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Hana Business Network
Corporate Responsibility
Article 1 (Purpose)
These Guidelines are designed to provide for specific principles and procedures to be observed with regard to the composition and operation of the Board of Directors of Hana Financial Group (hereinafter referred to as "Company"), installation of committees under the Board of Directors, required competencies of officers, evaluation of the performance of officers, and matters related to the succession of members of management, including the eligibility of the chief executive officer, etc. in order to protect the interests of the shareholders and financial consumers of the Company.
Article 2 (Principle of Governance Structure)
Article 3 (Public Notice)
Article 4 (Enactment and Amendment, etc.)
These Guidelines shall be enacted and amended by the resolution of the Board of Directors. However, this provision shall not apply to cases involving compliance with relevant laws, changes made in accordance with resolutions of the general meeting of shareholders or meeting of the Board of Directors, modifications to these Guidelines not involving any major changes to their content, or amendments made as a result of reorganization.
Section 1. Composition of the Board of Directors
Article 5 (Composition of the Board of Directors)
Article 6 (Chairman of the Board of Directors)
Section 2. Eligibility of Directors
Article 7 (Eligibility of Directors)
Section 3. The Board of Directors and Authorities and Responsibilities of Directors
Article 8 (Authorities and Responsibilities of the Board of Directors)
Article 9 (Authorities and Responsibilities of Directors)
Section 4. Standards of and Procedure for the Appointment and Retirement of Directors
Article 10 (Procedure for the Appointment of Directors and Their Term of Office)
Article 11 (Standards of and Procedure for the Retirement of Directors)
Section 5. Procedure for the Convocation of Meetings of the Board of Directors and Exercise of Voting Rights
Article 12 (Procedure for the Convocation of Meetings of the Board of Directors)
Article 13 (Method of Adoption of Resolutions of the Board of Directors)
Section 6. Matters regarding Evaluations of the Performance, etc. of ths Borad of Directors
Article 14 (Evaluation of Performance, etc.)
Section 1. Types, Composition, and Function of Committees
Article 15 (Committees of the Board of Directors)
Article 16 (Audit Committee)
Article 17 (Risk Management Committee)
Article 18 (Management Development and Compensation Committee)
Article 19 (Group Executive Nomination Committee)
Article 20 (Independent Directors and Audit Nomination Committee)
Article 21 (Group CEO Nomination Committee)
Article 22 (Sustainable Management Committee)
Article 23 (Consumer Risk Management Committee)
Article 24 (Internal Controls Committee)
Section 2. Matters regarding Performance Evaluations, etc. of Committees
Article 25 (Performance Evaluations, etc.)
Section 1. Eligibility of Officers
Article 26 (Scope of Officer)
The term "Officer" in these Guidelines shall refer to officers prescribed under Article 2, Paragraph 2 of the Corporate Governance Act.
Article 27 (Eligibility of Officers)
Article 28 (Eligibility of Compliance Officer and Risk Officer)
Section 2. Authority and Responsibility of Officers
Article 29 (Authority and Responsibility of Officers)
Article 30 (Stocks Held by Officers)
Section 3. Guidelines and Procedures for the Appointment and Retirement of Officers
Article 31 (Appointment of Officers)
Article 32 (Retirement, etc. of Officers)
Section 4. Educational System for Officers and Officer Candidates
Article 33 (Education and Training of Officers)
Article 34 (Selection of and Education for Officer Candidates)
Section 5. Performance Evaluation for Officers and Method of Payment of Compensation
Article 35 (Performance Evaluation for Officers)
Article 36 (Remuneration of Officers)
Article 37 (Principle of Management Succession of the Chief Executive Officer)
Article 38 (Support for the Management Succession Plan for the Chief Executive Officer)
Article 39 (Eligibility of the Chief Executive Officer)
Article 40 (Procedure for the Nomination of CEO Candidates)
Article 41 (Announcement regarding the Nomination of the Chief Executive Officer)
In the event the Group CEO Nomination Committee nominates a Chief Executive Officer, or the Group Executive Nomination Committee nominates a Chief Executive Officer of an affiliate company, the Company, or the relevant affiliated company, shall announce the following information prior to the date a notice is issued regarding the convocation of a general meeting of shareholders. The details of such announcement and methods for accessing the announced information shall be included in such notice.
Article 42 (Establishment of Accountability-based Management System)
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from August 1, 2016. However, the eligibility criteria, etc. for officers shall apply to officers who are appointed (or re-appointed) after this enforcement date.
Article 2 (Abolition of Other Guidelines)
The existing Corporate Governance Guidelines of Hana Financial Group shall be abolished.
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from October 27, 2017
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from December 22, 2017
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from April 20, 2018
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from November 30, 2018
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from February 4, 2020
Provided, however, that Article 10 Section 6 Sub-paragraph 2 shall be implemented from the date when amendment to the Articles of Incorporation is resolved by the 15th Ordinary General Shareholders’ Meeting expected to be held in March 2020.
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from July 23, 2020
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These regulations shall be implemented from the date when amendment to the Articles of Incorporation is resolved by the 16th Ordinary General Shareholders’ Meeting expected to be held in March 2021.
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These regulations shall be implemented from the date when amendment to the Articles of Incorporation is resolved by the 17th Ordinary General Shareholders’ Meeting expected to be held in March 2022.
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from July 27, 2023
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These Guidelines shall take effect from December 2, 2024. Provided, however, that Article 7 Section 6 shall be implemented from January 2, 2025.
SUPPLEMENTARY PROVISIONS
Article 1 (Enforcement Date)
These regulations shall be implemented from the date when amendment to the Articles of Incorporation is resolved by the 20th Ordinary General Shareholders’ Meeting expected to be held in March 2025.