Article 1. Objective

① The Board of Directors shall acknowledge that the Company’s ultimate managerial goal is to pursue happiness of members and stakeholders of the Company, and shall endeavor to accomplish this goal.

② The Board of Directors shall acknowledge that it should pursue the happiness of both members and stakeholders for the Company’s sustainable progress, and shall consider this in the decision-making process.

③ The Board of Directors shall acknowledge that the Company may obtain greater economic value from stakeholders by providing social value, and shall endeavor to enhance cooperation and trust between the Company and stakeholders.

Article 2. Responsibilities

① The Board of Directors is responsible for establishing and reviewing the Company’s objective and management strategy to achieve the happiness of members and stakeholders and the Company’s sustainable growth.

② The Board of Directors shall consider ESG management policies in determining the distribution of management resources and capital.

③ The Board of Directors shall endeavor to create a corporate culture pursuing sustainability, and to that end, shall monitor and review whether the Company’s objective, value, management strategy, policies and practices coincide with a corporate culture pursuing sustainability.

Article 3. Authority and Functions

① The Board of Directors shall have comprehensive authority with respect to the management of the Company.

② The Board of Directors shall make managerial decisions and supervise the management of the Company. The functions that the Board of Directors is to perform are as follows:
1. Establishment of managerial objective and strategy;
2. Investment/disposal and guarantee/borrowing above a specified threshold;
3. Review of transparency in accounting and sustainability;
4. Appointment/Dismissal of the representative director and supervision of the management;
5. Assessment of managerial performance and resolution on remuneration;
6. Decision-making for the improvement of ESG policy; and
7. Any other decision-making which has a material impact on the Company or relates to external trust.

③ Any deliberation or resolution of the Board of Directors shall be made in accordance with the Bylaws of the Board of Directors.

Article 4. Insider Trading and Self-Dealings

① The Board of Directors shall supervise any insider trading or self-dealings through its internal control system, and the details of such trading or dealings shall be disclosed in accordance with a fair procedure.

② Any act that has a material impact on the interests of the Company and the shareholders, such as merger, spin-off or capital transactions between member companies, shall be carried out in accordance with a justifiable procedure in which substantial fairness shall be ensured.

③ The Board of Directors shall record in the minutes of the Board of Directors’ meeting any grounds for procedural justification and substantial fairness with regards to insider trading and self-dealings.

Article 5. Defense of Management Rights

Article 6. Risk Management

① The Board of Directors shall endeavor to systemically manage both non-financial and financial risks including ESG risks for the sustainable growth of the Company.

② The Board of Directors shall endeavor to establish and supervise an effective internal control system, etc. for systematic risk management.

Article 7. Chief Executive Officer Assessment

① The Board of Directors shall establish a specific procedure to assess the Chief Executive Officer, including the representative director, and shall undertake assessment based on fair standards and objective indices.

② The Board of Directors shall use assessment results for the remuneration policy for the Chief Executive Officer, including the representative director.

Article 8. Chief Executive Officer Remuneration Policy

Article 9. Relationship with Member Companies

① The Board of Directors, if deemed that it is necessary to achieve the managerial goal and sustainable development of the Company, may voluntarily decide to mutually share and cooperate with SK group member companies.

② If the Board of Directors has decided to share and cooperate with SK group member companies, the Company may voluntarily use infrastructure provided by SK group, and the Board of Directors shall endeavor for the survival and improvement of value of SK group, including the Company.

Article 11. Duties and Responsibilities of Directors

① The directors may not divulge or use for their own interests or those of any third party any confidential information of the Company acquired during the performance of their duties.

② The directors may not exercise their authority for their own interests or those of any third party.

③ The directors shall indemnify the Company in the event they violate the relevant laws, regulations or the Articles of Incorporation, or neglect their duties. In such a case, the directors shall also indemnify any third party in case of willful misconduct or gross negligence on their part.

④ The business judgment of directors shall be respected as long as they have collected, and prudently and sufficiently reviewed reasonably reliable materials and information during the process of making such business judgment, and performed their duties in the manner believed to be in the best interests of the Company based on reasonable judgment made in good faith.

⑤ The Company may subscribe to indemnification liability insurance for the directors at its expense in order to secure effectiveness in claiming liabilities against the directors and to recruit competent persons as directors.

Article 13. Adequate Number of Independent Directors

Article 14. Expertise of the Board of Directors

Article 15. Diversity of the Board of Directors

① The Board of Directors shall be comprised of directors whose knowledge, experience, capabilities, and gender are diverse and harmonized to fulfill its roles and responsibilities.

② The Board of Directors, by securing diversity, shall share various perspectives and make an objective decision through effective discussions.

Article 17. Disclosure of Independence of Independent Directors

① The Independent Directors shall, when accepting appointment, submit to the Company confirmation that they do not have any significant relationship with the Company.

② The Company shall confirm and disclose that candidates for Independent Directors do not have any significant relationship with the Company.

③ When a change is made to the confirmation specified in Paragraph 1 following the appointment of an outside director, the outside director shall immediately submit an amended confirmation, and the Company shall disclose this confirmation.

Article 18. Expertise and Verification of Independent Directors

① The Board of Directors shall identify the specialized expertise required for its composition and make utmost efforts to appoint Independent Directors who possess such expertise.

② The Board of Directors and committees under the Board of Directors may utilize internal and external assistance at the company's expense to continuously manage and verify a pool of outside director candidates who possess the expertise required for the composition of the Board.

Article 19. Prohibition on Excessive Concurrent Offices and Competitive Transactions

① The Independent Directors shall not excessively hold concurrent positions in order to ensure faithful performance of their duties.

② The Independent Directors may not carry out financial transactions related to the businesses conducted by the company where they hold the position of the outside director and may not hold the position of the outside director in other companies within the same field.

Article 20. Performance of Duties

related to any matters to be decided upon in performing their duties, and thoroughly review materials provided by the Company.

② In the event the materials provided by the Company are insufficient, the Independent Directors shall obtain and review necessary materials by themselves, such as browsing books or any relevant documents.

③ The Independent Directors shall endeavor to obtain necessary information from various stakeholders within and outside the Company including the shareholders, and collect a variety of opinions about the management of the Company.

Article 21. Provision of Information to Independent Directors

① The management, including the chief executive officer, shall provide sufficient information in a timely manner to ensure that the Independent Directors obtain accurate information about the management status of the Company. In particular, when a meeting of the Board of Directors is held, the management shall provide relevant information in advance in order for the Independent Directors to thoroughly review the agenda to be presented at the meeting.

② The Independent Directors may request a person in charge of to provide necessary information for performance of their duties in order to present opinions about the Company’s managerial goal or decision of strategy.

③ The Company may designate a department to respond to the Independent Directors’ information request.

Article 22. Assistance from External Experts

Article 23. Provision of Sufficient Education Opportunities

① The Company shall provide sufficient education opportunities to ensure that the directors can effectively perform their roles.

② The directors shall receive training on a regular basis for effective performance of their duties and shall devote sufficient time and effort for clear understanding of their duties and desirable performance thereof.

③ Any newly appointed director shall participate in training on duties and governance structure of the Company, which is to be provided immediately after his/her appointment.

Article 24. Independent Directors Council

① The Board of Directors shall establish and operate an Independent Directors Council, comprised of all Independent Directors, with the aim of enhancing the oversight and support functions of the Independent Directors in management.

② The specific operational guidelines for the Independent Directors Council shall be governed by the Bylaws of the Board of Directors.

Article 25. Lead Independent Director

① When the chairperson of the Board is an Independent Director, he or she also serves as the Lead Independent Director. However, if an executive director is appointed as the chairperson, a separate Lead Independent Director shall be appointed from among the Independent Directors.

② The Lead Independent Director presides over the Independent Directors Council, collects the opinions of Independent Directors, and conveys them to the Board or management.

Article 26. Communication between Independent Directors and Management

The Company shall endeavor to provide Independent Directors and the management with opportunities to regularly discuss managerial matters.

Article 28. Operation of the Board of Directors

① The Board of Directors shall provide every director with an equal opportunity to state his/her opinions.

② In the event any director is unable to physically attend the Board of Directors’ meeting, the Board of Directors shall enable the director to participate in the meeting through means of remote communication (audio only or audio together with video).

③ The Company shall prepare the minutes of its every meeting and maintain and keep the details thereof.

Article 29. Roles of the Chairperson of the Board of Directors

① The chairperson of the Board of Directors shall continuously monitor whether the Company is establishing a transparent and sound governance structure, and shall seek measures to develop its governance structure.

② The chairperson of the Board of Directors shall encourage proactive discussions and lead the Board of Directors in a constructive manner, and support the Independent Directors in order to enable them to participate in decision-making based on accurate and timely information.

③ The chairperson of the Board of Directors shall endeavor to build constructive relationships between directors, and between directors and the management, and may seek and propose to the Company measures through which each director can readily find necessary information for decision-making in a timely manner.

Article 30. Delegation of Authority of the Board of Directors

The Board of Directors may delegate its authority to the representative director or the committees under the Board of Directors to the extent that it does not violate the relevant laws, regulations or the Articles of Incorporation.

Article 32. Roles of Audit Committee

Article 33. Roles of HR Evaluation and Remuneration Committee

Article 34. Roles of Strategy/ESG Committee

Article 36. Protection of Shareholders’ Rights

① The Company shall ensure that each shareholder has one vote for each share he/she/it owns, and restriction on voting rights of certain shareholders shall be imposed restrictively in accordance with the relevant laws and regulations.

② Any matter bringing significant changes to the existence of the Company and the shareholders’ rights shall be determined at the general meeting of shareholders in a manner ensuring the shareholders’ rights to the maximum extent possible.

③ The Board of Directors shall endeavor to ensure that any shareholder opposed to any important structural change, such as merger or substantial business transfer, is entitled to exercise his/her/its appraisal right based on the fair value reflecting the actual value of his/her/its interest as stipulated in the relevant laws and regulations.

④ The controlling shareholder shall not abuse their rights to infringe upon the rights of other general shareholders, and the Company shall endeavor to ensure that the rights of minority shareholders could be easily exercised in order to prevent the controlling shareholders’ abuse of control and protect the interests of all shareholders.

Article 38. Date, Time and Place, etc.

① The Company shall provide the shareholders in advance with sufficient information on the agenda to ensure that the shareholders may review the agenda before the meeting.

② The Company shall determine the date, time and place of the general meeting of shareholders to ensure that as many shareholders as possible can attend the meeting, and shall notify the shareholders of the date, time and place of the meeting in writing or electronic form sufficiently in advance.

Article 39. Appointment of Directors

① The Company shall endeavor to gather as many opinions of the shareholders as possible in selecting candidates for directors and appointing directors.

② The Company shall separately appoint at least one (1) member of the Audit Committee apart from the other directors to enhance independence of the Audit Committee.

Article 41. Operation of the Meeting of Audit Committee

① The Audit Committee shall hold a meeting at least once every quarter to ensure effectiveness of the quarterly reporting system.

② The chairperson of the Audit Committee may request the management, financial officer, head of the internal audit department, and the independent auditor to attend the Audit Committee’s meeting, and may engage any related external personnel to participate in the meeting depending on the agenda.

Article 42. Right of Access to Information, etc.

① Members of the Audit Committee may freely access any information necessary for conducting the audit for faithful performance of their duties.

② Apart from Paragraph 1, members of the Audit Committee shall endeavor to collect information from and exchange opinions with the management, the internal audit department, and the independent auditor through individual contact.

③ The Audit Committee may request for cooperation from officers and/or employees or independent auditor or request for assistance or advice from accountants, attorneys, or other outside experts during the performance of duties.

Article 44. Independent Auditor’s Attendance at the General Meeting of Shareholders

Article 45. Communication with Independent Auditor

① The Audit Committee shall discuss the status of independent audit with the independent auditor from time to time, and review and discuss major matters confirmed by the independent auditor during the performance of its duties.

② The Audit Committee shall discuss major matters relating to independent audit with the independent auditor at least once every quarter without the presence of the management.

Article 47. Information Disclosure

① The Company shall endeavor to equally provide all shareholders with any information about the Company that may have influence on the Company’s enterprise value.

② The Company shall endeavor to proactively respond to stakeholders’ request for information to the extent permitted by the relevant laws and regulations to ensure the Company’s sustainable growth and happiness of stakeholders.

③ The Company may disclose or publicly announce any matters that have or may have significant influence on the decision-making of the shareholders and stakeholders, in addition to those required to be disclosed under the relevant laws and regulations, unless such matters are confidential information.

Article 48. Accessibility to Disclosure

① The Company shall post on its website any information it intends to disclose, such as business reports, audit reports, sales reports, and company presentation materials, to ensure that anyone can easily access the disclosure.

② The Company shall make the disclosure easy to understand in as simple terms as possible.

Article 49. Designation of Officer in Charge of Disclosure, etc

① The Company shall effectively discharge disclosure obligations by designating an officer in charge of disclosure, and shall establish an internal information delivery system through which the Company’s important information can be delivered swiftly to the officer in charge of disclosure.

② The Company shall have the officer in charge of disclosure receive training on disclosure obligations.