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Home About Hankook Tire Company Corporate Governance Audit System and Audit Committee

Corporate Governance

To sustain transparent and accountable corporate principles, Hankook Tire has embraced a corporate governance system which recognizes and deals with a wide range of ethical issues to better manage our company and make decisions that benefit all stakeholders.

To sustain transparent and accountable corporate principles, Hankook Tire has embraced a corporate governance system which recognizes and deals with a wide range of ethical issues to better manage our company and make decisions that benefit all stakeholders.

Hankook Tire's Audit Committee consists of three members, all of whom are outside directors (NED).

Hankook Tire has installed an Audit Committee under the Commercial Law in accordance with the Articles of Association and Article 415-2 of the Commercial Act, and the method of composition, etc. are as follows:

(Composition)
  1. 1. Members of the Committee shall be appointed according to the resolutions of the General Shareholders' Meeting.
  2. 2. The Audit Committee shall consist of three or more directors.
  3. 3. No more than one-third of the Committee shall consist of persons who fall under any subparagraph in Article 415-2 of the Commercial Act.
  4. 4. When due to the resignation, death, etc. of a NED Committee member, the Committee does not meet the composition requirements under Paragraph 3, it shall satisfy the requirements at the first General Shareholders' Meeting that convenes after the occurrence of such event.
(Duties and Authority)
  1. 1. The Committee shall audit the accounting and operations of the company.
  2. 2. The Committee may at any time ask the directors for reports about the company's operation, or investigate the company's financial condition.
  3. 3. The Committee shall handle the items set forth in the laws and regulations other than those specified in Paragraph 1 or 2 above or in the Articles of Association, and the items delegated by the Board of Directors.
(Method of Adopting Resolutions)
A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting. In this case, the Committee may allow all or some of the members to not attend the meeting in person, and to all participate in the resolution using telecommunication devices which simultaneously receive and send video and audio data; the members shall in this case be considered as having attended the meeting in person.
(Committee Chairperson)
  1. 1. The Committee shall select its Representative Chairperson among outside directors upon the majority attendance of the members in office, and through the majority decision of the attendants. In this case, several members may be selected to represent the Committee together.
  2. 2. The Committee Chairperson shall preside over the Committee's operation, and may separate the functions of each member for the efficient operation of the Committee.
  3. 3. In the event of any accident to the Chairperson, a member decided by the Committee shall deputize him/her.
(Types)
  1. 1. The Committee shall consist of a Regular Committee and a Temporary Committee.
  2. 2. Regular Committee meetings shall in principle be held once quarterly. In the event of unavoidable circumstances, however, the Committee Chairperson may postpone or suspend the meetings.
  3. 3. Temporary committee meetings shall be held as often as needed.
(Convening Authority)
  1. 1. The Chairperson shall convene the Committee meetings.
  2. 2. Each member shall be entitled to request the convocation of the Committee by presenting their bills and reasons to the Chairperson. In the case that the Chairperson does not convene the Committee without justifiable reasons, the member requesting the convocation may convene the Committee.
(Convocation Procedure)
  1. 1. For the convocation of the Committee, the Committee shall determine the convening date and send the notification to each member one week in advance.
  2. 2. In the case of unanimous agreement by the members, the Committee shall be entitled to convene the meeting without the procedure stated in Paragraph 1.
(Items for Discussion)

Discussion Items to be submitted to the Committee are as follows:

  1. 1. Details regarding the General Shareholders' Committee
  2. 2. Details regarding the directors and board of directors
  3. 3. Details regarding the audit
(Committee Minutes)
  1. 1. Minutes shall be prepared with regard to the proceedings of a meeting of the board of directors.
  2. 2. The agenda, gist of the progress, results thereof, dissenters and reasons for their dissention shall be entered in the minutes, and the members present at the meeting shall write their names and affix seals, or sign thereon.

In order to facilitate the access to operational information needed for auditing by the Audit Committee, Hankook Tire has established "Audit Committee Operation Regulations," as its internal regulation; by specifying the permission to request the directors at any time for reports regarding the operations, or to investigate the company's financial status, it provides the basis for such activities.

Hankook Tire's Audit Committee consists of three members, all of whom are outside directors (NED).

Hankook Tire has installed an Audit Committee under the Commercial Law in accordance with the Articles of Association and Article 415-2 of the Commercial Act, and the method of composition, etc. are as follows:

(Composition)
  1. 1. Members of the Committee shall be appointed according to the resolutions of the General Shareholders' Meeting.
  2. 2. The Audit Committee shall consist of three or more directors.
  3. 3. No more than one-third of the Committee shall consist of persons who fall under any subparagraph in Article 415-2 of the Commercial Act.
  4. 4. When due to the resignation, death, etc. of a NED Committee member, the Committee does not meet the composition requirements under Paragraph 3, it shall satisfy the requirements at the first General Shareholders' Meeting that convenes after the occurrence of such event.
(Duties and Authority)
  1. 1. The Committee shall audit the accounting and operations of the company.
  2. 2. The Committee may at any time ask the directors for reports about the company's operation, or investigate the company's financial condition.
  3. 3. The Committee shall handle the items set forth in the laws and regulations other than those specified in Paragraph 1 or 2 above or in the Articles of Association, and the items delegated by the Board of Directors.
(Method of Adopting Resolutions)
A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting. In this case, the Committee may allow all or some of the members to not attend the meeting in person, and to all participate in the resolution using telecommunication devices which simultaneously receive and send video and audio data; the members shall in this case be considered as having attended the meeting in person.
(Committee Chairperson)
  1. 1. The Committee shall select its Representative Chairperson among outside directors upon the majority attendance of the members in office, and through the majority decision of the attendants. In this case, several members may be selected to represent the Committee together.
  2. 2. The Committee Chairperson shall preside over the Committee's operation, and may separate the functions of each member for the efficient operation of the Committee.
  3. 3. In the event of any accident to the Chairperson, a member decided by the Committee shall deputize him/her.
(Types)
  1. 1. The Committee shall consist of a Regular Committee and a Temporary Committee.
  2. 2. Regular Committee meetings shall in principle be held once quarterly. In the event of unavoidable circumstances, however, the Committee Chairperson may postpone or suspend the meetings.
  3. 3. Temporary committee meetings shall be held as often as needed.
(Convening Authority)
  1. 1. The Chairperson shall convene the Committee meetings.
  2. 2. Each member shall be entitled to request the convocation of the Committee by presenting their bills and reasons to the Chairperson. In the case that the Chairperson does not convene the Committee without justifiable reasons, the member requesting the convocation may convene the Committee.
(Convocation Procedure)
  1. 1. For the convocation of the Committee, the Committee shall determine the convening date and send the notification to each member one week in advance.
  2. 2. In the case of unanimous agreement by the members, the Committee shall be entitled to convene the meeting without the procedure stated in Paragraph 1.
(Items for Discussion)

Discussion Items to be submitted to the Committee are as follows:

  1. 1. Details regarding the General Shareholders' Committee
  2. 2. Details regarding the directors and board of directors
  3. 3. Details regarding the audit
(Committee Minutes)
  1. 1. Minutes shall be prepared with regard to the proceedings of a meeting of the board of directors.
  2. 2. The agenda, gist of the progress, results thereof, dissenters and reasons for their dissention shall be entered in the minutes, and the members present at the meeting shall write their names and affix seals, or sign thereon.

In order to facilitate the access to operational information needed for auditing by the Audit Committee, Hankook Tire has established "Audit Committee Operation Regulations," as its internal regulation; by specifying the permission to request the directors at any time for reports regarding the operations, or to investigate the company's financial status, it provides the basis for such activities.


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