Information Management Regulations
Rules and guidelines we follow to ensure all our stakeholders are apprised of relevant developments
Chapter 1: General Provisions
Matters concerning the performance of public announcement and management of public information shall be governed by these regulations, except those specified in laws, related regulations, or articles of incorporation.
- “Public information” refers to matters that may affect investors' investment decisions regarding the company's management and property, etc., and the Capital Markets and Financial Investment Business Act (hereinafter referred to as the “law”) and the Act's Enforcement Decree (hereinafter “the “ Korea Financial Services Commission (hereinafter referred to as “Financial Commission”), regulations on the issuance and disclosure of securities (hereinafter referred to as “Issuance Disclosure Regulations”), and securities of the Korea Exchange (hereinafter referred to as “Exchange”) It refers to the disclosure matters and related information stipulated in relevant laws and regulations such as market disclosure regulations (hereinafter referred to as “disclosure regulations”).
- “Publication documents” refers to reports and reports (including electronic documents) submitted for disclosure of public information and documents attached thereto.
- “Disclosure control system” refers to all business activities in which disclosure information is managed by related organizations within the company according to certain control procedures.
- The term “disclosure control organization” refers to the representative director, public announcement officer, department in charge of disclosure, and creation of disclosure information in accordance with this regulation, such as creation, collection, review, preparation and approval of disclosure documents. Refers to the business unit related to
- The term “disclosure manager” refers to a person who has been nominated by the CEO and is in charge of the company’s disclosure work and is registered in the exchange as a disclosure manager pursuant to Article 88 (1) of the Disclosure Regulations.
- “Disclosure department” refers to the department in charge of the company's disclosure work in accordance with the company's business and organizational regulations. In this case, the disclosure department must have at least two “disclosure officers” registered in the exchange pursuant to Article 88 (2) of the Disclosure Regulations.
- “Business department” refers to a department that performs business related to the generation of our company's public information.
- “Regular disclosure” refers to the company's business, financial situation and management performance, and other matters related to the company's overall corporate content, including Articles 159, 160, 165, 168 and 170 of the Act This refers to the submission of business reports, semiannual reports, and quarterly reports to the Financial Services Commission or the Exchange in accordance with Article 4-3 and Article 21 of the Disclosure Regulations.
- “Anytime Disclosure” refers to the disclosure of major management matters, and reports to the exchange in accordance with Articles 7 and 8-2 of the Disclosure Regulations of major facts or decisions that affect investment decisions related to our business activities. Or it means to disclose.
- “Fair Disclosure” means when the Company selectively provides information that is not subject to disclosure obligations under related laws and information that has not reached the disclosure deadline, the disclosure regulations Articles 15 and 16 and fair disclosure management It refers to the disclosure of the information to the exchange so that the general investor can know the information at the same time (or until the selection is provided to a specific person) according to the standards.
- “Inquiry Disclosure” refers to the fact that rumors and reports related to the Company are confirmed or the presence of important information is requested from the Exchange in accordance with Article 12 of the Disclosure Regulations.
- “Self-disclosure” means that the Company believes that it may have a significant impact on the management and property of the company and the investment judgment of investors in addition to the occasional disclosures in paragraph 9, or that it is necessary to disclose information that is not subject to disclosure obligations. If so, it means the disclosure to the exchange in accordance with Article 28 of the Disclosure Regulation and Article 8 of the Concurrent Regulations
- “Issuance Disclosure and Report on Major Matters” refers to matters related to the company's organizational change, acquisition and disposal of treasury stocks, such as solicitation, sales, merger, division, and transfer of securities under related laws and regulations. Articles 121 to 123, 130, 161, 120 to 122, 137, 171 of the Decree, Articles 2-4, 2-6, and 2- It refers to submitting a related report to the Financial Services Commission pursuant to Articles 14, 2-17, 4-5, 5-8 to 5-10, and 5-15.
- -2. The term “subsidiary company” refers to a subordinate company among companies that have a control or subsidiary relationship pursuant to Article 1-2, Subparagraph 2 of the Act on External Audit of Stock Companies. .
- Regarding terms used in these regulations, the examples of terms used in related laws and regulations, except for cases specifically specified in these regulations, shall be followed.
Chapter 2: Basic Authority and Responsibilities of the Disclosure Control Organization
- The representative director is in charge of all affairs related to the disclosure control system.
- The representative director performs the following tasks so that the disclosure control system can be effectively operated.
- Policy establishment for the design and operation of the disclosure control system
- Establishment of authority, responsibility and reporting system for the disclosure control system
- Final inspection of the operational status of the disclosure control system and final evaluation of operational performance
- Approval of regulations related to the disclosure control system
- Other necessary matters
- The disclosure officer is appointed by the CEO.
- The disclosure manager is in charge of the tasks related to the design and operation of the disclosure control system and performs the following tasks.
- Review, approval, and implementation of public announcement information and public announcement documents (including related documents. The same shall apply hereinafter)
- Measures necessary to comply with laws and regulations related to disclosure of employees (relevant training, preparation of guidelines, etc.)
- Identification of risk factors for disclosure and establishment and implementation of countermeasures
- Regular monitoring of the disclosure control system, regular operation status check, and operational performance evaluation
- Determination of whether or not to disclose matters not explicitly specified to be disclosed in relevant laws and regulations
- Director and supervision of the disclosure department
- Establishment and implementation of training plans for employees related to disclosure work
- Approval of detailed guidelines, etc. for the implementation of regulations related to the design and operation of the disclosure control system
- Other matters deemed necessary by the CEO in relation to the disclosure control system
- The person in charge of disclosure shall have the following powers if necessary to perform his/her duties.
- Request for submission and access to various books and records related to disclosure matters
- The right to hear opinions from the department in charge of accounting or auditing and other departments related to the creation of public information and preparation of disclosure documents.
- The disclosure manager can consult with the officer in charge or the auditor if necessary to perform the job, and can listen to the opinions of external experts.
- The representative director must form a department in charge of public announcements, including those with specialized knowledge in public announcements. Two of them must be nominated as public announcement officers pursuant to Article 88 (2) of the Disclosure Regulations.
- The disclosure department under the direction of the disclosure officer in relation to the disclosure work, performs the following tasks.
- Collection and review of various public information
- Preparation of disclosure documents and execution of disclosure
- Establishment of annual disclosure work plan and check the status of implementation
- Review of measures necessary for compliance with laws and regulations, such as occasional inspection of the contents of enactment and amendment of laws and regulations related to disclosure, and report to the person in charge of disclosure
- Identification, inspection, evaluation, and management of disclosure risk at the company-wide level
- Other matters deemed necessary by the CEO or disclosure officer
- The head of each business department shall, in a timely manner, deliver information on this to the department in charge of disclosure if it falls under any of the following subparagraphs.
- In the case of delivering the disclosure information in the preceding paragraph, a copy of the related content, necessary evidence and reference materials, etc., must be delivered as a document to the disclosure department, and the original document on this must be kept. However, if there is an urgent need or unavoidable reason, it may be delivered in an appropriate way other than documents, but a copy of the relevant contents may be delivered as a document afterwards.
- In case of occurrence or expectation of disclosure matters specified in the disclosure related laws
- When the judgment on whether to be disclosed is unclear as a matter that has a significant impact on the company's management
- When a reason for cancellation or change of an already disclosed matter occurs or is expected to occur
- When requested by the public announcement officer or the head of the public announcement department
Chapter 3: Disclosure Control Activities and Operation
Section 1: Regular disclosure
The company must prepare periodic disclosure documents and submit them to the Financial Services Commission and the Exchange within the disclosure deadline.
- The head of each business department must establish and implement a detailed promotion plan by checking the duties and disclosure schedules assigned to the department in order to perform the disclosure of periodic disclosures in accordance with the annual disclosure business plan, and check the progress every month. The inspection details must be delivered to the disclosure department.
- The head of each business unit shall perform the duties assigned to the business unit to perform the disclosure of periodic disclosure matters and submit it to the disclosure department by the deadline stipulated in the annual disclosure work plan.
- If the head of each business department is expected to fail to comply with the submission deadline of the preceding paragraph due to delay in business promotion, etc., he must immediately notify the disclosure department and take necessary measures at the request of the disclosure department head.
- The head of the public announcement department must check the public announcements and the public announcement schedule, etc., and establish an annual public announcement plan including division of duties for each business department, obtain the approval of the public announcement manager, and deliver it as a document to each business department. do.
- If there is a concern that the head of the disclosure department may not comply with the legal submission deadline based on the inspection details and notifications of the business department, he/she must report this to the disclosure manager and instruct and implement necessary measures. Can be requested.
- The head of the disclosure department must synthesize the information received from each business department, prepare a periodic disclosure document in accordance with the format and description method stipulated in the relevant laws and regulations, and submit it to the disclosure manager by the deadline stipulated in the annual disclosure plan.
- The head of the disclosure department must obtain the approval of the disclosure manager and the representative director to carry out regular disclosures within the legal submission deadline. In this case, if certification of the representative director, etc. is required in accordance with relevant laws and regulations, the certification shall be attached.
- The person in charge of disclosure shall check the status of business progress necessary for carrying out the disclosure of regular disclosures, and take necessary measures when there is a concern that the legal submission deadline may not be observed.
- The disclosure manager shall review whether the periodic disclosure documents submitted by the head of the disclosure department are properly prepared in accordance with the relevant laws and regulations, and the accuracy and completeness of the information disclosed through the relevant periodic disclosure documents, and report them to the CEO. With the approval of the company, the head of the public announcement department shall implement the disclosure.
The CEO must directly confirm and review the adequacy of the periodic disclosure documents reported by the disclosure manager and approve it, and must perform the necessary certifications under the relevant laws and regulations.
- The head of the business department and the head of the department in charge of disclosure related to the preparation of periodic disclosure documents must immediately check whether the contents of the disclosure are appropriate.
- If there are any errors or omissions as a result of the inspection, the head of the disclosure department shall take necessary measures, such as corrective disclosure, to correct them immediately.
Section 2: Occasional disclosure
The company must prepare the occasional disclosure document and submit it to the exchange within the disclosure deadline.
- Each business department shall immediately transmit information on such matters to the disclosure department in the case of occurrence or expectation of occasional disclosure, and in the event that the reason for cancellation or change of the previously disclosed content occurs or is expected to occur.
- If the business department is requested by the head of the disclosure department to supplement the information in Paragraph 1 or to submit additional data, it shall respond immediately. However, if the head of the business department determines that the matter requires significant security or must be kept confidential, he/she must report it to the disclosure manager and follow the instructions,
- When the disclosure department receives information on occasional disclosure matters from the business department, it shall immediately review whether the information corresponds to the disclosure matters, and review the accuracy and completeness of the information. If necessary, the head of the disclosure department may request the relevant business department to supplement information or submit additional data.
- If the result of the review in the preceding paragraph falls under the occasional disclosure, the head of the disclosure department must prepare the review details and occasional disclosure documents for the relevant information and report it to the disclosure manager. Accordingly, the disclosure must be carried out. However, if it is difficult to obtain the approval of the disclosure manager, such as the absence of the disclosure manager, the head of the disclosure department may execute the disclosure, and in this case, the disclosure manager must report it afterwards.
- If the disclosing department does not correspond to the disclosure items as a result of the review in Paragraph 1, the head of the disclosure department shall write down the reason and review details of the information and report it to the disclosure manager.
- The head of the disclosure department shall review whether the occasional disclosure matters correspond to the disclosure of large-scale internal transactions pursuant to Article 11-2 of the Monopoly Regulation and Fair Trade Act, and conduct the disclosure.
- The disclosure manager must review whether the review contents and disclosure documents in the preceding Article 2 and 3 are properly prepared in accordance with the relevant laws and regulations, and approve the disclosure.
- The disclosure manager must report important matters related to occasional disclosure to the CEO.
The provisions of Article 13 apply mutatis mutandis to occasional disclosure. In this case, “regular disclosure documents” shall be regarded as “frequent disclosure documents”.
Section 3: Fair disclosure
The company must prepare a fair disclosure document and submit it to the exchange within the disclosure deadline.
Fair disclosure information provider (referring to a person specified in Article 15, Paragraph 2 of the Disclosure Regulations) is a person subject to providing fair disclosure information indirectly before disclosure through various ratios and scale of increase or decrease. It shall not be provided to a person who decides).
- In case of implementing fair disclosure, the disclosure manager, disclosure manager, business departments and contact information related to the fair disclosure subject information, etc., so that inquiries from investors who want to know detailed information related to the fair disclosure can be easily made. Must be specified.
- If there is a request from the exchange, the summary of the fair disclosure and the website address shall be entered and disclosed to the exchange.
The provisions of Articles 13 and 15 through 17 apply mutatis mutandis to fair disclosure. In this case, “regular disclosure documents” in Article 13 shall be deemed “fair disclosure documents”, and “frequent disclosure” in Articles 15 to 17 shall be deemed “fair disclosure”.
Section 4: Inquiry disclosure
The company must prepare an inquiry disclosure document and submit it to the exchange within the disclosure deadline.
- When the head of the disclosure department receives an inquiry and disclosure request from the exchange, he/she must immediately confirm the facts and the presence of important information, prepare a disclosure document, and obtain approval from the disclosure manager to respond to the inquiry disclosure.
- The head of the disclosure department may request each business department to submit data or a statement of opinions to confirm the facts of the preceding paragraph or the presence of important information, and in this case, the relevant business department must respond. However, if the head of the business unit determines that the matter requires significant security or confidentiality, it must report it to the disclosure manager and follow the instructions.
- In the case of a request for an inquiry and disclosure, the head of the disclosure department shall obtain the approval of the disclosure manager by grasping the confirmation details or progress of the disclosure as a result of the decision-making process. Re-disclosure must be carried out within one month from the unconfirmed disclosure date. In this case, if it is judged that it is virtually impossible to carry out re-disclosure within one month, the re-disclosure time limit shall be specified and the disclosure shall be executed.
The proviso to Article 13, Article 16, Paragraph 2, and Article 17 shall apply mutatis mutandis to the inquiry and disclosure. In this case, in Article 13, “regular disclosure” is referred to as “inquiry disclosure”, in Article 17, “frequent disclosure” is referred to as “inquiry disclosure”, and in Article 17, paragraph 1, the review contents of “paragraphs 2 and 3 Disclosure documents” shall be regarded as “confirmation contents and disclosure documents under Paragraph 1”.
Section 5: Voluntary disclosure
The company can fill out a self-disclosure document and submit it to the exchange within the disclosure deadline.
- The disclosure manager may instruct the head of the disclosure department to collect necessary information and prepare disclosure documents if a reason for cancellation or change of the content that has been determined to be voluntarily disclosed or that has already been voluntarily disclosed occurs or is expected to occur.
- Information necessary for the head of the business department when the head of the disclosure department determines that voluntary disclosure is necessary, or when a reason for cancellation or change of the content that has already been voluntarily disclosed occurs or is expected to occur, or when there is an instruction from the disclosure manager in accordance with the preceding paragraph. May be requested to provide or submit data.
- The head of the business department shall provide necessary information from the head of the department in charge of disclosure pursuant to the provisions of the preceding paragraph or in the event that there is a reason for or is expected to occur on matters deemed necessary for voluntary disclosure or for cancellation or change of the already voluntarily disclosed content. When a request for data is requested, the information or data on this must be immediately delivered to the department in charge of disclosure in a document according to the method set forth in Article 7 (2).
- If the head of the business department receives a request from the head of the disclosure department to supplement the notices in the preceding paragraph or to submit additional data, he/she shall respond immediately. However, if it is determined that the relevant matter requires serious security or confidentiality, it shall be reported to the disclosure manager and the necessary instructions shall be followed.
The provisions of Articles 13, 16 and 17 apply mutatis mutandis to voluntary disclosure. In this case, in Article 13, “Regular Disclosure” refers to “Voluntary Disclosure”, and “Review of whether or not the disclosure falls under Article 16 (1)” refers to “Review of the necessity of disclosure”, Article 2 of the same article. In paragraph 3, “if it is deemed necessary to disclose” is regarded as “if it is determined that disclosure is necessary”, and “if it is determined that the disclosure is not required” in Paragraph 3 of the same article, In Articles 16 and 17, “frequent disclosure” shall be regarded as “voluntary disclosure”.
Section 6: Issuance Disclosure and Report on Major Matters
The company must fill out the issuance disclosure and report on major matters and submit it to the Financial Services Commission within the disclosure deadline.
The head of the disclosure department shall check the necessary disclosures and the disclosure schedule, etc., and issue including the division of duties by business department in the event of publication and reporting of major matters under Article 161 (1) 6 through 8 of the Act. Disclosure and Report of Major Matters A work promotion plan must be established and approved by the disclosure manager and delivered in documents to each business department.
- The provisions of Article 9 (3), Article 10 (2) to (3), and Articles 11 to 13 apply mutatis mutandis to the announcement of issuance and reporting of major matters in the preceding article. In this case, “Annual Disclosure Business Plan” in Article 10, Paragraph 3 refers to “Issuance Disclosure and Reports on Major Matters”, and “Regular Disclosure Documents” in Article 10, Paragraph 3, Articles 11 to 13 It is regarded as “issued disclosure and report on major issues”
- Articles 15 to 18 shall apply mutatis mutandis to the reporting of major matters in Article 161 (1) 1 to 5 and 9 of the Act. In this case, "frequent disclosure" and "frequent disclosure documents" shall be regarded as "report of major matters" and "report of major matters".
Chapter 4: Information and Communication
- Each disclosure control organization shall collect, maintain, and manage necessary internal and external information and supporting data related to the business in charge in order to secure the accuracy, completeness, fairness and timeliness of the disclosure information.
- The CEO may prepare an information management system or give necessary work instructions so that employees can collect, maintain, and manage the information in the preceding paragraph and use it for related work.
The representative director shall endeavor to establish a necessary communication system, such as establishing a reporting system, for smooth information exchange and communication between each disclosure control organization and officers and employees in the process of performing disclosure work.
Chapter 5: Evaluation and Management of Disclosure Risk
The CEO and disclosure officer shall ensure that disclosure risks in each of the following subparagraphs that may negatively affect the accuracy, completeness, fairness and timeliness of disclosure information are checked in a timely manner and continuously managed.
- Financial information error: Disclosure risk due to discrepancies between the actual financial condition and disclosure content caused by errors in accounting or communication between the person in charge
- Insufficiency of form entry, entry error: Risk of disclosure due to missing entries or errors in matters required in the disclosure related form due to lack of understanding or typos on entry instructions, etc.
- Uncertainty, insufficiency, and inaccuracy of the disclosure content: Risk of disclosure due to the use of terminology and abbreviations that are difficult for the general public to understand, lack of sufficient explanation of the related content, and discrepancies between the actual occurrence and disclosure content.
- Failure to comply with the disclosure period in accordance with the relevant laws and regulations: Risk of disclosure in case of failure to comply with the disclosure period due to delay in information delivery, delay in payment, and misunderstanding of the disclosure period
- Omission, concealment, and reduction of disclosure matters: Disclosure risk due to missing, concealing, or reducing information that is negative to the company or not understanding the disclosure obligations
- Risk of disclosure of forecast information: Risk of disclosure due to the fact that the forecast information is not based on reasonable grounds or assumptions, intentionally false information, omission of important matters, etc.
- Disclosure of undisclosed information: Risk of disclosure when information that has not been disclosed to the public is leaked through abnormal channels such as selectively provided to specific persons by employees
- Risks arising from changes in the disclosure system: disclosures that may arise due to changes in laws and regulations related to disclosure, changes in government policies, changes in the exchange market to which the company belongs, changes in managers or practices of related supervisory agencies and market operating agencies, etc. danger
- Change of the person in charge of disclosure: The risk of disclosure that may occur due to the interruption of information succession due to the change of the person in charge of disclosure and the loss of continuity of performance of the disclosure obligation.
- Disclosure risks that may negatively affect other publicly available information
- Each business department must immediately communicate the disclosure risk to the disclosure department in the process of carrying out the disclosure-related work, or if there is a possibility of it, and conduct appropriate management to prevent disclosure risk in accordance with the disclosure manager's instructions.
- The head of each business unit must list the disclosure risks related to the business unit and conduct monthly inspections to ensure proper inspection and management.
- The disclosure department is in charge of the inspection and management of disclosure risks at the company level.
- The head of the disclosure department shall list the risk factors for disclosure and establish an annual work plan for continuous inspection and management, and implement it with the approval of the disclosure manager.
- The head of the disclosure department shall separately classify the major disclosure risks that have a large impact on the company as a result of the disclosure risk and conduct daily and monthly checks to ensure proper inspection and management.
Chapter 6: Monitoring
Section 1: Routine Monitoring
- The head of each business department, the head of the disclosure department, and the disclosure manager check whether disclosure-related tasks are being handled according to the disclosure control system through routine monitoring, and take necessary measures to ensure timely correction and improvement when vulnerabilities are found. And confirm whether the measures are implemented afterwards.
- For routine monitoring, you can approve documents, request submission of reference materials, interview with employees related to public information, and hear opinions from the department in charge of accounting or auditing.
Section 2: Operational Status Inspection and Operational Performance Evaluation
- The CEO and disclosure manager must check the operation status of the disclosure control system and evaluate the operation performance.
- Operational status check and evaluation of operational performance should be conducted after each business year and before submission of business reports. However, if the CEO deems it necessary, it may be carried out during the business year.
- The head of each business department and the head of the public announcement department must submit a report on the operation status of each department, including self-evaluation details, to the disclosure manager within the period specified in Paragraph 2 of the preceding article by the date determined by the disclosure manager.
- The disclosure manager shall check the operational status of the company's disclosure control system and evaluate the operational performance based on the reports submitted by each business department and the head of the disclosure department, and report the results to the CEO. In this case, the disclosure manager can obtain advice from the auditor, internal audit team, and external experts.
- Based on the results reported by the disclosure manager, the CEO checks the operational status of the company's disclosure control system and evaluates its operational performance.
- The representative director and the disclosure manager are responsible for checking the operational status of the disclosure control system and evaluating the performance of the disclosure, including interviews with persons involved in the disclosure process such as generating and delivering information, reviewing related documents, and listening to opinions from external experts. The method can be used in parallel.
- The following matters must be considered when checking the operational status of the disclosure control system and evaluating operational performance.
- What changes have occurred that affect the function of the disclosure control system since the previous inspection and evaluation
- Whether the disclosure control system designed and operated by the Company contributes to the production of continuous and accurate information and reduction of disclosure risk
- Whether there is any inappropriate or defective part in the company's disclosure control system
- Whether there are sufficient procedures to check the accuracy of financial and non-financial information
- Whether sufficient preliminary review and post-inspection have been conducted on our disclosure matters
- Whether all participants in our disclosure control process understand their responsibilities
- Whether previous disclosure risks and major disclosure risks have been properly evaluated and managed
- Whether previous risks could be avoided through the existing disclosure control system
- The city manager may prepare and utilize a separate checklist through consultation for matters deemed necessary in addition to the matters specified in the preceding paragraph.
- The CEO and the disclosure manager must take necessary measures to improve the weaknesses in control that are revealed through the inspection of the operation status of the disclosure control system and evaluation of the operation performance.
- The person in charge of disclosure shall check whether the measures in the preceding paragraph are being implemented.
Chapter 7: Prohibition of Unfair Trade by Employees
The executives and employees shall provide undisclosed material information (hereinafter referred to as ``undisclosed material information'') related to work stipulated in Article 174, Paragraph 1 of the Act, as specified in Article 172 (1) of the Act (hereinafter, ``specific securities, etc.'' It shall not be used for trading, other transactions, or made to be used by others.
- In the event that executives and employees intend to trade specific securities, etc., regardless of whether or not they use material undisclosed information, they must notify the internal audit officer or the legal officer of the situation in advance.
- The internal audit officer or the legal officer who has received the notification in the preceding paragraph may prohibit the transaction or other transaction if it is deemed that it may be considered a transaction using undisclosed material information. In this case, the employee concerned must comply with it.
- In the case of trading or other transactions of specific securities, etc., the executives and employees in charge of internal audit or legal affairs should contact the internal audit officer or the legal officer within 10 days of the end of the quarter to which the transaction date belongs (type of specific securities, volume, transaction date). Should be reported.
- The CEO or disclosure manager shall take necessary measures to manage the undisclosed important information according to the following subparagraphs.
- Documents containing undisclosed material information must be kept in a safe place where only authorized employees can use it.
- Employees should not discuss important undisclosed information in places where others can hear the conversation, such as elevators and corridors.
- Documents containing undisclosed material information should not be kept in public places, and should be discarded so that the contents of the document cannot be grasped through appropriate methods such as shredding when discarding.
- Employees must maintain the security of their undisclosed material information not only outside but also within the company.
- Electronic transmission of documents related to undisclosed important information by fax, computer communication, etc. should be performed only in a state where security is guaranteed.
- Unnecessary copying of documents containing undisclosed material information should be avoided as much as possible, and documents should be quickly arranged in conference rooms or work-related places.
- Excess copies of documents containing undisclosed material information must be completely destroyed by shredding or other methods.
- Employees must not divulge the company's undisclosed material information. However, in the event that undisclosed material information is unavoidably shared with the counterparty, legal representative, or external auditor for business purposes, prior inquiries to the disclosure manager or the head of the disclosure department shall be inquired and shared only within the necessary limit.
- If an employee discloses material undisclosed information unintentionally, it must be notified to the head of the disclosure department without delay.
- Upon receiving the notification in the preceding paragraph, the head of the disclosure department shall report the fact to the disclosure manager and take necessary measures such as fair disclosure after receiving the instruction.
Articles 42 to 44 shall apply mutatis mutandis to the prohibition of the use of undisclosed material information by our affiliates to employees.
- The executives and employees of each of the following subparagraphs shall sell the specified securities, etc. within 6 months after the purchase, or in the case of profit by purchasing within 6 months after the sale, return the profit to the Company pursuant to Article 172 of the Act.
- Employees engaged in the establishment, change, promotion, and disclosure of matters subject to reporting of major matters under Article 3, Paragraph 13, and other related tasks;
- Employees engaged in business related to finance, accounting, planning, and R&D;
- The head of the disclosure department requests the Company's shareholders (including those who own equity securities or securities depository in addition to stock certificates; hereinafter the same shall apply in this Article) to request the return of the profits from the Company's short-term trade arbitrage transactions. If received, it shall be reported to the person in charge of disclosure.
- The disclosure manager must proceed with necessary procedures to receive the profits returned, including a request for trial against the employee within two months from the date of receiving the request in the preceding paragraph.
- The disclosure manager shall make the following matters disclosed on our website without delay for two years from the date of notification of the occurrence of short-term trade gains from the Securities and Futures Committee (hereinafter referred to as the “Securities and Futures Commission”). However, this is not the case when the short-term trading gain is returned.
- The position of the person who should return short-term trade gains
- Amount of gains from short-term trading (referring to the sum of each executive, employee, or major shareholder)
- The day when notified of the occurrence of short-term trade gains from the increase commission
- Plan to claim the return of short-term trading profits of the relevant corporation
- Shareholders of the relevant corporation (including those who own equity securities or securities depository securities other than stock certificates; hereinafter the same shall apply in this subparagraph) may require the corporation to request the return of short-term trade gains from those who have obtained short-term trade gains. If the corporation does not make a request within two months from the date of receipt of the request, it means that the shareholder can make a claim on behalf of the corporation.
Chapter 8: Other Disclosure Controls
Section 1: Contact with media, such as distribution of press releases
- If the head of each business unit intends to distribute the press release to mass media such as media, it must be delivered to the public announcement department in advance and distributed with the approval of the disclosure manager. In this case, if the disclosure manager deems it necessary, he/she shall report it to the CEO and follow the instructions.
- When the information delivered through the press release falls under Article 19, the head of the disclosure department shall prepare a fair disclosure document and obtain the approval of the disclosure manager to make a fair disclosure in accordance with Articles 21 and 22.
If necessary, the disclosure manager may listen to the opinions of executives and employees or external experts with professional knowledge about the information provided through the press release.
The head of the business department that created the press release and the head of the public announcement department conduct a post inspection on the reported content after the distribution of the press release, and if any content that is different from the facts is reported, report it to the disclosure manager, and follow the instructions of the disclosure manager. Action must be taken.
- In the case of a request from the media such as media outlets to the Company, the following persons may respond to the coverage. However, in cases where it is unavoidable, the person in charge of disclosure may designate a person who responds to the interview.
- Representative Director
- Disclosure Manager
- IR Officer
- Finance Officer
- If there is a request for coverage, etc. in the preceding paragraph, the head of the disclosure department must receive inquiries from the media, etc. in advance, or prepare the expected questions and answers, and pass them to the person who responds to the interview after review by the disclosure manager.
- The head of the public announcement department shall check the contents of media reports such as media outlets, and report any reports that are different from the facts to the public announcement officer and take necessary measures according to the instructions of the announcement officer.
Section 2: Market Rumors
- In principle, the company does not comment on market rumors.
- The disclosure manager or the head of the disclosure department must check whether the content of the market rumor is consistent with undisclosed important information by inquiring opinions on related business departments, and if it does, it is necessary to immediately disclose relevant information. Action must be taken.
- The disclosure manager or the disclosure manager shall establish and implement appropriate countermeasures when it is judged that it is an issue that may negatively affect the interests of the company even if the content of the market rumor does not match the undisclosed important information.
- When a request for disclosure of information related to the company is received from shareholders and stakeholders, the disclosure manager shall review the legality of the request and decide whether to provide the relevant information.
- In the case of providing information according to the decision in the preceding paragraph, the disclosure manager can listen to the opinions of the legal department or external legal experts on whether the provided information may affect investment decisions and stock prices. In the case of information that is applicable or that affects investment decisions and stock prices, necessary measures must be taken so that the information can be disclosed to the public at the same time as (or until the information is provided) the person who requested the information.
- When holding a corporate briefing session (hereinafter referred to as “company briefing session”), such as an investment briefing session or an analyst meeting, the head of the business department in charge of the relevant task reports the materials to be distributed at the briefing session and the expected questions and answers to the disclosure manager in advance. And get approval.
- In case of holding a corporate briefing, the head of the business department in charge of the relevant business shall notify the disclosure department of the date, place, and target of the company briefing, and the head of the disclosure department shall carry out the announcement regarding the holding of the briefing session before the event. do.
- The head of the disclosure department must take necessary measures so that the information can be disclosed to the public without delay in the event that information that has not been disclosed to the public is provided through questions and answers at corporate briefing sessions.
- If the head of each business unit provides information related to the company through the website or e-mail, the information must be delivered to the disclosure department in advance and provided with the approval of the disclosure manager.
- Article 47, paragraph 2, 48, and 49 shall apply mutatis mutandis in this article. In this case, “press release” and “information provided through press release” are regarded as “information provided through homepage, e-mail, etc.”.
Chapter 9: Supplementary Provisions
- The disclosure manager must establish and implement an annual training plan related to the disclosure control system so that all executives and employees of the company can fully understand the disclosure control system and perform related tasks properly. In this case, professional training or training must be completed for business departments and departments in charge of disclosures with a large frequency of disclosure information.
- The head of the disclosure department must understand the schedule of compulsory training conducted by the exchange or the Korea Listed Companies Council, and must take necessary measures to ensure that the training contents are disseminated to the relevant employees.
- The company shall promptly notify the disclosure department of the company when disclosure information occurs or is expected to occur.
- The company shall take measures such as having subsidiaries enact disclosure information management regulations for efficient disclosure control. In this case, the subsidiary shall have a disclosure officer in charge of the disclosure work, and if a disclosure officer is designated or changed, the Company shall be notified immediately.
- The company may request the subsidiary to submit related data to the extent necessary for the disclosure work. The company may investigate the business and property status of the subsidiary when it is not possible to obtain necessary data or when it is necessary to confirm the contents of the data submitted by the subsidiary.
The company may impose penalties or sanctions against executives and employees who violate these regulations in accordance with our related regulations.
The opening and closing of this regulation is made by the CEO.
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