Article 1 (Purpose)

The purpose of these Regulations is to set forth provisions for the composition and operation of the Outside Director Nomination Committee (“Committee”) as contemplated by the Articles of Incorporation and the Regulations on Board of Directors.

Article 2 (Composition)

  1. The Committee shall consist of three to six directors, including the Chairman or Senior Outside Director. However, outside directors shall make up the majority of Committee members.
  2. The company shall appoint outside directors who meet independent requirements specified in relevant laws and possess expertise and finance-related experience in various fields for the Outside Director Nomination Committee.
  3. Chairman shall be either outside director and chairman of the Board or an appointed outside director.
  4. In case of absence of committee chairman or accident, one of the outside directors shall perform the duties of the chairman on in accordance with the line of succession as determined by the Board.

Article 3-1 (Duties)

  1. The Committee shall establish principles for the appointment of outside directors and seek out, review, and recommend candidates with expertise in various fields, as required for outside directors of the company.
  2. The Committee shall manage the outside director candidate group on a regular basis and verify that the outside directors in each category satisfy the eligibility requirements.
  3. Upon a credit transaction between a company in a special relationship with an outside director candidate and an affiliated company, the Committee shall have the credit committee of the affiliated company report the appropriateness of the credit transaction in order to verify the transaction and report it to the board of directors.

Article 3-2 (Candidate nomination procedure and disclosure, etc.)

Matters related to the recommendation and disclosure process for outside director candidates shall comply with the regulations for the operation of outside directors and the Governance Announcement Regulations.

Article 4 (Convening of Meetings)

  1. The Committee meetings shall be convened on occasion as deemed necessary by the chairman.
  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 5 (Resolutions)

  1. The Committee shall deliberate on and resolve the following matters.
    1. Matters related to the establishment of appointment principles for outside directors
    2. Matters related to the recommendation of outside director candidates for the company
    3. Matters related to the regular management of the outside director candidate group and verification of their eligibility
    4. Other matters necessary for the recommendation of outside director candidates
  2. The Committee shall report to the Board of Directors on the matters resolved at the Committee meeting.
  3. The Committee shall report the management details of the outside director candidate group, as specified in Clause 1, Section 3 of this Article, to the board of directors at least twice a year.

Article 6 (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 such as nominating oneself as candidate of outside director 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.
  4. Committee members may not recommend themselves as outside director candidates.

Article 7 (Operation of Advisory Committee for Selection of Outside Directors)

If deemed necessary, the Committee may establish and implement an advisory committee for selection of candidates for outside directors.

Article 8 (Attendance of Relevant Persons)

If deemed necessary, the chairman may have any internal or external relevant persons attend the Committee meeting to provide opinions thereto.

Article 9 (Minutes)

  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.

Article 10 (Supervising Department in Charge)

The BOD support team within management support office shall be the department responsible for administration of duties related to the Committee.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from December 1, 2005.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from July. 24, 2009.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from March 26, 2010.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from February 10, 2011.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from April 15, 2012.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from July 1, 2013.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from October 24, 2014.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from February 6, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from August 1, 2016.