CHAPTER I. GENERAL PROVISIONS
Article 1 Company Name
The name of the Company is, in Korean, HYUNDAI Glovis Chusik Hoesa and in English, HYUNDAI Glovis Co., Ltd. (abbreviated as "Glovis", hereinafter referred to as the "Company").
Article 2 Purpose
The purpose of the Company is to engage in the following business activities.
1. Land, sea and air freight transportation and related services
2. Freight forwarding business
3. Operation of logistics center and related services
4. Cargo packing
5. Air, land and ocean freight handling business and related services
6. Common and complex logistics business
7. Manufacturing, leasing, and operation of logistics equipments and containers and related services
8. Leasing of industrial machine and equipments
9. Leasing delivery equipments
10. Courier business
11. Logistics education business
12. Logistics consulting business
13. Leasing and maintenance of real property
14. Insurance brokerage and distributorship
15. Export, import and sales of automobile, automobile parts and machinery
16. Automobile servicing business
17. Sales and purchase of used cars and automobile wreckage business
18. Manufacturing and sales of automobile parts; telemarketing; agency sales
19. Sales of petroleum, petroleum related products and related products
20. E-commerce and internet related business
21. Recycling environmental business
22. Engineering and construction
23. Publishing related to logistics
24. Digital media business related to logistics
25. Sale on commission
26. Material and parts purchase agency
27. Installation of machines and facilities
28. Mail and package delivery services
29. Dock unloading business
30. Marine transportation business
31. Collection and processing of wastes
32. Anti-rust and manufacturing of other chemical products
33. Manufacturing of wrapping wood containers and mats
34. Engineering business related to machines and facilities
35. Used car auctioning
36. Automobile registration agency
37. Maintenance of facilities
38. Telemarketing through catalogue, computers etc.
39. Warehouse business
40. Anti-rust processing business
41. Manufacturing and sales of automobile body and trailers
42. Parking lot management
43. Other specialized wholesale business
44. Other wholesale business of industrial intermediate goods and recycling materials
45. Domestic and overseas resources development and sales business
46. Port and other maritime terminal operation
47. Vessel Management
48. Trial Packaging, Research, Service
49. Business relevant to online used car deals
50. Electric vehicle and associated charging infrastructure operations, control services
51. High pressure gas storage & transportation
52. Dangerous substance storage & transportation
53. Wholesale of gaseous fuels and related products
54. Gas stations for transportation equipment
55. Robot manufacturing, import and export, distribution, lease and rental, maintenance, and related services
56. Software consulting, development, supply, maintenance, and related services
57. Hydrogenㆍammonia power generation business and additional business related to carbon neutral
58. Any other business ancillary to the foregoing
Article 3 Location of the Head Office
(1) The head office of the Company shall be located in Seoul, Korea.
(2) Branches, sub-offices or local subsidiaries may be established within or outside Korea as required, by resolutions of the Board of Directors of the Company (hereinafter referred to as the "Board of Directors").
Article 4 Public Notices Method
Public notices by the Company shall be made by publishing them on web homepage of the Company(www.glovis.net); provided, however, that if publication on web homepage is not possible (e.g., computerized disorder, etc.), it can be made by publishing them in the Korea Economy Daily, a daily circulation newspaper published in Seoul, Korea.
CHAPTER II. SHARES
Article 5 Authorized Shares
The total number of shares which the Company is authorized to issue (hereinafter referred to as the "Authorized Shares") is two hundred million (200,000,000) shares.
Article 6 Par Value Per Share
The par value of the Authorized Shares shall be five hundred (500) Won per share.
제Article 7 Shares Issued at the Time of Establishment of the Company
The total number of shares to be issued by the Company at the time of its establishment shall be two hundred fifty thousand six hundred (250,600) shares.
Article 8 Types of Share
The Company's types of share shall be Registered Common Stock.
Article 8-2 Electronic Registration of Rights to be indicated on Shares and Sub ion Right Certificates to New Stocks
The Company shall electronically register the rights to be indicated on shares and sub ion right certificates to new stocks in the electronic registration account book of the electronic registration authority; instead of issuing Stock Certificates and Sub ion Right Certificate to New Stocks.
Article 9 Preemptive Right
1. Where new shares are issued by initial public offering or where underwriters are made to underwrite new shares in accordance with the Financial Investment Services and Capital Markets Act (“FSCMA”) within the limit of 20/100 of the total issued and outstanding shares as of after the initial public offering;
2. Where the Company issues new shares preferentially to the members of the Employee Stock Ownership Association, in accordance with Article 165-7 of the FSCMA
3. Where new shares are issued by general public offering pursuant to approval of the board of directors in accordance with the FSCMA within the limit of 10/100 of the total issued and outstanding shares as of after the general public offering; and
4. Where new shares represented by depositary receipt (“DR”) are issued in accordance with the FSCMA, within the limit of 10/100 of the total issued and outstanding shares as of after the DR issuance.
Article 9-2 Equal Dividends
The Company shall allocate dividend based equally for shares of the same class, regardless of the date of issue.
Article 10 Alteration of Entry
(1) The Company shall retain a transfer agent for shares.
(2) The transfer agent, the location where its services are to be rendered and the scope of its duties shall be determined by a resolution of the Board of Directors of the Company.
(3) The shareholders registry of the Company or its counterpart shall be placed at the location where the transfer agent’s services are to be rendered, and the electronic registration of shares, management of shareholders registry, and other matters relating to shares shall be performed by the transfer agent.
(4) Those activities by the transfer agent described in Paragraph (3) above shall be performed in accordance with the pursuant to the relevant business regulations prescribed by the transfer agent.
Article 11 Preparation·Placement of a Shareholders List
(1) When the company receives a notice of owner's details from an electronic registration agency, it shall prepare and keep a list of shareholders by stating the details of the notice and the date of the notice.
(2) The company may request the electronic registration agency to prepare owner's specifications if necessary, such as changes in the status of shareholders (including special stakeholders) with a stake of at least 5%.
Article 12 Record Date of Shareholders Registry
(1) The Company shall deem the shareholders who are registered in the shareholders registry as of the last date of each fiscal year as the ones who are entitled to exercise the rights at the relevant ordinary General Meeting of Shareholders pertaining to that fiscal year.
(2) The Company may, in the case of convention of an extraordinary General Meeting of Shareholders or in any other necessary cases, determine the shareholders who are registered in the shareholders registry as of a certain record date designated by a resolution of the Board of Directors as the shareholders who are entitled to exercise their rights. The Company may suspend entry into the shareholders registry and designate the record date at the same time, if it is deemed necessary by the Board of the Directors. The Company shall give at least two weeks' prior public notice in such cases.
CHAPTER III. BONDS
Article 13 Issuance of Bonds
The Company’s bonds can be issued with the resolution of the Board of Directors.
Article 13-2 Electronic Registration of Rights to be indicated on Corporate Bonds and Sub ion Right Certificates to New Bonds
The Company shall electronically register the rights to be indicated on the corporate bond right and the sub ion right certificate to new bonds in the electronic registration account book of the electronic registration authority; instead of issuing corporate bonds and sub ion right certificates to new bonds. However, in the case of Corporate bonds, electronic registration may not be made except for listed bonds, etc., which are required to be registered electronically under relevant regulations.
Article 13-3 Regulation Applicable regarding Corporate Bond Issuance
Article 10 shall be applied in the case of Corporate Bond Issuance.
CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS
Article 14 Convening of General Meetings
(1) An ordinary General Meeting of Shareholders shall be held within three (3) months after the end of each fiscal year. An extraordinary General Meeting of Shareholders may be convened at any time when necessary in compliance with resolutions of the Board of Directors and applicable requirements of Korean laws.
(2) Except for those agenda which have been notified to the shareholders in advance, no other agenda shall be resolved at a General Meeting of Shareholders, unless all shareholders agree otherwise.
(3) All General Meeting of Shareholders shall be held at the head office of the Company or at a near-by place to the head office, if necessary.
(4) Unless otherwise specified by law or regulation, the General Meeting of Shareholders shall be convened by the Representative Director or by a Director authorized by the Representative Director.
Article 15 Notice and Public Notice of Convening of General Meetings; Proceedings
(1) In convening a General Meeting of Shareholders, a written notice or electronic document thereof, which sets forth the time, date, place and agenda of the meeting, in Korean and English, shall be sent to each shareholder at least two (2) weeks prior to the date of the meeting.
(2) The written notice to shareholders holding not more than one percent of the total number of issued and outstanding voting shares may be replaced by public notices made at least twice in Korea Economy Daily Newspaper and Mail Economy Daily Newspaper or by public notices made in Data Analysis, Retrieval and Transfer (“DART”) System operated by Korea Exchange at least two (2) weeks prior to the meeting.
(3) The proceedings for the General Meeting of Shareholders shall be held in Korean and English. An English translation of the documents related to the General Meeting of Shareholders shall be provided to foreign shareholders.
Article 16 Chairman
The Representative Director shall be the Chairman of the General Meeting of Shareholders. In his absence, the Director designated by the Representative Director shall be the Chairman. If there is no such designation, a director appointed through resolution of the board of directors shall perform the duties of the Chairman.
Article 17 Voting by Proxy
A shareholder may exercise his vote by proxy. In such case, the proxy shall present documents evidencing his power of representation prior to the opening of the General Meeting of Shareholders.
Article 17-2 Written Voting
(1) Shareholders may exercise their voting rights in writing without attending the General Meeting of the Shareholders.
(2) The Company shall attach the necessary document and reference materials necessary for the exercise of voting rights to the notice convening the General Meeting of the Shareholders.
(3) Shareholders desiring to exercise their voting rights in writing shall submit materials necessary for the exercise of voting rights in writing by the day prior to the General Meeting of the Shareholders.
Article 18 Quorum and Method of Resolutions
(1) Except as otherwise provided by laws, regulations or the Articles of Incorporation, all resolutions of the General Meeting of the Shareholders shall be adopted by the affirmative vote of a majority of voting rights of shareholders present at the meeting and representing at least one-fourth (1/4) of the total issued and outstanding shares.
(2) Each share shall have one (1) vote.
Article 19 Maintenance of Order
The Chairman of a General Meeting of Shareholders may order persons who seriously disturb the orderly proceeding of the meeting (e.g., who speak or behave with an intention to obstruct the proceedings of the meeting) to stop a speech or to leave the place of the meeting, and may restrict the time and number of speeches of a shareholder as deemed necessary for the purpose of harmonious progress of the proceeding of the meeting.
Article 20 Minutes of General Meetings
The substance of the course of the proceedings of a General Meeting of Shareholders and the results thereof shall be recorded in minutes in the Korean and English languages, which shall bear the names and signatures or seals thereon of the Chairman and of the Directors present at the meeting, and shall be preserved in the Company.
CHAPTER V. DIRECTORS & BOARD OF DIRECTORS
Article 21 Election
(1) The members of the Board of Directors shall be elected at and by the General Meeting of Shareholders. However, an Outside Director shall be elected at the General Meeting of Shareholders after being recommended by the Outside Director Nominee Recommendation Committee in accordance with Article 542-8 of the Commercial Code.
(2) The members of the Board of Directors shall be elected by the affirmative vote of a majority of voting rights of shareholders present at the meeting and representing at least one-fourth (1/4) of the total issued and outstanding shares.
(3) If two (2) or more Directors are being elected, a shareholder may exercise one (1) vote for each of his share. The cumulative voting system under Article 382 of the Commercial Code shall not apply in case of electing two (2) or more Directors.
Article 21-2 Qualifications of the Outside Director
An Outside Director shall be qualified in accordance with Article 542-8 Clause 2 of the Commercial Code and have professional knowledge or experience in business, economics, law, or any related technology, and good reputation.
Article 22 Number of Directors
(1) The Company shall have more than three but below nine members of the Board of Directors, of which more than a half shall be Outside Directors.
(2) The board of directors of this company shall not comprise all directors of a specific gender.
Article 23 Term of Office
(1) The term of office of the Directors shall not exceed three (3) years, provided, however, that if the term of office expires before the ordinary General Meeting of Shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such ordinary General Meeting of Shareholders.
Article 24 Dismissal of Directors and Vacancy
(1) The Dismissal of Directors shall be made in accordance with Articles 385 of the Commercial Code.
(2) On the occurrence of any one of the following events to a Director, the office of the Director, as the case may be, shall become vacant.
(2-1) Submission of resignation to the Company;
(2-2) Declaration of bankruptcy;
(2-3) Declared to be an incompetent or quasi-incompetent; or
Article 25 Filling Vacancy in the Office of Director
(1) A vacancy in the office of Director shall be filled by resolution of a General Meeting of Shareholder. However, the Company shall defer or extend the supplementary election until the next Annual General Meeting if there is no conflict against the regulation regarding number of directors and disruption to conduct business.
(2) The term of office of a member of the Board of Directors elected to fill a member of the Board of Directors vacancy shall be the remainder of the term of office of his predecessor.
Article 26 Duties of Directors
(1) A Director is a member of the Board of Director and has the authority to participate in the management decisions concerning the Company’s business and to supervise the performance of mangers through the Board of Directors.
(2) In the event that a Director becomes aware of any facts which may cause substantial losses to the Company, he must immediately report it to the Audit Committee.
(3) A Director shall faithfully carry out his duties for the Company in accordance with laws, regulations and the Articles of Incorporation.
Article 27 Compensation of Directors
(1) The amount of compensation and work-related expenses for Directors shall be determined by the Board of Directors within the ceiling of the payments determined at a General Meeting of Shareholders.
(2) The payment amount, method and timing for incentive payments such as bonuses and performance rewards shall be determined by the Board of Directors after taking into consideration various factors such as business results, profit increase, etc.
(3) Severance payments for Directors shall be made in accordance with the Regulation on Severance Payment for Officers to be separately adopted.
Article 28 Liabilities of Directors
(1) For dereliction of duty, etc., the Directors shall be liable to third parties as specified under laws and regulations such as the Commercial Code.
(2) A Director may be exempt from liability by the resolution of the General Meeting of Shareholders pursuant to Article 399 of the Commercial Code with respect to any amount exceeding 6 times (3 times for an Outside Director) the compensation the Director has received within 1 year from the date of his action causing such liability.
(3) All litigation fees, other losses, damages and liabilities of the Directors of the Board of Directors of the Company arising from their performance of duties shall be indemnified by the Company, unless such losses, damages or liabilities were attributable to the relevant Director’s malice or violation of their duties due to gross negligence or unless the indemnification by the Company is not permitted by laws and regulations.
Article 29 Committees within the Board of Directors
1. Proposal of an agenda which requires approval of the General Shareholders Meeting
2. Appointment and Dismissal of the Representative Director
3. Establishment of a committee and appointment and dismissal of its members
4. Other matters decided by the Board of Directors
Article 30 Outside Director Nominee Recommendation Committee
More than a half of the members of the Outside Director Nominee Recommendation Committee shall be Outside Directors. The Outside Director Nominee Recommendation Committee recommends Outside Director nominees to be elected at the General Meeting of Shareholders.
Article 31 Constitution and Authority of the Board of Directors
1. Approval of the annual budget, capital investment plan and business plan or agreeing to any material variation to or departure from the original budget, capital investment plan and/or business plan;
2. Any borrowing of funds in excess of US$5 million or any lending of funds or providing guarantee in excess of US$1 million;
3. Entering into, amending or terminating any agreement or transaction with any shareholder or its affiliates (excluding (i) entering into any agreement which needs to be conducted on an urgent basis, subject to ratification by the Board, and (ii) entering into, amending or terminating any agreement or transaction within the Company’s ordinary course of business);
4. Commencing, settling or withdrawing litigation where the amount involved exceeds US$ 1 million;
5. Entering into, amending or terminating any employment agreement or consulting agreement with any person with the value of agreement in excess of US$500,000;
6. Selection or dismissal of external auditor;
7. Any change of accounting policies;
8. Adoption or modification to the Company regulation concerning the Board of Directors or any other material corporate governance and operation related regulations;
9. Investment into Hyundai Motor Company or its affiliates;
10. Preparation of annual profit distribution plan;
11. Appointment and removal of the Representative Director;
12. Any merger;
13. Any joint venture or material cooperation arrangements with a value in excess of US$10 million;
14. Amendment to the Articles of Incorporation; and
15. Any other matters the adoption of which requires a special resolution at a General Meeting of Shareholders under the applicable laws.
Article 32 Convening of Meetings; Proceedings; and Method of Resolution
(1) Meeting of the Board of Directors may be called at the request of each Director; except in the case when a Director is previously designated for the convening by the Board of Directors. In convening a meeting of the Board of Directors, a written notice thereof in Korean and English shall be given to each Director one (1) week prior to the date of the meeting; provided, however, that if there is a written consent of all Directors, a meeting of the Board of Directors may be convened at any time without following the foregoing convening procedure.
(2) A meeting of the Board of Directors where all Directors participate in adopting resolutions by way of communication means which can transmit and receive pictures and voices simultaneously is permitted, even though all or some Directors may not necessarily attend the meeting in person. In such case, the relevant Directors shall be deemed to have directly attended the meeting in person.
(3) The proceedings for the meetings of the Board of Directors shall be held in Korean and English. An English translation of the documents related to the meeting shall be provided to foreign shareholders.
(4) Except as otherwise provided by laws, regulations or the Articles of Incorporation, resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of the Directors present at a meeting where a majority of all Directors in office are present; provided, that a Director who has a special interest in a particular resolution shall not be able to exercise his voting rights.
Article 32-2 Special Resolution
Each of the following actions shall be adopted by the affirmative vote of at least eight (8) members of the Board of Directors
1. Acquisition or transfer of shares, business or assets (including vessels and operating leases therefor) exceeding US$15 million, except for investment in securities of non-logistics companies belonging to the Hyundai Motor Company or its affiliates;
2. Issuance of new shares or any securities convertible into or exchangeable for shares, or issuance of bonds with warrants, or granting of rights or options to subscribe for or purchase shares or bonds convertible into or exchangeable for shares;
3. Any borrowing of funds in excess of US$15 million or any provision of guarantee or indemnity in excess of US$1 million;
4. Any lending of funds in excess of US$1 million;
5. Entering into, amending or terminating any agreement in excess of US$15 million, (excluding (i) any agreements with Hyundai Motor Company or it affiliates within the Company’s ordinary course of business and (ii) any logistics contracts (including transportation service contracts) within the Company’s ordinary course of business);
6. Commencing or consenting to bankruptcy, liquidation, dissolution, composition or corporate reorganization proceedings or other similar proceedings
7. Establishment, acquisition or disposition of subsidiaries or joint venture companies, excluding affiliates and subsidiaries established or to be established outside Korea in connection with the provision of logistics service to Hyundai Motor Company or its affiliates;
8. Matters related to employee stock options;
9. A capital expenditure or other expenditure in excess of US$15 million, excluding the types of transaction specified in 1. through 8. above;
10. Distribution of profits or earned surplus or establishment of reserves, excluding those that are required under relevant laws and regulations;
11. Any merger;
12. Any joint venture or material cooperation arrangements with a value in excess of US$10 million;
13. Amendment to the Articles of Incorporation; and
14. Any other matters the adoption of which requires a special resolution at a General Meeting of Shareholders under the applicable laws.
Any monetary threshold as stated in this Article 32-2 shall be deemed adjusted automatically on September 30 of each year in proportion to the growth rate of the shareholder equity (i.e., net asset amount) from the immediately preceding fiscal year of the Company; provided, however, that any growth to the shareholder equity attributable to the initial public offering of the Company shall not be taken into consideration for such adjustment.
Article 33 Representative Director
The Representative Director shall be elected by the Board of Directors. The Representative Director shall represent the Company.
Article 34 Chairman
(1) Each year, the Board of Directors shall elect the Chairman of the Board of Directors (whose term of office shall be a one (1) year) at the first meeting of the Board of Directors held after the annual ordinary General Meeting of Shareholders.
(2) If the Chairman cannot attend the meeting of the Board of Directors because of an unavoidable reason, the Chairman may designate a temporary Chairman among the Directors who shall carry out the duties of the Chairman.
(3) In order to prepare for a situation where the Chairman is absent from a meeting of the Board of Directors without designating a temporary Chairman, the Board of Directors may establish the order of priority among the Directors who shall perform the duties of the Chairman in his absence.
Article 35 Agenda
The Chairman shall present the agenda for the meeting of the Board of Directors; provided, however, that if the other Directors desire to propose an agendum, the relevant Director shall submit the gist of the agendum to the Chairman.
Article 36 Minutes
The meetings of the Board of Directors shall be recorded in minutes in the Korean and English language, and in these minutes, the agendum and the substance of the course of the proceedings and the results thereof, and the name of Director in opposition of the decision and the reason therefor shall be recorded. Further, these minutes shall bear the names and signatures or seals thereon of the Chairman of the Board of Directors and all other members of the Board of Directors present at the meeting.
Article 37 Management
(1) The Company may have mangers in order to carry out the resolutions adopted by the Board of Directors.
(2) The matters related to the managers shall be separately specified in a regulation of the Board of Directors.
Article 38 Advisors
(1) The Representative Director may commission advisors and consultants, if necessary for the business.
(2) The Representative Director may determine and pay the compensation or work-related expenses to the advisors and consultants at the level equivalent to the managers.
CHAPTER VI. AUDIT COMMITTEE
Article 39 Composition and Authority of the Audit Committee
(1) The Audit Committee shall be composed of three (3) or more Directors of whom two-thirds (2/3) or more shall be Outside Directors. At least One (1) member shall be an accounting or finance professional as required pursuant to the Commercial Code. In case the total number of the Outside Directors falls below the Audit Committee composition requirement due to vacancy, the requirements shall be met in the first General Shareholders Meeting convened after such occurrence.
(2) An audit committee member shall be appointed among directors who were appointed as directors at the general shareholders' meeting. In such cases, one of the members of the Audit Committee shall be appointed as a director who becomes a member of the Audit Committee separately from other directors by resolution of the general shareholders' meeting. Members of the Audit Committee who have been appointed separately shall lose both the position of directors and members of the Audit Committee when they are dismissed by a resolution of the general shareholders' meeting under the Commercial Act.
(3) The appointment and dismissal of an Audit Committee member who is an Outside Director is decided by the resolution of the General Shareholders Meeting. A shareholder owning more than 3% of the total issued shares shall not be able to exercise his voting rights in respect to those shares in excess of 3% of the total issued and outstanding shares at the General Shareholders Meeting.
(4) An Audit Committee member who is not an Outside Director shall meet the requirements of the Commercial Code and his appointment and dismissal shall be decided by the resolution of the General Shareholders Meeting.
(5) By a resolution of the Audit Committee, the Audit Committee shall appoint the person who will represent the Audit Committee. Its chairman shall be an Outside Director. There may be more than one (1) representative.
Article 40 Duties of the Audit Committee
(1) The Audit Committee shall audit the performance of Directors.
(2) The Audit Committee shall audit the Company’s accounting and general operations and prepare an audit report regarding the year-end financial statements and report it at the General Shareholders Meeting.
(3) The Audit Committee may request account records and documents related to accounting at anytime, and may request to make a report on its operations to Directors or inspect the Company’s operation and financial condition.
(4) The Audit Committee may state its opinion when present at the Board of Directors Meeting.
(5) The Audit Committee shall report to the Board of Directors when a Director is recognized to act in violation of the law or Articles of Incorporation, or is likely to take a similar action in the future.
(6) The Audit Committee shall report to the General Shareholders Meeting whether there is a matter that is violating the law or Articles of Incorporation, or else a matter unjustified among those that will be proposed by the Director at the General Shareholders Meeting.
(7) The Audit Committee may request the Company’s subsidiary to make a report on its operations, if the Audit Committee determines such reporting is necessary. In such a case, if the subsidiary fails to immediately make such a report as requested or the Audit Committee deems it necessary to verify the content of the report made by the subsidiary, the Audit Committee shall have the right to inspect that subsidiary’s operations and status of assets.
(8) The Audit Committee shall select and request for the dismissal of the Company's External Auditor.
(9) The Audit Committee may request the Board of Directors to convene an extraordinary General Meeting of Shareholders in writing, stating the agenda and the reason for the meeting. In addition, the Audit Committee may also ask for professional assistance at the Company’s expense.
Article 40-2 Appointment of External Auditors
In accordance to Act on External Audit of Stock Companies, the Company shall appoint External Auditor selected by the Audit Committee and shall report such fact at an ordinary general meeting convened in the same year of appointing, or shall notify or publicly announce such fact to shareholders , as prescribed by External Audit of Stock Companies Act Enforcement Decree.
Article 41 Minutes of the Audit
The Audit Committee shall prepare minutes of audit with respect to the audit conducted by it. The minutes of audit shall be provided in Korean and English, signed and sealed by or shall bear the signatures of, the Audit Committee members who have conducted such audit. The total number of the members that conducted the audit, including the representative of the Committee, shall be more than half of the total number of its members.
CHAPTER VII. ACCOUNTING
Article 42 Fiscal Year
The fiscal year of the Company shall commence on 1 January of each year and shall end on 31 December of such year.
Article 43 Preparation and Maintenance of Financial Statements
1. When there is an external auditor’s comment saying that the documents in Paragraph (1) reflects the financial condition and business results accurately, in accordance with the law and Articles of Incorporation. 2. With unanimous consent of the Audit Committee members.(4) When the Board of Directors approves in accordance with Paragraph (3), the Representative Director shall report the details of the documents mentioned in Paragraph (1) at the General Shareholders Meeting.
Article 44 Payment of Dividends
(1) Dividends shall be paid to the shareholders or pledgees of shares who are registered in the shareholders registry as of the end of each fiscal year; provided, that profits may be distributed to shareholders in money as of the end of 3months, 6months, 9months after the beginning of the fiscal year pursuant to a resolution of the Board of Directors.
(2) Dividends may be paid in either cash or shares. Share dividends shall be based on the par value of the shares, and if the Company has issued several types of shares, it can be made in each of the same type of shares.
(3) The right to claim dividends shall be extinguished if the right is not exercised within five (5) years.
(4) After the expiration of the period set forth in Paragraph (3) above, unclaimed dividends shall revert to the Company.
CHAPTER VIII. OTHERS
Article 45 Board of Directors approval on safety and health plans, etc.
(1) The CEO shall formulate a plan for the safety and health of the company every year as prescribed by the relevant statutes, such as the Industrial Safety and Health Act.
(2) The company shall report the safety and health plan under paragraph (1) to the board of directors and obtain approval.
Article 1 Regulations
The Company may adopt, by resolution of the Board of Directors, regulations as may be required for the administration of the Company.
Article 2 Application
Matters not specifically provided for herein shall be in conformity with the Korean Commercial Code or other laws and regulations.
Article 3 Effective Date
The effective date of the Articles of Incorporation shall be from the date of resolution at the Annual General Meeting for FY 2021.