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
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
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
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
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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.