kakaogames

Chapter 1 General Provisions

The purpose of this regulation is to stipulate matters needed for the efficient operation of the board of directors.

Matters related to the board of directors shall be based on the stipulations this regulation, except on those stipulated by laws and articles of incorporation.

1. (1) The board of directors shall decide on matters stipulated in laws or articles of incorporation, matters entrusted by the general meeting of shareholders, basic policy of company management, and important matters regarding execution of operation.
2. (2) The board of directors shall oversee the performance of directors’ duties.

Chapter 2 Composition

The board of directors shall be composed of all directors (including outside directors and other non-executive directors).

The chairman of the board of directors shall be appointed by the resolution of the board of directors. However, if there exists inevitable circumstances, including the chairman of the board of directors being unable to perform the duties due to an accident and etc., the chief executive officer shall assume the duties on behalf of the chairman, and if there exists an inevitable circumstances in which the chief executive officer also cannot perform the duties, the interim chairman shall assume the duties according to the resolution of the board of directors.

Chapter 3 Meeting

1. (1) The board of directors shall be convened by the chairman of the board of directors.
2. (2) Each director may request the chairman of the board of directors to convene the board of directors after clarifying the agenda and the reasons for the convocation. If the chairman of the board of directors does not convene the board of directors without justifiable reason or if there are inevitable circumstances, the director who requested the convocation of the board of directors may directly convene the board of directors.

1. (1) For a convocation of the board of directors, a meeting date must be determined and a notice must be sent to each director one week prior to the date.
2. (2) When all directors agree, the board of directors may hold a meeting at any time without the procedure of Paragraph 1.

1. (1) The resolution of the board of directors shall be made under the attendance of a majority of directors and a majority among those attending directors, unless otherwise stipulated in laws and articles of incorporation.
2. (2) Directors who have a special stake in the resolution of the board of directors cannot exercise their voting rights.
3. (3) The number of directors who cannot exercise voting their rights based on the regulation of Paragraph 2 shall not be counted in the number of attending directors.

1. (1) Matters to be referred to the board of directors are as below.
   1. 1. Matters regarding the general meeting of shareholders
      1. ① Convocation of general meeting of shareholders
      2. ② Approval of business report
      3. ③ Approval of financial statements
      4. ④ Change of articles of incorporation
      5. ⑤ Decrease in assets
      6. ⑥ Company’s dissolution, merger, merger through division, split-off, and continuation of business after dissolution
      7. ⑦ Transfer of all or an important portion of the company’s business and taking over of all other company’s business
      8. ⑧ Lease or management delegation of the entire business, a contract which all profits and losses of the business are shared with others, and agreement, change, or cancellation of other parallel contracts
      9. ⑨ Appointment and dismissal of directors
      10. ⑩ Issuance of stocks below par
      11. ⑪ Decision of stock dividends
      12. ⑫ Grant of stock options
      13. ⑬ Wage of directors
      14. ⑭ Other agendas to be referred and reported to the general meeting of shareholders
   2. 2. Matters related to management
      1. ① Decision and change of basic policy of company management
      2. ② Appointment and dismissal of the chief executive officer
      3. ③ Appointment and dismissal of the chairman of the board of directors
      4. ④ Decision of the joint representative
      5. ⑤ Installation, operation and close-down of committees within the board of directors
      6. ⑥ Appointment and dismissal of committee members within the board of directors
      7. ⑦ Re-resolution on the resolutions of the committee within the board of directors
      8. ⑧ Resolution on matters submitted by the committee within the board of directors
      9. ⑨ Decision on professional assistance of directors
      10. ⑩ Appointment and dismissal of registered managers
      11. ⑪ Relocation or close-down of branches, factories, and office establishments
      12. ⑫ Decision on simplicity merger, simplicity merger through division, small-scale merger, small-scale merger through division
      13. ⑬ Report of merger or consolidation of corporation
   3. 3. Financial matters
      1. ① Matters regarding the issuance of stocks
      2. ② Disposition on deficits
      3. ③ Matters regarding the issuance of private loans such as bond subscription, convertible bond, bonds with warrant, etc.
      4. ④ Matters related to acquisition, disposal, and retirement of treasury stock
      5. ⑤ Transfer of reserves to capital
      6. ⑥ Acquisition and disposal of tangible assets of 10% or above of owner’s capital at the end of the latest business year
      7. ⑦ Investments or disposal of investment shares in other corporations of 5% or above of owner’s capital at the end of the latest business year
      8. ⑧ Borrowing more than 10% or above of owner’s capital at the end of the latest business year
      9. ⑨ Security provision, debt guarantee, debt takeover, exemption of 5% or above of owner’s capital for others at the end of the latest business year
      10. ⑩ Provisional payment of money, loans, or loans of securities of 5% or above of owner’s capital for others at the end of the latest business year (except for loans to employees or employee stock ownership associations)
      11. ⑪ Stock retirement
   4. 4. Matters regarding directors
      1. ① Approval of transactions between directors and the company
      2. ② Holding additional post as an executive of another company
      3. ③ Directors’ self-dealing, approval of use of business opportunities, and exemption of directors’ responsibility to the company
   5. 5. Others
      1. ① Cancellation of the stock option grant
      2. ② Other matters stipulated by laws or articles of incorporation, matters delegated by the general meeting of shareholders, and matters considered necessary by the chief executive officer
2. (2) The matters to be reported to the board of directors are as below.
   1. 1. Results of handling the matters delegated to the committee within the board of directors
   2. 2. Matters acknowledged by the audit committee that the director violates laws or the articles of incorporation or that concerns of such actions exist
   3. 3. Matters concerning transactions with affiliated persons
      1. ① Matters related to general business transactions such as sales, purchases, etc. among transactions with affiliated persons shall be reported quarterly.
      2. ② All transactions except general business transactions such as sales, purchases, etc. among transactions with affiliated persons shall be reported within one week.
   4. 4. Other matters regarding important operation execution for business

1. (1) The board of directors may install a variety of committees within the board of directors as stipulated by the articles of incorporation for fast and efficient decision-making.
2. (2) The board of directors may delegate its rights to the committee except for each matter in the following clauses.
   1. 1. Proposal of matters requiring the approval of the general meeting of shareholders
   2. 2. Appointment and dismissal of the chief executive officer
   3. 3. Appointment and dismissal of the chairman of the board of directors
   4. 4. Installation of the committee and the appointment and dismissal of its members
   5. 5. Other matters which the articles of incorporation decide the board of directors to make decisions directly
3. (3) The committee shall be composed of two or more directors. However, in the case of the audit committee, it shall be composed of three or more directors.
4. (4) The committee shall select a person to represent the committee by the resolution.
5. (5) Matters regarding the detailed operation of the committee shall be determined by the board of directors separately.

1. (1) The chairman, if necessary, can summon relevant executives and staff members or outsiders to hear their opinions.
2. (2) Nowwithstanding the ⑨ of Article 9-(1)-2 of this Regulation, If considered necessary, the independent director may request advice from experts, the cost payed by the company.

1. (1) The board of directors, if a director violates laws or articles of incorporation in terms of the execution of the task in charge or handles it in a clearly wrongful manner or if the board acknowledges that there exists concern of such execution, may request a director for a submission of relevant information, investigation, and explanation.
2. (2) In the case of Paragraph 1, the board of directors may request that the execution of the corresponding task be suspended or modified.

1. (1) Regarding the proceedings of the board of directors, minutes shall be written.
2. (2) In the minutes, as stipulated by the articles of incorporation, the agenda of the proceedings, the progress, the results, the objectors, and their reasons for objection shall be specified, and the attending directors shall seal or sign the minutes.
3. (3) Shareholders may request to view or copy the minutes of the board of directors within business hours.
4. (4) The company may reject the claim under Paragraph 3 with a reason. In such case, shareholders may view or copy the minutes of the board of directors with the permission of the court.

1. (1) The board of directors shall place a secretary.
2. (2) The secretary is in charge of the office work of the board of directors under the direction of the chairman.

This regulation shall take effect from March 30, 2018.

This regulation shall take effect from December 28, 2022.

Addendum (2024.03.22)

This regulation shall take effect from March 22, 2024.