Internal Information Management Regulations
Chapter 1 General
Article 1 【Objectives】
This regulation is to define the general management of internal information of the company and the proper disclosure to notify the fast and correct information and prevent the inside transaction of the executives and employees (hereinafter referred to as ‘Employees’) in accordance with Capital Market and Financial Investment Services Act (hereinafter referred to as ‘Laws’) and all laws and regulations.
Article 2 【Definition of Terminology】
On this regulation, “internal information” means the notified obligations based on Chapter 1 of the notification regulation in KOSDAQ market (hereinafter referred to as “notification regulation” and the items that may affect the management of company or property status or investment judgment of investors.
On this regulation, “notification manager” means the person who can perform the declaration business on behalf of the company in accordance with Article 2.4 of notification regulation.
On this regulation, “executives” means directors (including the person who corresponds to any of the item 1 of Para. 2 of Article 401 of the Commercial Law) and auditors.
Except for item 1 to item 3, the definition of terminology used on this regulation shall be based on the definition of terminology used in the related laws and regulations.
Article 3 【Scope of Application】
The items for notification, inside transaction and internal information management shall be based on this regulation, except for those defined by related laws and regulations or articles of association.
Chapter 2 Management of Internal Information
Article 4 【Management of Internal Information】
All employees shall manage the internal information of the company acquired in business strictly and shall not be allowed to disclose the internal information inside or outside of the company except for the case needed in business.
The representative shall take necessary actions for the internal information management such as setting up the concrete standard for storage, delivery and disposal of internal information and the related documents.
Article 5 【Notification Manager】
The representative shall assign the notification manager and declare it to Korea Stock Exchange. Same also when changing the notification manager.
The notification manager shall manage the business related to establishment and operation of internal information management system and perform the following tasks.
- Execution of notification
- Checking and evaluation of operation status of internal information management system
- Review the internal information and determine whether to notify
- Take necessary actions for the operation of internal information management system such as education for executives
- Control and supervise the department or executives in charge of management of internal information or notification tasks
- Other tasks that the representative recognized to be necessary for the operation of internal information management system
The notification manager shall have the following rights to perform its duty:
- The right to request the submission of various documents and recordings related to the internal information or open them
- The right to listen to the necessary opinion from the executives or employees of the department in charge of accounting or auditing and the department in charge of the business related to the generation of internal information
The notification manager shall, when performing the business, discuss with the executives in charge of the related business and request the advice of specialist at the cost of company.
The notification manager shall report the operation status of internal information management system to the representative regularly.
Article 6 【Person in charge of notification】
The representative shall assign the person in charge of notification and declare it to Korea Stock Exchange. Same also when changing the person in charge of notification.
The person in charge of notification shall be controlled by the notification manager related to internal information management and perform the following tasks:
- Collect and review the internal information and report to notification manager
- Perform the business necessary for the execution of notification
- Check the items necessary for the management of internal information such as change of laws and regulation related to notification and report to notification manager.
- Other items recognized to be necessary by representative or notification manager
Article 7 【Concentration of Internal Information】
The executives and each department manager shall, if applicable to any of the following items, provide the information for that to notification manager in proper time.
- When internal information occurred
- When the reason to cancel or change the already notified item out of internal information occurred
- When required by notification manager
Article 8 【내Providing the internal information to outside the company】
When an employee needs to provide the internal information inevitably to the opposite party of transaction, external auditor, agent, the person who made an advisory contract for legal advice or management advice with the company, he/she must report it to notification manager.
For the above item 1, the notification manager shall take necessary actions such as making contract for non-disclosure of related internal information.
Chapter 3 Disclosure of Internal Information
Article 9 【Type of Notification】
The notification of the company shall be divided as follows:
- Declaration and notification of major management items based on Part 1, Chapter 2, Clause 1 of Notification Regulations
- Notification of display based on Part 1, Chapter 2, Clause 2 of Notification Regulations
- Fair notification based on Part 1, Chapter 2, Clause 2 of Notification Regulations
- Autonomous notification based on Part 1, Chapter 3 of Notification Regulations
- Submission of securities report based on Part 3, Chapter 1 of the Law
- Submission of Business Report based on Article 159, Article 160, Article 165 of the Law and Part 1, Chapter 2, Clause 4 of Notification Regulations
- Submission of main report based on Article 161 of the Law
- Other notification based on other laws and regulations
Article 10 【Execution of Notification】
The person in charge of notification shall, when the notification item defined on Article 9 occurs, prepare the necessary contents and notify it to notification manager with necessary documents.
The notification manager shall review whether the contents or documents of the above item 1 violate the related laws and regulations and report it to the representative and then notify it.
Article 11 【Follow-up after Notification】
The notification manager and the person in charge of notification shall, when errors or omission are found on the notified contents, take necessary actions to correct it without hesitation.
Article 12 【Interview with Press】
If requested to the company for an interview by press, the representative or notification manager shall respond it in principle. If necessary, the executive of the related department shall be able to respond to the interview.
When the company wants to distribute the press release to the press, it is needed to discuss with notification manager. The notification manager, if necessary, shall report the items related to the distribution of press release to the representative.
The executive who became to know that the contents released by the press are different from the fact, shall report it to notification manager. The notification manager shall report the related item to the representative and take necessary actions.
Article 13【Investor Relations】
The Investor Relations for the management description of company, business plan and prospective shall be held after discussing with notification manager.
Chapter 4 Regulation for Inside Transaction
Article 14 【Return of Profits of Short-Term Trade】
The executives and the employee defined on Article 171, Clause 1 of the Law and Article 194 of enforcement law shall, when they sell the specific securities of Article 172, Clause 1 of the Law (hereinafter referred to as “Specific Securities”) within 6 months after buying them or when they get the profits after buying them within 6 months after selling the specific securities, return the profit (hereinafter referred to as “Short-Term Profits”) to the company.
When the stockholder of the company (including the person who possesses the equity security or securities depositary receipt. The remaining is same as this Article) requests the company to claim the return of short-term profit gained from the short-term trade in accordance with the above item 1, the company shall take necessary actions within 2 months from the date requested.
When Securities & Future Commission notifies the fact that short-term trade profit occurred in accordance with the above item 1, the notification manager shall notify the following items on the internet website of the company without hesitation.
- Position of the person who is required to return the short-term profits
- Amount of short-term trade profit
- The date notified for the occurrence of short-term trade profit from Securities & Future Commission
- Plan to return the short-term trade profit
- The stockholder of the company shall be able to request the company to claim the return of short-term trade profit to the person who gained the short-term trade profit and if the company does not claim it within 2 months from the date requested from the company, the stockholder shall be able to claim it instead of the company.
The notification period of the item 3 means 2 years from the date notified for the fact that the short-term trade profit occurred from Securities & Future Commission or the date that the short-term trade profit returned, whichever is earlier
Article 15 【Notification for Sales of Specific Securities】
The executives and the employees defined on Article 172, Clause 1 of the Law and Article 194 of the enforcement law shall, when doing the trade of specific securities and other trade, notify the fact to notification manager.
Article 16 【Prohibition to use the non-disclosed important information】
Executives and employees shall not be allowed to use non-disclosed important information defined on Artie 174, Clause 1 of the Law (including non-disclosed important information of the affiliated companies) to the trade of specific securities or other trade or let others use it.
Chapter 5 Supplements
Article 17 【Education】
Notification manager and the person in charge of notification shall take the education for notification business in accordance with Article 36 and Article 44, Clause 5 of the notification regulation and the notification manager shall notify the education contents to the related executives and employees.
Article 18 【Revision or Abolition of Regulation】
The revision or abolition of this regulation shall be based on the resolution of Board of Directors.
Article 19 【Announcement of Regulation】
This regulation shall be announced on the website of the company. Same also when revising the regulation.
Appendix[2009. 9. 9]
Article 1 【Enforcement Date】
This regulation shall be effective from September 9, 2009.