Article 1 (Purpose) The purpose of these Regulations is to set forth the necessary matters to manage the public notice information and matters on public notice related works and procedure in a way to make accurate, fair and timely public notice in accordance with the pertinent laws and regulations for all public notice information as well as prevent unfair trade of officers and employees.
Article 2 (Scope of Application) Matters on performance of the public notice works and management of public notice information shall follow these Regulations with the exception of matters set forth under pertinent laws and regulations and Articles of Incorporation.
Article 3 (Definitions of Terminologies)
¨ç ¡°public notice information¡± means the matters that may influence on the investment decision of investors with respect to the management, asset and others of this company that it means public notice matters and related information set forth under the Act on Capital Market and Financial Investment Business and its Enforcement Decree, the Regulations on Issuance, Public Notice and Others of Securities by the Financial Supervisory Commission, the Regulations on Public Notice and Others of Marketable Securities Market of Korea Exchange and other public notice matters and related information set forth under the pertinent laws and regulations.
¨è ¡°Public notice document¡± means the documents for record and report (including e-document) for public notice of public notice information and other documents attached thereto.
¨é ¡°Control system for public notice¡± means the pertinent work activities to manage in accordance with certain control procedure by the relevant internal organization of the company for the public notice information.
¨ê ¡°public notice control organization¡± means representative director, responsible person of public notice, department in charge of public notice, and business department related to the generation of the public notice information that undertake public notice related works, such as, generation of public notice
information, collection and review thereto, preparation and approval of public notice document and others in accordance with these Regulations.
¨ë ¡°responsible person of public notice¡± means the person registered to Korea Exchange as the responsible person of public notice in accordance with Article 88 (1) of the Public Notice Regulations in the marketable securities market (hereinafter referred to as the ¡°Regulations of Public Notice¡±) as the practical managing person for the public notice works of this company with the nomination of the representative director.
¨ì ¡°Department in charge of public notice¡± means the department in charge of the public notice works of this company pursuant to the Work and Office Organization Regulations of this company. In this case, the department in charge of public notice shall have two or more of person in charge of public notice s registered at Korea Exchange in accordance with Article 88 (2) of the Regulations of Public Notice.
¨í ¡°Certification¡± means the organization unit as the department that undertakes the generation of the public notice information of organization and related works thereto.
¨î ¡°Regular Public Notice¡± means the submittal of business report, semi-annual report, and quarterly report to FSC or Korea Exchange for the matters on overall corporate management, such as, business of this company, financial situation, management record and others in accordance with Article 159, Article 160, and Article 165 of the Act, Article 168 and Article 170 of the Decree, Article 4-3 of the Publication Regulations of Public Notice, and Article 21 of the Regulations of Public Notice.
¨ï ¡°Public Notice on Demand¡± means reporting or public notice of material facts, contents of decision and others that may influence on the investment decision related to the management activities of this company as the public notice of material management matters to Korea Exchange in accordance with Article 7 of the Regulations of Public Notice.
¨ð ¡°Fair Public Notice¡± means the public notice to Korea Exchange for the general investors to be informed of the applicable information simultaneously (or up to the time of selective provision to specific person) in accordance with Article 15 and Article 16 and the operation standard of the Fair Public Notice of Korea Exchange in the event that this company selectively provides any information yet to be the subject of obligation of public notice under the pertinent laws and regulations or the information yet to be within the term of the public notice.
¨ñ ¡°Inquiry Public Notice¡± means the public notice with the request of Korea Exchange for the confirmation of fact on any rumor and press report related to
this company or presence of important information in accordance with Article 12 of the Regulations of Public Notice.
¨ò ¡°Self-regulated Public Notice¡± means the public notice on Korea Exchange in accordance with Article 28 of the Regulations of Public Notice and Article 8 of the Detailed Rules of Implementation for said Regulations in the event that this company determines as materially influence on the corporate management, assets and investment decision of investor other than matters of the Public Notice on Demand under Paragraph 9 or in the event that the public notice on information yet to be the subject of obligation of public notice and others are determined as needed.
¨ó ¡°Issued Public Notice and Major Reports¡± means to submit the relevant report to the FSC with respect to the matters on organizational change of this company or matters on acquisition, disposition and others of equity stocks, such as, subscription and sales of securities or merger, spin off, business transfer and others under the pertinent laws and regulations in accordance with Article 119, Article 121 through Article 123, Article 130, and Article 161 of the Act, Article 120 through Article 122, Article 137, and Article 171 of the Decree, Article 2-4, Article 2-6, Article 2-14, Article 2-17, Article 4-5, Article 5-8 through Article 5-10, and Article 5-15 of the Publication Regulations of Public Notice.
¨ô With respect to the terminologies used under these Regulations shall follow the case of terminologies used under the pertinent laws and regulations and the Regulations with the exception to the cases of specially set forth under the Regulations.
Article 4 (Representative Director)
¨ç The representative director shall oversee the pertinent works with respect to the control system for public notice.
¨è The representative director shall undertake the required affairs in establishing the policies on the control system for public notice, approval of pertinent Regulations and others for the control system for public notice to be effectively operated.
Article 5 (Responsible Person of Public Notice)
¨ç The responsible person of public notice is designated by the representative director.
¨è The responsible person of public notice shall overseas the affairs related to design and operation of the control system for public notice and undertakes the following affairs.
1. Affairs on review, approval and implementation on public notice information and public notice document (it includes the pertinent document, hereinafter the same)
2. Actions required to comply with the pertinent laws and regulations related to public notice by officers and employees (implementation of relevant training, preparation of instruction and others)
3. Identification on the facts of risk from public notice and establishment and implementation of response plan 4. Monitoring on demand for the control system for public notice, inspection of regular operation status and evaluation of operation outcome 5. Determination of public notice and its scope on matters not specifically defined for public notice on pertinent laws and regulations 6. Command and supervision of department in charge of public notice 7. Establishment and implementation of training plan on officers and employees with respect to the public notice works 8. Approval of detailed instruction and others for the implementation of pertinent Regulations related to the design and operation of the control system for public notice 9. Other matters as recognized by the representative director for required in relation to the control system for public notice
¨é The public notice control organization shall have the following authorities in the event that there is a need to undertake the duties.
1. Right to require the submittal of various books and records with respect to the public notice matters and right to open thereof
2. Right to listen to the opinion on officers and employees in the department in charge of accounting or audit, and other departments related to generation of public notice information and preparation of the public notice document
¨ê In the event that it is required to carry out the duties, the responsible person of public notice may consult with the officer in charge or auditor (audit member), and it may hear the opinion of external professional.
Article 6 (Division in Charge of Public Notice)
¨ç The representative director shall organize a department in charge of the public notice works including a person having the professional knowledge on the public notice works. Two persons shall be designated as the persons in charge of public notice in accordance with Article 88 (2) of the Regulations of Public Notice.
¨è The department in charge of public notice shall be under the command of the responsible person of public notice with respect to the department in charge of public notice and undertake the following affairs.
1. Collection and review of various public notice information
2. Preparation of public notice document and implementation of public notice
3. Establishment of annual public notice works plan and inspection of status
4. Review of necessary action and report on the responsible person of public notice for compliance of pertinent laws and regulations, such as, inspection on demand for enactment and revision of pertinent laws and regulations on public notice
5. Inspection, evaluation, and management of risk from public notice for entire corporate level
6. Other matters that the e2 or responsible person of public notice recognized as needed
Article 7 (Business Division)
¨ç Head of each business department shall convey the information in due time to the department in charge of public notice in the event that it is applicable to the followings.
1. In the event that any public notice matters set forth under the pertinent laws and regulations on public notice have occurred or expect to occur;
2. In the event that the decision on any public notice matter is unclear as the matter of material impact to the corporate management;
3. In the event that there is any cause of cancellation or modification of matter already notified occurred or expect to occur; or
4. In the event that there is a demand of the responsible person of public notice or head of the department in charge of public notice.
¨è In the event that the public notice information of the previous Clause is delivered, the copies on the relevant contents, required proof, reference data and others are conveyed to the department in charge of public notice in writing and the original copy thereof has to be kept. However, in the event that there is a cause requiring urgency or inevitable cause, it shall be delivered in appropriate method other than in writing, but the copy with the related contents may be conveyed in writing later.
Paragraph 1 Regular Public Notice
Article 8 (Regular Public Notice) The company shall prepare the Regular Public Notice document and submit it to the FSC and Korea Exchange within the public notice period.
Article 9 (Business Division)
¨ç Pursuant to the annual public notice plan, head of business department shall establish and implement the detailed plan by confirming the work divided to the applicable department, public notice schedule and others for implementing the Regular Public Notice matters, and it shall inspect the progress each month and deliver the contents of inspection to the department in charge of public notice.
¨è Head of each business department shall undertake the divided work at the applicable business department of the Regular Public Notice matter, and it has to be submitted to the department in charge of public notice by the due time set forth by the annual public notice plan.
¨é Head of each business department shall notify the department in charge of public notice immediately after expecting unable to comply with the period of submit under the previous Clause due to the delay of work affairs, and take necessary action in accordance with the request of the head of department in charge of public notice.
Article 10 (Division in Charge of Public Notice)
¨ç The head of the department in charge of public notice shall confirm the public notice matters, public notice schedule and others for the implementation of the public notice as the Regular Public Notice matter and establish the annual public notice works plan, including the work division for each business department, and obtain the approval of the responsible person of public notice to convey it to each business department in writing.
¨è The head of the department in charge of public notice shall make the report for the case of having the concern not to comply with the time to submit to a court pursuant to the contents of inspection and contents of notice of the business department and implement with the instruction of required action, and the required matters to the business department may be requested for this purpose.
¨é The head of the department in charge of public notice shall prepare the Regular Public Notice document in accordance with the form and listing method set
forth under the pertinent laws and regulations by comprehensively document the contents delivered from each business department and others and submit the same to the responsible person of public notice by the time of submittal set forth under the annual public notice works plan.
¨ê The head of the department in charge of public notice shall implement the Regular Public Notice within the legally required period for submittal with the approval of the responsible person of public notice and the representative director. In this case, in the event that there is a need of certification of the representative director and others in accordance with the pertinent laws and regulations, applicable certification has to be attached.
Article 11 (Responsible Person of Public Notice)
¨ç The responsible person of public notice shall check the work status required for the public notice implementation of the Regular Public Notice, and in the event that there is a concern of unable to comply with the required submittal period, necessary action shall be undertaken.
¨è The responsible person of public notice shall review that the Regular Public Notice document submitted from the head of department in charge of public notice is appropriately prepared in accordance with the pertinent laws and regulations and the accuracy of information notified through the applicable Regular Public Notice document, and it shall be reported to the representative director, and the public notice shall be implemented to the head of department in charge of public notice with the approval of the representative director.
Article 12 (Representative Director) The representative director shall check and Regulations the appropriateness of the Regular Public Notice document reported from the responsible person of public notice and then approve thereof, and it shall make the certification required under the pertinent laws and regulations.
Article 13 (Post Inspection of the Contents of Public Notice)
¨ç Head of business department related to the preparation of the Regular Public Notice document and the head of department in charge of public notice shall inspect the appropriateness of contents of applicable public notice immediately after the public notice.
¨è Head of department in charge of public notice shall take necessary action when undertaking the corrective public notice for remedial action in the event that there is any omission or error in information for inspection.
Paragraph 2 Public Notice on Demand
Article 14 (Public Notice on Demand) The Company shall prepare the Public Notice on Demand document and submit the same to Korea Exchange within the period of public notice.
Article 15 (Business Division)
¨ç In the event that there is any Public Notice on Demand matter has occurred or expected to occur, and in the event that the cause for cancellation or modification has occurred or expected to occur for the contents of Public Notice on Demand matter, each business department shall deliver the information thereto immediately to the department in charge of public notice.
¨è The business department shall immediately respond in the event that the head of department in charge of public notice requested for submittal of supplementary or additional data on information of Clause 1. However, in the event that it is determined as a matter to require important security or maintain the security for the applicable matter, the head of business department shall report the information to the responsible person of public notice and follow its instruction.
Article 16 (Division in Charge of Public Notice)
¨ç The department in charge of public notice shall review for accuracy, completeness and others of information and the review on whether the applicable information is applicable to the public notice matters immediately in the event that the department in charge of public notice is received of information with respect to matters of the Public Notice on Demand from the business department. In the event that it is needed, the head of department in charge of public notice may request to supplement or submit the additional data for information to the applicable business department.
¨è In the event that the result of review for the previous Clause is applicable to the Public Notice on Demand, the head of department in charge of public notice shall prepare the documents on review contents on the applicable information and the Public Notice on Demand to report to the responsible person of public notice, and implement the public notice in accordance with the public notice method set forth under the pertinent laws and regulations with the approval of the responsible person of public notice. However, in the event that it is difficult to obtain the approval of the responsible person of public notice due to the absence of responsible person of public notice and others, the head of department in charge of public notice may implement the public notice, and in
this case, it shall be reported to the responsible person of public notice later.
¨é In the event that the result of review under Clause 1 is not applicable to the public notice matters, the head of department in charge of public notice shall prepare the review contents on the a3 information in writing and report the same to the responsible person of public notice.
¨ê Head of the department in charge of public notice shall review whether it is applicable to the public notice on the large internal transaction under Article 11-2 of the Act on Monopoly Regulation and Fair Transaction of the Public Notice on Demand matter to implement the public notice.
Article 17 (Responsible Person of Public Notice)
¨ç The responsible person of public notice has to review whether the review contents and public notice document under Article 16 (2) and (3) are prepared appropriately in accordance with the pertinent laws and regulations and make the approval on the matter of public notice.
¨è The responsible person of public notice shall report the important matters with respect to the Public Notice on Demand to the representative director.
Article 18 (Post Inspection of the Contents of Public Notice) Provision of Article 13 shall be applied with respect to the Public Notice on Demand. In this case, the ¡°Regular Public Notice document¡± shall be considered as the ¡°Public Notice on Demand document.¡±
Paragraph 3 Fair Public Notice
Article 19 (Fair Public Notice) The company shall prepare the Fair Public Notice document to submit to Korea Exchange within the time of public notice.
Article 20 (Notice of Roundabout Provision of Subject Information of Fair Public Notice) Person furnishing the Fair Public Notice information (it means the person set forth under Article 15 (2) of the Regulations of Public Notice) shall not provide the Fair Public Notice matters to the subject person providing the Fair Public Notice information to the roundabout prior to the public notice through the various ratio, size of fluctuation and others.
Article 21 (Matters of Notice)
¨ç In the event that the Fair Public Notice is implemented, it has to specify the responsible person of public notice, person in charge of public notice, applicable
subject information for Fair Public Notice and pertinent business department, contact and others to make easy inquiry of the investor to know more detailed information.
¨è In the event that there is a request from Korea Exchange, the summarized contents of the Fair Public Notice and homepage address are recorded to implement the public notice on Korea Exchange and the applicable summary contents and original context shall be listed on the homepage of this company.
Article 22 (Application) Provisions of Article 13 and Article 15 through Article 17 shall be applied on the Fair Public Notice. In this case, the ¡°Regular Public Notice document¡± under Article 13 shall be considered as the ¡°Fair Public Notice document¡±, and the ¡°Public Notice on Demand¡± under Article 15 through Article 17 shall be considered as the ¡°Fair Public Notice.¡±
Paragraph 4 Inquiry Public Notice
Article 23 (Inquiry Public Notice) The Company shall prepare the Inquiry Public Notice document to submit the same to Korea Exchange within the time for public notice.
Article 24 (Division in Charge of Public Notice)
¨ç In the event of receiving the demand for the Inquiry Public Notice from Korea Exchange, the head of the department in charge of public notice shall confirm the facts and presence of important information and others to prepare the public notice document, and respond to the Inquiry Public Notice with the approval of the responsible person of public notice.
¨é Head of department in charge of public notice may request the submittal of data or statement of opinion to each business department for confirming the presence of important information or fact of the previous Clause, and in this case, the applicable business department shall respond it. In the event that it is determined as requiring important security or maintaining the confidentiality for the applicable matter, the head of business department shall report to the responsible person of public notice and follow the instruction thereof.
¨ê In the event that that the public notice is made (hereinafter referred to as the ¡°unconfirmed public notice¡±) with the contents that the decision is pending when requested for the Inquiry Public Notice, the head of the department in charge of public notice shall find out the contents of the confirmation or progress status on the applicable public notice contents to obtain the approval of the responsible person of public notice and implement the public notice again
within one month from the date of unconfirmed public notice. In this case, in the event that it is determined as impossible in fact for the implementation of re-public notice within one month, the re-public notice period shall be notified and implement the public notice.
Article 25 (Application) Provisions of Article 13, proviso of Article 16 (2) and Article 17 shall be applied on the Inquiry Public Notice. In this case, from Article 13, the ¡°Regular Public Notice¡± shall be considered as the ¡°Inquiry Public Notice¡±, from Article 17, the ¡°Public Notice on Demand¡± shall be considered as the ¡°Inquiry Public Notice¡±, and from Article 17 (1), the ¡°contents of review and public notice document under Clause 2 and Clause 3¡± shall be considered as ¡°the contents of confirmation and public notice document of Clause 1.¡±
Paragraph 5 Self-regulated Public Notice
Article 26 (Self-regulated Public Notice) The company may prepare the Self-regulated Public Notice document and submit to Korea Exchange within the time of public notice. Self-regulated Public Notice matter and time of public notice shall follow the pertinent laws and regulations.
Article 27 (Discretion of Self-regulated Public Notice and Collection of Information)
¨ç In the event that it is the matter to determine as needed for the Self-regulated Public Notice or having the cause of cancellation or modification occurred or expect to occur for the contents of Self-regulated Public Notice, the responsible person of public notice may instruct the preparation of the public notice document and collection of required information to the head of department in charge of public notice.
¨è In the event that it is the matter to determine as needed for the Self-regulated Public Notice or having the cause of cancellation or modification occurred or expect to occur for the contents of Self-regulated Public Notice or if there is an instruction of the responsible person of public notice following the previous Clause, the head of responsible person of public notice may require the submittal of data or provision of required information to the head of each business department.
¨é In the event that it is the matter to determine as needed for the Self-regulated Public Notice or having the cause of cancellation or modification occurred or expect to occur for the contents of Self-regulated Public Notice or in the event that it is requested for submittal of data or provision of required information
from the head of department in charge of public notice in accordance with the provision of the previous Clause, the head of business department shall deliver the information or data thereto immediately to the department in charge of public notice in writing in accordance with the method set forth under Article 7 (2).
¨ê In the event that it is requested for supplementing the contents of notice or submittal of additional data under the previous Clause from the head of department in charge of public notice, the head of business department shall respond to it immediately. However, in the event that it is considered as to maintain the confidentiality or require the important security for the applicable matters, it shall report it to the responsible person of public notice and follow the instruction thereto.
Article 28 (Application) Provisions of Article 13, Article 16 and Article 17 are applied on the Self-regulated Public Notice. In this case, the ¡°Regular Public Notice¡± of Article 13 shall be considered as the ¡°Self-regulated Public Notice¡±, the ¡°review on whether to applicable to the public notice matters ¡°of Article 16 (1) shall be considered as the ¡°review on needs of public notice¡±, the ¡°case applicable to public notice matters¡± of Clause 2 of the same Article shall be considered as the ¡°case determined as needed for public notice¡±, and the ¡°case not applicable to the public notice matters¡± of Clause 3 of the same Act shall be considered as the ¡°case determined as not needed of public notice¡±, and the ¡°Public Notice on Demand¡± of Article 16 and Article 17 shall be considered as the ¡°Self-regulated Public Notice.¡±
Paragraph 6 Issued Public Notice and Major Reports
Article 29 (Issued Public Notice and Major Reports) The company shall prepare the documents of Issued Public Notice and Major Reports and submit the documents to FSC within the time of public notice. The Issued Public Notice and Major Reports matters and the time of public notice shall follow the pertinent laws and regulations.
Article 30 (Establishment of Business Plan) In the event that there is matter of publication public notice and important report under Article 161 (1)(vi) through (viii) already occurred or expected to occur, the head of department in charge of public notice shall confirm the required public notice matters, public notice schedule and others, and establish the work undertaking plan for Issued Public Notice and Major Reports including the work division for each document to obtain the approval of the responsible person of public notice and deliver the same to each business department in writing.
Article 31 (Application)
¨ç Provisions of Article 9 (3), Article 10 (2) and (3), and Article 11 through Article 13 shall be applied with respect to the major matters of report for the publication public notice and previous articles. In this case, the ¡°annual public notice work plan¡± of Article 10 (3) shall be considered as the ¡°Issued Public Notice and Major Reports work plan¡± and the ¡°Regular Public Notice document¡± of Article 10 (3), and Article 11 through Article 13 shall be considered as the ¡°Issued Public Notice and Major Reports document¡±.
¨è Article 15 through Article 18 shall be applied with respect to the major matters of report of Article 161 (1) (i) through (v) and (ix) of the Act. In this case, the ¡°Public Notice on Demand¡± and the ¡°Public Notice on Demand document¡± shall be considered as the ¡°major matter to report¡± and ¡°document for major matter to report¡±, respectively.
Article 32 (Collection, Maintenance and Management of Information)
¨ç Each of the public notice control organization collects, maintains and manages the information and base data required for inside and outside of this company related to the work in charge to secure accuracy, completeness, fairness and timeliness of the public notice information.
¨è The representative director may prepare the information management system or make necessary work instruction to enable officers and employees to collect, maintain and manage the information on previous Clause and facilitate in the pertinent works.
Article 33 (Communication) The representative director shall make efforts to have the required communication system, such as, establishing the report system for flawless information exchange and communication between each control system for public notice and officers and employees during the performance process of the public notice.
Article 34 (Management of Risk in Public Notice) The representative director and the responsible person of public notice shall make the following risk from public notice that may make adverse impact to the accuracy, completeness, fairness and timeliness to
be inspected in due time and continuously managed.
1. Error in financial information: Any risk from public notice from the actual financial condition caused from errors on accounting or inconsistency of communication between the persons in charge and others
2. Insufficiency and error in recording of forms: Any risk from public notice from omission or error on the matters required on the form related to public notice with the lack of understanding on instruction method, error in typing and others
3. Unclear, insufficient, and inaccurate contents of public notice: Any risk from public notice caused from specialized terminologies that ordinary persons have hard time understanding, use of abbreviation, lack of sufficient explanation on pertinent contents, inconsistency with the actual fact and the contents of public notice and others
4. Failure of obligation to comply with the term of public notice under the pertinent laws and regulations: Any risk from public notice for case of unable to comply with the public notice period due to the delay in information delivery, error on public notice period and others
5. Omission, concealment and curtailment of public notice matters: Any risk from public notice from the omission of pertinent laws and regulations for lack of understanding for obligation of public notice, concealing and reduction on adverse information to the company and others
6. Risk following the public notice of forecasted information: Any risk from public notice caused by not basing the forecasted information on reasonable basis or assumption, intentional false information, omission of important matters and others
7. Release of undisclosed information: Any risk from public notice for cases of disclosure in non-official route by providing the information not disclosed to the general public is provided selectively to specific person by officers and employees
8. Risk following the modification of public notice system: Any risk from public notice that may arise from modification of pertinent laws and regulations with respect to public notice, modification of government policy, modification of exchange market where the company belongs, modification of person in charge or practical affairs in pertinent supervisory institution and market operation institution and others
9. Modification of the person in charge of public notice: Any risk from public notice that may occur from the disconnection of information succession following the modification of the person in charge of public notice, loss of continuity of undertaking the obligation of public notice and others
10. Any risk from public notice that may influence adversely to the public notice information
Article 35 (Business Division)
¨ç In the event that there is risk from public notice occurred or has the possible
occurrence during the performance process of public notice related works, each business department shall deliver the fact to the department in charge of public notice immediately, and take appropriate management not to have the risk from public notice to occur in accordance with the instruction of the responsible person of public notice.
¨è Head of each business department shall have appropriate inspection and management by listing the risk from public notice with respect to the applicable business department and implement the monthly inspection.
Article 36 (Division in Charge of Public Notice)
¨ç The department in charge of public notice shall oversee the affairs of inspection and management on risk from public notice for entire company.
¨è Head of the department in charge of public notice shall establish the annual work plan to list the factors of risk from public notice and make continuous inspection and management and implement with the approval of the responsible person of public notice.
¨é Head of department in charge of public notice shall separately classify the risk from public notice with substantial influence to the company with the result of the risk from public notice to make the appropriate inspection and management.
Article 37 (Ordinary Monitoring)
¨ç Head of each business department, head of department in charge of public notice and responsible person of public notice shall inspect through the ordinary monitoring for the process of public notice related works in accordance with the control system for public notice, and in the event that vulnerable point is discovered, take required action to remedy and improve in due time, and confirm the performance of action thereafter. ¨è For ordinary monitoring, the opinion of the approval of document, request to submit reference data, interview with the employee with respect to the public notice information, accounting or audit department and others may be heard.
Paragraph 2 Inspection of Operation Status and Evaluation of Operation Performance
Article 38 (Subject and Term)
¨ç The representative director and the responsible person of public notice shall inspect the status of operation for control system for public notice and evaluate the operation result.
¨è Inspection of Operation Status and Evaluation of Operation Performance shall be implemented before submitting the business report after the expiration of each fiscal year. However, in the event that the representative director recognizes as needed, it may be implemented during the fiscal year.
Article 39 (Procedure)
¨ç Head of each business department and head of department in charge of public notice shall submit the report on the status of operation for each department, including the independent evaluation contents, to the responsible person of public notice by the date set forth by the responsible person of public notice within the period of Clause 2 of the previous Article. ¨è On the basis of the report submitted by each business department and head of department in charge of public notice, the responsible person of public notice shall implement the Inspection of Operation Status and the Evaluation of Operation Performance for the control system for public notice and report the result to the representative director. In this case, the responsible person of public notice may obtain the advice of auditor (audit committee), internal audit team, external expert and others. ¨é On the basis of the result reported by the responsible person of public notice, the representative director shall implement the Inspection of Operation Status and the Evaluation of Operation Performance on the control system for public notice.
Article 40 (Method and Considerations)
¨ç The representative director and the responsible person of public notice may use a variety of methods, such as, the interview with person involving in information generation, delivery and other public notice procedure, review of relevant document, listening to the opinion of external expert for the evaluation on the operation result and inspection of operation status on the control system for public notice at the same time. ¨è For the Inspection of Operation Status and the Evaluation of Operation Performance with respect to the control system for public notice, following
matters have to be considered. 1. Whether there is any change to influence to the functions of the control system for public notice after the inspection and evaluation undertaken previously; 2. Whether the control system for public notice designed operated by this company has contributed to production of continuous and accurate information and reduction of z5; 3. Whether it has any part inappropriate or defective to the control system for public notice of this company; 4. Whether the procedure for inspecting the accuracy of the financial and non-financial information is sufficient; 5. Whether there is sufficient review and post inspection done on the public notice matters of this company; 6. Whether all participants understand their responsibility during the process of the public notice control of this company; 7. Whether the evaluation and management on risk from public notice occurred previously and major risk from public notice s are appropriately undertaken; or 8. Whether the risk occurred previously is possible to avoid through the existing control system for public notice. ¨é The responsible person of public notice may prepare and facilitate separate inspection table through the stipulation on matters recognized as needed in addition to the matters of previous Clause.
Article 41 (Utilization of Evaluation Result)
¨ç The representative director and the responsible person of public notice shall take required action to improve the vulnerable points of controls shown through the Inspection of Operation Status and the Evaluation of Operation Performance for the control system for public notice.
¨è The responsible person of public notice shall inspect whether the actions of the previous Clause is properly undertaken.
Article 42 (General Principle) The officers and employees shall not use the undisclosed material information with respect to works defined under Article 174 (1) of the Act (hereinafter referred to as the¡¯ undisclosed important information¡¯) to use in
sales of specific securities and others defined under Article 172 (1) of the Act (hereinafter referred to as the¡¯ specific securities and others¡¯) and other transactions, or allow someone else to use.
Article 43 (Transaction of Specific Securities and Others by Officers and Employees)
¨ç In the event that it is intended to trade or otherwise transact the specific securities and others regardless of using the undisclosed important information, officers and employees shall notify the applicable situation to the officer in charge of internal audit or officer in charge of legal affairs in advance. ¨è The officer in charge of internal audit or officer in charge of legal affairs who received the notice of the previous Clause may prohibit the applicable trade or other transaction in the event that it is deemed as having to be used for the undisclosed important information. In this case, the applicable this company shall comply with it. ¨é In the event that specific securities and others are traded or otherwise transacted, the applicable officer or employee shall report it to the officer in charge of internal audit or officer in charge of legal affairs with the applicable trade contents (kind of specific securities and others, volume of trade, and date of trade) within 10 days from the expiration date of the quarter of the trade date.
Article 44 (Management of Undisclosed Important Information)
¨ç The representative director or the responsible person of public notice shall take necessary action to manage undisclosed important information in accordance with the followings. 1. Any document that contains the undisclosed important information shall be kept in safe place where the authorized officers and employees may have the access. 2. The officers and employees shall not discuss the undisclosed important information in a place where a third party may hear the contents of conversation in elevator, corridor and other areas. 3. Any document that contains the undisclosed important information shall not be displaced in open place and, when disposing the document, it shall be disposed not to have the document contents to be reused in appropriate method of shredding, crushing and others to dispose. 4. Any officer or employee shall maintain the security in outside of company as well as the inside for the undisclosed important information it held. 5. Electronic transmission of document by fax, PC communication and others with respect to the undisclosed important information shall be undertaken under the condition guaranteed of security. 6. Try to avoid copying of document that included the undisclosed important
information as much as possible, and document shall be clearly promptly in the conference room or work related area. 7. Spares of document copy including the undisclosed important information shall be completely disposed in a method of crushing or others. ¨è officers and employees shall not disclose the undisclosed important information of the company. However, in the event that the undisclosed important information is shared inevitable to the job with the other party to the trade, legal representative, external auditor and others, it shall be shared only within the limit necessary by inquiring it to the responsible person of public notice or head of the department in charge of public notice in advance. ¨é In the event that an officer or employee disclosed the undisclosed important information while not intended, it shall be notified to the head of department in charge of public notice without delay. ¨ê The head of department in charge of public notice received with the notice of the previous Clause shall report the applicable fact to the responsible person of public notice and receive the instruction to take necessary action for Fair Public Notice and others.
Article 45 (Undisclosed Important Information of Affiliated Companies) Article 42 through Article 44 shall be applied with respect to the prohibition of service action of the undisclosed important information of affiliated companies of this company for officers and employees.
Article 46 (Return of Trading Gain and Others)
¨ç Officers and employees of the followings shall return the gain made in the event of purchasing the pertinent laws and regulations and sell within 6 months or buy within 6 months after selling for a gain to the company under the provision of Article 172 of the Act. 1. Any employee who is engaged in works of establishment, modification, promotion, public notice, and other related works for matters subject for major report under Article 3 (13); and 2. Any employee who is engaged in finance, accounting, planning, R&D related works ¨è Head of department in charge of public notice shall make the report to the responsible person of public notice in the event that a request is received for request of return of gain for the officers and employees who made the trade gain by this company from any shareholder of this company (it includes any person who owns the equity securities or securities deposit certificate other than stock certificate, hereinafter the same).
¨é The responsible person of public notice shall undertake the procedure required to receive the return of the applicable gain including the claim on lawsuit against the applicable officers and employees within two months from the date of receiving the notice under the previous Clause. ¨ê The responsible person of public notice shall notify the following matters on the homepage of this company without delay for two years from the date of receiving the notice of having the securities trade from the Securities and Futures Commission (hereinafter referred to as the ¡°SFC¡±). However, it shall not be the case of having the return of securities gain. 1. Position of person who is to return the gain on trading of securities 2. Amount of gain on trading of securities (it means the amount combined for each officer, employee or major shareholders.) 3. Date of receiving the notice of fact for securities trading from the SFC 4. Plan to request for return of securities trading by the applicable corporation 5. Shareholders of the applicable corporation (it includes the person who owns the equity securities or securities deposit certificate other than the stock certificate, hereinafter the same) may request the corporation to request for return of securities trade from the person gaining the securities trade, and in the event that the claim is not made within two months from the date of requested by the corporation, the shareholder may make the claim on behalf of the corporation.
Paragraph 1 Contact with the Press, Including Distribution of Press Release and Others
Article 47 (Distribution of Press Release)
¨ç In the event that the press release is to be distributed to the public media, such as, media press and others, the head of each business department shall deliver it to the department in charge of public notice in advance and obtain the approval of the responsible person of public notice to distribute it. In this case, in the event that there is a need of the responsible person of public notice, it shall be reported to the representative director and follow the instruction thereof. ¨è Head of the department in charge of public notice shall prepare the Fair Public Notice document when the information delivered through the applicable press release is applicable to the Fair Public Notice matter of Article 19, obtain the approval of the
responsible person of public notice to make the Fair Public Notice in accordance with Article 21 and Article 22 with the approval of the responsible person of public notice.
Article 48 (Listening of Public Opinions) If needed, the responsible person of public notice may hear the opinion of professional insight from any officers and employees or external expert for the information provided through the press release.
Article 49 (Post-Inspection of Contents of the Press Coverage) Head of business department and head of department in charge of public notice that generated the press release shall implement the post inspection on the contents reported after the distribution of the press release, and in the event that it has contents different from the fact, it shall be reported to the responsible person of public notice and take necessary action in accordance with the instruction of the responsible person of public notice.
Article 50 (Coverage of Press Media and Others)
¨ç In the event that it is requested for the coverage to this company by press media and other public media, following persons may respond to the interviews. However, in the event of inevitable case, the responsible person of public notice may designate the person to respond to the press interview and others. 1. Representative director 2. Responsible person of public notice 3. Officer in charge of IR
4. Officer in charge of finance ¨è In the event that there is any request for press coverage of the previous Clause, the head of the department in charge of public notice shall receive the questions from the applicable press media or others in advance or prepare the expected question and answer to go through the review of the responsible person of public notice and deliver it to the person in response to the coverage. ¨é The head of department in charge of public notice shall check the contents of coverage of the public media, such as, press media, and in the event that the contents different from the fact are covered, it shall be reported to the responsible person of public notice and take necessary action in accordance with the instruction of the responsible person of public notice.
Paragraph 2 Rumors in Market and Others
Article 51 (Rumors in Market)
¨ç This company shall not make any statement on the rumors in market in principle. ¨è The responsible person of public notice or head of the department in charge of public notice shall confirm if the contents of the rumors in market and the important information not in public notice through the inquiry to the relevant department and others, and if consistent, take necessary action to notify the relevant information immediately. ¨é The responsible person of public notice or head of the department in charge of public notice shall establish and implement appropriate response plan in the event that it is determined as an agenda that may have adverse impact to the interest of the company even if the contents of the rumors in market is not consistent to the undisclosed important information.
Article 52 (Request for Information)
¨ç In the event that shareholders or interested parties request to disclose company related information, the responsible person of public notice shall review the legitimacy of the applicable request and determine if the related information is to be provided. ¨è In the event that the information is provided in accordance with the decision of the previous Clause, the responsible person of public notice may listen to the opinions of the officer in charge of internal audit or officer in charge of legal affairs whether the provided information would influence on the investor decision and stock price, and in the event that it is the information that may be applicable to the subject of Fair Public Notice or may impact on the investment decision and stock price, it shall take necessary action to disclose it to the general public at the same time of providing the information to the party demanding the applicable information provision (or until information is provided).
Article 53 (IR)
¨ç In the event that the meeting of investment relations, bull session for analysts and other IRs (hereinafter collectively referred to as the ¡°IR¡±), the head of business department in charge of applicable works shall report the responsible person of public notice with the data to be distributed at the IR and contents of expected question and answer in writing in advance and obtain the approval. ¨è In the event of holding the IR, the head of business department in charge of the applicable works shall notify the date and time, place, subject and others of the IR to the head of the department in charge of public notice, and the head of the department in charge of public notice shall implement the public notice on holding the IR by the
time of holding public notice. ¨é In the event that the undisclosed important information is provided through the question and answer of IR, the head of department in charge of public notice shall take action to have the applicable information to be disclosed to the general public without delay.
Article 54 (Provision of Information through Homepage, E-mail and Others)
¨ç Head of each business department shall deliver the applicable information to the department in charge of public notice and provide with the approval of the responsible person of public notice in the event that the information related to the company is provided through the homepage, e-mail and others.
¨è Article 47 (2), Article 48, and Article 49 are applied in this Article. In this case, the ¡°press release¡± and the ¡°information provided through the press release¡± shall be considered as the ¡°information provided through homepage, e-mail and others.¡±
Article 55 (Education)
¨ç The responsible person of public notice has to establish and implement the annual training plan with respect to the control system for public notice for all officers and employees of the company to understand and correctly undertake the related works. In this case, with respect to the business department and the department in charge of public notice with substantial frequency of the public notice information, specialized education or training shall be completed.
¨è Head of department in charge of public notice shall find out the obligatory training schedule implemented by Korea Exchange or Korea Listed Companies Association to complete the programs, and take necessary action to disperse to the pertinent officers and employees for the training contents.
Article 56 (Penalty) The company may render the penalty or sanction in accordance with the pertinent regulations of this company for any officers and employees who violated the regulations.
Article 57 (Establishment and Repeal of Rules) Establishment and repeal of the Regulations shall be undertaken by the representative director.
Article 1 (Date of Implementation) These Regulations shall be implemented from August 14, 2009.
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