본문 바로가기

Corporate Governance

We protect shareholders’ rights through transparent management.
The governance of Samsung Electro-Mechanics consists of legal and transparent procedures based on the Commercial Act and the Company’s Articles of Association. Each member of the Board of Directors contributes to the management and growth of the Company, and effectively performs monitoring/checking functions.

* You may download and view a PDF file of Articles of Association. If revised through the shareholders’ meeting because of any fair reason, it will be updated to the newest version.

Board of Directors

Member of the board

To maximize company value Samsung Electro-Mechanics puts technology and transparent management as it’s top most priority.
To fulfill this management goal, the Board is composed of 7 members with 4 | External Director Candidate Recommendation Committee

Full time directors

Yun Tae Lee
Position : Chief Executive Officer (CEO)
Elected date : March 13, 2015
End date : March 13, 2018

Wan Hoon Hong
Position : Executive Vice President
Occupation : Strategic Marketing Center
Elected date : March 13, 2015
End date : March 13, 2018

Kwang Young Chung
Position : Executive director
Occupation : Head of Management Support Division, Samsung Electro-Mechanics
Elected date : March 11, 2016
End date : March 11, 2019

Outside Director

Seung Jae Lee
  • Position:Chairperson, Outside director
    Audit committee member
    Internal Transaction Committee member
    Compensation Committee member
    Referral committee member of outside directors member
  • Elected date : March 13, 2009
  • End date : March 12, 2018

Tae Kyun Kwon
  • Position : Outside director, Audit committee member
    Internal Transaction Committee member
    Compensation Committee member
    Referral committee member of outside directors member
  • Elected date : March 14, 2014
  • End date : March 24, 2020

Hyun Cha Choe
  • Position : Outside director, Audit committee member
    Internal Transaction Committee member
  • Elected date : March 14, 2014
  • End date : March 24, 2020

Ji Beom Yoo
  • Position : Outside director,
    Referral committee member of outside directors member
  • Elected date : March 24, 2017
  • End date : March 24, 2020

Board of Directors Status

Date Agendas Result External Directiors Present Note
MARCH 24, 2017 1. Appointing directors and committee members
2. Approving the payment execution of directors’ wages
3. Revising the Board of Directors Regulations regarding donations
4. Appointing the Chairperson of the Board of Directors
Approved
Approved
Approved
Approved
4  
FEBRUARY 14, 2017 1. Bringing up agendas and deciding on convening of the 44th regular general meeting of shareholders
2. Operational status of the 2016 in-house accounting management system and reporting results of its evaluation
Approved
Report Item
4  
JANUARY 24, 2017 1. Approving 44th financial statement and sales report
2. Reporting annual plan and results of law abidance control in 2016
Approved
Report Item
4  
Date Agendas Result External Directiors Present Note
OCTOBER 20, 2016 1. Employee retirement pension payment
2. Approval of transaction limits with related parties in 2017
3. Participation in Samsung Heavy Industries Co., Ltd.’s paid-in capital increase
4. 3rd quarter results and annual forecast
Approved
Approved
Approved
Report Item
4  
JULY 21, 2016 1. Next-generation product development and infrastructure investment resolution
2. 1st half results and 3rd quarter forecast
Approved
Report Item
4  
APRIL 21, 2016 1. Package insurance contract for 2016
2. 1st half results and 1st quarter forecast
Approved
Report Item
4  
MARCH 11, 2016 1. Revision of the board of directors’ regulations
2. Approval of the directors’ wages
3. Appointment of directors and committee members
4. Appointment of the board of directors’ chairperson
Approved
Approved
Approved
Approved
4 Director YoungNo Kwon retired.
Director KwangYoung Chung was appointed.
FEBRUARY 18, 2016 1. Revision of the Articles of Incorporation
2. Discussion of the agenda and decision on the convening of the 43rd regular general meeting of shareholders
3. Report on the operation status of the internal accounting management system and evaluation result
Approved
Approved
Report Item
4  
JANUARY 28, 2016 1. Approval of the 43rd financial statement and sales report
2. Report on the results of the compliance activities in 2015 and the 2016 plan
3. Report of the 2015 records and 2016 goals
Approved
Report Item
Report Item
3  
Date Agendas Result External Directiors Present Note
OCTOBER 21, 2015 1. Paying pension to retired staff
2. Approving the transaction ceiling with special stakeholders in 2016
3. Reporting the records of the third quarter and future prospects
Approved
Approved
Approved
4  
JULY 23, 2015 1. Reporting the investment in the additional construction for MLCC and the new factory in the Philippines
2 Reporting the records of the first half of the year and prospects for the third quarter
Approved
Approved
4  
JULY 14, 2015 1. Deciding whether to approve or oppose the merger of Cheil Industries into Samsung C&T
2. Separating module products with low competitiveness from the company
Approved
Approved
4  
APRIL 23, 2015 1. Fire insurance contract for 2015
2. Reporting the annual plan and results of the law abidance control in 2014
3. Reporting the Q1 2015 records and prospects for the first half of the year
Approved
Report Item
Report Item
4  
MARCH 13, 2015 1. Appointing directors and members of committees
2. Approving directors' wages
Approved
Approved
4 Directors Chi-jun Choi and Gang-heon Heo retired
Yu-tae Lee and Wan-hun Hong appointed as directors
FEBRUARY 24, 2015 1. Bringing up the agenda and deciding on the convening of the 42nd regular general meeting of shareholders
2. Approving amendments to the audit committee's regulations
3. Operational state of the 2014 in-house accounting management system and reporting the results of its evaluation
Approved
Approved
Report Item
4  
JANUARY 29, 2015 1. Approving the 42nd financial statement and sales report
2. Approving own stock acquisition
3. 2014 records and 2015 goals
Approved
Approved
Report Item
4  
Date Agendas Result External Directiors Present Note
DECEMBER 15, 2014 1. Paying retirement pension to employees Approved 4
NOVEMBER 26, 2014 1. Selling Samsung General Chemicals' shares Approved 2 Directors Hyeon-ja Choi and Min-gu Han absent
APRIL 22, 2014 1. Fire insurance renewal for 2014
2. Employee retirement pension payment
3. Decision on consent/dissent to the merger of Samsung Petrochemical by Samsung General Chemicals
4. Investment assets sales
5. Takeover of Samsung Fine Chemical’s MLCC raw material line
6. 1st quarter earnings and prospect for the 1st half-year
Approved
Approved
Approved
Approved
Approved
Report Item
4  
MARCH 14, 2014 1. Director appointment and committee members appointment
2. Approval of execution of director remunerations
Approved
Report Item
4 Directors Gung-Hun Nam and Seong-Rong Kang; retired
Directors Tae-Gyun Gwon and Hyeon-Ja Choi appointed
FEBRUARY 21, 2014 1. Approval of the 41st financial statement and operation report
2. Report on the operation status of the internal accounting management system and evaluation result
3. Report of the 5th sustainability report publication plan
Approved
Report Item
Report Item
4  
JANUARY 27, 2014 1. Approval of the 41st financial statement and operation report on the 2013 earnings and 2014 objectives Approved
Report Item
4  
Date Agendas Result External Directiors Present Note
JANUARY 30, 2013 1. Approval of 40th Financial Statement and Operating Report
2. Construction and expansion of Kunsan Corporation’s new plant
3. Capital increase for Kunsan Corporation’s 2012 earnings and 2013 objectives
Approved
Report Item
Approved
5  
FEBRUARY 22, 2013 1. Convening of the 40th general meeting of shareholders Report of Operation Status of Internal Accounting Management System
2. Report of Internal Accounting Management System evaluation
Approved
Report Item
Report Item
5  
MARCH 15, 2013 1. Director appointment and committee members appointment
Approval of execution of director remunerations
Approved 4 External Director Byeong-Ho Kang, retired
APRIL 19, 2013 1. Package insurance renewal for 2013
2. Enactment of regulations on the operation of long-term performance incentive system for executives
3. Appointment of compliance manager
4. Report of compliance inspection result and 2013 plans
5. 1st quarter earnings and prospect for the 1st half-year
Approved
Approved
Approved
Report Item
Report Item
4  
JULY 04, 2013 1. Foundation of and investment in Vietnam corporation Approved 3  
JULY 24, 2013 1. 1st half-year earnings and prospect for 3rd quarter
2. Report on carbon management report publication
Report Item
Report Item
4  
OCTOBER 23, 2013 1. Decision on consent/dissent to takeover of Samsung Everland business
2. Decision on consent/dissent to the small-scale merger of Samsung SDS
3. Approval of the limit of transaction with the largest shareholder and major shareholders, etc., for 2014
4. Approval of large-scale internal transaction for 2014
5. Report of 3rd quarter earnings and annual prospect
Approved
Approved
Approved
Approved
Report Item
4  
NOVEMBER 18, 2013 1. Decision on consent/dissent to business transfer of Samsung Everland business Approved 4  
DECEMBER 13, 2013 1. Investment assets sales Approved 4  

Board Committees

Audit Committee

Established to evaluate and improve the business achievements of the overall corporate internal control system,
it draws up, implements, and concludes internal auditing plans, as well as takes follow-up measures and proposes measures for improvement.

Chairperson
Director Seung Jae Lee

Elected date : March 13, 2015 / Term : 3 years

Member
Director Tae Kyun Kwon

Elected date : March 24, 2017 / Term : 3 years

Member
Director Hyun Cha Choe

Elected date : March 24, 2017 / Term : 3 years

Date Agendas Result Note
FEBRUARY 24, 2017 1. Audit of 44th (2016) financial statements
2. Reporting operational status of in-house accounting management system
3. Appointment of external auditor
Approved
Report Item
Approved
 
Date Agendas Result Note
OCTOBER 20, 2016 1. Audit of 3Q 2016 financial statements
2. Report regarding quarterly review by external auditor
Approved
Report item
 
SEPTEMBER 29, 2016 1. Reporting key legislations and accounting issues Report item  
JULY 21, 2016 1. Audit of 2Q 2016 financial statements Approved  
APRIL 21, 2016 1. Audit of 1Q 2016 financial statements Approved  
MARCH 24, 2016 1. Reporting audit criteria and procedures of external auditor Report Item  
FEBRUARY 18, 2016 1. Audit of 43rd (2015) financial statements
2. Reporting and evaluating operational status of 2016 in-house accounting management system
Approved
Report Item
 
Date Agendas Result Note
OCTOBER 21, 2015 1. Audit of 2015 3rd quarter financial statements Approved  
JULY 23, 2015 1. Audit of 2015 2nd quarter financial statements Approved  
APRIL 23, 2015 1. Audit of 2015 1st quarter financial statements Approved  
FEBRUARY 24, 2015 1. Audit of 42nd financial statement (2014)
2. Reporting the operational state of the 2014 in-house accounting management system
3. Reporting amendments to the auditing committee's regulations
Approved
Report Item
Report Item
 
Date Agendas Result Note
APRIL 22, 2014 1. Appointment of Chairperson of Audit Committee
2. Audit of 2014 1st quarter financial statements
Approved
Approved
 
FEBRUARY 21, 2014 1. Audit of 41st (2013) financial statements Report of Operation Status of Internal Accounting Management System
2. Report of Internal Accounting Management System Operation Conditions
3. Appointment of external auditor
Approved
Report Item
Approved
 
Date Agendas Result Note
OCTOBER 23, 2013 1. Audit of 41st (2013) 3rd quarter financial statements Approved OCTOBER 23, 2013
JULY 24, 2013 1. Audit of 41st (2013) 2nd quarter financial statements Approved JULY 24, 2013
APRIL 19, 2013 1. Appointment of Chairperson of Audit Committee
2. Audit of 41st (2013) 1st quarter financial statements
Approved APRIL 19, 2013
FEBRUARY 22, 2013 1. Audit of 40th (2012) quarter financial statements Report of Operation Status of Internal Accounting Management System
2. Reporting of internal accounting management system operating conditions
Approved
Report Item
FEBRUARY 22, 2013

Internal Transaction Committee

Established to enhance the transparency of internal transactions among subsidiary companies,
it listens to internal transaction reports, deliberates, makes decisions, orders, reports, and proposes rectification measures.

Chairperson
Director Seung Jae Lee
Member
Director Tae Kyun Kwon
Member
Director Hyun Cha Choe
Date Agendas Result Note
FEBRUARY 24, 2017 1. Reporting 2016 internal transaction records Report Item  
Date Agendas Result Note
OCTOBER 20, 2016 1. Retirement pension of employee payment review
2. Review for business with affiliated person(s) in 2016
3. Reporting internal transaction records of 3Q 2016
Approved
Approved
Report Item
 
JULY 21, 2016 1. Reporting internal transaction records of 2Q 2016 Report Item  
APRIL 21, 2016 1. Review of package insurance contract for 2016
2. Reporting internal transaction records of 1Q 2016
Approved
Report Item
 
FEBRUARY 18, 2016 1. Reporting 2014 internal transaction records Report Item  
Date Agendas Result Note
OCTOBER 21, 2015 1. Retirement pension of employee payment review
2. Preliminary review for business with affiliate person(s) in 2016
3. Reporting internal transaction records of 3Q 2015
Approved
Approved
Report Item
 
JULY 23, 2015 1. Reporting internal transaction records of 2Q 2015 Report Item  
APRIL 23, 2015 1. Deliberating the package insurance contract for 2015
2. Reporting internal transaction records of 1Q 2015
Deliberated
Report Item
 
FEBRUARY 24, 2015 1. Reporting the 2014 in-house transaction records Report Item  
Date Agendas Result Note
OCTOBER 23, 2014 1. Report on the 2014 3rd quarter internal transactions
2. Deliberation of advanced transactions to be made with special partners in 2015
Report Item
Approved
 
JULY 25, 2014 1. Report on the 2014 2nd quarter internal transactions Report Item  
APRIL 22, 2014 1. Appointment of Chairperson of Internal Transaction Committee
2. Review of fire insurance contract for 2014
3. Review of employee retirement pension payment
4. Review of takeover of Samsung Fine Chemical MLCC raw material line
5. Report on the 2014 1st quarter internal transactions
Approved
Approved
Approved
Approved
Report Item
 
FEBRUARY 21, 2014 1. Appointment of Chairperson of Internal Transaction Committee Report Item  
Date Agendas Result Note
OCTOBER 23, 2013 1. Review of limit of internal transactions with the largest shareholder and major shareholders, etc., for 2014
2. Review of large-scale internal transactions for 2014
3. Report on the transactions with four major businesses for 2013 3rd quarter
Approved
Approved
Report Item
 
JULY 24, 2013 1. Report on the 2013 2nd quarter internal transactions Report Item  
APRIL 19, 2013 1. Appointment of Chairperson of Internal Transaction Committee
2. Review of package insurance
3. Report on the 2013 1st quarter internal transactions
Approved
Report Item
Report Item
 
FEBRUARY 22, 2013 1. Report on the 2012 internal transactions Report Item  

External Director Candidate Recommendation Committee

Established to consolidate fairness and independence in appointing external director candidates pursuant to relevant laws,
it recommends external director candidates.

Chairperson Director
Yun Tae Lee
Member Director
Seung Jae Lee
Member Director
Tae Kyun Kwon
Member Director
Kwang Young Chung
Member Director
Ji Beom Yoo
Date Agendas Result Note
FEBRUARY 14, 2017 1. Recommending candidates for external director Approved  
Date Agendas Result Note
FEBRUARY 24, 2015 1. Recommending candidates for external directors Approved  
Date Agendas Result Note
FEBRUARY 24, 2014 1, Appointment of Chairperson of External Director Candidate Recommendation Committee
2. Recommendation of external director candidates
Approved
Approved
 
Date Agendas Result Note
FEBRUARY 23, 2012 1. Recommendation of external director candidates Approved  
Date Agendas Result Note
FEBRUARY 25, 2011 1. Appointment of Chairperson of External Director Candidate Recommendation Committee
2. Recommendation of external director candidates
Approved
Approved
 

Management Committee

Established to enhance the efficient management of the Board of Directors,
it is entrusted by the board to decide on matters related to the company’s overall business management,
financial management, and major issues, except for items decided on by the board pursuant to the relevant laws and articles of association.

Chairperson
Director Yun Tae Lee
Member
Director Wan Hoon Hong
Member
Director Kwang Young Chung
Date Agendas Result Note
DECEMBER 12, 2016 Investment in RF-PCB Vietnam expansion
Investment in camera module expansion
Vietnam corporation capital increase
Approved
Approved
Approved
 
SEPTEMBER 09, 2016 Supplementary investment in HDI
Investment in EMC relocation
Kunshan corporation capital increase
Approved
Approved
Approved
 
MAY 30, 2016 Tianjin corporation capital increase Approved  
APRIL 11, 2016 Supplementary investment in MLCC
Supplementary investment in FCBGA
Approved
Approved
 
JANUARY 18, 2016 Investment in HDI Vietnam
Investment in PLP development facilities
Approved
Approved
 
Date Agendas Result Note
OCTOBER 30, 2015 Samsung Fine Chemical sell-off shares Approved  
OCTOBER 26, 2015 Vibration of motor business sell-off Approved  
OCTOBER 19, 2015 Investment in lens mold expansion
SEMKORAT sell-off
Revocation of long-term performance incentive
Approved  
SEPTEMBER 14, 2015 Investment for the standard MES building Approved  
AUGUST 10, 2015 Investment in a new factory in Binhai Approved  
JUNE 26, 2015 Halting the HDD motor business Approved  
JUNE 1, 2015 Investment for the expansion of online facilities
Investment for the additional construction of power inductors
Approved  
MAY 11, 2015 Additional construction for MLCC and a new factory in the Philippines Approved  
MARCH 23, 2015 Appointing a manager to manage the autonomous abidance by fair trade regulations Approved  
JANUARY 12, 2015 Enlarging FCCSP
Supplementing MLCC processing
Approved
Approved
 
Date Agendas Result Note
NOVEMBER 20, 2014 Investing in boards for quality improvement Approved  
JUNE 18, 2014 OIS expansion for camera module electronics
HDD motor miniaturization investment
Approved
Approved
 
APRIL 17, 2014 HDD motor processing internalization expansion
EMC film CMF expansion
Revision of long-term performance incentive system for executives
Approved
Approved
Approved
 
MARCH 18, 2014 FCCSP Capa expansion Approved  
FEBRUARY 14, 2014 Kunsan corporation CNC drill expansion
Capa expansion for 16 M ISM
Approved
Approved
 
JANUARY 16, 2014 ESL Capa expansion
SMT expansion for network
TSM mother line construction
Approved
Approved
Approved
 
Date Agendas Result Note
DECEMBER 19, 2013 Provision of grant of encouragement in celebration of the 20th anniversary of New Management Approved  
NOVEMBER 21, 2013 New raw material building construction and expansion in Busan Approved  
AUGUST 12, 2013 Subscription of Samsung Electro-Mechanic (Shenzen) Limited Corporation shares Approved  
JUNE 18, 2013 MLCC Capa expansion
SEMBrid Capa expansion
Wound-rotor power inductor Capa expansion
FCBGA inspection process improvement for Intel
Seijon establishment infra improvement
Approved
Approved
Approved
Approved
Approved
 
MAY 14, 2013 Chip resistance Capa expansion for new products Approved  
APRIL 16, 2013 1. Embedded Capa expansion Approved  
MARCH 14, 2013 1. Continued retention of Samsung Everland stocks
2. Film PI Capa expansion
3. ISM mother line construction
Approved  
FEBRUARY 15, 2013 1. BGA embedded Capa expansion
2. SEMBrid Capa expansion
3. Next-generation PKG development and investment
4. FCBGA development and investment
5. SEMBrid Capa supplementary investment
6. Seijing, Myeonghak industrial complex sites purchase
7. Lens pilot line for ISM
Approved  
Date Agendas Result Note
DECEMBER 10, 2012 1. Withdrawal of Hongkong sales corporation Approved  
NOVEMBER 16, 2012 1. Capa expansion for 2013 HDI demand
2. EMC, film power inductor expansion
3. BT powder internalization for MLCC
4. Molding infra investment for ISM
Approved
Approved
Approved
Approved
 
AUGUST 14, 2012 1. Liquidation of e-Samsung International investment share Approved  
JULY 13, 2012 1. FCBGA, 1-million additional expansion for CPU
2. FCBGA, investment in horizontal copper electroplater
Approved
Approved
 
MAY 15, 2012 1. Continued retention of Samsung Everland stocks Approved  
APRIL 13, 2012 1. Nickel powder internalization investment for MLCC Approved  
MARCH 15, 2012 1. FCBGA expansion investment
2. MLCC expansion investment
Approved
Approved
 
FEBRUARY 16, 2012 1. Japan sales corporation foundation
2. HDI Capa expansion and supplementary investment
Approved
Approved
 
JANUARY 12, 2012 1. HDD motor expansion and part internalization investment ISM expansion
2. ISM establishment
3. EMC Capa expansion
Approved
Approved
Approved
 
Date Agendas Result Note
NOVEMBER 14, 2011 1. STECO building purchase investment Approved  
OCTOBER 18, 2011 1. MLCC, investment for the full operation of Binhai Plant 1 Approved  
AUGUST 16, 2011 1. Kunsan corporation capital increase Approved  
APRIL 12, 2011 1. HDI 0.4 P supplementary investment Approved  
APRIL 12, 2011 1. HDI layer IVH expansion investment Approved  
FEBRUARY 18, 2011 1. Expansion investment in response to HDD motor demand increase Approved  
JANUARY 18, 2011 1. HDI layer IVH expansion investment Approved  
Date Agendas Result Note
JUNE 9, 2010 1. Venture investment shares disposal Approved  
MARCH 11, 2010 1. HDD expansion investment Approved  

Compensation Committee

It designs, operates, as well as decides the pay and other matters related to the achievement compensation system for managers.

Member
Director Seung Jae Lee
Member
Director Tae Kyun Kwon
Member
Director Kwang Young Chung
Date Agendas Result Note
FEBRUARY 14, 2017 1. Deliberating the registration of directors and their compensation ceiling Approved  
Date Agendas Result Note
FEBRUARY 18, 2016 1. Deliberating the registration of directors and their compensation ceiling Approved  
Date Agendas Result Note
FEBRUARY 24, 2015 1. Deliberating the registration of directors and their compensation ceiling Approved  
Date Agendas Result Note
No activities

Info on Corporate Governance

Evaluation Grade of Samsung Electro-Mechanic’s Corporate Governance Model Corporate Governance Standards (CGS) Download

Year 2014 2015 2016
Grade A+ A A+

Source: Corporate Governance Service

Recommendations under Model Standards

Recommendations under Model Standards Acceptance Note
Adoption of corporate governnance charter O  
Adoption of ethics regulation for executives O  
Adoption of concentrated vote system and public notification of such adoption O Announcement through the home page
Board of Directors composition (more than half held by external directors) O 3 internal directors, 4 external directors
Separation of the representing director and chairperson of board of directors, or appointment of senior external director O  
Announcement of board of directors activities, attendance, and consent/dissent to major agendas O  
Establishment of director recommendation committee O 2 internal directors, 3 external directors
Establishment of compensation committee O  
Establishment of audit committee (all external directors) O 3 external directors
Adoption of regulations on the roles and operation of board of directors and committees O  
Damage compensation liability insurace for directors at the company’s expense O  
Evaluation of board of directors activities Χ  
Maintenance of independent status of external directors O  
Certification of accuracy and completeness of financial reports by the representing director and financial personnel O  
Explanation on the differences with Model Corporate Governance Standards O  
Announcement (in Korean and English) of audit reports and other crucial notices O  

Business Management Structure Charter

The first chapter General Rules

Article 1 (enterprise structure basic spirit of Samsung Electro-Mechanics)

Samsung Electro-Mechanics intends world top enterprise which contribute to human society inventing the best product and service with competent person and a technology under fair and transparent business management.All we wish to establish as standard of our action and value-judgement enacting『 Samsung Electro-Mechanics corporate governance improvement constitution 』 as following by belief that can be world top enterprise respected and trusted in international community when try to one direction for new technology development and realization of top quality based on wholesome corporate governance and clean corporate culture,

The second chapter Customer

Article 2 (justice of customer)

We define everyone related Samsung Electro-Mechanics, employeeㆍcooperation companyㆍrival companyㆍstockholderㆍbuyerㆍetc... as our customer.

Article 3 (pursuit of customer satisfaction)

We make customer satisfaction as primary value, and seek common prosperity with mutual trust and respect as companion of new value creation with customer.

The third chapter Stockholder

Article 4 (stockholder's right)

Stockholder must be able to be offered necessary information suitable to exercise all of own rights and exercise with appropriate and reasonable method.
- The right of self benefit, the right to participate of profit sharing
- The right of public benefit, attending general meeting of stockholders and voting right
- The right to be offered suitable and important information by regular and easy method

Article 6 (stockholder's liability)

Stockholder recognizes importance of own voting right and exercise voting right toward direction for development and profit of enterprise. In case give damage by counteraction, stockholders must take responsibility that is suitable accordingly

Article 7 (stockholder's fair treatment)

Stockholder has 1 voting right every a common stock, and the essential right must not be infringed except special occasion and special stockholder in law. Also, stockholder should be protected from other stockholder's unfair transaction (unfair insider trading, self-dealing etc..)

Article 8 (company's liability about stockholder)

As creating stable profit through strong business management, so that can protect stockholder's investment benefit and construct mutual trust with stockholder, company respects stockholder's right to know and right request, proposal, official resolution and opens to the public actively management substance, business activity circumstance according to related laws. Also, the company does not offer information that affects management to some specified stockholders, and does not deal securities such as buying and selling of stocks using information acquired officially inside or of other companies.

The fourth chapter board of directors

Article 9 (board of directors)

Board of directors has comprehensive right as an institution which is responsible for substantial management, and decides effective managerial policy for the profit of company and stockholder and achieve function of following management decision-making and management supervision.
- Strategy and target establishment about management
- Estimation for supervison and achievement on management
- Estimation and approval for important management decision-making such as business plan, budget etc...
- Deliberation, examination, and approval of company's basic policy
- Selection and estimation, compensation of CEO
- Deliberation and decision of director such as selection of chairman of the board of directors.
- Approval for alteration of management purpose
- Important fluctuating item supervision such as main capital expenditure and merger
- Supervision, examination, approval about accounting and main business action
- Supervision of regulation observance such as statute, bylaws, moral principle regulation

Article 10 (director's qualification)

A director as a meber of board of directors who take the responsibility for company's management must equip exemplary moral principle and occupational consciousness, and professionalism and must equip reasonable judgment and driving force, wisdom, honesty and service.
Also, a director must be able to medicate enough time and speak for long-term profit of stockholder in own job achievement.

Article 11 (director's duty and responsibility)

A director should be faithful for enterprise and stockholder profit according to duty of carefulness and faithfulness of good administrator and should face in the job sincerely and should not leak information that is gotten outside or not use for individual's profit.
Also, a director is liable for damage on company in case a director violates statute or articles of association or it takes liabilities for damages on company in case there is heavy mistake or malice to a director.
For the sake of faithful and careful activity of directors, attendance of the board of directors' meeting, major career and concurrent job of each director should be made public in an appropriate way.
But, director's management judgment by proper formality and sincere and reasonable judgment should be respected and in order to secure effectiveness of responsibility inquiry about a director and recruit able person, joins to insurance of compensation for damages.

Article 12 (estimation and compensation for directors)

Business action of the management and external director, board of directors should be estimated fairly and the results are reflected reasonably and properly. Especially, the compensation of director is decided by director compensation committee within scope approved in general meeting of stockholders.

Article 13 (recommendation and selection of external directors)

External directors must be recommended fairly and for this, keeps recommendation committee of external director candidate and recommends new external director. Recommended director candidate is assigned in general meeting of stockholders. A director that equips professionalism should contribute to management and assigned director's tenure should be respected.

A person that corresponds to essential factor that decided in statute (16③ of stock exchange act 191, 5④9 of 54, the same law 6③3 of 37) can not be assigned and except, can not be assigned as external director that has following important matter.
- Former employee who 5 years are not passed since retire
- Person in special relationship with company, C.E.O. or largest stockholder
- Employee of company of which officer is external director
- Accounting firm's employee who take charge of company's audit business, person who 5 years are not passed since retire

Article 14 (Rights and duties of external directors)

External director must be able to take part in decision-making of company independently and supervise and support the management as a member who composes board of directors. For this, external director can require enough information and human·physical support to company, and the company answers faithfully to this.
Also, external director must medicate enough time for job achievement and is bound to participate board of directors and should take part in board of directors after examine related data faithfully before participation.

Article 15 (committee)

The company increases professionalism and efficiency of business achievement and solidifies independence that keeps following standing, emergency New Year committee.
-Standing committee : executive committee, committee of audit, recommendation committee of external directors candidate
-Emergency New Year committee : director compensation committee, the investment deliberation committee etc..

Committee's composition and operation are clarified to articles of association and regulation and in accordance with the regulation, compose and operates the committee. Committee's determination for mandatory item has an equal effect with board of directors, and the committee must report result to board of directors.

(The fifth chapter audit organization)

Article 16 (inside audit organization)

Audit committee is established by determination of board of directors and composed by all external directors of board of directors in order to achieve audit business sincerely in independent way from management and controlling stockholder.
Also, members of audit committee must be able to approach necessary information freely and it is necessary that they be consulted by external specialist and the company should answer faithfully on this request.
Audit committee reports item, main activity particulars and result about belonging member's career to general meeting of stockholders and CEO must publish this through annual report.

Article 17 (assignment of outside auditor)

Outside auditor should be assigned as a person who is able to audit accounting information of company fairly and effectively. Audit committee of company must assign relevant accounting firm with applying this standard and report the truth in annual meeting of shareholders.

Article 18 (responsibilities and duties of outside auditor)

Outside auditor must achieve audit business fairly in dependent way from management, company and largest shareholder so that accounting information of company could be delivered fairly and trusted.
Outside auditor has responsibility to indemnify damage which caused by own carelessness or poor audit by deliberation, and damage of information user caused from it. Also, outside auditor should identify whether there is arranged information or not among information particularly published with financial statement that was audited.

The sixth chapter accounting data processing and management watch

Article 19 (standard of accounting process)

Processing and reporting of accounting data is observed by internal accounting regulation or international accounting standards and in case of relating foreign countries, is observed by accounting regulation of each countries or international accounting standards.

Article 20 (management watch participation of the persons concerned)

Employee's management participation form and the level should be decided as a level that the company can keep and develop sound activity.
Also, the persons concerned can require information that is necessary for own right protection in accordance with related statute and the company should answer faithfully on this request within scope that permitted by statue.

Article 21 (management watch by market)

Company makes out information connected with contents of company so that is easy to know and should publish to whom it may concern such as investor, stockholder, the persons concerned quicklyㆍexactly, and cooperate so that whom it may concern use inexpensively.
Also company prepares information conveyance system with designating a person in charge of public announcement so that important information of company can be delivered to a person in charge quickly and exactly.
Company should open to stockholders immediately about issues that was decided in decision-making organization including board of directors as guidance enterprise of corporate governance, and be faithful to decision-making, making use of professional advisor on items that is expected not only profit of company but also disadvantage to the persons concerned.

The seventh chapter the persons concerned

Article 22 (right protection of the persons concerned)

The company must protect right of the persons concerned by statute and contract, and relevant stakeholder protects own rights and must possess suitable means that can be exterminated infringement of their rights.

Article 23 (right protection of creditor and employee)

The company observes protection procedure of creditor on matters which have significant influence on creditor's status such as merger, reduction of capital. Also, the company informs to relevant creditor in advance about items to influence creditor such as possibility of bond retrieve, bond order of creditor, etc...
Also, the company observes statue of labor relations including labor three laws and efforts for improvement of labor conditions.

(An additional law)
1. This regulations enforce from February 28, 2001.
2. This regulations enforce revision from February 28, 2003.