Operational Regulation of
Director Candidate NominationCommittee
Article 1(Objective)
The primary objective of the Operational Regulation of Director Candidate NominationCommittee (hereinafter the “Regulation”) is to specify necessary regulations required for efficient operation of Director CandidateNomination Committee(hereinafter the “Committee”).
Article 2(Application)
The Regulation shall govern all matters related to the Committee subject tocases specified in applicable laws, articles of incorporation, and Operational Regulation of Board of Directors Meeting.
Article 3(Composition)
①Members of the Committee(hereinafter the “Member(s)”) are appointed and/or dismissed by the Board of Directors.
②The Committee shall consist of three outside directors and one inside director.
③The chairman of the Committee is elected among the outside directors.
④The chairman represents the Committee. In case when the chairman is absent, the duty of chairman shall be taken by a senior Member in the order of the appointed date. If there are two or more Members who were appointed on the same date, the chairmanship is given to the most senior Member.
Article 4(Authority)
①The Committee is authorized to recommend outside director candidates who will be appointed at the Ordinary General Meeting of Shareholders. However, provided that a candidate is lawfully recommended by shareholder’sproposal rightin accordance with the Clause 2, Provision 6 under Article 542 of Korean Commercial Code, the candidate shall be also included in the candidate recommendation procedure.
②The Committee has rights to conduct pre-qualification assessment of the inside director candidates who are recommended by the board of directors and to be appointed by the Ordinary General Meeting of Shareholders.
③As for the purpose aforementioned in clause 1, the Committee operates Advisory Group for Outside Director Candidate Nomination based on the resolution of the Committee.
Article 5(Convening the Meeting)
①The chairman of the Committee is authorized to convene the meeting. However, if the chairman is absent or not available, other Member shall serve as an acting chairman as stated in clause 4 under Article 3.
② Each Member is able to call a meeting of the Committee by submitting an agenda and reasons for why the meeting is necessary to the chairman. If the chairman does not convene a meeting without justifiable reason, a Member who requested to call the meeting can convene the meeting himself/herself.
Article 6(Agenda)
Agenda items to be submitted to the Committee include, without limitation, the following.
①Qualification assessment of outside director candidates and recommendation at the General Meeting of Shareholders
②Prior examination and qualification assessment on inside director candidates
③Prior deliberation on election of Special Committee Members
④Prior deliberation on election of Representative directors among inside directors (excluding CEO)
⑤Deleted
⑥Other matters required for recommendation of outside director candidates
⑦Other matters entrusted to the Committee under resolution of Board of Directors
Article 7(Resolution)
①The Committee meeting is assembled when a majority of the current Members are present and makes resolutions by a majority of those present.
②At the committee, some of or all the Members can participate in the meeting via telecommunication device that transfers audio of the Members in real time. Such participation via telephone conference is considered as equal to an in-person attendance.
③The Committee shall notify decisions and resolutions made in the meeting to each member of the Board of Directors.
Article 8(Attendance of Related Party)
If it is considered necessary by the Committee, a related officer and employee or outsiders can attend the meeting of the Committee to give comments or opinions.
Article9(Minutes)
①Minutes are created to document decisions and resolutions made by the Committee.
②The Minutes include agendas, the substances of course, and the results of the proceedings of the Meetings of the Director Candidate Nomination Committee, the name of objecting Member and the reasons of objection shall be recorded in the minutes which shall bear the names and seals or the signatures thereon of the Members present at the Meeting.
Article 10(Opening and Closure of the Regulation)
The opening and closure of the Regulationare determined by the resolution of board of directors.
Supplementary Provision
The Regulation shall take effect from May11, 2012.