Regulation of internal information management

Updated date: September 17, 2020
  1. Article 1 (Purpose)

    The purpose of this document is to define the comprehensive management of the company information, its proper announcement, and so on to perform the public notices timely and accurately and prevent from insider transactions according to capital market and financial investment business act (hereunder, “the Law”) and other related regulations.

  2. Article 2 (Terms)

    1. 1) “Inside information” in this document is mandatory items of public notices by chapter 1 of public notice regulation in the KOSDAQ market (hereunder, “public notice regulation”) under Korea Exchange (hereunder, “KRX”) and other items related to company managements or property states, which can affect the investment decision of the investors.

    2. 2) “Manager in charge of public notice” in this document means the person who can perform the reporting job on behalf of the company according to Section 4 of Article 2 in the public notice regulation.

    3. 3) “Board members” in this document mean executives (the persons who belong to any item of Section 1, Article 401-2 in the commercial law) and auditors.

    4. 4) The terms beside Section 1 to 3 in this document will follow the definitions settled in the related rules and regulations.

  3. Article 3 (Scope)

    The items related to public notice, insider transactions, and internal information management shall follow this regulation except for those that are defined in the related regulations or articles of association.

  4. Article 4 (Management of inside information)

    1. 1) Board members and employees should manage the inside information of the company strictly and should not reveal the inside information to others except for the cases required for their functions.

    2. 2) CEO should take the required actions to manage inside information such as setting the objective standards on the storage, delivery, discard, and so on of the inside information and related documents.

  5. Article 5 (Manager in charge of public notice)

    1. 1) CEO should assign the manager in charge of public notice immediately and report it to KRX. In case of the change of the manager in charge of public notice, the process is the same.

    2. 2) Manager in charge of public notice oversees the works related to establishment and operation of inside information management system and performs the followings;

      1. ① Execution of public notices;
      2. ② Monitoring and evaluation of operational status of inside information management system;
      3. ③ Review of inside information and decision whether to announce it;
      4. ④ Required actions for operations of inside information management system such as training for board members and employees, and so on;
      5. ⑤ Direction and supervision for the departments, board members, or employees who are in charge of inside information management or public notices; and
      6. ⑥ Other required works for the operation of inside information management system which are approved by CEO
    3. 3) Manager in charge of public notice has the following authorities to perform his/her function.

      1. ① Request and view a variety of documents and records related to inside information; and
      2. ② Listen to the opinions from board members and employees in the departments on accounting or audit, or the departments related to generation of inside information.
    4. 4) Manager in charge of public notice can discuss with board members in charge of specific matters, if necessary, and seek the advice of experts with company expenses.

    5. 5) Manager in charge of public notice should report to CEO (or BOD) on the operational status of the inside information management system, regularly.

  6. Article 6 (Person in charge of public notice)

    1. 1) CEO should assign the person in charge of public notice immediately and report it to KRX. In case of the change of the person in charge of public notice, the process is the same.

    2. 2) Person in charge of public notice is supervised by manager in charge of public notice, performing the followings;

      1. ① Collection and review of inside information, and report to manager in charge of public notice;
      2. ② Works required for execution of public notices;
      3. ② Monitoring the required items for inside information management such as amendments of regulations related to public notice and report to manager in charge of public notice; and
      4. ② Other required works which are approved by CEO or manager in charge of public notice
  7. Article 7 (Concentration of inside information)

    1. 1) In any case of the followings, board members and department heads should provide manager in charge of public notice with the relevant information timely.

      1. ① Inside information is generated or anticipated to be generated;
      2. ② Causes to cancel or change the previously announced public notice are generated or anticipated to be generated; and
      3. ② Any other cases that manager in charge of public notice requests.
    2. 2) Manager in charge of public notice and CEO should develop efficient information delivery system within the company to provide inside information timely according to Section 1, and if necessary, cooperation with manager in charge of public notice can be required in the approval process related to public notice.

  8. Article 7-2 (Management of information related to the largest shareholder)

    To perform the public notices on the mandatory items and requirements for inquiry notice related to the largest shareholder, manager in charge of public notice should establish the information delivery system to be able to explain the related facts thoroughly to the largest shareholder and to receive the related information timely.

  9. Article 8 (External provision of inside information)

    1. 1) board members and department heads should provide manager in charge of public notice with the relevant information timely in any case of the followings;

    2. 2) In case of Section 1, manager in charge of public notice should take the required actions such as making the confidentiality agreement related to the inside information.

    3. 3) If the duty of fair disclosure is generated when providing inside information according to Section 1, this should be noticed immediately (except for the case that application of Article 15 in the public notice regulation is excluded).

  10. Article 9 (Types of public notices)

    1. Public notices of the company can be classified as follows.

      1. ① Report and public notice on the major management items according to Session 1, Chapter 2, Part 1 in the public notice regulation
      2. ② Inquiry notice according to Session 2, Chapter 2, Part 1 in the public notice regulation
      3. ③ Fair disclosure according to Session 3, Chapter 2, Part 1 in the public notice regulation
      4. ④ Voluntary public notice according to Chapter 3, Part 1 in the public notice regulation
      5. ⑤ Submission of securities report, and so on according to Chapter 1, Part 3 in the law
      6. ⑥ Submission of business report, and so on according to Articles 159, 160, and 165 in the law, and Session 4, Chapter 2, Part 1 in the public notice regulation
      7. ⑥ Submission of major item report according to Article 161 of the law
      8. ⑥ Public notices according to other regulations
  11. Article 9-2 (Check the subject of public notice)

    It should be cautious to include the items that can affect the share price or investment decision significantly according to Section 1-4, Article 6 of the public notice regulation in view of determination whether they are under the category of public notice duty including fair disclosure according to this regulation.

  12. Article 10 (Execution of public notice)

    1. 1) If the case to fit into Article 9 is occurred, person in charge of public notice should write the required contents and report them to manager in charge of public notice including the required documents.

    2. 2) Manager in charge of public notice should review them whether the contents and documents in Section 1) violate the related regulations, report to CEO, and execute public notice.

  13. Article 11 (Follow up actions after public notice)

    In case of any errors, missing, cancelation, or amendment in the contents of the previous public notice, manager and person in charge of public notice should take the corrective action such as amendment public notice according to Article 30 of the public notice regulation without delay.

  14. Article 12 (Covers of the media)

    1. 1) If any media requests the interview on the company, CEO or manager in charge of public notice shall respond this in principle. If necessary, board members or employees in the related functions can respond this.

    2. 2) If the company tries to release the press material to the media, it should be discussed with manager in charge of public notice. If necessary, manager in charge of public notice should report to CEO on the contents related to press release.

    3. 3) If the contents of press material to be released according to Section 2) are under the category of fair disclosure, manager in charge of public notice should notice them before the press material is distributed.

    4. 4) Any board members or employees that recognize the news contents are not true should report this to manager in charge of public notice. Manager in charge of public notice shall report the related contents to CEO and take the required actions.

  15. Article 12-2 (Confirm news contents)

    Manager and person in charge of public notice, and department generating inside information should check the news contents related to the company in the media regularly, and take the corrective action if any discrepancy from the fact.

  16. Article 13 (Company briefing session)

    1. 1) CEO recognizes IR activities are part of management liability as a KOSDAQ-listed company and shall hold the company briefing sessions voluntarily and continuously to try to establish the trust level with investors.

    2. 2) Company briefing sessions on the company business details, business plan, prospects, and so on should be held upon discussion with manager in charge of public notice.

    3. 3) Manager or person in charge of public notice should notice the date, place, agenda, and so on of the company briefing session until D-1 and post the related material in the public notice submission system of KRX before holding the session.

    4. 4) All the board members and employees of the company should be cautious not to reveal what have not noticed previously among the subject information of fair disclosure during the company briefing session.

  17. Article 13-2 (Rumor)

    1. 1) In case of any rumor related to the company in the market, manager in charge of public notice should check whether it is true and whether it is related to inside information through opinion requests to the related functions.

    2. 2) If the rumor is related to the mandatory items of public notice upon the result from checking according to Section 1), it should be noticed in public.

  18. Article 13-3 (request information provision)

    1. 1) If shareholders and the persons concerned request to open the information related to the company, manager in charge of public notice should decide whether to open the information upon reviewing the legality of the request.

    2. 2) To decide whether to open the information, manager in charge of public notice can request the opinions from legal department or external legal consultant whether it can affect the decision making of investors and share price.

    3. 3) If the information is provided upon decision by Section 1), it will follow Section 3) of Article 12.

  19. Article 14 (Return of profits on a short-term trade)

    1. 1) If board members and employees stated in Section 1 of Article 172 in the act and Article 194 in its enforcement ordinance sell the shares within 6 months after purchasing or get benefit from purchasing specific securities after selling, they should return the benefit (hereunder, “profits on a short-term trade) to the company.

    2. 2) If shareholders of the company (including those who possess equity securities or depository receipt. Hereunder, this is the case in this article.) request those who get profits on a short-term trade according to Section 1) its return, the company should take the necessary action within 2 months from the date of the request.

    3. 3) If Securities & Futures Commission informs the company of the fact of profits on a short-term trade, manager in charge of public notice should post the followings on the company homepage, without delay.

      1. ① Position of the person who should return profits on a short-term trade
      2. ② Amount of profits on a short-term trade
      3. ③ Informed date from Securities & Futures Commission on the case of profits on a short-term trade
      4. ④ Plan to claim return of profits on a short-term trade
      5. ⑤ Shareholders of the company can request the company taking action to the person who gets the profits on a short-term trade for its return claim. If the company does not claim this within 2 months from the request date, the shareholder can subrogate it to claim.
    4. 4) The period of public notice on Section 3) is from the informed date of profits on a short-term trade from Securities & Futures Commission until the earlier date either the date after 2 years or the date of its return.

  20. Article 15 (Notice on the trades of specific securities, and so on)

    Board members and employees stated in Section 1 of Article 172 in the act and Article 194 in its enforcement ordinance should notice the trades of specific securities, and so on, and other trades to manager in charge of public notice.

  21. Article 16 (Prohibit to use unrevealed important information)

    Board members and employees should not use unrevealed important information stated in Section 1 of Article 174 in the act (including unrevealed important information of the subsidiaries) on the trades of specific securities, other trades, or to others.

  22. Article 17 (Training)

    1. 1) Manager and person in charge of public notice should take the training on the public notice according to Article 36 and Section 5 of Article 44 in the public notice regulation, and manager in charge of public notice should inform the related board members and employees on the training details.

    2. 2) CEO should try to perform the training to prevent from insider transactions defined from Article 14 to 16 and other regulations.

  23. Article 18 (Amendment and abolition of the regulation)

    The amendments and abolition of this regulation is performed by board of directors committee.

  24. Article 19 (Announcement of the regulation)

    Once the company is listed, this regulation should be posted in the company homepage. Also, this is the same in case of this regulation amendment.

  25. Additional clause

    This regulation is effective from the date of listing and starting trades.