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  • Internal Information Management Regulation
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Internal Information Management Regulation
  • Chapter 1. General Regulation
  • Article 1. (Purpose)
  • The regulation is for defining overall management of company internal information and appropriate disclosure to prevent employees’ insider trading, and fast and accurate public announcement in accordance with ‘Capital Market and Financial Investment Services Provider Act’ (which is called “the Act” from now on) and general regulations.
  • Article 2 (The Definition of Terms)
  • ① In the regulation, ‘internal information’ means items which may affected on obligation of publication and other company management or property status, or investment decision of investors in accordance with the 1st chapter on disclosure regulations of KOSDAQ market(which is called ‘disclosure regulations’ from now on).
  • ② In this regulation, ‘a person responsible of public announcement’ means a person who represents the company and conducts declaration task in accordance with the 4th clause of Article 2 regarding disclosure regulations.
  • ③ In this regulation, ‘a board member’ means a director (includes a person who belongs to any description in the 1st clause of Article 401 of Commercial Law) and an auditor.
  • ④ The definition of terms, which does not belong to the above 1,2,or 3, follows related regulations and acts.
  • Article 3. (The Application Scope)
  • Public announcement, insider trading and management of company internal information related matters follows this regulation, unless it is articulated in regulations or articles of association.
  • Chapter 2. Internal Information Management
  • Article 4. (Internal Information Management)
  • ① The employees shall strictly manage company internal information and not disclose the information internally or externally, unless it is required in business.
  • ② A Representative Director shall take necessary actions to manage internal information, such as specific standards for internal information and the related document achieve, transfer and destroy.
  • Article 5. (A Person Responsible for Public Announcement)
  • ① A Representative Director shall nominate a Person Responsible for Public Announcement and report to Korea Exchange. When the Person Responsible for Public Announcement changes, it shall be reported as well.
  • ② A Person Responsible for Public Announcement generalizes internal information management system and operation related tasks and performs the followings.
  • 1. Disclosure Execution
  • 2. Internal information management system operation status check and evaluation
  • 3. Review on internal information and decision of disclosure
  • 4. Necessary actions for internal information management including the employee training
  • 5. Direction and supervising of department or employees in charge of internal information management or public announcement
  • 6. Other businesses which a Representative Director recognizes necessary for the operation of internal information management system
  • ③ A Person Responsible for Public Announcement has the authority shown below in performing his duty.
  • 1. Authority to request and view internal information related various documents and records
  • 2. Authority to request necessary opinions from accounting or auditing department, or the employees in the department which creates internal information
  • ④ A Person Responsible for Public Announcement can discuss with the employee in charge of the related task, and if it is necessary, request a support from a specialist with the company expenses.
  • ⑤ A Person Responsible for Public Announcement shall regularly report operational status of internal information management system to a Representative Director (or the Board of Directors).
  • Article 6. (Person in Charge of Public Announcement)
  • ① A Representative Director shall report a Person in Charge of Public Announcement to Korea Exchange. When the Person in Charge of Public Announcement changes, it shall be reported as well.
  • ② A Person in Charge of Public Announcement shall perform below tasks under the baton of a Person Responsible for Public Announcement.
  • 1. Internal information gathering and reviewing, reporting to a Person Responsible for Public Announcement
  • 2. Necessary tasks for execution of public announcement
  • 3. Necessary matters check for internal information management, such as change in disclosure related regulations, and report to a Person Responsible for Public Announcement
  • 4. Other tasks which a Representative Director or a Person Responsible for Public Announcement recognizes necessary
  • Article 7. (Concentration of Internal Information)
  • The Board Members and the director of each department shall provide the related information to a Person Responsible for Public Announcement timely, in case of one of below.
  • 1. Internal information occurs
  • 2. If previously disclosed matter in internal information needs to be cancelled or changed
  • 3. When a Person Responsible for Public Announcement requests
  • Article 8. (Providing Internal Information outside the Company)
  • ① When the employees necessarily provide internal information to a person outside the company, such as a business partner, an external auditor, an agency, a legal consultant or a management consultant, it shall be reported to a Person Responsible for Public Announcement.
  • ② In case of above, a Person Responsible for Public Announcement shall take a necessary action, such as Non Disclosure Agreement.
  • Chapter 3. Internal Information Disclosure
  • Article 9. (Kinds of Disclosure)
  • The company’s public announcement is divided into, as shown below.
  • 1. Key management matters report and disclosure in accordance with the 1st paragraph of Chapter 2, the 1st part of Public Announcement
  • 2. Inquiry disclosure in accordance with the 2nd paragraph of Chapter 2, the 1st part of Public Announcement
  • 3. Fair disclosure with the 3rd paragraph of Chapter 2, the 1st part of Public Announcement
  • 4. Voluntary disclosure in accordance with Chapter 3 of the 1st part of Public Announcement
  • 5. Submission, such as Registration Statement, in accordance with Chapter 1 of the 3rd Part of the Act
  • 6. Submission, such as Business Report, in accordance with Article 159, 160 and 165 of the Act and paragraph 4 of the 2nd Chapter, the 1st Part of Public Announcement
  • 7. Submission of key matter report in accordance with Article 161 of the Act
  • 8. Other disclosures in accordance with other regulations
  • Article 10. (Disclosure Execution)
  • ① When disclosure matters occur according to Article 9, a Person in Charge of Public Announcement shall prepare necessary contents and documents and report to a Person Responsible for Public Announcement.
  • ② A Person Responsible for Public Announcement shall review if the contents and documents in clause 1 does not violate the related regulations, and disclose after reporting it to a Representative Director.
  • Article 11. (Post Management after Disclosure)
  • When an error or omission is found in disclosed contents, a Person Responsible for Public Announcement and a Person in Charge of Public Announcement take necessary action to correct it.
  • Article 12. (Such as Inquiries from the Press)
  • ① When the press requests an interview about the company, in principle, a Representative Director or a Person Responsible for Public Announcement shall respond to it. If necessary, the employee in the related department can respond to it.
  • ② When the company wants to distribute press release, it shall be discussed with a Person Responsible for Public Announcement. If necessary, a Person Responsible for Public Announcement shall report press release related matter to a Representative Director.
  • ③ If an employee find that the press contents are different from the fact, he or she shall report it to a Person Responsible for Public Announcement. A Person Responsible for Public Announcement shall report it to a Representative Director and take a necessary action.
  • Article 13 (Investor Relations)
  • Investor Relations about the Company management contents, business plan and perspectives shall be discussed with a Person Responsible for Public Announcement before being held.
  • Chapter 4. Regulation on Insider Trader
  • Article 14. (Returning of Profit on a Short-term Trade)
  • ① If the Board Members and an employee, according to the 1st clause of Article 172 of the Law and Article 194 of the Law enforcement, sell a specific share (it will be called ‘specific share’ from now on) within 6 month from purchasing it, or purchase it within 6 month from selling it, and obtain a profit (it will be called ‘Profit on a Short-term Trade’ from now on), it shall be returned to the company, in accordance with the 1st clause of Article 172 of the Act.
  • ② The Company Stockholder (the person who possesses stocks, equity securities or depository securities) requests the company to make return Profit on a Short-term Trade from the person who gains Profit on a Short-term Trade, according to the 1st Clause, the company shall take a necessary action within 2 months from the request receiving date.
  • ③ If Securities and Futures Commission notifies Profit occurrence of a Short-term Trade according to the 1st Clause, a Person Responsible for Public Announcement shall immediately disclose the following matters on Internet Home page of the Company.
  • 1. The position of the person who shall return Profit on a Short-term Trade
  • 2. The Profit amount of the Short-term Trade
  • 3. The date of notification on which Securities and Futures Commission notifies Profit occurrence of a Short-term Trade
  • 4. Plan to request of returning Profit on the Short-term Trade
  • 5. The Company Stockholders can request the company to request returning Profit on the Short-term Trade to the person who gains it, and if the company does not request it until 2 months from the stockholder’s request, the stockholder can claim by substituting the company.
  • ④ The public announcement period for the 3rd Clause is 2 years from the notification date on which Securities and Futures Commission notifies Profit occurrence of a Short-term Trade, or the date when the Profit on the Short-term Trade is returned, whichever is less.
  • Article 15. (Notification about, such as special share trade)
  • If the Board Members and an employee, according to the 1st clause of Article 172 of the Law and Article 194 of the Law enforcement, trade special shares or other, they shall inform it to a Person Responsible for Public Announcement.
  • Article 16. (Prohibition of Act of Utilization of Closed Important Information)
  • The employees, according to the 1st clause of Article 172 of the Law and Article 194 of the Law enforcement, shall not use or allow others to use the closed important information (which includes subsidiary company’s closed important information) in trading special shares or others.
  • Chapter 5. Supplementary Regulations
  • Article 17 (Training)
  • A Person Responsible for Public Announcement and a Person in charge of Public Announcement shall complete public announcement related training, according to Article 36 and the 5th Clause of Article 44 of Disclosure, and a Person Responsible for Public Announcement shall inform the training contents to related employees.
  • Article 18 (Regulations Opening and Closing)
  • The regulation’s Opening and Closing shall follow the Board’s resolution.
  • Article 19 (Regulation Announcement)
  • The regulations shall be announced in the company homepage. When the regulations are amended, the same rule shall be applied.
  • Supplementary Regulations
  • shall be effective from September 1 2009.