Board of Directors
Chapter 1: General Rules
Article 1: Purpose
The purpose of this Regulation is to prescribe matters concerning the organization and operation of the Chips&Media Board of Directors (hereinafter referred to as the Board).
Article 2: Scope of Application
Except as otherwise provided in statutes or Articles of Association, matters concerning the Board of Directors shall be governed by this regulation.
Article 3: Authority
① The Board of Directors shall vote on matters, prescribed by statutes or Articles of Association, matters delegated by shareholders' meetings, basic policies for the management of the company, and important matters concerning the performance of duties.
② Matters concerning the performance of duties not prescribed by the resolution of the Board of Directors in this regulation shall be left to the Chief Executive Director.
③ The Board of Directors shall supervise the performance of the duties of directors.
Chapter 2: Directors
Article 4: Composition
The Board of Directors shall be comprised of all directors and shall include independent non-executive directors and outside directors appointed under statutes or Article of Association.
Article 5: Chairman
① The Chairman of the Board of Directors shall be the Chief Executive Officer.
② If the Chief Executive Director cannot perform the duties, the Board of Directors shall act in the order prescribed.
Article 6: The Attendance of Audit Committee
① The auditor may attend the Board of Directors and present their opinions freely.
② The auditor shall report to the Board of Directors when an act or act in violation of statutes or Article of Association is committed.
Article 7: Listening Session
In deliberating the agenda, the Board of Directors may have the relevant staff or external personnel attend to hear their explanations or opinions on the agenda.
Chapter 3: Meetings
Article 8: Types of Board Meetings
① The Board of Directors shall have a regular and a temporary board meeting
② The regular board meeting shall be held once a quarter at the headquartered. However, the timing and the venue of the meeting may be changed if necessary, at reasonable notice.
③ The temporary Board of Directors shall be held whenever necessary.
Article 9: Schedule
The Board of Directors shall be convened by the Speaker. However, if the Speaker is unable to perform the duties, the Board of Directors shall act on behalf of the Speaker in the order prescribed to Article 5, section 2.
Article 10: Meeting Procedures
① The Speaker shall notify each director and auditor of the date, time, venue, agenda of the meeting one week prior to the meeting of the Board of Directors.
② In the event of the prior consent of all directors and auditors, the meeting may be held without the procedures of the preceding paragraph.
Article 11: Board Regulations
① The resolution of the Board of Directors shall be attended by a majority of current directors and a majority of attended directors.
② Directors with special interests in the resolution of the Board of Directors shall not exercise their voting rights. The number of voting rights that cannot apply under the provisions of this section shall not count toward the voting rights of the present directors.
③ The Board of Directors may allow all or part of the directors to participate in the resolution through telecommunication in which all directors send and receive voice simultaneously without attending meetings in person. In such cases, the relevant director shall be deemed to have attended the Board of Directors.
Article 12: Mission
Below are the matters to be referred to the Board of Directors:
① Resolutions under the Commercial Law and the Article of Incorporation)
Convocation of the general meeting of shareholders (commercial law, article of incorporation)
Approval of business reports and financial statement (commercial law)
Appointment of CEOs (commercial law, article of incorporation)
Determination of issuing new stock and process of forfeited shares (commercial law, article of incorporation)
Capital transfer of reserve funds (commercial law)
Issuance of convertible debts (commercial law, article of incorporation)
Issuance of new shares acquisition bonds (commercial law, article of incorporation)
Issuance of debts (commercial law, article of incorporation)
Establishment, transfer, or abolition of branches (commercial law, article of incorporation)
A decrease in the capital (commercial law)
Granting the option to purchase stocks (commercial law, article of incorporation)
Transfer of business, transfer, rental related (commercial law)
Modification of Article of Incorporation (commercial law)
Merging and splitting the company (commercial law)
Division of Shares (commercial law)
② Company Management Related
Collecting and altering management strategies
Approval of long-and short-term business plans and budgets
Long-term financing related
Short-term borrowing of over 100 million won
Signing important contracts
Acquisition or disposition of valuable property
Provision and guarantees with a total asset of 1% or more
Enactment and revision of essential regulations (ex. company regulations)
Management's appointment and allocation of remuneration; personnel management (part leaders)
Determining the total amount of performance-based pay and annual labor costs
Opening and closing the facilities
The raising and reconciliation of major lawsuits related
Sales transactions of related affiliates
Financial transactions of related affiliates
Other matters prescribed by-laws or article of incorporation and matters deemed necessary by the CEO
Article 13: Ratify Acts
As an urgent matter, the chairman of the Board of Directors cannot afford to pass the resolution of the Board of Directors, and the chairman may temporarily deal with it in consultation with the director in charge. In such cases, the Board of Directors shall convene a meeting of the Board of Directors promptly and obtain approval thereof.
Article 14: Delegation
Except as otherwise provided for in Acts and subordinate statutes or Articles of Association, matters to be passed through the resolution of the Board of Directors may be delegated to the Chief Executive Officer by resolution of the Board of Directors.
Article 15: Meeting Minutes
① The minutes shall be written about its meeting
② The minutes shall contain the procedures performed and the results, and the name and seal or signatures of the directors who have attended
③ The original minutes shall be kept in the headquartered office
Article 16: Remuneration to Non-Executive Directors
① Non-executive officers who attend the Board of Directors may be paid the expenses separately determined by the CEO, based on the company’s travel expenses regulations (including transportation, accommodation, meals, etc.)
② The provisions of the preceding paragraph shall apply to shareholders’ meetings or meetings convened by the CEO.
Article 17: Transactions with Affiliates
① In case of sales transactions with affiliates and related parties, the consent of all board members must be obtained in advance. However, the directors with a relationship cannot participate and exercise voting rights.
② The business activities shall proceed based on Article 542, Section 9 if the transactions are necessary that are not related to ordinary business activities. However, the directors with a relationship can not particulate and perform voting rights.
These regulations shall be implemented from April 16th, 2015