Internal information management regulations
Article 1 [Purpose)
This regulation shall be applied to the management of the internal information of the company in order to promptly and accurately disclose information according to the "Capital Market and Financial Investment Business Act" (hereinafter referred to as the "Act") and regulations, and to prevent insider trading by officers and employees. And the like.
Article 2 (Definition of Terms)
(1) The term "internal information" in this Regulation means the disclosure requirements of Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter referred to as the "Disclosure Regulations") of the Korea Exchange (hereinafter referred to as the "Exchange" Property situation, etc., which may affect the investment decision of the investor.
(2) "Officer in charge of disclosure" means a person who is able to perform reporting work on behalf of the company pursuant to Article 2 (4) of the Disclosure Regulations.
③ In this regulation, the term "officers" means the directors (including persons falling under any of the items of Article 401-2 (1) of the 「Commercial Act」) and auditors.
(4) In addition to paragraphs (1) to (3), the definition of terms used in this regulation shall be defined by the terms used in the relevant laws and regulations.
Article 3 (Scope of Application)
Disclosure, insider trading, and internal information management shall be subject to these provisions except as provided in relevant laws or the Articles of Incorporation.
Article 4 (Management of Internal Information)
① Officers and employees shall strictly control the internal information of the company that they have learned in their work, and shall not disclose internal information to the inside or outside of the company except when necessary for business.
② The representative director shall take necessary measures for internal information management, such as setting specific standards for the custody, delivery and destruction of internal information and related documents.
Article 5 (Disclosure Officer)
① The CEO shall declare the person responsible for disclosure and notify the Exchange immediately without delay. The same shall apply when the person responsible for disclosure is changed.
(2) The officer responsible for disclosure shall supervise the tasks related to the establishment and operation of the internal information management system and perform the following duties.
1. Execution of Disclosure
2. Checking and evaluating the operational status of internal information management system
3. Review of internal information and determination of disclosure
4. Measures necessary for the operation of internal information management system, such as education for officers and employees
5. Commitment to department or officer / employee who is in charge of management of internal information or in charge of disclosure
6. Other duties recognized by the CEO as necessary for the operation of the internal information management system
③ The officer in charge of disclosure shall be authorized to perform the following duties.
1. The right to request and view the submission of various documents and records related to internal information
2. The department responsible for accounting or auditing, or any other business related to the creation of internal information
The officer of the department in charge, the right to listen to the necessary comments from the staff
④ The officer in charge of disclosure can consult with the officer in charge of carrying out the duties, if necessary, and can seek the assistance of experts at the expense of the company.
⑤ The disclosure officer shall regularly report to the CEO (or the board of directors) the status of the internal information management system.
Article 6 (Disclosure Person)
① The CEO shall notify the Exchange immediately without delay. It is also the same when the disclosure officer is changed.
(2) The disclosure officer shall be under the direction of the disclosure officer in relation to internal information management and shall perform the following duties.
1. Collecting and reviewing internal information and reporting to the person in charge of disclosure
2. Duties necessary for execution of disclosure
3. Identification of matters necessary for the management of internal information, such as changes in laws and regulations related to disclosure;
4. Other matters deemed necessary by the CEO or the officer in charge of disclosure
Article 7 (Concentration of Internal Information)
① The officers and the heads of the respective departments shall provide timely disclosure officers with information about any of the following cases:
1. Internal information occurs or is expected to occur
2. If there is a reason for cancellation or change of internal information,
3. If there is a request from the disclosure officer
(2) The disclosure officer and the representative director shall efficiently establish the information delivery system within the company in order to timely provide the internal information pursuant to Paragraph (1), and if necessary, cooperate with the disclosure officer in the approval process of the matters related to the disclosure obligations .
Article 7-2 (Management of Largest Shareholder-Related Information)
The disclosure officer should disclose relevant facts to the largest shareholder and establish an information delivery system so that the relevant information can be delivered in a timely manner in order to smoothly carry out disclosure tasks related to disclosure requirements and disclosure requirements related to the largest shareholder.
Article 7-3 (concentration of internal information of subsidiaries)
① The Company shall cause the subsidiary company to immediately notify the disclosure officer of the Company or the disclosure officer if internal information related to the disclosure requirements arises or is expected to occur in the subsidiary.
② In order to efficiently manage the internal information related to the disclosure obligations pursuant to Paragraph 1, the Company shall have a person who manages disclosure related information in the subsidiary company and subsidiary company. If designation or change is made, the company shall notify the disclosure officer or disclosure officer Shall be notified immediately.
(3) The Company may require subordinate companies to submit relevant materials within the scope of disclosure requirements.
Article 8 (Providing Internal Information Outside)
① If officers and employees must inevitably provide internal information to the company's counterparts, external auditors, agents, or those who have concluded consulting agreements such as corporate legal advice, management advice, etc., Should be reported.
(2) In case of Paragraph (1), the disclosure officer shall take necessary measures, such as concluding a contract to maintain confidentiality of related internal information.
(3) In case of providing internal information pursuant to Paragraph (1), if there is an obligation to disclose the fairness, it shall be disclosed without delay (except in cases where the exception to Article 15 of the Disclosure Regulations applies).
Article 9 (Types of Disclosure)
The disclosure of the Company is divided into the following.
1. Report and disclose major management information pursuant to Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Disclosure in accordance with Article 2, Section 2 of Part 1,
3. Disclosure of fairness pursuant to Section 3, Section 2, Part 1,
4. Disclosure Regulations In accordance with Article 3 of Part 1,
5. Submission of securities declaration, etc. pursuant to Chapter 1 of Part 3 of the Act
6. In accordance with the provisions of Articles 159, 160 and 165 of the Act and the business reports in accordance with Article 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Submission of the report of major matters under Article 161 of the Act
8. Disclosure in accordance with other laws and regulations
Article 9-2 (Confirmation of disclosure target)
In order to judge whether or not disclosure requirements including fair disclosure are to be made in accordance with this regulation, care should be taken to include matters that have a significant effect on the stock price or investment decisions under Article 6, Paragraph 1, Item 4 of the Disclosure Regulations .
Article 10 (Execution of Disclosure)
(1) The disclosure officer shall prepare the necessary information in the event of the disclosure specified in Article 9 and provide the necessary documents and report it to the disclosure officer.
(2) The person responsible for disclosure shall review whether the contents of paragraph (1) and documents are not in violation of relevant laws and regulations, and report the information to the representative director.
Article 10-2 (Rapid Implementation of Disclosure)
The disclosure officer shall make every effort to ensure that the relevant internal information is disclosed in a timely manner even if the disclosure is made pursuant to Article 9, in accordance with the disclosure rules.
Article 11 (Post-Action after Disclosure)
The disclosure officer and the disclosure officer shall take corrective measures to rectify such disclosure, if there is an error or omission in the disclosure, or if they want to cancel or change the disclosure, in accordance with Article 30 of the Regulations.
Article 12 (Media coverage, etc.)
① If there is a request from a media company to report to the company, the representative director or the officer in charge of disclosure shall respond in principle. If necessary, the officers and staff of relevant departments may be allowed to respond.
② If the company intends to distribute press materials to media companies, it should consult with the person in charge of disclosure. The disclosure officer shall, if necessary, report to the Representative Director the matters relating to the distribution of the press release.
(3) The disclosure officer shall disclose the contents of the press release distributed pursuant to Paragraph (2) until the release of the press release, if it falls under the fair disclosure target.
④ Officers who have been informed that the media reports are different from the facts should report them to the disclosure officer. The disclosure officer shall report the matter to the representative director and take necessary measures.
Article 12-2 (Confirmation of Press Release Content)
Disclosure Officer. Disclosure officer and Internal Information Disclosure Department routinely check the company-related reports of media companies and take measures to rectify any facts that are different from the facts.
Article 13 (Business briefing session)
① The CEO shall recognize the fact that IR activities are the management responsibilities of KOSDAQ listed companies and shall endeavor voluntarily and consistently to hold company briefings and build trust with investors.
② Company briefing about management contents, business plans and prospects of the company should be held in consultation with the person in charge of disclosure.
③ The disclosure officer or disclosure officer shall disclose the date, place, and briefing session of the company briefing session until the day before the meeting and post the relevant data in the Exchange public disclosure submission system until the presentation.
④ All officers and employees of the company should be careful not to disclose any information not disclosed in the fair disclosure subject information during the company briefing process.
Article 13 (2)
① The disclosure officer should confirm whether the contents of the story are true or not, by inquiry of related business department if there is a rumor in the market.
(2) As a result of the confirmation under Paragraph (1), if the relevant information is required to be disclosed pursuant to the disclosure rules, relevant information shall be disclosed.
Article 13-3 (Request for information)
① When disclosure of information related to the company is requested from shareholders and stakeholders, the disclosure officer should review the legality of the request and decide whether to provide relevant information.
(2) The disclosure officer may hear opinions from the Legal Department or external legal experts on whether the information requested to be provided in order to determine whether or not to provide information may affect the investor's investment decisions and share price.
(3) Where information is provided pursuant to the provisions of paragraph (1), Article 12 (3) shall apply mutatis mutandis.
Article 14 (Return of Profit on Short Sale)
① An officer and an employee prescribed by Article 172, Paragraph (1) of the Act and the Enforcement Decree of the Enforcement Decree of the Act shall sell or sell the specified securities, etc. specified in Article 172 (1) of the Act (hereinafter referred to as " (Hereinafter referred to as "short-term trading profits") to the Company if the Company acquires profits by buying within six months of the date of sale.
(2) The shareholders of the Company (including those who own equity securities or securities deposited securities other than sovereigns, the same shall apply hereinafter in this Article) shall make a request for the return of short-term trading profits to the person who obtained the short- If requested, the Company shall take necessary measures within two months from the date of receipt of the request.
(3) If the Securities and Futures Commission notifies the Company of the occurrence of short-term trading gains pursuant to Paragraph (1), the disclosure officer shall immediately disclose the following matters on the Company's Internet homepage.
1. The status of the person who should return short-term trading gains
2. Amount of short-
3. Date of notification of short-term trading gains from Securities and Futures Commission
4. Plan to return short-term profit
5. A shareholder of the Company may require the Company to request the return of short-term trading profits to the person who has earned the short-term trading profits. If the Company does not make the request within two months from the date of the request, To be able to charge for
(4) The disclosure period set forth in Paragraph (3) shall be from the date of notification of the occurrence of short-term trading gains from the Securities and Futures Commission until the first day of the two-year or return of short-term trading gains.
Article 15 (Notification of Sale of Certain Securities, etc.)
An officer and an employee prescribed by Article 172 (1) of the Act and the Enforcement Decree of the Enforcement Decree (194) shall notify the disclosure officer of the facts of the sale or other transaction of a specific security.
Article 16 (Prohibition of Use of Unlisted Important Information)
Employees shall not use undisclosed material information (including undisclosed material information of affiliated companies) prescribed in Article 174 (1) of the Act for trading or other transactions of specified securities, or for making them available to others.
Article 17 (Education)
① The disclosure officer and the disclosure officer must complete the education related to the disclosure duties under Article 36 and Article 44 (5) of the Public Disclosure Regulations, and the disclosure officer shall notify the relevant officers and employees of the contents of the education.
② The Representative Director shall make sufficient efforts to the officers and employees, such as the provision of Articles 14 through 16, and the implementation of education to prevent insider trading prescribed by other laws.
Article 18 (Opening and Closing of the Regulations)
The revision or abolishment of these regulations shall be made by the representative director.
Article 19 (Publication of Regulations)
These regulations shall be published on the website of the Company. The same shall apply when the Regulations are revised.
Amendment: This regulation shall come into effect on June 21, 2018.