Corporate Governance Charter

HANJIN KAL Corp.’s CORPORATE GOVERNANCE CHARTER.

Preamble

HANJIN KAL Corp. (hereinafter referred to as “Company”) aims at driving sustainable growth as an enterprise, and is at the same time committed to go-ahead, balanced managerial activities so that such an effort could bring about customer satisfaction, growth of corporate members and partners, maximization of shareholder interest, happiness of the society, and the national economic and human progress.

With a firm belief that establishing a more healthy, transparent corporate governance structure will be the stepping stone in realizing such management goal and philosophy, the Company enacts this 「HANJIN KAL’s Corporate Governance Charter」 as follows and has it as the general principle for the Company’s management.

The Company pursues lasting development of the corporate and shareholder values, ultimately gaining trust and respect from stakeholders by providing assistance to composition and activities of the professional and independent Board of Directors and supervising the management’s responsible management through the Board of Directors according to this Charter.

CHAPTER 1. SHAREHOLDERS

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Article 1. Rights of Shareholders
① The shareholders of the Company shall, as the owner of HANJIN KAL Corp. (hereinafter referred to as “Company”), have the following basic rights stipulated by the Commercial Act and other relevant laws.
- The right to participate in profit sharing;
- The right both to attend the general meeting of shareholders and vote; and
- The right to obtain corporate information necessary for exercising their shareholder’s right in a timely and regularly manner.

② Any matters bringing significant changes to the existence of the Company and the shareholders’ rights, such as amendment to the Articles of Incorporation, merger, business transfer deal, splitup, winding-up, reduction of capital, and comprehensive exchange or transfer, shall be determined at the general meeting of shareholders by means of due process ensuring the shareholders’ rights to the maximum extent possible.

③ The Company shall provide the shareholders sufficiently in advance with adequate information on the date, time, place and the list of agenda to be dealt with at the general meeting of shareholders in order to give them enough time to deliberate and to ease the process of exercising their right related to the date, time and place of the general meeting of shareholders.

④ The shareholders may suggest an agenda to the general meeting of shareholders in accordance with the Commercial Act and relevant laws and may ask a question and request for explanation about the agenda at the general meeting of shareholders.
Article 2. Equitable Treatment of Shareholders
① Each shareholder shall have one vote for each share he/she owns, and the Company shall treat its shareholders equally based on the criteria prescribed by the Commercial Act and relevant law, in order not to constitute an infringement on their basic rights; provided, however, that, restriction on voting rights of certain shareholders may be imposed on strictly in accordance with the relevant laws and regulations.

② The Company shall provide any necessary information to shareholders sufficiently and fairly in a timely manner pursuant to relevant laws and regulations. In addition, the Company shall ensure that all shareholders are treated equally even when disclosing any information which the Company is not obligated to disclose.

③ The Company shall protect its shareholders from illegal insider trading or self-dealings of other shareholders and control such trading with an appropriate internal control system.
Article 3. Responsibilities of Shareholders
① Each shareholder shall endeavor to exercise his/her voting rights proactively for the development of the Company by acknowledging that his/her exercise of voting rights can affect the management of the Company.

② The controlling shareholders who have influence on the management of the Company shall act in the best interests of the Company and all shareholders, and shall bear any corresponding liabilities in the event the Company and the other shareholders sustain damages due to any act contrary thereto.

CHAPTER 2. BOARD OF DIRECTORS

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Article 4. Functions of the Board of Directors
① The Board of Directors shall have comprehensive authority with respect to the management of the Company within the four corners of the relevant law, and shall make important managerial decisions and supervise the management of the Company for the best interests of the Company and the shareholders.

② The Board of Directors may delegate its authority to the representative director or the committees under the Board of Directors; provided, however, that this shall not apply to important matters stipulated in the relevant laws and regulations, the Articles of Incorporation, or the Regulation of the Board of Directors.

Article 5. Composition of the Board of Directors and Election of Directors
① The Board of Directors shall be composed of a sufficient number of directors for statement of various opinions and effective decision-making; provided, however, that the Board of Directors shall have outside directors who can function independently from the management and the controlling shareholders, and their number shall hold a majority of the total number of directors.

② The inside directors shall be appointed at the general meeting of shareholders by recommendation from the Board of Directors.

③ In order for balanced appointment of competent outside directors with expertise who can contribute substantially to the management of the Company, the candidates for outside directors shall be recommended by the Committee for Recommending Candidates for Outside Directors comprised of outside directors in majority. After such a process of verification and recommendation, outside directors shall be appointed at the general meeting of shareholders.

④ The term of office of the directors appointed shall be guaranteed unless there is any separate ground for disqualification as specified in a law
Article 6. Qualifications of Directors
① The directors shall come up to qualification standards stipulated by relevant laws and regulations, and equally represent the interest of all shareholders and stakeholders.

② The inside directors shall have sufficient experience and knowledge in the sectors associated with the Company’s business as the upper management of the Company, and shall be able to allocate sufficient time for performance of their duties.

③ The outside directors shall possess rich expertise and business experience in the financial, accounting, law, economic and governance structure sector, and shall not have a major interest with the Company and shall be able to make decisions independently from the management and certain shareholders.
Article 7. Operation of the Board of Directors
① As a principle, the Board of Directors shall hold the Board of Directors’ meeting on a regular basis, and hold a special Board of Directors’ meeting whenever an urgent agenda is required to be handled. The Board of Directors also shall establish and operate the Regulation of the Board of Directors which concretely stipulates the rights, responsibilities and operation procedure of the Board of Directors in order for its smooth operation.

② The Board of Directors shall prepare the minutes of its every meeting, stating the subjects, substance of proceedings of the meeting of Board of Directors, the result thereof, the name of Directors opposing a resolution, and the reason thereof and keep the minutes on file.

③ T The Board of Directors shall disclose the details of the activities of individual directors, including each director’s attendance rate at the Board of Directors’ meeting, and yeas and nays of each director on any major agenda pursuant to the method and scope provided by relevant laws.
Article 8. Committees under the Board of Directors
① The Board of Directors may establish and operate under the Board of Directors committees for the purpose of increasing expertise in performing duties and efficiency of the operation, as provided by the Company’s Articles of Incorporation.

② The composition, operation and authorities of all committees will follow the regulations stipulated.

③ The resolutions passed by the committees with respect to the matters delegated by the Board of Directors shall have the same effect as the resolutions passed by the Board of Directors, and the committees shall report such resolutions to the Board of Directors.

④ In the event a material problem to the resolution adopted by the committee is found, the Board of Directors may re-adopt the same resolution after due deliberation.

Article 9. Roles of Outside Director
① The outside directors shall be involved in major decisions in relation to the Company’s management as members of the Board of Directors, and supervise the affairs of the management and offer assistance to the management through adequate advice at the same time.

② The outside directors shall devote sufficient time for the performance of their duties, and shall attend the Board of Directors’ meeting after reviewing the relevant materials thoroughly in advance.

③ The Company shall provide sufficient information necessary for performance of duties by the outside directors prior to the Board of Directors’ meeting.

④ The outside directors may request the Company to provide any information necessary for performing their duties and, if necessary, request for assistance from the employees or outside experts in accordance with the appropriate procedure for the performance of their duties at the cost of the Company.

⑤ The outside directors shall avoid excessive side job for faithful performance of their duties.

Article 10. Obligations and Responsibilities of Directors
① The directors shall perform their duties with the duty of care of a good manager and make reasonable decisions based on sufficient information by devoting adequate time and effort.

②The directors shall not exercise their authorities for their own interests or those of any third party, and shall always seek to achieve results for the best interests of the Company and the shareholders.

③ The directors may not divulge or use for their own interests or those of any third party any confidential information of the Company acquired during the performance of their duties.

④ In the event that any director violates the relevant laws or any provision of the Articles of Incorporation or neglects his/her duties, the director shall indemnify the Company. The director shall also indemnify any third party in case of bad faith or gross negligence on their part.

⑤ The managerial decisions of directors shall be respected as long as they have collected, and prudently and sufficiently reviewed reasonably reliable materials and information during the process of making such managerial decisions, and performed their duties in the manner believed to be in the best interests of the Company based on reasonable decisions in good faith.

⑥ The Company may purchase liability insurance for the directors at its expense in order to recruit competent persons as directors.

Article 11. Evaluation and Compensation
① The business activity of the Board of Directors shall be fairly evaluated and the results shall be - 8 - rationally and appropriately linked to the compensation.

② The compensation of the directors shall be executed within the range approved at the general meeting of shareholders.

③ The Company shall publicly announce the compensation of a major management and compensation payment criteria pursuant to relevant law.

CHAPTER 3. AUDIT INSTITUTIONS

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Article 12. Audit Committee
① The Audit Committee will be composed of three (3) or more directors elected at a general meeting of shareholders. Two-thirds (2/3) or more of the members of the Audit Committee will be comprised of outside directors to ensure independence. In addition, at least one of the members will have considerable insight and expertise in the field of accounting and finance required to conduct the audit to ensure expertise.

② The Audit Committee will examine legitimacy of the activities performed by the directors and the management, integrity and feasibility of corporate financial activities, accuracy of the financial reports, and feasibility of the accounting estimate, and carry out approval on election and dismissal of the External Auditor and follow-up report at the general meeting of shareholders.

③ The Audit Committee may freely access any information necessary for conducting the audit, and may request for advice from outside institutions and experts, if necessary, at the cost of the Company.

④ The Audit Committee will be composed of ordinary and extraordinary committees and may, as deemed necessary, request the management, financial officer and head of the internal audit department to report or an External Auditor to attend.

⑤ The Audit Committee will prepare the minutes of all of its meetings.
Article 13. External Auditor
① The Company will ensure legal and substantial independence of the External Auditor from the Company, the management and the controlling shareholders.

② The External Auditor will be appointed by the Audit Committee and shall report to the Audit Committee the matters of consequence identified during his/her external audit activity.

③ The External Auditor shall participate in the general meeting of shareholders and faithfully provide explanation if the shareholders have any question on the audit report.

④ The External Auditor shall take into account sustainability of the Company as required by relative laws including the Act on the External Audit of Stock Companies.

⑤ The External Auditor shall be liable for damage on the Company and information users, caused by his/her neglectful accounting audit.

CHAPTER 4. STAKEHOLDERS

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Article 14. Protection of the Rights of Stakeholders
① The Company shall devote itself entirely to fulfilling the corporate’s social responsibility for a variety of stakeholders, including customers, employees, shareholders, creditors and local communities.

② The Company shall faithfully protect the rights of stakeholders according to the law and contract. The Company shall make every effort to faithfully abide by labor-related laws such as the Labor Standard Act, maintain and improve labor conditions.

③ The Company shall disclose any information limited to those required under the law, that may protect stakeholders.

④ The Company shall comply with the fair transaction-related laws and regulations in order to promote the fair market order and balanced development of the national economy.

⑤ The Company shall take necessary steps to protect creditors from the merger, reduction and split-up that may have a significant impact on creditors’ position.

CHAPTER 5. DISCLOSURE

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Article 15. Disclosure
① The Company shall regularly prepare and disclose business reports, quarterly reports and semiannual reports. Apart from the regular disclosure, additional information on legal requirements and major issues that may affect the decision making of shareholders and stakeholders shall be publicly announced as quickly and accurately as possible.

② The Company shall disclose the corporate information to offer all users of the disclosed information a fair opportunity to be able to simultaneously have access to the same information.

③ The Company shall appoint a person who is responsible for disclosure and have an internal system for immediate transfer of the Company’s important information to the person responsible for disclosure.