Hyundai Bioland Co., Ltd. (hereinafter “Company”), according to its business philosophy as the “Creator of Abundant Lives,” aims to grow as a manufacturing company that increases values in customers’ lives. The Company shall strive to protect the rights of shareholders, enhance business value, and fulfill the Company's social responsibility at the same time. It should also contribute continuously to economic development. For these endeavors to translate into actual performance, the establishment of sound corporate governance must come beforehand. For this purpose, the “Hyundai Bioland Corporate Governance Charter,” which maintains the rights of shareholders, roles of the board of directors, and autonomous operation of an auditing organization, has been established to build, maintain, and develop wholesome corporate governance.
①As owners of the Company, shareholders are given the rights to attend and vote at the general meeting of shareholders, the right to participate in profit sharing, and the right to receive regular and timely information guaranteed by the relevant laws such as the Commercial Act.
②Mergers, business transfers, split-offs, and company dissolution, which bring about significant changes to the existence of the company and shareholder rights, shall be decided at the general meeting based on the principle of upholding the rights of shareholders.
③Shareholder rights should be conveniently exercised according to the free will of the shareholders. In order to facilitate the exercise of shareholder rights, the Company shall provide shareholders with information on the agenda, date, and place of the general meeting sufficiently ahead of time of the event.
①Shareholders have one vote per share of common stock. The essential rights of shareholders must not be infringed. However, restrictions on voting rights for specific shareholders must be made in accordance with the law.
②The Company shall provide shareholders with the necessary information in a timely, easy-to-understand manner. Revealing of information that is not subject to disclosure shall also be done equally to all shareholders.
③The Company shall protect its shareholders from unfair insider trading and self-trading.
①Shareholders shall strive to exercise their voting rights actively for the development and profit of the Company.
②Controlling shareholders who exercise influence over the management of the Company must act in the interest of the Company and all shareholders. They shall refrain from causing damages to the Company and other shareholders by acting otherwise.
①The board of directors has comprehensive authority over the Company's management, and it must perform important decision making and supervision in relation to the Company management.
②The board of directors may delegate its authority to the Chief Executive Officer or a committee within the board of directors. However, major matters stipulated by laws, articles of incorporation, or board regulations are excluded.
①The Company shall have at least 3 but no more than 10 directors, who are appointed at the general meeting of shareholders.
②The Chairman of the Board convenes and presides over the board of directors, ensuring that the role of the board of directors is effectively performed in all aspects.
③The board of directors shall make a resolution with the majority vote of the attending directors making up the majority of incumbent directors. However, directors who are interested parties of the agenda are not given a voting right.
④The board of directors meets quarterly. An extraordinary meeting can be held in the event of an urgent agenda. For the smooth operation of the board of directors, the Board of Directors Regulations, which specifically stipulate the authority, responsibility, and operating procedures of the board, are established and operated.
⑤A director may participate in the board of directors through remote communication devices, if necessary.
⑥The Company shall prepare and store the minutes of the board meeting.
①The directors of the Company are appointed at the general meeting of shareholders at the recommendation of the board of directors.
②The majority directors shall be appointed as external directors recommended by the External Director Candidate Recommendation Committee.
③Competent, responsible candidates who can actually contribute to the Company’s management shall be appointed as external directors.
④The Chief Executive Officer shall be appointed by the board of directors among the appointed directors at the general meeting of shareholders.
①Directors must meet the qualification standards set forth in the relevant laws and have exemplary ethics, professionalism, and honesty. They must also be able to speak for the benefit of all shareholders and stakeholders.
②External directors must have extensive knowledge or experience in the areas of management/economy, accounting/finance, law, and administration have no significant interest with the Company, and possess the capability to make autonomous decisions.
①Directors shall perform their duties with the due care of a good manager. Information obtained during work shall not be disclosed externally or used for personal benefit.
②A director who violates or disregards the laws or the articles of incorporation shall be liable for damages to the Company. Likewise, a director with malicious intent or gross negligence shall also be liable for any damages to a third party.
③A director's business judgment should be respected if he or she performed duties in a way that is considered to be in the best interest of the Company based on sufficient review as well as sincere and reasonable judgment in the process of making business decisions.
④The Company may purchase executive liability insurance for directors at its expense.
① The board of directors may establish and operate committees within the board of directors in order to enhance business professionalism and efficiency.
②The board of directors may operate committees within the board for audit, recommendation of external director candidates, internal trading, compensation, and other matters deemed necessary. The composition and operation of such committees shall comply with separate regulations stipulated by each committee.
① External directors shall participate in the Company's major decision making through the activities of the board of directors and supervise and support the management as members of the board of directors.
②The Company shall provide external directors with sufficient information to perform their duties. The external directors may request the Company to provide information necessary for their job performance. External experts may also be consulted through appropriate procedures, if necessary.
③ External directors must devote sufficient time for fulfilling their duties and participate in the board of directors after revising the relevant materials in advance.
①The remuneration of directors shall be determined by the board of directors within the limit of payment determined by the resolution of the general meeting of shareholders.
② The Compensation Committee within the board of directors shall annually evaluate and report the performance of directors to the board of directors. The result shall be used for improvement and compensation for the operation of the board of directors for the following year.
①For independent and transparent auditing, at least two-thirds of the Audit Committee shall consist of external directors who shall be appointed at the general shareholders' meeting. At least one accounting or finance expert shall also be included.
②The roles of the Audit Committee include: auditing and inspecting the Company’s accounting and financial activities; auditing the legality of business activities of directors and the management; reviewing and assessing the internal accounting management system; and performing other duties stipulated by related laws, articles of incorporation, and operation regulations of the Audit Committee.
③The Audit Committee meeting shall be held at least once every quarter. The presence of directors, the management, or other employees may be requested, if necessary.
④The Audit Committee must prepare and keep the minutes of meetings.
①External auditors shall be appointed by the Audit Committee. However, this shall not apply if there is a separate provision for the appointment of an external auditor in the relevant laws.
②External auditors shall report important matters identified during audit activities to the Audit Committee.
③The Company shall allow external auditors to conduct audits fairly and independently from the Company, the management, and the controlling shareholders.
④External auditors shall attend the general meeting of shareholders and faithfully answer any questions from shareholders regarding the audit report.
①The Company shall strive to fulfill faithfully its corporate social responsibility to all stakeholders, including customers, employees, partner companies, and local communities.
②The Company shall faithfully protect the rights of stakeholders under laws and contracts.
③The Company shall provide the information necessary to protect the rights of stakeholders within the scope permitted by law.
①The Company shall prepare and disclose business reports, semi-annual reports, and quarterly reports on a regular basis. Other matters that may have significant impact on shareholders and stakeholders shall be disclosed promptly and faithfully.
②The Company shall neither favor nor discriminate against specific persons with regard to the scope or timing of disclosure of important corporate information. Such information shall be disclosed in a manner that allows access by all stakeholders at the same time.
③The Company shall strive to make the information for disclosure easy to understand and use by stakeholders.
④The Company shall designate a disclosure officer and ensure that important information of the Company is promptly delivered to the disclosure officer.