- Chapter 1. Shareholders
Kolmar Korea Holdings (hereinafter referred to as "the company") shall pursue permanent existence and progress through continuously securing stability and growth. The company shall create values beneficial to its customers, members and stockholders, perform a key role in contributing to the society and the economy, as well as the happiness of humankind.
The company shall enhance its value to ensure continued growth in shareholder value, contribution to economic growth, and creation of social values. In addition, the company shall make efforts to ensure the interests of various stakeholders are harmonized, balanced, and sustainable both in the present and the future.
The company shall fully recognize that it is important to establish a sound and transparent governance system to practice such a management philosophy. As such, the company shall work towards governance of the highest standards by establishing the 'Kolmar Korea Holdings Governance Charter' as follows.
Article 1. Rights of the shareholders
- The shareholders shall have basic rights as shareholders as defined.
- Any matter bringing significant changes to shareholders’ rights shall be determined by a resolution of the general meeting of shareholders in a way guaranteeing the shareholders’ rights to the utmost extent possible.
- The company shall provide the shareholders with the date, location and agenda-related information of the general meeting of stockholders sufficiently in advance of the actual meeting. The date and location of the general meeting of stockholders shall be determined in a way allowing as many stockholders as possible to attend the meeting.
- The stockholders shall be able to propose agenda items to the general meeting of stockholders in accordance with applicable law, and shall be able to question, and ask for the agenda items to be elaborated on at the general meeting of shareholders.
- The company shall take into consideration the convenience of the shareholders in exercising their voting rights.
Article 2. Fair treatment of shareholders
- A shareholder shall have one vote per common stock that he or she holds, and the essential rights of the shareholders shall not be infringed upon. In addition, limiting the voting rights of a specific shareholder shall be strictly exercised in accordance with the regulations and the law.
- The shareholders shall be able to timely, sufficiently and fairly provided with the required information from this company, and, even in the case where this company discloses information that this company is not obligated to publicly disclose, this company shall disclose such information fairly to all the shareholders.
- The shareholders shall be protected from unfair internal transactions and self-dealing transactions conducted by other shareholders including controlling shareholders.
Article 3. Responsibilities of the shareholders
- The shareholders shall be aware that exercising their voting rights may have an influence on company management, and make active efforts to exercise their voting rights in a way that promotes the company’s growth.
- The controlling shareholders exercising influence on the company's management shall take actions for the interest of the company and all shareholders, and shall be held liable in the case where any action taken causes damage to the company or other shareholders.
- Chapter 2. Board of Directors
Article 4. Function of the Board of Directors
- The board of directors shall make decisions regarding the management of the company and supervise the execution of such decisions made.
- The board of directors may delegate its authorities to the CEO or to an affiliated committee within the scope permitted by relevant laws and by the articles of association of the company.
Article 5. Organization of Board of Directors and Appointment of Directors
- The board of directors shall be of a size allowing effective and active discussion and decision-making processes. There shall be a sufficient number of directors to ensure effective operation of the affiliated committees.
- The board of directors shall include non-executive directors capable of functioning independently from the management and controlling stockholders. The number of non-executive directors shall meet the minimum legal requirements to guarantee the independence of the board of directors.
- The board of directors shall consist of directors with expertise capable of making contributions to the management of the company. The term of the appointed directors shall be guaranteed unless there are extenuating circumstances to do otherwise.
- This company shall ensure that shareholders are given not only sufficient information about the director candidates, but also sufficient time prior to exercising their voting rights.
Article 6. Outside directors
- The outside directors shall be free of any significant relation or affiliation with the company, including any contracts or transactions, and shall be able to make decisions independently from the management and controlling stockholders.
- Candidates for outside directors shall be selected based on a set of criteria, including the following: commitment to the company, managerial philosophies, independence, social standing, integrity, and diversity.
- If necessary, the outside directors may make a request to the company to have information required for job performance provided. The company shall provide such information to outside directors.
- If necessary, the outside directors may receive support from executives or employees of the company, or external specialists in accordance with adequate procedures. Any associated expenses may be borne by the company.
- The outside directors shall invest sufficient time in their job performance.
Article 7. Operation of the Board of Directors
- The meeting of the board of directors shall be divided into regular meetings and extraordinary meetings. The number of regular board of directors’ meetings shall be determined in accordance with the rules set by the board of directors. The timing of the regular meetings may be adjusted by the chair of the board of directors’ meeting.
- Extraordinary meetings of board of directors shall be held on an as-needed basis.
- For a smooth operation of the board of directors, the ‘rules set by the board of directors’ shall stipulate in detail the authority, responsibilities and operational procedures of the board of directors.
- The company shall create, keep and store minutes of each meeting.
- The company shall disclose the attendance of each director and their votes on agenda items.
- If necessary, directors may attend the board of directors’ meetings via a remote communication device.
Article 8. Committees
- A committee consisting of an appropriate number of members may be established and operated under the board of directors to perform particular functions and roles.
- Each committee's organization, operation and authority shall be stipulated in detail in the rules.
- Each committee shall be organized by taking into consideration each director's expertise. Each committee's areas of specialty shall be utilized to conduct review prior to a vote by the board of directors. The review results shall be reported to the board of directors.
Article 9. Obligation of directors
- Directors of the company shall perform their jobs by remaining committed to fulfilling their fiduciary duty. They shall make rational decisions by investing sufficient time and effort, and based on relevant and ample information.
- Directors shall seek to achieve results that would be of the utmost benefit to the company and its shareholders. The authority as director shall not be exercised to benefit the interests of oneself or of a third party.
- Directors shall not disclose the company's confidential information acquired in relation to conducting their role as director, nor shall they use such information in self-interest or in the interest of a third party. job performance to the outside, and shall not use such confidential information to benefit themselves or 3rd party.
Article 10. Liability of directors
- In the case where directors violate the laws or the articles of association of the company, they may be held liable to compensate for the damage and loss incurred by the company. In the case where directors are held liable for malicious intent or gross negligence, they may be held liable to pay damages to third parties.
- In the case where directors fulfilled their fiduciary duty in the process of decision-making, such decisions shall be honored.
- The company shall address the liability for damages that may occur in relation to job performance. The company shall also, at its own expense, take out a liability insurance with the directors as beneficiaries, to recruit talented individuals as directors.
Article 11. Evaluation and remuneration
- The details concerning the business management activities of the management shall be fairly evaluated. The remuneration of the management and the criteria applied to set the remuneration levels shall be publicly disclosed in accordance with applicable laws.
- The remuneration of directors shall be paid within the scope approved by a resolution of the general meeting of shareholders.
- Chapter 3. Audit organization
Article 12. Audit Committee
- The company shall establish an Audit Committee consisting of three or more directors. At least two thirds of the Audit Committee members shall be outside directors.
- At least one of the Audit Committee members shall be a specialist in accounting or finance as defined in relevant law. Audit Committee members who are not outside directors shall meet the relevant legal qualifications.
- The Audit Committee shall audit the accounting and business of the company in accordance with relevant law, articles of association and the rules of the board of directors, as well as handle items delegated to the Committee by the board of directors.
- The Audit Committee shall be held once every half-year. If necessary, a request for an extraordinary general shareholders’ meeting or a board of directors’ meeting to be held may be made by submitting to the board of directors or the individual with the authority to summon a board of directors’ meeting the agenda items and reasons for such a request.
- The Audit Committee shall have free access to the information necessary for conducting an audit. If needed, consultation with an external institution or specialist may be requested, with the associated expenses borne by the company.
Article 13. External auditors
- External auditors shall be appointed by the Appointment Committee, and be guaranteed practical independence from the company.
- The company may have external auditors attend the general shareholders’ meeting to give an explanation if there are questions raised by shareholders regarding the audit report.
- The company shall have external auditors verify whether among the information that is regularly disclosed along with the audited financial statements, there is information contradictory to the audit results.
- The company shall ensure that external auditors make efforts to verify during audits whether there were any illegal conduct or irregularities on the part of the company.
- The company shall ensure that external auditors take into account the company as a going concern as required by relevant laws.
- The company shall ensure that external auditors report to the auditor material items identified during the audit.
- Chapter 4. Stakeholders
Article 14. Protection of the rights of stakeholders
- The company shall work towards the happiness of various stakeholders, value social responsibility and make efforts to increase both economic and social value.
- The company shall work towards upholding the rights of its organizational members and increase their quality of life.
- The company shall establish a council with its organizational members in accordance with the law and work towards cooperation with such members.
- The company shall promote the establishment of fair market order and balanced development of the economy.
- The company shall abide by the procedures to protect creditors in matters that may materially affect their status, including mergers, reduction in capital or spin-offs.
- In the case that stakeholders also hold the status of shareholders, the company shall ensure that their respective rights as stakeholders and shareholders are upheld and ensured to be exercised.
Article 15. Ethical management
- The company shall establish a code of ethics and post it on the official website.
- The company shall apply the code of ethics to all decisions made and actions taken in the course of business management, to create value for various stakeholders, play a key role in social and economic development, and contribute to the happiness of mankind.
- Chapter 5. Monitoring of the company’s management by the market
Article 16. Public disclosure
- The company shall promptly disclose to the public items that are required to be disclosed under law. In addition to such legal requirements, the company shall also publicly disclose items that may have a material impact on the decision-making of shareholders and/or stakeholders.
- The company shall publicly disclose any important decisions made in an accurate and timely manner, in addition to the regular public disclosures.
- The company shall work towards ensuring that the content of the public disclosure is easy to understand and use by stakeholders.
- The company shall designate an individual in charge of public disclosures, and establish an internal information delivery system for prompt delivery of important corporate information to such an individual.
- The CEO and individual in charge of public disclosures shall certify the accuracy and completeness of financial reports.
Article 17. Market for corporate management rights
- Actions that result in the change of management rights, including acquisitions, mergers, spin-offs or transfer of important business sections, shall be taken in accordance with transparent and fair procedures.
- The company’s actions to defend its corporate management rights shall not be done in a manner that undermines the interests of the company or its shareholders.
- The company shall ensure that shareholders opposed to material changes to the corporate structure, including mergers or transfer of important business sections, can exercise their rights to a sale of equity at a fair price that reflects the actual value of the equity stake, in accordance with the law.
Establishment and revision history of the Corporate Governance Charter of HK inno.N Co. Ltd.
History of establishment and revisions - November 25, 2021. Note - Initial establishment
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