SK Square

Corporate Governance

SK Square has established a governance structure that brings transparency into its management activities based on checks and balances centered on the BOD and aims to continuously enhance corporate value through sound and stable management activities. In addition, we have announced the “execution of responsible management centered on the BOD.”

BOD-centered Management

The BOD is composed of executive and independent directors with competence through expertise and experience in various fields based on the principles of independence, expertise, and diversity. Through its board-centered management, SK Square will pursue harmonious and balanced happiness and social values between the company and society.

Articles of Incorporation
BOD Regulations
Board Independence and Diversity Guidelines
Board Skills Matrix
Corporate Governance Charter
Committee Regulations	Independent Director Nominating Committee
	Audit Committee
	ESG Committee
	Future Strategy Committee
	Compensation Committee
Differences from Governance Best Practices

Committees within the BOD

SK Square has established and operates five committees under the BOD to enhance its professionalism and efficiency. These include the Independent Director Nominating Committee, the Audit Committee, the ESG Committee, the Future Strategy Committee, and the Compensation Committee. Each committee within the BOD stipulates its organization, operation, and authority in the operating regulations for each committee for efficient work performance.

The Committees

Independent Director Nominating Committee: It deliberates and decides on matters necessary for the nomination of independent director candidates.; Candidates for independent directors are composed of competent persons who meet the qualifications required by the Commercial Act, other related laws, and the Articles of Incorporation, and possess expertise and responsibilities in various fields without discrimination.

Audit Committee: It reviews the company's financial, tax, and audit-related risks.; It reviews the financial statements and accompanying statements for auditing, and audit procedures and results of independent accounting firms.; It also conducts audits on the effectiveness of internal controls and evaluation of internal control structures.

ESG committee: It reviews the direction and performance of major areas related to the environment, social value, and corporate governance.; It also deliberates on how the company can achieve long-term sustainable growth and development.

Future Strategy Committee: It deliberates on corporate governance and governance-related regulations that have a significant impact on shareholder value.; It also discusses company-wide key performance indicators (KPIs) and the company's mid- to long-term future strategies.

Compensation committee: It manages and recommends candidates for the representative director.; It proposes reappointment and appointment of the representative director.; It also reviews the appropriateness of remuneration for the representative director and executive directors.

Enhancement of Board Independence, Diversity, and Expertise

SK Square appoints independent directors who meet the requirements for independence to make decisions independently of the management and controlling shareholders when electing independent directors. To bolster its independence, the BOD ensures that an independent director can be elected as its chairperson. Also, the BOD is composed of investment, finance, economics, legal affairs, and accounting experts to secure balanced expertise in various fields.

Board Independence, Diversity, and Expertise Policy

The BOD chair is separate from the CEO. With an independent director as the BOD chair, it is possible to bolster the independence of the governance structure. In addition, independent directors account for more than half of the BOD.
The standards for determining the independence of independent directors and conflicts of interest are specified in the Articles of Incorporation in accordance with the Commercial Act, the Fair Transactions in Franchise Business Act, and other laws in South Korea.
Diversity is ensured by appointing directors without discrimination based on gender, race, nationality, region, or religion.
Experts in each field, such as management, economy, accounting, law, or investment, were appointed to strengthen the BOD’s expertise.

Performance and Goals

Percentage of independent directors in BOD
Unit	%
2023	57.1
2024	60
2025	66.7

Number of female directors
Unit	Director
2023	1
2024	1
2025	1

Percentage of female directors
Unit	%
2023	14.3
2024	20
2025	16.7

2024	2025 Target
Upgrading the ESG issue management system (increasing the ESG discussion within the BOD) Increasing communication with various stakeholders (bolstering expertise)	Continuously boosting BOD independence, diversity, and expertise

Category	Unit	2023	2024	2025
Percentage of independent directors in BOD	%	57.1	60	66.7
Number of female directors	Director	1	1	1
Percentage of female directors	%	14.3	20	16.7

2024	2025 Target
Upgrading the ESG issue management system (increasing the ESG discussion within the BOD) Increasing communication with various stakeholders (bolstering expertise)	Continuously boosting BOD independence, diversity, and expertise

Appointment of Directors and Independent Directors

Directors are appointed at the General Shareholders' Meeting in accordance with Article 382 of the Commercial Act and Article 35 of the Articles of Incorporation, and independent directors are appointed from among candidates recommended by the Independent Director Nominating Committee in accordance with Article 582-8 of the Commercial Act and Article 36 (2) of the Articles of Incorporation. In particular, when it comes to recommending candidates for independent directors, the Compensation Committee, which has a majority of independent directors, recommends candidates with both expertise and independence through a fair and transparent process. Candidates for independent directors recommended through such rigorous screening and candidates for executive directors recommended after discussion with the BOD are finally selected at the General Shareholders' Meeting.

Independent Director Appointment Process

STEP 1. Eligibility review focusing on independence Consideration of independent director qualifications and conflicts of interest
STEP 2. Forming a pool of independent director candidates Consideration of professionalism and diversity
STEP 3. Candidate recommendation Independent director candidate recommendation by the Independent Director Nominating Committee
STEP 4. Final appointment Final appointment of independent directors through General Shareholders' Meeting

BOD Activities

SK Square basically holds regular board meetings. We operate a pre-report meeting for independent directors and actively support the activities of the BOD, such as providing information on management and resources necessary for performing tasks through the Secretariat of the BOD, a dedicated support organization.

Committee Activities

SK Square has committees under the BOD including the Independent Director Nominating Committee, the Audit Committee, the ESG Committee, the Future Strategy Committee, and the Compensation Committee. The organization, operation, and authority of all committees are stipulated in written form, and the details of each committee's holdings, agenda deliberation, and resolution are reported to the BOD. All committees are chaired by independent directors, and the ratio of independent directors is more than half to ensure independence and transparency in decision-making.

2025

Independent Director Nominating Committee

Role

Recommendation of candidates for independent director and deliberation and resolution on necessary matters

Composition 3 independent directors and 1 executive director
Members Ho In Kang (independent), Seung Gu Park (independent), Seong Woo Lee (independent), Jung Ho Park (executive)

Audit Committee

Role

Review the company's financial, tax, and audit-related risks
Audit on the effectiveness of internal control and evaluation of internal control structure

Composition 4 independent directors
Members Eun Sun Ki (independent), Ho In Kang (independent), Seung Gu Park (independent), Seong Woo Lee (independent)

ESG Committee

Role

Review of direction and performance related to environmental, social value, and corporate governance
Review of risks from the ESG perspective on the BOD agenda

Composition 3 independent directors
Members Ho In Kang (independent), Eun Sun Ki (independent), Seong Woo Lee (independent)

Governance Committee

Role

Deliberation of corporate governance and governance-related regulations
Discussion of company-wide key performance indicators and company's mid- to long-term future strategies

Composition 4 independent directors and 1 executive director
Members Ho In Kang (independent), Seong Woo Lee (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Poong Young Yoon (executive)

Compensation Committee

Role

Management and recommendation of candidates for CEO
Re-appointment and first-time appointment of the CEO, deliberation on the adequacy of remuneration for the CEO and executive directors

Composition 3 independent directors and 1 non-executive director
Members Seong Woo Lee (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Sung Ha Park (non-executive)

Independent Director Nominating Committee

Role

Recommendation of candidates for independent director and deliberation and resolution on necessary matters

Composition 3 independent directors and 1 non-executive director
Members Ho In Kang (independent), Seong Woo Lee (independent), Seung Gu Park (independent), Sung Hyung Lee (non-executive)

Audit Committee

Role

Review the company's financial, tax, and audit-related risks
Audit on the effectiveness of internal control and evaluation of internal control structure

Composition 4 independent directors
Members Eun Sun Ki (independent), Ho In Kang (independent), Seung Gu Park (independent), Seong Woo Lee (independent)

ESG Committee

Role

Review of direction and performance related to environmental, social value, and corporate governance
Review of risks from the ESG perspective on the BOD agenda

Composition 3 independent directors
Members Ho In Kang (independent), Seong Woo Lee (independent), Eun Sun Ki (independent)

Governance Committee

Role

Deliberation of corporate governance and governance-related regulations
Discussion of company-wide key performance indicators and company's mid- to long-term future strategies

Composition 4 independent directors, 1 executive director, 1 non-executive director
Members Seung Gu Park (independent), Ho In Kang (independent), Seong Woo Lee (independent), Eun Sun Ki (independent), Sung Ha Park (executive), Sung Hyung Lee (non-executive)

Compensation Committee

Role

Management and recommendation of candidates for CEO
Re-appointment and first-time appointment of the CEO, deliberation on the adequacy of remuneration for the CEO and executive directors

Composition 3 independent directors and 1 non-executive director
Members Seong Woo Lee (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Sung Hyung Lee (non-executive)

Independent Director Nominating Committee

Role

Recommendation of candidates for independent director and deliberation and resolution on necessary matters

Composition 3 independent directors and 1 non-executive director
Members Ho In Kang (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Moo Hwan Kim (non-executive)

Audit Committee

Role

Review the company's financial, tax, and audit-related risks
Audit on the effectiveness of internal control and evaluation of internal control structure

Composition 3 independent directors
Members Ho In Kang (independent), Seung Gu Park (independent), Eun Sun Ki (independent)

ESG Committee

Role

Review of direction and performance related to environmental, social value, and corporate governance
Review of risks from the ESG perspective on the BOD agenda

Composition 3 independent directors
Members Ho In Kang (independent), Seung Gu Park (independent), Eun Sun Ki (independent)

Governance Committee

Role

Deliberation of corporate governance and governance-related regulations
Discussion of company-wide key performance indicators and company's mid- to long-term future strategies

Composition 3 independent directors, 1 executive director, 1 non-executive director
Members Ho In Kang (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Myung Jin Han (executive), Moo Hwan Kim (non-executive)

Compensation Committee

Role

Management and recommendation of candidates for CEO
Re-appointment and first-time appointment of the CEO, deliberation on the adequacy of remuneration for the CEO and executive directors

Composition 3 independent directors and 1 non-executive director
Members Ho In Kang (independent), Seung Gu Park (independent), Eun Sun Ki (independent), Moo Hwan Kim (non-executive)

Independent Director Nominating Committee

Role

Recommendation of candidates for independent director and deliberation and resolution on necessary matters

Composition 3 independent directors and 1 non-executive director
Members Ho In Kang (independent), Seung Gu Park (independent), Ji Hoon Hong (independent), Jai Hun Jung (non-executive)

Audit Committee

Role

Review the company's financial, tax, and audit-related risks
Audit on the effectiveness of internal control and evaluation of internal control structure

Composition 4 independent directors
Members Eun Sun Ki (independent), Ho In Kang (independent), Seung Gu Park (independent), Ji Hoon Hong (independent)

ESG Committee

Role

Review of direction and performance related to environmental, social value, and corporate governance
Review of risks from the ESG perspective on the BOD agenda

Composition 3 independent directors
Members Ji Hoon Hong (independent), Seung Gu Park (independent), Eun Sun Ki (independent)

Future Strategy Committee

Role

Deliberation of corporate governance and governance-related regulations
Discussion of company-wide key performance indicators and company's mid- to long-term future strategies

Composition 4 independent directors, 1 executive director, 1 non-executive director
Members Seung Gu Park (independent), Ho In Kang (independent), Eun Sun Ki (independent), Ji Hoon Hong (independent), Myung Jin Han (executive), Jai Hun Jung (non-executive)

Compensation Committee

Role

Management and recommendation of candidates for CEO
Re-appointment and first-time appointment of the CEO, deliberation on the adequacy of remuneration for the CEO and executive directors

Composition 3 independent directors and 1 non-executive director
Members Seung Gu Park (independent), Ho In Kang (independent), Eun Sun Ki (independent), Jai Hun Jung (non-executive)

Independent Director Nominating Committee activities (2022)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Seong Woo Lee Jung Ho Park
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2022.12.20
2022.12.20	Election of the Chairperson of the Independent Director Nominating Committee (Proposal)	Ho In Kang	Yes Yes Yes Yes
2022.12.20	Independent Director Nominating Committee Operation Plan (Proposal)	Report	- - - -

Audit committee activities (2021)

Date	Agenda content	Approved or not	Director’s name
				Eun Sun Ki Ho In Kang Seung Gu Park Seong Woo Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2021.11.24
2021.11.24	Election of the Chairperson of the Audit Committee (Proposal)	Eun Sun Ki	Yes Yes Yes Yes
	Enactment of Internal Accounting Management Regulations (Proposal)	Approved	Yes Yes Yes Yes
	Enactment of External Auditor Appointment Regulations (Proposal)	Approved	Yes Yes Yes Yes
	Selection of External Auditor for 2021 (Proposal)	Approved	Yes Yes Yes Yes
2021.12.14
2021.12.14	External Auditor's Audit Plan for Fiscal Year 2021	Report	- - - -
2021.12.14	Preliminary Report on Selection of External Auditors for Fiscal Years 2022-2024	Report	- - - -
2021.12.21
2021.12.21	Selection of External Auditor for 2022-2024 (Proposal)	Approved	Yes Yes Yes Yes

Audit committee activities (2022)

Date	Agenda content	Approved or not	Director’s name
				Eun Sun Ki Ho In Kang Seung Gu Park Seong Woo Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:85.7% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2022.2.7
2022.2.7	First Annual Report on Internal Control over Financial Reporting	Report	- - - -
	Ethical Management Promotion Plan for 2022	Report	- - - -
	Audit Committee's Opinion on Internal Monitoring System (Proposal)	Approved	Yes Yes Yes Yes
2022.2.23
2022.2.23	Report on Audit Results for 2021	Report	- - - -
	Evaluation of Internal Control over Financial Reporting (Proposal)	Approved	Yes Yes Yes Yes
	Confirmation of Opinions on Investigation of Agenda and Documents for the First Regular General Shareholders' Meeting (Proposal)	Approved	Yes Yes Yes Yes
	First Annual Audit Report (Proposal)	Approved	Yes Yes Yes Yes
2022.4.27
2022.4.27	Report on the Audit Plan for the Second Financial Statements	Report	- - - -
	Report on the Plan for Evaluation of the Operation of Internal Control over Financial Reporting	Report	- - - -
	Azure Service Contract with SK Telecom (Proposal)	Approved	Yes Yes Absent Yes
2022.6.28
2022.6.28	Report on the Duties of Risk Management and Corporate Auditing Office	Report	- - - -
2022.6.28	Evaluation Results of the External Auditor's Service for Fiscal Year 2021	Report	- - - -
2022.8.31
2022.8.31	Report of the External Auditor’s Semi-Annual Review for 2022	Report	- - - -
	Interim Report on Internal Control over Financial Reporting for 2022	Report	- - - -
	Follow-up Report on the Duties of Risk Management and Corporate Auditing Office	Report	- - - -
2022.9.26
2022.9.26	Report on the Diagnosis Results of the Subsidiary's Ethical Management System and Internal Control	Report	- - - -
2022.9.26	Plan for Supporting the Audit Committee's Accounting Audit for 2022	Report	- - - -
2022.11.28
2022.11.28	Report on the Implementation Results of SK Group Management Diagnosis for 2021	Report	- - - -
	Results of Ethical Management Level Measurement for 2022	Report	- - - -
	Evaluation Results of Leaders' Ethical Management Performance for 2022	Report	- - - -
	Analysis of the Audit and Review Results of Internal Control over Financial Reporting for Listed Companies in 2021	Report	- - - -
2022.12.19
2022.12.19	External Auditor's Audit Remuneration for 2023 (Proposal)	Approved	Yes Yes Yes Yes
	Report on Interim Evaluation of Internal Control over Financial Reporting for 2022	Report	- - - -
	Report on the Progress of Support for the Audit Committee's Accounting Audit for 2022	Report	- - - -

ESG committee activities (2022)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seong Woo Lee Eun Sun Ki
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:75%
				Yes/ No Yes/ No Yes/ No
2022.3.25
2022.3.25	Election of the Chairperson of the ESG Committee (Proposal)	Ho In Kang	Yes Yes Yes
2022.3.25	SK Square's ESG Promotion Plan for 2022	Report	- - -
2022.6.27
2022.6.27	Report on Corporate Governance and Environment-Related Disclosures	Report	- - -
2022.9.26
2022.9.26	Progress Report on SK Square's Net Zero Plan and ESG Information Disclosure	Report	- - -
2022.12.19
2022.12.19	2022 ESG Management Implementation Performance	Report	- - -

Governance committee activities (2022)

Date	Agenda content	Approved or not	Director’s name
				Poong Young Yoon Seung Gu Park Ho In Kang Seong Woo Lee Eun Sun Ki
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No
2022.3.25
2022.3.25	Election of the Chairperson of the Governance Committee (Proposal)	Seung Gu Park	Yes Yes Yes Yes Yes
2022.3.25	2022 Company-wide KPI	Report	- - - - -

Compensation committee activities (2022)

Date	Agenda content	Approved or not	Director’s name
				Seong Woo Lee Eun Sun Ki Sung Ha Park Seung Gu Park
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2022.2.7
2022.2.7	Election of the Chairperson of the Compensation Committee (Proposal)	Seong Woo Lee	Yes Yes Yes Yes
2022.2.7	Payment of Incentives for Executive Directors in 2021 (Proposal)	Deliberate	- - - -
2022.2.23
2022.2.23	Payment of Remuneration for CEO and Executive Directors in 2022 (Proposal)	Deliberate	- - - -
2022.3.25
2022.3.25	SK Square's Compensation System	Report	- - - -
2022.3.25	Grant of LTI to CEO and Executive Directors (Proposal)	Deliberate	- - - -
2022.4.28
2022.4.28	Compensation Based on Investment Performance	Deliberate	- - - -

Director Park Sung-ha resigned from the Board of Directors as of December 31, 2022.

Independent Director Nominating Committee activities (2023)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Seong Woo Lee Jung Ho Park Sung Hyung Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2023.2.9
2023.2.9	Recommendation of Independent Director Candidates (Proposal)	Deliberate	- - - Note1) Note2) Note1) Note2)

Note1) Director Park Jung-ho resigned from the Board of Directors as of March 30, 2023.

Note2) Director Lee Sung-hyung was appointed as a new Non-Executive Director as of March 30, 2023.

Audit committee activities (2023)

Date	Agenda content	Approved or not	Director’s name
				Eun Sun Ki Ho In Kang Seung Gu Park Seong Woo Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:30%
				Yes/ No Yes/ No Yes/ No Yes/ No
2023.1.17
2023.1.17	Plan for Promoting Ethical Management for 2023	Report	- - - -
2023.2.8
2023.2.8	Second Annual Report on the Operation of Internal Control over Financial Reporting	Report	- - - -
2023.2.22
2023.2.22	Audit Results of Internal Control over Financial Reporting Plan for 2022	Report	- - - -
	Audit Results of Financial Statements for 2022	Report	- - - -
	Report on the Results of Support for the Audit Committee's Accounting Audit for 2022	Report	- - - -
	Evaluation of Internal Control over Financial Reporting (Proposal)	Approved	Yes Yes Yes Yes
	Confirmation of Opinions on Investigation of Agenda and Documents for the Second Regular General Shareholders' Meeting (Proposal)	Approved	Yes Yes Yes Yes
	Second Annual Audit Report (Proposal)	Approved	Yes Yes Yes Yes
	Audit Committee's Opinion on the Internal Control System (Proposal)	Approved	Yes Yes Yes Yes
2023.5.31
2023.5.31	Evaluation Results of the External Auditor's Service for Fiscal Year 2022	Report	- - - Absent
	Report on the Audit Plan for the Third Annual Financial Statements	Report	- - - Absent
	Report on the Plan for Evaluation of the Operation of Internal Control over Financial Reporting	Report	- - - Absent
2023.6.21
2023.6.21	Background of and Responses to the Amendment of the International Code of Ethics	Report	- - - Absent
2023.8.7
2023.8.7	Understanding of Anti-Bribery Management System	Report	- - - Absent
	Report of the External Auditor’s Semi-Annual Review for 2023	Report	- - - Absent
	Interim Report on the Internal Control over Financial Reporting	Report	- - - Absent
	Report of Unethical Conduct and the Results of Business Management Diagnosis on the Subsidiaries for the First Half of the Year	Report	- - - Absent
2023.8.28
2023.8.28	Plan for Supporting the Audit Committee's Accounting Audit for 2023	Report	- - - Absent
2023.10.10
2023.10.10	Report on the Progress of Support for the Audit Committee's Accounting Audit for 3Q 2023	Report	- - - Absent
2023.10.10	Method of Business Operation in Consideration of the Business Management Diagnosis Results and the Amendment to the Audit Committee Regulations	Report	- - - Absent
2023.11.28
2023.11.28	Results of the Ethical Management Level Measurement for 2023	Report	- - - Absent
2023.11.28	Results of Leaders' Efforts to Set an Example for 2023	Report	- - - Absent
2023.12.20
2023.12.20	Report on the Progress of Support for the Audit Committee's Accounting Audit for 2023	Report	- - - Absent
	Report on the Interim Evaluation of the Internal Control over Financial Reporting for 2023	Report	- - - Absent
	Batch Approval of Non-Audit Services by the External Auditor for 2024 (Proposal)	Approved	Yes Yes Yes Absent
	Remuneration for the External Auditor's Audit for 2024 (Proposal)	Approved	Yes Yes Yes Absent

ESG committee activities (2023)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seong Woo Lee Eun Sun Ki
				Attendance rate Attendance rate:100% Attendance rate:25% Attendance rate:75%
				Yes/ No Yes/ No Yes/ No
2023.3.29
2023.3.29	SK Square's ESG Plan for 2023	Report	- - -
2023.6.21
2023.6.21	Report on Key Contents of the Sustainability Report	Report	- Absent -
2023.8.7
2023.8.7	Report on Net Zero Implementation and ESG Initiatives Progress for First Half of 2023	Report	- Absent -
2023.11.28
2023.11.28	SK Square’s ESG Management Performance for 2023	Report	- Absent -

Governance committee activities (2023)

Date	Agenda content	Approved or not	Director’s name
					Seung Gu Park Ho In Kang Seong Woo Lee Eun Sun Ki Sung Ha Park Sung Hyung Lee
					Attendance rate Attendance rate: 100% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100%
					Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No
2023.1.17	2022 KPI Performance Evaluation	Report	-	-	-	-	Note1)	Note2)
2023.3.29	Report on SK Square’s KPI Establishment for 2023	Report	-	-	-	-	Note1)	Note2)
2023.1.17
2022 KPI Performance Evaluation	Report	-	-	-	-	Note1)	Note2)
2023.3.29
Report on SK Square’s KPI Establishment for 2023	Report	-	-	-	-	Note1)	Note2)

Note1) Director Park Sung-ha was appointed as a new Executive Director as of March 30, 2023.

Note2) Director Lee Sung-hyung was appointed as a new Non-Executive Director as of March 30, 2023.

Compensation committee activities (2023)

Date	Agenda content	Approved or not	Director’s name
					Seong Woo Lee Eun Sun Ki Sung Ha Park Sung Hyung Lee
					Attendance rate Attendance rate:40% Attendance rate:100% Attendance rate:100% Attendance rate:100%
					Yes/ No Yes/ No Yes/ No Yes/ No
2023.1.17	Improvement Plan for Compensation Scheme (Proposal)	Deliberate	-	-	-	Note1)
2023.2.22	Recommendation of Candidates for CEO (Proposal)/td>	Deliberate	-	-	-
2023.2.22	Remuneration for Executive Directors (Proposal)	Deliberate	-	-	-
2023.4.18	Remuneration for the Representative Director (Proposal)	Deliberate	Absent - - -
2023.7.12	Changes to the Remuneration System for the Representative Director (Proposal)	Deliberate	Absent - - -
	Provision of LTI to the Representative Director (Proposal)	Deliberate	Absent - - -
	Compensation for SK Shieldus' Investment Performance	Deliberate	Absent - - -
2023.8.28	Compensation for SK shieldus’ Investment Performance (Proposal)	Deliberate	Absent - - -
2023.1.17
Improvement Plan for Compensation Scheme (Proposal)	Deliberate	- - - Note1)
2023.2.22
Recommendation of Candidates for CEO (Proposal)	Deliberate	-	-	-	Note1)
Remuneration for Executive Directors (Proposal)	Deliberate	-	-	-	Note1)
2023.4.18
Remuneration for the Representative Director (Proposal)	Deliberate	Absent - - -
2023.7.12
Changes to the Remuneration System for the Representative Director (Proposal)	Deliberate	Absent - - -
Provision of LTI to the Representative Director (Proposal)	Deliberate	Absent - - -
Compensation for SK Shieldus' Investment Performance	Deliberate	Absent - - -
2023.8.28
Compensation for SK shieldus’ Investment Performance (Proposal)	Deliberate	Absent - - -

Note1) Director Lee Sung-hyung was appointed as a new Non-Executive Director as of March 30, 2023.

Independent Director Nominating Committee activities (2024)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Seong Woo Lee Moo Hwan Kim Sung Hyung Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:0% Attendance rate:0% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.21
2024.2.21	Recommendation of Candidates for the Appointment of Independent Directors at the Third Annual General Shareholders' Meeting (Proposal)	Deliberate	- - - Absent Before Appoint- ment -
2024.11.21
2024.11.21	Election of the Chairperson of the Independent Director Nominating Committee (Proposal)	Resolution	Yes Yes Yes Resign Absent Resign
2024.11.21	Discussion on Independent Director Candidates (Proposal)	Deliberate	- - - Resign Absent Resign

Audit committee activities (2024)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Seong Woo Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:0%
				Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	Third Annual Report on the Operation of Internal Control over Financial Reporting	Report	- - - Absent
	Non-Audit Services and Independence of Auditor	Report	- - - Absent
	Case Study on Accounting Standards	Report	- - - Absent
2024.2.21
2024.2.21	Evaluation Results of the External Auditor's Service for Fiscal Year 2023	Report	- - - Absent
	Audit Results of Financial Statements for 2023	Report	- - - Absent
	Report on the Results of Support for the Audit Committee's Accounting Audit for 2023	Report	- - - Absent
	SK Square’s Ethical Management and Audit Plan for 2024	Approved	Yes Yes Yes Absent
	Evaluation of the Operation of Internal Control over Financial Reporting (Proposal)	Approved	Yes Yes Yes Absent
	Confirmation of Opinions on Investigation of Agenda and Documents for the Third Regular General Shareholders' Meeting (Proposal)	Approved	Yes Yes Yes Absent
	Third Annual Audit Report (Proposal)	Approved	Yes Yes Yes Absent
	Audit Committee’s Statement on the Internal Monitoring System (Proposal)	Approved	Yes Yes Yes Absent
2024.5.29
2024.5.29	Election of the Chairperson of the Audit Committee (Proposal)	Approved	Yes Yes Yes Resign
	Evaluation Results of the External Auditor's Service for Fiscal Year 2023	Report	- - - Resign
	Report on the Progress of Support for the Audit Committee's Accounting Audit for 1Q 2024	Report	- - - Resign
	Report on the Plan for Evaluation of the Operation of Internal Control over Financial Reporting	Report	- - - Resign
2024.6.19
2024.6.19	Report on the Audit Plan for the Fourth Annual Financial Statements	Report	- - - Resign
2024.7.3
2024.7.3	Audit Report for 2024 First Extraordinary Shareholders' Meeting (Proposal)	Approved	Yes Yes Yes Resign
2024.8.13
2024.8.13	Interim Report on Internal Control over Financial Reporting for 2024	Report	- - - Resign
	Report of the External Auditor’s Semi-Annual Review for 2024	Report	- - - Resign
	Plan for Supporting the Audit Committee's Accounting Audit for 2024	Report	- - - Resign
2024.9.25
2024.9.25	Report on Appointment Plan for External Auditor for the 2025-2027 Fiscal Years	Report	- - - Resign
2024.9.25	Results of Risk Management Activity Review of SK Square and its Subsidiaries	Report	- - - Resign
2024.10.29
2024.10.29	Audit Committee's Major Accounting Oversight Practical Cases	Report	- - - Absent
2024.10.29	Report on the Progress of Support for the Audit Committee's Accounting Audit for 3Q 2024	Report	- - - Absent
2024.11.20
2024.11.20	Evaluation Results of External Auditor Candidates for the Fiscal Years 2025-2027	Report	- - - Absent
2024.11.20	2024.12.18
2024.12.18	Results of Ethical Management Level Measurement for 2024	Report	- - - Resign
	Report on the Progress of Support for the Accounting Audit for 2024	Report	- - - Resign
	Appointment of External Auditor for Fiscal Years 2025-2027 (Proposal)	Approved	Yes Yes Yes Resign
	Report on Interim Evaluation of Internal Control over Financial Reporting for 2024	Report	- - - Resign
	Batch Approval of Non-Audit Services by the External Auditor for 2025 (Proposal)	Approved	Yes Yes Yes Resign
	Leadership Evaluation of Internal Audit Department for 2024 (Proposal)	Approved	Yes Yes Yes Resign

ESG committee activities (2024)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Seong Woo Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:0%
				Yes/ No Yes/ No Yes/ No Yes/ No
2024.3.27
2024.3.27	Report on SK Square’s ESG Management Plan for 2024	Report	Before Appoint- ment - - Absent
2024.6.19
2024.6.19	Election of the Chairperson of the ESG Committee (Proposal)	Resolution	Yes Yes Yes Resign
2024.6.19	Report on Key Contents of the Sustainability Report and Materiality Assessment Results	Report	- - - Resign
2024.8.13
2024.8.13	Report on Net Zero Implementation and ESG Initiatives Progress for First Half of 2023	Report	- - - Resign
2024.11.20
2024.11.20	SK Square's 2024 ESG Management Achievements	Report	- - - Resign

Governance committee activities (2024)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Seong Woo Lee
				Attendance rate Attendance rate: 100% Attendance rate: 100% Attendance rate: 100% Attendance rate: 0%
				Yes/ No Yes/ No Yes/ No Yes/ No
				Director’s name
				Sung Hyung Lee Moo Hwan Kim Sung Ha Park Myung Jin Han
				Attendance rate Attendance rate: 100% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	SK Square's KPI Evaluation Results for 2023	Report	- - - Absent
2024.2.1	SK Square's KPI Evaluation Results for 2023	Report	- Before Appoint- ment - Before Appoint- ment
2024.2.21
2024.2.21	Report on SK Square’s Management Plan and KPI for 2024	Report	- - - Absent
2024.2.21	Report on SK Square’s Management Plan and KPI for 2024	Report	- Before Appoint- ment - Before Appoint- ment
2024.10.29
2024.10.29	Election of the Chairperson of the Governance Committee (Proposal)	Resolution	Yes Yes Yes Resign
		Resolution	Resign Yes Resign Yes
	Direction for 2025 KPI Redesign	Report	- - - Resign
	Direction for 2025 KPI Redesign	Report	Resign - Resign -
2024.12.18
2024.12.18	KPI Evaluation Results for 2024 and Report on SK Square's Management Plan and KPI for 2025	Report	- - - Resign
2024.12.18		Report	Resign - Resign -

Compensation Committee (2024)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Seong Woo Lee Moo Hwan Kim Sung Hyung Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:0% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	Remuneration for the Representative Director (Proposal)	Deliberate	- - - Absent Before Appoint- ment -
2024.6.24
2024.6.24	Election of the Chairperson of the Compensation Committee (Proposal)	Resolution	Yes Yes Yes Resign Yes Resign
2024.6.24	Recommendation of Candidates for CEO (Proposal)	Deliberate	- - - Resign - Resign
2024.7.3
2024.7.3	Recommendation of Candidates for CEO (Proposal)	Deliberate	- - - Resign - Resign
2024.9.26
2024.9.26	Remuneration for the Representative Director (Proposal)	Deliberate	- - - Resign - Resign
2024.12.18
2024.12.18	Remuneration for the Representative Director (Proposal)	Deliberate	- - - Resign - Resign

Independent Director Nominating Committee activities (2025)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Moo Hwan Kim
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2025.2.24
2025.2.24	Recommendation of Candidates for the Appointment of Independent Directors at the Fourth Annual General Shareholders' Meeting (Proposal)	Deliberate	- - - -

Audit committee activities (2025)

Date	Agenda content	Approved or not	Director’s name
					Ho In Kang Seung Gu Park Eun Sun Ki Ji Hoon Hong
					Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% -
					Yes/ No Yes/ No Yes/ No -
2025.2.11	'24~'25 Anti-Corruption Management System Audit Operations Results and Plan (Proposal)	Resolution	Yes	Yes	Yes	Before Appointment
2025.2.11	Fourth Annual Report on Internal Control over Financial Reporting	Report	-	-	-
2025.2.24	Audit Results of Financial Statements and Internal Control over Financial Reporting Plan for 2024	Report	-	-	-
	Report on the Results of Support for the Audit Committee's Accounting Audit for 2024	Report	-	-	-
	Evaluation of Internal Control over Financial Reporting (Proposal)	Resolution	Yes	Yes	Yes
	Confirmation of Opinions on Investigation of Agenda and Documents for the Fourth Regular General Shareholders' Meeting (Proposal)	Resolution	Yes	Yes	Yes
	Fourth Annual Audit Report (Proposal)	Resolution	Yes	Yes	Yes
	Audit Committee's Opinion on Internal Monitoring System (Proposal)	Resolution	Yes	Yes	Yes
2025.2.11
'24~'25 Anti-Corruption Management System Audit Operations Results and Plan (Proposal)	Resolution	Yes	Yes	Yes	Before Appoint- ment
Fourth Annual Report on Internal Control over Financial Reporting	Report	-	-	-	Before Appoint- ment
2025.2.24
Audit Results of Financial Statements and Internal Control over Financial Reporting Plan for 2024	Report	-	-	-	Before Appoint- ment
Report on the Results of Support for the Audit Committee's Accounting Audit for 2024	Report	-	-	-
Evaluation of Internal Control over Financial Reporting (Proposal)	Resolution	Yes	Yes	Yes
Confirmation of Opinions on Investigation of Agenda and Documents for the Fourth Regular General Shareholders' Meeting (Proposal)	Resolution	Yes	Yes	Yes
Fourth Annual Audit Report (Proposal)	Resolution	Yes	Yes	Yes
Audit Committee's Opinion on Internal Monitoring System (Proposal)	Resolution	Yes	Yes	Yes

ESG committee activities (2025)

Date	Agenda content	Approved or not	Director’s name
				Ho In Kang Seung Gu Park Eun Sun Ki Ji Hoon Hong
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:100% -
				Yes/ No Yes/ No Yes/ No -
2025.3.27
2025.3.27	Report on SK Square’s ESG Management Plan for 2025	Report	- - - Before Appoint- ment

BOD’s ESG Activities

In order to enhance the BOD’s implementation to drive ESG management, the ESG Committee under the BOD has expanded discussions regarding our ESG risks and performance further and continuously monitors the performance. In addition, the ESG Committee identifies and manages critical ESG issues for SK Square, and is in charge of reporting major issues to the BOD as well as approving them.

Key activities: Review the ESG strategy direction and manage and supervise (monitor) the implementation of major tasks; Final inspection of performance against annual goals and finding improvement points; Publication of reports to improve accessibility to ESG information; Invitation of key stakeholders related to ESG and operation of discussion sessions; Communication through participation in external ESG forums and events

Ho in Kang (ESG Committee Chairperson)	Eun Sun Ki (ESG Committee Member)	Seong Woo Lee (ESG Committee Member)
•Co-president, Citizens' Coalition for Safety (since 2021). Expert on social and safety issues	•Professor of Division of Business Administration and Accounting, Kangwon National University (since 2015), Expert on management, accounting, and finance	•Professor of Dong-A University Law School (since 2007), Expert on corporate governance structure

ESG Committee’s Activities

Implementation rate of the BOD’s ESG-related agenda
Unit	%
2022	100
2023	100
2024 Target	100

Number of cases of receiving ESG opinions and communication with stakeholders
Unit	Count
2022	4
2023	4
2024 Target	3

Major discussion in 2023
Net Zero plan and ESG management Progress

Category	Unit	2022	2023	2024 Target
Implementation rate of the BOD’s ESG-related agenda	%	100	100	100
Number of cases of receiving ESG opinions and communication with stakeholders	Count	4	4	3
Major discussion in 2023	Net Zero plan and ESG management Progress

ESG-based Executive Performance Evaluation and Compensation Policy

SK Square reflects ESG factors in its evaluation of the management's performance. We have bolstered executive power for ESG management by comprehensively considering financial and social performance. The KPI items reflected in the performance evaluation include factors covering the entire ESG areas, such as greenhouse gas reduction performance, employee safety and health, and anti-corruption practices.

ESG-based Executive Performance Evaluation and Compensation Goals

2023
Expand the scope of performance evaluation reflecting ESG factors
2025
Bolster the performance evaluation and compensation policy that reflects ESG factors

Performance in the ESG-based executive performance evaluation and compensation execution

ESG items reflected in management KPIs (2022)

Expertise Support for Independent Directors

In order to enhance independent directors’ understanding of the company, SK Square provides education on the company's strategic directions and major management status for independent directors in the form of orientation. To enhance the independent directors' expertise in decision-making, we provide investment-related insights, holds independent director reporting sessions, and supports training and seminar attendance.

Status of Training for Independent Directors

Number of training sessions to bolster the expertise of independent directors
Unit	Session
2022	5
2023	10
2024	9

Number of training hours to bolster the expertise of independent directors
Unit	Hour
2022	3
2023	5
2024	12

Category	Unit	2022	2023	2024
Number of training sessions to bolster the expertise of independent directors	Session	5	10	9
Number of training hours to bolster the expertise of independent directors	Hour	3	5	12

Information and Resources Support for Independent Directors

SK Square provides agenda materials to independent directors in advance before the BOD and committee meetings so that they can fully review the agenda and freely express their opinions on the agenda. To ensure that independent directors can perform their duties smoothly and in a professional manner in the BOD and its committees, we operate the BOD Secretariat, a dedicated support organization.

Status of the BOD Pre-reporting Sessions

Number of the BOD pre-reporting sessions held
Unit	Session
2022	9
2023	13
2024	8

Attendance rate at the BOD pre-reporting sessions
Unit	%
2022	100
2023	83*
2024	89*

Category	Unit	2022	2023	2024
Number of the BOD pre-reporting sessions held	Session	9	13	8
Attendance rate at the BOD pre-reporting sessions	%	100	83*	89*

*(43 Sessions /4 persons*13 Sessions) Director Lee Sung-woo was absent for the 5th~13th Sessions due to personal circumstances.

*(24 Sessions /4 persons*3 Sessions + 3 persons*5 Sessions) Director Lee Sung-woo was absent for the 1th~3th Sessions due to personal circumstances.

Status of the Independent Director Support Organization

Organization Name	BOD Secretariat
Staff Size	2 employees
Status (*Years in Employment)	-
Key Activities	General management and working-level support of the BOD and its committees

Organization Name	Staff Size	Status (*Years in Employment)	Key Activities
BOD Secretariat	2 employees	-	General management and working-level support of the BOD and its committees

Prevention of Internal Transaction

and Self-dealing

SK Square has established internal audit standards to prevent internal transactions and self-dealing in violation of the principle of equity. Pursuant to Article 49 of the Articles of Association, Paragraphs 1-12 and 1-17 of Article 8 of the Board of Directors Regulations, and Paragraphs 1-8 to 1-12 of Article 6 of the Audit Committee Regulations, directors may not enter into transactions with the Company without the prior approval of the BOD. Significant related party transactions between affiliates and transactions with stakeholders, including major shareholders, require the approval of the BOD or the Audit Committee. The Future Strategy Committee was established to protect the value and rights of shareholders and enhance transparency in corporate governance. The committee reviews internal transactions required by the Monopoly Regulation and Fair Trade Act, the Commercial Act and other matters that may have a significant impact on shareholder value.

Corporate Governance As of Aug. 14, 2024

Ho In Kang

Independent Director(Registered/Part-time) / Chairman of Board of Directors, SK Square

Appointment

2024.3.28. (First appointment : 2021.11.2.)

Term

2027 Ordinary General Meeting of Shareholders
- Career in Brief
- Advisor, Yulchon LLC('20~present)
- Co-president, Citizens’ Coalition for Safety('21~present)
- Outside Director, GS Engineering & Construction Corp.('22~'24)
- Minister, Ministry of Land, Infrastructure and Transport('15~'17)
- Administrator, Public Procurement Service('12~'13)
Myung Jin Han

CEO(Registered/Full-time)

Appointment

2024.8.14. (First appointment : 2024.8.14.)

Term

2027 Ordinary General Meeting of Shareholders
- Career in Brief
- Chief Strategy Officer, SK Telecom('22~'23)
- Head of MNO Marketing and Subscription Business, SK Telecom('19~'21)
- Head of Global Alliance, SK Telecom('17~'18)
Seung Gu Park

Independent Director(Registered/Part-time)

Appointment

2024.3.28. (First appointment : 2021.11.2.)

Term

2027 Ordinary General Meeting of Shareholders
- Career in Brief
- Country Executive of BOA Merrill Lynch Korea('13~'21)
- Branch Manager, Credit Suisse Seoul Branch('11~'13)
Eun Sun Ki

Independent Director(Registered/Part-time)

Appointment

2024.3.28. (First appointment : 2021.11.2.)

Term

2027 Ordinary General Meeting of Shareholders
- Career in Brief
- Professor, Division of Business Administration and Accounting, Kangwon National University('15~present)
- Outside Director, KTB Investment & Securities Co., Ltd.('22~present)
- Member, Corporate Review Committee, KOSDAQ Market Committee, Korea Exchange('20~present)
Ji Hoon Hong

Independent Director(Registered/Part-time)

Appointment

2025.3.27. (First appointment : 2025.3.27.)

Term

2028 Ordinary General Meeting of Shareholders
- Career in Brief
- Managing Partner of White & Case Seoul Office('19~'22)
- Lawyer at White & Case('13~'19)
- Lawyer at Shearman & Sterling('86~'13)
Jai Hun Jung

Non-executive Director(Registered/Part-time)

Appointment

2025.3.27. (First appointment : 2025.3.27.)

Term

2028 Ordinary General Meeting of Shareholders
- Career in Brief
- President of Governance & External Affairs (CGO), SK Telecom('24~present)
- Head of Investment Support Center, SK Square('21~'24)
- Head of Legal Affairs Group, SK Telecom('20~'21)
- Presiding Judge, Seoul Central District Court('19~'20)

Director’s Compensation

Establishing Compensation Policy

Consideration and reflection of stakeholder’s opinion

HR - ① Establishment of CEO/executive director compensation policy

Compensation Committee - ② Deliberation on CEO/executive director compensation policy

Evaluation and Confirmation

Evaluation(*The CEO is delegated the authority to evaluate the executive directors) → Compensation confirmed/paid

Division in charge - Strategy(Prepare KPI assessment results)
BOD - Future Strategy Committee(Deliberate on KPI assessment results)
1. Pass on results
2. HR(Report CEO/executive director compensation plans)
Board of Directors - Report KPI assessment results

Division in charge - HR(Present the CEO performance evaluation plan)
BOD (Deliberate on and review CEO performance evaluation)
Pass on results
HR(Report CEO/executive director compensation plans)
Compensation Committee(Review CEO/executive director compensation, Submit to the Board of Directors)
Board of Directors(Vote on CEO/executive director compensation)

HR(Present the CEO performance evaluation plan)

HR(Report CEO/executive director compensation plans)

Compensation Policy

The compensation of SK Square’s directors is determined within the limits approved by the general meeting of shareholders and is paid based on management performance and roles performed, following a resolution by the Board of Directors.
The severance pay for directors is provided in accordance with the regulations approved by the general meeting of shareholders. The detailed information is as follows.

Annual base salary
Comprehensive consideration of roles and performance, base salary, etc. The CEO’s annual base salary is initially determined at a level of 0-10% of the original annual base salary based on the evaluation of the company’s KPIs, and the final adjustment is made by the BOD, taking into account changes in the business environment, external compensation competitiveness, and the role of the group NAV Discount Reduction, Portfolio Value-Up, Stock Price, etc.

Annual base salary

Comprehensive consideration of roles and performance, base salary, etc.
The CEO’s annual base salary is initially determined at a level of 0-10% of the original annual base salary based on the evaluation of the company’s KPI*s, and the final adjustment is made by the BOD, taking into account changes in the business environment, external compensation competitiveness, and the role of the group

*NAV Discount Reduction, Portfolio Value-Up, Stock Price, etc.

Short-term Incentive
The level of achievement of quantitative and qualitative targets, including corporate value, portfolio’s profit improvement/management milestone achievement and ESG strategic tasks, and leadership in creating management performance, is considered in total The CEO’s short-term incentive is divided into Target Incentive (0~50% of annual base salary) based on the evaluation of company KPIs and Value Incentive (0~110% of annual base salary) based on financial performance and corporate value enhancement performance, with final adjustments made by the BOD

Short-term Incentive

The level of achievement of quantitative and qualitative targets, including corporate value, portfolio’s profit improvement/management milestone achievement and ESG strategic tasks, and leadership in creating management performance, is considered in total
The CEO’s short-term incentive is divided into Target Incentive (0~50% of annual base salary) based on the evaluation of company KPIs and Value Incentive (0~110% of annual base salary) based on financial performance and corporate value enhancement performance, with final adjustments made by the BOD

Long-term Incentive
Performance Stock Units (PSUs) are granted to align the interests of management and shareholders, and to strengthen the alignment of management compensation with corporate value growth, with the actual shares vesting three years after grant based on the growth in our stock price and corporate value linked to the KOSPI 200 Long-term incentive for the CEO can range from 0 to 500% of annual base salary, depending on the growth in corporate value, and is finally paid in shares after the BOD approves the disposal of treasury shares

Long-term Incentive

Performance Stock Units (PSUs) are granted to align the interests of management and shareholders, and to strengthen the alignment of management compensation with corporate value growth, with the actual shares vesting three years after grant based on the growth in our stock price and corporate value linked to the KOSPI 200
Long-term incentive for the CEO can range from 0 to 500% of annual base salary, depending on the growth in corporate value, and is finally paid in shares after the BOD approves the disposal of treasury shares

Category	Details
Annual base salary	Comprehensive consideration of roles and performance, base salary, etc. The CEO’s annual base salary is initially determined at a level of 0-10% of the original annual base salary based on the evaluation of the company’s KPIs, and the final adjustment is made by the BOD, taking into account changes in the business environment, external compensation competitiveness, and the role of the group NAV Discount Reduction, Portfolio Value-Up, Stock Price, etc.
Short-term Incentive	The level of achievement of quantitative and qualitative targets, including corporate value, portfolio’s profit improvement/management milestone achievement and ESG strategic tasks, and leadership in creating management performance, is considered in total The CEO’s short-term incentive is divided into Target Incentive (0~50% of annual base salary) based on the evaluation of company KPIs and Value Incentive (0~110% of annual base salary) based on financial performance and corporate value enhancement performance, with final adjustments made by the BOD
Long-term Incentive	Performance Stock Units (PSUs) are granted to align the interests of management and shareholders, and to strengthen the alignment of management compensation with corporate value growth, with the actual shares vesting three years after grant based on the growth in our stock price and corporate value linked to the KOSPI 200 Long-term incentive for the CEO can range from 0 to 500% of annual base salary, depending on the growth in corporate value, and is finally paid in shares after the BOD approves the disposal of treasury shares

※Separately, there is an investment performance compensation system in which the BOD deliberates whether compensation is necessary when investment returns exceed the usual level, and if it is deemed necessary to implement compensation, the size of the compensation is determined according to the set criteria*.

*Compensation is paid as a percentage of the ‘investment performance excess profit’ in excess of the hurdle rate, and may be appropriately allocated and paid according to the role and contribution related to investment performance.

Articles of Incorporation

Sustainability