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
	Governance 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 Governance 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.

Governance 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.

Goals and Performance

Percentage of independent directors in BOD
Unit	%
2021	57.1
2022	57.1
2023	57.1
2024	60

Number of female directors
Unit	Director
2021	1
2022	1
2023	1
2024	1

Percentage of female directors
Unit	%
2021	14.3
2022	14.3
2023	14.3
2024	20

2023	2025
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	2021	2022	2023	2024
Percentage of independent directors in BOD	%	57.1	57.1	57.1	60
Number of female directors	Director	1	1	1	1
Percentage of female directors	%	14.3	14.3	14.3	20

2023	2025
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 Review of qualifications for independent directors
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 Governance 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.

2024

2023

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), Sung Ha Park (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 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	Ho In Kang	Yes Yes Yes Yes
2022.12.20	Independent Director Nominating Committee Operation plan	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	Eun Sun Ki	Yes Yes Yes Yes
	Enactment of internal accounting management regulations	Approved	Yes Yes Yes Yes
	Enactment of external auditor appointment regulations	Approved	Yes Yes Yes Yes
	Selection of external auditor in 2021	Approved	Yes Yes Yes Yes
2021.12.14
2021.12.14	External auditor audit plan for 2021	Report	- - - -
2021.12.14	Preliminary report for selection of external auditors for 2022 ~ 2024	Report	- - - -
2021.12.21
2021.12.21	Selection of external auditor from 2022 ~ 2024	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	Report of 1st Internal control over financial repoting	Report	- - - -
	Ethical management promotion plan for 2022	Report	- - - -
	Opinion of the audit committee on internal monitoring system	Approved	Yes Yes Yes Yes
2022.2.23
2022.2.23	Report on audit results in 2021	Report	- - - -
	Evaluation of Internal control over financial repoting	Approved	Yes Yes Yes Yes
	Confirmation of opinions about document investigation and 1st regular general meeting of shareholders	Approved	Yes Yes Yes Yes
	1st audit report	Approved	Yes Yes Yes Yes
2022.4.27
2022.4.27	Report of audit plan for the 2nd financial statements	Report	- - - -
	Report of Internal control over financial repoting plan	Report	- - - -
	Azure service contract with SK Telecom	Approved	Yes Yes Absent Yes
2022.6.28
2022.6.28	Report of risk management and corporate auditing office	Report	- - - -
2022.6.28	Result of evaluation of external auditor for 2021	Report	- - - -
2022.8.31
2022.8.31	Report of 2022 External audit interim review	Report	- - - -
	Interim report of 2022 Internal control over financial repoting	Report	- - - -
	Follow-up report 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	2022 Plan for supporting the audit committee's accounting audit tasks	Report	- - - -
2022.11.28
2022.11.28	2021 Report on the implementation results of SK group management diagnosis	Report	- - - -
	2022 Results of ethical management level measurement	Report	- - - -
	2022 Evaluation result of leaders' ethical management performance	Report	- - - -
	2021 Audit and analysis of the Internal control over financial repoting of a listed company	Report	- - - -
2022.12.19
2022.12.19	2023 External auditor's audit remuneration	Approved	Yes Yes Yes Yes
	Report of interim evaluation on 2022 Internal control over financial repoting	Report	- - - -
	2022 Progress report on accounting audit in support of the Audit Committee	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	Ho In Kang	Yes Yes Yes
2022.3.25	Promotion plan of SK Square ESG in 2022	Report	- - -
2022.6.27
2022.6.27	Report of corporate governance and environment related disclosures	Report	- - -
2022.9.26
2022.9.26	Progress of SK Square Net Zero plan and ESG information disclosure	Report	- - -
2022.12.19
2022.12.19	2022 Performance of ESG management implementation	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	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	Seong Woo Lee	Yes Yes Yes Yes
2022.2.7	Payment of incentive for executive director in 2021	Deliberate	- - - -
2022.2.23
2022.2.23	Payment of remuneration for CEO and executive director in 2022	Deliberate	- - - -
2022.3.25
2022.3.25	Compensation system of SK Square	Report	- - - -
2022.3.25	Grand of LTI to CEO and executive director	Deliberate	- - - -
2022.4.28
2022.4.28	Compensation of 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	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	2023 Plan for promoting ethical management	Report	- - - -
2023.2.8
2023.2.8	Report on the operation status of 2nd Internal control over financial repoting	Report	- - - -
2023.2.22
2023.2.22	Audit result of 2022 Internal control over financial repoting plan	Report	- - - -
	Audit result of 2022 Financial Statement	Report	- - - -
	2022 Result report on accounting audit in support of the Audit Committee	Report	- - - -
	Evaluation plan of Internal control over financial repoting plan	Approved	Yes Yes Yes Yes
	Confirmation of opinions about document investigation and 2nd regular general meeting of shareholders	Approved	Yes Yes Yes Yes
	2nd audit report	Approved	Yes Yes Yes Yes
	Audit Committee's opinion on the internal control system	Approved	Yes Yes Yes Yes
2023.5.31
2023.5.31	Result of Evaluation on the Independent Auditor’s Service for Fiscal Year 2022	Report	- - - Absent
	Report on the Audit Plan for the 3rd Annual Financial Statements	Report	- - - Absent
	Report on the Plan for Evaluation on the Operation of Internal Control over Financial Reporting	Report	- - - Absent
2023.6.21
2023.6.21	Background of and Responses to the Amendment of International Code of Ethics	Report	- - - Absent
2023.8.7
2023.8.7	Understanding of Anti-bribery Management System	Report	- - - Absent
	Report on the Independent Auditor’s Semi-Annual Review for 2023	Report	- - - Absent
	Interim Report on the Internal Control over Financial Reporting	Report	- - - Absent
	Reports of Unethical Conduct and the Result of Business Management Diagnosis on the Subsidiaries	Report	- - - Absent
2023.8.28
2023.8.28	Audit Committee’s Plan on the Support for the Accounting Audit for 2023	Report	- - - Absent
2023.10.10
2023.10.10	Audit Committee’s Report on the Progress of Support for the Accounting Audit for 3Q 2023	Report	- - - Absent
2023.10.10	Method of Business Operation in Consideration of the Business Management Diagnosis Result and the Amendment to the Regulation of Audit Committee	Report	- - - Absent
2023.11.28
2023.11.28	Result of the Measurement of Ethical Management Level for 2023	Report	- - - Absent
2023.11.28	Result of Efforts among Leaders to Set an Example for 2023	Report	- - - Absent
2023.12.20
2023.12.20	Audit Committee’s Report on the Progress of Support for the Accounting Audit for 2023	Report	- - - Absent
	Report on the Interim Evaluation of the Internal Control over Financial Reporting for 2023	Report	- - - Absent
	Batch Approval on Non-Audit Service of the Independent Auditor for 2024(Proposal)	Approved	Yes Yes Yes Absent
	Remuneration for the Audit by Independent Auditor for 2024	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 Main Content of the Sustainability Report	Report	- Absent -
2023.8.7
2023.8.7	Report on the Implementation of Net Zero and the Progress in ESG Initiatives for 1H 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 of compensation scheme	Deliberate	-	-	-	Note1)
2023.2.22	Recommendation of candidates for CEO	Deliberate	-	-	-
2023.2.22	Remuneration for executive director	Deliberate	-	-	-
2023.4.18	Remuneration for the Representative Director(Proposal)	Deliberate	Absent - - -
2023.7.12	Change of the Remuneration System for the Representative Director(Proposal)	Deliberate	Absent - - -
	Provision of LTI to 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 of compensation scheme	Deliberate	- - - Note1)
2023.2.22
Recommendation of candidates for CEO	Deliberate	-	-	-	Note1)
Remuneration for executive director	Deliberate	-	-	-	Note1)
2023.4.18
Remuneration for the Representative Director(Proposal)	Deliberate	Absent - - -
2023.7.12
Change of the Remuneration System for the Representative Director(Proposal)	Deliberate	Absent - - -
Provision of LTI to 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 Seong Woo Lee Sung Hyung Lee
				Attendance rate Attendance rate:100% Attendance rate:100% Attendance rate:0% Attendance rate:100%
				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 3rd Annual General Shareholders’ Meeting(proposal)	Deliberate	- - Absent -

Audit committee activities (2024)

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:0%
				Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	The 3rd Annual Report on the Operation of Internal Control over Financial Reporting	Report	- - - Absent
	Independence of Non-Audit Service and Auditor	Report	- - - Absent
	Case Study on the Accounting Standards	Report	- - - Absent
2024.2.21
2024.2.21	Result of Audit on the Internal Control over Financial Reporting for 2023	Report	- - - Absent
	Result of Audit on the Financial Statements for 2023	Report	- - - Absent
	Audit Committee Report on the Result of Support for the 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 the Agenda and the Opinions from the Written Survey for the 3rd Annual General Shareholders’ Meeting(Proposal)	Approved	Yes Yes Yes Absent
	The 3rd Annual Audit Report(Proposal)	Approved	Yes Yes Yes Absent
	Audit Committee’s Statement on the Internal Monitoring System(Proposal)	Approved	Yes Yes Yes Absent

ESG committee activities (2024)

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:0% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No
2024.3.27
2024.3.27	Report on SK Square’s ESG Management Plan for 2024	Report	- Absent -

Governance committee activities (2024)

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: 0% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100%
				Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	SK Square’s KPI Evaluation Result for 2023	Report	- - Absent - - -
2024.2.21
2024.2.21	Report on SK Square’s Management Plan and KPI for 2024	Report	- - Absent - - -

Compensation Committee (2024)

Date	Agenda content	Approved or not	Director’s name
				Seong Woo Lee Eun Sun Ki Seung Gu Park Sung Hyung Lee
				Attendance rate Attendance rate:0% Attendance rate:100% Attendance rate:100% Attendance rate:100%
				Yes/ No Yes/ No Yes/ No Yes/ No
2024.2.1
2024.2.1	Remuneration for the Representative Director(Proposal)	Deliberate	Absent - - -

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	%
2021	-
2022	100
2023 Target	100

Number of cases of receiving ESG opinions and communication with stakeholders
Unit	Count
2021	-
2022	4
2023 Target	3

Major discussion in 2022
2021	Strategies for 2040 Net Zero
2022
2023 Target

Category	Unit	2021	2022	2023 Target
Implementation rate of the BOD’s ESG-related agenda	%	-	100	100
Number of cases of receiving ESG opinions and communication with stakeholders	Count	-	4	3
Major discussion in 2022	Strategies for 2040 Net Zero

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
2021	2
2022	5
2023	10

Number of training hours to bolster the expertise of independent directors
Unit	Hour
2021	2.5
2022	3
2023	5

Category	Unit	2021	2022	2023
Number of training sessions to bolster the expertise of independent directors	Session	2	5	10
Number of training hours to bolster the expertise of independent directors	Hour	2.5	3	5

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
2021	1
2022	9
2023	13

Attendance rate at the BOD pre-reporting sessions
Unit	%
2021	100
2022	100
2023	83*

Category	Unit	2021	2022	2023
Number of the BOD pre-reporting sessions held	Session	1	9	13
Attendance rate at the BOD pre-reporting sessions	%	100	100	83*

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

Corporate Governance As of Mar. 28, 2024

Sung Ha Park

CEO(Registered/Full-time)

Appointment

2023.3.30. (First appointment : 2023.3.30.)

Term

2026 Ordinary General Meeting of Shareholders
- Career in Brief
- CEO & President, SK Square('23~present)
- CEO & President, SK Inc.('20~'22)
- Head of Strategic Support & Vice President, SK SUPEX Council('17~'19)
- Head of PM Division & Senior Director, SK Holdings('14~'16)
Moo Hwan Kim

Non-executive Director(Registered/Part-time)

Appointment

2024.3.28. (First appointment : 2024.3.28.)

Term

2027 Ordinary General Meeting of Shareholders
- Career in Brief
- Head of Green Investment Division and
  EPCM TF, SK Inc.('23~present)
- Head of Green Investment Center, SK Inc.('21~'22)
- Head of SKTA Business Development, SK Telecom('16~'20)
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)
- Outside Director, GS Engineering & Construction Corp.('22~present)
- Co-president, Citizens’ Coalition for Safety('21~present)
- Minister, Ministry of Land, Infrastructure and Transport('15~'17)
- Administrator, Public Procurement Service('12~'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)
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)

Articles of Incorporation

Sustainability