①

The Board of Directors has comprehensive authority over corporate management and shall perform management decision-making and management supervision functions.

②

The Board of Directors may delegate authority to the CEO or committees within the Board. However, this excludes significant matters stipulated in laws, articles of incorporation, or board regulations.

①

The Board of Directors shall be of a size enabling practical and prudent deliberation and decision-making. It shall consist of a sufficient number of directors to activate committees established within the Board.

②

The Board shall have outside directors capable of performing functions independent from management and controlling shareholders, and their number shall be a majority (minimum of 3) of all directors, as a scale enabling the Board to maintain independence substantially.

③

④

The Board of Directors shall consist of competent persons with expertise to make substantial contributions to corporate management, and the terms of appointed directors shall be guaranteed unless there are disqualifying reasons.

⑤

The Board shall be composed of directors with diverse backgrounds.

⑥

The Company shall enable shareholders to exercise voting rights with sufficient information and judgment time regarding director candidates.

⑦

Outside directors shall possess the qualifications required under the Commercial Act and other relevant statutes and shall satisfy each of the following independence criteria:

①

Outside directors shall have no material relationship with the Company and shall be persons capable of making decisions independent from management and controlling shareholders.

②

The Company shall establish an Outside Director Nomination Committee to fairly recommend outside director candidates, ensuring fairness and independence in the outside director candidate recommendation process.

③

The Company shall confirm and disclose that outside director candidates have no material relationship with the Company. Outside directors shall submit to the Company a confirmation that they have no material relationship with the Company upon accepting appointment.

④

Outside directors shall not hold excessive concurrent positions for faithful performance of duties.

⑤

The Company shall sufficiently provide information necessary for outside directors' performance of duties and promptly provide information necessary for outside directors' performance of duties.

⑥

Outside directors shall invest sufficient time in the performance of duties and shall attend board meetings after reviewing relevant materials in advance.

⑦

Outside directors may receive support from employees or external experts through appropriate procedures when necessary, and the Company shall support costs incurred for this.

①

The Board of Directors shall, in principle, meet regularly and shall hold regular board meetings at least once per quarter.

②

To facilitate smooth board operations, the Company shall have board regulations specifically stipulating the authority, responsibilities, and operating procedures of the Board.

③

The Board shall prepare detailed minutes for each meeting and record and maintain the meeting contents.

④

The Company shall disclose individual directors' board attendance rates and voting records on major disclosure agenda items.

⑤

Directors may participate in board meetings using remote communication means when necessary.

①

Committees composed of an appropriate number of members performing specific functions and roles shall be established within the Board.

②

Committees within the Board shall consist of a majority of outside directors.

③

The organization, operation, and authority of all committees shall be stipulated in writing. Committee resolutions on matters delegated by the Board shall have the same effect as board resolutions.

①

Directors shall perform their duties with the care of a good manager. Directors shall make rational decisions by investing sufficient time and effort based on adequate information.

②

Directors shall not exercise their authority for their own or third parties' interests and shall continuously pursue results in the best interests of the Company and shareholders.

③

Directors shall not disclose corporate secrets learned in connection with performance of duties to outsiders or use them for their own or third parties' interests.

①

When directors violate laws or articles of incorporation or neglect their duties, they shall be liable to the Company for damages. When directors have malice or gross negligence, they shall also be liable to third parties for damages.

②

If a director, in the management decision-making process, collects reasonably reliable substantial data and information, carefully and thoroughly reviews them, and performs duties in a manner believed to be in the Company's best interests through sincere and rational judgment, such director's management judgment shall be respected.

③

The Company may purchase liability insurance for directors at the Company's expense to ensure the effectiveness of holding directors accountable and to recruit competent persons as directors.

④

Directors shall periodically engage in internal and external education for efficient performance of duties.

①

Management's management activities shall be fairly evaluated, and evaluation results shall be appropriately reflected in compensation. The Board shall determine directors' compensation within the scope approved by the general shareholders' meeting.

①

To maintain independence, the Audit Committee shall consist of at least two-thirds outside directors, and to maintain expertise, one member shall be appointed as a person with professional knowledge of audit work.

②

The Audit Committee shall review the legality of directors' and management's execution of duties, soundness and validity of the Company's financial activities, appropriateness and accuracy of financial reporting processes, and perform approval of appointment and dismissal of external auditors.

③

The Board shall stipulate in writing regulations concerning the Audit Committee's objectives, organization, authority, responsibilities, and duties. Additionally, the Audit Committee shall annually evaluate the validity of such regulations and disclose the contents.

④

The Audit Committee shall hold meetings at least once per quarter and may have management, financial officers, and external auditors attend when necessary.

⑤

The Audit Committee shall prepare minutes for each meeting.

⑥

The Audit Committee may freely access information necessary for audit work and may receive advice from external experts when necessary.

⑦

The Audit Committee shall report evaluation contents regarding its own independence and major activities to the general shareholders' meeting, and the CEO shall disclose this through business reports.

⑧

Audit Committee members shall be independent from management and controlling shareholders. Therefore, Audit Committee members may only receive compensation as directors and may not receive other compensation.

①

External auditors shall maintain legal and substantive independence from audit target companies, their management, and controlling shareholders.

②

External auditors shall attend general shareholders' meetings and explain when shareholders have questions regarding audit reports.

③

External auditors are liable to compensate for damages caused to audit target companies and other information users due to careless accounting audits. External auditors shall confirm whether any information disclosed regularly with the audited financial statements is inconsistent with the audit results.

④

External auditors shall endeavor to confirm the existence of fraudulent or illegal acts by audit target companies during audits.

⑤

External auditors shall consider the viability of audit target companies as required by the External Audit of Stock Companies Act and related regulations.

⑥

External auditors shall report important matters confirmed during external audit activities to the Audit Committee.

①

The Company shall endeavor not to infringe upon the rights of various stakeholders.

②

The Company shall not neglect social responsibilities such as consumer protection and environmental protection.

③

The Company shall respect workers' rights and endeavor to improve workers' quality of life.

④

The Company shall promote the establishment of a fair market order through compliance with fair trade-related laws and pursue balanced development of the national economy.

⑤

The Company shall comply with creditor protection procedures for matters that have a significant impact on creditors' positions, such as mergers, capital reductions, and divisions/mergers.

⑥

When stakeholders also hold shareholder status, their respective rights as stakeholders and shareholders shall be protected and exercisable.

①

The form and level of creditor management oversight shall be determined through consultation between relevant parties according to corporate characteristics.

②

The form and level of worker management participation shall be determined to enable the Company to pursue sound development.

③

The Company shall provide stakeholders with information necessary for stakeholder rights protection within the scope permitted by law.

①

The Company shall disclose matters that significantly affect or may significantly affect shareholders' and stakeholders' decision-making in addition to disclosure matters required by law.

②

The Company shall describe the differences between its corporate governance and these best practices through its website.

③

When the Company decides on essential matters other than regular disclosure, it shall promptly disclose the contents in detail and accurately.

④

The Company shall prepare disclosure contents in an easily understandable manner and endeavor to make them easy for stakeholders to use.

⑤

The Company shall designate a disclosure officer and ensure that crucial corporate information is promptly transmitted to the disclosure officer.

⑥

The Company shall specifically disclose the stock ownership status of substantial controlling shareholders and specially related persons.

⑦

The Company's CEO and financial officer shall certify the accuracy and completeness of financial reporting.

⑧

The Company shall establish and disclose corporate ethics regulations.

①

Acts causing changes in corporate control, such as corporate acquisitions, mergers, divisions, business transfers, etc., shall be conducted through transparent and fair procedures.

②

Corporate control defense acts shall not be conducted in a manner that sacrifices the Company's and shareholders' interests to maintain control by some shareholders or management.

③

The Company shall enable shareholders opposing critical structural changes such as mergers and business transfers to exercise appraisal rights at fair prices reflecting the substantial value of their shares as stipulated by law.

This Corporate Governance Charter shall enter into force and become effective as amended on May 28, 2024.