Organization

1. The committee shall consist of the CEO and Chairman, and at least two directors.
2. When the Chairman deems it necessary, external experts may be consulted.

Convening Meetings and Chairperson

1. The Chairman shall serve as the chairperson of the committee. If the chairperson is unable to perform their duties, the duties shall be carried out according to the hierarchy previously established by the committee.
2. The meeting may be convened when the chairperson deems it necessary.
3. When convening a meeting, a notice specifying the date, time, location, purpose, and agenda must be sent to each member at least seven days in advance. However, in urgent cases, this period may be shortened, and the convening process may be waived with the unanimous consent of all members.

Resolutions

The committee shall resolve the following matters:

1. Succession planning for subsidiary CEOs
2. Establishment of qualifications for subsidiary CEOs
3. Management of candidate pools and verification of qualifications for subsidiary CEOs
4. Decision on initiating the succession process for subsidiary CEOs
5. Recommendation of subsidiary CEO candidates
6. Other matters related to the recommendation of subsidiary CEO candidates

Organization

1. The committee shall consist of at least three directors, with at least two-thirds being Independent Directors.
2. At least one member must be an accounting or financial expert as defined by relevant laws.

Chairperson

1. The chairperson shall be appointed by the committee from among the Independent Directors within the committee.
2. The term of the chairperson shall be one year.
3. If the chairperson is unable to perform their duties, the duties shall be carried out according to the hierarchy established by the committee.

Convening Meetings

1. The meeting shall be convened by the chairperson. Article 9 Paragraph 3 (Chairperson 3) shall apply if the chairperson is unable to perform their duties.
2. At least one member must be an accounting or financial expert as defined by relevant laws.
3. Any committee member may request the chairperson to convene a meeting by specifying the agenda and reasons. The chairperson shall convene the meeting unless there is a valid reason not to do so. If there is a special reason not to convene the meeting, all members must be notified in writing.

Roles

The committee shall perform the following roles in auditing accounting and operations:

1. Supervision of the operations of directors and management
2. Establishment, execution, evaluation, follow-up, and suggestion of improvement measures for internal audit plans categorized into financial and operational audits
3. Evaluation of the company's overall internal control system and suggestion of improvement measures
4. Appointment and dismissal request of the Chief Internal Auditor
5. Approval of the appointment and dismissal of the Head of the Internal Audit Department
6. Selection and dismissal request of external auditors
7. Documentation of compliance requirements, evaluation criteria, and procedures for selecting external auditors
8. Evaluation of external auditors' audit activities
9. Implementation of measures based on audit findings
10. Handling of matters specified by relevant laws, articles of association, or delegated by the Board of Directors
11. Audits of matters instructed by other supervisory agencies or deemed necessary by the Board of Directors or the Audit Committee
12. Review, evaluation, and reporting on the adequacy and effectiveness of anti-money laundering operations
13. Final decision on the individual performance evaluation of auditors

Resolutions

1. The committee shall resolve the following matters:
   1. Request to convene an extraordinary general meeting (EGM)
   2. Statement on the agenda and documents for the shareholders' meeting
   3. Preparation and submission of the audit report
   4. Request to convene an extraordinary board meeting
   5. Request for corrective action on a director’s illegal conduct
   6. Establishment of the annual audit plan
   7. Appointment and dismissal of Chief Internal Auditor
   8. Approval of the appointment and dismissal of the head of the audit support organization
   9. Selection and dismissal request of external auditors
   10. Establishment, amendment, and repeal of audit regulations However, revisions or editorial modifications due to changes in laws or other regulations are excluded
   11. Final decision on individual performance evaluation of auditors
   12. Approval of the budget for the audit support organization
   13. Matters specified by relevant laws, the articles of association, and related regulations
   14. Other matters delegated by the Board of Directors or deemed necessary by the committee
2. The committee shall deliberate on the following matters:
   1. Evaluation of the adequacy of the internal control system and review of improvement measures
   2. Evaluation of the adequacy of the internal accounting control system and review of improvement measures
   3. Review of the validity of changes in accounting standards and accounting estimates
   4. Review of the accuracy of financial reports and the integrity and validity of the company’s financial activities
   5. Review of the adequacy of the establishment and execution of disclosure policies
   6. Review of reports from the Compliance Officer
   7. Recommendation for the dismissal of the Compliance Officer
   8. Evaluation of audit activities of external auditors
   9. Significant facts reported by the external auditor regarding misconduct by management in the execution of their duties or violations of laws or the articles of association
   10. Facts reported by the external auditor regarding the company’s violation of accounting standards
   11. Matters specified by relevant laws, the articles of association, and related regulations
   12. Other matters deemed necessary by the committee

Principle of Independence

The committee must perform its duties independently of the Board of Directors' deliberations, executive bodies, and other departments.

Organization

1. The committee shall consist of at least three directors, with the majority being Independent Directors.
2. The committee must include at least one member with experience working in a financial company or in the finance, accounting, or financial management sectors of a company, and shall be appointed by the Board of Directors considering the individual's experience and expertise.

Chairperson

1. The chairperson shall be appointed from among the Independent Directors by resolution of the committee. The individual must possess the expertise to make professional judgments regarding risks.
2. The role, responsibilities, and tenure of the chairperson shall be in accordance with the Board of Directors' regulations.
3. If the chairperson is unable to perform their duties, the duties shall be carried out according to the hierarchy previously established by the committee.

Convening Meetings

1. Meeting shall be convened at least once a quarter. However, a meeting may be convened when the chairperson deems it necessary.
2. When convening a meeting, the date, time, location, purpose, and agenda must be notified to each member at least seven days in advance. However, in urgent cases, this period may be shortened, and the notifying process may be waived with the unanimous consent of all members.

Role and Responsibility

1. The committee shall comprehensively manage and control risks by promptly identifying, measuring, monitoring, and controlling all risks that may arise in management activities.
2. The committee shall have final responsibility for capital adequacy assessment and management as the highest decision-making body on risk management.

Resolutions

The committee's resolutions shall include the following:

1. Establishment and amendment of risk management policies that align with the management strategy
2. Determination of the manageable risk levels for the entire group and its subsidiaries
3. Approval of the appropriate investment and loss limits for the entire group and its subsidiaries
4. Matters concerning the setting of various limits and approval for exceeding them:
   • A. The group’s total internal capital limit
   • B. Internal capital limit by group type
   • C. Total internal capital limit for each subsidiary
   • D. Exposure limits by country
   • E. Other limits deemed necessary by the committee
5. Establishment and amendment of internal regulations related to risk management
   • A. Regulations for the Risk Management Operation Committee and Risk Management Regulations
6. Matters related to the capital management plan and financing plan based on the results of risk analysis
7. Matters related to the structure of the risk management organization and the division of responsibilities
8. Matters related to the establishment and operation of the risk management system
   • A. Introduction and redevelopment of risk measurement system by risk type
   • B. Other matters deemed necessary by the committee
9. Other matters deemed necessary by the committee

Deliberations and Reporting

1. The committee shall deliberate on the following:
   1. M&A, 신사업진출 및 대규모투자 등 그룹차원의 중요 경영사항을 추진할 경우 이에 수반되는 리스크에 관한 사전 심의
   2. 기타 위원회가 필요하다고 인정하는 사항
2. 전항에 따른 사전 심의의 대상이 되는 그룹차원의 중요 경영사항에 대한 구체적 기준은 위원회에서 정한다.
3. 위원회에 보고할 사항은 다음 각 호와 같다.
   1. 리스크관리운영위원회 결의사항
   2. 그룹 자본적정성 및 리스크관리 현황
   3. 자회사등의 리스크관리위원회가 결의한 사항
   4. 그룹 통합위기상황분석 결과
   5. 그룹 업종별 여신 포트폴리오 관리 현황
   6. 기타 내규에서 위원회에 보고하도록 정한 사항
   7. 기타 위원회가 필요하다고 인정하는 사항

Organization

1. The committee shall consist of at least three directors, with the majority being Independent Directors.
2. The committee must include at least one member of the Risk Management Committee and at least one person with experience working in a financial company or in finance, accounting, or financial management at a company.

Convening Meetings and Chairperson

1. The chairperson shall be an Independent Director appointed from among the committee members, with a tenure of one year. If the chairperson is absent or unable to perform their duties, the duties shall be carried out according to the hierarchy established by the committee.
2. The meeting may be convened when the chairperson deems it necessary.
3. When convening a meeting, a notice specifying the date, time, location, purpose, and agenda must be sent to each member at least seven days in advance.

Roles

1. The committee shall establish a plan to improve business outcomes for the company’s development, as well as set performance targets for management and establish a performance evaluation and remuneration system.
2. The committee shall strive to enhance the objectivity of the evaluation and deliberation of the adequacy of the design and operation of the remuneration system, such as seeking advice from external experts, as well as conducting an annual remuneration evaluation.
3. The committee shall prohibit any actions that could undermine the risk linkage of the remuneration system for executives and financial investment professionals subject to the committee’s resolution, including the use of personal hedging strategies or remuneration-related insurance.

Resolutions

1. The committee shall resolve on the following matters:
   1. Matters regarding the determination of remuneration for Executive Directors, Chief Operating Officers, Compliance Officers, Risk Management Officers, and Heads of Internal Audit, and the payment method.
   2. Matters regarding performance evaluations and remuneration for Executive Directors, Chief Operating Officers, Compliance Officers, Risk Management Officers, and Heads of Internal Audit.
   3. Matters on the determination and payment methods of remuneration for financial investment personnel.
   4. Matters on the assessment of the adequacy of the remuneration system.
   5. Matters regarding the establishment, amendment, and abolition of the "Executive Performance Evaluation and Remuneration Regulations" and "Executive Remuneration Regulations." However, a resolution by the Board of Directors is required for decisions regarding the remuneration of Independent Directors and Non-Executive Directors. (However, changes due to applicable laws, supervisory regulations, or other higher-level regulations, as well as minor edits, are excluded.)
   6. Matters regarding the preparation and disclosure of annual reports on the payment of remuneration.
   7. Other matters deemed necessary by the committee for the operation of the Board of Directors and the development of the company.
2. The committee shall review the following matters:
   1. Matters related to the payment of special performance bonuses based on the executive performance evaluation criteria.
   2. Matters concerning special provisions for the payment of severance pay in accordance with Article 7, Paragraphs 1 and 2 of the Regulations for Severance Pay Linked to Executive Performance.

Organization

위원회는 3인 이상의 이사로 구성하되, 위원의 과반수는 사외이사로 구성한다.

Chairperson

1. 위원장은 사외이사인 위원 중에서 위원회 결의에 의하여 선임한다.
2. 위원장의 역할·임기 등은 이사회 규정을 준용한다.
3. 위원장 유고 시에는 위원회에서 미리 정한 순서에 따라 그 직무를 대행한다.

Convening Meetings

1. 회의는 위원장이 소집한다. 다만, 위원회 구성 후 최초로 소집되는 회의는 이사회 의장이 소집한다.
2. 회의는 반기 1회 이상 개최함을 원칙으로 한다. 다만, 위원장이 필요하다고 인정할 경우에는 수시로 소집할 수 있다.
3. 회의를 소집할 때에는 회의의 일시, 장소 및 목적사항을 회의 개최 1주일 전까지 각 위원에게 통지하여야 한다. 다만, 긴급을 요하는 경우에는 그 기간을 단축할 수 있으며, 위원 전원의 동의가 있을 때에는 통지의 절차를 생략할 수 있다.

Roles

1. 위원회는 내부통제의 기본방침 및 전략 수립 등 내부통제와 관련된 주요 사항을 심의·결의한다.
2. 위원회는 대표이사와 임원이 각각 지배구조법 제30조의4 및 제30조의2에 따른 내부통제에 대한 관리조치와 보고를 적절하게 수행하고 있는지 여부를 점검·평가하고 미흡한 사항에 대해서는 개선 등 필요한 조치를 요구하여야 한다.

심의·결의사항 등

1. 위원회는 다음 각 호에 관한 사항을 결의한다.
   1. 내부통제의 기본방침 및 전략 수립
   2. 임직원의 직업윤리와 준법정신을 중시하는 조직문화의 정착방안 마련
   3. 「그룹내부통제규정」의 제정 및 개정
   4. 기타 관계 법령 및 내규에서 위원회의 결의를 득하도록 정하고 있는 사항
   5. 기타 이사회 또는 위원회가 필요하다고 인정하는 사항
2. 위원회는 다음 각 호에 관한 사항을 심의한다.
   1. 「지배구조내부규범」의 제정 및 개폐
   2. 기타 이사회 또는 위원회가 필요하다고 인정하는 사항
3. 위원회에 보고사항은 다음 각 호와 같다.
   1. 내부통제협의회의 운영현황
   2. 기타 이사회 또는 위원회가 필요하다고 인정하는 사항
4. 위원회는 결의사항을 이사회에 보고하여야 한다.
5. 위원회는 위원회의 심의사항 중 이사회 부의 사항의 경우에는 이를 이사회에 부의하여야 한다.

Organization

The committee shall consist of at least three directors, including the CEO and Chairman, with the majority being Independent Directors.

Chairperson

1. The chairperson shall be appointed by the committee among the Independent Directors within the committee.
2. If the chairperson is unable to perform their duties, the duties shall be carried out according to the hierarchy established by the committee.

Convening Meetings

1. The committee shall be divided into regular committee and ad hoc committees. The regular committee shall convene once every half-year, while the ad hoc committee shall be convened as needed.
2. The chairperson shall convene the committee, and each member must be notified at least seven days prior to the meeting. However, in urgent cases, this period may be shortened, and the convening process may be waived with the unanimous consent of all members.

Roles

The committee shall resolve matters designated by the Board of Directors to establish the direction of the company’s ESG strategy and related matters.

Resolutions

The committee shall resolve the following matters:

1. Matters related to the establishment of the group’s ESG management strategy and policies
2. Matters regarding the establishment, amendment, and abolishment of ESG-related regulations
3. Other matters deemed necessary by the Board of Directors and the committee

Reporting

The committee shall report on the following matters:

1. Matters related to the evaluation results from the ESG evaluation agency
2. Matters concerning the publication of the integrated annual report
3. Matters regarding the implementation of ESG management within the group and its subsidiaries
4. Other matters deemed necessary by the Board of Directors and the committee