Preface
LOTTE Chemical Co., Ltd. (hereinafter Company) strives to contribute to the abundant lives of humanity by providing trusted and loved products and services. Company 꽁 머니 카지노 3 만 aim for continuous of corporate value as a company that is loved by citizens and fulfills its
social responsibilities.Company 꽁 머니 카지노 3 만 enact a corporate governance charter to construct a healthy governance that will serve as the platform for continuous growth, and 꽁 머니 카지노 3 만 procure fair, transparent and independent governance to operate an inter-checking and balanced
governance structure.
Chapter 1 꽁 머니 카지노 3 만
Article 1 Rights of 꽁 머니 카지노 3 만① Stockholders 꽁 머니 카지노 3 만 have basic rights prescribed by the Commercial Act and relevant laws such as rights to profit distribution participation, attending general meeting of stockholders, voting rights, etc.
② Matters that can result in major changes of the existence of Company or stockholder rights 꽁 머니 카지노 3 만 be determined in a way that will provide maximum guarantee of stockholder rights.
③ Company 꽁 머니 카지노 3 만 choose the time and place of the general meeting of stockholders so that as many stockholders as possible can attend, and provide stockholders with information such as the time, place and agenda of the general meeting of stockholders ahead of time.
④ Stockholders may propose agendas for the general meeting of stockholders according to the relevant laws such as the Commercial Act and ask questions or request explanations on the agenda of the general meeting of stockholders.Article 2 Fair Treatment of 꽁 머니 카지노 3 만① Stockholders 꽁 머니 카지노 3 만 have one voting right per common stock. However, voting rights for certain stockholders may be restricted as prescribed by law.
② Company 꽁 머니 카지노 3 만 provide fair and sufficient information necessary for stockholders in a timely fashion. Also, when disclosing information not having duty for public announcement, it must be provided fairly to all stockholders.
③ Company 꽁 머니 카지노 3 만 protect stockholders from unfair internal trading or self-trading of controlling stockholders.Article 3 Responsibility of 꽁 머니 카지노 3 만① Stockholders must recognize that exercising their voting rights can affect 꽁 머니 카지노 3 만 management and strive to assertively exercise voting rights for the development of 꽁 머니 카지노 3 만.
② Controlling stockholders exercising influence over 꽁 머니 카지노 3 만 management must act for the interests of all stockholders, and must strive not to cause damages to 꽁 머니 카지노 3 만 or other stockholders by behaving in a manner contrasting to it.Chapter 2 Board of 꽁 머니 카지노 3 만
Article 4 Functions of Board of 꽁 머니 카지노 3 만① The board of directors 꽁 머니 카지노 3 만 have comprehensive authority over the management of Company and 꽁 머니 카지노 3 만 perform management decision-making functions and management supervision functions.
② The board of directors can delegate authorities to the CEO or a committee in the board of directors. However, major issues prescribed by laws, articles of incorporation, or regulations of the board of directors 꽁 머니 카지노 3 만 be excluded.Article 5 Composition of Board of 꽁 머니 카지노 3 만 and Appointment of 꽁 머니 카지노 3 만① The board of directors 꽁 머니 카지노 3 만 be of a scale allowing effective and prudent discussions and decision-making, and it 꽁 머니 카지노 3 만 be composed of a sufficient number of persons for the committee to be activated within the board of directors.
② The board of directors 꽁 머니 카지노 3 만 have outside directors who can perform functions independently from the executives and controlling stockholders and the number of outside directors 꽁 머니 카지노 3 만 be three or more so that they may maintain practical independence from the board of
directors and more than half of all directors.
③ The board of directors 꽁 머니 카지노 3 만 be composed of competent persons having expertise that can make practical contributions to the management of Company, and the term of the appointed directors 꽁 머니 카지노 3 만 be guaranteed unless there is a reason not to.
④ Company 꽁 머니 카지노 3 만 strive to enhance diversity of the board of directors to flexibly respond to changes in the business environment based on various perspectives and experiences.
⑤ Company 꽁 머니 카지노 3 만 allow stockholders to exercise voting rights with sufficient information and time to make a decision on candidates for directors.Article 6 Operation of Board of 꽁 머니 카지노 3 만① Board of director meetings 꽁 머니 카지노 3 만, by principle, be held regularly at least once every three months, and special board of director meetings 꽁 머니 카지노 3 만 be held as necessary.
② There 꽁 머니 카지노 3 만 be board of director regulations that prescribe the authorities, responsibilities, operation procedures, etc. of the board of directors for the smooth operation of board of director meetings.
③ Company 꽁 머니 카지노 3 만 draft, maintain and store meeting records for each meeting.
④ Company 꽁 머니 카지노 3 만 disclose the attendance rate of individual directors and the activities of individual directors such as their voting history, etc. for major agendas subject to public announcement.
⑤ Directors may participate in board of director meetings by using remote communication tools.Article 7 Committee within Board of 꽁 머니 카지노 3 만① The board of directors can install a committee within the board of directors to perform certain functions and roles for prompt and efficient decision-making.
② Composition, operation and authority of all committees 꽁 머니 카지노 3 만 be in accordance to the regulations of each committee separately prescribed.
③ The committee 꽁 머니 카지노 3 만 report the resolutions to the board of directors and the board of directors can once again vote on the resolutions of the committee.Article 8 (Responsibility for Ethical Compliance)① Directors 꽁 머니 카지노 3 만 complete their duties according to the duties of care and good faith as good managers.
② Directors 꽁 머니 카지노 3 만 not exercise his or her authorities for self-interests or the interests of third persons, and must also pursue results the best interests to Company and stockholders.
③ Directors may not disclose corporate secrets that have become known while carrying out duties, and may not use it for self-interests or interests of third persons.Article 9 Responsibility of 꽁 머니 카지노 3 만① Should a director violate laws or the articles of association or negligent his/her duties causing damage to Company, that director 꽁 머니 카지노 3 만 be liable for compensation of damages to Company. Should there be malicious intent or gross negligence by a director, that
director 꽁 머니 카지노 3 만 be liable for compensation of damages to third parties as well.
② During the course of making management judgments, directors 꽁 머니 카지노 3 만 collect sufficient reliable data and information in a reasonable manner, review such data and information, and perform duties in a method deemed to be of the best interest of Company according to the
diligent and rational judgment, then such management judgment of the director must be respected.
③ Company may subscribe to liability insurance for directors at the cost of Company to procure effectiveness to call directors into account for liabilities and to recruit competent persons as directors.Article 10 Outside 꽁 머니 카지노 3 만① Outside directors 꽁 머니 카지노 3 만 independently participate in major decision-making of Company through board of director activities and make up the board of directors to supervise and support management.
② Outside directors 꽁 머니 카지노 3 만 be appointed at the general meeting of stockholders at the recommendation of the outside director candidate recommendation committee, and the committee 꽁 머니 카지노 3 만 be composed in a manner to procure fairness and independence of director candidates.
③ Outside directors may request provision of information needed for carrying out duties. Furthermore, consultation from outside experts can be received through appropriate procedures when necessary, and Company 꽁 머니 카지노 3 만 pay for such expenses.
④ Company 꽁 머니 카지노 3 만 regularly report or provide management information such as Company work situations for accurate and timely identification of management status of Company for outside directors, and 꽁 머니 카지노 3 만 establish and operate continuous education and training programs
for outside directors.Article 11 Evaluation and Compensation① Management activities of the board of directors must be evaluated fairly and the results 꽁 머니 카지노 3 만 be appropriately reflected in compensation.
② Evaluations on the board of directors and outside directors 꽁 머니 카지노 3 만 be performed regularly to enhance the efficiency of the board of directors.
③ Compensation of directors or work-related expenses 꽁 머니 카지노 3 만 be determined by the board of directors regarding payment and the amount of payment within the scope of payment determined by the resolution of the board of directors.
④ Compensation for directors 꽁 머니 카지노 3 만 maintain reasonable proportionality with his or her duties, and it 꽁 머니 카지노 3 만 be determined at an appropriate level considering the financial status of Company, and it must be in accordance with the regular profit enhancement of Company
and stockholders.
⑤ Company may delegate matters related to compensation such as wage ceilings, etc. of registered directors to the compensation committee.Chapter 3 Audit Organization
Article 12 Audit Committee① All members of the audit committee 꽁 머니 카지노 3 만 be outside directors in order to maintain independence, and at least one auditor must be an expert on accounting or finances
② The audit committee 꽁 머니 카지노 3 만 perform duties such as legality inspections on the work activities of directors and management, integrity and feasibility inspections on the financial activities of Company, review on the accuracy of financial reports, authorization of
appointment and dismissal of outside auditors, and follow-up reports, etc. at general meetings of stockholders.
③ The audit committee can read or copy ledger records and documents related to auditing at any time, and it may request reports on sales to directors or investigate the work and assets of Company.
④ When necessary, the audit committee may request consulting to outside institutes or experts at the cost of Company.Article 13 Outside Auditor① Company 꽁 머니 카지노 3 만 maintain legal and practical independence for outside auditors from Company, management, and controlling stockholders, etc.
② Outside auditors 꽁 머니 카지노 3 만 attend the general meeting of stockholders, and if there are questions from stockholders regarding audit reports, the outside auditor 꽁 머니 카지노 3 만 provide explanation.
③ Outside auditors 꽁 머니 카지노 3 만 check whether there is information that is inconsistent with audit results from the audited financial statements and regular publicly announced information.
④ Outside auditors 꽁 머니 카지노 3 만 strive to check for corrupt or illegal activities of Company during audits.
⑤ Outside auditors 꽁 머니 카지노 3 만 consider the sustainability of Company according to that prescribed by relevant laws such as the Act on External Audit of Stock Companies.
⑥ Outside auditors 꽁 머니 카지노 3 만 report important matters checked during outside audit activities to the audit committee.Chapter 4 Stakeholders
Article 14 Protection of Rights of Stakeholders① Company 꽁 머니 카지노 3 만 strive to develop while sharing greater value with various stakeholders such as customers, employees, partners, etc.
② Company 꽁 머니 카지노 3 만 respect the rights of laborers and improve the quality of life of laborers.
③ Company 꽁 머니 카지노 3 만 value cooperative relationships with partners promote the establishment of a fair market order through compliance with laws related to fair trade, and seek balanced development of the national economy.
④ Company 꽁 머니 카지노 3 만 observe protective procedures of creditors regarding mergers, capital decrease, splits, etc. that have major impact on the status of creditors.
⑤ When a stakeholder is also a stockholder, the rights of both stakeholder and stockholder 꽁 머니 카지노 3 만 be protected.
⑥ Company 꽁 머니 카지노 3 만 provide information necessary for protecting the rights of stakeholders within the scope permitted by law and contracts with third parties, and it 꽁 머니 카지노 3 만 support access to the relevant information of stakeholders.Chapter 5 꽁 머니 카지노 3 만 Monitoring by Market
Article 15 Public Announcement① Company 꽁 머니 카지노 3 만 draft and make public regular business reports, quarterly reports, and half-year reports, and 꽁 머니 카지노 3 만 diligently, promptly, and honestly make public information related to Company to stockholders and stakeholders.
② In addition to public announcements required by law, Company 꽁 머니 카지노 3 만 announce matters that may have a major impact on the decision-making of stockholders and stakeholders in detail and accurately.
③ Company 꽁 머니 카지노 3 만 draft public announcements in an easy-to-understand manner, and 꽁 머니 카지노 3 만 strive to make it easily usable by stakeholders.
④ Company 꽁 머니 카지노 3 만 designate a supervisor of public announcements, and 꽁 머니 카지노 3 만 establish an internal information delivery system so that important information of Company can be delivered to the public announcement supervisor promptly.
⑤ Company 꽁 머니 카지노 3 만 not provide preferential or discriminatory treatment to specific persons in terms of the scope or time of disclosing important corporate information, and it 꽁 머니 카지노 3 만 be publicly announced so that all stakeholders can access the information simultaneously.Article 16 Corporate 꽁 머니 카지노 3 만 Rights Market① All actions that can result in change in Company management rights such as acquisition, merger and splitting of Company or transfer of major businesses must be performed according to a transparent and fair process.
② Defending Company management rights should not be performed in a manner that sacrifices the interests of Company and stockholders to maintain the management rights of partial stockholders or management.
③ Company 꽁 머니 카지노 3 만 allow a stockholder who opposes major structural changes such as mergers, transfer of major operations, etc. to exercise stock purchase rights according to a fair value reflecting the actual value of his/her share as prescribed by law.