Article 1 (Purpose)

The purpose of these Regulations is to set forth the provisions for the composition and operation of the Management Development and Compensation Committee (the “Committee”) as prescribed by the Articles of Incorporation and the Regulations on Board of Directors.

Article 2 (Definitions)

The terms used in these regulations are defined as follows:

  1. “Group” refers to Hana Financial Group Inc. (hereinafter referred to as the “Company”) and all affiliated companies.
  2. “Affiliated Companies” include all subsidiaries and second-tier subsidiaries, as defined in the Financial Holding Companies Act.
  3. “Officers” include all registered and unregistered officers (including Division Head, hereinafter the same).
  4. “Financial investment service representatives” refer to officers responsible for design, sales and management of securities or derivatives that significantly affect the level of risk of the financial companies in accordance with the Financial Investment Services and Capital Markets Act.

Article 3 (Composition)

  1. The Committee shall consist of no more than five outside directors, including one director from the Risk Management Committee. However, one or more Committee members shall be appointed from among those who have extensive experience in the fields of banking, accounting or finance at financial institutions or general companies.
  2. The chairman of the Committee shall be elected among the Committee members who are outside directors by the resolution of the Committee.
  3. If the chairman of the Committee is absent or disabled, the position shall be deputized in accordance with the order established by the Committee.

Article 4 (Role)

  1. The Committee shall manage and supervise the establishment of a compensation system, performance evaluations, and the determination of which officers and financial investment service representatives shall receive compensation, and the suitability of the overall compensation system.
  2. The committee shall continuously inspect the compensation system, risk factors, Hana Financial Group performance evaluations, and compliance with compensation regulations. Independently of management, the committee shall also conduct annual evaluations of the compensation system.
  3. The committee shall carriy out its duties so as to effectively manage compensation activities and create harmony between the compensation system and the risk structure.
  4. The committee shall also make its best effort to improve the objectivity of the design and management of the compensation system and conduct annual evaluations of the system, through which it receives advice from outside experts.
  5. The committee may request to reflect the results after reviewing the suitability of performance evaluations and other matters related to compensation resolved by the evaluation and compensation committee or the board of directors of Affiliate Companies, and the evaluation and compensation committee or the board of directors of Affiliate Companies should reflect this.

Article 5 (Convening of Committee Meetings)

  1. A Committee meeting shall be convened when the head of the Committee deems it necessary.
  2. The Committee meetings shall be convened upon determined date, by giving notice to each of the Committee members 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 Committee members.

Article 6 (Resolutions)

  1. The Committee shall deliberate on and resolve the following matters:
    1. Matters related to the determination of compensation, payment methods, and performance evaluation for officers of the Company or its affiliates, and financial investment service representatives;
    2. Matters related to design and management of the compensation system and performance evaluation system for officers of the company or its affiliates, and financial investment service representatives, and suitability evaluations of such design and management;
    3. Matters related to decision-making procedures with respect to the compensation system for officers of the Company or its affiliates, and financial investment service representatives;
    4. Matters related to the preparation and public announcement of annual reports on compensation;
    5. Preliminary review of compensation in accordance with Article 5, Clause 4 of the Regulations on the Severance Pay of the Director;
    6. Other matters related to the compensation system.
    7. Other matters deemed necessary by the Board of Directors or the Committee
  2. The committee may review the matters resolved by the evaluation and compensation committee of the Affiliate Companies with regard to Clause 1 above and make comments.
  3. The Committee shall report to the Board of Directors on the resolutions of the Committee.

Article 7 (Method of Resolution)

  1. All resolutions of the Committee shall be adopted by affirmative vote of a majority of all members.
  2. The Committee may allow all members 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 members shall be deemed to have attended the meeting.
  3. A Committee member having a special interest in respect of the matter for deliberation by the Committee shall not exercise the voting right, and such member shall not be included in the members of the Committee for the calculation of the votes.

Article 8 (Attendance of Related Persons, Request for Material Submission and Outside Advice)

  1. If deemed necessary, the Chairman may have any internal or external relevant persons attend the Committee meeting to provide opinions thereto and may request to submit data and preserve document to the company and subsidiaries.
  2. The committee may request advice from outside experts if deemed necessary for carrying out its role effectively.

Article 9 (Minutes, etc.)

  1. Deliberations of Committee meetings shall be recorded in minutes.
  2. The minutes of the Committee meetings shall set forth the agenda, summary of progress, results thereof, objecting members, and reasons thereto, and shall affix the seal or signatures of the members in attendance.
  3. The committee shall keep all records of the establishment of the committee, management history, risk management, and the management and supervision activities of the compliance department in document form.

Article 10 (Supervising Department in Charge)

The board of directors support department shall be in charge of all committee practices and activities.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from December 1, 2005.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from April 29, 2006.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from March 6, 2007.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from March 28, 2008.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from June 15, 2010.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from February 10, 2011.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from February 6, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from April 14, 2015

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from August 1, 2016.