regarding CEO Candidates” for each CEO candidate and write down the name of the proponent who recommended the candidate to the group CEO nomination committee in “D. Proponent.”
      3. Provide the work experience of the CEO candidate, in detail, in “III. 1. B. Work Experience.”
      4. Write down kinships, as defined in the Civil Law, friendships formed in high school or at institutions of higher learning, and colleague relationships established in the same group of companies (refer to the group of companies defined in the “Monopoly Regulation and Fair Trade Act”) in “III. 1. C. 2) Relationship with the Candidate.”
      5. Provide the passive (disqualification) requirements of the CEO candidate, as defined in the Financial Business Act, and indicate whether the candidate satisfies the requirements in “III. 1. D. 1) Passive Requirements.”
      6. Provide detailed explanations as to whether the candidate satisfies the requirements in “III. 1. D. 2) Active Requirements.”
      7. Provide details of each member’s vote, indicating either “yes” or “no,” in “III. 1. E. Resolution of the Group CEO Nomination Committee.”