HYOSUNG TNC

Hyosung TNC Co., Ltd. (hereinafter referred to as the "Company") practices responsible management under the belief of "leading a better life for humanity based on the best technology and management capabilities" and strives for sustainable growth. Through this, the company strives to create value for customers, members, and shareholders, and to play a core role in social and economic development.

The company believes that building a healthy and transparent corporate governance structure is the cornerstone of securing the trust of all stakeholders and becoming a leading global company. Accordingly, the company has established this corporate governance charter based on the belief that it will achieve fair and transparent responsible management under independent management supervision of the board of directors in accordance with the charter.

Article 1. Shareholders' Rights

• ① Shareholders have basic rights as shareholders based on the shareholder rights.
• ② Matters that bring significant changes to shareholder’s rights should be decided in the way of maximizing shareholder rights at the shareholders’ meeting.
• ③ The company shall provide shareholders with the information on the date, place, and agenda of the shareholders’ meeting well in advance, and the date and place of the shareholders’ meeting shall be determined to allow shareholders to participate as much as possible.
• ④ Shareholders may propose agenda items at the shareholders’ meeting and may question and demand explanations on the agenda items at the shareholders’ meeting.
• ⑤ The company shall consider making it easy for shareholders to exercise their voting rights.

Article 2. Fair Treatment of Shareholders

• ① Shareholders have the one voting right per ordinary share, and the essential rights of shareholders must not be infringed upon. Restrictions on voting rights for specific shareholders must be strictly enforced in accordance with the law.
• ② Shareholders should be able to receive necessary information from the company in a timely, sufficient, and fair manner, and even if the company discloses information that is not subject to disclosure obligations, it should be provided fairly to all shareholders.
• ③ In transactions, the company must not provide special treatment to specific shareholders just because of their status.

Article 3. Shareholders' Responsibilities

• ① Shareholders should be aware that their exercise of voting rights can influence the company's management and should actively exercise their voting rights for the development of the company.
• ② Controlling shareholders who can exert influence on the company's management should act in the best interests of the company.

Article 4. Functions of the Board of Directors

• ① The Board of Directors shall perform the functions of decision-making and management oversight of the company.
• ② Within the scope permitted by relevant laws and the company's articles of incorporation, the Board of Directors may delegate authority to the CEO or subsidiary committees.

Article 5. Composition and Appointment of the Board of Directors

• ① The Board of Directors must be composed of a size that allows for effective and smooth discussions and decision-making and must have a sufficient number of directors to operate committees under the Board of Directors.
• ② The Board of Directors must include outside directors who can function independently from the management and controlling shareholders, and a majority of the directors should be composed of outside directors to ensure the independence of the Board of Directors.
• ③ The Board of Directors should be composed of directors with an expertise to contribute to management, and the terms of the appointed directors should be guaranteed unless there are special reasons.
• ④ The company must ensure that shareholders have sufficient information and the time to exercise their voting rights regarding director candidates.

Article 6. Outside Directors

• ① Outside directors must not have a significant relationships, such as contracts or transactions, with the company, and they must be able to make an independent decisions separate from the management and controlling shareholders.
• ② When selecting outside director candidates, criteria such as expertise, commitment, management mindset, independence, social recognition, integrity, diversity, and other relevant factors should be considered.
• ③ Outside directors may request the company to provide necessary information for the performance of their duties, and the company should adequately provide the necessary information to outside directors.
• ④ Outside directors may receive support, such as assistance from employees, staff, or external experts, through appropriate procedures when deemed necessary, and the company may support the costs associated with such assistance.
• ⑤ Outside directors must allocate sufficient time for the performance of their duties.

Article 7. Operation of the Board of Directors

• ① The Board of Directors shall generally hold a regular meetings at least once a quarter and may convene special meetings as needed.
• ② To facilitate the smooth operation of the Board of Directors, the authority, responsibilities, and operating procedures of the Board of Directors shall be clearly documented.
• ③ The company shall prepare and maintain minutes of each meeting of the Board of Directors.
• ④ The company shall disclose the attendance rate of directors, approval rates for items subject to disclosure, and other activity records as necessary.
• ⑤ Directors may participate in Board of Directors meetings using remote communication means when necessary.

Article 8. Committees

• ① Committees composed of an appropriate number of members shall be established and operated under the Board of Directors to perform specific functions and roles.
• ② The chairman of each committee shall preferably be appointed from among the outside directors.
• ③ The organization, operation, and authority of each committee shall be clearly documented.
• ④ Each committee shall take into account the expertise of individual directors in its composition. Each committee shall conduct a prior review of major Board of Directors resolutions based on its expertise and report the results to the Board of Directors.

Article 9. Duties of Directors

• ① Directors must perform their duties as diligent managers, dedicating sufficient time and effort to make reasonable decisions based on adequate information.
• ② Directors must pursue the results that are in the best interests of the company and must not exercise their authority for their own or third-party’s interests.
• ③ Directors must not disclose the company's confidential information obtained in the course of their duties to external parties or use it for their own or third-party’s interests.

Article 10. Directors' Liabilities

• ① Directors may be liable for the damages to the company if they violate laws or the Articles of Incorporation or if they neglect their duties. Directors may also be liable for damages to third parties if there is malice or negligence on their part.
• ② If directors have exercised due to care and loyalty in the decision-making process, their decisions should be respected.
• ③ The company may handle potential liability for damages arising from business activities and may take out directors' liability insurance for directors at the company's expense to recruit competent individuals as directors.

Article 11. Evaluation and Compensation

• ① The activities of the management team are fairly evaluated, and the company discloses the compensation and criteria for the payment of a key management in accordance with the law.
• ② The compensation of directors is executed within the approved range by the General Meeting of Shareholders.

Article 12. Audit Committee

• ① The Audit Committee consists of three or more outside directors to maintain independence, and at least one member of the committee should be a financial or accounting professional as defined by relevant laws.
• ② The Audit Committee audits the company's accounting and operations in accordance with relevant laws, articles of incorporation, and board regulations and handles matters delegated by the board.
• ③ The Audit Committee has a free access to information necessary for its audit work and may request advice from external organizations and experts at the company's expense if necessary.
• ④ The Audit Committee may require relevant executives or external auditors to attend committee meetings.
• ⑤ The Audit Committee prepares minutes of each meeting.

Article 13. External Auditors

• ① The external auditor is appointed by the Audit Committee and must be guaranteed substantial independence from the company.
• ② The company may require the external auditor to attend the General Meeting of Shareholders and explain any questions regarding the audit report.
• ③ The external auditor must perform the audit work fairly from an independent standpoint, separate from the company's management and major shareholders.
• ④ The company must ensure that the external auditor considers the company's viability as required by relevant laws.
• ⑤ The company must require the external auditor to report important matters identified during the audit to the Audit Committee.

Article 14: Protection of Stakeholders' Rights

• ① The company must strive to grow together with various stakeholders, prioritize social responsibility, and make efforts to enhance not only economic value but also social value simultaneously.
• ② The company respects the rights of its members and strives to improve their quality of life.
• ③ The company shall faithfully protect the rights of stakeholders under laws or contracts and shall diligently comply with labor laws and regulations, making efforts to maintain and improve working conditions.
• ④ The company shall comply with creditor protection procedures regarding matters such as mergers, capital reductions, and splits that significantly affect the position of creditors.

Article 15. Ethical Management

• ① The company shall establish a code of ethics and publish it.
• ② The company encourages its employees to make ethical decisions in accordance with the code of ethics, fostering a clean corporate culture and practicing its social role and responsibility as a global corporate citizen.

Article 16. Disclosure

• ① The company promptly discloses information required by laws and regulations. Additionally, it discloses matters that may have a significant impact or potential impact on the decision-making of shareholders and stakeholders, beyond legal requirements.
• ② The company accurately and promptly discloses the content of important matters decided outside of regular disclosures.
• ③ The company makes an effort to write disclosure content in a way that is easy for stakeholders to understand and utilize.
• ④ The company designates a disclosure officer and establishes an internal information transmission system to ensure that important information about the company is promptly communicated to the disclosure officer.