Corporate Governance

Committees in the Board of Directors

Committee Object and Authority Member Regulations
Audit Committee

The Audit Committee is organized to conduct audits under the relevant laws and regulations and the company’s articles of association.

The committee audits the Board in fulfilling its responsibilities and company’s accounting and resolves the appointment of an external auditor

Choi, Woo Seok, outside director
Lee, Yoon Jung, outside director
Kim, Yong Rae, outside director
Regulations
Nomination and Remuneration Committee

The Nomination and Remuneration Committee is organized to recommend the company's outside director candidates, establish the compensation policy and ensure the objectivity and transparency of the compensation level.

The committee decides candidates to be appointed as outside directors at the general shareholders’ meeting by verifying their qualifications and capabilities, resolves directors’ compensation limit and deliberates on the company’s performance evaluation and compensation system.

Shin, Hyun Sik, non-executive, non-outside director
Lee, Yoon Jung, outside director
Kim, Yong Rae, outside director
Regulations
ESG Committee

The Governance Committee deliberates on and decides large-scale internal trading under the Fair Trade Act of the Board of Directors and plays a role in pre-deliberating
management issues/matters affecting shareholder value among the issues/matters requiring the resolution of the Board of Directors.

Lee, Yoon Jung, outside director
Choi, Woo Seok, outside director
Kim, Yong Rae, outside director
Regulations
Financial Committee

The Finance Committee is organized within the board of directors under the company’s articles of association.

The committee decides financial matters delegated by the board of directors such as stock acquisition, borrowings, and investment decisions.

Kim, Jong Hyun, inside director
Shin, Hyun Sik, non-executive, non-outside director
Choi, Woo Seok, outside director
Regulations

Committee operation status

Audit Committee

Date of Meeting Agenda Approval Status
2023.12.21 Appointment of the head of the internal audit department Approved
2023.11.09 Report on Subsidiary Business Report
Report on 3Q 2023 financial performance Report
Report on Internal Audit performance Report
Interim Report on the Internal Accounting Management System Report
Communication with external auditor Report
2023.08.10 Report on Subsidiary Business Report
Report on 2Q 2023 financial performance Report
Report on the Management Review of the Compliance Management System in 2023 Report
Communication with external auditor Report
2023.07.28 Review of 75th (FY21) and 76th (FY22) Consolidated/Separate Financial Statements Approved
2023.05.11 Appointment of Chairman of Audit Committee Approved
Report on Subsidiary Business Report
Report on 1Q 2023 financial performance and financial due diligence Report
Report on the operation plan of internal accounting control system in 2023 Report
Communication with external auditor Report
Evaluation of audit results by external auditor in 2022 Other
2023.03.16 Report on Subsidiary Business Report
Report on the establishing a consolidated internal accounting control system Report
2023.02.23 Approval of evaluation result of internal accounting control system operation Approved
Approval of the evaluation opinion for the internal monitoring system Approved
Review of the 2022 settlement of accounts and approval of the audit report Approved
Communication with external auditor Report
Evaluation of the operation status of the internal accounting control system in 2021 Other
2023.02.16 Approval of the 2023 Audit plan Approved
Report on the operation plan of 2023 Audit Committee Report
Report on the operation status of the internal accounting control system in 2022 Report

ESG Committee

Date of Meeting Agenda Approval Status
2023.12.21 Approval of large internal transactions Approved
Report on annual performance of internal transactions in 2023 and 2024 plan Report
2023.09.21 Report on internal transaction status for 3Q23 Report
Report on the publication of the Sustainability Report Report
2023.06.22 Approval of large internal transactions under the third SOC stock transfer contract Approved
Report on internal transaction status for 2Q23 Report
Report on 2023 DL Holdings ESG materiality assessment results Report
2023.03.24 Report on internal transaction status for 1Q23 Report
Report on DL Holdings ESG Driving Plan Report
2023.03.16 Report on ESG management performance of subsidiaries Report
2023.02.23 Review on 2022 dividend plan Approved
Report on 2023 ESG Committee operation plan Report

Financial Committee

Date of Meeting Agenda Approval Status
No operation status.

Nomination and Remuneration Committee

Date of Meeting Agenda Approval Status
2023.02.23 Outside Director Candidate Recommendation Approved
2023.01.27 Appointment of Chairman of Nomination and Remuneration Committee Approved
Approval of Director remuneration limit (FY2023) Approved
Amendment of Regulations on payment of executive severance pay Approved
Review on 2022 performance incentives Approved
Report on the performance of directors' remuneration in 2022 Report

External auditor status

Year External Auditor Date of Appointment Contract Period Auditor's Opinion
2023 Samil PWC Dec. 22, 2022: Approval of the Audit Committee 3 years -
2022 Deloitte Anjn LLC Dec. 15, 2021: Approval of the Audit Committee 3 years Unqualified opinion
2021 Deloitte Anjn LLC - 3 years Unqualified opinion
2020 Deloitte Anjn LLC - 3 years Unqualified opinion
2019 Deloitte Anjn LLC Dec. 10, 2018: approval of the Audit Committee 3 years Unqualified opinion
2018 Deloitte Anjn LLC - 3 years Unqualified opinion
2017 Deloitte Anjn LLC - 3 years Unqualified opinion
2016 Deloitte Anjn LLC Feb. 25, 2016: approval of the Audit Committee 3 years Unqualified opinion
2015 Deloitte Anjn LLC - 3 years Unqualified opinion
2014 Deloitte Anjn LLC - 3 years Unqualified opinion
2013 Deloitte Anjn LLC Feb 07, 2013 approval of the Audit Committee 3 years Unqualified opinion
2012 Deloitte Anjn LLC - 3 years Unqualified opinion
2011 Deloitte Anjn LLC - 3 years Unqualified opinion
2010 Deloitte Anjn LLC Feb. 19, 2010: approval of the Audit Committee 3 years Unqualified opinion
2009 Samil PWC - 3 years Unqualified opinion
2008 Samil PWC - 3 years Unqualified opinion
2007 Samil PWC Feb. 09. 2007approval of the Audit Committee 3 years Unqualified opinion
2006 Samil PWC - 3 years Unqualified opinion