GOVERNANCE

▪︎ Shareholding Status

As of December 31, 2023, the issued shares of KISCO amounted to 14,000,643 shares, and the ownership ratio of major shareholders, including CEO Kim Heung-Jun and related parties, is 33.64%.

▪︎ Protection of Shareholder Rights

KISCO provides notification of shareholders’ meetings through not only the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange but also updates the announcements simultaneously on the company website’s electronic bulletin board. Moreover, to directly listen to and reflect shareholders’ opinions, it informs that shareholders can exercise their voting rights by attending the shareholders’ meeting in person or submitting proxies, rather than through proxy solicitation by institutions like the Korea Securities Depository. The company introduced an electronic voting system in the 47th regular shareholders’ meeting held in 2024 to strengthen shareholders’ voting rights. Shareholder-related information such as KISCO’s stock status, dividends for the past three years, and dividend policy can be found on the electronic disclosure system and the company 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 의장
Internal Director Heung-joon Kim Chairman and CEO 2021.3.26 2024.3.26 Chairman of the Board of Directors
Internal Director Dong-gil Kim Honorary Chairman 2022.3.25 2025.3.25
Internal Director Sung-yong Cho President and CEO 2022.3.25 2025.3.25
Internal Director Joon-young Park Director and CFO 2020.3.20 2023.3.24
Internal Director Jung Won-sik Executive Vice President 2022.3.25 2025.3.25
Internal Director Lim Seung-taek Executive Vice President 2022.3.25 2025.3.25
External director Jin-kyun Lee¹﹚ External director 2021.3.26 2024.3.26
External director Jae-hak Choi External director 2023.3.24 2026.3.26
auditor Byung-jin Kim auditor 2022.3.25 2025.3.25
* The above composition of the board of directors is as of December 31, 2023.
1) On March 26, 2024, due to the expiration of the term of office of external director Lee Jin-Gyun on March 22, 2024, a new external director, Lee Sang-Yeong, was appointed with the consent of the shareholders at the regular shareholders’ meeting.
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▪︎ Current status of the board of directors (2023 based)

▪︎ board meetings: 10 times, 14 agendas were reviewed and resolved
▪︎ current attendance rate of board of directions: average 100%, internal directors 100%, external directors 100%, Attendance rate of the 100%
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Meeting numbers Date Resolution content Approval status
1 2023.02.07 Matters related to reporting on the safety and health work plan Approved
2 2023.02.09 Decision on the Approval of Separate Financial Statements for the 46th Fiscal Year and Cash Dividend Resolution Approved
3 2023.02.09 Decision on the Approval of Separate Financial Statements for the 46th Fiscal Year Approved
4 2023.02.21 Report on the Effects of Establishing an Eco-friendly, Low-carbon Factory System related to KISCO’s ESG Approved
5 2023.03.08 Holding the 46th Regular Shareholders’ Meeting Approved
6 2023.03.24 Matter concerning the Cancellation of Stock Purchase Options Approved
7 2023.03.24 Matter concerning the Cancellation of Stock Purchase Options Approved
8 2023.03.24 Holding of the 46th Regular Shareholders’ Meeting Approved
9 2023.10.12 Selection of Major ESG Issues for KISCO and Report on Non-financial Risk Assessment Approved
10 2023.12.07 Report on KISCO’s ESG Activities to Reduce Energy (Utility) Usage Approved
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▪︎ Status of Education for Outside Directors

Date of Education Entity Conducting the Education Outside Directors in Attendance Reason for Absence Key Educational Contents
2023.02.06 Management Strategy Team All Outside Directors 2023 Management Plan
2023.12.20 Law Firm Yulchon All Outside Directors Global Trends in Strengthening Climate Change Regulations and Corporate Response Strategies

▪︎ Ethics and Compliance Management

KISCO regards ethical and compliance management as the top priority in corporate management and strives to conduct business in a transparent, fair and rational manner. We have enacted a Code of Ethics and use them as the basis for decision-making and evaluation of all employees.

▪︎ Code of ethics for all Employees of KISCO

The “Code of Ethics” aims to provide decision-making criteria and guidelines for actions in ethical conflict situations that may arise during work processes, enabling KISCO employees to understand and practice ethical principles correctly. Based on the management philosophy of transparent and fair business activities, coexistence and prosperity through lawful management, respect for customers, emphasis on shareholder interests, and the activation of the nation and the economy, we strive to fulfill corporate social responsibility through proper business activities and make efforts to coexist and thrive with stakeholders such as customers and shareholders while adhering to laws and corporate ethics.
▪︎ 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 2023, 17 employees attended unfair trade and anti-corruption education for a total of 17 hours.

▪︎ Audit Support Organization

The company does not have a separate audit committee. One full-time auditor appointed by a resolution of the shareholders’ meeting performs the 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 19 years of service)
Support for the performance of audit duties
related to overall management,
such as financial statements and boards
of directors.

▪︎ Status of Audit Education Implementation

Date of Education Entity Conducting the Education Participating Auditors Reason for Non-Attendance Key Education Content
2023.02.06 Management Strategy Team Byung-jin Kim 2023 Management Plan
2023.12.14 Audit Committee Forum Byung-jin Kim Roles and Responsibilities of Internal Audit and the Audit Committee