Chapter 1 General Provisions
Article 1 (Purpose)
The purpose of this Internal Information Management Regulation is to regulate the matters regarding the comprehensive management and appropriate disclosure of the internal information of the corporate for the quick prompt and accurate public disclosure and prevention of insider trading by executive officers or employees in accordance with [Financial Investment Services and Capital Markets Act] (hereinafter referred to as “Act”) and related statutes.
Article 2 (Definition of Terms)
- ① The term “Internal Information”in this Regulation means the matters associated with public disclosure matters in accordance with Part I of KOSDAQ Disclosure Regulations (hereinafter referred to as “Disclosure Regulations”) of Korea Exchange (hereinafter referred to as “Exchange”) and matters that may influence on the investment decision of the investor.
- ② The term “Public Disclosure Manager” in this Regulation means the person responsible for filing report in representation of the corporate in accordance with Paragraph 4, Article 2 of Disclosure Regulations.
- ③ The term “Executive Officer” in this Regulation means a director (a person referred to in any Subparagraph of Article 401-2 (1) of the Commercial Act) and an auditor.
- ④ The terms not stated in Paragraph 1 through Paragraph 3 shall be defined as the terms used in related statutes and regulations.
Article 3 (Scope of Application)
The matters regarding the public disclosure, insider trading, and internal information management shall be prescribed by this Regulation unless otherwise regulated by the related statutes or articles of association.
Chapter 2 Management of Internal Information
Article 4 (Management of Internal Information)
- ① The executive officers and employees shall manage the internal information that comes to his/her knowledge in the course of business and shall not leak the internal information inside or outside the corporate unless such information is necessary for business.
- ② The representative shall take necessary measures such as establishment of detailed standards for keeping, transferring, and destroying the internal information and related documents to manage the internal information.
Article 5 (Public Disclosure Manager)
- ① The representative shall specify the public disclosure manager and shall report to the Exchange. The same shall also apply to an amendment to the matters regarding the public disclosure manager.
- ② The public disclosure manager shall handle the matters regarding the establishment and operation of the Internal Information Management System and shall perform following affairs
- 1. Execution of public disclosure;
- 2. Supervision and evaluation on the operational status of the Internal Information Management System;
- 3. Review on the internal information and decision on public disclosure.
- 4. Measures such as executive officer/employee education necessary for operation of the Internal Information Management System;
- 5. Supervision over division, executive officer, or employee in charge of internal information management or public disclosure matters;
- 6. Other matters deemed necessary for the operation of the Internal Information Management System by the representative.
- ③ The public disclosure manager shall have following authorities for performing his or her duties
- 1. Right to request submission and inspection of the documents and records related to the internal information;
- 2. Right to hear opinions from the executive officer or employee in the division in charge of accounting, auditing, or other matters related to creation of the internal information.
- ④ If necessary, the public disclosure manager may consult with an executive officer in charge of the related duties and may get assistance from the specialist at the corporate expense.
Article 6 (Person in Charge of Public Disclosure)
- ① The representative shall specify the person in charge of public disclosure and shall report to the Exchange promptly. The same shall also apply to an amendment to the matters regarding the person in charge of public disclosure.
- ② The person in charge of public disclosure shall be directed by the public disclosure manager and shall perform the following matters related to the internal information management
- 1. Collection and review on the internal information and report to the public disclosure manager;
- 2. Matters necessary for the execution of public disclosure;
- 3. Confirmation on matters such as amendment on public disclosure-related statutes necessary for the internal information management and report to the public disclosure manager;
- 4. Other matters deemed necessary by the representative or the public disclosure manager.
Article 7 (Concentration of Internal Information)
- ① The executive officer and head of each division shall promptly provide the public disclosure manager of the related information in any of the following cases :
- 1. If internal information occurred or expected to occur;
- 2. If there exist grounds for cancelling or changing the publicly disclosed internal information or such grounds are expected;
- 3. If otherwise requested by the public disclosure manager.
- ② To promptly provide the internal information in accordance with Paragraph 1, the public disclosure manager and representative shall establish the information delivery system efficiently. If necessary, the public disclosure manager may be requested of cooperation on the approval of the matters related to the duty of public disclosure.
Article 7-2 (Management of Information Regarding The Largest Shareholder)
To perform the matters regarding the duty of public disclosure and inquiry associated with the largest shareholder smoothly, the public disclosure manager shall explain such matters to the largest shareholder and shall establish the information delivery system to deliver the related information promptly.
Article 8 (External Provision of Internal Information)
- ① If it is inevitablynecessary for providing the internal information to the over-the-counter, external auditor, agent, and party that signed contracts on legal/managerial advice for the business, the executive officer or employee shall report the public disclosure manager of such matters.
- ② In cases falling under Paragraph 1, the public disclosure manager shall take the necessary measures such as signing a contract on confidentiality of the related internal information.
- ③ In cases falling under the duty of fair disclosure in providing the internal information under Paragraph 1, such matter shall be disclosed promptly. (This shall not apply where falling under exceptions stated in Article 15 of the Disclosure Regulations)
Chapter 3 Disclosure of Internal Information
Article 9 (Types of Public Disclosure)
The public disclosure is classified as follows :
- 1. Report and public disclosure of the major business affairs under Section 1, Chapter II, Part I of Disclosure Regulations;
- 2. Inquiry disclosure under Section 2, Chapter II, Part I of Disclosure Regulations;
- 3. Fair disclosure under Section 3, Chapter II, Part I of Disclosure Regulations;
- 4. Voluntary disclosure under Chapter III, Part I of Disclosure Regulations;
- 5. Submission of a registration statement under Chapter I, Part III of the Act;
- 6. Submission of a business report under Article 159 and Article 160 of the Act and Section 4, Chapter II, Part I of Disclosure Regulations;
- 7. Submission of reports on material facts under Article 161 of the Act;
- 8. Disclosure under other statutes
Article 9-2 (Confirmation on Disclosure Matters)
In deciding the disclosure matters including the fair disclosure under this Regulation, the matters that may produce a significant impact on the stock price or investment decision under Subparagraph 4, Paragraph 1, Article 6 of Disclosure Regulations shall be included.
Article 10 (Execution of Public Disclosure)
- ① In cases falling under public disclosure matters under Article 9, the person in charge of shall prepare the necessary details, arrange the required documents, and report to the public disclosure manager.
- ② The public disclosure manager shall examine whether the contents and documents of Paragraph 1 are in compliance with the related statutes, report such matters to the representative, and execute public disclosure.
Article 10-2 (Prompt Execution of Public Disclosure)
In cases of any public disclosure matters under Article 9, the public disclosure manager shall try his or her best to disclose the internal information in the right time even before the deadline of the public disclosure.
Article 11 (Follow-Up Measures After Public Disclosure)
In case of any errors, omission, or matters to be cancelled or amended, the public disclosure manager and person in charge of public disclosure shall promptly take correction measures such as corrective disclosure under Article 30 of Disclosure Regulations.
Article 12 (Press Coverage, Etc.)
- ① When the press requests on the coverage, the representative or public disclosure manager shall comply in principle. If necessary, the executive officer or employee of the related division may answer the interview, too.
- ② The corporate shall consult with the public disclosure manager for the press report. If necessary, the public disclosure manager shall report the representative of the matters related to the press report.
- ③ If the press report from Paragraph 2 falls under the fair disclosure, the public disclosure manager shall disclose before the press report.
- ④ Any executive officer or employee who becomes aware of the press report details contrary to fact, he or she shall report the public disclosure manager of such fact. The public disclosure manager shall report to the representative and shall take necessary measures.
Article 12-2 (Checking on Press Report Contents)
The public disclosure manager, person in charge of public disclosure, and division associated with the internal information shall check the press report related to the corporate on a regular basis. Where the details of report are clearly contrary to fact, the public disclosure manager, person in charge of public disclosure, and division shall take corrective measures.
Article 13 (Investor Relation)
- ① The representative be aware that investor relation activities are the responsibility of the KOSDAQ-listed corporate and shall hold investor relation to build up trust with the investors.
- ② The investor relations on the business details, business plans, and prospects shall be held in consultation with the public disclosure manager.
- ③ The public disclosure manager or person in charge of public disclosure shall disclose the date, location, and details of the investor relations to the public no later than the day immediately before the investor relations and shall post the related materials in the public disclosure system of the Exchange before the investor relations.
- ④ All executive officers and employees of the corporate shall not disclose the fair disclosure matters that are not publicly disclosed in advance during the investor relations.
Article 13-2 (Rumors)
- ① In case of any rumors disseminated on the market, the public disclosure manager shall hear the opinions from the related business division and shall check whether the rumors are true and whether such rumors apply to internal information.
- ② If the rumors checked under Paragraph 1 apply to the matters to be disclosed under Disclosure Regulations, the public disclosure manager shall disclose the related information.
Article 13-3 (Request on Information Provision)
- ① When the shareholder or interested person requests on disclosure of information related to the corporate, the public disclosure manager shall examine on the legitimacy of the request and shall determine whether to provide the information or not.
- ② To determine the provision of the information, the public disclosure manager may hear the opinions from the legal division or external legal specialist on whether the requested information may affect the investment decision of the investor and stock price.
- ③ Where the information is provided under the decision made in Paragraph 1, it shall be in compliance with Paragraph 3 of Article 12.
Chapter 4 Regulation on Insider Trading, Etc.
Article 14 (Return of Short-Swing Profit
- ① If the executive officer and employee defined under Article Paragraph 1, Article 172 of the Act and Article 194 of the Enforcement Ordinance purchase specific securities (hereinafter referred to as “Specific Securities”) under Paragraph 1, Article 172 and sells within 6 months or sells specific securities and purchase within 6 months to earn profits, the profits (hereinafter referred to as “Short-Swing Profit”) shall be returned to the corporate.
- ② If the shareholder (including a person who holds equity securities or depositary receipts other than stock certificate. This shall apply the same in this Article) may demand a claim against a person who has earned a short-swing profits as set forth in Paragraph 1, the corporate shall take necessary measures within 2 months from receiving such demand.
- ③ If Financial Services Commission notifies the corporate of the short-swing profit as set forth in Paragraph 1, the public disclosure manager shall disclose the following matters on the corporate’s Internet website immediately
- 1. Position of a person who shall return the short-swing profit;
- 2. Amount of the short-swing profit;
- 3. The date of getting notification on short-swing profit from Financial Services Commission;
- 4. Plan on claiming return of the short-swing profit;
- 5. The shareholder of the corporate may demand the corporate to claim a return of the short-swing profit to a person who earned the short-swing profit. If the company fails to make such claim within two months after receiving such demand, the shareholder may make the claim on behalf of the corporate.
- ④ The period of public disclosure under Paragraph 3 shall be two years from receiving the notification on the short-swing profit from Financial Services Commission or the date of receiving the returned short-swing profit, whichever is less.
Article 15 (Notification on Sales of Specific Securities, Etc.)
- ① If the executive officer and employee defined under Article Paragraph 1, Article 172 of the Act and Article 194 of the Enforcement Ordinance purchase or trade the specific securities, etc., he or she shall notify such fact to the public disclosure manager.
- ② The executive officer (including non-registered executive officer) holds or trades the stock of the corporate, her or she shall deliver the related details to the public disclosure manager of person in charge of public disclosure within two days.
Article 16 (Prohibition on Use of Material Nonpublic Information)
The executive officer and employee shall not trade, use, or allow any other person to use the specific securities based on the material nonpublic information (including the material nonpublic information of the affiliated corporate) under Paragraph 1, Article 174 of the Act.
Article 17 (Material Nonpublic Information of Affiliated Corporate, Etc.)
- ① The executive officer and employee shall manage the material nonpublic information of the affiliated corporate (including subsidiary corporate) (hereinafter referred to as “Affiliated Corporate) known to him or her in the course of business and shall not leak or divulge such information inside or outside the corporate unless otherwise necessary for the business.
- ② If the material information is known to executive officer and employee, her or she shall not use or have any other person to use such information.
Chapter 5 Supplementary Provisions
Article 18 (Education)
- ① The public disclosure manager and person in charge of public disclosure shall take education on the public disclosure affairs under Article 36 and Paragraph 5, Article 44 of the Disclosure Regulations. The public disclosure manager shall also notify the executive officer and employee of the education contents.
- ② The representative shall make efforts to provide the education to the executive officer and employee to prevent the insider trading under Article 14 through Article 16 and other Acts.
Article 19 (Amendment and Repeal of Regulation)
The representative shall be responsible for the amendment or repeal of this Regulation.
Article 20 (Public Announcement of Regulation)
This Regulation shall be publicly announced on the corporate website. The same shall also apply to an amendment on Regulation.
This Regulation shall enter into force on December 26, 2017.