Internal Information Management Regulations
Chapter 1 General Provisions
Article 1 (Purpose) The purpose of these Regulations is to prescribe matters concerning the comprehensive management and appropriate disclosure of the Company's internal information, in order to ensure prompt and accurate disclosure in accordance with the Financial Investment Services and Capital Markets Act (hereinafter the "Act") and other applicable laws and regulations and to prevent insider trading by officers and employees.
Article 2 (Definitions) (1) In these Regulations, "internal information" means matters subject to mandatory disclosure under Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter the "Disclosure Regulations") and any other matters that may affect the Company's management or financial condition or investors' investment decisions.
(2) In these Regulations, "disclosure officer" means a person authorized to perform reporting duties on behalf of the Company pursuant to Article 2, Paragraph 4 of the Disclosure Regulations.
(3) In these Regulations, "officer" means directors (including any person falling under any subparagraph of Article 401-2, Paragraph 1 of the Commercial Act) and auditors.
(4) Except as provided in Paragraphs 1 through 3, the terms used in these Regulations shall have the meanings defined in the relevant statutes and regulations.
Article 3 (Scope of Application) Matters concerning disclosure, insider trading, and the management of internal information shall be governed by these Regulations, except as otherwise provided in the relevant laws and regulations or the Articles of Incorporation.
Chapter 2 Management of Internal Information
Article 4 (Management of Internal Information) (1) Officers and employees shall strictly manage the Company's internal information acquired in the course of their duties and shall not divulge internal information within or outside the Company except where necessary for business purposes.
(2) The Representative Director shall take the measures necessary for the management of internal information, such as establishing specific standards for the storage, transmission, and destruction of internal information and related documents.
Article 5 (Disclosure Officer) (1) The Representative Director shall designate a disclosure officer and report such designation to the Korea Exchange. The same shall apply where the disclosure officer is replaced.
(2) The disclosure officer shall have overall charge of the duties relating to the establishment and operation of the internal information management system and shall perform the following duties:
1. Execution of disclosures
2. Inspection and evaluation of the operation of the internal information management system
3. Review of internal information and determination of whether to disclose it
4. Measures necessary for the operation of the internal information management system, such as training for officers and employees
5. Direction and supervision of the departments or officers and employees responsible for the management of internal information or for disclosure duties
6. Other duties recognized by the Representative Director as necessary for the operation of the internal information management system
(3) In performing his or her duties, the disclosure officer shall have the following authority:
1. The authority to demand the submission of, and to inspect, documents and records relating to internal information
2. The authority to hear necessary opinions from the officers and employees of the departments in charge of accounting or audit duties and of other departments engaged in duties related to the generation of internal information
(4) In performing his or her duties, the disclosure officer may, where necessary, consult with the officers in charge of the relevant duties and may seek the assistance of experts at the Company's expense.
(5) The disclosure officer shall regularly report the operational status of the internal information management system to the Representative Director (or to the Board of Directors).
Article 6 (Disclosure Staff) (1) The Representative Director shall designate disclosure staff and report such designation to the Korea Exchange. The same shall apply where the disclosure staff is replaced.
(2) The disclosure staff shall, under the direction of the disclosure officer with respect to the management of internal information, perform the following duties:
1. Collection and review of internal information and reporting thereof to the disclosure officer
2. Duties necessary for the execution of disclosures
3. Verification of matters necessary for the management of internal information, such as amendments to disclosure-related laws and regulations, and reporting thereof to the disclosure officer
4. Other matters recognized as necessary by the Representative Director or the disclosure officer
Article 7 (Centralization of Internal Information) Officers and the heads of each department shall provide the relevant information to the disclosure officer in a timely manner in any of the following cases:
1. Where internal information arises
2. Where grounds arise requiring the cancellation or modification of internal information that has already been disclosed
3. Other cases where the disclosure officer so requests
Article 8 (Provision of Internal Information to Outside Parties) (1) Where an officer or employee is unavoidably required, for business reasons, to provide internal information to a counterparty of the Company, an external auditor, an agent, or a person who has entered into an advisory contract with the Company, such as a legal or management advisory contract, he or she shall report such matter to the disclosure officer.
(2) In the case of Paragraph 1, the disclosure officer shall take the necessary measures, such as entering into a confidentiality agreement concerning the relevant internal information.
Chapter 3 Disclosure of Internal Information
Article 9 (Types of Disclosure) The Company's disclosures shall be classified as follows:
1. Reporting and disclosure of material management matters pursuant to Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Disclosure upon inquiry pursuant to Part 1, Chapter 2, Section 2 of the Disclosure Regulations
3. Fair disclosure pursuant to Part 1, Chapter 2, Section 3 of the Disclosure Regulations
4. Voluntary disclosure pursuant to Part 1, Chapter 3 of the Disclosure Regulations
5. Submission of securities registration statements, etc. pursuant to Part 3, Chapter 1 of the Act
6. Submission of business reports, etc. pursuant to Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Submission of reports on material matters pursuant to Article 161 of the Act
8. Other disclosures pursuant to other laws and regulations
Article 10 (Execution of Disclosure) (1) Where a matter subject to disclosure under Article 9 arises, the disclosure staff shall prepare the necessary content, assemble the necessary documents, and report to the disclosure officer.
(2) The disclosure officer shall review whether the content and documents under Paragraph 1 are in violation of the relevant laws and regulations, report thereon to the Representative Director, and then make the disclosure.
Article 11 (Post-Disclosure Measures) Where there is any error or omission in the disclosed content, the disclosure officer and the disclosure staff shall take measures to correct it without delay.
Article 12 (Media Coverage, etc.) (1) Where a media organization or other party requests coverage of the Company, the Representative Director or the disclosure officer shall, in principle, respond thereto. Where necessary, officers and employees of the relevant departments may be permitted to respond to such coverage.
(2) Where the Company intends to distribute a press release to media organizations or other parties, it shall consult with the disclosure officer. The disclosure officer shall, where necessary, report matters relating to the distribution of the press release to the Representative Director.
(3) Any officer or employee who becomes aware that a media report differs from the facts shall report this to the disclosure officer. The disclosure officer shall report the relevant matters to the Representative Director and take the necessary measures.
Article 13 (Investor Relations Meetings) Investor relations meetings concerning the Company's management performance, business plans, prospects, and other such matters shall be held in consultation with the disclosure officer.
Chapter 4 Regulation of Insider Trading, etc.
Article 14 (Return of Short-Swing Profits) (1) Where an officer, or an employee prescribed by Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act, realizes a profit by selling specified securities, etc. under Article 172, Paragraph 1 of the Act (hereinafter "specified securities, etc.") within six months of purchasing them, or by purchasing specified securities, etc. within six months of selling them, he or she shall return such profit (hereinafter "short-swing profit") to the Company.
(2) Where a shareholder of the Company (including any holder of equity securities other than shares or of securities depositary receipts; hereinafter the same shall apply in this Article) demands that the Company claim the return of a short-swing profit from a person who has realized such profit under Paragraph 1, the Company shall take the necessary measures within two months from the date of receiving such demand.
(3) Where the Securities and Futures Commission notifies the Company of the occurrence of a short-swing profit under Paragraph 1, the disclosure officer shall, without delay, disclose the following matters on the Company's website:
1. The position of the person required to return the short-swing profit
2. The amount of the short-swing profit
3. The date on which notice of the occurrence of the short-swing profit was received from the Securities and Futures Commission
4. The plan for claiming the return of the short-swing profit
5. A statement to the effect that a shareholder of the Company may demand that the Company claim the return of the short-swing profit from the person who realized it, and that, where the Company fails to make such claim within two months from the date of receiving the demand, the shareholder may make the claim in subrogation of the Company
(4) The disclosure period under Paragraph 3 shall extend until the earlier of two years from the date of receiving notice of the occurrence of the short-swing profit from the Securities and Futures Commission or the date on which the short-swing profit is returned.
Article 15 (Notification of Trading, etc. of Specified Securities, etc.) Where an officer, or an employee prescribed by Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act, engages in the trading of, or any other transaction in, specified securities, etc., he or she shall notify the disclosure officer of such fact.
Article 16 (Prohibition on the Use of Material Nonpublic Information) Officers and employees shall not use material nonpublic information as prescribed by Article 174, Paragraph 1 of the Act (including material nonpublic information of affiliated companies) in the trading of, or any other transaction in, specified securities, etc., nor allow any other person to use such information.
Chapter 5 Supplementary Provisions
Article 17 (Training) The disclosure officer and the disclosure staff shall complete training on disclosure duties pursuant to Article 36 and Article 44, Paragraph 5 of the Disclosure Regulations, and the disclosure officer shall inform the relevant officers and employees of the content of such training.
Article 18 (Amendment and Repeal of the Regulations) These Regulations may be amended or repealed by resolution of the Board of Directors.
Article 19 (Publication of the Regulations) These Regulations shall be published on the Company's website. The same shall apply where the Regulations are amended.
Addendum
These Regulations shall take effect on September 1, 2009.