- Investor Relations
- Disclosure Information
- Disclosure Information Management Regulations
Disclosure Information Management Regulations
- 1. General Provisions
- 2. Authorities & Responsibilities of the Disclosure Control Organization
- 3. Disclosure Control Activities & Operation
- 4. Information & Communication
- 5. Assessment & Management of Disclosure Risk
- 6. Monitoring
- 7. Prohibition of Insider Trading by Executives/Employees
- 8. Other Disclosure Controls
- 9. Supplementary Provisions
1. General Provisions
This Regulation aims to ensure that all disclosure information of the Company is disclosed accurately, completely, fairly and in a timely manner as well as to provide for matters required for disclosure administration and process, as well as management of disclosure information to prevent unfair transactions by executives and employees.
1.2 Scope of Application
Scope of Application
1) "Disclosure Information" means any and all information that may influence decisions
of investors especially
items set forth in the Act on Capital Markets and Financial Investment Business (“Act”) and the Enforcement Decree thereto(“Decree”), Regulations on Stock Issuance Disclosure (“Issuance Disclosure Regulations”) of the Financial Services Commission (FSC), and the Securities Market Disclosure Regulations (“Disclosure Regulations”) of the Korea Exchange(KRX).
2) "Disclosure Document" means any document filed or reported (including electronic copies) to reveal key business andcompany related information and exhibits deemed to be of a disclosure nature as set forth by FSC criteria.
3) "Disclosure Control System" means the guidelines and procedures designed to enable relevant organizations within the Company to manage disclosure information.
4) "Disclosure Control Organization" means any and all persons of the enterprise responsible for compiling, reviewing and approving disclosure information such as relevant management personnel, the investor relations department and the CEO.
5) "Disclosure Manager" means a person authorized by the CEO to supervise disclosure activities of the Company and registered with the KRX as a disclosure manager in accordance with Article 88.1 of the Disclosure Regulations.
6) "Disclosure Manager" means a person authorized by the CEO to supervise disclosure activities of the Company and registered with the KRX as a disclosure manager in accordance with Article 88.1 of the Disclosure Regulations.
7) "Business Department" means any department that compiles disclosure information of the Company.
8) "Regular Disclosure" means submission of quarterly, semi-annual and annual reports setting forth matters related to business/finance conditions and management performance of the Company to the FSC or the KRX in accordance with Article 159, 160, 165 of the Act, Article 168, 170 of the Decree, Article 4-3 of the Issuance Disclosure Regulations and Article 21 of the Disclosure Regulations.
9) "Ad-hoc Disclosure" means filing or disclosure of material facts or decisions to the KRX that may influence investors’ decisions in relation to the management activities of the Company, pursuant to Article 7 of the Disclosure Regulations.
10) "Fair Disclosure" means disclosure of information that is not strictly specified as a mandatory disclosure item in relevant laws or regulations or for which the disclosure due date has not occurred in accordance with Article 15 and16 of the Disclosure Regulations and the Fair Disclosure Administration Standards of the KRX. Such disclosure is to ensure that ordinary investors may know such information concurrently or before it is made available selectively to a privileged person.
11) "Inquiry Disclosure" means disclosure made in response to a request from the KRX for confirmation of authenticityor of a rumor or press report relating to the Company or existence of material information.
12) "Voluntary Disclosure" means disclosure made to the KRX in accordance with Article 28 of the Disclosure Regulations and Article 8 of the Enforcement Rule thereto, whereby the Company determines that there is information other than the Ad-hoc Disclosure items set forth in Clause 10 that may have material impact on its management/property or decisions by investors, or information that it deems necessary to disclose that is not obligated to be disclosed.
13) "Issuance Disclosure and Material Item Report" means filing of a statement to the FSC regarding placement/sale of securities as defined in relevant laws or regulations or matters relating to organizational changes of the Company or acquisition/disposition of treasury shares including merger, spinoff, or assignment/transfer of business in accordance with Articles 119, 121 to 123, 130 and 161 of the Act, Articles 120 to 122, 137 and 171 of the Decree, Articles 2-4, 2-6, 2-14, 2-17, 4-5, 5-8 to 5-10, and 5-15 of the Issuance Disclosure Regulations.
14) Unless specified otherwise herein, terms used shall have the same meaning as defined in relevant laws and regulations.
2. Authorities & Responsibilities of the Disclosure Control Organization
The CEO shall oversee overall operations relating to the disclosure control system.
2.2 Disclosure Manager
1) The disclosure manager shall be designated by the CEO.
2) The disclosure manager shall supervise the design and operation of the disclosure control system and:
a) Review, approve and issue disclosure information and documents (including relevant
documents. The same shall be applicable hereinafter);
b) Perform actions necessary to cause executives/employees to comply with statutory provisions concerning disclosure(execution of training, preparation of guidelines, etc.);
c) Identify disclosure risks and develop/execute mitigation plans;
d) Decide whether or not to disclose matters not expressly required to be disclosed in relevant laws or regulations and determine the scope of disclosure where necessary;
e) Direct and supervise the disclosure department;
f) Develop/execute training plans for executives/employees involved in disclosure administration;
g) Approve detailed guidelines for enforcement of regulations concerning the design and operation of a disclosure control system;
h) Manage other matters deemed necessary by the CEO in relation to the disclosure control system.
3) Disclosure manager, if necessary in relation to his or her responsibilities, shall have authorities to:
a) Require submission of books and records relating to disclosure items and view
b) Listen to views of executives/employees affiliated with the accounting or auditing department and other departments relating to the creation and preparation of disclosure information and disclosure documents.
4) The disclosure manager may discuss with competent executives or auditors (audit committee members) or seek advice of 3rd party experts/consultants, as necessary in performing his or her duties.
2.3 Disclosure Department
1) The CEO shall organize a department responsible for disclosure including persons who have professional knowledge about disclosure activities. And two persons in the department shall be appointed as disclosure administrators in accordance with Article 88-2 of the Disclosure Regulations.
2) The disclosure department shall be directed by the disclosure manager in relation to disclosure activities and perform the following activities:
a) Collect and review disclosure information;
b) Prepare disclosure documents and execute disclosure;
c) Prepare annual disclosure plans and check implementation status;
d) Review actions required for compliance with statutory provisions such as examining enforcement and amendment of statutory provisions governing disclosure and report to the disclosure manager;
e) Identify, examine, assess and manage disclosure risks at the corporate level;
f) Perform other matters deemed necessary by the CEO or disclosure manager.
2.4 Business Department
1) The head of each business department shall forward information concerning each of the following to the disclosure department in a timely manner:
a) Any matter requiring disclosure as set forth in relevant laws or regulations
occurring or expected to occur;
b) Any matter deemed to have material impact on corporate management but it is not certain whether disclosure is required;
c) Any matter already disclosed is required to be cancelled or changed or expected to be so;
d) Disclosure is required by the disclosure manager or head of the disclosure department otherwise.
2) If disclosure information is forwarded as required in the above, copies of such information shall be provided in writing to the disclosure department along with necessary evidence and reference materials. Original copies shall be kept, however it may be that the materials set forth in the above may inevitably need to be delivered by a means other than hard copy for the sake of expediency/emergency, but in such case it must subsequently be followed by submission of written copies.
3. Disclosure Control Activities & Operation
3.1 Regular Disclosure
3.1.1 Regular Disclosure
The Company shall prepare regular disclosure documents and submit them to the FSC and the KRX by the applicable due date.
3.1.2 Business Department
1) The head of each business department shall prepare/execute detailed implementation plans following confirmation of responsibilities assigned to applicable departments and disclosure schedule to make regular disclosures pursuant to the annual disclosure plan, check progress during quarterly disclosure reports, and inform the disclosure department of the results.
2) The head of each business department shall perform responsibilities assigned to the applicable =department to disclose regular disclosure items and submit them to the disclosure department by the due date specified in the annual disclosure plan.
3.1.3 Disclosure Department
1) The head of the disclosure department shall confirm the disclosure items and release schedule, prepare the annual disclosure plan (to be approved by the disclosure manager), and provide the plan in writing to each business department.
2) The head of the disclosure department, if it is likely to miss a statutory submission due date after being given notice from the business department, shall report so to the disclosure manager, perform necessary actions as instructed, and may request the business department to provide necessary support.
3) The head of the disclosure department shall aggregate the notices of the business departments, prepare the regular disclosure document using forms and methods set forth in the relevant laws or regulations, and submit such documents to the disclosure manager by the due date specified in the annual disclosure plan.
4) The head of the disclosure department shall obtain approvals of the disclosure manager and the CEO and make the disclosure by the due date. If a certificate by the CEO (or other official) is required in accordance with relevant laws or regulations, such certificate shall be attached.
3.1.4 Disclosure Manager
1) The disclosure manager shall check the progress of work required for preparation of regular disclosure documents and perform necessary actions if the due date is likely to be missed.
2) The disclosure manager shall check whether the regular disclosure documents provided by the head of the disclosure department have been prepared in compliance with relevant laws or regulations, and check the accuracy and completeness of the report. The disclosure manager shall then submit the results to the CEO for approval.
3) The disclosure manager shall report regular disclosure documents to the CEO and cause the head of the disclosure department to make disclosure upon the CEO’s approval.
The CEO shall review the adequacy of the regular disclosure document reported by the disclosure manager and approve accordingly, providing certificates as specified by relevant laws or regulations.
3.1.6 Ex-post Examination of Disclosure Contents
1) The head of the business department involved in preparing of the regular disclosure documents and e the head of th disclosure department shall examine the appropriateness of the applicable disclosure contents immediately following disclosure.
2) If any disclosure information is found to be missing, untrue or somehow corrupt, the head of the disclosure department shall immediately take corrective actions to rectify any such error.
3.2 Ad-hoc Disclosure
3.2.1 Ad-hoc Disclosure
The Company shall prepare ad-hoc disclosure documents and submit them to the KRX by the disclosure due date.
3.2.2 Business Department
1) Each business department shall inform the disclosure department immediately when matters requiring an ad-hoc disclosure occur, or are expected to occur or an ad-hoc disclosure already made needs to be cancelled or modified or is expected to be.
2) The business department shall respond immediately to a request from the head of the disclosure department calling for supplementary or additional data for information set forth in Clause 1 in the above. However, the head of the business department shall report to the disclosure manager and follow his or her instructions if an applicable item requires significant security or confidentiality.
3.2.3 Disclosure Department
1) The disclosure department, upon receiving information concerning ad-hoc disclosure items from the business department, shall review whether such information is subject to disclosure obligations as well as its accuracy and completeness. The head of the disclosure department, if necessary, may require supplementation of information or submission of additional data to the applicable business department.
2) If it is concluded in a review in Clause 1 that ad-hoc disclosure is required, the head of the disclosure department shall prepare a review result and ad-hoc disclosure document and report to the disclosure manager and perform disclosure in accordance with procedures set forth in relevant laws or regulations upon approval of the disclosure manager. However, if it is difficult to obtain approval from the disclosure manager as he or she is absent or otherwise unreachable, the head of the disclosure department may perform disclosure and shall report to the disclosure manager retroactively.
3) If it is concluded in a review in Clause 1 that ad-hoc disclosure is not required, the head of the disclosure department shall document the applicable reasons and review results in writing and report to the disclosure manager.
4) The head of the disclosure department shall review whether provisions in Article 11.2 of the Act on Monopoly Regulation and Fair Trade concerning disclosure of massive internal transaction is applicable to such ad-hoc disclosure and make the disclosure accordingly.
3.2.4 Disclosure Manager
1) The disclosure manager shall review whether review results set forth in Clauses 2 and 3 in the above, as well as disclosure documents, have been prepared appropriately in compliance with relevant statutory provisions and approve the disclosure accordingly.
2) The disclosure manager shall report material matters to the CEO in relation to an ad-hoc disclosure.
3.2.5 Ex-post Examination of Disclosure Contents
Provisions in 3.1.6 shall be applied mutatis mutandis (with necessary changes made) to an ad-hoc disclosure, with a "regular disclosure document" substituted by an "ad-hoc disclosure document".
3.3 Fair Disclosure
3.3.1 Fair Disclosure
When deemed necessary the Company shall prepare a fair disclosure document and submit it to the KRX by the disclosure due date.
3.3.2 Ban on Circumvention of Fair Disclosure Obligation
The fair disclosure information disclosing party (as set forth in Article 15.2 of the Disclosure Regulations) shall not provide information subject to fair disclosure to a receiving party (as set forth in Article 15.3 of the Disclosure Regulations) prior to disclosure.
1) When fair disclosure is made, the disclosure manager, disclosure administrator, business department relevant to applicable fair disclosure information and their contacts shall be expressly stated so that a potential investor may have more details available about fair disclosure contents with ease.
2) If the KRX requests, a summary of the fair disclosure contents and website URL shall be stated in the disclosure document submitted to the KRX and posted in the website of the Company.
3.3.4 Mutatis Mutandis Application
Provisions in 3.1.6 and 3.2.2 to 3.2.4 shall be applied mutatis mutandis (with necessary changes made) to fair disclosure, with "regular disclosure document" in 3.1.6 substituted by "fair disclosure document" and "ad-hoc disclosure" in 3.2.2 to 3.2.4 substituted by "fair disclosure."
3.4 Inquiry Disclosure
3.4.1 Inquiry Disclosure
The Company shall prepare an inquiry disclosure document and submit it to the KRX by the disclosure due date.
3.4.2 Disclosure Department
1) he head of the disclosure department, upon receiving a request for inquiry disclosure from the KRX, shall confirm applicable facts and availability of material information immediately, prepare a disclosure document and respond to the disclosure inquiry upon the disclosure manager’s approval.
2) The head of the disclosure department may request each business department to submit data or present opinions to substantiate facts in the above or availability of material information and the applicable business department shall respond to such request. However, if applicable information is deemed to require significant security or confidentiality, the head of the business department shall report to the disclosure manager accordingly and follow his or her instructions.
3) he head of the disclosure department, when required to make inquiry disclosure and make a disclosure to the effect that the decision-making process is still underway (“preliminary disclosure”), shall examine the final decision or progress on applicable disclosure items and make a disclosure again within one month from the date of such preliminary disclosure upon the disclosuremanager’s approval. If it is deemed that it is effectively impossible to make a disclosure again within one month, the due date for such disclosure shall be disclosed expressly.
3.4.3 Mutatis Mutandis Application
Provisions in 3.1.6 and 18.104.22.168 and 3.2.4 shall be applied mutatis mutandis (with necessary changes made) to an inquiry disclosure, with "regular disclosure document" in 3.1.6 substituted by "inquiry disclosure document," "ad-hoc disclosure" in 3.2.4 by "inquiry disclosure," and "review results in Clauses 2 and 3 and disclosure document" in 22.214.171.124 by "confirmation in Clause 1 and disclosure document."
3.5 Voluntary Disclosure
3.5.1 Voluntary Disclosure
The Company may prepare a voluntary disclosure document and submit it to the KRX by the disclosure due date.
3.5.2 Determination of Need for Voluntary Disclosure and Collection of Information
1) The disclosure manager, if voluntary disclosure is deemed to be necessary or cancellation or modification of voluntary disclosure already made is required or expected to be required, may instruct the head of the disclosure department to collect necessary information and prepare a disclosure document.
2) The head of the disclosure department, if voluntary disclosure is deemed to be necessary or por modification of voluntary disclosure already made is required or expected to be required or the disclosure manager instructs as described in the above, may require the head of the business department to provide or submit necessary information or material.
3) The head of the business department, if voluntary disclosure is deemed to be necessary or cancellation or modification of voluntary disclosure already made is required or expected to be required or the head of the disclosure department requests provision of necessary information or submission of material in relation thereto in accordance with the above provision, shall provide such information or material in writing immediately to the disclosure department in accordance with Article 7.2 herein.
4) The head of the business department shall respond immediately to a request from the head of the disclosure department for supplementation or submission of additional data as set forth in the above. However, if such information requires significant security or confidentiality, it shall be reported to the disclosure manager for instructions as necessary.
3.5.3 Mutatis Mutandis Application
Provisions in 3.1.6 and 3.2.3 and 3.2.4 shall be applied mutatis mutandis (with necessary changes made) to an inquiry disclosure, with "regular disclosure" in 3.1.6 substituted by "voluntary disclosure," "review of whether it is subject to disclosure" in 126.96.36.199 by "review of needs for disclosure" and "if it is subject to disclosure" in 188.8.131.52 by "if disclosure is deemed to be necessary" and “ad-hoc disclosure” in 3.2.3 and 3.2.4 by "voluntary disclosure."
3.6 Issuance Disclosure and Key Issue Report
3.6.1 Issuance Disclosure and Key Issue Report
The Company shall prepare and submit issuance disclosure and key issue report documents to the KSC by the disclosure due date.
3.6.2 Preparation of Reporting Plan
The head of the disclosure department, if issuance disclosure and key issues set forth in Article 161.1.6~8 occur or is expected to occur, shall confirm the necessary disclosure items and schedule, prepare issuance disclosure and key issue reporting plans including a breakdown of responsibilities by business department, and provide the plan in writing to each business department upon the disclosure manager’s approval.
3.6.3 Mutatis Mutandis Application
1) Provisions in 184.108.40.206 and 220.127.116.11 and 3, 3.1.4 to 3.1.6 shall be applied mutatis mutandis (with necessary changes made) to issuance disclosure and key issue reports set forth in the above, with "annual disclosure plan" in 18.104.22.168 substituted by "issuance disclosure and key issue reporting plan," "regular disclosure document" in 22.214.171.124, 3.1.4 to 3.1.6 by “issuance disclosure and key issue report document."
2) Provisions in 3.2.2 to 3.2.5 shall be applied mutatis mutandis (with necessary changes made) to key issue reports set forth in Article 161.1.1 to 5 and 9 in the Act, with "ad-hoc disclosure" and "ad-hoc disclosure document" substituted by "key issue report" and "key issue report document" respectively.
4. Information & Communication
4.1 Collection/Maintenance/Management of Information
1) Each disclosure control organization shall collect/maintain/manage necessary information and evidence concerning its responsibilities to ensure accuracy/completeness/fairness/timeliness of disclosure information.
2) The CEO may prepare an information management system or provide necessary operational instruction to enable executives/employees to collect/maintain/manage and utilize information in the above for applicable operations.
The CEO shall try to establish a necessary communication system including establishment of a reporting system to facilitate information exchange and communication among each disclosure control organization and executives/employees in the disclosure administration process.
5. Assessment & Management of Disclosure Risk
5.1 Management of Disclosure Risks
The CEO and disclosure manager shall cause each of the following disclosure risks that may have a negative impact on the accuracy, completeness, fairness, or timeliness of disclosure information to be checked in a timely manner and managed continuously:
1) Error in financial information: disclosure risk resulting from inconsistency between real financial conditions and disclosure details attributable to accounting errors or miscommunication among persons in charge;
2) Omissions, incorrect statements: disclosure risks resulting from omission of mandatory inputs or incorrect statement in disclosure forms due to misunderstanding of statement guidelines or typo;
3) Unclear, insufficient, incorrect disclosure statement: disclosure risk resulting from use of jargon or abbreviation hard for laymen to understand, lack of sufficient explanation, inconsistency between real events and disclosure statement;
4) Non-performance of obligation to meet the statutory disclosure due date: disclosure risk resulting from non-compliance with the disclosure due date due to a delay in information forwarding or approval, or a misunderstanding of the disclosure due date;
5) Omission/misstatement/understatement of disclosure items: disclosure risks resulting from omission of a disclosure item due to failure to understand disclosure obligations or misstatement/understatement of information reflecting negatively upon the Company;
6) Risks from the forecast: disclosure risk resulting from a forecast based on false facts or unreasonable assumptions, or associated with intentional misrepresentation or omission of key material items;
7) Leak of undisclosed information: disclosure risk resulting from unauthorized and selective leaking of undisclosed information by an executive/employee to a privileged person;
8) Risks associated with changes to the disclosure system: disclosure risk resulting from changes to statutory provisions governing disclosure, government policy, exchange to which the Company is listed, persons in charge or their responsibilities to relevant regulators or market operators;
9) Replacement of disclosure administrator: disclosure risk resulting from breakdown of information trail, loss of continuity in disclosure administration accompanying replacement of the disclosure administrator;
10) Other disclosure risks that may have a negative impact on disclosure information.
5.2 Business Department
1) Each business department shall inform the disclosure department of disclosure risk that has occurred or may occur in the disclosure administration process and manage disclosure risk properly at the disclosure manager’s instructionto keep it from materializing.
2) Each head of the business department shall list all disclosure risks relevant to the applicable business department and check and manage them properly.
5.3 Disclosure Department
1) The disclosure department shall oversee disclosure risk examination and management across the board within the Company.
2) The head of the disclosure department shall prepare and implement an annual operation plan upon the disclosure manager’s approval to list, check and manage disclosure risks.
3) The head of the disclosure department shall classify key disclosure risks that have a significant impact on the Company separately and check and manage such disclosure risks properly.
6.1 Routine Monitoring
1) Each head of the business department, the head of the disclosure department and the disclosure manager shall check compliance of disclosure administration with the disclosure control system via routine monitoring, perform necessary actions to ensure that vulnerabilities, once identified can be rectified/improved in a timely manner and confirm execution of such actions subsequently.
2) For routine monitoring, employees associated with document approval, reference material submission, requests disclosure information or accounting or audit departments may be interviewed.
7. Prohibition of Insider Trading by Executives/Employees
7.1 General Principles
Executives/employees shall not use undisclosed material information ('undisclosed material information') associated with operations set forth in Article 174.1 of the Act for Transfer of Securities, etc. specified in Article 172.1 of the Act ('Specified Securities, etc.') or other transactions or cause such information to be used by a privileged 3rd party.
7.2 Transaction of Specified Securities, etc. by Executives/Employees
1) When executives/employees intend to transfer or transact specified securities, etc., regardless of use of ndisclosed material information, they shall notify applicable transaction details (type of specified securities, etc., transaction volume, transaction date) to the disclosure manager immediately.
2) The disclosure manager, when notified as in the above and if it is believed that applicable transfer or other transaction is likely to be regarded as using undisclosed material information, shall take necessary actions and the applicable executives/employees shall follow such actions.
7.3 Management of Undisclosed Material Information
1) The CEO or disclosure manager shall take necessary actions to ensure that undisclosed material information is managed as described below:
a) Documents containing undisclosed material information shall be stored in a safe place
accessible only by authorized executives/employees.
b) Executives/employees shall not discuss the undisclosed material information in any place where their conversation may be overheard such as an elevator or hallway.
c) Documents containing undisclosed material information shall be stored in a specially designated and restricted place and discarded by a proper method that makes it unreadable such as shredding.
d) Executives/employee shall keep undisclosed material information under their possession confidential not only to 3rd parties but also within the Company.
e) Electronic transmission of documents associated with undisclosed material information by fax or computer communications shall be performed only in a secure state.
f) Unnecessary reproduction of documents containing undisclosed material information shall be avoided as much as possible and such documents shall be removed from the conference room or work place promptly.
g) Extra copies of documents containing undisclosed material information shall be destroyed completely by a method such as shredding.
2) Executives/employees shall not disclose the undisclosed material information of the Company. However, if it is unavoidable to share undisclosed material information with a counter party to a transaction, legal council or independent auditor, the disclosure manager or the head of the disclosure department shall be consulted in advance and such information shall be shared only to the extent necessary.
3) After an unintentional disclosing of previously undisclosed material information, executives/employees shall inform the head of the disclosure department of the incident without delay.
4) The head of the disclosure department, informed as in the above, shall report to the disclosure manager and take necessary actions such as issuing a fair disclosure upon instruction.
7.4 Undisclosed Material Information of Affiliates
Provisions in Article 7.1 to 7.3 shall be applied mutatis mutandis to prevent undisclosed material information of affiliates of the Company by executives/employees.
7.5 Return of Short-term Transaction Gains, etc.
1) Executives and each of the following employees shall return illicit gains made from the sale of specified securities, etc. within 6 months from their purchase or purchase thereof within 6 months from their sale to the Company in accordance with Article 172 of the Act:
a) Employees engaged in establishing/modification/implementation/disclosure of items
subject to the key issue report in 1.3.13 or other operations associated
b) Employees engaged in finance/accounting/planning/R&D
2) The head of the disclosure department, when requested by a shareholder of the Company (holding shares or equity securities or depository receipts) for the Company to claim gains of executives/ employees on a short-term arbitrage transaction, shall report to the disclosure manager accordingly.
3) The disclosure manager shall be responsible for taking all necessary measures including filing of legal claims against the applicable executives/employees to have the illicit gain returned within 2 months from the request.
4) The disclosure manager shall post each of the following to be disclosed on the website of the Company the notice of the short-term transaction gain from the Securities & Futures Commission ("SFC") unless the gain is returned:
a) Position of person who must return short-term transaction gain;
b) Amount of short-term transaction gain (meaning amount summed up by the executive/employee or majorshareholder);
c) Date of notice of short-term transaction gain from the SFC;
d) Plan to claim short-term transaction gain of applicable corporation;
e) A shareholder of the applicable corporation (holding shares or equity securities or depository receipts) may require the corporation to claim a short-term transaction gain against a person who has made such a gain and file a claim on behalf of the corporation if the corporation fails to file such claim within 2 months from the request.
8. Other Disclosure Controls
8.1 Media Affairs such as Press Release Distribution
8.1.1 Distribution of Press Release
1) Prior to releasing any press information, the head of each business department shall obtain approval from the disclosure manager. If deemed necessary, the disclosure manager shall report to the CEO and follow the CEO’s instructions.
2) The head of the disclosure department, if information to be distributed via applicable press release is subject to fair disclosure in 3.3.1, shall prepare a fair disclosure document, obtain approval from the disclosure manager, and make a fair disclosure in accordance with 3.3.3 and 3.3.4.
The disclosure manager may consult with executives/employees or a 3rd party expert/consultant who has professional expertise in the information to be distributed as a press release when necessary.
8.1.3 Follow-up of Press Releases
After releasing the press information, the head of the business department that produced the press release and the head of the disclosure department shall follow up to check for any inconsistency between media coverage and the press release and take necessary corrective actions upon instruction of the disclosure manager.
8.1.4 Media Coverage, etc.
1) If the mass media wishes to cover the Company, each of the following persons may respond to their inquiries and reports or the disclosure manager may designate another person (i.e. specialist) if unavoidable:
a) the CEO
b) disclosure manager
c) head of the CR department
d) head of the disclosure department
2) The head of the disclosure department, upon receiving a request from the mass media as in the above, shall receive a questionnaire from the applicable media in advance or prepare for potential questions, cause the disclosure manager to review the document, and forward it to the person who will be contacted by the applicable media.
3) The head of the disclosure department shall follow up on the media coverage and report any inconsistency between the facts and media coverage to the disclosure manager and take necessary corrective actions upon instruction of the disclosure manager.
8.2 Market Rumors, etc.
8.2.1 Market Rumors
1) The Company makes it a principle not to comment on market rumors in any way.
2) The disclosure manager or the head of the disclosure department shall confirm if a market rumor is consistent with undisclosed material information by consulting with the applicable business department and, if consistent, take necessary corrective actions to cause the relevant information to be disclosed immediately.
3) The disclosure manager or the head of the disclosure department, even if the market rumor is inconsistent with undisclosed material information but deemed to have a potentially negative impact upon the interests of the Company, shall prepare and execute proper responses.
8.2.2 Demand for Information Disclosure
1) If a shareholder or stakeholder requires the Company to disclose information, the disclosure manager shall decide whether or not to accept such a request by reviewing its legality.
2) If the disclosure manager decides to provide information as set forth in the above, he or she may consult with the legal department or independent legal council as to whether the information in issue may influence an investment decision or share price and, if such information is subject to fair disclosure or influences an investment decision or share price, shall take necessary action to provide information to the applicable requester and disclose it to the general public either concurrently or prior to provision of such information.
8.2.3 Information Meeting
1) When organizing an information meeting such as an investor relations meeting or conference call with (“information meeting”), the head of the business department in charge of the meeting shall report the analysts questions and answers to be discussed and materials to be distributed with the disclosure manager in writing in potential advance and obtain approval.
2) When organizing an information meeting, the head of the business department in charge of the information meeting shall notify the disclosure department of the date, venue and attendees of the information meeting and the head of the disclosure department shall disclose the convocation of the information meeting prior to the meeting date.
3) The head of the disclosure department, if information not disclosed to the general public is provided via a question and answer session of the information meeting, shall take necessary actions to disclose such information to the general public without delay.
8.2.4 Provision of Information via Website and Email, etc.
1) The head of each business department, when providing information relevant to the Company via the company website or email, shall forward such information to the disclosure department for approval of the disclosure manager.
2) 126.96.36.199, 8.1.2, and 8.1.3 shall be applied mutatis mutandis herein, with “press release” and “information provided via press release” substituted by “information provided via website or email.”
9. Supplementary Provisions
1) The disclosure manager shall establish and execute an annual disclosure control system training plan to ensure that all executives/employees of the Company understand the disclosure control system fully and perform applicable activities properly. This applies especially to the business departments that produce disclosure information the most frequently.
2) The head of the disclosure department shall check the schedule of mandatory training programs available from the KRX or the Korea Listed Companies Association and receive such a training program and take necessary actions to disseminate the training contents to relevant executives/employees.
The Company may impose penalties or sanctions upon executives/employees for violation of this Regulation.
This Regulation shall be nullified by the CEO.