GOVERNANCE

| 2024 |

▪︎ Policies and Goals for Transparent Governance

KISCO places ethical compliance and legality as its top management principles and pursues mutual prosperity with stakeholders by establishing a sound governance system based on lawful and fair business practices.

▪︎ Shareholding Status

As of December 31, 2024, KISCO has issued 41,616,365 shares.The shareholding ratio of the largest shareholder group, including CEO Heung-Jun Kim and related parties, is 33.73% (shares held: 14,037,641).

▪︎ Protection of Shareholder Rights

For general shareholders’ meetings, KISCO publishes notices not only via electronic disclosure systems operated by the Financial Supervisory Service or Korea Exchange, but also updates the information on the company’s official website.
In order to listen to and reflect shareholders’ opinions, KISCO encourages them to attend the general meeting directly or submit proxy forms, rather than relying solely on proxy voting via the Korea Securities Depository.
At the 48th Regular General Shareholders’ Meeting held in March 2025, an electronic voting system was introduced to enhance shareholder voting rights.

Details on share status, dividends over the past three years, and dividend policy can be found through the DART (electronic disclosure system) and the company’s website.

▪︎ Composition of the KISCO Board

Currently, the board of directors of KISCO consists of six executive directors, two external directors, and one auditor. The board determines the company’s major management policies, with the CEO serving as the chairman of the board. The personal information of director candidates is disclosed before the shareholders’ meeting, and director candidates are approved through the recommendation of the board of directors and approval by the shareholders.
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Designation Name Title Appointment Date Work Ending Date Role
Internal Director Heung-joon Kim Chairman and CEO 2024.3.22 2027.3.22 Chairman of the Board of Directors
Internal Director Dong-gil Kim¹⁾ Honorary Chairman 2022.3.25 2025.3.25
Internal Director Sung-yong Cho²⁾ President and CEO 2022.3.25 2025.3.25
Internal Director Joon-young Park Director and CFO 2023.3.24 2026.3.24
Internal Director Won-sik Jung³⁾ Executive Vice President 2022.3.25 2025.3.25
Internal Director Seung-taek Lim⁴⁾ Executive Vice President 2022.3.25 2025.3.25
External Director Jae-hak Choi External director 2023.3.24 2026.3.24
External Director Sang-young Lee External director 2024.3.22 2027.3.22
Auditor Byung-jin Kim⁵⁾ Audit 2022.3.25 2025.3.25
* The above composition of the board of directors is based on the status as of December 31, 2024.
*At the General Shareholders’ Meeting on March 28, 2025, the following individuals were reappointed with shareholder approval: Internal Directors: Dong-Gil Kim¹⁾, Sung-Yong Cho²⁾, Won-Sik Jung³⁾, Seung-Taek Lim⁴⁾, Auditor: Byung-Jin Kim⁵⁾
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▪︎ Current Status of the Board of Directors

▪︎ Board Activities: Held 20 meetings, with 24 resolutions and reporting items
▪︎ Board Attendance Rate: Average attendance rate: 100%, internal directors: 100%, external directors: 100%, auditor: 100%
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Meeting Numbers Date Resolution Content Approval Status
1 2024.01.26 Report on the Operation Status of the Internal Accounting Management System Approved
2 2024.01.29 Evaluation Report on the Effectiveness of the Internal Accounting Management System Approved
3 2024.02.08 Report on the Occupational Health and Safety Work Plan Approved
4 2024.02.14 Resolution on the Approval of the Separate Financial Statements for FY47 and Cash Dividend Approved
5 2024.02.14 Resolution on the Approval of the Consolidated Financial Statements for FY47 Approved
6 2024.02.29 Resolution on the Execution of a Treasury Stock Acquisition Trust Contract Approved
7 2024.03.06 Convening of the 47th Regular General Shareholders’ Meeting Approved
8 2024.03.22 Cancellation of Stock Option Grant (150,000 shares) Approved
9 2024.03.22 Cancellation of Stock Option Grant (70,000 shares) Approved
10 2024.03.22 Cancellation of Stock Option Grant (60,000 shares) Approved
11 2024.03.22 Cancellation of Stock Option Grant (20,000 shares) Approved
12 2024.03.22 Approval of the FY47 Financial Statements (Including Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements Approved
13 2024.03.22 Appointment of a New CEO Approved
14 2024.04.29 Extension of Loan to KLC (Total USD 4,000,000) Approved
15 2024.07.17 Payment of Loan to Daito KISCO Approved
16 2024.10.14 Report on the Selection of 2024 KISCO ESG Material Issues and Review of Non-Financial Risks Approved
17 2024.11.14 Extension of Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANGHAI) Approved
18 2024.12.03 Payment Guarantee for KISCO INTERNATIONAL TRADING (SHANGHAI) Approved
19 2024.12.06 Report on 2024 KISCO ESG Management Activities and Future Plans Approved
20 2024.12.19 Report on 2024 KISCO ESG Energy Consumption Reduction Activities
Report on 2024 KISCO ESG Greenhouse Gas Emissions and Mid-Term Scenario
Approved
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▪︎ Status of Education for Outside Directors

Date of Education Entity Conducting the Education Outside Directors in Attendance Key Educational Contents
2024.3.20 Management Support Team All Outside Directors Best Practices for Internal Accounting Management System
2024.11.5 Deloitte Korea All Outside Directors Effective Domestic and International Disclosure Supervision and Status that the Board of Directors and Audit Committee Should Be Aware of in Their Oversight Responsibilities

▪︎ Code of Ethics

Based on management philosophies such as transparent and fair business practices, compliance-based prosperity, customer respect, prioritizing shareholder interests, and contributing to national and economic growth, KISCO adheres to laws and corporate ethics, fulfills its corporate social responsibilities through ethical business practices, and strives for mutual growth and coexistence with stakeholders such as customers and shareholders.
This Code of Ethics is intended to help KISCO employees correctly understand and implement the company’s code of conduct by providing guidelines for decision-making and behavior in ethically challenging situations that may arise during their work.
▪︎ Education on Preventing Unfair Trade and Corruption Status.
Since 2022, KISCO has initiated unfair trade and anti-corruption education targeting new employees and positions with high relevance to business operations. Expansion of this education to all employees will be sequentially implemented.

* In 2024, a total of 22 employees participated in unfair trade and anti-corruption training, with a total of 22 hours completed.

▪︎ Code of Ethics
All of the executives and employees of KISCO
01 We treat all business activities transparently and fairly in accordance with the company’s top policy. Our company is trusted by shareholders, customers, employees and society.
02 With honesty and integrity as our foremost values, we will be responsible in carrying out our duties. We will pursue a path of prosperity for shareholders, customers, employees and society.
03 Through enterprising and successful corporate activities, we promote continuous management innovation and new technology development. We aim to be a successful company recognized by shareholders, customers, employees, and society.
▪︎ Introduction to Ethics Management Activities
– New Employee and Position-Based Training
– Sexual Harassment Prevention Training
– Workplace Bullying Prevention Training
– Disability Awareness Improvement Training
– Personal Information Protection Training
– Unfair Trade and Anti-Corruption Prevention Training
– Industrial Safety and Health Training and On-Site Safety Inspections
– Operation of Internal Control System through the Internal Accounting Management System
– Operation of Grievance Handling Process and Grievance Committee

▪︎ Audit Support Organization

KISCO has not established a separate Audit Committee. Instead, one full-time auditor, appointed by the resolution of the shareholders’ meeting, performs audit duties.
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▪︎ Audit Support Organization Status

Department (team)
name
Number of employees
(persons)
Position
(number of years of service)
Details of major activities
Management support 2 Team leader 1, senior 2
(average 20 years of service)
Support for audit duties related to financial statements, board of directors, and overall corporate management

▪︎ Status of Audit Education Implementation

Date of Education Entity Conducting the Education Participating Auditors Key Education Content
2024.02.05 Management Strategy Team Byung-jin Kim 2024 Management Plan
2024.9.27 Audit Committee Forum Byung-jin Kim The 1st Regular Forum of 2024 for Auditors and Audit Committee Members
2024.11.5 Deloitte Korea Byung-jin Kim Effective Domestic and International Disclosure Oversight and Status for the Board of Directors and Audit Committee