Binggrae

Configuration of the Board of Directors

The board of directors of Binggrae has 6 members, and 2 of them are non-executive directors.

A director is appointed by the resolution of shareholders at the general meeting of shareholders, and a candidate of a director is selected through a recommendation at the Board of Directors. The total number of directors is 3 or more and 8 or less, and the total number of non-executive directors should be 1/4 of the number of executive directors. If two or more directors are to be appointed, the concentrated vote system regulated under the Article 382-2 of the Commercial Act is not applied. The term of director is 3 years, and after the term ends, a director may be re-appointed through the general meeting of shareholders.

The Board of Directors determines the matters defined by the laws and regulations, the articles of association, the matters consigned from the general meeting of shareholders, and other matters regarding the basic principle of corporate management and general administration, and the Board has the authority to supervise the implementation of roles by CEO or other directors. The Board of Directors is notified to each director and audit one week prior to the date, and the matters in the Board of Directors are resolved through the attedance by majority of board members and by consent of the majority of attending directors.
A director is appointed at the general meeting of shareholders, and a candidate to be appointed at the general meeting of shareholders shall be recommended and selected at the Board of Directors to become an agenda for the general meeting of shareholders.

Administration

The regular Board of Directors is held once every month, and the temporary Board of Directors may held at any time if required.

The Board of Directors is called by a chairperson, and it shall be notified to each director and audit one week prior to the date of the Board of Directors. If concerned to be required, each director may request calling of the Board of Directors to a chairperson by clarifing a reason, and if a chairperson denies calling of the Board of Directors without any justified reason, a director who requested calling of the Board of Directors may call for the Board of Directors.

The resolution at the Board of Directors requires attendance of the majority of directors and consent by the majority of attending directors. The matters under the Article 397-2 (Prohibition of Usurpation of Corporate Opportunity) and the Article 398 (Prohibition of Transaction for Oneself) of the Commercial Act require two-thirds of the directors, and directors may join the Board of Directors by using bi-directional remote voice communication measure. A director with a special interest regarding a resolution of a certain matter at the Board of Directors may not exercise a vote, and this unavailable vote will not be counted as the number of attending directors required.

Major Matters to be Submitted

• Agenda to be submitted and to call the general meeting of shareholders
• Approval of business report
• Approval of financial statement, Relative Laws and Regulations, etc.

• New business
• Installation, relocation, or disposal of HQ, plant, or overseas office
• Simple M&A, simple-divided M&A, small-size M&A, Relative Laws and Regulations, etc.

• Issue of new shares
• Issue of bond, convertible bond, or preemptive right to new shares
• Acquisition, disposal, or retirement of own shares, Relative Laws and Regulations, etc.

• Providing stock option
• Matters under the laws and regulations or the articles of association, matters consigned from the general meeting of shareholders, or matters concerned as required one by the CEO

Duties and Responsibilities

A director shall pay attention as a good manager for a business.

Under the laws and regulations and the articles of association, a director shall fulfill a task for the company.

A board may not hold a same type of business to the company without any approval by the Board of Directors or the committee for the Board of Directors. Yet, if a director is appointed even with the fact that a director holds such business, a director may hold the same type of business.

Others

Under the corporate regulations, the company has a liability insurance for damage compensation of director after the approval by the Board of Directors or the committee.

Major Activities

Independence of Election of Audit

The company does not have a separate audit committee, and one audit elected from the resolution of the general meeting of shareholders is in charge of audit.

An audit is elected through the resolution by shareholders at the general meeting of shareholders, and a candidate of director is elected through recommendation at the Board of Directors. For election of an audit, if the sum of a shareholder for vote, his/her special parties of interest, a party possessing shares under a special party of interest, or a party consigned for vote by a special party of interest exceeds 3/100 of the issued shares for vote, a shareholder may not exercise votes for shares exceeding. The term of audit is 3 years, and an audit may be re-appointed through the general meeting of shareholders after the term ends.

If concerned as required, audit for the company is applied through appropriate audit procedures such as comparison, on-site inspection, witnessing, viewing, or others for accounting audit of the company or for reviewing of financial statement, consolidated financial statement, or other detail statements to view relative documents and books of accounting. For business audit, an audit attends the Board of Directors and other important meetings, and if required, an audit receives a business report from a director. An audit may view documents of important business and take proper measures such as review.

Major Activities