Governance

Directors
Composition
Committees
Activities
Board Regulations

Chapter Ⅰ General Provisions

ARTICLE 1. (Name)

The name of this company shall be “Chusik Hoesa KRAFTON” (the “Company”), which shall be “KRAFTON, INC” in English and simply KRAFTON as abbreviation..

ARTICLE 2. (Objectives)

Unless otherwise provided in the laws and regulations or the Articles of Incorporation, any matters relating to the Board of Directors shall be performed as provided in the Regulations. .

ARTICLE 3 (AUTHORITY)

  • ①The Board of Directors shall resolve all important matters as provided in the laws and regulations or the Articles of Incorporation, as delegated from a General Shareholders Meeting or relating to the basic policy of the management of the Company and the execution of the Company’s businesses.
  • ②The Board of Directors shall oversee the performance of duties by directors.

CHAPTER 2 COMPOSITION

ARTICLE 4 (COMPOSITION)

The Board of Directors shall compose of all directors (including outside directors and non-executive directors).

ARTICLE 5 (CHAIRMAN)

The Chairman of the Board of Directors shall be elected by the resolution of the Board of Directors.

CHARTER 3 MEETINGS

ARTICLE 6 (TYPES)

  • ①Meetings of the Board of Directors shall consist of ordinary board meetings and extraordinary board meetings.
  • ②An ordinary board meeting shall be convened at least once a quarter.
  • ③An extraordinary board meeting may be convened at any time whenever deemed necessary.

ARTICLE 7 (PERSON AUTHORIZED TO CONVENE BOARD MEETINGS)

  • ①A board meeting shall be convened by the chairman. However, if the chairman is absent or unable to convene the meeting due to other unavoidable circumstances, other directors shall take his/her place in the order as determined by the Board of Directors. Provided however that, if there is a separation between the representative director and the chairman of the board of directors, the representative director shall take the place of the chairman, and if the representative director is absent or unable to convene the meeting due to other unavoidable circumstances, other directors shall take his/her place in the order as determined by the Board of Directors.
  • ②Each director may request the chairman to convene a board meeting by informing the agenda of and reasons for convening such meeting. If the chairman refuses to convene such meeting without justifiable reason, the director who requested to convene a board meeting may convene a board meeting.

ARTICLE 8 (PROCEDURES OF A CONVENING A MEETING)

  • ①In convening a board meeting, the date of the meeting shall be designated and a notice thereof in written form shall be sent to each director a week prior to the date of the meeting.
  • ②Provided, however, that if all members of Board of Directors unanimously consent to holding a board meeting, a board meeting may be held at any time without the procedures in paragraph.

ARTICLE 9 (METHOD OF ADOPTING RESOLUTIONS)

  • ①Resolutions of the Board of Directors shall be adopted when a majority of all directors in office are present and a majority of those present vote to adopt such resolution. Provided, however, that resolutions of matters that fall under Article 397(2) (Prohibition of Appropriation of Company’s Opportunities and Assets) and Article 398 (Transactions between Directors, etc. and the Company) of Commercial Act shall be adopted by the votes of two/thirds of the directors present at the meeting ;unless provided otherwise in any other applicable laws, in which case, the foregoing shall apply.
  • ②As prescribed in Article 542-9(1) of Commercial Act (Transactions with Interested Persons Including Major Shareholders), the Company shall not grant credit (referring to lease of property with economic value, including money, guarantees for the performance of obligations, purchase of securities intended for supporting funds, or other direct or indirect transactions determined by Article 35(1) of Enforcement Decree of the Commercial Act accompanying credit risks on the transactions) to or for major shareholders and their specially related persons or directors (including persons who fall under any of the subparagraphs of Article 401-2 (1)), except as prescribed in Article 542-9(2). For any matters that fall under Article 542-9(3) of Commercial Act, however, the Company shall obtain approval from the Board of Directors under paragraph (1), and shall report the purpose of the relevant transaction, its counterpart, and other matters determined by Article 35(8) of Enforcement Decree of the Commercial Act during the first ordinary general meeting of shareholders convened after a resolution on the approval has been adopted by the board of directors.
  • ③The Board of Directors may allow all directors or a part thereof to participate in resolutions of the Board of Directors through the means of communication transmitting and receiving voices simultaneously, in lieu of attending such a meeting in person. In such a case, such director(s) shall be deemed to have attended such a meeting in person.
  • ④No director having a special interest in any resolution of the Board of Directors shall be allowed to exercise his/her vote upon such resolution.
  • ⑤The number of directors not allowed to exercise his/her vote under paragraph④ shall not be counted towards the number of directors present at the meeting.

Article 10 (Matters to be submitted to the board of directors)

  • ① Matter to be submitted to the Board of Directors shall include the following unless provided otherwise in any other applicable laws, in which case, the foregoing shall apply.
    • 1.
      Matters relating to general shareholders meetings
      • (1)Convening of a general shareholders meeting
      • (2)Permitting the exercise of voting rights by electronic means
      • (3)Approving business reports
      • (4)Approving financial statements
      • (5)Modifying the Articles of Incorporation
      • (6)Reduction of Capital
      • (7)The Company’s comprehensive stock exchange/transfer, the Company’s dissolution, merger, split/spin-off merger, continuation of the company, etc.
      • (8)A transfer of the whole or a substantial part of the business of the Company, and the acquisition of the whole or any part of business of another company which significantly affects the business of the Company
      • (9)The conclusion, alteration or rescission of a contract for lease of the whole business, entrusting the operations thereof, or for sharing with another person the entire profits and losses from the business or of a similar contract
      • (10)Appointment or dismissal of directors
      • (11)Issuance of shares at a price below the par value
      • (12)Release of a director’s liability to the Company
      • (13)Determination of dividends in cash, stock and in kind
      • (14)Granting of stock options
      • (15)Remuneration of directors (to the extent delegated by general shareholders meeting)
      • (16)Approving any transactions with the Company’s largest shareholders (including their specially related persons) and specially related persons and reporting thereof to general shareholders meeting.
      • (17)Reduction of statutory reserves
      • (18)Any other agendas to be submitted to general shareholders meeting
    • 2.
      Matters relating to the management of the Company
      • (1)Determination and modification of the basic policy of the company’s management
      • (2)Development of new businesses or new games
      • (3)Financial planning and budget operation
      • (4)Appointment and dismissal of the representative director
      • (5)Appointment and dismissal of executive officers such as chairman, the president or vice president, etc.
      • (6)Determination of the joint representatives
      • (7)Establishment, management and abolition of a committee within the Board of Directors
      • (8)Appointment and dismissal of members of a committee within the Board of Directors except for the member of the audit committee
      • (9)Making a resolution again for any matters resolved by a committee within the Board of Directors, except for resolutions made by the audit committee
      • (10)Directors’ determination on obtaining professional assistance
      • (11)Appointment and dismissal of the manager
      • (12)Appointment and dismissal of the compliance officer, enactment, amendment and abolition of the compliance guidelines, etc.
      • (13)Plans for recruiting employees and the basic policy for training
      • (14)Pay system, bonus and welfare
      • (15)Establishing and opening/closing of basic organizations
      • (16)Enactment and abolition of important rules and regulations of the Company
      • (17)Establishment of subsidiaries, establishment, transfer or closing of branches, offices and places of business
      • (18)Determination on a simplified share swap, simplified merger, simplified spin-off merger, small-scale share swap, small-scale merger and a small-scale spin-off merger, etc.
      • (19)Reporting on absorption or consolidation
    • 3.
      Matters relating to finance
      • (1)Determination on investing or contributing 2.5% of the proprietary capital at the end of the recent fiscal year, any other matters relating to investment
      • (2)Concluding an important contract whose contract price is worth more than 2.5% of sales at the end of the recent fiscal year
      • (3)Acquisition or disposal of an asset worth more than 2.5% of the total assets or an asset for non-business purpose at the end of the recent fiscal year
      • (4)Issuance of new shares
      • (5)Issuance of bonds or delegation of the authority for the issuance of bonds to the representative director.
      • (6)Capitalization of reserves
      • (7)Issuance of convertible bonds
      • (8)Issuance of bonds with warrants
      • (9)Borrowing a loan worth more than 5% of the proprietary capital at the end of the recent fiscal year, or providing a guarantee worth more than 2.5% of the proprietary capital at the end of the recent fiscal year.
      • (10)Establishment of mortgage or pledge on assets worth more than 2.5% of the proprietary capital at the end of the recent fiscal year (either the carrying amount or the actual value, whichever is higher)
      • (11)Acquisition and disposal of treasury shares
      • (12)Cancellation of treasury shares
    • 4.
      Matters relating to directors, etc.
      • (1)Approval on transactions between the directors, etc. and the Company under Article 398 of Commercial Act
      • (2)Approval on the use of the Company’s opportunities by a director under Article 397(2) of Commercial Act
      • (3)Concurrently holding the office of other companies
      • (4)Approval on transactions with interested persons including major shareholders, etc. under Article 542-9(3) of Commercial Act
    • 5.
      Others
      • (1)Initiating important legal proceedings that require the resolution of the Board of Directors under the laws and regulations
      • (2)Cancellation of the granting of stock options
      • (3)Matters specified in any other laws and regulations or the Articles of Incorporation, matters delegated by general shareholders meeting and matters deemed necessary by the representative director.
  • ② Matters to be reported to the Board of Directors are as follows.
    • 1. Results of matters delegated to and handled by a committee within the Board of Directors
    • 2. Matters that the audit committee deems that a director acts or is likely to act in contravention of statutes or the articles of incorporation
    • 3. Operating conditions of the Internal Accounting Control System
    • 4. Any other matters significant to the performance of businesses

Article 11 (Committees within the Board of Directors)

  • ① The Board of Directors may establish various committees within the Board by the resolution of the Board of Directors to accomplish a prompt and effective decision making process as prescribed in the Articles of Incorporation.
  • ②
    The Board of Directors may delegate its power to the committees except for each of the following paragraphs.
    • 1. Proposal of matters subject to approval at a general meeting of shareholders;
    • 2. Appointment and dismissal of the representative director
    • 3. Establishment of committees and appointment or dismissal of their members
    • 4. Other matters as prescribed in the Articles of Incorporation
  • ③ The committee shall be composed of two or more directors
  • ④ The committee shall elect a member to represent the committee by the resolution of the committee
  • ⑤ Any matters concerning the operation of the committee in detail shall be separately determined by the Board of Directors

ARTICLE 12 (ATTENDANCE BY RELATED PERSONS)

The chairman may allow the attendance of related officers and employees of outsiders and listen to their opinions if deemed necessary.

ARTICLE 13 (RIGHT TO SUPERVISE THE PERFORMANCE OF DUTIES BY DIRECTORS)

  • 1. If it is deemed that each director performs or is likely to perform his duties in violation of any laws or regulations or the Articles of Incorporation, or in the manner substantially unfair, the Board of Directors may request the director to submit the relevant materials, to conduct investigations or to provide explanations.
  • 2. In the case of paragraph1, the Board of Directors may request a suspension or an alteration of the performance of such duties.

ARTICLE 14 (MINUTES)

  • 1. Minutes shall be prepared with regard to the proceedings of a board meeting.
  • 2. Minutes shall describe the agenda, the course of the proceedings, the resolutions taken, the name of each director who opposed it and reasons for such opposition. The directors who are present at the meeting shall either print their name and seal or sign the minutes.
  • 3. Shareholders may, during business hours, request to either inspect the minutes of the Board of Directors’ meeting, or to copy them.
  • 4. A company may reject a request made under paragraph 3 with an explanation of grounds therefor. In such cases, shareholders may inspect or copy the minutes of the Board of Directors’ meeting after obtaining permission from the court.

ARTICLE 15 (ASSISTANT ADMINISTRATOR)

  • 1. The Board of Directors may appoint an assistant administrator by its resolution.
  • 1. The assistant administrator appointed under paragraph 1 shall support clerical work of the Board of Directors as instructed by the chairman.

SUPPLEMENTARY PROVISIONS

The Regulations shall become effective as of 31 March 2021 except for Article 9② and Article 10①(4) which will take effect from the date the company becomes a listed company.