Internal Information Management Regulations (Amendment)
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 executives and employees.
Article 2 (Definitions) (1) For the purposes of these Regulations, "internal information" means matters subject to mandatory disclosure under Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter the "Disclosure Regulations") of the Korea Exchange (hereinafter the "Exchange"), as well as any other matters concerning the Company's management or financial condition that may affect investors' investment decisions.
(2) For the purposes of 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) For the purposes of these Regulations, "executive" means a director (including any person falling under any subparagraph of Article 401-2, Paragraph 1 of the Commercial Act) or a statutory auditor.
(4) Except as defined in Paragraphs 1 through 3, the definitions of terms used in these Regulations shall be as set forth 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 applicable laws and regulations or the Articles of Incorporation.
Chapter 2. Management of Internal Information
Article 4 (Management of Internal Information) (1) Executives and employees shall strictly manage the Company's internal information acquired in the course of their duties, and shall not divulge such internal information inside or outside the Company except where necessary for the performance of their duties.
(2) The Representative Director shall take measures necessary for the management of internal information, including establishing specific standards for the retention, 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 Exchange without delay. The same shall apply where the disclosure officer is changed.
(2) The disclosure officer shall have overall responsibility for 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 make disclosures
4. Measures necessary for the operation of the internal information management system, including training for executives and employees
5. Direction and supervision of the departments, executives, and employees in charge of managing internal information or performing disclosure duties
6. Any 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 request the submission of, and to inspect, documents and records of any kind relating to internal information
2. The authority to hear necessary opinions from the executives and employees of the departments in charge of accounting or audit duties and of any 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 executives 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 Exchange without delay. The same shall apply where the disclosure staff is changed.
(2) The disclosure staff shall be subject to the direction of the disclosure officer with respect to the management of internal information and shall 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 changes in disclosure-related laws and regulations, and reporting thereof to the disclosure officer
4. Any other matters recognized as necessary by the Representative Director or the disclosure officer
Article 7 (Centralization of Internal Information) (1) Executives and the heads of each department shall provide the disclosure officer with the relevant information in a timely manner in any of the following cases:
1. Where internal information arises or is expected to arise
2. Where grounds arise, or are expected to arise, for the cancellation or modification of any internal information that has already been disclosed
3. Any other case where the disclosure officer so requests
(2) The disclosure officer and the Representative Director shall establish an efficient information transmission system within the Company to ensure the timely provision of internal information pursuant to Paragraph 1 and, where necessary, may require that the cooperation of the disclosure officer be obtained in the approval process for business affairs related to matters subject to mandatory disclosure.
Article 7-2 (Management of Information Relating to the Largest Shareholder) In order to smoothly perform disclosure duties with respect to matters subject to mandatory disclosure and inquired disclosure requirements relating to the largest shareholder, the disclosure officer shall fully explain the relevant matters to the largest shareholder and establish an information transmission system to ensure that the relevant information is delivered in a timely manner.
Article 7-3 (Centralization of Internal Information of Subsidiaries) (1) Where internal information relating to matters subject to mandatory disclosure arises or is expected to arise at a subsidiary, the Company shall require the subsidiary to immediately notify the Company's disclosure officer or disclosure staff of the details thereof.
(2) In order to efficiently manage internal information relating to matters subject to mandatory disclosure under Paragraph 1, the Company shall require each subsidiary to designate a person responsible for managing disclosure-related information, and to immediately notify the Company's disclosure officer or disclosure staff whenever such person is designated or changed.
(3) The Company may require a subsidiary to submit relevant materials to the extent necessary for the performance of disclosure duties.
Article 8 (Provision of Internal Information to Outside Parties) (1) Where an executive or employee must, for business reasons, unavoidably provide internal information to a counterparty, external auditor, or agent of the Company, or to a person with whom the Company has entered into an advisory agreement for legal, management, or other consulting services, he or she shall report the relevant matters to the disclosure officer.
(2) In the case of Paragraph 1, the disclosure officer shall take necessary measures, including the execution of a confidentiality agreement regarding the relevant internal information.
(3) Where an obligation of fair disclosure arises in connection with the provision of internal information pursuant to Paragraph 1, such information shall be disclosed without delay (except where an exemption under Article 15 of the Disclosure Regulations applies).
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. Inquired disclosure 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. Filing of securities registration statements and other documents pursuant to Part 3, Chapter 1 of the Act
6. Filing of business reports and other documents pursuant to Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Filing of reports on material facts pursuant to Article 161 of the Act
8. Any other disclosures pursuant to other laws and regulations
Article 9-2 (Confirmation of Matters Subject to Disclosure) In determining whether a matter is subject to mandatory disclosure, including fair disclosure, under these Regulations, care shall be taken to include matters that have, or may have, a material effect on the share price or on investment decisions pursuant to Article 6, Paragraph 1, Item 4 of the Disclosure Regulations.
Article 10 (Execution of Disclosure) (1) When 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 referred to in Paragraph 1 are in violation of the relevant laws and regulations, report thereon to the Representative Director, and then make the disclosure.
Article 10-2 (Prompt Performance of Disclosure) When a matter subject to disclosure under Article 9 arises, the disclosure officer shall use best efforts to ensure that the relevant internal information is disclosed in a timely manner, even before the disclosure deadline prescribed by the Disclosure Regulations.
Article 11 (Follow-up Measures After Disclosure) Where any error or omission is found in disclosed content, or where the Company intends to cancel or modify such content, the disclosure officer and disclosure staff shall without delay take corrective measures, such as making a corrective disclosure pursuant to Article 30 of the Disclosure Regulations.
Article 12 (Media Coverage, etc.) (1) Where a request for news coverage of the Company is received from a media organization or similar entity, the Representative Director or the disclosure officer shall, in principle, respond thereto. Where necessary, executives or 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 similar entities, it shall consult with the disclosure officer. Where necessary, the disclosure officer shall report matters relating to the distribution of the press release to the Representative Director.
(3) Where the content of a press release distributed pursuant to Paragraph 2 is subject to fair disclosure, the disclosure officer shall make the disclosure before the press release is distributed.
(4) Any executive or employee who becomes aware that the content of a media report differs from the facts shall report such matter to the disclosure officer. The disclosure officer shall report the relevant matters to the Representative Director and take necessary measures.
Article 12-2 (Verification of Media Reports) The disclosure officer, the disclosure staff, and the departments in which internal information arises shall routinely monitor media reports concerning the Company and, where any content differs from the facts, take measures to correct it.
Article 13 (Investor Relations Meetings) (1) Recognizing that investor relations (IR) activities are a management responsibility of a KOSDAQ-listed company, the Representative Director shall endeavor to build trust with investors by holding investor relations meetings voluntarily and on a continuing basis.
(2) Investor relations meetings concerning the Company's management performance, business plans, prospects, and similar matters shall be held in consultation with the disclosure officer.
(3) The disclosure officer or disclosure staff shall disclose the date and time, venue, and content of an investor relations meeting no later than the day before it is held, and shall post the related materials on the Exchange's disclosure filing system before the meeting is held.
(4) All executives and employees of the Company shall take care to ensure that no information subject to fair disclosure that has not been disclosed in advance is revealed in the course of an investor relations meeting.
Article 13-2 (Rumors) (1) Where a rumor is circulating in the market, the disclosure officer shall verify whether the rumor is true and whether it constitutes internal information, including by seeking the opinions of the relevant business departments.
(2) Where, as a result of the verification under Paragraph 1, the rumor falls under a matter subject to mandatory disclosure under the Disclosure Regulations, the relevant information shall be disclosed.
Article 13-3 (Requests for Information) (1) Where a request for the disclosure of information concerning the Company is received from a shareholder, stakeholder, or other party, the disclosure officer shall review the legality of the request and other relevant factors and determine whether to provide the relevant information.
(2) In order to determine whether to provide the information, the disclosure officer may seek the opinions of the department in charge of legal affairs, external legal experts, or other advisers as to whether the requested information may affect investors' investment decisions or the share price.
(3) Where information is provided pursuant to the determination under Paragraph 1, Article 12, Paragraph 3 shall apply mutatis mutandis.
Chapter 4. Regulation of Insider Trading, etc.
Article 14 (Return of Short-Swing Profits) (1) Where an executive, 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 the specific securities, etc. referred to in Article 172, Paragraph 1 of the Act (hereinafter "specific securities, etc.") within six months of purchasing them, or by purchasing specific 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 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 the Company was notified by the Securities and Futures Commission of the occurrence of the short-swing profit
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, if 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 continue until the earlier of the expiration of two years from the date on which the Company is notified by the Securities and Futures Commission of the occurrence of the short-swing profit or the date on which the short-swing profit is returned to the Company.
Article 15 (Notification of Trading, etc. of Specific Securities, etc.) Where an executive, 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 involving, specific securities, etc., he or she shall notify the disclosure officer of such fact.
Article 16 (Prohibition on the Use of Undisclosed Material Information) No officer or employee shall use undisclosed material information as prescribed in Article 174(1) of the Act (including undisclosed material information of affiliated companies) in the purchase, sale, or other transactions of specific securities, etc., or allow any other person to make use of such information.
Chapter 5 Supplementary Provisions
Article 17 (Education) (1) The disclosure officer and disclosure staff shall complete education on disclosure affairs pursuant to Article 36 and Article 44(5) of the Disclosure Regulations, and the disclosure officer shall communicate the content of such education to the relevant officers and employees.
(2) The Chief Executive Officer shall make sufficient efforts, including the provision of education to officers and employees, to prevent the matters set forth in Articles 14 through 16 and any other insider trading, etc. prescribed by the Act.
Article 18 (Amendment or Repeal of the Regulations) These Regulations may be amended or repealed by the Chief Executive Officer.
Article 19 (Publication of the Regulations) These Regulations shall be published on the Company's website. The same shall apply whenever the Regulations are amended.
Addendum
These Regulations shall take effect on September 1, 2009.
Addendum
These Regulations shall take effect on August 1, 2017.