Article 1 (Purpose)
The purpose of these Regulations is to set forth the provisions regarding matters related to the composition and operation of the Board of Directors.
Article 2 (Scope of Application)
- ① Matters regarding the Board of Directors shall be decided in accordance with these Regulations unless provided otherwise in the laws and ordinances or the Articles of Incorporation.
- ② If detailed rules are necessary for operation of the Board of Directors, such rules may be established by the Steering Committee of BOD.
Article 3 (Composition)
- ① The Board of Directors shall consist of all directors.
- ② The company shall appoint to the board of directors those with specialized knowledge and extensive experience in various fields related to the business of the company and ensure that the board of directors shall not be weighted in favor of certain areas so as to avoid any issues caused by representation of the interests of particular groups.
Article 3-2 (Chairman of board)
- ① The Board shall elect a chairman (hereinafter, ‘the Chairman’) from among the outside directors every year, with a term of office lasting until the general shareholders’ meeting the following year. The same shall apply to a Chairman appointed due to the incumbent Chairman being unable to perform his duties, such as because of an accident, etc.
- ② In case the chairman is absent or disabled, a director designated by the Board shall give the convening notice and shall convene the Board meeting and the person who convenes the Board meeting shall be the chairman of the Board meetings.
- ③ If a non-outside director is appointed as Chairman in contravention of Clause 1, the board shall disclose the reasons and appoint Senior Outside Director representing the outside directors from among outside directors.
- ④ The Senior Outside Director shall carry out the following duties:
- 1. Convene and preside over the Outside Director Meeting composed of all of the Outside Directors
- 2. Support outside directors in carrying out their duties efficiently;
- 3. Support outside directors to enhance their responsibilities.
- ⑤ The company shall provide necessary support to the Senior Outside Director to carry out the duties stipulated in Clause 4.
- ⑥ The company shall disclose the facts involved with Clause 1 and Clause 3 after the closing of the BOD meeting without delay.
Article 4 (Authorities and Responsibilities)
- ① The Board of Directors shall approve the management strategy, management goals and business plan of the Holding Company(the “Company”) and supervise the implementation thereof.
- ② The Board of Directors shall be equipped with the environment and system for risk management that is suitable to the management strategy of the Company and the Affiliated Companies(the “Affiliates”).
- ③ The Board of Directors may advise, recommend correction, and request submission of data regarding managerial matters of the Company’s complete subsidiaries, etc. In this case, the Board of Directors shall be responsible for following matters.
- 1. The Board of Directors shall not impair managerial soundness of complete subsidiaries, etc., customers’ interest, and sound order of financial transactions;
- 2. The directors of the Company shall not reveal, either in their service or after retirement, the business confidentiality of complete subsidiaries, etc., which was known in the due course of their business as director;
- 3. The Board of Directors shall not violate the relevant laws and regulations.
- ④ The board of directors shall pay due consideration to the legitimate profits of the stakeholders, including shareholders, investors, and financial consumers, as well as the long-term development of the company.
- ⑤ The board of directors and the committees under it shall make every effort to establish the governance structure policies and processes necessary for the structure, sales, and related risk management of the company and affiliated companies.
- ⑥ The board of directors and the committees under it shall recognize the independent legal and governance structure responsibilities of the board of directors of the affiliated companies while also conducting adequate supervision of the affiliated companies.
- ⑦ Considering the characteristics, scale, and complexity of the risk borne by the company and the affiliated companies, the board of directors and the committees under it shall establish a governance structure that ensures the adequacy of risk management and evaluate the appropriateness of such risk management.
Article 5 (Convening of Meetings)
- ① The board of directors meeting shall be divided into regular meetings and special meetings, and the chairman shall convene all meetings.
- ② Regular board meetings shall be convened at least once every quarter, and special meetings shall be convened whenever the Chairman deems it necessary or another director requests. However, if the Chairman cannot convene such a meeting, another director may do so instead.
Article 6 (Notice of Convening)
The meetings of the Board of Directors shall be convened upon determined date, by giving notice to each of the directors 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 directors.
Article 7 (Resolutions)
- ① The following matters shall be decided by resolution of the Board of Directors. However, with regard to Clause C of Subparagraph 4, the Board of Directors may entrust the chief executive officer with the responsibility of deciding the amount and type of corporate bonds, with maturity periods not exceeding one (1) year, and their issuance. To the extent permitted by the Articles of Incorporation and relevant laws, the Board of Directors may delegate its powers to its committees, so that they may deal with other matters.
- 1. The convening of a general meeting of shareholders and matters related to the agenda to be discussed: Agenda items with different characteristics, such as recommendations of outside director candidates, shall be submitted to the general shareholders’ meeting separately.
- 2. Matters regarding the establishment, abolishment, and amendment of major rules and regulations:
- a. The Articles of Incorporation, Internal Regulations for Corporate Governance, Regulations for the Board of Directors, Regulations for Committees within the Board of Directors, Regulations for Operation of Outside Directors, Regulations for Management Succession Plan, Regulations for Disclosure of Corporate Governance, Regulations for Internal Control of Group, Regulations for Internal Accounting Management, Regulations for the Management Executive Committee, Guidelines for Provision and Use of Customer Information, and Regulations for Compensation and Performance Evaluation of Hana Finance Group
- b. Other major regulations that are deemed subject to resolution of the Board of Directors;
- 3. Matters regarding general management;
- a. Establishing and evaluating the Company’s management objectives and mid- to long-term management strategies, including business plans of related companies
- b. Approval of formulating a budget and account closing;
- c. Important organizational changes, such as the dissolution, business transfer, merger, and breakup
- d. Inclusion or exclusion of related companies. However, an exception shall be made where the target company is a grandson company under each of the following cases:
- (1) Where there is conversion of investments for corporate restructuring
- (2) Where it is a management-participatory private equity collective investment scheme
- (3) Where it is a special purpose company
- (4) Where the invested amount is not more than 1/100 of the owner’s equity and approval from a financial supervisory authority is not required (pursuant to Section 1 Sub-paragraph 6 Item (d) of the same Article)
- e. Investment in subsidiaries;
- 4. Matters regarding capital and funding;
- a. Issue of new shares and capital reduction;
- b. Conversion of reserve fund into capital; or
- c. Issue of bonds;
- 5. Matters regarding directors, etc.;
- a. Appointment and dismissal of the CEO
- b. Establishment, adjustment and abolishment of the committees under the Board of Directors, and the appointment and dismissal of the members of such committees (excluding appointment and dismissal of the members of the Audit Committee);
- c. Determination of directors’ remuneration within the limit delegated by the meeting of shareholders; or
- d. Approval of transactions between directors and the Company;
- e. Board of Directors, Committees inside Board of Directors and Matters regarding evaluation criteria of Outside Directors
- f. Matters regarding Senior Outside Directors and designation of the chairman of the board
- g. Determination of the priority of an acting chairman of the board of directors
- h. Determination of the priority of an acting Group CEO
- 6. Matters regarding major contracts, etc.;
- a. Investment, the total amount of which in one transaction is in excess of 1/100 of the equity capital of the Company;
- b. Funding for financial support to the Affiliates, of which the total amount in one transaction is in excess of 3/100 of the equity capital of the Company;
- c. Acquisition and disposal of major assets, the total amount of which in one transaction is in excess of 1/100 of the equity capital of the Company;
- d. The “equity capital” referred to in paragraphs (a) through (c) shall be decided on the basis of “total capital” on the balance sheet either as of the end of the fiscal year immediately prior to the Board of Directors’ meeting to which the relevant agenda is submitted or as of the end of June of the fiscal year in which the Board of Directors’ meeting is held, whichever is latest; provided, however, that, if such standard is not suitable due to special reasons, etc., a changed standard can be applied upon resolution of the Board of Directors;
- 7. Matters regarding overall governance policies and principles
- 8. Matters regarding the monitoring of conflicts of interest between major shareholders, directors, and the Company
- 9. Matters regarding the establishment and revision of the internal control system
- 10. Matters regarding the establishment and revision of the risk management standard
- 11. Matters regarding the establishment of CEO management succession plans for the Group CEO and the Group Officer Nomination Committee, appropriateness evaluation, and the regular management of the CEO candidate group
- 12. Matters that, according to relevant laws, require resolutions of the board of directors
- 13. Others
- a. Appointment and dismissal of managers
- b. Matters deemed necessary by the board of directors, the committees under the board of directors, or the chairman & CEO
- c. Matters related to the appointment of a Group Chief Strategy Officer, a Group Chief Financial Officer, a Group Chief Risk Management Officer, a Group Chief Compliance Officer, a Risk Management Officer and a Group Chief Auditor
- ② The following matters shall be reported to the Board of Directors.
- 1. Performance following management objectives, and status of mid- to long-term management strategy implementation
- 2. Matters that should be reviewed and resolved by the committees under the Board of Directors;
- 3. Matters that should be reported to the Board of Directors under other regulations; or
- 4. Any other matters that are recognized by the Board of Directors or the Representative Director / Chairman as necessary to be reported to the Board of Directors
Article 8 (Method of Resolution)
- ① All resolutions of the Board of Directors shall require the presence of more than one half (1/2) of all directors and a majority vote of the directors present at the meeting to accept the resolution, except as otherwise provided in the laws and regulations or the Articles of Incorporation. However, in the event the resolution is to dismiss the Group Chief Compliance Officer or the Risk Management Officer, such a resolution shall be adopted by affirmative vote of two-thirds (2/3) or more of all directors.
- ② The Board of Directors may allow all directors 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 directors shall be deemed to have attended the meeting.
- ③ A director having a special interest in respect of the matter for deliberation by the Board of Directors shall not exercise the voting right, and such director shall not be included in the directors present for the calculation of the votes.
Article 9 (Attendance of Relevant Persons)
If deemed necessary, the Chairman may have any internal or external relevant persons attend the Board of Directors meeting to provide opinions thereto.
Article 10 (Committees within Board of Directors and Temporary Committees)
- ① The following committees shall be established within the Board of Directors, the composition and operation, etc. of which shall be decided by regulations of each committee to be determined separately.
- 1. Steering Committee of Board of Directors;
- 2. Audit Committee;
- 3. Outside Director Nomination Committee;
- 4. Risk Management Committee; and
- 5. Group Executive Nomination Committee
- 6. Management Development and Compensation Committee.
- 7. Auditor Nomination Committee
- 8. Group CEO Nomination Committee
- 9. Sustainable Management Committee
- 10. Consumer Risk Management Committee
- ② The Board of Directors may establish an extraordinary committee, if necessary.
- ③ The committees shall report to the Board of Directors regarding their resolutions, and the Board of Directors may re-resolve the resolutions of such committees. However, the Board of Directors may not re-resolve the resolutions of the Audit Committee.
Article 11 (Director’s Participation in the General Shareholders’ Meeting)
The chairman of the board of directors and the heads of committees under the board of directors must participate in the general shareholders’ meeting and answer the questions of shareholders.
Article 12 (Minutes)
- ① Deliberations of meetings of the Board of Directors shall be recorded in minutes.
- ② The minutes of the Board of Directors meetings shall set forth the agenda, summary of progress, results thereof, objecting directors, and reasons thereto, and shall affix the seal or signatures of the directors in attendance.
Article 13 (Department in Charge)
- ① The Board of Directors shall have a secretariat for the Board of Directors to provide services in a smooth and efficient manner.
- ② The secretariat for the Board of Directors shall assist the Board of Directors and outside directors in providing services.
These Regulations shall be effective from December 1, 2005.
These Regulations shall be effective from March 28, 2008.
These Regulations shall be effective from December 11, 2009
These Regulations shall be effective from March 26, 2010.
These Regulations shall be effective from February 10, 2011.
These Regulations shall be effective from October 21, 2011.
These Regulations shall be effective from February 6, 2015.
These Regulations shall be effective from October 23, 2015.
These Regulations shall be effective from March 25, 2016.
These Regulations shall be effective from August 1, 2016.
These Regulations shall be effective from February 4, 2020.
These Regulations shall be effective from July 23, 2020.
These Regulations shall be effective from March 9, 2021.
Provided, however, that Article 10 Section 1 Sub-paragraphs 9 and 10 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.