Article 1 (Purpose)

These regulations are intended to maintain the stability and continuity of management by minimizing uncertainty, such as the occurrence of a management vacuum, through the advance preparation of procedures for replacing chief executive officers (CEOs) of Major Group Companies and identifying and systematically nurturing skilled individuals with expertise in the financial industry in the long term.

Article 2 (Definitions)

  1. “Major Affiliated Companies” refers to Hana Bank, Hana Financial Investment, Hana Card, Hana Capital, Hana Life and Hana Savings Bank.
  2. “Major Group Companies” refers to the Major Affiliated Companies defined in Clause 1 above and the “Nomination Committee,” refers to the “Group CEO Nomination Committee” and the “Group Officer Nomination Committee.”

Article 3 (Establishment and Revision of Management Succession Plan)

  1. The Nomination Committee shall be responsible for establishing the management succession plan for the Major Group Companies every year and may revise the plan when there are changes in the candidate eligibility requirements.
  2. The Nomination Committee may establish and manage the overall management succession plan without the establishment of management succession plans for individual Major Affiliated Companies.

Article 4 (Reasons for Initiating the Management Succession Process)

The reasons for initiating the management succession process are the occurrence of retirements, resignations, dismissals, and accidents among the management.

Article 5 (Considerations of Initiating the Management Succession Process)

  1. For the retirement of a CEO of a Major Group Company, the board of directors or Nomination Committee shall initiate the management succession process at least thirty days prior to the day of notification of the general shareholders’ meeting, while for resignations, dismissals and accidents, the process shall be initiated immediately.
  2. The company shall conclude the appointment as soon as possible from the time of the initiation of the management succession process. However, in the event of unavoidable delays, the company shall announce the reason for the delay, the acting CEO until the appointment of new CEO, the management plan and CEO appointment schedule.

Article 6 (Eligibility Requirements)

  1. The CEO of a Major Group Company shall share the company vision, contribute to the public interest, and carry out sound management based on extensive experience and knowledge of the goals and business of the particular company.
  2. A CEO candidate of a Major Group Company must satisfy the minimum qualifications specified below, as well as the eligibility requirements defined in the Act on Governance of Financial Companies. The Nomination Committee may impose additional eligibility requirements in order to verify the qualifications and competence of candidates.
    1. Experience: Experience in the financial industry
    2. Expertise: Past work performance and specialized knowledge
    3. Age: Up to 70 years old
    4. Ethics: Mirror the core values of Hana Financial Group
    5. Health: In good health and without major health conditions

Article 7 (Verification of Eligibility Requirements)

  1. On an annual basis, the Nomination Committee shall verify and manage the minimum qualifications specified in Article 6 and the eligibility requirements for CEO candidates of Major Group Companies defined in the related regulations.
  2. Upon a credit transaction between a company in a special relationship with a CEO candidate of a Major Group Company or an affiliated company, the Nomination 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 8 (Classification of Candidates)

Inside candidates shall be selected from among CEOs of affiliated companies, officers in core positions in the group, and a candidate group of skilled individuals in core areas. Outside candidates shall have extensive knowledge and expertise in the business of the Major Group Company and experience in the financial industry.

Article 9 (Period of Appointment Contract)

  1. The Nomination Committee shall approve the final candidate group according to the process below.
    1. Verification of the minimum qualifications, including experience, expertise, age, ethics, and health
    2. Verification of the eligibility requirements defined in related regulations
    3. Approval of final candidate group by the Nomination Committee after the verification of eligibility of backup candidate group based on comprehensive considerations reflecting the opinions of CEO and outside consulting agencies
  2. The final candidate group of the Major Group Company approved by the Nomination Committee each year may be considered as the management succession plan of the Major Group Company.

Article 10 (Recommendation and Management Succession Process)

  1. The Nomination Committee may conduct presentations and in-depth interviews in relation to the mid- and long-term management plans and the strengths of individual candidates. The Nomination Committee shall evaluate the role and required competences of CEOs so as to make a recommendation of the final candidate through comprehensive considerations with verification materials for the management succession plans and eligibility requirements.
  2. The Nomination Committee shall establish a detailed recommendation process for CEO candidates of the Major Group Companies.

Article 11 (Examination of Appropriateness of Management Succession Plan)

The board of directors of the company shall examine the appropriateness of the management succession plan for CEOs of Major Group Companies at least once a year.

Article 12 (Emergency Plan)

  1. In order to prepare for the event a CEO is involved in an accident, the board of directors or CEOs of Major Group Companies shall determine the order of an acting CEO, as specified in the Articles of Association, and report to the Nomination Committee.
  2. In the event of a resignation or accident involving a CEO of a Major Group Company, the Nomination Committee shall carry out an emergency plan that reflects the management succession plan and recommend a new candidate within thirty days, unless there are unavoidable circumstances preventing such action.

Article 13 (Department in Charge)

  1. The board of directors support department shall be in charge of all activities related to the management succession plan for a CEO.
  2. The department in charge shall carry out the tasks below:
    1. Continuous management, evaluation, and verification of the CEO candidate group
    2. Support for the evaluation of the CEO candidate group
    3. Support for all other tasks necessary for the succession of a CEO
    4. Management of emergency plans for the Major Group Companies
    5. Periodic status report to the board of directors or the Nomination Committee regarding the tasks specified in Clause 2, No. 1, 2, 3, and 4 of this article.

SUPPLEMENTARY PROVISIONS

This regulation is effective as of February 6, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from October 23, 2015.

SUPPLEMENTARY PROVISIONS

These Regulations shall be effective from August 1, 2016.