1. General Provisions
- The objectives of these policies are to set matters related to the comprehensive management and appropriate disclosure of the internal information for prompt and accurate disclosure and for the prevention of insider trading by executives and employees in accordance with the Financial Investment Services and Capital Markets Act (Act) and other laws and regulations.
1.2 Definition of terms
- 1.2.1 In this policy, “internal information” refers to the disclosure obligations according to Part 1 of the Disclosure Regulation of the KOSDAQ market (Disclosure Regulation) and information on the management or the property status of the Company that may affect the investment judgment of investors.
- 1.2.2 “Disclosure Officer” in this policy refers to a person who can perform a reporting on behalf of the Company in accordance with Article 2.4 of the Disclosure Regulation.
- 1.2.3 “Executives” in this policy refers to directors (including a person falling under any subparagraph of Article 401-2.1 of the Commercial Act) and auditors.
- 1.2.4 In addition to articles 1.2.1 through 1.2.3, the definitions of terms used in this policy are to follow the definitions of terms used in relevant laws and regulations.
1.3 Scope of application
- Matters related to disclosure, insider trading, and internal information management are subject to this policy, except those stipulated in relevant laws or the articles of incorporation.
2. Management of internal information
2.1 Management of internal information
- 2.1.1 Executives and employees are to strictly manage the internal information of the Company that they have come to know in the course of their work, and are not to disclose this inside or outside the company, except where necessary for work.
- 2.1.2 The CEO is to take necessary measures for the management of internal information, such as setting specific standards for storage, delivery, and discarding of internal information and related documents.
※ Companies that have an Executive Officer are to revise the title of CEO to the Chief Executive Officer. The rest remains as is.
2.2 Disclosure Officer
- 2.2.1 The CEO is to designate the Disclosure Officer and report it to the Korea Exchange (KRX). The CEO is to do the same when replacing the Disclosure Officer.
- 2.2.2 The Disclosure Officer oversees the work related to the establishment and operation of the internal information management system and conducts the following tasks.
- 1) Public disclosure
- 2) Inspection and evaluation of the operating status of the internal information management system.
- 3) Examination of internal information and decisions on whether to disclose it.
- 4) Taking actions for the operation of the internal information management system including education for executives and employees.
- 5) Supervision of executives and employees or their departments responsible for the management of internal information and disclosure.
- 6) Other tasks otherwise acknowledged by the CEO for operation of the internal information management system.
- 2.2.3 The Disclosure Officer has the following authority when performing his/her duties.
- 1) The right to request and view various documents and records related to internal information
- 2) The right to listen to necessary opinions of executives and employees of the department responsible for accounting or auditing, or other departments in charge of tasks related to the generation of internal information
- 2.2.4 The Disclosure Officer may, if needed, consult with the executives in charge of relevant tasks, and seek the assistance of experts at the company's expense.
- 2.2.5 The Disclosure Officer is to report the operation status of the internal information management system regularly to the CEO or the Board of Directors (BOD).
2.3 Disclosure Manager
- 2.3.1 The CEO is to designate the Disclosure Manager and report it to the Korea Exchange (KRX). The CEO is to do the same when replacing the Disclosure Manager.
- 2.3.2 The Disclosure Manager receives direction from the Disclosure Officer regarding the management of internal information and undertakes the following tasks.
- 1) Collection and review of internal information and reporting to the Disclosure Officer
- 2) Tasks necessary for public disclosure
- 3) Confirmation of matters necessary for management of internal information, such as changes in disclosure-related laws, and reporting to the Disclosure Officer
- 4) Other matters the CEO or the Disclosure Officer has acknowledged as necessary
2.4 Concentration of internal information
- 2.4.1 Executives and the head of each department are to provide information to the Disclosure Officer in a timely manner for any of the following cases.
- 1) When internal information is generated or is expected to be generated.
- 2) Where there is or is expected to be a reason to cancel or revise internal information that has already been disclosed.
- 3) When otherwise requested by the Disclosure Officer.
- 2.4.2 The Disclosure Officer or the CEO is to effectively establish an information delivery system within the Company for the timely provision of internal information pursuant to Article 2.4.1, and, if necessary, cooperate with the Disclosure Officer in the approval process for work related to disclosure obligations.
2.5 Management of information related to the largest shareholder
- The Disclosure Officer is to fully explain the disclosure requirements related to the largest shareholder and smoothly carry out the inquiry notice tasks and set up an information delivery system to ensure that he/she receives the information in the timely manner.
2.6 Concentration of internal information of subsidiaries
- 2.6.1 When internal information related to disclosure requirements is generated or is expected to be generated in subsidiaries, the subsidiary is to immediately notify the Company’s Disclosure Officer or the Disclosure Manager of this information.
- 2.6.2 The Company is to designate a person in charge of disclosure in subsidiaries for effective management of internal information related to disclosure requirements pursuant to Article 2.6.1, and in the case of designation or replacement of the person in charge of disclosure, it must be reported to the Disclosure Officer or the Disclosure Manager immediately.
- 2.6.3 The Company may request of the subsidiaries to submit relevant materials to the necessary extent for disclosure.
2.7 Disclosure of internal information to a third party
- 2.7.1 In the event that an executive or an employee needs to disclose internal information to the Company's counterparty, an external auditor, an agent, or a person who has signed an advisory contract with the Company for legal or management advice, he/she is to report this to the Disclosure Officer.
- 2.7.2 When a situation described in Article 2.7.1 occurs, the Disclosure Officer is to take the necessary measures, such as concluding a non-disclosure agreement, etc.
- 2.7.3 Where fair disclosure obligation arises according to Article 2.7.1 when providing internal information, the information is to be disclosed without delay (except for cases that fall under exceptions in Article 15 of the Disclosure Regulation).
3. Disclosure of internal information
3.1 Type of disclosures
- 1) Report and disclosure of important business information pursuant to Part 1, Chapter 2, Section 1 of the Disclosure Regulation
- 2) Inquired disclosure pursuant to Part 1, Chapter 2, Section 2 of the Disclosure Regulation
- 3) Fair disclosure pursuant to Part 1, Chapter 2, Section 3 of the Disclosure Regulation
- 4) Voluntary disclosure pursuant to Part 1, Chapter 3 of the Disclosure Regulation
- 5) Submission of a registration statement and other documentation as needed under Part 3 Chapter 1 of the act
- 6) Submission of a business report and other documentation as needed under Article 159, 160, 165 of the act and Part 1 Chapter 2 Section 4 of the Disclosure Regulation
- 7) Submission of a business report on major issues under Article 161 of the act
- 8) Other disclosures pursuant to other laws
The Company disclosures are divided as follows.
3.2 Confirmation of the disclosure targets
- When determining whether a case falls under disclosure obligations including fair disclosures, you must be careful to include information that affects or may affect investor decisions for stock prices or investment decisions pursuant to Article 6.1.4 of the Disclosure Regulation.
- 3.3.1 If information to be released is generated pursuant to Article 3.1, the Disclosure Manager is to prepare disclosure document as needed and report to the Disclosure Officer.
- 3.3.2 The Disclosure Officer is to review whether the information prepared under Article 3.3.1 does not violate relevant laws, report to the CEO and disclose the information.
3.4 Prompt Disclosure
- The Disclosure Officer is to make his/her best efforts to disclose internal information in a timely manner in the event an information subject to disclosure is generated pursuant to Article 3.1 even before the disclosure deadline in the Disclosure Regulation.
3.5 Follow-up measures after disclosure
- When an error or omission of information is found in the disclosed information, or it becomes necessary to cancel or revise the disclosed information, the Disclosure Officer and the Disclosure Manager are to immediately take measures to revise the information according to Article 30 of the Disclosure Regulation.
3.6 Interview by the media
- 3.6.1 Upon request by the press to interview the Company, in principle, the CEO or the Disclosure Officer responds to such any request. If necessary, an executive or an employee from the relevant department may be asked to respond to the interview.
- 3.6.2 In a case in which the Company wishes to distribute a press release, the matter is to be discussed with the Disclosure Officer. The Disclosure Officer is to, if necessary, report the matter related to the press release to the CEO.
- 3.6.3 In any case where the information contained in the press release is subject to fair disclosure pursuant to Article 3.6.2, the Disclosure Officer is to disclose the information before issuing the press release.
- 3.6.4 Any executives or employees, who find out that the report made by the press differs from the truth, are to report on the situation to the Disclosure Officer. The Disclosure Officer is to report the matter to the CEO and take measures as needed.
3.7 Confirmation of news content
- The Disclosure Officer, Disclosure Manager and the department that generated the internal information are to routinely check the news on the Company and take action to revise the report when the content of the news is not true.
3.8 Company briefing
- 3.8.1 Recognizing that IR activities are part of the management responsibilities of KOSDAQ-listed companies, the CEO is to voluntarily and continuously hold Company briefings and make efforts to build trust with investors.
- 3.8.2 Company briefings on the management details, business plans, and future prospects are to be held in consultation with the Disclosure Officer.
- 3.8.3 The Disclosure Officer or the Disclosure Manager is to announce the date, location, and brief outline of the Company briefing until a day before the briefing and post the related material on the disclosure submission system of the stock exchange before the briefing begins.
- 3.8.4 During the Company briefing, all Company executives and employees are to practice caution to ensure information subject to fair disclosure that has not been disclosed in advance is not revealed.
- 3.9.1 In any case in which a rumor is circulating in the market, the Disclosure Officer is to check whether the rumor is true and whether the rumor is a part of the internal information by checking with the relevant business division.
- 3.9.2 In the event that the said rumor is in fact subject to disclosure obligation pursuant to Disclosure Regulation, the Disclosure Officer is to disclose the information.
3.10 Request to provide information
- 3.10.1 Provided the Disclosure Officer is requested to reveal information related to the Company by shareholders and stakeholders, he/she is to examine the legitimacy of the request and decide on whether to provide the information.
- 3.10.2 The Disclosure Officer may listen to the views of the Legal Division or external legal experts on whether the information requested to be revealed would affect an investor’s investment decision or the stock price to decide on whether to provide the information.
- 3.10.3 When the Disclosure Officer provides information according to the decision made under Article 3.10.1, he/she is to apply Article 3.6.3.
4. Insider trading policy
4.1 Return of short-swing profit
- 4.1.1 If an executive or an employee prescribed in Article 172.1 of the act and Article 194 of the Enforcement Decree of the act sells specific securities and others (“specific securities”) as specified in Article 172.1 of the act within six months after purchasing them, or purchases them within six months after selling them and earns profit, he/she must return the profit (“short-swing profit”) made to the Company.
- 4.1.2 In order for shareholders of the Company (including those who hold equity securities or depository securities other than stock certificates; the same applies to other articles) to request that the Company ask the person who made the short-swing profit according to paragraph 1 to return the short-swing profit, the Company is to take the necessary measures within two months upon the Company receiving such a request.
- 4.1.3 In the event that the Financial Services Commission (FSC) notifies the company that short-swing profit has been made pursuant to Article 4.1.1, the Disclosure Officer is to immediately disclose the information in the following subparagraphs to the Company website.
- 1) The position of the person who is to return the short-swing profit
- 2) The amount of short-swing profit generated
- 3) The date of notification of short-swing profit from the FSC
- 4) A plan for claiming the return of the short-swing profit
- 5) A shareholder of the Company may request that the company request the return of the short-swing profit from the person who has made such profit. In case the Company fails to claim the return within two months following the Company receiving said request to make such a claim, the shareholder may make the claim in subrogation of the company.
- 4.1.4 The disclosure period under Article 4.1.3 is to be two years from the date of notification of short-swing profit from the FSC or until the date on which short-swing profit is returned, whichever comes first.
4.2 Notification of sale of specific securities
- Executives and employees as prescribed in Article 172.1 of the act and Article 194 of the Enforcement Decree of the act are to notify the Disclosure Officer when they are involved in sales of specific securities or trading of other items.
4.3 Prohibition of the use of important information that is undisclosed
- Executives and employees are not to use, or allow others to use important information that is undisclosed (including such information of affiliates) prescribed in Article 174.1 of the act for the sale or trading of specific securities.
- 5.1 Education and training
- 5.1.1 The Disclosure Officer and the Disclosure Manager are to complete training on disclosure duties pursuant to Articles 36 and 44.5 of the Disclosure Regulation, and the Disclosure Officer is to inform the relevant executives and employees of the content of the training.
- 5.1.2 The CEO is to make sufficient efforts, such as training of executives and employees of Articles 4.1 through 4.3 and other laws, to prevent insider trading.
- 5.2 Revision and abolishment of the policy
- Revision or abolishment of this policy is to be approved by the president in accordance with Article 5 of the Corporate Management Guidelines.
- 5.3 Announcement of the policy
- This policy is to be announced on the Company webpage. The same is to be applied in the event that the policy is revised.
- This policy is effective as of June 1, 2023
- This policy is effective as of June 1, 2023