Governance & Financial Information | SUSTAINABLE MANAGEMENT

Samyang Foods Co., Ltd full of love and happiness

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Sustainable Management Samyang Foods pursues sustainable management by fulfilling social responsibilities and establishing a transparent and fair governance.

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Compliance with the Best Practices of Corporate Governance

Recommendations on Best Practices of Corporate Governance	Status	Note
Separation of the CEO and head of the Board of Directors or the appointment of a senior non-executive director	Introduced
Announcement of the details of the Board’s activities, the Board’s attendance rate, and disclosure of pros and cons of major agendas	Introduced
Composition of committee for the recommendation of non-executive directors	Introduced
Composition of the Compensation Committee	Introduced
Announcement of whether the Audit Committee is fully composed of Non-executive Directors	Introduced
Introduction of regulations regarding the Board of Directors, the role of each committee, and operational procedures	Introduced
Joining of compensation liability insurance for directors at the company’s expense	Introduced
Maintenance of the independence of external auditors	Introduced
Explanation of differences with exemplary criterion	Introduced
Explanation of differences with corporate governance exemplary criterion	Introduced

ESG (Environment, Society, Governance) Evaluation Rating Grade Status

Samyang Foods has received the general grade of follows.B+ in Korea Institute of Corporate Governance and Sustainability(KCGS)'S 2022 governance evaluation, and the scores for each area are as follows.

Category	ESG general grade	E (Environment) grade	S (Society) grade	G (Governance) grade
Evaluation results	B+	A	A+	B+

ESG evaluation : ESG ratings enable capital market participants to more intuitively identify the level of possible Risk related to the ESG of listed companies.
It also allows them to conduct annual evaluation for the purpose of supporting decision-making for investment.

Corporate Governance Charter

Samyang Foods has created and continues to carry out a corporate governance structure charter containing the will to create a honest, transparent governance and maintain responsibility towards society.

Name	Professional Highlights	Term in office
Jung-soo Kim	Bachelor’s in Social Welfare (Ewha Woman’s University) (Former) Head of Sales, Samyang Foods Co., Ltd (Former) Vice Chair, Samyang Foods Co., Ltd (Current) President (CEO), Samyang Foods Co.,Ltd. (Current) Chairperson of the ESG Committee	2021.03~2024.03
Jaesung Chang	Master’s in Computation (University of Manchester) (Former) Head of Private Equity Division, IBK Securities (Current) President (CFO), Samyang Foods Co., Ltd.	2022.03~2025.03
Dongchan Kim	Bachelor’s in Food Engineering (Kyunghee University) (Former) Director, Lotte Confectionary Co., Ltd. (Former) Factory Director, Lotte Confectionary Co., Ltd. (Former) Factory Director, Samyang Foods Co.,Ltd. (Current) Head of Production Division & CSO, Samyang Foods Co.,Ltd.	2022.03~2025.03
Yong-oug Moon	Bachelor’s in Library and Information Science (Yonsei University) Board Member, Bongha Foundation (Former) Chief Presidential Secretary (Current) Chairman of the Board, Executive Advisor Samyang Foods Co.,Ltd	2021.03~2021.03

Name	Career History	Period (Initial appointment date)
Hong Cheol-kyu	PhD in Accounting (London School of Economics and Political Science) Vice President of Management Accounting Association of Korea Non-executive Director (Chairman of Audit Commitee) at Lotte Data Communication Co., Ltd. Professor of Business Administration at Chung-Ang University	2021.03 ~ 2024.03
Lee Hui-soo	Master’s in Finance (Hanyang University) Certified Public Accountant (KICPA) Adjunct Professor at Hanyang University Graduate School of Management President of Yekyojisung Accounting Corporation	2021.03 ~ 2024.03
Jung Moo-shik	Bachelor’s in Law (Korea University) Lawyer (37th bar exam/class of 27) Representative lawyer at Gonggam Partners Law Firm (Former) Representaive Lawyer at Jung Moo-sik Law Firm	2021.03 ~ 2024.03
Kang So-yeop	Master’s at Graduate School of Journalism and Mass Communication (Yonsei University) Director of Donggi Science Research Center at Human Solution Group (Former) Managing Director at InComm Brodeur Co., Ltd.	2021.03 ~ 2024.03

Number	Date	Agendas	Approval	Outside Director Attendence
1	Jan. 25th	Agenda 1. Naming of Chief Compliance Officer Agenda 2. Dismissal of Company General Manager	Approved	4 out of 4 100%
2	Feb. 8th	Agenda 1. Report on Internal Accounting Control System Agenda 2. Approval of FY2021 Financial Statements (Separate & Consolidated) Agenda 3. Declaration of cash dividend Agenda 4. Share repurchase Agenda 5. Call to 61st Annual General Meeting of Shareholders Agenda 6. Approval of concurent holdings of offices by the member of the Board of Directors Agenda 7. Implementation of Electronic Voting System Agenda 8. Partial Business Transfer from Samyang Frozen Foods Agenda 9. Report on activities of Committees within the Board	Approved	4 out of 4 100%
3	Mar. 8th	Agenda 1. Reporting and Evaluation of Internal Accounting Control System Agenda 2. Changes in Rules of the Board of Directors and Rules of the Business Management Committee	Approved	4 out of 4 100%
4	Mar. 23rd	Agenda 1. Delegation of the executing of compensation of directors Agenda 2. Election of Chief Executive Officer Agenda 3. Election of Chief Safety Officer Agenda 4. Election of members of the Committees within the Board	Approved	3 out of 4 75%
5	Apr. 25th	Agenda 1. Partial Business Transfer from Samyang Naturals	Approved	4 out of 4 100%
6	May. 12th	Agenda 1. Report on FY2022.1Q Financial Statements (Separate & Consolidated)	Approved	3 out of 4 75%
7	Jun. 9th	Agenda 1. Decision of Closed date of the Shareholder Registry Agenda 2. Approval to Transfer of Samyang Foods' CI Agenda 3. Approval of Transactions with affiliated Person	Approved	4 out of 4 100%
8	Aug. 12th	Agenda 1. Report on FY2022.2Q Financial Statements (Separate & Consolidated) Agenda 2. Approval of interim dividend decision Agenda 3. Approval of investment in kind	Approved	4 out of 4 100%
9	Nov. 11th	Agenda 1. Report on FY2022.3Q Financial Statements (Separate & Consolidated) Agenda 2. For approval of the conclusion of a contract for the use of CI Agenda 3. Approval for revision of internal accounting control regulations Agenda 4. Reporting on the activities of the Board committees	Approved	4 out of 4 100%
10	Dec. 14th	Agenda 1. Report on Health and Safety Activities and Approval of Plans for 2023 Agenda 2. Report on Compliance support performance and plan Agenda 3. Report on Key management matters	Approved	4 out of 4 100%

Committee	Role	Composition
Business Management Committee	Audits the accounting and work of the company according to laws, articles of association, or Board of Directors rules and carries out the issues assigned by the Board of Directors	3 Inside Directors
Compensation Committee	Securing of the objectivity and transparency of executive rewards and resolving the matters delegated by the Board of Directors	1 Inside Directors, 2 Independent Outside Directors
Non-executive Directors Recommendation Committee	Recommends candidates for non-executive director positions based on relevant laws, articles of association, and regulations of the Board of Directors	1 Inside Directors, 2 Independent Outside Directors
ESG committee	In order to achieve long-term sustainable growth, strategies and direction are set, relevant performance is evaluated, etc. regarding aspects of environment, social, and corporate governance	3 Inside Directors, 1 Independent Outside Directors
Auditing committee	Performs review and decisions regarding articles of association, regulations of the Board of Directors, management committee regulations, and items assigned by the Board of Directors in order to increase the expertise and efficiency of work	3 Inside Directors

Committee	Meeting	Date	Agendas	Approval
Business Management Committee	1st	Jan. 7th	Agenda 1. Compensation of Registered Directors	Approved
2nd	Mar. 8th	Agenda 1. Loan Extention	Approved
3rd	Mar. 23rd	Agenda 1. Election of Chairman of Business Management Committee	Approved
Agenda 2. Limits to Compensations for Directors
Agenda 3. Election of Deputy Chairman in case of Absence of the Board Chairman
4th	Apr. 25th	Agenda 1. Loan Extention	Approved
5th	Jun. 3rd	Agenda 1. Loan Extention	Approved
6th	Aug. 4th	Agenda 1. Approval of Investment in facilities	Approved
Agenda 2. Approval of collateral for the loan
7th	Sep. 2nd	Agenda 1. Approving the extension of the import L/C	Approved
Agenda 2. For approval of corporate electronic settlement re-agreement
8th	Oct. 6th	Agenda 1. Approval for disposal of tangible assets	Approved
9th	Oct. 25th	Agenda 1. Approval of Investment in facilities	Approved
Compensation Committee	1st	Jan. 25th	Agenda 1. Performance Bonus for Registered Directors	Approved
2nd	Aug. 12th	Agenda 1. Approval of First half of 2022 Registered Directors' KPI	Approved
Agenda 2. First half of 2022 Performance Bonus for Registered Directors
ESG Committee	1st	Apr. 25th	Agenda 1. Consideration of the ESG Goals and Plan	Approved
2nd	Aug. 12th	Agenda 1. Report on 2022 KCGS ESG Rating process	Approved
Agenda 2. Report on ESG Management Internalization Monitoring
3rd	Nov. 11th	Agenda 1. Report on 2022 KCGS ESG Rating Results	Approved
Agenda 2. Review of ESG Management performance
Agenda 3. Report on ESG Management Internalization Plan
Audit Committee	1st	Feb. 8th	Agenda 1. Report on Internal Accounting Control System	Approved
Agenda 2. Approval of Separate and Consolidated Financial Statements
Agenda 3. Report on Proof of Contents
2nd	Mar. 8th	Agenda 1. Evaluation of Internal Accounting Control System	Approved
Agenda 2. Report on Meeting with the Auditor
Agenda 3. Approval of Audit Report
Agenda 4. Internal Audit Plan
Agenda 5. Submission of Auditor's Opinion about Internal Mornitoring System
Agenda 6. Submission of Audit Report
3rd	Mar. 23rd	Agenda 1. Approval of Non-Audit Service Contract with the Auditor	Approved
Agenda 2. Selection of Deputy Chair of the Committee
4th	May. 12th	Agenda 1. Business Results for 1st Quarter of 2022	Approved
Agenda 2. Planning to Operation of Internal Accounting Control System
Agenda 3. Report on Meeting with the Auditor
5th	Aug. 12th	Agenda 1. Business Results for 2nd Quarter of 2022	Approved
Agenda 2. Report on Election of internal accounting manager
Agenda 3. Report on the progress of internal accounting control system
Agenda 4. Report on the progress of internal audit plan
Agenda 5. Report on Meeting with the Auditor
6th	Nov. 11th	Agenda 1. Report on Meeting with the Auditor	Approved
Agenda 2. Business Results for 3rd Quarter of 2022
Agenda 3. Report on the change of the internal accounting support organization
Agenda 4. Report on the progress of internal accounting control system
Agenda 5. Approval for revision of internal accounting regulations
7th	Nov. 22nd	Agenda 1. Approval of the terms of the audit contract with an external auditor	Approved

Category	Date	Location
62nd General Meeting of Shareholders	2023.03.29 09:00	Conference Hall in Samyang Foods Building, 104, Opaesan-ro 3-gil, Seongbuk-gu, Seoul, Republic of Korea

Agenda	Approval	Note
Agenda 1: (2022.01.01~2022.12.31) 62nd Approval of Financial Statements including Statement of Appropriation of Retained Earnings	Approved
Agenda 2: Change of Articles of Incorporation Agenda 2-1 Addition and deletion of business purpose Agenda 2-2 Change of interim dividend base date	Approved
Agenda 3: Limits on board member compensation	Approved

104, Opaesan-ro 3-gil, Seongbuk-gu, Seoul, Korea | Samyang Foods Co., Ltd

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Sustainable Management Samyang Foods pursues sustainable management by fulfilling social responsibilities and establishing a transparent and fair governance.

Governance

Compliance with the Best Practices of Corporate Governance

ESG (Environment, Society, Governance) Evaluation Rating Grade Status

Corporate Governance Charter

Board of Directors

2022 Board Meeting Agendas

Committees within the Board of Directors

2022 Committees Agendas

General Meeting of the Shareholders

- Date and Location