Hyundai Mobis

Article 1 (Name)

The name of this company (""Company"") shall be Hyundai Mobis Co., Ltd. (""MOBIS"")

Article 2 (Purpose)

The purpose of the Company shall be to engage in.

1. 1. Manufacturing and sales of automotive parts
2. 2. Services related to system integration business and software
3. 3. E-commerce and Internet-related businesses
4. 4. Export and import trade
5. 5. Technical services
6. 6. Lease of real estate
7. 7. Issuance of offer sheets
8. 8. Operation of professional basketball team
9. 9. Eco-friendly and energy-related business
10. 10. Electricity and electronics-related business
11. 11. Manufacture and sale of aircrafts parts
12. 12. Manufacture and sale of robots and their parts
13. 13. All ancillary and profit businesses which are related to the foregoing

Article 3 (Location of the head office and branches)

1. ① The head office of the Company shall be located in the city of Seoul.
2. ② Subject to resolution by the Board of Directors, the Company may have branches.

Article 4 (Method of giving public notice)

Public notices by the Company shall be given by posting them on its website (www.mobis.com). If anything, such as network failure or otherwise, makes it impossible to give public notices using the foregoing method, public notices shall be given in the Korea Economic Daily issued in Seoul.

Article 5 (Total Number of Shares to be Issued by the Company)

The total number of shares which the Company is authorized to issue is 300,000,000 shares.

Article 6 (Par Value of Shares)

The par value of shares to be issued by the Company shall be KRW 5,000 per share.

Article 7 (Class of Shares)

The shares of the Company shall be common shares and preferred shares.－Amended (March 22, 2019).

Article 7-2 (Electronic Registration of Shares and Rights to be Indicated on Certificates of Preemptive Right)

The Company shall electronically register its shares and rights to be indicated on certificates of preemptive right on the electronic registrar of the electronic registration agency, in lieu of issuing share certificates and certificates of preemptive right.－New article (March 22, 2019).

Article 8 (Number and Characteristics of Preferred Shares)

1. ① Preferred shares to be issued by the Company shall be non-voting and the number thereof shall be 25,000,000.
2. ② The dividend rate on non-voting preferred shares shall be determined by the Board of Directors at the time of issuance based on the par value of such shares, and the minimum dividend rate shall be 3% per annum of the par value.
3. ③ If the dividend rate declared on common shares exceeds that on preferred shares, the shareholders holding preferred shares shall be entitled to dividends at the same rate as the common shares with respect to such excess.
4. ④ If, for any fiscal year, dividends have not been paid on preferred shares at the dividend rate prescribed herein, such unpaid dividends shall be paid first on a cumulative basis at the time of payment of dividends for the subsequent fiscal year.
5. ⑤ The preferred shares shall be deemed to have voting rights from the meeting where aresolution not to pay dividends on preferred shares as prescribed herein is adopted until the closing of the meeting at which a resolution to pay dividends on preferred shares is adopted.
6. ⑥ If the Company increases its capital by a rights issue or bonus issue, the new shares to be allocated with respect to the preferred shares shall be common shares in case of a rights issue and shall be the shares of the same type in case of a bonus issue.
7. ⑦The duration of the preferred shares shall be determined by the Board of Directors at the time of issuance to the extent of not less than three (3) years and not more than ten (10) years from the date of issuance, and the preferred shares shall be converted into common shares upon the expiration of such duration. However, if the preferred dividends have not been paid by the Company as prescribed herein during the said period, the aforementioned duration shall be extended until such unpaid dividends shall have been paid in full.

Article 8-2 (Number and Characteristics of Redeemable Preferred Shares)－ Deleted (March 12, 2004)

Article 9 (Preemptive Rights)

1. ①The Company’s shareholders shall have preemptive rights to subscribe for new shares in proportion to their respective shareholding ratios; provided, however, that if any shareholder waives or loses his/her preemptive rights or if fractional shares result from the allocation of new shares, such shares shall be disposed of in accordance with a resolution of the Board of Directors.
2. ② Notwithstanding Paragraph (1) above, the Company may allocate new shares to persons other than the existing shareholders of the Company by a resolution of the Board of Directors, in any of the following cases.
   1. 1. If the Company allocates new shares preferentially to the members of the Company’s employee stock ownership association in accordance with Article 165-7 of the Financial Investment Services and Capital Markets Act (the “FSCMA”)
   2. 2. If the Company issues new shares following the issuance of depositary receipts (“DR”) to the extent that the total par value does not exceed KRW 200 billion in accordance with Article 165-16 of the FSCMA
   3. 3. If the Company allocates new shares to its employees for the Company’s managerial reasons to the extent that the total par value does not exceed KRW 50 billion
   4. 4. If the Company issues new shares upon the exercise of stock options in accordance with Articles 340-2 and 542-3 of the Korean Commercial Code (the “KCC”)
   5. 5. If the Company issues new shares, by a resolution of the Board of Directors, for its capital increase by way of a general public offering to the extent not exceeding 50% (50/100) of the total number of issued and outstanding shares of the Company in accordance with Article 165-6 of the FSCMA
   6. 6. If the Company issues new shares to foreign financial institutions or otherwise for participation of foreign capital under the Foreign Investment Promotion Act to the extent not exceeding 50% (50/100) of the total number of issued and outstanding shares of the Company
   7. 7. If the Company issues new shares in return for investment in-kind to the extent not exceeding 50% (50/100) of the total number of issued and outstanding shares of the Company
   8. 8. If the Company issues new shares through capital participation by way of debt-equity swap by financial institutions such as banks to the extent not exceeding 50% (50/100) of the total number of issued and outstanding shares of the Company
   9. 9. If the Company issues new shares to improve its financial structure to the extent not exceeding 50% (50/100) of the total number of issued and outstanding shares of the Company
3. ③ If the Company issues new shares in the manners set out in Article 9, Paragraph (2), Clauses 2, 3, 5, 6, 7, 8 and 9 above, the number and class of shares to be issued and the issuance price thereof shall be determined by a resolution of the Board of Directors.

Article 9-2 (Equal Dividends)

The Company shall pay equal dividends on the same class of shares issued (including converted shares) as of the dividend record date, irrespective of the issuance date.

Article 9-3 (Stock Options)

1. ① The Company may grant stock options under Articles 340-2 and 542-3 of the KCC to its officers and employees (including the officers and employees of affiliated companies as prescribed under Article 30 of the Enforcement Decree of the KCC; hereinafter the same shall apply) by a special resolution of the General Meeting of Shareholders to the extent not exceeding 15% (15/100) of the total number of issued and outstanding shares of the Company; provided, however, that the Company may grant stock options by a resolution of the Board of Directors to the extent not exceeding 1% (1/100) of the total number of issued and outstanding shares of the Company (however, the Company may grant stock options to its directors only by a resolution of the General Meeting of Shareholders). In such case, the Company must obtain the approval of the General Meeting of Shareholders convened after the grant of such stock options.
2. ② The persons who are entitled to receive stock options shall be the officers and employees who have contributed, or are capable of contributing, to the establishment, management, overseas business or technical innovation of the Company, except for the officers or employees of the Company who are prescribed to be not entitled to receive stock options under applicable laws and regulations.
3. ③ The shares to be delivered upon the exercise of stock options (in the event that the difference between the exercise price of stock options and the market price is distributed in cash or treasury stock, such shares shall mean the shares that serve as the basis for calculating such difference) shall be common shares or preferred shares in registered form, as determined upon the resolution of the General Meeting of Shareholders or the Board of Directors under Paragraph (1) above
4. ④ The Company may not grant stock options all at once to the all of the officers and employees then in office, and stock options granted to one (1) officer or employee shall not exceed 10% (10/100) of the total number of issued and outstanding shares of the Company.
5. ⑤ The price per share at which stock options will be exercised shall be not less than the following price, and the same shall apply when adjusting the exercise price after the grant of stock options.
   1. 1. In case of delivery through the issuance of new shares, the higher of the following
      1. 1. The actual value of the shares of the Company as of the date of the grant of stock options
      2. 2. The par value of the relevant shares
   2. 2. In any case other than Clause 1 above, the actual value of the share of the Company as of the date of the grant of stock options
6. ⑥ Stock options may be exercised within six (6) years from the second anniversary of the date of resolution under Paragraph (1) above.
7. ⑦ The grantee of a stock option may exercise stock options only if he or she shall have been in office at the Company or have served the Company for at least two (2) years from the date of the resolution under Paragraph (1) above; provided, however, that if the said grantee deceases, retires or resigns from the Company due to reasons not attributable to him/her within two (2) years from the date of the resolution under Paragraph (1) above, such stock options may be exercised within the exercise period.
8. ⑧ － Deleted(Mar. 24, 2021)
9. ⑨ In any of the following cases, the Company may revoke the grant of stock options by a resolution of the Board of Directors.
   1. 1. If the officer or employee granted stock options voluntarily retires or resigns
   2. 2. If the officer or employee granted stock options causes material damage to the Company due to willful misconduct or negligence
   3. 3. If the Company is unable to respond to the exercise of stock options due to bankruptcy, dissolution, etc
   4. 4. If any other event occurs that is stipulated as a ground for revocation in the stock option agreement

Article 9-4 (General Public Offering)－ Deleted (March 15, 2003)

Article 10 (Issuance at Market Price)－ Deleted (March 3, 1990)

Article 11 (Transfer Agent)

1. ① The Company shall designate a transfer agent for shares.
2. ② The transfer agent, its place of business and the scope of its agency business shall be determined by a resolution of the Board of Directors.
3. ③ The shareholders registry or copies thereof shall be kept at the business place of the transfer agent. The electronic registration of shares, management of shareholders registry and other activities related to shares shall be conducted by the transfer agent.
4. ④ The procedures applicable to the activities provided under Paragraph (3) above shall be conducted in accordance with the relevant operating rules prescribed by the transfer agent.

Article 12 (Preparation and Keeping of the Shareholders Registry)

1. ① If the Company is notified of the particulars of its stockholders by the electronic registration agency, the Company shall prepare and keep the shareholders registry by specifying the notified matters and the date of notification.
2. ② The Company may request the electronic registration agency to prepare the particulars of its stockholders in necessary cases, such as the case where a change is made to the status of the shareholders (including specially related persons, etc.) holding a 5% or higher equity stake.
3. ③ The Company shall prepare the shareholders registry in the form of electronic s..

Article 13 (Record Date)

1. ①Unless otherwise determined by the Board of Directors, the shareholders registered in the shareholders registry as of December 31 of each fiscal year shall be entitled to exercise the rights as shareholders at the Ordinary General Meeting of Shareholders.
2. ② The Company may, if necessary to convene an Extraordinary General Meeting of Shareholders or otherwise, cause the shareholders whose names appear in the shareholders registry on a record date set by a resolution of the Board of Directors to exercise their rights as shareholders, and the Company shall give prior notice thereof to the public at least two (2) weeks before such record date set by a resolution of the Board of Director.
3. ③ － Deleted(Mar. 24, 2021)

Article 14 (Issuance of Bonds)

1. ① The Company may issue bonds by a resolution of the Board of Directors.
2. ② The Board of Directors may delegate the Representative Director to issue bonds in such amount and type as determined by the Board of Directors within a period not exceeding one (1) year.

Article 14-2 (Issuance of Convertible Bonds)

1. ① In any of the following cases, the Company may issue convertible bonds to persons other than the existing shareholders of the Company by a resolution of the Board of Directors to the extent that total par value of such convertible bonds does not exceed KRW 1 trillion.
   1. 1. If the Company issues convertible bonds by way of a general public offering
   2. 2. If the Company issues convertible bonds for the purpose of foreign investment made under the Foreign Investment Promotion Act, for the Company’s managerial reasons
   3. 3. If the Company issues convertible bonds to one of its business partners to introduce certain technology or enter into a technical partnership
   4. 4. If the Company issues convertible bonds to a domestic or foreign financial institution in order to raise funds urgently
   5. 5. If the Company issues convertible bonds in foreign countries in accordance with Article 165-16 of the FSCMA
   6. 6. If the Company otherwise issues convertible bonds for the Company’s managerial reasons
2. ② The Board of Directors may determine that the convertible bonds referred to in Paragraph (1) above may be issued on the condition that the conversion rights will be attached to only a portion of the convertible bonds.
3. ③ The shares to be issued upon conversion shall be (i) common shares for a portion of the total par value of the convertible bonds equivalent to KRW 900 billion and (ii) preferred shares for the portion of the total par value of the convertible bonds equivalent to KRW 100 billion. The conversion price shall not be lower than the par value of such shares as determined by the Board of Directors at the time of issuance of the relevant convertible bonds.
4. ④ The conversion period shall commence on the date immediately following the date of issuance of the relevant convertible bonds and end on the date immediately preceding the redemption date thereof; provided, however, that the conversion period may be adjusted within the above period by a resolution of the Board of Directors.
5. ⑤ If bonds are converted into shares, the Company shall only pay accrued interests that are due before conversion.

Article 15 (Issuance of Bonds with Warrants)

1. ① The Company may issue bonds with warrants to persons other than the existing shareholders of the Company by a resolution of the Board of Directors for purposes such as improvement of financial structure, to the extent that the total par value of the bonds does not exceed KRW 200 billion, in any of the following cases.
   1. 1. If the Company issues bonds with warrants by way of a general public offering
   2. 2. If the Company issues bonds with warrants for the purpose of foreign investment made under the Foreign Investment Promotion Act, for the Company’s managerial reason
   3. 3. If the Company issues bonds with warrants to one of its business partners to introduce a certain technology or enter into a technical partnership
   4. 4. If the Company issues bonds with warrants to a domestic or foreign financial institution in order to furnish funds urgently
   5. 5. If the Company issues bonds with warrants in foreign countries in accordance with Article 165-16 of the FSCMA
   6. 6. If the Company otherwise issues bonds with warrants for the Company’s managerial reasons
2. ② The amount of new shares which can be subscribed for by the holders of bonds with warrants shall be determined by the Board of Directors to the extent not exceeding the total par value of bonds with warrants.
3. ③ The shares to be issued upon exercise of warrants shall be (i) common shares for a portion of the total par value of the bonds with warrants equivalent to KRW 100 billion and (ii) preferred shares for the portion of the total par value of the bonds with warrants equivalent to KRW 100 billion. The issuance price shall not be lower than the par value of such shares as determined by the Board of Directors at the time of issuance of the relevant bonds with warrants.
4. ④ The warrant exercise period shall commence on the date immediately following the date of issuance of the relevant bonds with warrants and end on the date immediately preceding the redemption date thereof; provided, however, that the warrant period may be adjusted within the above period by a resolution of the Board of Directors.
5. ⑤ － Deleted(Mar. 24, 2021)

Article 15-2 (Electronic Registration of Bonds and Rights to be Indicated on Warrants)

The Company shall electronically register bond certificates and rights to be indicated on warrants on the electronic registrar of the electronic registration agency, in lieu of issuing bond certificates and warrants; provided, however, that except for listed bonds or others that are required to be electronically registered under law, bonds may not be electronically registered.

Article 16 (Applicable Provisions for Issuance of Bonds)

The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.－Amended (March 22, 2019).

Article 17 (Convening of General Meetings of Shareholders)

1. ① The General Meeting of Shareholders of the Company shall be Ordinary and Extraordinary.
2. ② The Ordinary General Meeting of Shareholders shall be held within three (3) months from the record date under Article 13, Paragraph (1) and the Extraordinary General Meeting of Shareholders may be convened whenever deemed necessary.

Article 18 (Authority to Convene)

Unless otherwise prescribed by applicable laws and regulations, the Representative Director shall convene the General Meeting of Shareholders in accordance with a resolution of the Board of Directors; provided, however, that if the Representative Director is absent and/or unable to perform duties, Article 21, Paragraph (2) shall apply mutatis mutandis.

Article 19 (Personal and Public Notice for Convening)

1. ① In convening a General Meeting of Shareholders, the Company shall give notice to each shareholder in writing or by electronic to each shareholder, stating the date, time, place and agenda of the meeting at least two (2) weeks prior to the date set for such meeting.
2. ② The written or electronic notice of a General Meeting of Shareholders under Paragraph (1) above to be given to shareholders holding not more than 1% (1/100) of the total number of issued and outstanding voting shares of the Company may be substituted by either (i) giving public notice of the convening of the General Meeting of Shareholders together with the agenda of the meeting in The Korea Economic Daily and Maeil Business Newspaper which are published in Seoul and at least two (2) notices are made in the said publications two (2) weeks prior to the date set for such meeting, or (ii) by giving such public notice through the Data Analysis Retrieval and Transfer (“DART”) system operated by the Financial Supervisory Service or the Korea Exchange.
3. ③ The General Meeting of Shareholders may not resolve matters other than those stated in the notice of the meeting provided to the shareholders prior to the meeting, unless all the shareholders unanimously agree otherwise.

Article 20 (Place of Meeting)

The General Meeting of Shareholders shall be held in the place where the head office of the Company is located but also may be held at a nearby place if necessary.

Article 21 (Chairperson)

1. ① The Representative Director shall preside over the General Meeting of Shareholders. If there are two (2) or more Representative Directors, the Chairman-Representative Director of the Company shall preside over the General Meeting of Shareholders.
2. ② If Chairman-Representative Director is absent and/or unable to perform his/her duties, the director designated by the Chairman-Representative Director shall preside over the General Meeting of Shareholders, and in case no such director has been designated, the Vice Chairman, President, Vice President, Executive Director (Jeonmu) or Managing Director (Sangmu) shall perform the duties of the Chairman Representative Director in the foregoing order of priority

Article 22 (Chairperson’s Authority to Maintain Order)

1. ① The Chairperson of the General Meeting of Shareholders may order any person who purposely speak or act in a manner that disrupts the deliberations of the General Meeting of Shareholders or who otherwise disturb the public order of the General Meeting of Shareholders to stop a speech or to leave the meeting venue.
2. ② The Chairperson of the General Meeting of Shareholders may restrict the duration and/or the number of speeches made by each shareholder if it is deemed necessary for the orderly conduct of the General Meeting of Shareholders.

Article 23 (Voting Rights)

Each shareholder shall have one (1) vote for each share.

Article 24 (Voting by Proxy)

1. ① A shareholder may exercise his/her voting rights by proxy.
2. ② The proxy under Paragraph (1) above shall file with the Company the s evidencing his/her power of representation (power of attorney) prior to the opening of the General Meeting of Shareholders.

Article 25 (Limitation on Voting Rights of Cross-Held Shares)

If the Company, the Company and its subsidiary(s), or the subsidiary(s) of the Company owns more than one-tenth (1/10) of the total number of issued and outstanding shares of another company, then the shares of the Company held by such other company shall have no voting rights.

Article 26 (Split Voting)

1. ① If any shareholder who holds two (2) or more votes wishes to split the votes, such shareholder shall give written notice to the Company of such intent and the reasons therefor no later than three (3) days before the date set for the General Meeting of Shareholders.
2. ② The Company may refuse to allow the shareholder to split the votes unless the shareholder acquired the shares in trust or otherwise holds the shares on behalf of others.

Article 27 (Method of Resolution of the General Meeting of Shareholders)

Except as otherwise provided for in applicable laws and regulations, all resolutions of the General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the voting shareholders present, which shall be at least one-fourth (1/4) of the total number of issued and outstanding shares of the Company.

Article 28 (Minutes of the General Meetings of Shareholders)

The substance of the course of the proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in the minutes, which shall bear the names and seals or signature of the Chairperson and the Directors present and be kept at the head office and branches of the Company.

Article 29 (Number of Directors)

1. ① The Board of Directors of the Company shall consist of not less than three (3) and not more than nine (9) directors.
2. ② The Board of Directors of the Company shall have at least three (3) independentdirectors, which shall be a majority of the total number of directors; provided, however, that if the number of independent directors falls short of the requirements for the composition of the Board of Directors due to vacancy, such requirements shall be satisfied at the General Meeting of Shareholders that is convened immediately following the occurrence of the reason therefor.
3. ③The Board of Directors of the Company shall not be composed wholly of single gender.

Article 30 (Appointment of Directors)

1. ① The directors shall be appointed at the General Meeting of Shareholders; provided, however, that the independent directors shall be appointed at the General Meeting of Shareholders among those recommended by the Recommendation Committee on Candidates for Independent Director pursuant to Article 542-8 of the KCC.
2. ② The directors shall be appointed by the affirmative vote of a majority of the voting shares presented at the General Meeting of Shareholders, which shall be at least one fourth (1/4) of the number of the total issued and outstanding shares of the Company.
3. ③ In case two (2) or more directors are appointed at once, shareholders may only exercise one (1) voting right per each share held, and Article 382-2 of the KCC shall not be applied.

Article 31 (Term of Office of Directors)

The term of office of the directors shall expire upon the closing of the Ordinary General Meeting of Shareholders convened with respect to the last fiscal year within three (3) years after inauguration.

Article 31-2 (Dismissal of Directors and Vacancy)

1. ① The directors shall be dismissed pursuant to Article 385 of the KCC.
2. ② A director shall naturally be dismissed from the post in the following cases.
   1. 1. Where a director submits a letter of resignation to the Company
   2. 2. Where a director is declared bankrupt
   3. 3. Where a director is declared to be incompetent or quasi-incompetent
   4. 4. Where a director dies

Article 31-3 (Qualifications of Independent Directors)

An independent director shall be appointed from the persons satisfying the qualification requirements under Article 542-8, Paragraph (2) of the KCC, among those who have professional knowledge or experience in management, economics, law or relevant technology or are socially well-reputed.

Article 32 (Filling of Vacancy in the Office of Director)

1. ① Any vacancy in the office of directors shall be filled at the General Meeting of Shareholders; provided, however, that the foregoing provision shall not apply if the number of remaining directors satisfies the legal requirement and such vacancy does not cause any difficulties in performance of duties.
2. ② The term of office of a director appointed to fill a vacancy shall be the remainder of the term of office of the predecessor.

Article 33 (Appointment of Representative Directors)

The Board of Directors shall appoint one (1) or more Representative Director(s) who shall represent the Company. In the absence of the Representative Director(s), the director designated by the Representative Director(s) shall perform their duties, and if there is no such designation, the Vice Chairman, President, Vice President, Executive Director (Jeonmu) or Managing Director (Sangmu) shall perform their duties in such order.

Article 34 (Duties of Directors)

1. ① The directors shall participate in decision-making process in executing the Company’s businesses as a member of the Board of Directors, and shall have the authority to supervise the management’s execution of duties.
2. ② If any director becomes aware of any facts which may cause substantial losses to the Company, such director shall immediately report it to the Audit Committee.
3. ③ The directors shall faithfully perform their duties in the interest of the Company in accordance with the laws and regulations and the provisions set forth in these Articles of Incorporation.
4. ④ The directors shall report the status of business performance to the Board of Directors once or more every three (3) months.

Article 35 (Duties of Statutory Auditors) － Deleted (March 24, 2000)

Article 35-2 (Responsibilities of Directors)

1. ① In the event that a director has neglected to perform duties, etc., such director shall be responsible to the Company and third parties as prescribed by the KCC and other laws.
2. ②The Company shall exempt a director from liability under Article 399 of the KCC exceeding six (6) times (in the case of an independent director, three (3) times) the wages (including bonuses and gains from exercise of stock option) during the one (1)-year period prior to the day of such act by a resolution of the General Meeting of Shareholders.
3. ③ The above provision shall not apply if the director caused damages to the Company by willful misconduct or gross negligence or if the director falls under Articles 397 (Non-Competition), 397-2 (Prohibition of Appropriation of Company’s Opportunities) and 398 (Prohibition of Self-Dealing) of the KCC.
4. ④ The Company shall compensate for all legal expenses, other losses, damages and liabilities borne or incurred by the director in connection with performance of duties at the Company; provided, however, that if such losses, damages and liabilities are resulted from the director’s breach of fiduciary duty due to ill intent or gross negligence or otherwise where such compensation by the Company is not permitted under the laws shall be excluded.－New article (March 9, 2018).

Article 36 (Audit Record of Statutory Auditors) － Deleted (March 24, 2000)

Article 37 (Composition and Authority of Board of Directors)

1. ① The Board of Directors shall consist of directors and make decisions on matters set forth herein, as well as important matters relating to the execution of businesses of the Company, and supervise the execution of duties by the directors and the management.
2. ② The Board of Directors may establish separate Regulations of the Board of Directors to set forth matters necessary for the delegation of duties and the operation of the Board of Directors.

Article 37-2 (Chairperson)

1. ① The Chairperson of the Board of Directors shall be determined by the Board of Directors.
2. ② The Chairperson shall fix the order of directors to serve as Chairperson, in preparation for the cases where the Chairperson fails to attend the meeting of the Board of Directors without designating a temporary Chairperson.
3. ③ If the Chairperson is unable to attend the meeting of the Board of Directors, the Chairperson shall designate a temporary Chairperson among the directors who shall serve as Chairperson, and if there is no such designation of Chairperson, the directors shall serve as Chairperson of the Board of Directors in the order set forth in Paragraph (2) of this Article.

Article 37-3 (Agenda)

The Chairperson shall propose the agenda of the meeting of the Board of Directors; provided, however, that if any other directors intend to propose an agenda, they shall submit the substance of such agenda to the Chairperson.

Article 38 (Convening of Meetings of Board of Directors)

A meeting of the Board of Directors shall be convened by the Chairperson of the Board of Directors or, if another director is designated by the Board of Directors, such designated director, by notifying each director in writing or orally prior to the date of such meeting; provided, however, that the meeting of the Board of Directors may be convened at any time without such convocation procedure upon unanimous consent of all directors.

Article 39 (Method of Resolution of Board of Directors)

1. ① The resolutions of the Board of Directors shall be adopted in the presence of a majority of the directors and by the affirmative vote of a majority of the directors present; provided, however, that the resolutions of the Board of Directors regarding the matters set forth in Article 397-2 (Prohibition of Appropriation of Company’s Opportunities) and Article 398 (Prohibition of Self-Dealing) of the KCC shall be adopted by the affirmative vote of at least two-thirds (2/3) of the directors in office.
2. ② However, if a foreigner needs to obtain consent from the Board of Directors to make direct investment pursuant to the Foreign Investment Promotion Act, the attendance of at least three-fourths (3/4) of the directors in office and the affirmative vote of at least two-thirds (2/3) of the directors present are required.
3. ③ The Board of Directors may permit all or some of its directors to participate in the meeting by means of communication simultaneously transmitting and receiving live audio communications, in lieu of attending such meeting in person. The directors participating in the meeting in the aforesaid manner shall be deemed to be present in person at such meeting.
4. ④ Any director who has a special interest in a matter to be resolved by the Board of Directors shall not exercise the voting right.

Article 40 ((Minutes of the Meetings of the Board)

1. ① The proceedings of the Meetings of the Board shall be recorded in minutes.
2. ② The agenda, proceedings, results, dissenting director (if any) and reasons for dissenting shall be recorded in minutes, and the names and seals or signatures of the directors present at the meeting shall be affixed thereon.

Article 40-2 (Committees)

1. ① The Company shall establish the Recommendation Committee of Candidates for Independent Director, Audit Committee, Remuneration Committee and Corporate Sustainability Management Committee within the Board of Directors, and may additionally establish committees to review and determine the Company’s other matters delegated by the Board of Directors.
2. ② The committees within the Board of Directors shall consist of at least two (2) directors, and the details regarding the organization and operation of the committees shall be determined by a resolution of the Board of Directors.
3. ③ Provisions of Articles 38, 39 and 40 shall apply mutatis mutandis to the committees.
4. ④ Authority relating to each of the following may not be delegated to the committees.
   1. 1.Matters requiring approval from the General Meeting of Shareholders
   2. 2.Appointment and dismissal of the Representative Director
   3. 3.Establishment of committees and appointment and dismissal of members of such committees
   4. 4.Other matters determined by the Board of Directors
5. ⑤ The committees shall notify each of the directors of the matters resolved. In such cases, each of such directors may request the convening of a meeting of the Board of Directors, at which the matters resolved by the committees may be resolved again by the Board of Directors; provided, however, that the Board of Directors shall not overrule the decisions of the Audit Committee.

Article 41 (Remuneration for Directors)

1. ① Whether or not to pay remuneration or expenses required for business to the directors and the amount of remuneration or expenses for the directors shall be determined by the Board of Directors within the limit set by a resolution of the General Meeting of Shareholders.
2. ② Severance payments for the directors shall be made in accordance with the provisions of the Regulations on Severance Payments for Officers.

Article 41-2 (Remuneration for Auditors) － Deleted (March 24, 2000)

Article 41-3 (Appointment of Management and Salary)

1. ① The Company shall have the management to execute matters resolved by the Board of Directors.
2. ② Matters relating to the management shall be set forth by separate Regulations of the Board of Directors.

Article 42 (Consultants and Advisors)

1. ① The Representative Director may appoint advisors and consultants as necessary for business upon recommendation by the Chief Executive Officer.
2. ② The Chief Executive Officer may determine and pay them remuneration and expenses required for business equivalent to those for the management.

Article 42-2 (Composition of Audit Committee)

1. ① The Company may establish the Audit Committee in lieu of the statutory auditor pursuant to Article 40-2.
2. ② The Audit Committee shall consist of three (3) or more directors.
3. ③ At least two-thirds (2/3) of the members shall be independent directors, and members other than the independent directors shall satisfy the requirements under Article 542-10, Paragraph (2) of the KCC.
4. ④ A member of the Audit Committee shall be appointed among the directors who were appointed at a General meeting of Shareholders. In such case, one (1) independent director who will be a member of the Audit Committee shall be appointed separately from other director
5. ⑤ The members of the Audit Committee shall be appointed by the affirmative vote of a majority of the voting rights of the shareholders present, which shall not be less than 1/4 of the total number of issued and outstanding shares; provided, however, that if  the voting rights are allowed to be exercised by electronic means pursuant to Article 368-4(1) of the Korean Commercial Code, the appointment of the members of the Audit Committee may be resolved by the affirmative vote of a majority of the voting rights of the shareholders present.
6. ⑥ When appointing or dismissing a member of the Audit Committee, a shareholder who holds shares exceeding 3% (3/100) of the total number of issued and outstanding shares of the Company excluding the shares without voting rights (which, in case of the largest shareholder, shall include the shares held by the shareholder ’ s specially related persons and other persons prescribed by Presidential Decree of the KCC when appointing or dismissing a member of the Audit Committee who is not an independent director), such shareholder may not exercise the voting rights with respect to the shares in excess of such amount
7. ⑦ The Audit Committee shall appoint its representative among the independent directors by a resolution of the Audit Committee, and in such case, two (2) or more members may jointly represent the Audit Committee.
8. ⑧ A member of the Audit Committee may be dismissed by the affirmative vote of at least two-thirds (2/3) of the voting rights of the shareholders present at the General Meeting of Shareholders and at least one-third (1/3) of the total number of issued and outstanding shares of the Company. In such case, the member of the Audit Committee under the proviso of Paragraph (4) shall lose his/her status as both the director and member of the Audit Committee.
9. ⑨ If the number of independent directors falls short of the requirements for the composition of the Audit Committee set forth in this Article due to vacancy or death of an independent director, such requirements shall be satisfied at the General Meeting of Shareholders that is convened immediately following the occurrence of the reason thereof.

Article 42-3 (Duties of Audit Committee)

1. ① The Audit Committee shall audit the accounting and business of the Company.
2. ② The Audit Committee may demand the convening of an Extraordinary General Meeting of Shareholders by submitting to the Board of Directors a written statement of the purpose of the meeting and the reason for the convocation.
3. ③ The Audit Committee may demand the convening of the meeting of the Board of Directors by submitting to the director (if there is a separate person who is authorized to convene meetings, to such person) a written statement of the purpose of the meeting and the reason for the convocation..
4. ④ If director reject to convene the meeting of the Board of Directors without delay, the Audit Committee demanding the convening of such meeting may convene the meeting of the Board of Directors.
5. ⑤ The Audit Committee may request the Company’s subsidiary to make a report on its operations, if the Audit Committee deems it necessary to perform its duties. In such case, if the subsidiary does not immediately make such a report as requested or it is necessary to verify the content of the report made by the subsidiary, the Audit Committee may inspect the subsidiary’s operations and status of assets.
6. ⑥ The Audit Committee shall appoint the Company’s external auditor.－Amended (March 22, 2019).
7. ⑦ In addition to the matters in Paragraphs (1) through (6), the Audit Committee shall deal with the matters delegated by the Board of Directors.
8. ⑧ The Audit Committee may seek the assistance of experts at the expense of the Company.

Article 42-4 (Audit Record)

The substance of the audit by the Audit Committee and the results thereof shall be recorded in the audit record which shall bear the name, and seal or signature of the member of the Audit Committee who has conducted such audit.

Article 43 (Fiscal Year)

The fiscal year of the Company shall commence on January 1st and end on December 31st of each year.

Article 44 (Preparation and Keeping of Financial Statements)

1. ① The President-Representative Director of the Company shall prepare the following s and supplementary chedules thereto and business report six (6) weeks before the date set for the Ordinary General Meeting of Shareholders, have them audited by the Audit Committee and submit them to the Ordinary General Meeting of Shareholders.
   1. 1. Balance sheet
   2. 2. Profit and loss statement
   3. 3. Other s prescribed by applicable laws, indicating the financial status and business performance of the Company
2. ② The Audit Committee shall submit an audit report to the Representative Director no later than one (1) week before the date of the Ordinary General Meeting of Shareholders.
3. ③ The Company shall maintain the original of the documents listed in Paragraph (1) above as well as the business report and audit report at the Company’s principal office for five (5) years, and the certified copies of all such documents at the Company’s branches for three (3) years beginning from one (1) week before the day set for the Ordinary General Meeting of Shareholders.
4. ④ If the approval of a General Meeting of Shareholders for the s listed in Paragraph (1) above is obtained, the Company shall, without delay, give public notice of the balance sheet.

Article 44-2 (Appointment of External Auditors) - Deleted (March 16, 2012)

Article 45 (Disposal of Profits)

The Company shall dispose of the unappropriated retained earnings at the end of any fiscal year as follows.

1. ① Legal reserves
2. ② Other statutory reserves
3. ③ Dividends
4. ④ Voluntary reserves
5. ⑤ Other appropriation of retained earnings
6. ⑥ Retained earnings carried over to the subsequent year

Article 45-2 (Retirement of Shares) - Deleted (March 16, 2012)

Article 46 (Dividends)

1. ① Dividends may be distributed in cash, stock or other assets; provided, however, that the amount of dividends paid in shares shall not exceed 100% of the total amount of dividends.
2. ② In the event that the dividends are paid in shares, if the Company has issued several classes of shares, such payment may be made through shares of different classes by a resolution of the General Meeting of Shareholders.
3. ③ Interests shall not accrue on dividends.
4. ④ The right to claim payment of dividends shall be extinguished if not exercised within five (5) years.
5. ⑤ The dividends, for which the right has been extinguished pursuant to Paragraph (4) above, shall be vested in the Company.
6. ⑥ The Company may, by a resolution of the Board of Directors, set a record date for the determination of the shareholders to be entitled to receive the dividends under Paragraph(1), and if a record date has been determined, the Company shall give public notice of such record date at least two(2) weeks prior to the record date.

Article 46-2 (Quarterly Dividends)

1. ①The Company may pay quarterly dividends to its shareholders registered in the shareholders registry as of the end of March, June and September starting from the commencement date of the relevant fiscal year pursuant to Article 165-12 of the FSCMA. Quarterly dividends shall be distributed in cash.
2. ② The quarterly dividends under Paragraph (1) shall be paid by a resolution of the Board of Directors, which shall be made within forty-five (45) days from the record date set forth in Paragraph (1) above.
3. ③ The maximum amount to be paid as quarterly dividends shall be calculated by deducting the following amounts from the net assets recorded in the year-end balance sheet of the immediately preceding fiscal year.
   1. 1. The amount of capital of the immediately preceding fiscal year
   2. 2. The aggregate amount of the capital reserves and legal reserves, which have been accumulated as of the end of the immediately preceding fiscal year
   3. 3. The amount resolved to be distributed as dividends at an Ordinary General Meeting of Shareholders held in respect of the immediately preceding fiscal year
   4. 4. The amount of legal reserves to be accumulated with respect to the applicable fiscal period due to the quarterly dividends
4. ④ － Deleted(21. 3. 24)
5. ⑤ In case of distributing quarterly dividends, the same dividend rate as that of common shares shall be applied to preferred shares under Article 8.

1. (Effective Date)

The amendment to the Article 46(Dividends) shall become effective from the settlement dividend of the 47th fiscal year.

2. (Transitional regulations)

The amendment of Article 29 (3) shall be suspended until August 5, 2022.

3. Same as Article 2 of the current appendix

We aim to create new customer value and build on this to be a top global player based on unparalleled quality competitiveness and customer services. We declare this Governance Charter in order to maintain trust as a global player for all stakeholders by building sound governance and carrying out business activities with utmost integrity. What we pursue through this Charter is to i) ensure that the management operates the company in a transparent and responsible manner under the supervision of the Board of Directors with expertise and independence, ii) ensure that our shareholders, customers, employees and business partners seek to increase their rights with balance and iii) that we will open a door to a sustainable future.

1.1 Rights of Shareholders

1. ① (Basic Rights of Shareholders) Shareholders, as owners of the Company, shall have the following basic rights protected by the relevant laws and regulations such as the Korean Commercial Code.
   1. 1. A right to participate in profit sharing
   2. 2. A right to participate in General Meeting of Shareholders with voting rights
   3. 3. A right to receive information in a timely manner and on a regular basis
   4. 4. Other rights guaranteed by related laws and regulations such as the Korean Commercial Code and Articles of Incorporation
2. ② (Protection of Rights at General Meeting of Shareholders) The following matters that cause fundamental changes in the Company’s existence and shareholder rights shall be decided through the General Meeting of Shareholders under the principle of protecting the utmost rights of the shareholders.
   1. 1. Modification of the Articles of Incorporation
   2. 2. Merger and acquisition, material business transfer, and spin-off
   3. 3. Dissolution
   4. 4. Capital reduction
   5. 5. Comprehensive share transfer or comprehensive share swap
3. ③ (Convenient Exercise of Voting Rights and Access to General Meeting of Shareholders) Shareholder’s right(s) shall be facilitated to be conveniently exercised under shareholder's discretion. Shareholders shall be provided with sufficient information, including the agenda, of the General Meeting of Shareholders.

1.2 Fair Treatment of Shareholders

1. ① (Protection of Shareholders’ Voting Rights) There shall be no infringement on basic shareholders’ rights. However, the restriction on voting rights for certain shareholders may be levied in accordance with relevant laws and regulations.
2. ② (Obligation to Provide Information to Shareholders) The Company shall provide information necessary for a shareholder on a timely, sufficient, and easily understandable basis. In addition, disclosure of information for which the Company has no obligation to shall also be made available to all shareholders equally once the Company is to make such disclosure.

1.3 Responsibility of Shareholders

1. ① (Active Exercise of Voting Rights by Shareholders) Shareholders shall recognize that the exercising of their voting rights may affect the management of the Company and strive to actively exercise voting rights for the development of the Company.
2. ② (Responsibility of Controlling Shareholders) Controlling shareholders wielding influence on the corporate management shall act in the best interests of the Company and all of its shareholders, and shall put forth efforts not to cause loss to the Company and the other shareholders by conducting activities that contradict the above.

2.1 Functions of the Board of Directors

1. ① (Authority and Functions of the Board of Directors) The Board of Directors (the “BOD”) shall have comprehensive power over corporate management, and shall perform the major management decision making and management supervision of the Company.
2. ② (Delegation of the Authority of the Board of Directors) The BOD may delegate its authority to the representative director or committees within the BOD (the “Committees”). However, the major issues stipulated in laws or regulations, the Articles of Incorporation, or the Regulations of the BOD shall be excluded.

2.2 Composition and Operation of the Board of Directors

1. ① (Appropriate Size of the Board of Directors) The size of the BOD shall be sufficient to allow effective and prudent discussions and decision-making. The BOD shall be composed of at least three (3), but not exceeding nine (9) directors as sufficient for the functioning of the Committees established within the BOD.
2. ② (Number of Independent Directors) The BOD shall have independent directors who may perform functions independently from the management and major shareholders. The independent directors shall constitute the majority of all directors in order that the BOD may actually maintain its independence.
3. ③ (Appointment and Roles of the Chairperson of the Board of Directors) The BOD shall appoint the chairperson of the BOD for a three-year term at the first BOD meeting after the Ordinary General Meeting of Shareholders. The chairperson of the BOD shall convene and preside over the BOD and ensure that the role of the BOD is effectively carried out in all respects.
4. ④ (Ordinary Meeting of the Board of Directors) The BOD shall hold regular meetings and frequently hold ad-hoc meetings if necessary. In addition, for the smooth operation of the BOD, the BOD shall establish and abide by the Regulations of the BOD stipulating the authority, responsibilities, and operating procedures of the BOD.
5. ⑤ (Recommendation Committee on Candidates for Independent Director) The Company shall have the Recommendation Committee on Candidates for Independent Director in order to recommend candidates for independent directors in a fair manner. The Recommendation Committee on Candidates for Independent Director shall be composed to ensure the fairness and independence of the recommendation process of independent director candidates.
6. ⑥ (Method of Resolution by the Board of Directors) If necessary, the BOD shall use remote telecommunication means in order for the members of the BOD to participate in BOD meetings to the full extent.

2.3 Qualification and Independence of Directors

1. ① (Qualification of Directors) Directors shall meet qualifications in accordance with relevant laws and regulations. They shall have the highest ethical standards, a strong sense of professionalism and honesty, and shall be able to represent the rights and interests of all shareholders and stakeholders in a balanced manner.
2. ② (Fiduciary Duty of Directors) Directors shall be able to devote enough time to perform their duties and shall have strategic thinking, practical knowledge, mature judgment, and a sense of responsibility.
3. ③ (Independence of Independent Directors) Independent directors shall have abundant expertise and practical experience in related fields such as finance, economics, management, law, accounting, automobile industry etc. Independent Directors shall have no significant interests with the Company and shall be able to make independent decisions.
4. ④ (Diversity and Expertise of the Members of the Board of Directors) The Company shall compose the BOD of directors with various backgrounds, and the directors shall be capable of making actual contributions to the Company’s corporate management.

2.4 Appointment of Directors and Recommendation of Candidates

1. ① (Appointment of Directors) The Company's directors shall be appointed at a General Meeting of Shareholders by the recommendation of the BOD or the Recommendation Committee on Candidates for Independent Director.
2. ② (Appointment of Independent Directors) In order for a balanced appointment of competent and responsible independent directors who are capable of making actual contributions to the corporate management with professional expertise, independent directors shall be appointed at the General Meeting of Shareholders, among the persons recommended by the Recommendation Committee on Candidates for Independent Director that the independent directors shall constitute the majority.
3. ③ (Provision of Information regarding Director Candidates) The Company shall ensure that its shareholders exercise their voting rights with sufficient information and time to evaluate the director candidates.

2.5 Roles of Independent Directors

1. ① (Roles of Independent Directors) Independent directors shall participate in major decisionmaking of the Company through activities in the BOD, and shall supervise and support the management as a member of the BOD.
2. ② (Support for Independent Directors’ Performance of their Duties) Independent directors may request for information as necessary for performance of their duties. In addition, independent directors may obtain advice from an external expert in accordance with appropriate procedure, and the Company shall be responsible for such expenses.
3. ③ (Training for Independent Directors) In order to allow independent directors to timely and accurately understand the status of management of the Company, the Company shall regularly report or provide management information such as status updates and shall continuously provide training or establish training programs for independent directors.
4. ④ (Fiduciary Duty of Independent Directors) Independent directors must be able to devote sufficient time for purposes of carrying out their duties, and in the event of a BOD meeting, shall participate in the BOD meeting after reviewing the relevant materials.
5. ⑤ (Support for Independent Directors’ Performance of their Duties) The Company shall have a working-level support team in order to actually support independent directors’ activities.

2.6 Responsibilities of Directors

1. ① (Director’s Duty of Care) Directors shall perform their duties by fulfilling their duty of care as bona fide managers. Directors shall make reasonable decisions based on sufficient information by using sufficient time and efforts.
2. ② (Directors’ Fiduciary Duty and Duty of Confidentiality) No director shall exercise his/her authority for his/her own or a third party’s interests; directors shall always act in the best interest of the Company and its shareholders. In addition, no director shall disclose any confidential corporate information obtained in connection with performance of his/her duties or use the same for his/her own or a third party’s interests.
3. ③ (Directors’ Damage Liability and Business Judgment Rule) If a director violates the laws, regulations or the Articles of Incorporation or neglects his/her duties, he/she shall be liable for damages to the Company and if there is malicious intent or gross negligence on the part of the director, he/she shall also be liable for damages to a third party. However, if a director performs his/her duties in a manner that is deemed to be the best interests for the Company in a sincere and reasonable manner in the course of making business decisions, such management judgments of the director shall be respected.
4. ④ (Directors Liability Insurance) In order to mitigate the burden related to director’s liability and to secure a capable director, the Company shall secure directors liability insurance for the benefit of the director at the Company’s cost.

2.7 Committees within the Board of Directors

1. ① (Establishment of Committees within the Board of Directors) The BOD may establish and operate committees within the BOD to enhance the expertise and efficiency of its operations.
2. ② (Composition of Committees within the Board of Directors) The BOD shall organize and operate the Audit Committee, Recommendation Committee on Candidates for Independent Director, Corporate Governance & Communication Committee, and Compensation Committee as the Committees within the BOD, and may establish a temporary committee if necessary. The composition and operation of the Committees shall be in accordance with each SubCommittee’s regulations.
3. ③ (Operation of Committees within the Board of Directors) The Committees shall report their resolutions to the BOD, and the BOD may reconsider and decide again on matters resolved by the Committees.
4. ④ (Composition of Committees) Unless otherwise provided under the Korean Commercial Code, relevant laws and regulations, the Articles of Incorporation or other relevant bylaws, the majority of the members of the Committees shall constitute independent directors.
5. ⑤ (Regulation and Resolution of Committees) The organization, operation and authority of all Committees shall be regulated in writing. A Committee’s resolution on any matter delegated by the BOD shall have the same effect as the BOD’s resolution.

2.8 Corporate Sustainability Management Committee

1. ① (Matters to be deliberated by the Corporate Sustainability Management Committee) The purpose of the Corporate Sustainability Management Committee is to review the protection of shareholders’ rights and interests, transparency of internal transactions, pursuit of ethical management, pursuit of the ESG Management, and occupational safety and health activities. The Corporate Sustainability Management Committee shall review and deliberate on the following matters.
   1. 1. Transactions between related parties as set forth in the Monopoly Regulation and Fair Trade Law and the Korean Commercial Code
   2. 2. Inspection on compliance with the voluntary fair trade compliance program
   3. 3. Key policies relating to ethical management and social contribution
   4. 4. Enactment and amendment of code of ethics, including code of conduct and evaluation of implementation status thereof
   5. 5. Matters regarding protection of shareholders’ rights and interests
   6. 6. Assessment of important policies relating to the ESG Management
   7. 7. Review and approval of safety and health-related plans, and inspection on compliance with the plans
2. ② (Functions and Authority of the Corporate Sustainability Management Committee) The Corporate Sustainability Management Committee shall deliberate on key managerial matters, including provision of guarantee, M&A and acquisition/disposition of key assets (equity interests) relating to protection of shareholders’ rights and interests, details of self-dealing or any other matters that the committee determines as important. In order to strengthen communication with the shareholders, one of independent directors of the committee shall be appointed as a representative in charge of protection of shareholders’ rights.
3. ③ (Roles of the Representative in Charge of Protecting Shareholders’ Rights) The roles of the independent director in charge of protection of shareholders’ rights shall be as follows.
   1. 1. Participation in governance NDRs and communications between the BOD and shareholders through meetings with shareholders
   2. 2. Delivery of opinions and proposals related to protection of shareholders’ rights and interests to the Corporate Governance & Communication Committee and the BOD
   3. 3. Continuous development and proposal of policies to improve protection of shareholders’ rights and interest
4. ④ (Composition of the Corporate Sustainability Management Committee) The Corporate Sustainability Management Committee shall be composed of three (3) or more directors, including three (3) or more independent directors, and at least two thirds (2/3) of the committee shall be independent directors to ensure the independence and transparency of the committee.
5. ⑤ (Corporate Sustainability Management Committee’s Right to Seek Assistance) The Corporate Sustainability Management Committee may seek advice from experts and others at the expenses of the Company by the resolution of the committee when deemed necessary.
6. ⑥ (Operation of and Provision of Information by the Corporate Sustainability Management Committee) The Corporate Sustainability Management Committee shall hold quarterly meetings on a regular basis, and if necessary, shall hold frequent ad-hoc meetings. The committee shall report the results of each meeting to the BOD. In addition, annual activities shall be disclosed through various channels such as Hyundai Mobis’s corporate governance report, sustainability report and regular report to be accessible to all shareholders.

2.9 Evaluation and Compensation

1. ① (Evaluation of the Board of Directors Activities) The management activities of the BOD shall be evaluated fairly, and the results of such evaluation shall be appropriately reflected in the compensation of the directors.
2. ② (Compensations for Directors) The representative director shall determine the compensation amount for directors within the scope determined by a resolution of the General Meeting of Shareholders and in accordance with the internal regulations on payment of compensations for registered directors as approved by the Compensation Committee.
3. ③ (Standards of Compensations for Directors) Compensations for directors shall be reasonably proportional to their duties, set at an appropriate level given the financial conditions of the Company and designed to be in line with the long-term interests of the Company and its shareholders.

3.1 Audit Committee

1. ① (Composition of the Audit Committee) The Audit Committee shall be composed of three (3) or more directors with at least one member with professional knowledge of accounting or finance and shall be appointed at the General Meeting of Shareholders. In addition, in order to ensure independent, transparent audit process, two thirds (2/3) or more of the Audit Committee and the representative of the Audit Committee shall be independent directors.
2. ② (Fiduciary Duty of the Auditors) The Audit Committee shall perform the following functions.
   1. 1. Audit the legitimacy of business activities of the management
   2. 2. Review of soundness and reasonableness of the financial activities and accuracy of the financial reports
   3. 3. Appointment and dismissal of external auditor and reports to General Meeting of Shareholders
   4. 4. Other matters prescribed by the relevant laws and regulations, Articles of Incorporation or the Operational Regulations of the Audit Committee
3. ③ (The Audit Committee’s Right to Access Information and Seek Assistance) The Audit Committee may freely access information at any time as necessary for the purpose of audit process, and if necessary, may receive advice from experts and others at the expenses of the Company.
4. ④ (Meetings of the Audit Committee) The meetings of the Audit Committee shall be convened at least once for every quarter, and if necessary, may be participated by the management, finance officers, head of the internal audit department and the external auditor.
5. ⑤ (Minutes) The Audit Committee shall keep minutes of every meeting.
6. ⑥ (Independence of the Audit Committee) The members of the Audit Committee shall perform their duties independently from the management and major shareholders.

3.2 External Auditor

1. ① (Independence of External Auditor) The external auditor shall maintain legal and substantive independence on an independent standpoint from the Company, the management, certain shareholders and others.
2. ② (Reporting Obligation to the Audit Committee) The external auditor shall be appointed by the Audit Committee and shall report important matters found during its external audit to the Audit Committee.
3. ③ (External Auditor’s Obligation to Attend and Provide Explanations at General Meeting of Shareholders) The external auditor shall participate in the General Meeting of Shareholders and must respond in good faith to question(s) raised by a shareholder regarding audit reports.
4. ④ (Consideration on Sustainability) The Company shall ensure that the external auditor consider the sustainability of the Company as required by the relevant laws and regulations such as the "Act on External Audit of Stock Companies, Etc.

1. ① (The Company’s Social Responsibility) The Company shall believe that good faith resolution of matters for which stakeholders (including but not limited to shareholders, customers, employees, partners, and local society) concern will contribute to long-term increase in shareholder value, and shall faithfully carry out the business’ social responsibility.
2. ② (Obligation to Protect Employees) The Company shall respect the rights of employees and improve the quality of employees’ life.
3. ③ (Obligation to Comply with Fair Trade Law) Through compliance with fair trade laws and regulations, the Company shall promote the establishment of a fair market order and drive the balanced development of the national economy.
4. ④ (Obligation to Protect Creditors) The Company shall comply with creditor protection procedures for matters that have a significant effect on the status of creditors such as a mergers, capital reductions, and spin-offs.
5. ⑤ (Independent Guarantee of Rights of Stakeholders) When a person serves as not only a shareholder but also a stakeholder, the Company shall guarantee protection and exercise of his/her rights as a shareholder and a stakeholder other than a shareholder respectively.
6. ⑥ (Obligation to Protect Rights of Stakeholders) The Company shall set forth its best efforts in order to faithfully protect the rights of stakeholders under the laws and regulations or by the contracts.
7. ⑦ (Stakeholders’ Right to Access Information) The Company shall provide a stakeholder with the information necessary for the protection of his/her rights to the extent permitted by laws and regulations and shall support such stakeholder with the access to the relevant information.

1. ① (Regular Disclosure) The Company shall regularly prepare and disclose business reports, quarterly and semi-annual reports, etc., and disclose relevant information about the Company to shareholders and other stakeholders in a timely, forthright, and accurate manner.
2. ② (Non-Periodic Disclosure) In addition to regular disclosures, the Company shall make detailed and accurate disclosures about legal obligations and major outstanding issues without delay.
3. ③ (Company’s Affirmative Disclosure Obligation) In addition to the disclosures required by laws and regulations, the Company shall disclose matters that gravely affect or may affect shareholders’ or stakeholders' decision making.
4. ④ (Promotion of Understandability and Accessibility of Disclosures) The Company shall strive to make these disclosures easy to understand and make them easy for stakeholders to utilize.
5. ⑤ (Designation of Disclosure Manager and Establishment of Information Delivery System) The Company shall designate a person responsible for the disclosures and establish an internal information delivery system that allows delivery of important corporate information to the disclosure manager.
6. ⑥ (Obligation to Disclose the Shareholding Status of Controlling Shareholders and Others) The Company shall disclose the shareholding status of the controlling shareholders and their specially related parties in detail.
7. ⑦ (Fairness of Disclosure) The Company shall not give preferential treatment to or discriminate against a certain person on the basis of the scope and timing of the disclosure of important corporate information, and shall make such information accessible to every stakeholder at the same time.