Hana Financial Group (“the Company”) operates a Board of Directors (“BoD”) that includes outside directors, who are independent of corporate management and comprise a majority of the BoD. This ensures fair and transparent corporate governance, and emphasizes the BoD’s role in monitoring and providing checks and balances. Outside directors must satisfy independence requirements in compliance with financial regulations in Korea, including the Commercial Act and the Act on Corporate Governance of Financial Companies. The criteria for the independence of outside directors are as follows.

  • An outside director must not have been a full-time employee or non-executive director of the Company or its subsidiaries during the past five years.
  • An outside director must not be the spouse or a lineal ascendant/descendant of an individual who was an executive of the Company or its subsidiaries during the past three years.
  • Except for cases permitted by SEC Rule 4200 Definitions, an outside director, his/her spouse, or his lineal ascendant/descendant must not receive compensation that equals or exceeds USD 60,000 a year from the Company or its subsidiaries, etc.
  • An outside director must not have employment relations with the Company’s external auditor.
  • An outside director must not be an advisor or consultant of the Company or its management.
  • An outside director must not be an employee of a corporation that has signed a major consulting service agreement, or a technology partnership agreement, with the Company.
  • An outside director must not be an employee of a corporation for which the total sum of transactions with the Company during the past three business years equals or exceeds 10% of the Company’s total assets or operating revenue.
  • An outside director must not be an employee of a corporation that has concluded a single contract with the Company during the recent business years for a value that equals or exceeds 10% of the Company’s total sales.
  • An outside director must not have any conflicts of interest regarding matters determined by the BoD.