Corporate Governance image
Article 1. Name
The name of the Company is, in Korean, NAVER Jushikhoesa and in English, NAVER Corporation (hereafter referred to as the "Company"). <Revised 2013.06.28>
Article 2. Objectives
The objectives of the Company are to provide the following services and/or engage in the following business activities:
  • 1.

    Information processing and communications services via computers and telecommunications equipment;

  • 2.

    Sale of system integration services;

  • 3.

    Development, sale and lease of software;

  • 4.

    Specialized services related to information processing technology;

  • 5.

    Advanced information communications services;

  • 6.

    Advertising agency business, advertising media sales; <Revised 2015.03.20>

  • 7.

    Public opinion polls and research business;

  • 8.

    Real estate lease business;

  • 9.

    E-commerce and related distribution business;

  • 10.

    Supplemental communications business; and

  • 11.

    Electronic finance business; <Revised 2012.03.23>

  • 12.

    Location based service; <Appended 2015.03.20>

  • 13.

    Sale of expert knowledge, lease business; <New 2015.03.20>

  • 14.

    Distribution of music, motion pictures, photography, and cartoons, wireless or otherwise; <New 2015.03.20>

  • 15.

    Management and brokerage of copyrights and licenses; <New 2015.03.20>

  • 16.

    Management of copyrights and licenses regarding music, videos, and other content; <New 2015.03.20>

  • 17.

    Manufacture and retail of synthetic resins, clothes, stationery products, toys, and metal products; <New 2015.03.20>

  • 18.

    License business regarding intellectual property rights such as trademarks and brands; <New 2015.03.20>

  • 19.

    Certified managing business for content creators, entertainment support business; <New 2015.03.20>

  • 20.

    Entertainment related business; <New 2015.03.20>

  • 21.

    Special-category telecommunications business; <New 2015.03.20>

  • 22.

    Medical Service(Limited to set-up of auxiliary medical institution); <New 2018.09.07>

  • 23.

    Any and all businesses and investments relevant to each of the aforementioned objectives

Article 3. Location of the Head Office and Establishment of Branches, etc.
  • 1.

    The head office of the Company shall be located in Gyeonggi Province.

  • 2.

    The Company may establish branches, sub-branches, offices or overseas subsidiaries within or outside Korea, by resolution of the Board of Directors, whenever necessary.

Article 4. Method of Giving Public Notice
Public notices by the Company shall be made through the Company's internet website (https://www.navercorp.com). However, under unavoidable circumstances, including during a system outage, public notices shall be made through the Maeil Business Newspaper, a Korean-language daily newspaper published in Seoul. <Revised 2014.03.21>
Article 5. Total Number of Shares to be Issued
The total number of shares to be issued by the Company shall be three hundred million (300,000,000) shares.
Article 6. Par Value per Share
The par value per share issued by the Company shall be 500 won.
Article 7. Total Number of Shares to be Issued at the Time of Incorporation
The total number of shares to be issued by the Company at the time of incorporation shall be 100,000 shares (at 5,000 won per share).
Article 8. Classes of Shares
  • 1.

    The classes of shares to be issued by the Company shall be common shares and preferred shares, both in registered form. <Revised 2012.03.23>

  • 2.

    Share certificates of the Company shall be in eight denominations, as follows: one (1) share, five (5) shares, ten (10) shares, fifty (50) shares, one hundred (100) shares, five hundred (500) shares, one thousand (1,000) shares and ten thousand (10,000) shares.

Article 9. Number and Contents of Preferred Shares
  • 1.

    Class shares to be issued by the Company shall be "non-voting preferred shares” (referred to as "class shares" hereinafter), and the number of class shares that can be issued is limited to one-fourth (1/4) of all shares issued. <Revised 2015.03.20>

  • 2.

    Dividends shall preemptively be paid in cash for class shares based on the par value, in accordance with the preferred rate determined by the Board of Directors. <Revised 2015.03.20>

  • 3.

    If the dividend rate declared on common shares exceeds that of class shares, the amount of excess dividends can be either participating or non-participating in accordance with the resolution of the Board of Directors. <Revised 2015.03.20>

  • 4.

    If, for any fiscal year, dividends cannot be paid on class shares, such unpaid dividends can be either cumulative or non-cumulative when paid in the next year, in accordance with the resolution of the Board of Directors.

  • 5.

    If, for any fiscal year, dividends cannot be paid on class shares, such unpaid dividends can be either cumulative or non-cumulative when paid in the next year, in accordance with the resolution of the Board of Directors.

  • 6.

    If the Company increases capital by issuing new shares with or without consideration, the new shares to be assigned shall be of the same class, of a different class or common shares, in accordance with the resolution of the Board of Directors. <Revised 2015.03.20>

  • 7.

    <Deleted 2015.03.20>

Article 10. Preemptive Rights
  • 1.

    The Company shall determine the manner of issuing new shares by resolution of the Board of Directors in the following cases: <Revised 2014.03.21>
    ① Where the Company offers new share subscription rights to existing shareholders in order to allocate new shares based on the number of existing shares;
    ② Where the Company offers new share subscription rights to a specific individual (including the shareholder of the Company) in order to achieve the Company's management aims, such as introducing new technologies and improving the financial structure, in a manner not described in Item 1, above, and to the extent that the number of such new shares does not exceed twenty out of one hundred (20/100) of the total number of outstanding shares; and
    ③ Where the Company offers new share subscription rights to unspecified individuals (including the shareholder of the Company) and allocates new shares to the subscriber in a manner not described in Item 1, above, and to the extent that the number of such new shares does not exceed fifty out of one hundred (50/100) of the total number of outstanding shares.

  • 2.

    In cases where new shares are allocated in the manner described in Paragraph 1, Item 3, above, the new shares may be allocated, in accordance with the resolution of the Board of Directors, and in adherence to any one of the following provisions: <Revised 2014.03.21>
    ① Where the Company allocates new shares to unspecified individual subscribers without classifying individuals by new share subscription rights;
    ② Where the Company grants new share subscription rights to unspecified individuals after allocating new shares to members of the Employees Share Ownership Association pursuant to related laws;
    ③ Where the Company grants new share subscription rights to unspecified individuals in cases where there are unsubscribed shares after the new share subscription rights were granted to existing shareholders with priority; or ④ Where the Company grants new share subscription rights to specified individuals corresponding to reasonable standards set forth in related laws such as those concerning supply estimation, supplied by the investment management or investment brokerage as the underwriter or intermediary.

  • 3.

    When issuing new shares in the manner described in the provision of Paragraph 1, above, the class, number and price thereof shall be determined by resolution of the Board of Directors. <Revised 2014.03.21>

  • 4.

    If any shareholder waives or forfeits his/her preemptive rights for new shares or any fractional shares resulting from the allocation of the new shares, the method of dealing with such new shares or fractional shares shall be determined by resolution of the Board of Directors. <Revised 2014.03.21>

  • 5.

    The Company shall determine the method of dealing with fractional shares resulting from the allocation of the new shares by resolution of the Board of Directors. <Revised 2014.03.21>

Article 11. (Deleted)  
<Revised 2009.03.30>
Article 12. Stock Options
  • 1.

    The Company may grant its executives and employees, and the executives and employees of its affiliated companies, (pursuant to Article 30 of the KCC Enforcement Decree hereinafter) stock options by a special resolution of the general shareholders’ meeting, to the extent of not exceeding fifteen out of one hundred (15/100) of the total number of issued shares. However, the Company may grant stock option to its executives and employees by resolution of the Board of Directors to the extent of not exceeding three out of one hundred (3/100) of the total number of issued shares. In such a case, the Company may grant such stock options to be linked to management performance or share price index. <Revised 2013.06.28>

  • 2.

    When granting stock options by a resolution of the Board of Directors as prescribed in the provision of Paragraph 1, above, the resolution must be approved at the following general shareholders’ meeting.

  • 3.

    Those eligible for stock options are the Company’s executives or employees who contribute to or have the capacity to contribute to the Company’s incorporation, management, or technological innovation, etc., but also excluding any person fitting any of the following descriptions (However, this exclusion does not apply if the person became a specially related person(s) [as defined in Article 34 of the KCC Enforcement Decree hereinafter] following a promotion or joining of the Company as an executive [including the case where the executive or auditor does not conduct work for an affiliated company]: <Revised 2013.06.28>
    ① The Company’s largest shareholder (as defined in Article 542-8 Paragraph 2-5 of the KCC hereinafter) and any specially related person(s);
    ② The Company’s principal shareholder(s) (as defined in Article 542-8 Paragraph 2-6 of the KCC hereinafter) and any specially related person(s); or
    ③ A person who becomes a principal shareholder of the Company as a result of exercising his/her stock options

  • 4.

    The shares to be delivered as a result of the exercise of stock options hereunder (in case there is a difference between the share price at which such stock options are exercised and the market value of relevant stock is paid in cash or treasury share, referring to the share on the basis of which such a difference is calculated) shall be shares described in Article 8 and determined by a general shareholders' meeting for granting stock options or by resolution of the Board of Directors. <Revised 2013.06.28>

  • 5.

    The number of executives and employees who are eligible for stock options hereunder shall not exceed ninety out of one hundred (90/100) of the total number of executives and employees in office at the time of the grant. The number of shares covered by a stock option that may be granted to an executives or employee of the Company shall not exceed ten out of one hundred (10/100) of the total number of issued shares.

  • 6.

    The per-share price at which stock options are exercised shall not be lower than either of the following prices. Such provision shall also apply when the relevant stock option exercising price is subsequently adjusted after the grant of stock options.
    ① If new shares are to be issued and delivered, the higher of the following:
    A. Actual market value of relevant shares as of the date of such stock options granted; or
    B. Face value of relevant shares
    ② Otherwise, the market value of relevant shares evaluated pursuant to Item 1-A above

  • 7.

    The stock options may be exercised after two (2) years have passed, following the date of the resolution set forth in Paragraph 1, above. However, if he/she is deceased within two (2) years from the date of the resolution set forth in Paragraph 1, above, or retires or resigns from office due to causes not attributable to him/herself, he/ she may exercise stock options during the above period. <Revised 2013.06.28>

  • 8.

    The stock options may be exercised within five (5) years and after two (2) years from the date of the resolution set forth in Paragraph 1, above. <New 2013.06.28>

  • 9.

    The grant of the stock option may be canceled by a resolution of the Board of Directors in any of the following cases:
    ① Where the relevant executives or employee of the Company voluntarily retires from office after being granted stock options;
    ② Where the relevant executives or employee of the Company causes substantial damage to the Company due to his/her willful misconduct or negligence;
    ③ Where the stock options may not be exercised due to the Company’s bankruptcy or dissolution; or
    ④ Where any cause for cancellation, as set forth in the stock option agreement, occurs.

  • 10.

    The dividend of the profit gained from the new shares as the result of an exercise of stock options should correspond to provisions in Article 13. <New 2013.06.28>

Article 12-2. Employee Ownership Plan Options
  • 1.

    The Company may grant members of the Employees Share Ownership Association options in accordance with the Employee Ownership Plan by a special resolution of the general shareholders’ meeting, to the extent of not exceeding twenty out of one hundred (20/100) of the total number of issued shares, pursuant to Article 32-2 of the FAWW. However, the Company may grant members of Employees Share Ownership Association options for t he Employee Ownership Plan by resolution of the Board of Directors, to the extent of not exceeding ten out of one hundred (10/100) of the total number of issued shares.

  • 2.

    In the case of an issuance or assignment of the shares following the exercise of the option, the shares of the Company shall be common shares and class shares in registered form. <Revised 2017.03.17>

  • 3.

    <Deleted 2017.03.17>

  • 4.

    The Employee Ownership Plan option may be exercised after six (6) months and within two (2) years after the date of the grant set forth in the provisions of Paragraph 1, above. However, the option may be exercised during a specific period within or without this period, by resolution, as set forth in the provision of Paragraph 1, above.

  • 5.

    The exercise price for the Employee Ownership Plan option shall exceed (seventy out of one hundred) 70/100 of the par value set forth in Article 14 of the Framework Act on Workers’ Welfare Enforcement Regulations. However, in the case of shares issuance for the granted options where the exercise price is below the face value, the face value may replace the exercise value. <Revised 2017.03.17>

  • 6.

    The grant of the Employee Ownership Plan option may be canceled by resolution of the Board of Directors in any of the following cases:
    ① Where the grantee causes substantial damage to the Company by willful misconduct or negligence;
    ② Where the Company is unable to respond to the exercise of options due to the Company’s bankruptcy or dissolution; or
    ③ Where any event constituting a cause of cancellation, as set forth in the Employee Ownership Plan option agreement, occurs.

  • 7.

    The dividend plan for the newly issued shares following the exercise of an Employee Ownership Plan option shall be in accordance with the provisions set forth in Article 13.

Article 13. Commencement Date for Dividends on New Shares
If the Company issues new shares by right issue, bonus issue or stock dividend, with respect to the dividends on the new shares, the new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year during which such new shares are issued.
Article 14. Retirement of Shares
The Company may retire its treasury shares by resolution of the Board of Directors to the extent determined by the related laws. <Revised 2014.03.21>
Article 15. Transfer Agent
  • 1.

    The Company shall retain a transfer agent for shares.

  • 2.

    The transfer agent, the location its services are to be rendered, and the scope of its duties, shall be determined by a resolution of the Board of Directors of the Company and shall be publicly announced.

  • 3.

    The Company shall keep the shareholders’ registry, or a duplicate thereof, at the location where the transfer agent renders its services. The transfer agent shall deal with the transfer of shares, registration or cancellation of pledges created on shares, registration or cancellation of property in trust, issuance of share certificates, acceptance of reports and other share-related matters.

  • 4.

    The procedure of dealing with such matters mentioned in Paragraph 3 shall be subject to regulation concerning the securities transfer agency by Transfer Agent, etc.

Article 16. Report of Addresses, Names and Seals or Specimen Signatures, etc.
  • 1.

    Shareholders and registered pledgees shall report their names, addresses, seals or signatures to the transfer agent referred to in Article 15.

  • 2.

    Shareholders and registered pledgees residing abroad shall report their appointed agents and the addresses in Korea to whom notices are to be sent.

  • 3.

    Any change in the information mentioned in Paragraphs 1 and 2, above, shall also be reported to the Transfer Agent accordingly.

Article 17. Closing of the Shareholders’ Registry and Record Date
  • 1.

    The Company shall suspend any entry of alterations in the register of shareholders with respect to the shareholders’ rights during the period from January 1 to January 31 of each year.

  • 2.

    The Company shall deem those shareholders whose names appear in the list of shareholders on December 31 of each year to be the shareholders entitled to exercise their rights as shareholders at the annual general shareholders’ meeting.

  • 3.

    In the case that an extraordinary general shareholders’ meeting is convened, or in any other necessary cases, the Company, by resolution of the Board of Directors, may suspend the entry of alterations in the register of shareholders with respect to the shareholders’ rights for a designated period not exceeding three (3) months, or, may authorize those who are registered in the shareholders’ registry to exercise their rights as the Company's shareholders on a designated date, within the period of three (3) months. If the Board of Directors deems it necessary, the Company may suspend the entry of alterations in the registry of shareholders and designate the record date at the same time. In such a case, the Company shall provide public notice in relation thereof at least two weeks prior to the closing of the shareholders’ registry or the record date.

Article 18. Issuance of Convertible Bonds
  • 1.

    The Company may issue convertible bonds to any person(s) other than the Company’s shareholders by resolution of the Board of Directors, to the extent that their aggregate par value does not exceed five hundred (500) billion won, if such convertible bonds are issued, under the following circumstances: <Revised 2014.03.21>

  • 2.

    ① Through granting covertible bond subscription rights to allocate bonds to specified individuals(including shareholders) for the purpose of achieving management objectives including introduction of new technology and improvement of financial structure in cases not set forth in Article 10 Paragraph 1 item 1 above; or
    ② Through allocating covertible bonds to subscribers following the grant of covertible bond subscription rights to unspecified individuals in cases not set forth in Article 10 Paragraph 1 item 1 above.

  • 3.

    The convertible bonds referred to in paragraph 1 above, the Board of Directors may also issue such bonds on condition that only a part thereof be granted the right to convert to capital shares.

  • 4.

    The shares to be issued as a result of conversion of such bonds shall be common shares and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.

  • 5.

    The payment of dividends on the new shares to be issued as a result of conversion hereunder and the payment of interest on such convertible bonds, the provisions of Article 13 hereof shall apply, mutatis mutandis.

Article 19. Issuance of Bonds with Warrants
  • 1.

    The Company may issue bonds with warrants to persons other than shareholders in the cases set forth in Article 18 paragraph 1 above by a resolution of the Board of Directors to the extent that the aggregate face value amount of the bonds shall not exceed 500 billion Won.

  • 2.

    The aggregate price of new shares that may be subscribed by the holders of warrants shall be determined by the Board of Directors, but shall not exceed the aggregate face value of the bonds with warrants.

  • 3.

    The shares to be issued as a result of exercise of warrants shall be common shares and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.

  • 4.

    The period in which holders of bonds with warrants are entitled to make a request for exercise hereunder shall begin on the day after three (3) months have elapsed from the date of issuance thereof and end on the day immediately preceding the redemption date thereof provided, however, that in the event that the bonds with warrants are issued by a method other than public offering, exercise may be requested during the period from the date when one (1) year has elapsed after the relevant warrants are issued to the date immediately prior to the redemption date of the bonds. However, the period for requesting exercise may be adjusted by a resolution of the Board of Directors within the aforementioned period.

  • 5.

    The payment of dividends on the new shares to be issued as a result of such warrant hereunder and the payment of interest on such convertible bonds, the provisions of Article 13 hereof shall apply, mutatis mutandis.

Article 20. Issuance of Participating Bonds
  • 1.

    The Company may issue participating bonds to persons other than shareholders by a resolution of the Board of Directors to the extent that the aggregate face value amount of the bonds shall not exceed 500 billion Won.

  • 2.

    The participating bonds stipulated in paragraph 1 above, may participate in the Company’s distribution of dividends at the rate of 5/100 of the dividends for common stock.

  • 3.

    The quarterly dividends under Article 57 shall not apply to participating bonds.

  • 4.

    The issue price of the participating bonds stipulated in paragraph 1 shall be determined by the Board of Directors at the time of issuance.

Article 21. Issuance of Exchangeable Bonds
  • 1.

    The Company may issue exchangeable bonds to persons other than shareholders by a resolution of the Board of Directors to the extent that the aggregate face value amount of the bonds shall not exceed 500 billion Won.

  • 2.

    Details pertaining to issuance of exchangeable bonds shall be determined by resolution of the Board of Directors.

Article 22. Applicable Provisions Concerning Issuance of Bonds
The provisions of Articles 15 and 16 hereof shall apply mutatis mutandis to the issuance of bonds.
Article 23. Convening of Meeting of Shareholders
  • 1.

    The Company’s meetings of shareholders shall consist of annual general shareholders meeting and extraordinary shareholders meeting.

  • 2.

    Annual general shareholders meeting shall be convened within three (3) months after the close of each fiscal year and extraordinary shareholders meeting shall be convened at any time whenever deemed necessary.

Article 24. Person Authorized to Convene Meeting of Shareholders
  • 1.

    Unless otherwise stipulated in relevant laws and regulations, the general shareholders’ meeting shall be convened by the Representative Officer of the Company in accordance with the resolution of the Board of Directors.

  • 2.

    If the Representative Officer is absent or unable to execute his/her duties, the provisions of Article 40, Paragraph 2 hereof shall apply, mutatis mutandis.

Article 25. Individual and Public Notices on the Convening of a Shareholders’ Meeting
  • 1.

    In convening a general shareholders’ meeting, a notice thereof either in written or electronic form, which sets forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of the meeting.

  • 2.

    The written notice to shareholders holding not more than one out of one hundred (1/100) of the total number of issued and outstanding shares with voting rights as stated in provisions of Paragraph 1, above, may be replaced by public notices made at least twice in the Korea Economic Daily and the Maeil Business Newspaper, circulated in Seoul two weeks prior to the meeting or through a disclosure at the Data Analysis, Retrieval and Transfer System operated by the Financial Supervisory Commission or the Korea Stock Exchange. The public notice of a meeting shall announce that the general meeting will be held and shall include the agenda of the meeting.

  • 3.

    In the case of an individual notification as described in Paragraph 1, or a public notice as described in Paragraph 2, if the purpose is to appoint directors, then information such as the names and brief personal records of the candidates for such directors and others shall be included in such notices, as prescribed by Article 542-4, Paragraph 2 of the KCC.

  • 4.

    When the Company gives personal or public notice of the convening of the general shareholders’ meeting in accordance with Paragraphs 1 and 2, above, information such as the performance and remuneration of outside directors and the operations of the Company shall be included in such notices, in accordance with Article 542-4, Paragraph 3 of the KCC. However, if the Company posts such matters online on the corporate website and at the head office and branches of the Company, the transfer agent company, the Financial Supervisory Commission, and the Korea Stock Exchange, it may replace the aforementioned notice or public notice.

Article 26. Place of the Meeting
The shareholders’ meeting shall be held at the place where the Company's headquarters is located, or other places adjacent thereto, as deemed necessary.
Article 27. Chairperson
  • 1.

    The Representative Officer shall preside over the general meetings of shareholders as Chair.

  • 2.

    In the absence of the Representative Officer, the provision in Article 40, Paragraph 2 shall apply, mutantis mutandis.

Article 28. Chairperson’s Authority for Maintaining Order
  • 1.

    The Chair of a general shareholders’ meeting may order the suspension, cancellation of statements or removal of any person(s) who deliberately speaks or behaves in a manner that disrupts the proceedings of the meeting or otherwise interferes with the proceedings.

  • 2.

    The Chair of a general shareholders’ meeting may limit the length and frequency of statements made by a shareholder whenever deemed necessary to facilitate the smooth running of the meeting.

Article 29. Voting Rights
Each shareholder shall have one (1) vote for each share he/she owns.
Article 30. Limitation on Voting Rights of Cross-held Shares
If the Company, its parent company and subsidiary, or its subsidiary holds shares exceeding one out of ten (1/10) of the total number of issued shares of a third company, then the shares of the Company held by that third company shall have no voting rights.
Article 31. Split Exercise of Voting Rights
  • 1.

    If a shareholder holding more than two (2) votes wishes to split his/her votes, he/she shall give written notice to the Company of such an intention and the reason thereof at least three (3) days prior to the meeting. The Company may refuse to allow a shareholder to split his/her votes unless the shareholder holds shares in

  • 2.

    trust or on behalf of a third party.

Article 32. Exercising Votes by Proxy
  • 1.

    A shareholder may exercise his/her vote by proxy. In case of Paragraph 1, above, the proxy shall present appropriate documents evidencing his/her power of representation (power of attorney) prior to the opening of the general shareholders’ meeting.

  • 2.

    representation (power of attorney) prior to the opening of the general shareholders’ meeting.

Article 33. Method of Adopting Resolutions at the Shareholders’ Meeting
Unless otherwise provided in relevant law or these Articles of Incorporation, all resolutions of general shareholders’ meetings shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided that such votes represent at least one fourth (1/4) of the total number of issued and outstanding shares of the Company.
Article 34. Minutes of the General Shareholders’ Meeting
The substance of the course and proceedings of a general shareholders’ meeting and the results thereof shall be recorded in the minutes, which shall bear the names and seals or signatures of the chairperson and the directors present at the meeting, and shall be kept at the head office and branches of the Company.
SECTION 1. DIRECTORS
 
Article 35. Number of Directors
The Company shall have at least three (3) but not more than seven (7) directors. <Revised 2014.03.21>
Article 36. Election of Directors
  • 1.

    Directors shall be elected at a general shareholders’ meeting.

  • 2.

    A resolution for the election of directors shall be passed by the affirmative votes of the majority of the shareholders present; provided that such votes represent at least one fourth (1/4) of the total number of issued and outstanding shares.

  • 3.

    In the case that two (2) or more directors are elected at a shareholders’ meeting, the cumulative vote stipulated in Article 382-2 of the KCC shall not apply.

Article 37. Term of Directors
  • 1.

    The term of office for directors shall not exceed three (3) years; however, that term of office may be extended until the close of the annual shareholders’ meeting if the term expires after the end of the last period for the settlement of accounts but before the close of the general shareholders’ meeting on the settlement of accounts for that year. <Revised 2018.03.23>

  • 2.

    settlement of accounts but before the close of the general shareholders’ meeting on the settlement of accounts for that year. <Revised 2018.03.23>

Article 38. Election to Fill a Vacancy in the Office of a Director
  • 1.

    If there is a vacancy in the office of a director, a director shall be elected at a shareholders’ meeting to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing directors in office is not less than the number of directors provided in Article 35 hereof and no hindrance is caused in the carrying on of the Company’s business thereby.

  • 2.

    If there is a vacancy in the number of directors and if an outside director is deceased or resigns from office due to causes not attributable to him/her, a director shall be elected at the first shareholders’ meeting after the incident to fill the vacancy such that the number of directors in office is not less than the number of directors stipulated in Article 35 hereof. <New 2009.03.30>

Article 39. Appointment of Representative Director and Others
The Company may appoint two (2) representative directors and a number of vice presidents, senior managing directors and managing directors by resolution of the Board of Directors.
Article 40. Directors' Duties
  • 1.

    The representative director shall represent the Company and shall direct the overall operation of the Company.

  • 2.

    The vice presidents, senior managing directors, managing directors, and directors shall assist the representative director and shall perform their respective responsibilities as determined by the Board of Directors. In the absence of the representative director, the vice president, senior managing director and managing director shall take his/her place in the foregoing order of priority.

Article 41. Directors’ Obligations
  • 1.

    Each director shall faithfully perform his/her duties in the interest of the Company in compliance with the law, regulations, and these Articles of Incorporation.

  • 2.

    Each director shall exercise due care in the performance of his/her duties in the interest of the Company.

  • 3.

    Each director shall not disclose any business secrets of the Company that he/she obtained while serving as director during his/her term and/or after retirement.

  • 4.

    If a director becomes aware of any fact that is likely to cause substantial losses to the Company, he/she must immediately notify the Audit Committee or a member of the Audit Committee.

Article 42. Remuneration and Severance Pay for Directors
  • 1.

    Remuneration for directors shall be determined by resolution at the general shareholders’ meeting.

  • 2.

    Severance pay for directors shall be paid in accordance with the Regulations on Severance Pay for executives adopted by resolution at the general shareholders’ meeting.

SECTION 2. MEETING OF THE BOARD OF DIRECTORS
 
Article 43. Composition and Convening of the Board of Directors Meeting
  • 1.

    The Board of Directors shall consist of of directors and resolve all important matters relating to the execution of the Company’s businesses.

  • 2.

    The Chairman or any other director designated by the Board of Directors shall convene a meeting of the Board of Directors by notifying all of the directors thereof at least three (3) days prior to the date of the meeting. Provided, however, that all members of the Board of Directors unanimously consent to holding a Board of Directors meeting, the procedures of convening a meeting may be omitted. <Revised 2013.06.28>

  • 3.

    Directors other than the director designated to convene a meeting of the Board of Directors according to Paragraph 2, above, may request that the designated director convene a meeting. If the designated director refuses to convene such a meeting without justifiable reason, the other directors may convene a meeting.

  • 4.

    Each director shall report to the Board of Directors on the execution of his/her duties at least once every three (3) months.

Article 44. Method of Adopting the Resolutions of the Board of Directors
  • 1.

    Excepting cases where related laws set strengthened resolution requirements, a quorum for a Board of Directors’ meeting shall be the attendance of at least three-fifths (3/5) of the total number of directors of the Company. Resolutions of the Board of Directors are passed by the affirmative vote of a majority of the directors present at the meeting. <Revised 2013.06.28>

  • 2.

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

  • 3.

    <Deleted 2013.06.28>

  • 4.

    No director having a special interest in any resolution of the Board of Directors shall be allowed to exercise his/her vote upon such a resolution.

Article 45. Minutes of Meeting of the Board of Directors
The Board of Directors shall keep minutes of its meetings at the head office of the Company, and the minutes shall be executed or sealed by the Chairperson and the directors in attendance at such meeting.
Article 46. Committees
  • 1.

    The Company shall have committees within the Board of Directors as described below:
    ① An audit committee;
    ② Any other committee required by related law; <New 2012.03.23>
    ③ Any other committee deemed necessary by the Board of Directors.

  • 2.

    The composition, authority, operation, and other details pertaining to each committee shall be determined by resolution of the Board of Directors.

  • 3.

    The provisions of Articles 43 through 45 of these Articles of Incorporation shall apply to the committees unless otherwise specified herein.

Article 47. Consultants and Advisors
The Company may have a number of consultants or advisors by resolution of the Board of Directors.
Article 48. Composition of the Audit Committee
  • 1.

    The Company shall, in lieu of a statutory auditor, have an audit committee as set forth in Article 46 above.

  • 2.

    The audit committee shall be comprised of at least three (3) directors, with at least two-thirds (2/3) of its members being outside directors.

  • 3.

    <Deleted 2013.06.28>

  • 4.

    The audit committee may, if necessary, seek the assistance of experts at the Company's expense.

Article 49. Appointment of the Chair of the Audit Committee and Dismissal of Committee Members
  • 1.

    The Audit Committee shall, by resolution, appoint a chairperson selected from among the outside directors to represent the audit committee.

  • 2.

    <Deleted 2013.06.28>

Article 50. Duties of the Audit Committee
  • 1.

    The Audit Committee shall examine the accounts and businesses of the Company.

  • 2.

    The Audit Committee may require the Board of Directors to convene an extraordinary general shareholders’ meeting by submitting a document which states the agenda of and reasons for convening such a meeting.

  • 3.

    Candidates for external auditors shall be approved by the Audit Committee.

  • 4.

    The Audit Committee may request the Company’s subsidiary to report the details of its operations, if deemed necessary for the performance of its duties. In such a case, if the subsidiary fails to immediately report the details, or if it is deemed necessary to check for the report, the auditors may investigate the subsidiary’s business operations and financial status.

  • 5.

    The Audit Committee shall take care of matters other than those set forth in Paragraphs 1 though 4, above, as delegated by the Board of Directors.

  • 6.

    The Board of Directors shall not overthrow a resolution approved by the audit committee. <New 2009.03.30>

Article 51. Minutes of Audit
  • 1.

    The Audit Committee shall maintain a record of its audit activities in an audit report.

  • 2.

    The audit report shall contain the audit procedures and the results of the audit, and the name and seal or signature of the Audit Committee member(s) who have performed the audit shall be affixed to the audit report.

Article 52. Fiscal Year
The fiscal year of the Company shall commence on January 1 and end on December 31 of each year.
Article 53. Preparation and Maintenance of Financial Statements and Business Reports
  • 1.

    The representative director of the Company shall prepare the following documents, together with supplementary documents and business reports, and have them audited by the Audit Committee no later than six (6) weeks before the date set for the general shareholders' meeting. The representative director shall submit the following documents and the business report to the ordinary general shareholders’ meeting:
    ① Balance sheet;
    ② Income statement; and
    ③ Statement of appropriation of retained earnings or statement of disposition of deficit.

  • 2.

    The chairman of the Audit Committee shall submit its audit report to the representative director at least one (1) week prior to the day set for the annual general shareholders’ meeting.

  • 3.

    The representative director shall retain the documents specified in Paragraph 1 and the audit report at the main office for at least five (5) years, and retain copies thereof at the branches of the Company for at least three (3) years from one (1) week before the date of the ordinary general shareholders’ meeting.

  • 4.

    The representative director shall give public notice of the balance sheet and the external auditors’ report immediately after the documents specified in Paragraph 1, above, have been approved at the general shareholders’ meeting.

Article 54. Appointment of External Auditors
With respect to the appointment of external auditors, the Company shall obtain the approval of the external auditor appointment committee (or the Audit Committee) pursuant to the provisions of the Act on External Auditors of Stock Companies and shall report the appointment of external auditors at the first general shareholders’ meeting held thereafter.
Article 55-1. Transfer of Capital Reserve
If new shares are to be issued with the transfer of capital reserve, for common shares or class shares, for class shares of the same kind, class shares of a different class, or common shares may be assigned, in accordance with the resolution of the board of directors. <New 2015.03.20>
Article 55-2. Disposal of Earnings
The Company shall dispose of unappropriated retained earnings of each fiscal year as follows:
  • 1.

    Legal reserve;

  • 2.

    Other statutory reserves;

  • 3.

    Dividends;

  • 4.

    Discretionary reserve;

  • 5.

    Other appropriation of retained earnings.

Article 56. Dividends
  • 1.

    Dividends in Paragraph 1, above, shall be paid to the shareholders or pledgees registered in the shareholders’ registry of the Company as of the end of each fiscal year.

  • 2.

    If the Company issues class shares and dividends are to be paid in shares, common shares and/or class shares shall be paid for common shares and/or class shares following the resolution of the shareholders' general meeting. <Revised 2015.03.20>

  • 3.

    Dividends in paragraph 1 above shall be paid to the shareholders or pledgees registered in the shareholders registry of the Company as of the end of each fiscal year.

Article 57. Quarterly Dividends
  • 1.

    The Company may pay, by resolution of the Board of Directors, quarterly dividends to shareholders of record as at the end of March, June and September (hereinafter, the "Quarterly Dividend Record Date") in accordance with Article 165-12 of the FSCMA.

  • 2.

    The quarterly dividends mentioned in paragraph 1 above shall be decided by a resolution of the Board of Directors, which resolution shall be made within forty five (45) days from the relevant Quarterly Dividend Record Date.

  • 3.

    The maximum amount to be paid as quarterly dividends shall be calculated by deducting the following amounts from the net asset amounts recorded in the balance sheet of the fiscal year immediately prior to the fiscal year concerned:
    ① The amount of capital, as of end of the immediately preceding period for the settlement of accounts; <Revised 2013.06.28>
    ② The aggregate sum of capital reserves and legal reserves, as of end of the immediately preceding period for the settlement of accounts;
    ③ The amount appropriated for dividends by resolution adopted at annual shareholders meeting convened at the immediately preceding period for the settlement of accounts;
    ④ Voluntary reserves accumulated for specific purposes in accordance with the relevant provisions of the Articles of Incorporation or by resolution of the general shareholders meeting of shareholders until the fiscal year immediately prior to the fiscal year concerned;
    ⑤ Sum of legal reserves to be accumulated for the fiscal year concerned based on the quarterly dividends;
    ⑥ Aggregate amount of possible quarterly dividend within the operating year; or <New 2009.03.30>
    ⑦ Unrealized profit set forth in the Act on Implementation of Commercial Act <New 2013.06.28>

  • 4.

    If the Company issues new shares (including those shares issued by way of conversion of reserves into capital stock, stock dividends, request of conversion of convertible bonds or exercise of warrants attached to bonds with warrants) prior to Quarterly Dividend Record Date, but after the commencement date of the fiscal year concerned, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year concerned for the purpose of quarterly dividends. However, if the Company issues new shares after an Quarterly Dividend Record Date, the new shares shall be deemed to have been issued immediately after most recent Quarterly Dividend Record Date.

  • 5.

    The quarterly dividends for preferred stock under Article 9 shall be subject to the same dividend rates as that of common stock. <Revised 2012.03.23>

Article 58. Statute of Limitation Period for Claims for Dividends
  • 1.

    The right to dividends shall expire by statute of limitation if the right is not exercised for five (5) years.

  • 2.

    In the case of the expiration due to the statute of limitation set forth in Paragraph 1 above, unclaimed dividends shall become vested in the Company.

Addendum
These Articles of Incorporation shall be effective as of May 25, 1999.
Addendum
These Articles of Incorporation shall be effective as of February 15, 2000. However, Article 6 (Par Value per Share) shall become effective one (1) month after the date of public notice in the newspaper made due to the stock split.
Addendum
These Articles of Incorporation shall be effective as of March 23, 2001.
Addendum
These Articles of Incorporation shall be effective as of March 4, 2002.
Addendum
These Articles of Incorporation shall be effective as of March 14, 2003.
Addendum
These Articles of Incorporation shall be effective as of March 23, 2004. However, the amended provisions contained in Article 57 shall not take effect until January 1, 2005.
Addendum
These Articles of Incorporation shall be effective as of March 29, 2006. However, the amended provisions contained in Article 12 subsection 2 shall not take effect until the grant of stock option hereafter.
Addendum
These Articles of Incorporation shall be effective as of March 23, 2007.
Addendum
These Articles of Incorporation shall be effective as of March 30, 2009.
Addendum
These Articles of Incorporation shall be effective as of March 25, 2011.
Addendum
These Articles of Incorporation shall be effective as of March 23, 2012.
Addendum
These Articles of Incorporation shall be effective as of August 1, 2013.
Addendum
These Articles of Incorporation shall be effective as of March 21, 2014.
Addendum
These Articles of Incorporation shall be effective as of March 20, 2015.
Addendum
These Articles of Incorporation shall be effective as of March 17, 2017.
Addendum
These Articles of Incorporation shall be effective as of March 23, 2018.
Addendum
These Articles of Incorporation shall be effective as of September 7, 2018. However, Article 6 (Par Value per Share) shall become effective one (1) month after the date of public notice in the company website (http://www.navercorp.com) made due to the stock split.

Adopted May 25. 1999Amended September 7, 2018