Management of internal information, disclosure, and regulation of insider trading.
The purpose of these Regulations is to prescribe matters concerning the comprehensive management and appropriate disclosure of the Company's internal information, in order to ensure prompt and accurate disclosure under the Financial Investment Services and Capital Markets Act (hereinafter the “Act”) and other applicable laws and regulations, and to prevent insider trading by officers and employees.
(1) In these Regulations, “internal information” means matters subject to mandatory disclosure under Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter the “Disclosure Regulations”) of the Korea Exchange (hereinafter the “Exchange”), and any other matters concerning the Company's management or financial condition that could affect investors' investment decisions.
(2) In these Regulations, “Disclosure Officer” means a person authorized to perform reporting duties on behalf of the Company pursuant to Article 2, Paragraph 4 of the Disclosure Regulations.
(3) In these Regulations, “officer” means a director (including any person falling under any subparagraph of Article 401-2, Paragraph 1 of the Commercial Act) and a statutory auditor.
(4) Except as provided in Paragraphs 1 through 3, the definitions of terms used in these Regulations shall follow those used in the relevant laws, decrees, and regulations.
Matters concerning disclosure, insider trading, and the management of internal information shall be governed by these Regulations, except as otherwise provided in the relevant laws and regulations or the Articles of Incorporation.
(1) Officers and employees shall strictly manage the Company's internal information obtained in the course of their duties and shall not disclose internal information inside or outside the Company except where necessary for business purposes.
(2) The Chief Executive Officer shall take measures necessary for the management of internal information, such as establishing specific standards for the storage, transmission, and destruction of internal information and related documents.
(1) The Chief Executive Officer shall designate a Disclosure Officer and report the designation to the Exchange without delay. The same shall apply when the Disclosure Officer is changed.
(2) The Disclosure Officer shall oversee all matters relating to the establishment and operation of the internal information management system and shall perform the following duties.
1. Execution of disclosures
2. Inspection and evaluation of the operation of the internal information management system
3. Review of internal information and determination of whether to disclose it
4. Measures necessary for the operation of the internal information management system, including training for officers and employees
5. Direction and supervision of departments, officers, and employees in charge of managing internal information or disclosure duties
6. Any other duties deemed necessary by the Chief Executive Officer for the operation of the internal information management system
(3) In performing their duties, the Disclosure Officer shall have the following authorities.
1. The authority to request the submission of, and to inspect, documents and records relating to internal information
2. The authority to hear necessary opinions from the officers and employees of departments in charge of accounting or audit duties, or of any other duties relating to the generation of internal information
(4) In performing their duties, the Disclosure Officer may, where necessary, consult with the officers in charge of the relevant business and may seek the assistance of experts at the Company's expense.
(5) The Disclosure Officer shall regularly report the operational status of the internal information management system to the Chief Executive Officer (or to the Board of Directors).
(1) The Chief Executive Officer shall designate a Disclosure Manager and report the designation to the Exchange without delay. The same shall apply when the Disclosure Manager is changed.
(2) The Disclosure Manager shall be under the direction of the Disclosure Officer with respect to internal information management and shall perform the following duties.
1. Collection and review of internal information and reporting to the Disclosure Officer
2. Duties necessary for the execution of disclosures
3. Confirmation of matters necessary for the management of internal information, such as changes in disclosure-related laws and regulations, and reporting to the Disclosure Officer
4. Any other matter deemed necessary by the Chief Executive Officer or the Disclosure Officer
(1) Officers and the heads of each department shall provide the relevant information to the Disclosure Officer in a timely manner in any of the following cases.
1. Where internal information arises or is expected to arise
2. Where grounds arise, or are expected to arise, for cancelling or changing any internal information that has already been disclosed
3. Any other case where the Disclosure Officer so requests
(2) The Disclosure Officer and the Chief Executive Officer shall establish an efficient internal information-reporting system to ensure the timely provision of internal information under Paragraph 1, and may, where necessary, require that the Disclosure Officer be consulted in the approval process for business relating to matters subject to mandatory disclosure.
To properly perform disclosure duties concerning matters subject to mandatory disclosure and inquiry-based disclosure requests relating to the largest shareholder, the Disclosure Officer shall fully explain the relevant matters to the largest shareholder and establish an information-reporting system to receive such information in a timely manner.
(1) Where internal information relating to a matter subject to mandatory disclosure arises, or is expected to arise, at a subsidiary, the Company shall require the subsidiary to notify the Company's Disclosure Officer or Disclosure Manager immediately.
(2) To efficiently manage internal information relating to matters subject to mandatory disclosure under Paragraph 1, the Company shall require each subsidiary to appoint a person responsible for managing disclosure-related information, and to notify the Company's Disclosure Officer or Disclosure Manager immediately upon the appointment or replacement of that person.
(3) The Company may require its subsidiaries to submit relevant materials to the extent necessary for disclosure duties.
(1) Where an officer or employee must, for business reasons, unavoidably provide internal information to the Company's counterparties, external auditors, agents, or persons under legal, management, or other advisory agreements with the Company, they shall report the matter to the Disclosure Officer.
(2) In the case of Paragraph 1, the Disclosure Officer shall take necessary measures, such as entering into a confidentiality agreement regarding the relevant internal information.
(3) Where a fair disclosure obligation arises from the provision of internal information under Paragraph 1, the information shall be disclosed without delay (except where an exemption under Article 15 of the Disclosure Regulations applies).
The Company's disclosures shall be classified as follows.
1. Reporting and disclosure of material management matters under Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Disclosures in response to inquiries under Part 1, Chapter 2, Section 2 of the Disclosure Regulations
3. Fair disclosures under Part 1, Chapter 2, Section 3 of the Disclosure Regulations
4. Voluntary disclosures under Part 1, Chapter 3 of the Disclosure Regulations
5. Filing of securities registration statements, etc. under Part 3, Chapter 1 of the Act
6. Filing of annual reports, etc. under Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Filing of material event reports under Article 161 of the Act
8. Other disclosures required under other laws and regulations
In determining under these Regulations whether a matter is subject to mandatory disclosure, including fair disclosure, care shall be taken to include matters that have or may have a material effect on the share price or investment decisions under Article 6, Paragraph 1, Subparagraph 4 of the Disclosure Regulations.
(1) Where a matter subject to disclosure under Article 9 arises, the Disclosure Manager shall prepare the necessary content, assemble the required documents, and report to the Disclosure Officer.
(2) The Disclosure Officer shall review whether the content and documents under Paragraph 1 comply with the relevant laws and regulations, report to the Chief Executive Officer, and then make the disclosure.
Where a matter subject to disclosure under Article 9 arises, the Disclosure Officer shall make every effort to ensure that the relevant internal information is disclosed in a timely manner, even before the disclosure deadline under the Disclosure Regulations.
Where a disclosure contains an error or omission, or is to be cancelled or changed, the Disclosure Officer and the Disclosure Manager shall take corrective measures without delay, including filing a corrective disclosure under Article 30 of the Disclosure Regulations.
(1) Where the media or others request an interview concerning the Company, the Chief Executive Officer or the Disclosure Officer shall, in principle, respond. Where necessary, officers or employees of the relevant department may be directed to respond.
(2) Where the Company intends to distribute a press release to the media or others, it shall consult with the Disclosure Officer. The Disclosure Officer shall, where necessary, report matters relating to the distribution of the press release to the Chief Executive Officer.
(3) Where the content of a press release distributed under Paragraph 2 is subject to fair disclosure, the Disclosure Officer shall disclose it before the press release is distributed.
(4) Any officer or employee who becomes aware that a media report is inaccurate shall report it to the Disclosure Officer. The Disclosure Officer shall report the matter to the Chief Executive Officer and take necessary measures.
The Disclosure Officer, the Disclosure Manager, and the departments in which internal information arises shall routinely monitor media reports concerning the Company and take corrective measures where any report is inaccurate.
(1) Recognizing that investor relations activities are a management responsibility of a KOSDAQ-listed company, the Chief Executive Officer shall endeavor to build trust with investors by holding investor relations meetings voluntarily and on an ongoing basis.
(2) Investor relations meetings concerning the Company's management, business plans, and outlook shall be held in consultation with the Disclosure Officer.
(3) The Disclosure Officer or the Disclosure Manager shall disclose the date, time, venue, and content of an investor relations meeting no later than the day before it is held, and shall post the related materials on the Exchange's disclosure filing system before the meeting is held.
(4) All officers and employees of the Company shall take care that no information subject to fair disclosure that has not been previously disclosed is revealed during investor relations meetings.
(1) Where a rumor is circulating in the market, the Disclosure Officer shall verify, through inquiries to the relevant business departments or other means, whether the rumor is true and whether it constitutes internal information.
(2) Where the verification under Paragraph 1 finds that the rumor concerns a matter subject to mandatory disclosure under the Disclosure Regulations, the relevant information shall be disclosed.
(1) Where shareholders, stakeholders, or others request the disclosure of information relating to the Company, the Disclosure Officer shall review the legitimacy of the request and decide whether to provide the relevant information.
(2) In deciding whether to provide the information, the Disclosure Officer may seek the opinion of the legal department or outside legal experts as to whether the requested information could affect investors' investment decisions or the share price.
(3) Where information is provided pursuant to a decision under Paragraph 1, Article 12, Paragraph 3 shall apply mutatis mutandis.
(1) Where an officer, or an employee prescribed in Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act, obtains a profit by selling specific securities, etc. under Article 172, Paragraph 1 of the Act (hereinafter “specific securities, etc.”) within six months of purchasing them, or by purchasing specific securities, etc. within six months of selling them, that profit (hereinafter “short-swing profits”) shall be disgorged to the Company.
(2) Where a shareholder of the Company (including any holder of equity securities other than share certificates or of depositary receipts; hereinafter the same shall apply in this Article) demands that the Company claim the disgorgement of short-swing profits under Paragraph 1 from the person who obtained them, the Company shall take necessary measures within two months from the date of the demand.
(3) Where the Securities and Futures Commission notifies the Company of the occurrence of short-swing profits under Paragraph 1, the Disclosure Officer shall disclose the following matters on the Company's website without delay.
1. The position of the person required to disgorge short-swing profits
2. The amount of short-swing profits
3. The date on which the Company was notified by the Securities and Futures Commission of the occurrence of short-swing profits
4. The plan for claiming the disgorgement of short-swing profits
5. A statement that a shareholder of the Company may demand that the Company claim the disgorgement of short-swing profits from the person who obtained them, and that if the Company fails to make such a claim within two months from the date of the demand, the shareholder may make the claim on behalf of the Company
(4) The disclosure period under Paragraph 3 shall be two years from the date of notification by the Securities and Futures Commission of the occurrence of short-swing profits, or until the date the short-swing profits are recovered, whichever comes first.
Officers and the employees prescribed in Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act shall notify the Disclosure Officer when they trade in or otherwise transact in specific securities, etc.
Officers and employees shall not use material non-public information as defined in Article 174, Paragraph 1 of the Act (including material non-public information of affiliated companies) in trading or other transactions in specific securities, etc., nor allow any other person to use such information.
(1) The Disclosure Officer and the Disclosure Manager shall complete training on disclosure duties under Article 36 and Article 44, Paragraph 5 of the Disclosure Regulations, and the Disclosure Officer shall communicate the content of the training to the relevant officers and employees.
(2) The Chief Executive Officer shall make sufficient efforts, including providing training to officers and employees, to prevent insider trading and other conduct governed by Articles 14 through 16 and the Act.
These Regulations shall be amended or repealed by the Chief Executive Officer.
These Regulations shall be published on the Company's website. The same shall apply when the Regulations are amended.
The full text published on the previous website (rn2.co.kr) has been reproduced without change.
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