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Corporate Governance Guidelines

The Company has established these guidelines based on a resolution of the Board of Directors for the purpose of achieving the best possible corporate governance in order to achieve sustainable growth and increase corporate value, and to encourage shareholders to hold the Company's shares over the long term.

  1. General Provisions
    Basic Views on Corporate Governance
    As the Group's management philosophy, we have set "Contribution to Society," "Development of the Company," and "Growth of Employees". Based on the recognition that we will fulfill our social responsibilities through our business activities, we shall aim to manage our business in a way that increases corporate value while emphasizing management soundness, transparency, and prompt decision-making, and shall further enhance management transparency by striving for prompt and accurate information disclosure to shareholders and investors.
  2. Ensuring the rights and equality of shareholders
    1. General meeting of shareholders
    1. The Company shall send out the convocation notice of the ordinary general meeting of shareholders earlier than the statutory deadline and disclose the said convocation notice on its website prior to sending out the notice so that shareholders can have sufficient time to consider the proposal of the general meeting of shareholders and exercise their voting rights appropriately.
    2. The Company will strive to create an environment in which all shareholders can appropriately exercise their voting rights, including holding the General Meeting of Shareholders on a date as different from that of other companies as possible.
    2. Ensuring equality of shareholders
    The Company shall treat all shareholders equally and disclose information in a timely and appropriate manner to avoid information disparities among shareholders.
    3. Basic principles regarding cross-shareholdings and exercise of the voting rights
    1. The Company's basic principle is to hold shares as cross-shareholidings when it is deemed that such holdings will contribute to the enhancement of the Company's corporate value through business alliances, the maintenance and strengthening of business relationships, and the stabilization of shares.
    2. Each year, the Company conducts a review of the economic rationale for holding shares over the medium to long term for each individual cross-shareholding.
    3. With respect to the exercise of voting rights as to the cross-shareholdings, the Company makes individual decisions on whether to approve or disapprove of proposals, taking into consideration not only whether the proposal conforms to the Company's shareholding policy but also whether it will lead to an increase in the corporate value of the relevant company.
  3. Consideration of stakeholder interests
    1. Standards of ethics
    In order to ensure that directors, Officers, employees, and others act ethically at all times, the Board of Directors shall establish ethical standards.
    2. Transactions with related parties
    In the event that the Company engages in transactions with related parties, the Company shall do so in a fair and appropriate manner and with the prior approval of the Board of Directors in accordance with laws, regulations and internal rules to ensure that such transactions do not harm the Company or the common interests of shareholders.
    3. Relationship with Stakeholders
    The Board of Directors of the Company shall strive to build appropriate cooperative relationships not only with shareholders, but also with customers, business partners, employees, local communities, and other various stakeholders in order to enhance corporate value over the long term.
  4. Appropriate information disclosure and transparency
    Disclosure of policies regarding risk management, internal control systems, etc.
    1. The Board of Directors of the Company shall determine the Company's policies regarding risk management, internal control systems, compliance with laws and regulations, etc. of the Group in accordance with the Companies Act and other applicable laws and regulations, and disclose them in a timely and appropriate manner.
    2. In order to further increase the trust and sympathy of shareholders, investors and society, the Company will appropriately disclose corporate information, including prompt and accurate announcement and disclosure of quarterly financial results and business policies, and enhance corporate transparency.
  5. Responsibilities of the Board of Directors
    1. Role of the Board of Directors
    1. The Board of Directors of the Company will realize efficient and effective corporate governance and to maximize sustainable growth and long-term corporate value.
    2. In order to fulfill the responsibilities set forth in the preceding paragraph, the Board of Directors of the Company shall ensure fairness and transparency in management by exercising a supervisory function over general management, and shall make the best possible decisions through determination of important business operations, etc.
    2. Role of Independent Outside Directors
    One of the main roles of the Independent Outside Directors of the Company is to review and evaluate the results of management from time to time in light of the management strategies and plans determined by the Board of Directors, and to express their opinions from the perspective of the common interests of all shareholders.
    3. Chairperson of the Board of Directors
    The Chairperson of the Board of Directors shall strive to improve the quality of discussions at meetings of the Board of Directors and ensure that the Board of Directors operates effectively and efficiently. In order to fulfill this responsibility, the Chairperson of the Board of Directors shall ensure that sufficient time is allowed for discussion of agenda items and that each Director receives appropriate information in a timely manner.
    4. Composition of the Board of Directors
    1. The Board of Directors shall consist of an appropriate number of not more than 15 persons, excluding Directors who are Audit and Supervisory Committee members.
    2. The Audit and Supervisory Comittee shall consist of an appropriate number of not more than 4 persons of which the majority shall be Outside Directors.
    3. The Board of Directors of the Company shall establish the standard for independence of Outside Directors (hereinafter referred to as the "Independence Standard") and disclose them in a timely and appropriate manner.
    5. Qualifications of Directors and appointment procedures
    1. The Company shall appoint directors who possess high ethical standards as well as excellent character, insight, ability, and abundant experience.
    2. In addition to basic criteria such as personality, insight, and ability, the Company selects appropriate candidates based on a comprehensive assessment of the performance and management skills of the internal directors in their areas of responsibility, and the expertise and management experience of the external directors.
    3. Candidates for the Company's Board of Directors are selected by the Management Meeting and decided by the Board of Directors.
    6. Qualifications of Directors who are Audit and Supervisory Committee Members and appointment procedures
    1. The Company shall appoint Directors who are members of the Audit and Supervisory Committee of the Company who possess high ethical standards as well as excellent character, insight, ability, and abundant experience. At least one of the Directors who is a member of the Audit and Supervisory Committee of the Company shall be a person who has appropriate knowledge of finance and accounting.
    2. Candidates for Directors who are members of the Audit and Supervisory Committee of the Company shall be determined by the Board of Directors, after the Board of Directors recommends the candidates to the Audit and Supervisory Committee and obtains the consent of the Audit and Supervisory Committee.
    7. Term of office and limitation on concurrent positions of Independent Outside Directors
    1. The Board of Directors of the Company shall establish independence standards, including the stipulation that Outside Directors who have been in office for more than eight years after their first appointment shall not satisfy the requirements for Independent Outside Directors.
    2. In the event that an Independent Outside Director of the Company concurrently serves as an officer of a listed company other than the Company, such concurrent service shall be limited to a reasonable extent that enables him/her to secure the time necessary to perform duties for the Company.
    8. Responsibilities of Directors
    1. The Directors of the Company shall gather sufficient information to execute their duties, and shall actively express their opinions and engage in discussions.
    2. Upon assuming office, the Directors of the Company shall understand the relevant laws and regulations, the Articles of Incorporation, the Regulations of the Board of Directors and other internal rules, and shall perform their duties as Directors by demonstrating their expected abilities.
    9. Director training and self-improvement
    1. In order to enable Directors to acquire and update knowledge and information important for the proper performance of their roles and responsibilities, the Company shall provide and mediate necessary training opportunities, including courses provided by outside organizations, and support the costs thereof, not only at the time of appointment but also on an ongoing basis after appointment.
    2. In order to fulfill their roles, the Directors of the Company shall always strive to actively collect information and study the Company's financial condition, compliance with laws and regulations, corporate governance, and other matters.
    3. Newly appointed Outside Directors shall be provided with knowledge and information on the Company's history, management principles, business structure, etc. at the time of their appointment.
    10. Preparation of agenda for Board of Directors meetings, etc.
    1. The Chairperson of the Board of Directors of the Company shall set the agenda prior to the Board of Directors meeting.
    2. The documents related to the agenda items of the Board of Directors meetings of the Company shall be distributed to each Director, including Outside Directors, prior to the Board of Directors meetings in order to facilitate full discussions.
    11. Access to internal information by Independent Outside Directors
    1. The Independent Outside Directors of the Company may, whenever they deem it necessary or appropriate, request explanations or reports from the internal directors, Officers and employees, or request the submission of internal documents.
    2. The Company shall establish the Secretariat for Independent Outside Directors to enable the Independent Outside Directors to properly execute their duties.
    3. The Company shall establish an Audit and Supervisory Committee Secretariat to enable the Audit and Supervisory Committee to appropriately perform its duties.
    12. Remuneration of Directors
    1. The amount of remuneration for Directors of the Company shall be determined based on certain standards within the scope approved by the General Meeting of Shareholders, which is necessary for Directors to fully perform their functions in order to achieve sustainable improvement of the corporate performance and shareholder value of the Group.
    2. The Company shall disclose in a timely and appropriate manner the policy on remuneration for Directors determined by the Board of Directors.
    3. The remuneration of the Company's Independent Outside Directors shall reflect the time and responsibilities of each Independent Outside Director in the Company's business, and shall not include stock-related remuneration or other performance-linked elements.
    4. The Company shall disclose the amount of remuneration paid to the Directors in an appropriate manner.
  6. Dialogue with Shareholders
    Dialogue with Shareholders
    1. In the Company, the Accounting Department is the main department in charge of IR and the reception of dialogue with shareholders.
    2. The Company holds financial results briefings for individual investors and institutional investors as a means of communication with shareholders, etc., and also responds to individual inquiries through telephone conferences as appropriate, and in particular, the Company considers dialogue with shareholders at the General Meeting of Shareholders to be the most important.
    3. In order to prevent the leakage of financial information and ensure fairness, the Company designates the period from the day after the settlement date to the day of the announcement of financial results as a quiet period, and refrains from answering questions or making comments on financial results in principle. In addition, we have established internal regulations for the appropriate management of important corporate information and the prevention of insider trading, which are thoroughly communicated to all employees.
IR Information