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.A in Korea Institute of Corporate Governance and Sustainability(KCGS)'S 2023 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	A	A	A+	A

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. (Current) President (CEO), Samyang Foods Co.,Ltd. (Current) Vice Chair, Samyang Foods Co., Ltd. (Current) President (CEO), SamyangRoundsquare Co.,Ltd	2021.03~2027.03
Dong-chan 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) President (CEO), Samyang Foods Co.,Ltd.	2022.03~2025.03
Se-hyuk Han	Bachelor’s in Hanyang University(ERICA) (Former) Head of Global Sales Branch, Samyang Foods (Current) Head of Purchasing/SCM HQ	2024.03~2027.03
Seok-hoon Jang	Bachelor’s in Seoul National University (Former) CPA of Samil PwC (Former) CFO of WeMakePrice (Current) Head of Business Management Support HQ, Samyang Foods Co., Ltd. & Samyang Roundsquare Co., Ltd.	2023.10~2026.10

Name	Career History	Period (Initial appointment date)
Pan-wu Nam	Bachelor’s in Agricultural Economics Master's degree in Public Administration(Seoul National University) Ph.d. University of South Carolina (Former) Director of Taxpayer Service (Current) CTA of Kim&Chang Lawfirm	2024.03 ~ 2027.03
Jung Moo-shik	Bachelor’s in Law (Korea University) Lawyer (37th bar exam/class of 27) (Former) Lawyer at Gonggam Partners Law Firm (Current) Representaive Lawyer at Seon Law Firm	2021.03 ~ 2027.03
In-su Kim	Bachelor’s in Management (Seoul University) (Former) CPA at Samil PwC (Current) Managing Director at Hanmi Accounting Firm	2024.03 ~ 2027.03
So-yeop Kang	Master’s at Graduate School of Journalism and Mass Communication (Yonsei University) (Former) Managing Director at InComm Brodeur Co., Ltd. (Current) Director of Donggi Science Research Center at Human Solution Group	2021.03 ~ 2027.03

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 Executive 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

Category	Date	Location
63nd General Meeting of Shareholders	2024.03.28 09:00	Conference Hall in Samyang Foods Building, 104, Opaesan-ro 3-gil, Seongbuk-gu, Seoul, Republic of Korea

Agenda	Approval	Note
Agenda 1: (2023.01.01~2023.12.31) 63rd Approval of Financial Statements	Approved	(Agenda 1) Approval Ratio: 99.4% Disapproval Ratio: 0.6%
Agenda 2: Change of the Articles of Incorporation Agenda 2-1. Change of the date of Board of Director's convocation	Approved	(Agenda 2-1) Approval Ratio: 99.7% Disapproval Ratio: 0.3%
Agenda 2: Change of the Articles of Incorporation Agenda 2-2. Change of dividend base date	Approved	(Agenda 2-2) Approval Ratio: 100% Disapproval Ratio: 0.0%
Agenda 3: Appointment of Board Directors Agenda 3-1. Appointment of Jung Soo Kim to the Inside Director	Approved	(Agenda 3-1) Approval Ratio: 72.2% Disapproval Ratio: 27.8%
Agenda 3: Appointment of Board Directors Agenda 3-2. Appointment of Se Hyuk Han to the Inside Director	Approved	(Agenda 3-2) Approval Ratio: 99.5% Disapproval Ratio: 0.50%
Agenda 3: Appointment of Board Directors Agenda 3-3. Appointment of Moo Shik Jung to the Independent Director	Approved	(Agenda 3-3) Approval Ratio: 91.3% Disapproval Ratio: 8.7%
Agenda 3: Appointment of Board Directors Agenda 3-4. Appointment of So Yeop Kang to the Independent Director	Approved	(Agenda 3-4) Approval Ratio: 91.3% Disapproval Ratio: 8.7%
Agenda 3: Appointment of Board Directors Agenda 3-5. Appointment of Pan Wu Nam to the Independent Director	Approved	(Agenda 3-5) Approval Ratio: 99.7% Disapproval Ratio: 0.3%
Agenda 4: Appointment of Independent Director In Su Kim to the member of Audit Committee	Approved	(Agenda 4) Approval Ratio: 99.3% Disapproval Ratio: 0.7%
Agenda 5: Appointment of members of Audit Committee Agenda 5-1. Appointment of Moo Sik Jung to the member of Audit Committee	Approved	(Agenda 5-1) Approval Ratio: 76.5% Disapproval Ratio: 23.5%
Agenda 5: Appointment of members of Audit Committee Agenda 5-2. Appointment of Pan Wu Nam to the member of Audit Committee	Approved	(Agenda 5-2) Approval Ratio: 99.3% Disapproval Ratio: 0.7%
Agenda 6: Approval of limits on Board members compensation	Approved	(Agenda 6) Approval Ratio: 81.2% Disapproval Ratio: 18.8%

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

Family Site

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

Committees within the Board of Directors

General Meeting of the Shareholders

- Date and Location